-----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, BPdm9XNwODx1q6G97S+bayWAeR1y2alkvBematbR4FfzonBV07+/yJqD/GS0Jvrf HHhL+TkPgRLw0sInDGqSJw== 0000950131-98-006245.txt : 19981125 0000950131-98-006245.hdr.sgml : 19981125 ACCESSION NUMBER: 0000950131-98-006245 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-51919 FILED AS OF DATE: 19981123 EFFECTIVENESS DATE: 19981123 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-3MEF SEC ACT: SEC FILE NUMBER: 333-67793 FILM NUMBER: 98757913 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-3MEF 1 FORM S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1998 REGISTRATION STATEMENT NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- MONSANTO COMPANY (Exact name of registrant as specified in its charter) DELAWARE 43-0420020 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (314) 694-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------- R. William Ide III, Esq. Monsanto Company 800 North Lindbergh Boulevard St. Louis, Missouri 63167 (314) 694-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- Copies to: Barbara L. Blackford Robert F. Wall Sonya Meyers Davis Terrence R. Brady Monsanto Company Winston & Strawn 800 North Lindbergh Boulevard 35 West Wacker Drive St. Louis, Missouri 63167 Chicago, Illinois 60601 (314) 694-1000 (312) 558-5600 ----------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. ----------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X]333-51919 If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE (1), (3) FEE - ---------------- -------------- ------------ ----------------------- --- Common Stock (4), (5) Preferred Stock (4), (6) Depositary Shares (4), (7) Representing Preferred Stock Stock Purchase Contracts (4), (8) Debt Securities (4), (9) Common Stock Warrants (4), (10) Preferred Stock Warrants (4), (11) Depositary Share Warrants (4), (6), (12) Debt Warrants (4), (13) Totals $400,000,000 (4), $400,000,000 $111,200 (6), (7), (8), (9), (10), (11), (12), (13)
================================================================================ (1) In U.S. dollars or the equivalent thereof in one or more foreign currencies or currency units or composite currencies, including the European Currency Unit. (2) The Proposed Maximum Offering Price Per Unit will be determined from time to time by the Registrant in connection with the issuance of the Securities. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the "Securities Act"). (4) This Registration Statement covers Common Stock issued other than on conversion of Debt Securities, conversion of Preferred Stock, exercise of Common Stock Warrants or exercise of Stock Purchase Contracts and, subject to notes 6, 7, 10, 11, 12 and 13, the number of other Securities listed above as may from time to time be issued at indeterminate prices, but with an aggregate initial offering price for all such Common Stock and other Securities not to exceed $400,000,000. Also includes such presently indeterminate number of additional shares of Common Stock ("Additional Common Stock") as may be issued on (i) conversion of any Debt Securities as may be issued, if and to the extent convertible into Common Stock, (ii) conversion of any Preferred Stock as may be issued separately, on conversion of Debt Securities or exercise of Preferred Stock Warrants, if and to the extent such Preferred Stock is convertible into Common Stock, (iii) exercise of any Common Stock Warrants as may be issued, if and to the extent exercisable for Common Stock or (iv) exercise of any Stock Purchase Contract as may be issued, if and to the extent exercisable for Common Stock. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Debt Securities, Preferred Stock, Common Stock Warrants and Stock Purchase Contracts include such Additional Common Stock. (5) Each share of Common Stock includes a right, ten of which rights will allow the holder to purchase from the Registrant one one-hundredth of a share of Series A Junior Participating Preferred Stock (the "Rights"). Prior to the occurrence of certain events, none of which have occurred as of the date hereof, the Rights will not be exercisable or evidenced separately from the Common Stock. (6) Includes Preferred Stock issued other than on conversion of Debt Securities, exercise of Preferred Stock Warrants or exercise of Stock Purchase Contracts. Also includes such presently indeterminate number of additional shares of Preferred Stock ("Additional Preferred Stock") as may be issued on (i) conversion of any Debt Securities as may be issued, if and to the extent convertible into Preferred Stock, (ii) exercise of any Preferred Stock Warrants as may be issued, if and to the extent exercisable for Preferred Stock, (iii) conversion of any Depositary Shares, (iv) exercise of any Depositary Share Warrants and subsequent conversion of Depositary Shares received thereby or (v) exercise of any Stock Purchase Contract as may be issued, if and to the extent exercisable for Preferred Stock. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Debt Securities, Preferred Stock Warrants and Stock Purchase Contracts include such Additional Preferred Stock. (7) This Registration Statement covers such indeterminate number of Depositary Shares as may be issued (i) if the Registrant elects to offer fractional interests in shares of some or all of the Preferred Stock or (ii) on exercise of any Depositary Share Warrants. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee (i) with respect to such Preferred Stock, include such Depositary Shares and (ii) without duplication, with respect to the Depositary Shares, include such Preferred Stock. (8) Includes Stock Purchase Contracts which may be issued other than as part of Units of Stock Purchase Contracts and other Securities. Also includes additional Stock Purchase Contracts ("Additional Stock Purchase Contracts") which may be offered as part of Units of Stock Purchase Contracts and other Securities. The Amount to be Registered, Proposed Maximum Aggregate Offering Price Per Unit, Proposed Maximum Offering Price and Amount of Registration Fee with respect to such Units and Stock Purchase Contracts and other Securities include such Additional Stock Purchase Contracts. (9) Includes the principal amount of Debt Securities and, as to Debt Securities offered at an original issue discount, the offering price thereof. The Registration Statement also includes such presently indeterminable amount of Debt Securities ("Additional Debt Securities") as may be issued in exchange for Preferred Stock or upon exercise of any Debt Warrants as may be issued, if and to the extent exercisable for Debt Securities. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Offering Price and Amount of Registration Fee with respect to such Preferred Stock and Debt Warrants include such Additional Debt Securities. (10) Includes Common Stock Warrants which may be issued other than as part of Units of Common Stock Warrants and other Securities. Also includes additional Common Stock Warrants ("Additional Common Stock Warrants") which may be offered as part of Units of Common Stock Warrants and other Securities. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Units of Common Stock Warrants and other Securities include such Additional Common Stock Warrants. (11) Includes Preferred Stock Warrants which may be issued other than as part of Units of Preferred Stock Warrants and other Securities. Also includes additional Preferred Stock Warrants ("Additional Preferred Stock Warrants") which may be offered as part of Units of Preferred Stock Warrants and other Securities. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Units of Preferred Stock Warrants and other Securities include such Additional Preferred Stock Warrants. (12) Includes Depositary Share Warrants which may be issued other than as part of Units of Depositary Shares and other Securities. Also includes additional Depositary Share Warrants ("Additional Depositary Share Warrants") which may be offered as part of Units of Depositary Shares and other Securities. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Units of Depositary Share Warrants and other Securities include such Additional Depositary Share Warrants. (13) Includes Debt Warrants which may be issued other than as part of Units of Debt Warrants and other Securities. Also includes additional Debt Warrants ("Additional Debt Warrants") which may be offered as part of Units of Debt Warrants and other Securities. The Amount to be Registered, Proposed Maximum Offering Price Per Unit, Proposed Maximum Aggregate Offering Price and Amount of Registration Fee with respect to such Units of Debt Warrants and other Securities include such Additional Debt Warrants. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with respect to the registration of additional shares of common stock, preferred stock, depositary shares representing preferred stock, stock purchase contracts, debt securities, common stock warrants, preferred stock warrants, depositary share warrants, and debt warrants of Monsanto Company, a Delaware corporation, for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-51919) (the "Earlier Registration Statement") are incorporated in this Registration Statement by reference. The form of Prospectus contained in the Earlier Registration Statement will reflect the aggregate amount of securities registered in this Registration Statement and the Earlier Registration Statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Monsanto Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on November 23, 1998. MONSANTO COMPANY /s/ Gary L. Crittenden By:_______________________________ Name: Gary L. Crittenden Title: Senior Vice President (Principal Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated: Signature Title Date - ------------------------ ------------------------------ ---------------- * Chairman and Director November 23, 1998 - ------------------------ (Principal Executive Officer) Robert B. Shapiro /s/ Gary L. Crittenden Senior Vice President November 23, 1998 - ------------------------ (Principal Financial Officer) Gary L. Crittenden * Vice President and