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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 1998
DEKALB GENETICS CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-17005 36-3586793
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
3100 Sycamore Road, DeKalb, Illinois 60115
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (815) 758-3461
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
DEKALB Genetics Corporation, a Delaware corporation ("DEKALB"),
Monsanto Company, a Delaware corporation ("Monsanto"), and Corn Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Monsanto
("Sub"), have entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of May 8, 1998, providing for the acquisition of DEKALB by
Monsanto. The Merger Agreement is an Exhibit hereto and is incorporated by
reference herein.
Pursuant to the Merger Agreement, Monsanto has commenced a cash tender
offer (the "Offer") to purchase all outstanding shares of Class A Common Stock,
without par value, of DEKALB (the "Class A Stock"), and all outstanding shares
of Class B Common Stock, without par value, of DEKALB (the "Class B Stock," and
together with the Class A Stock, the "Shares") at a price of $100 per Share,
net to the seller in cash (as such price may be increased, the "Offer Price").
The consummation of the Offer is conditioned upon, among other things, there
being validly tendered and not withdrawn prior to the expiration of the Offer
such number of shares of Class A Stock (together with such number of shares of
Class A Stock then held by Monsanto or any of its subsidiaries) that would
constitute a majority of the outstanding shares of Class A Stock (assuming the
exercise of all options to purchase, and the conversion or exchange of all
securities convertible or exchangeable into, shares of Class A Stock)
outstanding at the expiration date of the Offer (the "Minimum Condition") and
(ii) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the purchase
of the Shares pursuant to the Offer.
The Merger Agreement provides that, following the consummation of the
Offer, Sub will be merged (the "Merger") with and into DEKALB, subject to
the approval of the holders of Class A Stock (if required by applicable law)
and certain other conditions. In the Merger, each Share outstanding
immediately prior to the effective time of the Merger (other than Shares owned
by DEKALB, any subsidiary of DEKALB, Monsanto, Sub, any other subsidiary of
Monsanto or by stockholders, if any, who are entitled to and who properly
exercise appraisal rights under the General Corporation Law of the State of
Delaware with respect to their Shares) will be converted into the right to
receive in cash the Offer Price.
Holders of Class A Stock representing approximately 57.5% of the
shares of Class A Stock that were issued and outstanding at the close of
business on May 8, 1998 (the "Roberts Family Stockholders") have entered into
an agreement (the "Stockholders Agreement") with Monsanto pursuant to which the
Roberts Family Stockholders have, among other things, agreed to tender such
shares of Class A Stock pursuant to the Offer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1. Agreement and Plan of Merger (the "Merger Agreement") dated as
of May 8, 1998, among DEKALB Genetics Corporation, Monsanto
Company and Corn Acquisition Corporation (incorporated herein
by reference to Exhibit 1 to DEKALB'S Schedule 14D-9 filed
with the SEC on May 15, 1998.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DEKALB GENETICS CORPORATION
Date: May 15, 1998 By: JANIS M. FELVER
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Name: Janis M. Felver
Title: Vice President and Chief
Accounting Officer
