424B5 1 PROSPECTUS SUPPLEMENT TO 1992 S-3 1 Rule 424(b)(5) Registration File No. 33-46845 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 10, 1992) $150,000,000 MONSANTO MONSANTO COMPANY COMPANY 8.20% DEBENTURES DUE APRIL 15, 2025 Interest on the 8.20% Debentures due April 15, 2025 (the "Debentures") will be payable on April 15 and October 15 of each year, commencing October 15, 1995. The Debentures will be redeemable in whole or in part at the Company's option at any time on or after April 15, 2005 at the Redemption Prices set forth herein, together with accrued interest to the date of redemption. See "Description of Debentures-Redemption." The Debentures are not entitled to any sinking fund. The Debentures will be issued in the form of one or more permanent Global Debentures ("Book-Entry Debentures") registered in the name of The Depository Trust Company ("DTC"), as Depositary, or its nominee (DTC or its nominee is herein referred to as the "Depository"). Beneficial interests in the Book-Entry Debentures will be shown on, and transfers will be effected only through, records maintained by the Depository and its participants. Except as described in the Prospectus under "Description of Debt Securities-Book-Entry Securities," Debentures in definitive form will not be issued. Settlement of the Debentures will be made in immediately available funds. The Debentures will trade in the Depository's Same-Day Funds Settlement System until maturity; secondary market trading activity for the Debentures will therefore settle in immediately available funds. See "Description of Debentures-Book-Entry Debentures." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT COMPANY Per Debenture................................... 99.929% 0.875% 99.054% Total........................................... $149,893,500 $1,312,500 $148,581,000 -------------------------------------------------------------------------------------------------------------------------------- Plus accrued interest, if any, from April 5, 1995 to date of delivery. Before deduction of expenses payable by the Company estimated at $197,375.
The Debentures are offered subject to receipt and acceptance by the Underwriters, to prior sale and to the Underwriters' right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Debentures will be made through the facilities of The Depository Trust Company on or about April 5, 1995. SALOMON BROTHERS INC GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED The date of this Prospectus Supplement is March 29, 1995. 2 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION The following information updates certain of the information under the same caption in the accompanying Prospectus. The address of the Regional Office of the Securities and Exchange Commission in New York is Seven World Trade Center, New York, New York 10048. The address of the Regional Office of the Securities and Exchange Commission in Chicago is Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission (File No. 1-2516) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 2. The Company's Form 8-K Current Report dated February 17, 1995 and filed on February 28, 1995, as amended by the Company's Form 8-K/A filed on March 28, 1995. All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus Supplement and prior to the termination of the offering of the Debentures shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein, in the accompanying Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the accompanying Prospectus. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus Supplement is delivered, upon the written or oral request of such person, a copy of any or all of the documents which have been or may be incorporated by reference herein, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Monsanto Company, at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 (Attention: J. Russell Bley, Jr.), telephone: (314) 694-1000. RECENT DEVELOPMENTS On February 20, 1995, Monsanto completed its acquisition of the worldwide business of Kelco, a division of Merck & Co., Inc., for approximately $1.075 billion (the "Kelco Acquisition"). Kelco is the worldwide leader in the development, application and production of alginates and biogums. The Company funded the acquisition through a combination of cash and debt. On March 31, 1995, Richard J. Mahoney will retire from his positions as Chairman and Chief Executive Officer of the Company. Effective April 1, 1995, Robert B. Shapiro will succeed Mr. Mahoney. USE OF PROCEEDS The net proceeds from the sale of the Debentures will be used to reduce the outstanding amount of commercial paper issued by the Company in connection with the Kelco Acquisition. Such commercial paper has an average maturity of 98 days from the date of issue and has a weighted average interest rate of 6.215% as of March 29, 1995. Pending application for this purpose, the net proceeds from the sale of the S-2 3 Debentures may be invested temporarily in marketable securities. The Company may issue additional debt in or outside the United States from time to time for such purpose or for general corporate purposes. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the unaudited historical ratio of earnings to fixed charges of Monsanto for the periods indicated:
YEAR ENDED DECEMBER 31, --------------------------------------------------------------------------------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- 5.76 4.82 0.19 2.42 3.84
