-----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, TnPAkhht8Rns303Vp+kYKkxhqstiaMl9pP+eHdZYf7FRIr5wpMvJknReTMNftWe+ U+qKA2JWH6ZCgrvrhhnRlg== 0000950124-96-000590.txt : 19960213 0000950124-96-000590.hdr.sgml : 19960213 ACCESSION NUMBER: 0000950124-96-000590 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB GENETICS CORP CENTRAL INDEX KEY: 0000835015 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 363586793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39746 FILM NUMBER: 96515686 BUSINESS ADDRESS: STREET 1: 3100 SYCAMORE RD CITY: DEKALB STATE: IL ZIP: 60115 BUSINESS PHONE: 8157589196 MAIL ADDRESS: STREET 1: 3100 SYCAMORE ROAD CITY: DEKALB STATE: IL ZIP: 60115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB GENETICS CORP CENTRAL INDEX KEY: 0000835015 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 363586793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39746 FILM NUMBER: 96515687 BUSINESS ADDRESS: STREET 1: 3100 SYCAMORE RD CITY: DEKALB STATE: IL ZIP: 60115 BUSINESS PHONE: 8157589196 MAIL ADDRESS: STREET 1: 3100 SYCAMORE ROAD CITY: DEKALB STATE: IL ZIP: 60115 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 14D1/A 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 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 14D1/A 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 SC 14D1/A 1 SCHEDULE 14D-1/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT (AMENDMENT NO.1) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO.1 ------------------------ DEKALB GENETICS CORPORATION (NAME OF SUBJECT COMPANY) ------------------------ MONSANTO COMPANY (BIDDER) ------------------------ CLASS B COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 14D-1) CLASS A COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 13D) (TITLE OF CLASS OF SECURITIES) ------------------------ 244878 20 3 (WITH RESPECT TO THE SCHEDULE 14D-1) ------------------------------------------------ 244878 10 4 (WITH RESPECT TO THE SCHEDULE 13D) (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ KARL R. BARNICKOL ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY MONSANTO COMPANY 800 NORTH LINDBERGH BOULEVARD ST. LOUIS, MISSOURI 63167 TELEPHONE: 314-694-1000 ------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copy to: JOHN R. SHORT, ESQ. PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE 720 OLIVE STREET SUITE 2400 ST. LOUIS, MISSOURI 63101 TELEPHONE: 314-421-3850 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Cusip Nos. 244878 10 4 (for the Class A Common Stock) 244878 20 3 (for the Class B Common Stock) - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person Monsanto Company - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 Aggregate Amount Beneficially Owned by Each Reporting Person 84,717* - -------------------------------------------------------------------------------- 8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / / - -------------------------------------------------------------------------------- 9 Percent of Class Represented by Amount in Row (7) 10%* - -------------------------------------------------------------------------------- 10 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * The Investment Agreement dated as of January 31, 1996 between Monsanto Company (the "Purchaser") and DEKALB Genetics Corporation (the "Company"), described in the Offer to Purchase dated February 7, 1996 (the "Offer to Purchase"), provides for the purchase by the Purchaser of newly issued shares of Class A Common Stock ("Class A Stock") of the Company representing 10% of the outstanding shares of Class A Stock after expiration of the tender offer (the "Offer") described in the Offer to Purchase and after giving effect to the issuance of such shares. The Class A Stock is convertible into Class B Common Stock ("Class B Stock") of the Company, and holders of Class A Stock may convert shares of Class A Stock into Class B Stock in order to participate in the Offer for Class B Stock. The number of shares of Class A Stock set forth in Item 7 is based upon the number of shares of Class A Stock outstanding on January 31, 1996. 2 3 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and Schedule 13D filed with the Securities and Exchange Commission on February 7, 1996 by Monsanto Company (the "Purchaser"), relating to the offer by Purchaser to purchase up to 1,800,000 of the outstanding shares of the Class B Common Stock, without par value (the "Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the "Company"), at a price of $71.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated February 7, 1996 (the "Offer to Purchase"), the related Letter of Transmittal and the Investment Agreement dated as of January 31, 1996 between the Purchaser and the Company, copies of which were attached to the Schedule 14D-1 as Exhibits (a)(1), (a)(2) and (c)(1) respectively. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Offer to Purchase and the Schedule 14D-1. Item 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following Exhibit: (a) (10) Letter of Harris Trust and Savings Bank, as Trustee of the DEKALB Genetics Corporation Savings and Investment Plan, to Participants in the DEKALB Genetics Savings and Investment Plan. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 1996 MONSANTO COMPANY By: /S/ KARL R. BARNICKOL ------------------------------------ Name: Karl R. Barnickol Title: Associate General Counsel and Assistant Secretary 4 5 EXHIBIT LIST
