-----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, F/wU/LUwOrX/yUUWk1/aV5J46sMbq7ffBK2HSeBEtX7dTpoKi6T09gqhIPtTb/az yVn+2f32YdEr7pZ+do8Fug== 0000950123-00-000558.txt : 20000203 0000950123-00-000558.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950123-00-000558 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000128 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 515052 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: 425 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 425 1 FILING OF WRITTEN COMMUNICATION 1 Filed by Monsanto Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Monsanto Company Commission File No. 001-02516 On January 27, 2000, Monsanto Company ("Monsanto"), a Delaware corporation, and Pharmacia & Upjohn, Inc. ("P&U"), a Delaware corporation, delivered the following letter to their employees: Dear Colleagues, One of the most visible issues for any new company is the selection of a corporate name and a logo. In choosing a name for our new, combined company, we wanted to honor the past of both companies, but also to mark the creation of something entirely new. After careful evaluation, we've come to the following decisions: - The new company will be named Pharmacia. We think it's a great name because it expresses our goal of creating a top-tier global pharmaceutical company. It also works well in many languages -- and, as it happens, we already own the name, which will save us lots of time and cost. - The new logo and look for our corporate identity will come from Searle's graphics -- the familiar blue and the distinctive typeface. For a preview, visit the P&U Merger News intranet site. - And, to express our new beginnings, we want to involve the creativity of all our people in crafting a new corporate "tagline" -- a phrase or sentence that will accompany the Pharmacia name and express our qualities and aspirations. - The Monsanto name will live on in our global agriculture business. 2 Pharmacia will be our corporate or enterprise name. But underneath that name, other names will continue to be used -- names like "Upjohn," "Searle" and "DeKalb," for example. These areas of our business, among others, will continue to leverage their value in the marketplace and maintain the important customer relationships we've built over the years. And, just as importantly, these names mean a lot to many of us, as they signify the hard work, proud histories and future potential that we care deeply about. In the weeks ahead, we'll be working on the specifics of the graphic design. More information about the tagline contest and about how we'll use the new logo and brand names on business cards, letterheads, etc., will be communicated in the coming weeks. The selection of the name for our new company is a meaningful first step forward in our journey to create one of the most dynamic, fastest-growing companies in our industry. We appreciate your continued focus on the business, and your commitment to achieving the enormous business potential that lies ahead. Thanks, and best regards. Bob Shapiro Fred Hassan ------------------------- Monsanto and Pharmacia & Upjohn will be filing a joint proxy statement/ prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Monsanto will be available free of charge from the Secretary of Monsanto at 800 North Lindbergh Blvd., St. Louis, Missouri 63167, Telephone (314) 694-1000. Documents filed with the SEC by Pharmacia & Upjohn will be available free of charge from the Corporate Secretary of Pharmacia & 3 Upjohn, 100 Route 206 North, Peapack, NJ 07977, Telephone (888) 768-5501. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Monsanto, its directors, executive officers and certain other members of management and employees may be soliciting proxies from Monsanto stockholders in favor of the merger. Information concerning the participants in the solicitation is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on January 25, 2000. -----END PRIVACY-ENHANCED MESSAGE-----