-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SYerXRkxR32pacCsN4YY4vOTmXv3DwDF+APDVCWJMZdP12QJ2NVRGIb9pyUd/8i6 6Y6O/g8zQBLmocNtAz0fNA== 0000950114-94-000083.txt : 19940706 0000950114-94-000083.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950114-94-000083 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02516 FILM NUMBER: 94536920 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 11-K 1 1993 SIP FORM 11-K 1 FORM 11-K ( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 ----------------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ------------- to ------------ Commission file number 1-2516 ------------ A. Full title of the plan and the address of the plan, if different from that of issuer named below: MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MONSANTO COMPANY 800 North Lindbergh Boulevard St. Louis, Missouri 63167 2 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE PLAN YEAR ENDED DECEMBER 31, 1993 AND INDEPENDENT AUDITORS' OPINION 3 INDEPENDENT AUDITORS' OPINION - - ----------------------------- To the Employee Benefits Plans Committee of the Monsanto Company Savings and Investment Plan: We have audited the accompanying statement of net assets available for benefits of the Monsanto Company Savings and Investment Plan (the Plan) as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits by fund and in total for the year ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits by fund and in total for the year ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1993 financial statements taken as a whole. DELOITTE & TOUCHE Deloitte & Touche St. Louis, Missouri June 27, 1994 4 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN Financial Statements and Supplemental Schedules ----------------------------------------------- Table of Contents ----------------- Financial Statements: Statement of Net Assets Available for Benefits - As of December 31, 1993 and 1992 Statement of Changes in Net Assets Available for Benefits - For the Year Ended December 31, 1993 Notes to Financial Statements Supplemental Schedules: 1 Item 27a - Assets Held for Investment - December 31, 1993 2 Item 27a - Schedule of Assets Held for Investment Acquired and Disposed of Within the Plan Year Ended December 31, 1993 5 Item 27d - Schedule of Reportable Transactions - For the Year Ended December 31, 1993 The Supplemental Schedules 3 and 4 are omitted because of the absence of the conditions under which they are required. 5 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1993 and 1992 (Dollars in Thousands)
1993 1992 ---------- ---------- Cash $ 0 $ 45 Temporary Investments 8,189 6,239 Receivables 4,118 2,569 Loans to Participants 39,362 43,454 Investments: Preferred Stock 3,258 1,863 Common Stock - Monsanto Company 788,730 643,881 Common Stock - Other 177,387 141,450 Dodge and Cox Mutual Fund 36,946 17,818 Investment Contracts - Fixed Interest 832,977 769,734 ---------- ---------- Total Assets 1,890,967 1,627,053 ---------- ---------- ESOP Debt 230,000 240,000 Other Liabilities 1,846 2,775 ---------- ---------- Total Liabilities 231,846 242,775 ---------- ---------- Net Assets Available for Benefits $1,659,121 $1,384,278 ========== ========== The above statement should be read in conjunction with the accompanying Notes to Financial Statements.
6 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1993 (Dollars in Thousands)
Monsanto Fixed Common Income Equity Balanced Stock Loan Fund Fund Fund Fund Fund Total -------- -------- ------- -------- -------- ---------- Contributions: Employer $ 25,384 $ 25,384 Employees $ 35,300 $ 16,128 $ 3,610 858 55,896 -------- -------- ------- -------- ---------- 35,300 16,128 3,610 26,242 81,280 Investment Income: Interest 66,793 150 39 206 67,188 Dividends: Monsanto Company 25,299 25,299 Other 3,370 1,698 5,068 Net Change in Fair Value of Investments: Monsanto Company Common Stock 180,192 180,192 Other Investments 17,588 1,599 19,187 Interest Income on Loans to Participants $ 3,317 3,317 Interest Expense on ESOP Debt (17,834) (17,834) Transfers Between Funds: Loans to Participants (11,512) (3,783) (489) (92) 15,876 0 Loan Repayments 11,472 4,316 644 124 (16,556) 0 Loan Interest 2,312 870 110 25 (3,317) 0 Other Transfers 17,761 12,362 15,202 (45,325) 0 Rollover from Chevron 546 587 218 227 1,578 Withdrawals (51,023) (9,615) (822) (25,560) (3,412) (90,432) -------- -------- ------- -------- -------- ---------- Increase (Decrease) in Net Assets 71,649 41,973 21,809 143,504 (4,092) 274,843 Net Assets Available for Benefits at Beginning of Year 768,409 147,503 17,688 407,224 43,454 1,384,278 -------- -------- ------- -------- -------- ---------- Net Assets Available for Benefits at End of Year $840,058 $189,476 $39,497 $550,728 $ 39,362 $1,659,121 ======== ======== ======= ======== ======== ========== The above statement should be read in conjunction with the accompanying Notes to Financial Statements.
