<PAGE>
SCHEDULE 14A/A INFORMATION
AMENDMENT NO. 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DELTA AND PINE LAND COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4
(Registration No. 33-66175) includes supplemental information which was mailed
to the stockholders of Delta and Pine Land Company on or about November 19,
1998.
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DELTA AND PINE LAND COMPANY
SUPPLEMENTAL INFORMATION
FOR PROXY STATEMENT/PROSPECTUS
DATED NOVEMBER 19, 1998
Delta and Pine Land Company ("Delta Pine") wishes to supplement information
contained in the proxy statement/prospectus dated October 26, 1998 (the "Proxy
Statement/Prospectus") provided to its stockholders in connection with the
Special Meeting to be held November 30, 1998, as follows (all capitalized
terms not defined herein having the meanings set forth in the Proxy
Statement/Prospectus):
A. RECENT DEVELOPMENTS
1. Monsanto Financings
The Proxy Statement/Prospectus also constitutes a prospectus for the shares
of Monsanto Common Stock to be received by the Delta Pine stockholders upon
consummation of the Merger. Therefore, the stockholders of Delta Pine are also
urged to read carefully the information provided below.
On November 11, 1998, Monsanto announced its intent to raise up to $1
billion through the public offering of newly issued shares of Monsanto Common
Stock, roughly $500 million through the public offering of adjustable
conversion-rate equity security units ("ACES"), and approximately $2.5 billion
through the private placement of long-term, unsecured debt (the "Financings").
The net proceeds of these offerings will be used for financing or refinancing
Monsanto's seed company acquisitions, including to refinance its outstanding
commercial paper as it becomes due, and for working capital purposes. The seed
company acquisitions include DEKALB Genetics Corporation, Plant Breeding
International Cambridge Limited ("PBIC"), and certain of the international
seed operations of Cargill Incorporated, as well as the Merger (collectively,
the "Monsanto Transactions"). If Monsanto completes its anticipated $1 billion
sale of Monsanto Common Stock, the issuance of the newly issued shares will
have a dilutive effect on the relative ownership interests of Monsanto
shareowners, including former Delta Pine stockholders after the consummation
of the Merger. In addition, the ACES may be converted under certain
circumstances into Monsanto Common Stock and thereby may have an additional
dilutive effect on the relative ownership interests of Monsanto shareowners.
You are urged to review the table below, which sets forth the pro forma effect
of the seed company acquisitions and the application of the proceeds of the
Financings.
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The following table sets forth as of September 30, 1998 (1) the historical
capitalization of Monsanto; (2) the capitalization of Monsanto giving pro
forma effect to the Monsanto Transactions; and (3) such pro forma amounts as
adjusted to give effect to the Financings and the application of the estimated
net proceeds from the Financings. The table should be read in conjunction with
Monsanto's financial statements, the notes thereto and the other financial
data and statistical information included or incorporated by reference in the
Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
-------------------------------------
PRO FORMA
ACTUAL(1) PRO FORMA(2) AS ADJUSTED(3)
--------- ------------ --------------
(IN MILLIONS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Short-term debt:
Commercial paper.................... $ 1,754 $ 5,113 $ 1,113
Other short-term debt............... 415 930 930
------- ------- -------
Total short-term debt............. 2,169 6,043 2,043
Long-term debt:
Commercial paper(4)................. 1,000 1,000 1,000
Senior debt......................... 1,506 1,667 4,167(5)
Subordinated debt................... 500(6)
------- ------- -------
Total long-term debt.............. 2,506 2,667 5,667
Shareowners' Equity:
Common stock, par value $2.00 per
share.............................. 1,644 1,711 1,764
Additional paid-in capital.......... 518 1,721 2,638
Reinvested earnings................. 5,272 4,538 4,538
Other shareholders' equity.......... (248) (248) (248)
Treasury Stock...................... (2,500) (2,500) (2,500)
------- ------- -------
Total shareowners' equity......... 4,686 5,222 6,192
------- ------- -------
Total Capitalization.............. $ 9,361 $13,932 $13,902
======= ======= =======
</TABLE>
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(1) Reflects capitalization of Monsanto at September 30, 1998, which includes
the acquisition of PBIC.
(2) Reflects pro forma adjustments giving effect to the Monsanto Transactions
as of September 30, 1998.
(3) Reflects pro forma adjustments giving effect to the Financings and the
application of the estimated net proceeds therefrom.
(4) These amounts have been classified as long-term as Monsanto has the
ability and intent to renew these obligations beyond a one-year period.
(5) Reflects the issuance of $2.5 billion in aggregate principal amount of
senior unsecured long-term debt, assuming completion of the private
placement of debt securities.
(6) Reflects the issuance of $500 million of junior subordinated deferrable
debt due 2003 relating to the sale of ACES.
2. Delaware Litigation
As stated in the Proxy Statement/Prospectus, after the Merger was announced
on May 11, 1998, lawsuits were filed in the Delaware Chancery Court seeking to
enjoin the Merger or, alternatively, seeking rescission and/or damages if the
Merger is consummated. These separate lawsuits, each brought on behalf of a
putative class of stockholders of Delta Pine, were later consolidated by the
Delaware court into one action (the "Action"). After the Proxy
Statement/Prospectus was disseminated to Delta Pine stockholders, plaintiffs
in the Action filed an amended putative class action complaint and a motion
seeking to schedule a hearing, prior to the Special Meeting, to enjoin the
Merger based on asserted deficiencies in the Proxy Statement/Prospectus.