The ratio of earnings to fixed charges represents the number of times fixed charges (interest expense, excluding capitalized interest, and other fixed charges) are covered by earnings from continuing operations (excluding undistributed earnings of affiliated companies) before income taxes, extraordinary credits and fixed charges (other than capitalized interest). Earnings from continuing operations included restructuring and other unusual items of $7 million, $(30) million, $699 million and $457 million in 1994, 1993, 1992 and 1991, respectively. Excluding the restructuring and other unusual items, the ratio of earnings to fixed charges for such periods would have been 5.80, 4.65, 3.22 and 4.39, respectively. DESCRIPTION OF DEBENTURES The following description of the particular terms of the Debentures offered hereby (referred to in the Prospectus as "Offered Debt Securities") supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of Debt Securities set forth in the Prospectus, to which description reference is hereby made. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Prospectus. The Debentures will be limited to $150 million aggregate principal amount and will mature on April 15, 2025. The Debentures will be issued only in Book-Entry form in denominations of $1,000 and integral multiples thereof. BOOK-ENTRY DEBENTURES The Debentures will be issued in the form of one or more Book-Entry Debentures. The Book-Entry Debentures will be deposited with, or on behalf of DTC, and registered in the name of DTC or a nominee of DTC and, except under the circumstances described in the Prospectus under "Description of Debt Securities-Book-Entry Securities," Book-Entry Debentures will not be exchangeable for definitive Debentures and will not otherwise be issuable as definitive Debentures. DTC has advised the Company and the Underwriters as follows: DTC is a limited purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. A further description of DTC's procedures with respect to Book-Entry Debentures is set forth in the Prospectus under "Description of Debt Securities-Book-Entry Securities." DTC has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such procedures. S-3 4 INTEREST The Debentures will bear interest at the rate set forth on the cover page of this Prospectus Supplement from April 5, 1995, or the most recent interest payment date to which interest has been paid or provided for, payable semiannually on April 15 and October 15 of each year, beginning October 15, 1995, to the person in whose name a Debenture (or any predecessor Debenture) is registered at the close of business on the April 1 or October 1, as the case may be, next preceding such Interest Payment Date. REDEMPTION The Debentures will be subject to redemption at the option of the Company, in whole or in part, at any time on or after April 15, 2005 and prior to their maturity, in the manner provided in the Indenture, upon not less than 30 nor more than 90 days notice mailed to each holder of Debentures to be redeemed at the address of such holder appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at the following Redemption Prices (expressed as percentages of principal amount) plus accrued interest to but excluding the Redemption Date (subject to the right of holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date): If redeemed during the 12-month period beginning on April 15, 2005............................................................................... 104.064% 2006............................................................................... 103.658% 2007............................................................................... 103.251% 2008............................................................................... 102.845% 2009............................................................................... 102.438% 2010............................................................................... 102.032% 2011............................................................................... 101.626% 2012............................................................................... 101.219% 2013............................................................................... 100.813% 2014............................................................................... 100.406% 2015 and thereafter................................................................ 100.000%
If less than all the Debentures are to be redeemed, the Trustee shall select, in such manner as it shall deem fair and appropriate, the particular Debentures to be redeemed or any portion thereof that is an integral multiple of $1,000. The Debentures are not entitled to any sinking fund. DEFEASANCE The provisions of Sections 403 and 1010 of the Indenture relating to defeasance and covenant defeasance, which are described in the accompanying Prospectus, will apply to the Debentures. REGARDING THE TRUSTEE Citibank, N.A. is the Trustee under the Indenture. Monsanto maintains deposit accounts and banking relationships with Citibank, N.A. The Trustee serves as agent and as the lead lending bank under revolving credit agreements with the Company. The Trustee is also the trustee under the indentures relating to the following indebtedness of Monsanto: 8 7/8% debentures due 2009 of the Company; 6% notes due 2000 of the Company; and Medium-Term Notes, Series B of the Company. John S. Reed, a Director of the Company, is Chairman and Chief Executive Officer of the Trustee and of Citicorp, the parent of the Trustee. S-4 5 UNDERWRITING Subject to the terms and conditions set forth in the Underwriting and Pricing Agreements dated March 29, 1995, between the Company and the Underwriters, the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters has severally agreed to purchase, the principal amount of the Debentures set forth opposite its name.
