-----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, QBvcJZodHunLi+hr5H85gJEPN2ULQ4oEmvt900lcXGj9xv07uO9fKnoYGOVOg7a6 DtizKhdtHtG+pnO4TcMQvw== 0000898822-98-001061.txt : 19981202 0000898822-98-001061.hdr.sgml : 19981202 ACCESSION NUMBER: 0000898822-98-001061 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981201 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: 98762472 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: 98762473 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 DECEMBER 1, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- SCHEDULE 14D-1 (AMENDMENT NO. 11 - FINAL AMENDMENT) 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. 16) 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. 11 (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. 16 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 6(a) and 6(b) are hereby amended by adding at the end thereof the following: The Offer expired at 5:00 pm, EST, on November 30, 1998. The Depositary for the Offer has advised the Purchaser that at the expiration of the Offer, there were validly tendered pursuant to the Offer 5,410,481 shares of Class A Common Stock (including 312 shares tendered pursuant to the procedures for guaranteed delivery set forth in the Offer to Purchase) and 14,570,941 shares of Class B Common Stock (including 2,559,693 shares tendered pursuant to the procedures for guaranteed delivery set forth in the Offer to Purchase). The Purchaser has accepted all such Shares for payment pursuant to the Offer. At the expiration of the Offer, Parent owned 485,442 shares of Class A Common Stock and 13,321,436 shares of Class B Common Stock. Thus, at the expiration of the Offer, Parent and the Purchaser owned more than ninety percent of the then outstanding shares of Class A Common Stock and more than ninety percent of the then outstanding shares of Class B Common Stock. On December 1, 1998, Parent issued a press release announcing the expiration of the Offer. A copy of such press release is attached as Exhibit (a)(7)(viii) hereto and is hereby incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. On December 1, 1998, Parent issued a press release announcing the expiration of the Offer. A copy of such press release is attached as Exhibit (a)(7)(viii) hereto and is hereby incorporated herein by reference. 1 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* (a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998.* (a)(7)(viii) -- Text of press release issued by Parent on December 1, 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 the Company and Parent.** -2- (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: December 1, 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 -4- 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)(7)(viii) -- Text of press release issued by Parent on December 1, 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 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 12/1/98 PRESS RELEASE [Monsanto Letterhead] Release: Immediately Contact: Lori J. Fisher (314-694-8535) MONSANTO COMPLETES TENDER OFFER FOR SHARES OF DEKALB ST. LOUIS (Dec. 1, 1998) -- Monsanto Company announced today that it has successfully completed its $100 per share cash tender offer to acquire shares of DEKALB Genetics Corporation that Monsanto didn't already own. Monsanto has been advised by the depositary for the offer that at the expiration of the tender offer at 5 p.m. EST on Nov. 30, 1998, 5,410,481 Class A shares (including 312 by notice of guaranteed delivery) and 14,570,941 Class B shares (including 2,559,693 by notice of guaranteed delivery) were validly tendered and not withdrawn. In addition, Monsanto owns 485,442 Class A shares and 13,321,436 Class B shares. Thus, Monsanto and its affiliates now own more than 90 percent of the Class A and Class B shares outstanding at the close of business on Nov. 30, 1998. Pursuant to the merger agreement between Monsanto and DEKALB, Monsanto expects to acquire the remaining shares of DEKALB promptly pursuant to a merger of a subsidiary of Monsanto into DEKALB as a result of which the remaining Class A and Class B shares of DEKALB (other than those held by Monsanto or DEKALB and other than shares as to which dissenters rights are validly exercised) will be converted into the right to receive $100 per share in cash. 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-----