-----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, F0fpe9nsuxT76UwKP7KjaZ0SFJz6d57Bdi8A+Qgpuw3QxkpDTafBc+oc3lSgarZt daUEt2F/VeU3H9sZhhZN8g== 0000950124-98-001270.txt : 19980313 0000950124-98-001270.hdr.sgml : 19980313 ACCESSION NUMBER: 0000950124-98-001270 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980312 SROS: NYSE FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 98564254 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 DEFA14A 1 DEFA14A 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12 Monsanto Company - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee required. [ ] Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 MONSANTO LETTERHEAD March 13, 1998 Dear Monsanto Shareowner, We're well into our first full year as a life sciences company. This new era for Monsanto is exciting, and, we believe, potentially highly rewarding. During the last year, our core businesses have performed remarkably and have generated the funds for major investments in growth that we believe will create even greater future value for you. Our commitment to long-term value creation is firm: We've increased Economic Value Added (EVA) by more than $270 million since the start of 1995, when we first began to use EVA as a key measurement of value. In those same three years, total return on Monsanto shares was 247 percent, compared with 126 percent on the Standard & Poor's 500 Index. Two years ago, we put in place unique programs designed to provide outstanding returns to shareowners before the company's management received any financial gain from stock options. Those plans have produced the intended results. The enclosed proxy statement shows significant gains in management compensation -- and shareowners rightly were rewarded first. We believe this type of compensation plan is clearly more beneficial to shareowners than traditional stock option plans. We've now established a new program for purchased, premium options that reward management for further increasing shareowner value. In the new plan, executives can invest in the company by purchasing premium stock options, which will have no value until the market price of your Monsanto shares has risen by 60 percent from a base of just over $50 per share -- the price of Monsanto stock the day these options were granted. Those who purchase premium stock options also will receive a grant of additional premium-priced options that also will have no value to management until shareowner value first increases by more than 50 percent. For the third year, we have granted options to all Monsanto people to give everyone a direct economic stake in our shareowners' success. More than 19,000 people who don't participate in existing option programs were granted 500 options in February 1998. We're convinced there's enormous value to be gained from our work in the life sciences. We're taking the necessary steps to motivate everyone at Monsanto to create extraordinary returns for our shareowners. Sincerely, /s/ Robert B. Shapiro Robert B. Shapiro Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----