-----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, FLRXcDzLFvH3TXqjql/EnBmw7kZe3GU9Bm5zhZMFj+gYQYdhZT2ErRQ+xEAeVZrR S12KvFYgrAzzG+gWWD80bA== 0000950131-99-004501.txt : 19990729 0000950131-99-004501.hdr.sgml : 19990729 ACCESSION NUMBER: 0000950131-99-004501 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990728 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/A SEC ACT: SEC FILE NUMBER: 333-73233 FILM NUMBER: 99671698 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/A 1 AMENDMENT #2 TO FORM S-4 As Filed with the Securities and Exchange Commission on July 28, 1999 Registration No. 333-73233 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- AMENDMENT NO. 2 TO FORM S-4 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 of (I.R.S. Employer Identification No.) incorporation or organization) -------------- 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 office) -------------- 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 Public: As soon as practicable after this Registration Statement becomes effective. 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SUBJECT TO COMPLETION, DATED JULY 28, 1999 PROSPECTUS [Monsanto logo] Monsanto Company Exchange Offer for $500,000,000 5.375% Notes due 2001 $600,000,000 5.750% Notes due 2005 $200,000,000 5.875% Notes due 2008 $500,000,000 6.500% Debentures due 2018 $700,000,000 6.600% Debentures due 2028 Terms of the Exchange Offer . The exchange offer expires at 5:00 p.m., New York City time, on , 1999, unless Monosanto, in its sole discretion, extends the exchange offer to allow additional tenders of outstanding notes and debentures. . All outstanding notes and debentures that are validly tendered and not validly withdrawn will be exchanged. . Tenders of outstanding notes and debentures may be withdrawn at any time prior to the expiration of the exchange offer. . The exchange offer is not subject to any condition, other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. . Monsanto will not receive any proceeds from the exchange offer. . The exchange of notes and debentures will not be a taxable exchange for U.S. federal income tax purposes. . The terms of the registered notes and debentures and the outstanding notes and debentures are substantially identical, except that the outstanding notes and debentures are subject to transfer restrictions and have registration rights. . There is no existing market for the registered notes and debentures, and Monsanto does not intend to apply for their listing on any securities exchange. For a discussion of some factors that you should consider before tendering your outstanding notes and debentures in the exchange offer, see "Risk Factors" on page 7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. Monsanto may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. ---------------- The date of this Prospectus is , 1999. Each broker-dealer that receives registered debt for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered debt. Each letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered debt received in exchange for outstanding debt acquired by such broker-dealer as a result of market-making activities or other trading activities. Monsanto has agreed that, ending on the close of business on the 180th day following the expiration date of the exchange offer, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." You should rely on the information contained, or incorporated by reference, in this prospectus. Monsanto has not authorized anyone to provide you with different information. Monsanto is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. ---------------- TABLE OF CONTENTS
Page ---- Prospectus Summary......................................................... 1 Risk Factors............................................................... 7 Use of Proceeds............................................................ 8 The Exchange Offer......................................................... 9 Description of the Registered Debt......................................... 17 United States Federal Tax Consequences..................................... 27 Plan of Distribution....................................................... 29 Where You Can Find More Information........................................ 30 Incorporation of Certain Documents by Reference............................ 30 Validity of the Registered Debt............................................ 31 Experts.................................................................... 31
---------------- Trademarks and service marks owned or licensed by Monsanto and its subsidiaries are indicated by special type throughout this prospectus. PROSPECTUS SUMMARY The following summary is qualified in its entirety by reference to the more detailed information and consolidated financial information appearing elsewhere in or incorporated by reference into this prospectus. The Company Monsanto is a life sciences company, committed to finding solutions to the growing global needs for food and health by applying common forms of science and technology among agriculture, nutrition and health. Monsanto makes, researches and markets high-value agricultural products, pharmaceuticals and nutrition-based health products. Monsanto was incorporated in 1933 under Delaware law and is the successor to a Missouri corporation, Monsanto Chemical Works, organized in 1901. Monsanto's principal executive offices are