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 21, 1999
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
000-21788
(Commission File Number)
Delaware 62-1040440
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (601) 742-4500
NA
(Former name or former address, if changed since last report)
Item 5 - Other Events
Delta and Pine Land Company ("DLP") and Monsanto Company ("Monsanto") made an
announcement on May 21, 1999 with respect to an amendment to the May 8, 1998
merger agreement between Monsanto and DLP. A copy of the press release and the
amendment is filed herewith as exhibits.
Item 7 - Financial Statements and Exhibits
( c ) Exhibits
EXHIBIT NUMBER DESCRIPTION
2 Amendment No. 1 to Agreement and Plan of Merger
99 Press Release, dated May 21, 1999
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DELTA AND PINE LAND COMPANY
/s/ W.T. Jagodinski
Vice President - Finance and Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2 Amendment No. 1 to Agreement and Plan of Merger
99 Press Release, dated May 21, 1999
EXHIBIT 2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Agreement")
is made and entered into as of May 21, 1999, by and between Monsanto Company, a
Delaware corporation ("Buyer"), and Delta and Pine Land Company, a Delaware
corporation (the "Company").
RECITALS
WHEREAS, Buyer and the Company are parties to that Agreement and Plan
of Merger, made and entered into as of May 8, 1998 (the "Merger Agreement");
WHEREAS, Buyer and the Company deem it advisable and in the best
interests of the stockholders of each corporation to amend the Merger Agreement
on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
1. Section 8.01(k) of the Merger Agreement is hereby amended to read
in its entirety as follows:
"the Company shall have transferred (subject to the Company's
ability to obtain such third party consents to such transfers
as it is able to obtain) to D&PL Technology Holding Corp. all
of its right, title and interest in and to all of the
Intellectual Property and all of the varieties and hybrids of
cotton and soybeans in which the Company owns any interest,
pursuant to such transfer and assignment documents as are
reasonably satisfactory in form and substance to Buyer and the
Company; and".
2. Section 9.01(b) of the Merger Agreement is hereby amended to
read in its entirety as follows:
"by either the Company or Buyer, if the Merger has not been
consummated by December 31, 1999; provided that if the
condition set forth in Section 8.01(b) hereof shall not have
been satisfied prior to such date, the Company may, in its
sole discretion and upon notice to Buyer, extend such date to
a date not later than June 30, 2000; and provided, further,
that no party may terminate this Agreement pursuant to this
subsection if such party's failure to fulfill any of its
obligations under this Agreement shall have been the reason
that the Effective Time shall not have occurred on or before
said date;".
3. Buyer and the Company agree that, notwithstanding Section 5.01(f) or
any other provision of the Merger Agreement to the contrary, the
Company shall be permitted to amend its 1993 and 1995 Long Term
Incentive Plans to permit any holder of Company stock options to
transfer or assign his or her option rights to one or more entities
established for the benefit of the option holder's family or to
charitable organizations, provided that any such amendment is
effected in compliance with the terms of such Plans and applicable
law.
4. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Merger Agreement.
5. This Amendment may be executed to one or more counterparts
(including by means of telecopied signature pages), all of which
shall be considered one and the same agreement, and shall become
effective when one or more of such counterparts have been signed by
each of the parties and delivered to the other party.
6. The Merger Agreement shall remain in full force and effect, as
amended hereby, and as so amended Buyer and the Company hereby
reaffirm all of their respective rights and obligations thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed by their respective authorized officers as of the day and
year first above written.
MONSANTO COMPANY
By: /s/ Susan D. Berland
Name: Susan D. Berland
Title:Director, Mergers &
Acquisitions
DELTA AND PINE LAND COMPANY
By: /s/ Roger D. Malkin
Name: Roger D. Malkin
Title: Chairman
EXHIBIT 99
CONTACT : Scarlett Lee Foster - Monsanto Company (314-694-2883)
W.T. Jagodinski - Delta and Pine Land Company (601-742-4518)
BOARD OF DELTA AND PINE LAND APPROVES EXTENSION OF TIME TO COMPLETE MERGER WITH
MONSANTO
SCOTT, MISS., and ST. LOUIS (May 21, 1999) - The board of directors of Delta and
Pine Land Company voted today to extend the timeframe for completing the merger
with Monsanto Company from June 30, 1999 until Dec. 31, 1999.
"We continue to make progress on completing this transaction. However, rather
than be constrained by the deadline originally provided in the merger agreement
our board chose to extend the timing for completing the merger," said Roger
Malkin, chairman and chief executive officer of Delta and Pine Land.
"Our relationship with Delta and Pine Land continues to be outstanding, and
we're looking forward to closing this transaction as soon as regulatory reviews
are complete," added Hendrik A. Verfaillie, president of Monsanto Company.
As a life sciences company, Monsanto is committed to finding solutions to the
growing global needs for food and health by sharing common forms of science and
technology among agriculture, nutrition and health. The company's 31,800
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
Delta and Pine Land Company is a leading breeder, producer and marketer of
cotton planting seed. Headquartered in Scott, Mississippi, Delta and Pine Land
has offices in seven states and facilities in several foreign countries.
-000-