Plaintiffs in the Action allege that the Delta Pine directors violated their
fiduciary duties of loyalty, good faith, disclosure and care in pursuing the
Merger, aided and abetted by Monsanto.
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Although the plaintiffs in the Action sought to schedule a hearing on their
preliminary injunction application prior to the Special Meeting, Monsanto and
Delta Pine advised the Delaware court that an immediate hearing was
unnecessary because certain regulatory approvals of the Merger, which are
required in order to close the Merger, had not yet been obtained and were not
expected to be obtained prior to the Special Meeting.
Shortly thereafter, the Delaware court advised the parties to the Action
that a hearing had been scheduled for December 17, 1998 to consider
plaintiffs' application to enjoin consummation of the Merger. On November 18,
1998, the parties to the Action reached an agreement in principle to settle
the Action based on Delta Pine's agreement to provide Delta Pine stockholders
the "Additional Information" set forth below. The provision by Delta Pine of
this additional information is intended to settle all claims raised in the
Action. Such settlement is subject to approval by the Delaware court. Persons
holding Delta Pine Common Stock during the period May 8, 1998 to the closing
date of the Merger will be provided with notice of the terms and conditions of
the proposed settlement and an opportunity to object thereto.
B. ADDITIONAL INFORMATION
1. As reflected in the Proxy Statement/Prospectus or other documents
incorporated by reference therein (including on pages 4, 5 and 15 to 17 of
Delta Pine's 1998 annual proxy statement), as of November 10, 1998, the
directors and named executive officers of Delta Pine have the following
options to purchase Delta Pine Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(1)
------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Roger D. Malkin(2)...... 21,132 148,444 $ 429,609(3) $3,559,619(3)
F. Murray Robinson...... 19,377 100,800 $ 221,653 $1,907,857
Tom O. Luehder.......... 14,222 46,000 $ 348,284 $ 521,903
Charles R. Dismuke, Jr.. 63,289 32,711 $1,603,229 $ 645,870
Steve M. Hawkins........ 37,333 146,000 $ 493,731(3) $1,019,765(3)
Nam-Hai Chua............ 44,444 20,444 $1,252,835(3) $ 397,161(3)
Stanley P. Roth......... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Jon E.M. Jacoby......... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Rudi E. Scheidt(2)...... 44,444 20,444 $1,252,835(3) $ 397,161(3)
Joseph M. Murphy........ -- 20,443 -- (3) $ 397,122(3)
</TABLE>
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(1) Based on $39.1875 per share, the November 10, 1998 closing price per share
on the New York Stock Exchange of the Monsanto Common Stock, adjusted for
the 0.8625 Exchange Ratio.
(2) According to the terms of Messrs. Malkin's and Scheidt's options, all of
their options would be fully exercisable upon their retirement because
each is over 65 years of age.
(3) Computation excludes 2,666 shares for each of Messrs. Malkin, Chua, Roth,
Jacoby, Scheidt and Murphy and 50,000 shares for Mr. Hawkins that are
"out-of-the-money."
All of the unexercisable options reflected in the foregoing table would become
exercisable at the Effective Time pursuant to Delta Pine's 1993 Stock Option
Plan and Delta Pine's 1995 Long-Term Incentive Plan.
2. Between May 8, 1998, when Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Delta Pine's financial advisor, delivered its first written
opinion to the Delta Pine Board of Directors that the Merger Consideration to
be received by the Delta Pine stockholders pursuant to the Merger Agreement
was fair from a financial point of view to the holders of Delta Pine Common
Stock other than Monsanto and its affiliates, and October 28, 1998, when
Merrill Lynch delivered its restated opinion to the Delta Pine Board, there
were several developments affecting Delta Pine's projected financial results
and prospects for the various product lines and expansion efforts of Delta
Pine that Merrill Lynch considered in rendering its restated opinion. These
developments included Delta Pine's obtaining the results of its actual
performance for its third quarter ended May 31, 1998 and its fourth quarter
and fiscal year ended August 31, 1998, which revealed that Delta Pine's
domestic planted acreage and domestic market share had decreased from the
prior period, and Delta Pine reducing its estimate of the potential success of
its international joint ventures and determining that its Technology
Protection System will not be ready for commercial application in the
timeframe previously anticipated.
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3. The financial advisory and financing services rendered by Merrill Lynch
to Monsanto preceded the engagement of Merrill Lynch by Delta Pine to advise
Delta Pine on the Merger. Past services to Monsanto have not constituted a
material portion of the revenues or profits of Merrill Lynch.
Shares of Delta Pine Common Stock represented by properly executed proxies
received in time for the Special Meeting and which have not been revoked will
be voted at such meeting in the manner specified by the holders thereof.
Proxies that do not contain an instruction to vote for or against or to
abstain from voting on the Merger proposal described in the proxy will be
voted in favor of such matter. A stockholder may revoke a proxy at any time
prior to its exercise by submitting a later dated proxy with respect to the
same shares, by filing with the Secretary of Delta Pine a duly executed
revocation, or by voting in person at the Special Meeting. Attendance at the
Special Meeting will not in and of itself constitute a revocation of a proxy.
THE DELTA PINE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
MERGER AGREEMENT AT THE SPECIAL MEETING.
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