-----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, NcJU80OuvueWHTVO6uqqgpEhnKjAzHICZGhvBilSgM4etKorJZvsN3gSWMoeabLA is86esnPThA4p9r9iPp8Cg== 0000950131-98-006184.txt : 19981120 0000950131-98-006184.hdr.sgml : 19981120 ACCESSION NUMBER: 0000950131-98-006184 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981119 EFFECTIVENESS DATE: 19981119 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: S-4 POS SEC ACT: SEC FILE NUMBER: 333-66175 FILM NUMBER: 98755215 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 S-4 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1998 REGISTRATION NO. 333-66175 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- MONSANTO COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 2800 43-0420020 (STATE OR OTHER (PRIMARY STANDARD (IRS EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) R. WILLIAM IDE III, ESQ. MONSANTO COMPANY 800 N. LINDBERGH BLVD. ST. LOUIS, MO 63167 (314) 694-1000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL OFFICES) -------------- COPIES TO: BARBARA L. R. SCOTT FALK, SAM D. CHAFETZ,LOUIS BEGLEY, ESQ. BLACKFORD, ESQ. ESQ. ESQ. DEBEVOISE & MONSANTO COMPANY KIRKLAND & ELLIS WARING COX, PLC PLIMPTON 800 N. LINDBERGH 200 E. RANDOLPH 50 N. FRONT 875 THIRD AVENUE BLVD. DRIVE STREET, #1300 NEW YORK, NY 10022 ST. LOUIS, MO CHICAGO, IL 60601 MEMPHIS, TN 38103 63167 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement, but not earlier than the date of the meeting of the stockholders of Delta and Pine Land Company, a Delaware corporation ("Delta Pine"), referred to herein. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] -------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 33-66175) includes supplemental information which was mailed to the stockholders of Delta and Pine Land Company on or about November 19, 1998. DELTA AND PINE LAND COMPANY SUPPLEMENTAL INFORMATION FOR PROXY STATEMENT/PROSPECTUS DATED NOVEMBER 19, 1998 Delta and Pine Land Company ("Delta Pine") wishes to supplement information contained in the proxy statement/prospectus dated October 26, 1998 (the "Proxy Statement/Prospectus") provided to its stockholders in connection with the Special Meeting to be held November 30, 1998, as follows (all capitalized terms not defined herein having the meanings set forth in the Proxy Statement/Prospectus): A. RECENT DEVELOPMENTS 1. Monsanto Financings The Proxy Statement/Prospectus also constitutes a prospectus for the shares of Monsanto Common Stock to be received by the Delta Pine stockholders upon consummation of the Merger. Therefore, the stockholders of Delta Pine are also urged to read carefully the information provided below. On November 11, 1998, Monsanto announced its intent to raise up to $1 billion through the public offering of newly issued shares of Monsanto Common Stock, roughly $500 million through the public offering of adjustable conversion-rate equity security units ("ACES"), and approximately $2.5 billion through the private placement of long-term, unsecured debt (the "Financings"). The net proceeds of these offerings will be used for financing or refinancing Monsanto's seed company acquisitions, including to refinance its outstanding commercial paper as it becomes due, and for working capital purposes. The seed company acquisitions include DEKALB Genetics Corporation, Plant Breeding International Cambridge Limited ("PBIC"), and certain of the international seed operations of Cargill Incorporated, as well as the Merger (collectively, the "Monsanto Transactions"). If Monsanto completes its anticipated $1 billion sale of Monsanto Common Stock, the issuance of the newly issued shares will have a dilutive effect on the relative ownership interests of Monsanto shareowners, including former Delta Pine stockholders after the consummation of the Merger. In addition, the ACES may be converted under certain circumstances into Monsanto Common Stock and thereby may have an additional dilutive effect on the relative ownership interests of Monsanto shareowners. You are urged to review the table below, which sets forth the pro forma effect of the seed company acquisitions and the application of the proceeds of the Financings. The following table sets forth as of September 30, 1998 (1) the historical capitalization of Monsanto; (2) the capitalization of Monsanto giving pro forma effect to the Monsanto Transactions; and (3) such pro forma amounts as adjusted to give effect to the Financings and the application of the estimated net proceeds from the Financings. The table should be read in conjunction with Monsanto's financial statements, the notes thereto and the other financial data and statistical information included or incorporated by reference in the Proxy Statement/Prospectus.