located at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167 (telephone number (314) 694-1000) and its internet address is http://www.monsanto.com. Purpose of the Exchange Offer On December 9, 1998, Monsanto sold, through a private placement exempt from the registration requirements of the Securities Act of 1933, $500 million of its 5.375% Notes due 2001, $600 million of its 5.750% Notes due 2005, $200 million of its 5.875% Notes due 2008, $500 million of its 6.500% Debentures due 2018 and $700 million of its 6.600% Debentures due 2028. We refer to these five series of outstanding notes and debentures as "outstanding debt" in this prospectus. Monsanto used the net proceeds from the sale of the outstanding debt to finance or refinance seed company acquisitions, including to refinance its outstanding commercial paper as it became due, and for working capital purposes. Pending use for the foregoing purposes, Monsanto invested the proceeds in short-term investment grade marketable securities or money market obligations. Simultaneously with the private placement, Monsanto entered into a registration rights agreement with the initial purchasers of the outstanding debt. Under the registration rights agreement, Monsanto was required to use its reasonable efforts to cause a registration statement for substantially identical notes and debentures, to be issued in exchange for the outstanding debt, to become effective on or before June 7, 1999. We refer to the notes and debentures to be registered under this exchange offer registration statement as "registered debt" in this prospectus. The registration rights agreement requires Monsanto to pay liquidated damages to the holders of outstanding debt from June 8, 1999 until it consummates the exchange offer. You may exchange your outstanding debt for registered debt in this exchange offer. You should read the discussion under the heading "Summary of Terms of the Registered Debt" and "Description of the Registered Debt" for further information regarding the registered debt. Monsanto did not register the outstanding debt under the Securities Act or any state securities laws, nor does it intend to after the exchange offer. As a result, the outstanding debt may only be transferred in limited circumstances under the securities laws. If the holders of the outstanding debt do not exchange their notes and debentures in the exchange offer, they lose their right to have the outstanding debt registered under the Securities Act, subject to certain limitations. Anyone who still holds outstanding debt after the exchange offer may be unable to resell such notes and debentures. However, Monsanto believes that holders of the outstanding debt may resell the registered debt without complying with the registration and prospectus delivery provisions of the Securities Act, if they meet certain 1 conditions. You should read the discussion under the headings "Summary of the Exchange Offer" and "The Exchange Offer" for further information regarding the exchange offer and resales of the registered debt. Summary of the Exchange Offer Registration Rights....... Monsanto sold the outstanding debt on December 9, 1998 to Salomon Smith Barney Inc. and Goldman, Sachs & Co., the initial purchasers. The initial purchasers then sold the outstanding debt to institutional investors. Simultaneously with the initial sale of the outstanding debt, Monsanto entered into a registration rights agreement with the initial purchasers, which provides for the exchange offer. You may exchange your outstanding debt for registered debt, which has substantially identical terms. The exchange offer satisfies your rights under the registration rights agreement. After the exchange offer is over, you will not be entitled to any exchange or registration rights with respect to your outstanding debt. Therefore, if you do not exchange your outstanding debt, you will not be able to reoffer, resell or otherwise dispose of your outstanding debt unless (1) you comply with the registration and prospectus delivery requirements of the Securities Act, or (2) you are exempt from such Securities Act requirements. The Exchange Offer........ Monsanto is offering to exchange $500 million total principal amount of its 5.375% Notes due 2001, $600 million total principal amount of its 5.750% Notes due 2005, $200 million total principal amount of its 5.875% Notes due 2008, $500 million total principal amount of its 6.500% Debentures due 2018 and $700 million total principal amount of its 6.600% Debentures due 2028, which have been registered under the Securities Act, for, respectively, your outstanding 5.375% Notes due 2001, 5.750% Notes due 2005, 5.875% Notes due 2008, 6.500% Debentures due 2018 or 6.600% Debentures due 2028 sold in the December 1998 private offering. To exchange your outstanding debt, you must properly tender it, and Monsanto must accept it. Monsanto will exchange all outstanding debt that you validly tender and do not validly withdraw. Monsanto will issue registered debt at or promptly after the end of the exchange offer. Resales................... Monsanto believes that you can offer for resale, resell or otherwise transfer the registered debt without complying with the registration and prospectus delivery requirements of the Securities Act if: . you acquire the registered debt in the ordinary course of your business; . you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the registered