PRINCIPAL AMOUNT OF UNDERWRITER DEBENTURES ----------- ---------- Salomon Brothers Inc............................................................. $ 37,500,000 Goldman, Sachs & Co. ............................................................ 37,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated......................................................... 37,500,000 Morgan Stanley & Co. Incorporated................................................ 37,500,000 ------------ Total.......................................................................... $150,000,000 ============
In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Debentures offered hereby if any Debentures are purchased. The Underwriters propose to offer the Debentures directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of .50% of the principal amount per Debenture. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .25% of the principal amount of the Debentures to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The Debentures are a new issue of securities with no established trading market. The Company has been advised by the Underwriters that they intend to make a market in the Debentures but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Debentures. The Underwriting Agreement provides that the Company will indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments which the Underwriters may be required to make in respect thereof. In the ordinary course of their respective businesses, each of the Underwriters or their affiliates have provided, and may in the future provide, investment banking services to the Company. LEGAL OPINIONS The validity of the Debentures offered hereby will be passed upon for the Company by Karl R. Barnickol, Associate General Counsel for the Company, and for the Underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Mr. Barnickol is a full-time employee of the Company and owns, and holds options to purchase, shares of the Company's common stock. Sullivan & Cromwell has from time to time represented the Company in connection with certain matters. EXPERTS The consolidated financial statements and supplemental schedules of Monsanto at December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994 appearing (or incorporated by reference) in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, and the consolidated financial statements of Kelco at December 31, 1994 and for the year ended December 31, 1994, appearing in the Company's Form 8-K Current Report dated February 17, 1995, as amended by its Form 8-K/A filed on March 28, 1995, incorporated herein by reference, have been audited by Deloitte & Touche LLP, independent public accountants, as stated in their opinions, which also are incorporated herein by reference, and are incorporated by reference herein in reliance upon such opinions given upon the authority of such firm as experts in accounting and auditing. S-5 6 NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLITICATION. ---------- TABLE OF CONTENTS
PAGE ---- PROSPECTUS SUPPLEMENT Available Information...............................................S-2 Incorporation of Documents by Reference.............................S-2 Recent Developments.................................................S-2 Use of Proceeds.....................................................S-2 Ratio of Earnings to Fixed Charges..................................S-3 Description of Debentures...........................................S-3 Underwriting........................................................S-5 Legal Opinions......................................................S-5 Experts.............................................................S-5 PROSPECTUS Available Information................................................ 2 Incorporation of Documents by Reference.............................. 2 The Company.......................................................... 3 Use of Proceeds...................................................... 3 Ratio of Earnings to Fixed Charges................................... 3 Description of Debt Securities....................................... 3 Plan of Distribution................................................. 9 Legal Opinions.......................................................10 Experts..............................................................10
$150,000,000 MONSANTO COMPANY 8.20% DEBENTURES DUE APRIL 15, 2025 MONSANTO COMPANY SALOMON BROTHERS INC GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED PROSPECTUS SUPPLEMENT DATED MARCH 29, 1995 7 APPENDIX 1. On the back cover page of the Prospectus Supplement, the two columns of information presented in the printed document will be presented in the electronic submission as one column. 2. The front page of the electronically filed Prospectus Supplement includes a Rule number and a Registration File number, which do not appear in the printed documents.