-----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, P628dIXbDLt1WGe/6HokqPAevaQ8ZuVyYS0d49GeaCHaHt4JI5IsuEspY/RX0wd2 Kg+0N2MSpnFyk6FUSeemvg== 0000898822-98-001052.txt : 19981201 0000898822-98-001052.hdr.sgml : 19981201 ACCESSION NUMBER: 0000898822-98-001052 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981130 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: 98760957 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: 98760958 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 NOVEMBER 30, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- SCHEDULE 14D-1 (AMENDMENT NO. 10) 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. 15) 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 L. BLACKFORD, ESQ. CORN ACQUISITION CORPORATION C/O MONSANTO COMPANY 800 N. LINDBERGH BLVD. ST. LOUIS, MISSOURI 63167 (314) 694-1000 (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. 10 (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. 15 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 or the Schedule 14D-1 as previously amended. ITEM 10. ADDITIONAL INFORMATION. On November 30, 1998, Parent issued a press release announcing the conclusion of discussions between Parent and the Antitrust Division of the U.S. Department of Justice regarding Parent's proposed acquisition of the Company. A copy of such press release is attached as Exhibit (a)(7)(vii) 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)(7)(vi) -- Text of press release issued by Parent on September 14, 1998* 1 (a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998. (a)(8) -- Form of Summary Advertisement, dated May 15, 1998.* (b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998, among Parent, the Lenders named therein, Citibank, N.A., as administrative agent, Salomon Smith Barney Inc., as arranger, and Bank of America NT & SA and Commerzbank AG as co-syndication agents.* (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 theCompany 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. -2- 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: November 30, 1998 MONSANTO COMPANY By: /s/ Derek K. Rapp ------------------------------------------- Name: Derek K. Rapp Title: Director, Mergers & Acquisitions (Authorized Officer) CORN ACQUISITION CORPORATION By: /s/ Barbara L. Blackford ------------------------------------------- Name: Barbara L. Blackford Title: President, Secretary & Treasurer -3- 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)(7)(vi) -- Text of press release issued by Parent on September 14, 1998* (a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998. (a)(8) -- Form of Summary Advertisement, dated May 15, 1998.* (b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998, among Parent, the Lenders named therein, Citibank, N.A., as administrative agent, Salomon Smith Barney Inc., as arranger, and Bank of America NT & SA and Commerzbank AG as co-syndication agents.* (c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by an 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. EX-99 2 11/30/98 PRESS RELEASE EXHIBIT (a)(7)(vii) [MONSANTO LETTERHEAD] Release: Immediately Contact: Lori J. Fisher, Monsanto Company (314-694-8535) lori.j.fisher@monsanto.com David R. Wagley, DEKALB Genetics Corporation (815-758-9383) MONSANTO CONCLUDES DISCUSSIONS WITH ANTITRUST DIVISION STAFF ON ACQUISITION OF DEKALB ST. LOUIS and DEKALB, Ill. (Nov. 30, 1998) - Monsanto Company and the Antitrust Division of the U.S. Department of Justice have concluded extensive discussions regarding Monsanto's proposed acquisition of DEKALB Genetics Corporation. Monsanto officials believe they have resolved all issues raised by the Division, and, as a result, intend to close the tender offer for the outstanding shares of DEKALB Class A and Class B Common Stock in accordance with the terms previously announced. As a result of these discussions, Monsanto will grant the seed company customers of Holden's Foundation Seeds the right for seven years to backcross agricultural biotechnology traits developed by third parties into Holden's lines and to sell hybrids derived from these lines. Monsanto also will donate to the University of California at Berkeley an exclusive license, with the right to sub-license, any rights that may flow from Monsanto's pending U.S. patent applications relating to agrobacterium transformation technology for corn. These rights are currently the subject of two patent interference proceedings. As previously disclosed, Monsanto's tender offer for all the outstanding shares of Class A and Class B Common Stock of DEKALB at a purchase price of $100 in cash per share expires at 5 p.m. EST, on Monday, Nov. 30, 1998, unless extended. 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 28,500 employees worldwide make and market high-value agricultural products, pharmaceuticals, and food ingredients. DEKALB is a worldwide leader in agricultural genetics and biotechnology for seed and swine. -----END PRIVACY-ENHANCED MESSAGE-----