debt; and . you are not an "affiliate" of Monsanto, as defined in Rule 405 of the Securities Act. 2 If any of these conditions is not satisfied and you transfer any registered debt without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. Monsanto will not assume or indemnify you against such liability. Each broker-dealer that receives registered debt for its own account in exchange for outstanding debt, where such outstanding debt was acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such registered debt. See "Plan of Distribution." A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the registered debt. Expiration Date........... The exchange offer expires at 5:00 p.m., New York City time, on , 1999, unless Monsanto, in its sole discretion, extends the exchange offer to allow additional tenders of outstanding debt. Liquidated Damages........ Under the registration rights agreement, Monsanto is required to pay liquidated damages to the holders of outstanding debt from June 8, 1999, until it consummates the exchange offer. Conditions to the Exchange Offer........... The exchange offer is subject to conditions, some of which Monsanto may waive. Such conditions are more fully described later in this prospectus under "The Exchange Offer--Conditions to the Exchange Offer." Procedures for Tendering Outstanding Debt......... Monsanto issued the outstanding debt as global securities. When the outstanding debt was issued, Monsanto deposited it with The Bank of New York, as depositary. The Bank of New York established a certificateless depositary interest in each note and debenture, which represents a 100% interest in the notes and debentures, in the name of Cede & Co., the nominee of The Depository Trust Company, commonly known as "DTC". Beneficial interests in the outstanding debt, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC. You may tender your outstanding debt through book- entry transfer in accordance with DTC's Automated Tender Offer Program, or "ATOP". To tender your outstanding debt by a means other than ATOP, a letter of transmittal must be completed and signed according to the instructions contained in such letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver your outstanding debt to the exchange agent or comply with the procedures for guaranteed delivery. See "The Exchange Offer-- Procedures for Tendering Outstanding Debt" for more information. 3 Do not send letters of transmittal and certificates representing outstanding debt, if any, to Monsanto. Send these documents only to the exchange agent. See "The Exchange Offer--Exchange Agent" for more information. Special Procedures for Beneficial Owners........ If you are a beneficial owner whose outstanding debt is registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your outstanding debt in the exchange offer, please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with the instructions set forth elsewhere in this prospectus. Withdrawal Rights......... You may withdraw the tender of your outstanding debt at any time before 5:00 p.m., New York City time, on , 1999, unless Monsanto extends the date. Appraisal or Dissenters' Rights................... Holders of outstanding debt do not have any appraisal or dissenters' rights in the exchange offer. If you do not tender your outstanding debt or Monsanto does not accept your tender because, among other things, you invalidly tendered it, you will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. However, your notes and debentures will remain outstanding and entitled to the benefits of the indenture. Federal Income Tax Considerations........... The exchange of outstanding notes and debentures is not a taxable exchange for United States federal income tax purposes. You will not recognize any taxable gain or loss or any interest income as a result of the exchange. For additional information regarding federal income tax considerations, you should read the discussion under the heading "United States Federal Tax Consequences." Use of Proceeds........... Monsanto will not receive any proceeds from the issuance of the registered debt, and Monsanto will pay the expenses of the exchange offer. Exchange Agent............ The Bank of New York is serving as exchange agent in the exchange offer. The mailing address of the exchange agent is The Bank of New York, 101 Barclay Street, 7E, New York, New York 10286, Attention: Reorganization Department. Deliveries by hand or overnight courier should be addressed to The Bank of New York, 101 Barclay Street, 7E, Corporate Trust Services Window, Ground Level, New York, New York 10286, Attention: Reorganization Department. For information about the exchange offer, call the exchange agent at telephone number: (212) 815-6333 or facsimile number: (212) 815-4699. 