PAGE EXHIBIT NO. NUMBER - ----------- ------ (a)(1) Offer to Purchase dated February 7, 1996. ** (a)(2) Letter of Transmittal. ** (a)(3) Notice of Guaranteed Delivery. ** (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. ** (a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees to Clients. ** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. ** (a)(7) Summary Advertisement as published in The Wall Street Journal on February 7, 1996. ** (a)(8) Text of Press Release dated February 1, 1996 issued by the Company. ** (a)(9) Notice to Holders of Class A Common Stock of DEKALB Genetics Corporation. ** (a)(10) Letter from Harris Trust and Savings Bank, as Trustee of the DEKALB Genetics Corporation Savings and Investment Plan, to Participants in the DEKALB Genetics Corporation Savings and Investment Plan. (c)(1) Investment Agreement dated January 31, 1996 between the Company and the Purchaser. ** (c)(2) Stockholders' Agreement dated January 31, 1996 between the Purchaser and certain holders of the Class A Common Stock of the Company. ** (c)(3) Registration Rights Agreement dated January 31, 1996 between the Company and the Purchaser. ** (c)(4) Collaboration Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(5) Corn Borer-Protected Corn License Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(6) Glyphosate-Protected Corn License Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(7) CaMV Promoter License Agreement dated January 31, 1996 between the Company and the Purchaser.* **
- ------------------------- * Agreement subject to a request for confidential treatment. ** Previously filed. 5 EX-99 2 LETTER TO PARTICIPANTS 1 OFFER TO PURCHASE FOR CASH UP TO 1,800,000 SHARES OF CLASS B COMMON STOCK OF DEKALB GENETICS CORPORATION AT $71.00 NET PER SHARE BY MONSANTO COMPANY THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996, UNLESS THE OFFER IS EXTENDED. To Our Clients: Harris Trust and Savings Bank, as Trustee, has enclosed for your consideration an Offer to Purchase dated February 7, 1996 (the "Offer to Purchase") and related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by Monsanto Company, a Delaware corporation, to purchase up to 1,800,000 shares of Class B Common Stock, without par value (the "Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the "Company"), at a price of $71.00 per Share, net to the seller in cash, upon the terms and subject to the conditions contained in the Offer. Also enclosed is the Letter to Stockholders of the Company from Bruce P. Bickner, Chairman and Chief Executive Officer of the Company, accompanied by the Company's Solicitation/Recommendation Statement on Schedule 14D-9. This material is being forwarded to you as the beneficial owner of Shares carried by us in your account but not registered in your name. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. A tender of such Shares may only be made by us as the holder of record and pursuant to your instructions. Accordingly, we request instructions as to whether you wish to tender any or all such Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer. Your attention is invited to the following: 1. The tender price is $71.00 per Share, net to the seller in cash. 2. The Offer is not conditioned upon a minimum number of Shares being tendered. 3. The Board of Directors of the Company has, by unanimous vote of all directors, (i) approved the Investment Agreement and the Ancillary Agreements (as each is defined in the introduction of the Offer to Purchase), (ii) determined that the Investment Agreement, the Ancillary Agreements and the transactions contemplated thereby, including the Offer, taken together, are fair to and in the best interests of the Company and its shareholders and (iii) recommended the Offer to holders of Shares who desire an opportunity to sell all or a portion of their Shares for cash at this time. 2 4. Harris Trust and Savings Bank, as Trustee, has not determined whether or not the terms of the Offer and such other transactions, taken together, are fair to, and in the best interest of, the stockholders of the Company and does not intend to recommend whether or not holders of Shares of the Company accept the Offer and tender their Shares. 5. The Offer is being made for up to 1,800,000 Shares. If more than 1,800,000 Shares are tendered, then Shares will be accepted for payment on a pro rata basis, as described in the Offer to Purchase. 6. Any stock transfer taxes applicable to a sale of the Shares to the Purchaser will be paid by or on behalf of the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal. 7. Stockholders who tender Shares will not be obligated to pay brokerage commissions with respect to such tenders. 8. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996, UNLESS THE OFFER IS EXTENDED. The Purchaser has indicated that it is not aware of any state in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. The Purchaser has indicated that if the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a good faith effort to comply with any such state statute. If, after such good faith effort, the Purchaser cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the next page. Your instructions to us must be received by us by March 1, 1996 in order to permit us to submit a tender on your behalf prior to the expiration of the Offer. If you instruct the tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form set forth on the next page. THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED TO TENDER SHARES. 3 THIS FORM MUST BE RECEIVED BY HARRIS TRUST AND SAVINGS BANK BY MARCH 1, 1996 INSTRUCTIONS TO THE HARRIS TRUST AND SAVINGS BANK AS TRUSTEE WITH RESPECT TO THE OFFER TO PURCHASE SHARES OF CLASS B COMMON STOCK OF DEKALB GENETICS CORPORATION The undersigned acknowledges receipt of your letter enclosing the Offer to Purchase dated February 7, 1996, relating to the offer by Monsanto Company, a Delaware corporation, to purchase shares of Class B Common Stock, without par value ("Shares") of DEKALB Genetics Corporation, a Delaware corporation, and the related specimen Letter of Transmittal. This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) held by you for account of the undersigned, pursuant to the terms and conditions set forth in the Offer to Purchase and the related specimen Letter of Transmittal. NUMBER OF SHARES TO BE TENDERED: ____________________SHARES* ______________________________________ Signature ______________________________________ ______________________________________ ______________________________________ (Please print name and address here) ______________________________________ Area code and telephone number ______________ *I understand that if I sign this instruction form without indicating a lesser number of Shares in the space above, all Shares held by you for my account will be tendered. -----END PRIVACY-ENHANCED MESSAGE-----