-----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, R8F8ajPZMkqfYsGVRMdkl2N3bKV1ngZgdhovxBnY3nYGfKlwIWY0S6SD8nTZHtqI pZJbKctV9cGmtxHTjg4LnQ== 0000950131-98-006064.txt : 19981116 0000950131-98-006064.hdr.sgml : 19981116 ACCESSION NUMBER: 0000950131-98-006064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981111 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981113 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: 8-K SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 98748105 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 8-K 1 FORM 8-K FOR MONSANTO COMPANY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 11, 1998 ----------------- Monsanto Company ______________________________________________________________________________ (Exact name of Registrant as specified in Charter) Delaware - -------------------------------------------------------------------------------- (State of incorporation) 1-2516 43-0420020 (Commission File Number) (IRS Employer Identification No.) - ---------------------------------- -------------------------------------------- 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (314) 694-1000 -------------- Item 5. Other Events. ------------ On November 11, 1998, Monsanto Company (the "Company") issued three separate releases announcing (i) a plan to fund seed company acquisitions, (ii) a public offering of Common Stock and Adjustable Conversion-rate Equity Security Units and (iii) a private placement of senior unsecured notes. A copy of the press releases issued by the Company are filed as exhibits hereto and are incorporated by reference herein. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. The following exhibits are filed as part of this report: Number Description ------ ----------- 99.1 Press release issued by Monsanto Company on November 11, 1998, relating to a plan to fund seed company acquisitions. 99.2 Press release issued by Monsanto Company on November 11, 1998, relating to a public offering of Common Stock and Adjustable Conversion-rate Equity Security Units. 99.3 Press release issued by Monsanto Company on November 11, 1998, relating to a private placement of senior unsecured notes. -2- SIGNATURES Pursuant to the requirements of Section 12 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. Date: November 13, 1998 MONSANTO COMPANY By: /s/ J. H. Hinshaw --------------------------------- Name: J. H. Hinshaw Title: Vice President and Treasurer ------------------------------ -3- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press release issued by Monsanto Company on November 11, 1998, relating to a plan to fund seed company acquisitions. 99.2 Press release issued by Monsanto Company on November 11, 1998, relating to a public offering of Common Stock and Adjustable Conversion-rate Equity Security Units. 99.3 Press release issued by Monsanto Company on November 11, 1998, relating to a private placement of senior unsecured notes. -4- EX-99.1 2 PRESS RELEASE RELATING COMPANY AQUISITIONS Immediately Lori J. Fisher (314-694-8535) lori.j.fisher@monsanto.com MONSANTO ANNOUNCES PLAN TO FUND SEED COMPANY ACQUISITIONS ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) today announced a plan to fund its recent seed company acquisitions through a series of financing transactions, a combination of divestitures, and cost reductions. Specifically, these restructuring actions include: . Debt and equity financing plans which are described in separate announcements and are summarized below. . Divestitures of businesses expected to generate gross proceeds of at least $1 billion. Additional divestitures also are under consideration, with final decisions expected in 60 days, subject to market conditions. . Simplification of the company's management structure and a reduction of administrative costs. During the next few weeks, Monsanto plans to raise up to $4 billion in a series of financing transactions. These transactions will include the issuance of approximately $1 billion of common stock, roughly $500 million of adjustable conversion-rate equity security units (ACES), and approximately $2.5 billion of long-term, unsecured debt. Additional information regarding the securities to be sold will be announced separately. - more - EX-99.2 3 PRESS RELEASE RELATING COMMON STOCK & EQUITY Immediately Lori J. Fisher (314-694-8535) lori.j.fisher@monsanto.com MONSANTO ANNOUNCES $1 BILLION SHARE OFFERING; $500 MILLION ACES OFFERING ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) announced today its intent to offer $1 billion of common stock for sale in an underwritten public offering. The company also announced its intent to offer up to $500 million of adjustable conversion-rate equity security units (ACES) in a separate underwritten public offering. The underwriters in both offerings may, under certain circumstances, purchase additional securities from Monsanto to cover overallotments. The net proceeds of these offerings would be used for financing or refinancing seed company acquisitions, including the refinancing of its outstanding commercial paper as it becomes due, and for working capital purposes. Monsanto said that it decided to move forward with the offerings in order to remove uncertainty as to the amount and timing of common stock to be sold and to reduce any uncertainty regarding the company's ability to access the debt markets. Monsanto is a life sciences company, committed to finding solutions to the growing global needs for food and health by sharing common forms of science and technology among agriculture, nutrition and health. The company's 28,500 employees worldwide make and market high-value agricultural products, pharmaceuticals and food ingredients. This news release shall not constitute an offer to sell nor a solicitation of an offer to buy the common stock, nor the ACES, and no sales will be made in any state where to do so would be unlawful. -oOo- EX-99.3 4 PRESS RELEASE RELATING TO PRIVATE PLACEMENT Immediately Lori J. Fisher (314-694-8535) lori.j.fisher@monsanto.com MONSANTO PROPOSES NEW DEBT OFFERING ST. LOUIS (Nov. 11, 1998) Monsanto Company (NYSE: MTC) announced today that it is pursuing through a Rule 144A private placement the issuance of $2.5 billion of senior unsecured notes. The terms of the notes will be determined at a later date. The company intends to use the net proceeds of the issuance of notes for financing or refinancing seed company acquisitions, including the refinancing of its outstanding commercial paper as it becomes due, and for working capital purposes. Monsanto anticipates that the notes will not be registered initially under the Securities Act of 1933 (the "Act") and will not be available for sale in the United States except under an applicable exemption under the Act. The company expects that the notes will be purchased by certain qualified buyers under the Rule 144A exemption from the registration requirements of the Act. Monsanto anticipates that after the issuance of the notes it will file a registration statement relating to an exchange offer for the notes under the Act. Monsanto is a life sciences company, committed to finding solutions to the growing global needs for food and health by sharing common forms of science and technology among agriculture, nutrition and health. The company's 28,500 employees worldwide make and market high-value agricultural products, pharmaceuticals and food ingredients. -oOo- -----END PRIVACY-ENHANCED MESSAGE-----