-----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, D4hes9J3m/Tbm9FRJrU9vGKBUk5iJoRIDT35nNNt3gorDDjblCRrnJ7yEPkPQQN2 XoEmAvJiuoJgXx8ISv7e+A== 0000898822-98-000577.txt : 19980604 0000898822-98-000577.hdr.sgml : 19980604 ACCESSION NUMBER: 0000898822-98-000577 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980603 SROS: NYSE GROUP MEMBERS: CORN ACQUISITION CORPORATION GROUP MEMBERS: MONSANTO CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB GENETICS CORP CENTRAL INDEX KEY: 0000835015 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 363586793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39746 FILM NUMBER: 98641953 BUSINESS ADDRESS: STREET 1: 3100 SYCAMORE RD CITY: DEKALB STATE: IL ZIP: 60115 BUSINESS PHONE: 8157589196 MAIL ADDRESS: STREET 1: 3100 SYCAMORE ROAD CITY: DEKALB STATE: IL ZIP: 60115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB GENETICS CORP CENTRAL INDEX KEY: 0000835015 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 363586793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39746 FILM NUMBER: 98641954 BUSINESS ADDRESS: STREET 1: 3100 SYCAMORE RD CITY: DEKALB STATE: IL ZIP: 60115 BUSINESS PHONE: 8157589196 MAIL ADDRESS: STREET 1: 3100 SYCAMORE ROAD CITY: DEKALB STATE: IL ZIP: 60115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 SC 14D1/A 1 SCHEDULE 14D-1/A AND SCHEDULE 13D/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- SCHEDULE 14D-1/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) DEKALB GENETICS CORPORATION (NAME OF SUBJECT COMPANY) --------------------------------------- CORN ACQUISITION CORPORATION MONSANTO COMPANY (BIDDERS) CLASS A COMMON STOCK, WITHOUT PAR VALUE CLASS B COMMON STOCK, WITHOUT PAR VALUE (TITLE OF CLASS OF SECURITIES) 244878104 244878203 (CUSIP NUMBER OF CLASS OF SECURITIES) BARBARA BLACKFORD, ESQ. CORN ACQUISITION CORPORATION C/O MONSANTO COMPANY 800 N. LINDBERGH BLVD. ST. LOUIS, MISSOURI 63167 (314) 694-2594 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: RICHARD D. KATCHER, ESQ. DAVID M. SILK, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ================================================================================ This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on May 15, 1998 (as amended from time to time, the "Schedule 14D-1") by Monsanto Company, a Delaware corporation ("Parent") and by Corn Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent. The Schedule 14D-1 and this Amendment relate to a tender offer by the Purchaser to purchase all outstanding shares of (i) Class A Common Stock, without par value (the "Class A Shares") and (ii) Class B Common Stock, without par value (the "Class B Shares" and, collectively with the Class A Shares, the "Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the "Company"), at a purchase price of $100.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 1998 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which are filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. This Amendment is also Amendment No. 6 to the Schedule 13D filed by Parent with respect to the Class A Shares. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase. Item 2. IDENTITY AND BACKGROUND Items 2(a)-(d) are hereby amended and supplemented as follows: Recent Developments Concerning Parent. On June 1, 1998, Parent and American Home Products Corporation ("AHP") announced that they entered into a definitive agreement to combine the two companies in a merger of equals transaction. In the transaction, AHP shareholders will retain their shares and Parent shareholders will receive 1.15 shares in the new company for each share of Parent that they currently own. The combined company's board of directors will consist of 22 members, with representation equally divided between AHP and Parent. Parent's Chairman and Chief Executive Officer, Robert B. Shapiro, and AHP's Chairman, President and Chief Executive Officer, John R. Stafford, will be co-chairmen and co-CEOs. The transaction is subject to, among other things, approval by both companies' shareholders, normal governmental reviews and other customary conditions. The merger is intended to qualify as a tax-free reorganization and to be accounted for on a pooling of interests basis. Parent issued a press release with respect to the merger on June 1, 1998, a copy of which is filed herewith as Exhibit (a)(7)(i) and incorporated herein by reference. On May 14, 1998 Parent and Cargill, Inc. announced that they had signed a letter of intent to form a worldwide joint venture to create and market new products enhanced through biotechnology for the grain processing and animal feed markets. The 50-50 joint venture would draw from Parent's capabilities in genomics, biotechnology and seeds and from Cargill's global agricultural input, processing and marketing infrastructure to develop and market new products -2- with traits aimed at improving the processing efficiencies and animal nutrition qualities of major crops. ITEM 10. ADDITIONAL INFORMATION. Items 10(b)-(c) are hereby amended and supplemented as follows. On June 2, 1998, the Parent, as the ultimate parent entity of the Purchaser, received a request for additional information ( a "Second Request") from the United States Department of Justice (the "DOJ") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the proposed acquisition of the Company pursuant to the Offer and the Merger. The Second Request extends the waiting period under the HSR Act until ten days after the request is substantially complied with, and no purchase of Shares may be consummated until the waiting period expires. The Parent and the Company intend to comply with the DOJ's requests for additional information as quickly as possible. In addition, the Merger Agreement requires the Purchaser to extend the Offer from time to time until such date as the Offer Conditions, including the expiration or termination of any waiting period under the HSR Act, have been satisfied, but not beyond November 9, 1999, unless the Offer is earlier terminated in accordance with the terms of the Merger Agreement. Following receipt of the Second Request, the Parent issued a press release on June 3, 1998, a copy of which is filed herewith as Exhibit (a)(7)(ii) and incorporated herein by reference. Foreign Approvals. According to publicly available information, the Company also owns property and conducts business in a number of foreign countries and jurisdictions. In connection with the acquisition of the Shares pursuant to the Offer or the Merger, the laws of certain of those foreign countries and jurisdictions may require the filing of information with governmental authorities in such countries and jurisdiction. The governments in such countries and jurisdictions might attempt to impose restrictions or other requirements on the Company's operations conducted in such countries and jurisdictions as a result of the acquisition of the Shares pursuant to the Offer or the Merger. There can be no assurance that the Purchaser will be able to cause the Company or its subsidiaries to satisfy or comply with such laws or that compliance or noncompliance with such laws will not have adverse consequences for the Company or any subsidiary after purchase of the Shares pursuant to the Offer or the Merger. Subject to fiduciary responsibilities, each of the Company, Parent and the Purchaser have agreed in the Merger Agreement to use best efforts to cause the purchase of Shares pursuant to the Offer prior to the Outside Date, and consummation of the Merger to occur as soon as practicable after such purchase of Shares, and, without limiting the foregoing, Parent has agreed that if necessary to cause the purchase of Shares pursuant to the Offer prior to the Outside Date, Parent will, and will cause its Subsidiaries to, divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries. -3- ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (1) -- Offer to Purchase, dated May 15, 1998.* (a) (2) -- Letter of Transmittal.* (a) (3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a) (4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a) (5) -- Notice of Guaranteed Delivery.* (a) (6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a) (7) -- Text of press release issued by Parent and the Company on May 11, 1998.* (a)(7)(i) -- Text of press release issued by Parent on June 1, 1998. (a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998. (a)(8) -- Form of Summary Advertisement, dated May 15, 1998.* (b) -- Not applicable.* (c) (1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by and among the Company, the Purchaser and Parent.* (c) (2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the Voting Trustees and the Registered Holders.* (c) (3) -- Investment Agreement, dated as of January 31, 1996, between the Company and Parent.* (c) (4) -- Stockholders' Agreement, dated as of January 31, 1996, between Parent and the other holders of Class A Shares of the Company.* (c) (5) -- Registration Rights Agreement, dated as of January 31, 1996, between the Company and Parent.* (c) (6) -- Collaboration Agreement and License, dated as of January 31, 1996, between the Company and Parent.** (c) (7) -- Corn Borer-Protected Corn License Agreement, dated as of January 31, 1996, between the Company and Parent.** (c) (8) -- Glyphosate-Protected Corn License Agreement, dated as of January 31, 1996, between the Company and Parent.** (c) (9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn), dated as of January 31, 1996, between the Company and Parent.