-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OBn2sr1JZK5d8FhMg5vrciIVDPVc83DLkTv56AG2uuIcpRwkg4UVgK1d27B95n01 zTCFt0RbaSW/b8lVlt3tRg== 0000030554-99-000062.txt : 19991019 0000030554-99-000062.hdr.sgml : 19991019 ACCESSION NUMBER: 0000030554-99-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991018 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00815 FILM NUMBER: 99730020 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 8-K 1 CURRENT REPORT 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): October 18, 1999 E. I. du Pont de Nemours and Company (Exact Name of Registrant as Specified in Its Charter) Delaware 1-815 51-0014090 (State or Other Jurisdiction (Commission (I.R.S Employer of Incorporation) File Number) Identification No.) 1007 Market Street Wilmington, Delaware 19898 (Address of principal executive offices) Registrant's telephone number, including area code: (302) 774-1000 1 In connection with Debt and/or Equity Securities that may be offered on a delayed or continuous basis under Registration Statements on Form S-3 (No. 33-53327, No. 33-61339, No. 33-60069 and No. 333-86363), the registrant hereby files the following information at Item 2 and Item 7. Item 2. Acquisition or Disposition of Assets ------------------------------------ On October 1, 1999, Pioneer Hi-Bred International Inc. (Pioneer) was merged with and into Delta Acquisition Sub, a wholly owned subsidiary of DuPont. As a result, Pioneer became a wholly owned subsidiary of DuPont. Under the terms of the merger agreement, each Pioneer common share outstand- ing immediately before the merger, other than those owned by DuPont, was converted into either $40.00 in cash or 0.6561 shares of DuPont common stock. Total consideration paid was $3,422 million in cash and 68,612,134.8 shares of DuPont common stock. The cash portion of the consideration was funded by DuPont with a combination of internally generated funds and debt financing, including the sale of commercial paper. The basic terms of the merger were described in the Joint Proxy Statement/Prospectus of Pioneer and DuPont dated September 2, 1999, which was included in DuPont's Registration Statement on Form S-4 (No. 333-85599). (incorporated by reference) The business of Pioneer is the broad application of the science of genetics. Pioneer develops, produces, and markets hybrids of corn, sorghum, and sunflowers; varieties of soybeans, alfalfa, wheat, and canola; and microorganisms useful in crop and livestock production. DuPont intends to continue such business. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Financial Statements of Business Acquired 1. Audited consolidated balance sheet of Pioneer and subsidi- aries as of August 31, 1997 and 1998, and related consoli- dated statements of income and cash flows for each of the three years in the period ended August 31, 1998. (incor- porated by reference to Pioneer's Annual Report on Form 10-K/A for the fiscal year ended August 31, 1998) 2. Unaudited consolidated balance sheet of Pioneer and sub- sidiaries as of May 31, 1999, unaudited consolidated state- ments of income and cash flows for the three- and nine-month periods ended May 31, 1999 and 1998. (incorporated by reference to Pioneer's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1999) 2 (b) Pro Forma Financial Information Unaudited pro forma combined balance sheet of DuPont as of June 30, 1999 and the unaudited pro forma combined statements of income of DuPont for the year ended December 31, 1998 and the six months ended June 30, 1999. (incorporated by reference to DuPont's Form 8-K dated September 1, 1999) (c) Exhibits (99.1) Press Release dated October 7, 1999 filed on Form 8-K dated October 8, 1999 and incorporated by reference. (99.2) Registration Statement on Form S-4 (No. 333-85599). (incorporated by reference) (99.3) Audited consolidated balance sheet of Pioneer and subsidiaries as of August 31, 1997 and 1998, and related consolidated statements of income and cash flows for each of the three years in the period ended August 31, 1998. (incorporated by reference to Pioneer's Annual Report on Form 10-K/A for the fiscal year ended August 31, 1998) (99.4) Unaudited consolidated balance sheet of Pioneer and subsidiaries as of May 31, 1999, unaudited consolidated statements of income and cash flows for the three- and nine-month periods ended May 31, 1999 and 1998. (incorporated by reference to Pioneer's Quarterly Report on From 10-Q for the quarterly period ended May 31, 1999) (99.5) Unaudited pro forma combined balance sheet of DuPont as of June 30, 1999 and the unaudited pro forma combined statements of DuPont of income for the year ended December 31, 1998 and the six months ended June 30, 1999. (incorporated by reference to DuPont's Form 8-K dated September 1, 1999) (99.6) Independent Auditors' Consent dated October 18, 1999. 3 SIGNATURE 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 hereunto duly authorized. E. I. DU PONT DE NEMOURS AND COMPANY (Registrant) /s/ D. B. Smith ------------------------------------ D. B. Smith Assistant Controller October 18, 1999 4 EXHIBIT INDEX Exhibit Number Description of Exhibits - ------- --------------------------------------------------------------- 99.6 Independent Auditors' Consent dated October 18, 1999. 5 EXHIBIT 99.6 INDEPENDENT AUDITORS' CONSENT The Board of Directors Pioneer Hi-Bred International, Inc. We consent to the incorporation by reference on Form 8-K and in the registration statements on Form S-3 (Nos. 333-86363, 33-53327, 33-61339 and 33-60069) and Form S-8 (Nos. 333-82573, 333-85599, 2-74004, 33-43918, 33-51817, 33-51821, 33-60037, and 33-61703) of E. I. du Pont de Nemours and Company of our report dated September 18, 1998 with respect to the consolidated balance sheets of Pioneer Hi-Bred International, Inc. and subsidiaries as of August 31, 1998 and 1997, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended August 31, 1998. KPMG LLP Des Moines, Iowa October 18, 1999 6 -----END PRIVACY-ENHANCED MESSAGE-----