7 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1993 (Dollars in Thousands) 1. Summary of Significant Accounting Policies ------------------------------------------ The accompanying financial statements of the Monsanto Company Savings and Investment Plan (the Plan) have been prepared on the accrual basis. Fixed income fund investments in guaranteed investment contracts, issued by insurance companies, are valued at cost plus accrued interest. Investments, other than guaranteed investment contracts, are stated at fair values, which generally are determined by quoted market prices. In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefits Plans. The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. Such amounts as of December 31, 1992 have been reclassified to net assets available for benefits. As of December 31, 1993 and 1992, benefits of $13,257 and $5,780, respectively, were due to participants who have withdrawn from participation in the Plan. 2. Information Regarding the Plan ------------------------------ The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a contributory defined contribution profit sharing plan with individual accounts for each participant. An employee must complete one year of service to be eligible to participate in the Plan. The cost of plan administration is borne by the Company, the Plan sponsor. Effective April 1, 1993, the trustee of the Plan changed from Mellon Bank, N.A. to The Northern Trust Company. The Plan provides for voluntary employee contributions generally ranging from 1 1/2% to 15% of an employee's base pay. Employees have an option to participate in the Retirement Income Deferral Account (RIDA) or the Regular Savings and Investment Account (Regular SIP). Subject to Internal Revenue discrimination tests, contributions may be all RIDA, all Regular SIP, or a combination of both. Employee contributions to the Plan may be invested in 10% increments in a fixed income fund, an equity fund, a balanced fund consisting of both fixed and equity securities or a Monsanto common stock fund. Employees may also purchase U.S. Savings Bonds under the Regular SIP option. The fixed income fund currently purchases guaranteed investment contracts with various insurance companies to provide participants the issuers' commitment to repay principal plus resultant earnings. The following summarizes the guaranteed investment contracts: 8
(Dollars in Thousands) December 31, Guaranteed Investment Contracts 1993 1992 ------------------------------- ---- ---- Aetna Life Insurance Company: 9.60% Group Annuity Contract matures June 1995 $ 82,230 $ 72,028 9.16% Group Annuity Contract matures Dec. 1993 75,210 68,899 Allstate Life Insurance Company 8.52% Group Annuity Contract matures June 1996 73,591 67,813 Equitable Life Assurance Company 12.50% Group Annuity Contract matured June 1993 149,474 Commonwealth Life Insurance Company 3.03% Synthetic Guaranteed Investment Contract 37,400 Metropolitan Life Insurance Company 5.94% - 6.30% Separate Account Contract 219,584 92,170 Provident National Assurance Company 10.15% Group Annuity Contract matures June 1994 91,255 82,846 Prudential Insurance Company of America: 7.08% - 7.42% Separate Account Contract 90,588 84,331 9.51% Group Annuity Contract matures Dec. 1995 78,333 71,530 9.20% Group Annuity Contract matures Dec. 1994 84,786 77,643 -------- -------- Total $832,977 $769,734 ======== ========
The rate of return for the synthetic and separate account guaranteed investment contracts floats with the return on the underlying assets. Upon appropriate notification to the insurance company, the synthetic and separate account guaranteed investment contracts may be terminated. The Plan expects to hold these guaranteed investment contracts to maturity and, accordingly, these investments are valued at cost plus accrued interest. The total estimated December 31, 1993, fair value of guaranteed investment contracts was $869 million. Fair values are estimated using appropriate valuation techniques based on information available as of December 31, 1993. The fair value estimates are not necessarily indicative of values the Plan could realize in the current market. The chairman and chief executive officer of Monsanto Company is a member of the board of directors of Metropolitan Life Insurance Company (Metropolitan). The fair value of the Metropolitan separate account contract approximated its recorded value at December 31, 1993. The RIDA option allows participants to elect to make before-tax contributions from gross pay before income taxes are deducted. RIDA contributions generally cannot be withdrawn by the participants until age 59 1/2, retirement, disability, death or termination of employment. Contributions to Regular SIP are made from participants' pay after income taxes are deducted. Withdrawal of Regular SIP employee contributions can be made with no penalty except when the employee has been employed less than five years, in which case matched employee contributions received during the last 24 months cannot be withdrawn without a three-month suspension from the benefit of the employer matching of funds. Upon completing five years of SIP participation, and every ten years after that, a SIP participant can elect a periodic withdrawal of up to 100% of the balance in his Regular SIP account (and, if he has reached age 59 1/2, his RIDA account). Unlike a 9 withdrawal, there are no penalties for a periodic withdrawal. The participant can elect not to take a periodic withdrawal. Employee contributions to the Plan, up to a maximum of 7% of base pay, generally are matched 60% by Monsanto Company (the Employer). Employer contributions and related earnings are invested solely in Monsanto Company common stock. In part this is accomplished through an Employee Stock Ownership Plan (ESOP) feature added to the Plan in October 1991. Company contributions and dividends, excluding those received during the last 24 months, may be withdrawn by a participant with a three-month suspension from the benefit of the employer matching of funds. In 1991, in connection with the ESOP component, the Plan