* (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. - --------------- * Previously filed. ** Incorporated by reference to the Schedule 13D filed by Parent with respect to the Class A Shares. -4- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 3, 1998 MONSANTO COMPANY By: /s/ DEREK K. RAPP Name: Derek K. Rapp Title: Director, Mergers & Acquisitions (Authorized Officer) CORN ACQUISITION CORPORATION By: /s/ ERIC FENCL Name: Eric Fencl Title: Vice President and Assistant Secretary -5- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------ ----------- (a)(1) -- Offer to Purchase, dated May 15, 1998.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) -- Text of press release issued by Parent and the Company on May 11, 1998.* (a)(7)(i) -- Text of press release issued by Parent on June 1, 1998. (a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998. (a)(8) -- Form of Summary Advertisement, dated May 15, 1998.* (b) -- Not applicable.* (c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by and among the Company, the Purchaser and Parent.* (c)(2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the Voting Trustees and the Registered Holders.* (c)(3) -- Investment Agreement, dated as of January 31, 1996, between the Company and Parent.* (c)(4) -- Stockholders' Agreement, dated as of January 31, 1996, between Parent and the other holders of Class A Shares of the Company.* (c)(5) -- Registration Rights Agreement, dated as of January 31, 1996, between the Company and Parent.* (c)(6) -- Collaboration Agreement and License, dated as of January 31, 1996, between the Company and Parent.** (c)(7) -- Corn Borer-Protected Corn License Agreement, dated as of January 31, 1996, between the Company and Parent.** (c)(8) -- Glyphosate-Protected Corn License Agreement, dated as of January 31, 1996, between the Company and Parent.** (c)(9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn), dated as of January 31, 1996, between the Company and Parent.* (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. - ---------------- * Previously filed. ** Incorporated by reference to the Schedule 13D filed by Parent with respect to the Class A Shares. -7- EX-99 2 EXHIBIT (A)(7)(I) - PRESS RELEASE [AMERICAN HOME PRODUCTS CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE MEDIA CONTACT - AHP INVESTOR CONTACT - AHP LOWELL B. WEINER THOMAS G. CAVANAGH 973-660-5013 973-660-5706 MEDIA CONTACT - MONSANTO SCARLETT LEE FOSTER 314-694-2883 scarlett.l.foster@monsanto.com AMERICAN HOME PRODUCTS AND MONSANTO ANNOUNCE PLAN TO COMBINE TO CREATE $96 BILLION LIFE SCIENCES COMPANY MADISON, N.J., AND ST. LOUIS, MO., June 1, 1998 - Monsanto Company (NYSE: MTC) and American Home Products Corporation (NYSE: AHP) today have announced that they have entered into a definitive agreement to combine the two companies in a merger of equals transaction. The combined company would have a market capitalization in excess of $96 billion based on current market prices. The combined life sciences company will have a new name and -more- strong global businesses in pharmaceuticals, agriculture, animal health, consumer health care and nutrition, with combined expected sales in 1998 of approximately $23 billion. AHP shareholders will retain their shares. Monsanto shareholders will receive 1.15 shares in the new company for each share of Monsanto that they currently own. Monsanto shareowners would own approximately 35 percent of the combined company's shares. The combined company's board of directors will consist of 22 members, with representation equally divided between AHP and Monsanto. Monsanto Chairman and Chief Executive Officer Robert B. Shapiro and AHP Chairman, President and Chief Executive Officer John R. Stafford will be co-chairmen and co-CEOs. They will head an office of the chairmen. Members of that group and their current positions are Robert G. Blount, AHP senior executive vice president and chief financial officer; Richard U. De Schutter, Monsanto vice chairman; Robert Essner, AHP executive vice president; and Hendrik A. Verfaillie, Monsanto president. Mr. Essner will head the new company's pharmaceutical business; Mr. De Schutter its consumer and nutrition businesses; and Mr. Verfaillie its agricultural and animal health businesses. Mr. Blount will be the new company's chief financial officer. Corporate headquarters will be located in Madison, New -more- Jersey. The new company's agricultural business will be headquartered in St. Louis, Missouri; the pharmaceutical business headquartered in Radnor, Pennsylvania; the consumer health care and nutrition business headquartered in Chicago, Illinois. "This new company is based on growth and opportunity. We're committed to cutting edge science, to developing and marketing great products, and to a philosophy of growth and value," said Mr. Stafford. Mr. Shapiro stated, "Our new company is designed to be successful in the face of continued consolidation and increasing worldwide competition in the life sciences. We will have the scientific