-----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, ENWcZO0cprzdgzR0nSypGKQ+/04N46tBi1hdDyqH9isVW0V2jE53mLX5p9wBVWSX 53LQkl3tFHsCvQKJGEfjGA== 0000898822-98-000787.txt : 19980812 0000898822-98-000787.hdr.sgml : 19980812 ACCESSION NUMBER: 0000898822-98-000787 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980810 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: 98681119 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: 98681120 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 14D-1 AMENDMENT NO.4 AND 13D AMENDMENT NO. 9 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- SCHEDULE 14D-1 (AMENDMENT NO. 5) 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. 10) 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. 5 (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. 10 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 10. ADDITIONAL INFORMATION. The Parent and the Purchaser have extended the expiration date of the Offer until 5:00 pm eastern daylight time on Friday, September 11, 1998. On August 7, 1998, the Parent issued a press release announcing this extension of the Offer. A copy of such press release is attached as Exhibit (a)(7)(v) hereto and is hereby incorporated herein by reference. 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)(7)(iii) -- Text of press release issued by Parent on June 15, 1998* (a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998* (a)(7)(v) -- Text of press release issued by Parent on August 7, 1998 (a) (8) -- Form of Summary Advertisement, dated May 15, 1998.* (b) -- Not applicable. -2- (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. -3- 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: August 10, 1998 MONSANTO COMPANY By: /s/ Derek K. Rapp Name: Derek K. Rapp Title: Director, Mergers & Acquisitions (Authorized Officer) CORN ACQUISITION CORPORATION By: /s/ Barbara Blackford Name: Barbara Blackford Title: President, Secretary & Treasurer 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)(7)(iii) -- Text of press release issued by Parent on June 15, 1998* (a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998* (a)(7)(v) -- Text of press release issued by Parent on August 7, 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. -6- EX-99 2 EXHIBIT (A)(7)(V) - PRESS RELEASE EXHIBIT (a) (7)(v) Immediately Lori J. Fisher (314-694-8535) lori.j.fisher@monsanto.com MONSANTO EXTENDS TENDER OFFER FOR DEKALB SHARES ST. LOUIS (Aug. 7, 1998) - Monsanto Company announced today that it has extended until 5 p.m. EDT, on Friday, Sept. 11, 1998, the expiration date of its tender offer for all the outstanding shares of Class A and Class B Common Stock of DEKALB Genetics Corporation, at a purchase price of $100 in cash per share. The offer had previously been scheduled to expire at 4 p.m. EDT today. As of the close of business on Thursday, Aug. 6, 1998, 3,622,029 Class A shares and 11,635,223 Class B shares had been validly tendered and not withdrawn. These figures do not include 485,442 Class A shares and 13,321,436 Class B shares held by Monsanto. 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 there having been validly tendered and not withdrawn prior to the expiration of the offer a number of shares of Class A Common Stock that (together with the shares of Class A Common Stock then held by Monsanto) would constitute a majority of the shares of Class A Common Stock (assuming the exercise of all options, exchange rights and conversion rights of securities exercisable for shares of - more - - 2 - Class A Common Stock) outstanding at the expiration of the offer (the "minimum condition"), the expiration or termination of the Hart-Scott-Rodino waiting period applicable to the offer and other customary conditions. The number of shares of Class A Common Stock tendered and not withdrawn as of August 6 would be sufficient to satisfy the minimum condition. As previously 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. Also as previously disclosed, Monsanto and DEKALB 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 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 are in the process of complying with the DOJ's requests for information and are seeking to do so promptly. 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 24,700 employees worldwide make and market high-value agricultural products, pharmaceuticals and food ingredients. 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. -oOo- Note to editors: YieldGard and Roundup Ready are trademarks of Monsanto Company. -----END PRIVACY-ENHANCED MESSAGE-----