4 Summary of Terms of the Registered Debt The form and terms of the registered debt are the same as the form and terms of the outstanding debt, except that the registered debt will be registered under the Securities Act. As a result, the registered debt will not bear legends restricting its transfer and will not contain the registration rights and liquidated damages provisions contained in the outstanding debt. The registered debt represents the same debt as the outstanding debt. Both the outstanding debt and the registered debt are governed by the same indenture. Aggregate Amount.......... $500,000,000 principal amount of 5.375% Notes due 2001, $600,000,000 principal amount of 5.750% Notes due 2005, $200,000,000 principal amount of 5.875% Notes due 2008, $500,000,000 principal amount of 6.500% Debentures due 2018, and $700,000,000 principal amount of 6.600% Debentures due 2028. Interest.................. Interest will accrue on the registered debt from the date of initial issuance and will be payable on June 1 and December 1 of each year, beginning December 1, 1999. Holders of registered debt will receive interest on December 1, 1999 from the date of initial issuance of the registered debt, plus an amount equal to the accrued, but unpaid, interest on the outstanding debt. Ranking................... The registered debt will be senior unsecured obligations of Monsanto and will rank equally with all other senior unsecured and unsubordinated indebtedness of Monsanto. Optional Redemption....... The Notes due 2001 are not redeemable prior to maturity. The other series of registered debt will be redeemable as a whole or in part, at the option of Monsanto, at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the registered debt to be redeemed or (2) the sum of the present values of the remaining scheduled principal and interest payments discounted, on a semiannual basis, at a rate equal to the sum of the applicable Treasury Rate (as defined herein) and 15 basis points for the Notes due 2005, 20 basis points for the Notes due 2008 and the Debentures due 2018, and 25 basis points for the Debentures due 2028, plus, in each case, accrued interest to the date of redemption. Sinking Fund.............. None. Use of Proceeds........... Monsanto will not receive any cash proceeds in the exchange offer. Form of the Registered Debt..................... The registered debt will be represented by one or more permanent global securities in bearer form deposited with The Bank of New York, as book-entry depositary, for the benefit of DTC. You will not receive notes or debentures in registered form unless one of the events set forth under the heading "Description of the Registered Debt--Global Securities" and "--Certificated Securities" occurs. Instead, beneficial interests in the registered debt will be shown on, and transfers of these interests will be effected only through, records maintained in book-entry form by DTC with respect to its participants. Absence of a Public Market for the Registered Debt.......... Monsanto does not intend to apply for a listing of the registered debt on any securities exchange. The initial purchasers of the outstanding debt have advised Monsanto that they currently intend to make a 5 market in the registered debt following the exchange offer, but they are not obligated to do so, and any market-making may be stopped at any time without notice. Monsanto does not know if an active public market for the registered notes and debentures will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the registered notes and debentures may be adversely affected. Monsanto cannot make any assurances regarding the liquidity of the market for such registered debt, the ability of holders to sell their registered debt or the price at which holders may sell their registered debt. For additional information regarding the registered debt, see "Description of the Registered Debt." Other Offerings In addition to the Monsanto's private placement of the outstanding debt, in November 1998 Monsanto completed offerings of common stock and adjustable conversion-rate equity security units that resulted in aggregate net proceeds, after deducting estimated expenses, of approximately $1.64 billion. This prospectus relates only to the offering of registered debt and no other securities. 6 RISK FACTORS Before making a decision to exchange your notes and debentures in the exchange offer, you should consider, in addition to the information with respect to Monsanto and its business contained in this prospectus or incorporated in this prospectus by reference, the following risk factors relating to the exchange offer. Failure to Exchange Outstanding Debt for Registered Debt Limits Your Ability to Sell or Transfer the Notes and Debentures Monsanto did not register the outstanding debt under the Securities Act or any state securities laws, nor does it intend to after the exchange offer. As a result, the outstanding debt may only be transferred in limited circumstances under the securities laws. If the holders of the outstanding debt who are eligible to participate in the exchange offer do not exchange their notes and debentures in the exchange offer, they lose their right to have the outstanding debt registered under the Securities Act. A holder of outstanding debt after the exchange offer may be unable to sell the notes and debentures. Lack of Public Market for Registered Debt May Limit its Liquidity Monsanto does not intend to apply for a listing of the registered debt on any securities exchange. The initial purchasers of the outstanding debt have advised Monsanto that they currently intend to make a market in the registered debt following the exchange offer, but they are not obligated to do so, and they may stop any market-making at any time without notice. Monsanto does not know if an active public market for the registered debt will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the registered debt may be adversely affected. Monsanto cannot make any assurances regarding the liquidity of the market for the registered debt, the ability