depth, global marketing capabilities and financial resources to take greater advantage of the opportunities before us and to bring innovative new products to market faster." As a result of the merger, the companies expect to realize on an annual basis between $1.25 billion and $1.5 billion in cost savings from synergies and cost avoidance within three years from the closing. From the standpoint of AHP's earnings, assuming the merger is consummated by year end 1998 and after synergies and cost savings, earnings per share are anticipated to be diluted by up to 15 percent in the first year, by a lesser amount in 2000, and accretive thereafter. The transaction is subject to approval by both companies' shareowners, -more- normal governmental reviews and other customary conditions. The merger is intended to qualify as a tax-free reorganization and to be accounted for on a pooling of interests basis. Monsanto is a life sciences company, committed to finding solutions to the growing global needs for food and health by applying advanced bioscience and biotechnology to agriculture, nutrition and health. It makes and manufactures high-value agricultural products, pharmaceuticals and food ingredients. AHP is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology, agricultural products and animal health care. This news release contains certain forward-looking statements, including, among other things, statements regarding each company's results of operations and expected cost savings and earnings per share effects. These forward-looking statements are based on current expectations, but actual results may differ materially from anticipated future events or results. Certain factors which could cause each company's actual results to differ materially from expected and historical results are described in AHP's and Monsanto's periodic reports filed with the Securiities and Exchange Commission, including Monsanto's and AHP's 1997 annual reports and Forms 10-K and Exhibits 99 thereto, respectively. This announcement is not an offer to sell nor a solicitation to buy any securities. The offering with respect to the proposed merger will be made only by the proxy statement/prospectus that will be distributed to shareowners in connection with their consideration of the transaction. ###### EX-99 3 EXHIBIT (A)(7)(II) - PRESS RELEASE [MONSANTO LETTERHEAD] MONSANTO COMPANY 800 NORTH LINDBERGH BOULEVARD ST. LOUIS, MISSOURI 63167 Release: Immediately Contact: Scarlett L. Foster (314-694-2883) scarlett.l.foster@monsanto.com MONSANTO RECEIVES REQUEST FOR ADDITIONAL INFORMATION FROM DEPARTMENT OF JUSTICE ON DEKALB TRANSACTION ST. LOUIS, Mo. (June 3, 1998) - Monsanto Company and DEKALB Genetics Corporation announced today that they have received requests for additional information and other documentary materials from the U.S. Department of Justice (DOJ) under the Hart-Scott-Rodino Act concerning Monsanto's previously announced acquisition of DEKALB. This request extends the waiting period under the Hart-Scott-Rodino Act during which the parties are prohibited from closing the transaction. The companies said that they intend to comply with the DOJ's requests for information as quickly as possible. On May 15, 1998, Monsanto commenced a cash tender offer for all of the common stock of DEKALB at $100 net per share. The second step of the transaction will be a merger in which any remaining stock of DEKALB will be exchanged for cash at the same price per share paid in the tender offer. If the tender offer is not completed by May 9, 1999, the offer price will increase by 50 cents per share on the 10th day of each month, starting on May 10, 1999. The tender offer is conditioned on the expiration of the Hart-Scott Rodino waiting period and other customary conditions. The tender offer is currently scheduled to expire on June 12, 1998. As previuosly disclosed, under the terms of the merger agreement between Monsanto and DEKALB, Monsanto is required to extend the tender offer pending satisfaction of the Hart-Scott-Rodino waiting period and the other conditions to the offer, but in no event beyond Nov. 9, 1999, unless the offer is earlier terminated in accordance with the terms of the merger agreement. -more- -2- DEKALB is a global leader in agricultural genetics and a top hybrid seed corn company in the United States. It also has a strong presence in Latin America, plus seed interests in Europe and Southeast Asia. DEKALB currently offers its customers Monsanto traits for YieldGard insect-protected corn and Roundup Ready herbicide-tolerant corn. 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 21,900 employees worldwide make and market high-value agricultural products, pharmaceuticals and food ingredients. -oOo- Note to editors: YieldGard and Roundup Ready are trademarks of Monsanto Company. -----END PRIVACY-ENHANCED MESSAGE-----