AS OF SEPTEMBER 30, 1998 ------------------------------------- PRO FORMA ACTUAL(1) PRO FORMA(2) AS ADJUSTED(3) --------- ------------ -------------- (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) Short-term debt: Commercial paper.................... $ 1,754 $ 5,113 $ 1,113 Other short-term debt............... 415 930 930 ------- ------- ------- Total short-term debt............. 2,169 6,043 2,043 Long-term debt: Commercial paper(4)................. 1,000 1,000 1,000 Senior debt......................... 1,506 1,667 4,167(5) Subordinated debt................... 500(6) ------- ------- ------- Total long-term debt.............. 2,506 2,667 5,667 Shareowners' Equity: Common stock, par value $2.00 per share.............................. 1,644 1,711 1,764 Additional paid-in capital.......... 518 1,721 2,638 Reinvested earnings................. 5,272 4,538 4,538 Other shareholders' equity.......... (248) (248) (248) Treasury Stock...................... (2,500) (2,500) (2,500) ------- ------- ------- Total shareowners' equity......... 4,686 5,222 6,192 ------- ------- ------- Total Capitalization.............. $ 9,361 $13,932 $13,902 ======= ======= =======
- -------- (1) Reflects capitalization of Monsanto at September 30, 1998, which includes the acquisition of PBIC. (2) Reflects pro forma adjustments giving effect to the Monsanto Transactions as of September 30, 1998. (3) Reflects pro forma adjustments giving effect to the Financings and the application of the estimated net proceeds therefrom. (4) These amounts have been classified as long-term as Monsanto has the ability and intent to renew these obligations beyond a one-year period. (5) Reflects the issuance of $2.5 billion in aggregate principal amount of senior unsecured long-term debt, assuming completion of the private placement of debt securities. (6) Reflects the issuance of $500 million of junior subordinated deferrable debt due 2003 relating to the sale of ACES. 2. Delaware Litigation As stated in the Proxy Statement/Prospectus, after the Merger was announced on May 11, 1998, lawsuits were filed in the Delaware Chancery Court seeking to enjoin the Merger or, alternatively, seeking rescission and/or damages if the Merger is consummated. These separate lawsuits, each brought on behalf of a putative class of stockholders of Delta Pine, were later consolidated by the Delaware court into one action (the "Action"). After the Proxy Statement/Prospectus was disseminated to Delta Pine stockholders, plaintiffs in the Action filed an amended putative class action complaint and a motion seeking to schedule a hearing, prior to the Special Meeting, to enjoin the Merger based on asserted deficiencies in the Proxy Statement/Prospectus. Plaintiffs in the Action allege that the Delta Pine directors violated their fiduciary duties of loyalty, good faith, disclosure and care in pursuing the Merger, aided and abetted by Monsanto. 2 Although the plaintiffs in the Action sought to schedule a hearing on their preliminary injunction application prior to the Special Meeting, Monsanto and Delta Pine advised the Delaware court that an immediate hearing was unnecessary because certain regulatory approvals of the Merger, which are required in order to close the Merger, had not yet been obtained and were not expected to be obtained prior to the Special Meeting. Shortly thereafter, the Delaware court advised the parties to the Action that a hearing had been scheduled for December 17, 1998 to consider plaintiffs' application to enjoin consummation of the Merger. On November 18, 1998, the parties to the Action reached an agreement in principle to settle the Action based on Delta Pine's agreement to provide Delta Pine stockholders the "Additional Information" set forth below. The provision by Delta Pine of this additional information is intended to settle all claims raised in the Action. Such settlement is subject to approval by the Delaware court. Persons holding Delta Pine Common Stock during the period May 8, 1998 to the closing date of the Merger will be provided with notice of the terms and conditions of the proposed settlement and an opportunity to object thereto. B. ADDITIONAL INFORMATION 1. As reflected in the Proxy Statement/Prospectus or other documents incorporated by reference therein (including on pages 4, 5 and 15 to 17 of Delta Pine's 1998 annual proxy statement), as of November 10, 1998, the directors and named executive officers of Delta Pine have the following options to purchase Delta Pine Common Stock:
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(1) ------------------------- ---------------------------- EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ----------- ------------- ----------- ------------- Roger D. Malkin(2)...... 21,132 148,444 $ 429,609(3) $3,559,619(3) F. Murray Robinson...... 19,377 100,800 $ 221,653 $1,907,857 Tom O. Luehder.......... 14,222 46,000 $ 348,284 $ 521,903 Charles R. Dismuke, Jr.. 63,289 32,711 $1,603,229 $ 645,870 Steve M. Hawkins........ 37,333 146,000 $ 493,731(3) $1,019,765(3) Nam-Hai Chua............ 44,444 20,444 $1,252,835(3) $ 397,161(3) Stanley P. Roth......... 44,444 20,444 $1,252,835(3) $ 397,161(3) Jon E.M. Jacoby......... 44,444 20,444 $1,252,835(3) $ 397,161(3) Rudi E. Scheidt(2)...... 44,444 20,444 $1,252,835(3) $ 397,161(3) Joseph M. Murphy........ -- 20,443 -- (3) $ 397,122(3)
- -------- (1) Based on $39.1875 per share, the November 10, 1998 closing price per share on the New York Stock Exchange of the Monsanto Common Stock, adjusted for the 0.8625 Exchange Ratio. (2) According to the terms of Messrs. Malkin's and Scheidt's options, all of their options would be fully exercisable upon their retirement because each is over 65 years of age. (3) Computation excludes 2,666 shares for each of Messrs. Malkin, Chua, Roth, Jacoby, Scheidt and Murphy and 50,000 shares for Mr. Hawkins that are "out-of-the-money." All of the unexercisable options reflected in the foregoing table would become exercisable at the Effective Time pursuant to Delta Pine's 1993 Stock Option Plan and Delta Pine's 1995 Long-Term Incentive Plan. 2. Between May 8, 1998, when Merrill Lynch, Pierce, Fenner & Smith Incorporated, Delta Pine's financial advisor, delivered its first written opinion to the Delta Pine Board of Directors that the Merger Consideration to be received by the Delta Pine stockholders pursuant to the Merger Agreement was fair from a financial point of view to the holders of Delta Pine Common Stock other than Monsanto and its affiliates, and October 28, 1998, when Merrill Lynch delivered its restated opinion to the Delta Pine Board, there were several developments affecting Delta Pine's projected financial results and prospects for the various product lines and expansion efforts of Delta Pine that Merrill Lynch considered in rendering its restated opinion. These developments included Delta Pine's obtaining the results of its actual performance for its third quarter ended May 31, 1998 and its fourth quarter and fiscal year ended August 31, 1998, which revealed that Delta Pine's domestic planted acreage and domestic market share had decreased from the prior period, and Delta Pine reducing its estimate of the potential success of its international joint ventures and determining that its Technology Protection System will not be ready for commercial application in the timeframe previously anticipated. 3 3. The financial advisory and financing services rendered by Merrill Lynch to Monsanto preceded the engagement of Merrill Lynch by Delta Pine to advise Delta Pine on the Merger. Past services to Monsanto have not constituted a material portion of the revenues or profits of Merrill Lynch. Shares of Delta Pine Common Stock represented by properly executed proxies received in time for the Special Meeting and which have not been revoked will be voted at such meeting in the manner specified by the holders thereof. Proxies that do not contain an instruction to vote for or against or to abstain from voting on the Merger proposal described in the proxy will be voted in favor of such matter. A stockholder may revoke a proxy at any time prior to its exercise by submitting a later dated proxy with respect to the same shares, by filing with the Secretary of Delta Pine a duly executed revocation, or by voting in person at the Special Meeting. Attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy. THE DELTA PINE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE MERGER AGREEMENT AT THE SPECIAL MEETING. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, Missouri, on November 18, 1998. MONSANTO COMPANY /s/ Robert B. Shapiro By: _________________________________ Robert B. Shapiro Chairman and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE --------- ----- ---- * Chairman, Chief Executive November 18, 1998 ____________________________________ Officer and Director Robert B. Shapiro (Principal Executive Officer) * Senior Vice President November 18, 1998 ____________________________________ (Principal Financial Gary L. Crittenden Officer) * Vice President and November 18, 1998 ____________________________________ Controller (Principal Michael R. Hogan Accounting Officer) * Director November 18, 1998 ____________________________________ Robert M. Heyssel * Director November 18, 1998 ____________________________________
Michael Kantor II-1
SIGNATURE TITLE DATE --------- ----- ---- * Director November 18, 1998 ____________________________________ Gwendolyn S. King * Director November 18, 1998 ____________________________________ Philip Leder * Director November 18, 1998 ____________________________________ Jacobus F. M. Peters * Director November 18, 1998 ____________________________________ John S. Reed * Director November 18, 1998 ____________________________________ John E. Robson * Director November 18, 1998 ____________________________________ William D. Ruckelshaus
*By: /s/ Sonya M. Davis, Attorney-in-Fact pursuant to Powers of Attorney previously filed II-2 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following exhibits are filed as part of this Registration Statement or incorporated by reference herein: 2.1 Agreement and Plan of Merger, dated as of May 8, 1998, between Monsanto and Delta and Pine Land Company (Appendix A to Proxy Statement/Prospectus) 3.1 Restated Certificate of Incorporation of Monsanto (incorporated by reference from Exhibit 3(i) to Monsanto's Quarterly Report on form 10-Q for the Quarter ended September 30, 1997 (the "Form 10-Q")) 3.2 Bylaws of Monsanto (incorporated by reference from Exhibit 3(ii) to the Form 10-Q) 4.1 Rights Agreement, dated as of January 26, 1990 between Monsanto and First Chicago Trust Company as successor to the First National Bank of Boston (incorporated herein by reference to Monsanto's Form 8-A filed on January 31, 1990) 5.1 Opinion of Kirkland & Ellis regarding legality* 8.1 Opinion of Arnold & Porter regarding certain federal income tax consequences* 8.2 Opinion of Debevoise & Plimpton regarding certain federal income tax consequences* 23.1 Consent of Arthur Andersen LLP** 23.2 Consent of Deloitte & Touche LLP** 23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1)* 23.4 Consent of Arnold & Porter (included in Exhibit 8.1)* 23.5 Consent of Debevoise & Plimpton (included in Exhibit 8.2)* 99.1 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (included as Appendix B to Proxy Statement/Prospectus)* 99.2 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
(b) No financial statement schedules are required to be filed herewith pursuant this Item. (c) The information required by this item can be found at Exhibit 99.1. - -------- * Filed previously. ** Filed herewith. EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Proxy Statement/Prospectus constituting part of this Registration Statement on Form S-4 of Monsanto Company of our report dated October 24, 1997, which appears on page 20 of Delta and Pine Land Company's 1997 Annual Report to Stockholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended August 31, 1997. We also consent to the reference to us under the heading "Experts" in such Proxy Statement/Prospectus. /s/ Arthur Andersen LLP Memphis, Tennessee November 18, 1998. EX-23.2 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement No. 333-66175 of Monsanto Company on Form S-4 of our report dated February 27, 1998, incorporated by reference in the Annual Report on Form 10-K of Monsanto Company for the year ended December 31, 1997 and to the reference to us under the heading "Experts" in the Proxy Statement/Prospectus, which is part of this Post-Effective Amendment No. 1 to this Registration Statement. /s/ Deloitte & Touche LLP St. Louis, Missouri November 18, 1998 -----END PRIVACY-ENHANCED MESSAGE-----