Controller November 23, 1998 - ------------------------ (Principal Accounting Officer) Michael R. Hogan * Director November 23, 1998 - ------------------------ Robert M. Heyssel * Director November 23, 1998 - ------------------------ Michael Kantor * Director November 23, 1998 - ------------------------ Gwendolyn S. King -4- * Director November 23, 1998 - ------------------------ Philip Leder * Director November 23, 1998 - ------------------------ Jacobus F. M. Peters * Director November 23, 1998 - ------------------------ John S. Reed * Director November 23, 1998 - ------------------------ John E. Robson * Director November 23, 1998 - ------------------------ William D. Ruckelshaus *Barbara L. Blackford, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Registration Statement. /s/ Barbara L. Blackford ----------------------------------- Attorney-in-Fact -5- EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 5.1 Opinion of Winston & Strawn 23.1 Consent of Winston & Strawn (included in Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 24.1* Power of Attorney 24.2 Power of Attorney for Gary L. Crittenden 24.3 Power of Attorney for Michael R. Hogan * Previously filed EX-5.1 2 OPINION OF WINSTON & STRAWN Exhibit 5.1 Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601-9703 November 23, 1998 Board of Directors Monsanto Company 800 North Lindbergh Boulevard St. Louis, Missouri 63167 Ladies and Gentlemen: We have acted as special counsel to Monsanto Company, a Delaware corporation (the "Company"), and are rendering this opinion in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Company's (i) common stock, $2.00 par value per share, including rights attached thereto to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Company's Rights Plan (collectively, the "Common Stock"); (ii) preferred stock, no par value per share (the "Preferred Stock"); (iii) depositary shares representing shares of the Preferred Stock ("Depositary Shares"); (iv) senior debt securities (the "Senior Debt Securities"); (v) subordinated debt securities (the "Subordinated Debt Securities"); (vi) warrants to purchase Common Stock, Preferred Stock, Senior Debt Securities, Subordinated Debt Securities, or Depositary Shares (the "Warrants"); and (vii) contracts to purchase Common Stock or Preferred Stock ("Stock Purchase Contracts"), all of which may be issued at an aggregate public offering price not to exceed $400,000,000. We have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for the purposes of this opinion. Based upon such examination, we are of the following opinion: 1. The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Delaware. 2. With respect to the Common Stock, when (i) the Common Stock has been duly authorized by the Company's Board of Directors or Finance Committee, (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the sale of the Common Stock have been duly established in conformity with the Company's Restated Certificate of Incorporation and By-laws and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (iv) the Common Stock has been issued and sold as contemplated by the Registration Statement, the Common Stock will be validly issued, fully paid, and nonassessable. 3. With respect to the Preferred Stock, when (i) the Preferred Stock has been duly authorized by the Company's Board of Directors or Finance Committee, (ii) the Registration Statement has become effective under the Securities Act, (iii) appropriate Certificate or Certificates of Designations relating to a class or series of the Preferred Stock to be sold under the Registration Statement have been duly authorized and adopted and filed with the Secretary of State of the State of Delaware, (iv) the terms of issuance and sale of shares of such class or series of Preferred Stock have been duly established in conformity with the Company's Restated Certificate of Incorporation and By-laws and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (v) shares of such class or series of Preferred Stock have been duly issued and sold as contemplated by the Registration Statement, such Preferred Stock will be validly issued, fully paid, and nonassessable. 4. With respect to Depositary Shares, when (i) the Registration Statement has become effective under the Securities Act, (ii) the Deposit Agreement relating to the Depositary Shares has been duly authorized, executed and delivered, (iii) the terms of the Depositary Shares and of their issuance have been duly established in conformity with the Deposit Agreement and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (iv) the class or series of Preferred Stock that is represented by the Depositary Shares has been duly authorized, validly issued and delivered to the Depositary, (v) the Depositary Receipts evidencing the Depositary Shares have been executed, countersigned and issued against deposit of the class or series of Preferred Stock in accordance with the Deposit Agreement, and (vi) the Depositary Shares have been issued and sold as contemplated by the Registration Statement, the Depositary Shares will be