-----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, I0yVySSkTi4yP/cYZnKWyktRrG2i1oDPT0OnRZKKqMzooZF/zZo53FlSGQn6Ak7W rf1TnQSufozKFhmlrbmFQQ== 0000950114-96-000144.txt : 19960612 0000950114-96-000144.hdr.sgml : 19960612 ACCESSION NUMBER: 0000950114-96-000144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960607 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA & PINE LAND CO CENTRAL INDEX KEY: 0000902277 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 621040440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45159 FILM NUMBER: 96577977 BUSINESS ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MI ZIP: 38772 BUSINESS PHONE: 6017423351 MAIL ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 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 13D/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 13D/A 1 SCHEDULE 13D AND AMENDMENT NO. 1 1 --------------------------- OMB APPROVAL --------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1991 WASHINGTON, D.C. 20549 Estimated average burden hours per form .......14.90 --------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) ----------- Delta & Pine Land Company - ------------------------------------------------------------------------------ (Name of Issuer) common, $0.10 par value, stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 247357106 ------------------------------------ (CUSIP Number) - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 1993 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. [FN] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 247357106 Page 3 of 7 ITEM 1: SECURITY AND ISSUER: Title and Class of Security: Common, $0.10 par value, stock Name of Issuer: Delta & Pine Land Company Name and Address of Principal Executive Officers of Issuer: Roger D. Malkin Frederic M. Robinson Chairman & CEO President and COO Delta & Pine Land Co. Delta & Pine Land Co. P.O. Box 157 P.O. Box 157 Scott, Mississippi 38772 Scott, Mississippi 38772 ITEM 2: IDENTITY AND BACKGROUND: Monsanto Company; EIN 43-0420020 Delaware Corporation 800 North Lindbergh Blvd. St. Louis, MO 63167 Diversified Chemical, Pharmaceutical and Food Products Company See Exhibit A for names, addresses and citizenship of "controlling persons" of person filing this Schedule (d) None (e) None ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Source of Funds: Working Capital Amount Paid: $6,000,000 3 SCHEDULE 13D CUSIP NO. 247357106 Page 4 of 7 ITEM 4: PURPOSE OF ACQUISITION: This acquisition is an equity investment for growth. Filing Party has no present plans to add to or dispose of its holdings, but like all investments, this holding will be reviewed from time and time. Items (b) through (j) none ITEM 5: INTEREST IN SECURITIES OF ISSUER: Filing Party acquired 500,000 common shares in initial public offering. The issuer's Final Prospectus indicates that 9.6 million shares were issued and outstanding upon completion of the offering. Filing party has sole voting and investment power as to the 500,000 shares it acquired in the public offering. Items (b) through (e) - not applicable. ITEM 6: CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER: None ITEM 7: MATERIAL TO BE FILED AS EXHIBITS: None Date: 7/30/93 ----------------- /s/ Milton P. Wilkins, Jr. ------------------------------------ Signature Milton P. Wilkins, Jr. ------------------------------------ Vice President, Plant Sciences 4 ---------------------------------- OMB APPROVAL ---------------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Delta & Pine Land Company ------------------------- (Name of Issuer) Common Stock, $0.10 par value ----------------------------- (Title of Class of Securities) 247357106 --------- (CUSIP Number) Mary B. Cody, (314)694-2976 Monsanto Company, 800 N. Lindbergh Boulevard, St. Louis, MO 63167 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications May 21, 1996 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. [FN] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 5 CUSIP NO. 247357106 SCHEDULE 13D --------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monsanto Company, EIN 43-0420020 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Not Applicable - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / / ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 999,999 SHARES BENEFICIALLY ------------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER EACH ------------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 999,999 SHARES WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 999,999 shares - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ [FN] SEE INSTRUCTIONS BEFORE FILLING OUT! Monsanto additionally owns 300,000 shares of convertible preferred stock. The class of convertible preferred stock is not registered under the Exchange Act and cannot be converted for seven years. Accordingly, the convertible preferred shares and the common stock into which they could be converted have not been included in the above calculation. 6 The following items are being amended as a result of the Issuer's issuance of 1,548,483 shares of common stock of the Issuer on May 21, 1996. Item 1. Security and Issuer. - ------- -------------------- This Statement relates to the Common Stock, par value $0.10 per share (the "Common Stock"), of Delta & Pine Land Company, a Delaware corporation, ("D&PL"). The address of D&PL's principal executive offices is 100 Main Street, P. O. Box 157, Scott, Mississippi 38772, Telephone (601) 742-3351. Item 2. Identity and Background. - ------- ------------------------ This Schedule is being filed by reason of the issuance by D&PL of additional shares of Common Stock of D&PL resulting in a decrease in the percentage of the class of securities of D&PL below 5%. The percentage of Monsanto's ownership has decreased to 4.8%. Item 3. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- No change. Item 4. Purpose of the Transactions. - ------- ---------------------------- No change. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- Subsequent to its initial acquisition of 500,000 shares of common stock of the Issuer, Monsanto received an additional 166,666 shares of common stock and 333,333 shares of common stock as a result of two separate stock splits of the Issuer's common stock. On May 21, 1996, the Issuer issued additional shares of common stock and currently has 20,833,263 shares of common stock outstanding. As a result of these transactions, Monsanto owns 4.8% of the common stock of the Issuer. In addition to the foregoing, Monsanto owns 300,000 shares of convertible preferred stock of the Issuer. This class of securities is not registered under Section 12 of the Exchange Act and is not presently convertible (and will not within the next 60 days be convertible) into common stock of the Issuer. Accordingly, those shares and the shares of common stock of the Issuer into which they might someday be converted have not been included for purposes of the above calculation. Item 6. Material to be Filed as Exhibits. - ------- --------------------------------- None. 7 SIGNATURE --------- After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MONSANTO COMPANY By /s/ Karl R. Barnickol --------------------------- Assistant Secretary June 7, 1996 -----END PRIVACY-ENHANCED MESSAGE-----