-----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, BeA5S6OCVwlgzGtvpbCq0h30JiMHkLHuiBj9vD4w/FPJ9T0g0vvXU8X+Cn3luFEN eXLkssh+g/H6lPNG+0n0jA== 0000950117-02-001962.txt : 20020816 0000950117-02-001962.hdr.sgml : 20020816 20020816153904 ACCESSION NUMBER: 0000950117-02-001962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA CORP /DE/ 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02516 FILM NUMBER: 02741218 BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 9089018000 MAIL ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CO DATE OF NAME CHANGE: 19920703 8-K 1 a33222.txt PHARMACIA CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2002 PHARMACIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-2516 43-0420020 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
100 Route 206 North, Peapack, New Jersey 07977 (Address of Principal Executive Office) (Zip Code)
908-901-8000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. DISPOSITION OF ASSETS. On August 13, 2002, Pharmacia Corporation (NYSE: PHA) ("Pharmacia") spun-off its remaining interest in its agricultural subsidiary, Monsanto Company (NYSE: MON) ("Monsanto"), to the holders of Pharmacia common stock. The spin-off was effected by a special stock dividend, in the aggregate, of 220,000,000 shares of Monsanto common stock resulting in a distribution ratio of 0.170593 of a share of Monsanto common stock for each outstanding share of Pharmacia common stock. The dividend was paid on August 13, 2002 to holders of record of shares of Pharmacia common stock that were issued and outstanding as of 5:00 p.m. Eastern time on July 29, 2002, the record date. Monsanto is a global provider of technology-based solutions and agricultural products to growers and downstream customers, such as grain processors, food companies, and consumers, in agricultural markets. A copy of the press release announcing the completion of the spin-off is attached to this Form 8-K, incorporated herein by reference and filed herewith under Item 7 as Exhibit 99. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro forma financial information For the period November 27, 2001 to August 13, 2002, Pharmacia has accounted for Monsanto as a discontinued operation in accordance with Accounting Principles Board Opinion No. 30 "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions". Accordingly, the results of operations and financial position of Monsanto were reclassified in the consolidated financial statements as discontinued operations for all periods presented (each of the three years in the period ended December 31, 2001 and as of December 31, 2001 and 2000 in Pharmacia's Annual Report on Form 10-K for the year ended December 31, 2001 and as of and for the three and six month periods ended June 30, 2002 and 2001 in Pharmacia's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). Income from discontinued operations was reduced for amounts allocable to the minority interest. As a result of the presentation of Monsanto as a discontinued operation as described above, there is no pro forma impact or adjustments to Pharmacia's earnings from continuing operations resulting from the disposition of Monsanto for each of the three years in the period ended December 31, 2001 or for the six month periods ended June 30, 2002 and 2001. Accordingly, no unaudited pro forma consolidated statements of earnings have been presented herein. In addition, the only pro forma adjustment to the unaudited consolidated balance sheet of Pharmacia as of June 30, 2002 to reflect the impact of the disposition of Monsanto would be to eliminate "Net assets of discontinued operations" of $4,717 million, "ESOP-related accounts" included in shareholders' equity of $26 million, and "Accumulated other comprehensive loss" included in shareholders equity of $769 million, offset by a reduction to retained earnings of $5,512 million. This pro forma adjustment, determined as of June 30, 2002, is to eliminate the net assets and certain shareholders' equity accounts of Monsanto from the consolidated Pharmacia balance sheet as a dividend to shareholders. The June 30 retained earnings of $5,512 million represents the book value of the dividend to shareholders as of that date. If the fair value of the actual distribution on August 13 based on the market value of Monsanto shares is lower than the Pharmacia book value as of that date, Pharmacia will record an impairment loss. We anticipate this impairment loss, a noncash charge to discontinued operations, will be approximately $1,100 million to $1,300 million. -3- (c) Exhibits
Exhibit No. Description - ----------- ----------- 99 Press Release dated August 14, 2002 (filed herewith).
-4- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHARMACIA CORPORATION Date: August 16, 2002 By: /s/ Robert G. Thompson ------------------------- Robert G. Thompson Senior Vice President and Corporate Controller -5- EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99 Press Release dated August 14, 2002 (filed herewith).
-6- EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99 FOR IMMEDIATE RELEASE Pharmacia Completes Spin-Off of Monsanto Company Peapack, N.J. (August 14, 2002) - Pharmacia Corporation (NYSE: PHA) today announced it had completed the spin-off of its remaining stock ownership of its agricultural subsidiary, Monsanto Company (NYSE: MON), by means of a special dividend distributed to Pharmacia shareholders on August 13, 2002 of 0.170593 Monsanto shares for each Pharmacia share. "Since our merger with the original Monsanto in March 2000, we have seen its agricultural business evolve into a strong, stand-alone company," said Fred Hassan, Pharmacia's chief executive officer. "The new Monsanto continues to build on its traditional business base while further developing the promise and value of agricultural biotechnology. The result of this spin-off will be a new Monsanto that can focus and build on its special strengths." As previously announced, the dividend generally will be tax-free to Pharmacia shareholders for U.S. federal income tax purposes except to the extent that cash is received instead of fractional shares. Additional information concerning the special stock dividend can be obtained on the Pharmacia website at http://www.pharmacia.com. Pharmacia Corporation (NYSE: PHA) is a top-tier global pharmaceutical company whose innovative medicines and other products save lives and enhance health and wellness. Pharmacia's 43,000 people work together with many diverse stakeholders to bring these benefits to people around the world, and to create new health solutions for the future. On July 15, 2002, Pharmacia and Pfizer Inc. (NYSE: PFE) announced the signing of a definitive agreement providing for Pfizer to acquire Pharmacia in a stock-for-stock transaction that is expected to close by the end of 2002. This press release contains forward-looking or anticipatory statements based on the information currently available and the expectations currently deemed reasonable by the Company. However, because these forward-looking statements are subject to many risks, uncertainties and changes over time, actual results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements as a result of new information or future developments. Media Contact: Analyst Contact: - ------------- --------------- Paul Fitzhenry Linda C. Heller (908) 901-8770 (908) 901-8853 # # # -----END PRIVACY-ENHANCED MESSAGE-----