issued $100 million in amortizing notes and $100 million in amortizing debentures both guaranteed by Monsanto Company and borrowed $50 million from Monsanto Company. In January 1992, the proceeds from the borrowings were used to purchase approximately 3.7 million shares of Monsanto Company common stock from the Company at the average price of $67 per share. This stock is released for allocation to participant accounts in accordance with the terms of the Plan as interest and principal on the borrowings are paid. In 1993, 211,156 shares with a fair market of $14.2 million were released for allocation to participant accounts. At December 31, 1993, 3,300,175 shares were unallocated. The Plan obtains funds to repay the ESOP borrowings primarily through Company contributions and dividends paid on unallocated Monsanto Company common stock. Of the total debt outstanding, $80 million of amortizing notes bear a fixed interest rate of 7.09% per annum and mature in 2000, $100 million of amortizing notes bear a fixed interest rate of 8.13% per annum and mature in 2006. In addition, the $50 million promissory note to Monsanto Company bears a fixed interest rate of 7% per annum and matures in 2021, but can be paid sooner. Interest on the ESOP borrowing is payable semiannually on June 15 and December 15. Maturities on the debt are $10 million annually for the period 1994-1996 and $12 million for the period 1997-1998. The estimated December 31, 1993, fair value of the ESOP borrowings was $245 million. Fair values are based on quoted market prices and estimates obtained from brokers. The fair value estimates are not necessarily indicative of values the Plan could realize in the market. Active participants who are at least age 55 and are fully vested may elect to have part of the employer portion of the Monsanto Common Stock Fund sold and the proceeds invested in the fixed income, equity or balanced fund. Each year, participants between ages 55 and 60 may transfer the sale proceeds of up to 25% of the number of shares in their employer portion of the Monsanto Common Stock Fund (in 5% increments). Beginning at age 60, participants may transfer up to 50% (in 5% increments) per year. Most Plan participants can obtain loans from their accounts. A participant can borrow up to 100% of his fixed income and 85% of his equity, balanced, and employee stock accounts up to the legal limit of 50% of the total vested balance (including Monsanto Company common stock), but not more than $50,000 minus the excess of the participant's highest outstanding loan balance during the last 12 months over the participant's outstanding loan balance on the date the loan is made. In no event may required repayments of principal and interest exceed 20% of the participant's base pay during the repayment period. The minimum loan is $1,000. Participants may change the amounts of their contributions and transfer their contributions among the fixed income, equity, and balanced funds and the employee portion of the Monsanto Common Stock Fund. Employer contributions vest and become non- forfeitable at the rate of 20% per year of service, such that employer contributions are 100% vested after five years of service. 10 3. Information Regarding Tax Status -------------------------------- The Employer has received determination letters from the Internal Revenue Service to the effect that the Plan is qualified for federal income tax purposes under Section 401(a) of the Internal Revenue Code. 4. Priorities Upon Termination of the Plan --------------------------------------- If the Plan is terminated, all participants' account balances will immediately be fully vested and all participants would then be entitled to a full distribution of their account balances as more fully described and set forth in the Plan document. 5. Funding Policy -------------- Employee contributions and applicable matching Employer contribution amounts, as described in Note 2, are paid monthly to the Plan trustee. 6. Party-in-Interest Investments and Transactions ---------------------------------------------- There were no prohibited party-in-interest transactions during the Plan year ended December 31, 1993. 7. Rollover from Chevron --------------------- In May 1993, Monsanto Company purchased the assets of the Ortho Consumer Products Division of Chevron Chemical Co. As part of the acquisition, Chevron employees retained by Monsanto were able to rollover their account balances from the Chevron 401(k) plans to the Plan. These rollovers were exempt from federal income taxes under Section 501(a) of the Internal Revenue Code. 11 Schedule 1 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN Item 27a - ASSETS HELD FOR INVESTMENT DECEMBER 31, 1993 (Filed Under Cover of Form SE June 29, 1994) 12 Schedule 2 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR DECEMBER 31, 1993 (Filed Under Cover of Form SE June 29, 1994) 13 Schedule 5 MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993 (Filed Under Cover of Form SE June 29, 1994) 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MONSANTO COMPANY SAVINGS AND INVESTMENT PLAN By: BARRY BLITSTEIN -------------------------- Barry Blitstein, Chairman Monsanto Company Employee Benefits Plans Committee June 27, 1994 15 EXHIBIT CONSENT OF INDEPENDENT AUDITORS MONSANTO COMPANY: We consent to the incorporation by reference in Monsanto Company's Registration Statement on Form S-8 (No. 33-39707) of our report dated June 27, 1994, appearing in this annual report on Form 11-K of the Monsanto Company Savings and Investment Plan for the year ended December 31, 1993. DELOITTE & TOUCHE Deloitte & Touche St. Louis, Missouri June 27, 1994 16 EXHIBIT INDEX (SUPPLEMENTAL SCHEDULES) The following Supplemental Schedules were filed under cover of Form SE on June 29, 1994 1. Schedule 1: Item 27a - Assets Held for Investment - December 31, 1993 2. Schedule 2: Item 27a - Schedule of Assets Held for Investment Acquired and Disposed of Within the Plan Year 3. Schedule 5: Item 27d - Schedule of Reportable Transactions - For the Year Ended December 31, 1993 -----END PRIVACY-ENHANCED MESSAGE-----