validly issued and the Depositary Receipts will entitle the holders thereof to the rights specified in the Depositary Shares and the Deposit Agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 5. With respect to the Senior Debt Securities and the Subordinated Debt Securities, when (i) the Registration Statement has become effective under the Securities Act, (ii) the Indenture relating to the applicable series of Debt Securities has been duly authorized, executed, and delivered, (iii) the terms of such Senior Debt Securities or Subordinated Debt Securities and of their issue and sale have been duly established in conformity with resolutions of the Board of Directors or Finance Committee of the Company and in conformity with the applicable Indenture, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (iv) such Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement, such Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 6. With respect to the Warrants, when (i) the Registration Statement has become effective under the Securities Act, (ii) the Warrant Agreement relating to the Warrants has been duly authorized, executed, and delivered, (iii) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement, and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (iv) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement and issued and sold as contemplated by the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 7. With respect to the Stock Purchase Contracts, when (i) the Registration Statement has become effective under the Securities Act, (ii) the Purchase Contract Agreement relating to the Stock Purchase Contracts has been duly authorized, executed and delivered, (iii) the terms of the Stock Purchase Contracts and of their issuance and sale have been duly established in conformity with the Purchase Contract Agreement, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (iv) the Stock Purchase Contracts have been duly executed and countersigned in accordance with the Purchase Contract Agreement and issued and sold as contemplated by the Registration Statement, the Stock Purchase Contracts will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than the laws of the State of Illinois, United States federal laws, and the corporate law of the State of Delaware. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the laws of the State of Illinois. We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible, and we have assumed that the Indentures will be duly authorized, executed, and delivered by the respective Trustees thereunder, the Deposit Agreement will be duly authorized, executed, and delivered by the Depositary thereunder, the Warrant Agreement will be duly authorized, executed, and delivered by the Warrant Agent thereunder and the Purchase Contract Agreement will be duly authorized, executed and delivered by the Purchase Contract Agent thereunder, assumptions which we have not independently verified. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement and to the use of this opinion for filing with the Registration Statement as Exhibit 5.1 thereto. Very truly yours, /s/ Winston & Strawn EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-3 of Monsanto Company filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 Prospectus, which is part of this Registration Statement. St. Louis, Missouri November 18, 1998 EX-24.2 4 POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of them acting alone, to be his or her true lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-3 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of debt securities, common stock, preferred stock, or any hybrid or combination thereof ("Securities"), including without limitation warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued by the Company from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 15th day of October, 1998. /s/ Gary L. Crittenden ------------------------------------- Gary L. Crittenden, Principal Financial Officer EX-24.3 5 POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears below, as a Director or Officer of Monsanto Company (the "Company"), a Delaware corporation with its general offices in the County of St. Louis, Missouri, does hereby make, constitute and appoint R. WILLIAM IDE III, BARBARA L. BLACKFORD and SONYA M. DAVIS, or any of them acting alone, to be his or her true lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-3 and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), covering the registration of debt securities, common stock, preferred stock, or any hybrid or combination thereof ("Securities"), including without limitation warrants or other rights to purchase Securities and Securities convertible into other Securities, to be issued by the Company from time to time after the Registration Statement becomes effective, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents. Dated and effective as of the 14th day of October, 1998. /s/ Michael R. Hogan ------------------------------------- Michael R. Hogan, Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----