of holders to sell their registered debt or the price at which holders may sell their registered debt. 7 USE OF PROCEEDS Monsanto will not receive any proceeds from the exchange offer. In consideration for issuing the registered debt, Monsanto will receive in exchange outstanding debt of like principal amount, the terms of which are identical in all material respects to the registered debt. The outstanding debt surrendered in exchange for registered debt will be retired and canceled and cannot be reissued. Accordingly, issuance of the registered debt will not result in any increase in Monsanto's indebtedness. Monsanto has agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer. The net proceeds to Monsanto from the sale of the outstanding debt, after deducting expenses, was approximately $2.475 billion. Monsanto used such net proceeds to finance or refinance seed company acquisitions, including to refinance its outstanding commercial paper as it became due, and for working capital purposes. 8 THE EXCHANGE OFFER Purpose of the Exchange Offer Simultaneously with the sale of the outstanding debt, Monsanto entered into a registration rights agreement with Salomon Smith Barney Inc. and Goldman, Sachs & Co., the initial purchasers of the outstanding debt. Under this registration rights agreement, Monsanto agreed to file a registration statement regarding the exchange of the outstanding debt for registered notes and debentures with terms identical in all material respects. Monsanto also agreed to use its reasonable best efforts to cause that registration statement to become effective with the Securities and Exchange Commission. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Monsanto is conducting the exchange offer to satisfy its contractual obligations under the registration rights agreement. The form and terms of the registered debt are the same as the form and terms of the outstanding debt, except that the registered debt will be registered under the Securities Act, and holders of the registered debt will not be entitled to liquidated damages. The registration rights agreement requires Monsanto to pay liquidated damages to holders of the outstanding debt from June 8, 1999 until it consummates the exchange offer. See "Description of the Registered Debt--Registration Rights; Liquidated Damages" for more information on liquidated damages. Upon the completion of the exchange offer, holders of outstanding debt will not be entitled to any liquidated damages on the outstanding debt or any further registration rights under the registration rights agreement, except under limited circumstances. The exchange offer is not extended to outstanding debt holders in any jurisdiction where the exchange offer does not comply with the securities or blue sky laws of that jurisdiction. In the event that (1) applicable interpretations of the SEC's staff do not permit Monsanto to conduct the exchange offer, or (2) certain holders of the outstanding debt notify Monsanto that they are not eligible to participate in, or would not receive freely tradeable registered debt in exchange for tendered outstanding debt in, the exchange offer, Monsanto will use its reasonable efforts to cause to become effective a shelf registration statement with respect to the resale of the outstanding debt. Monsanto also agreed to use its reasonable efforts to keep the shelf registration statement effective until the earlier of (1) two years after the date of the issuance of the outstanding debt, unless Rule 144(k) is amended to provide a shorter restrictive period, or (2) such time as when all the securities covered by the shelf registration statement have been sold. The term "holder" as used in this section of the prospectus entitled "The Exchange Offer" means (1) any person in whose name the outstanding debt is registered on Monsanto's books, or (2) any other person who has obtained a properly completed bond power from the registered holder, or (3) any person whose outstanding debt is held of record by DTC and who wants to deliver such outstanding debt by book-entry transfer at DTC. Terms of the Exchange Offer Monsanto is offering to exchange up to $2,500,000,000 total principal amount of registered debt for a like total principal amount of outstanding debt. The outstanding debt must be tendered properly on or before the expiration date of the exchange offer and not withdrawn. In exchange for outstanding debt properly tendered and accepted, Monsanto will issue a like total principal amount of up to $2,500,000,000 in registered debt. The exchange offer is not conditioned upon holders tendering a minimum principal amount of outstanding debt. As of the date of this prospectus, $2,500,000,000 aggregate principal amount of outstanding debt is outstanding. 9 Holders of the outstanding debt do not have any appraisal or dissenters' rights in the exchange offer. If holders do not tender outstanding debt or tender outstanding debt that Monsanto does not accept, their outstanding debt will remain outstanding. Any outstanding debt will be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. After the expiration date of the exchange offer, Monsanto will return to the holder any tendered outstanding debt that Monsanto did not accept for exchange due to, among other things, an invalid tender. Holders exchanging outstanding debt will not have to pay brokerage commissions or fees or transfer taxes if they follow the instructions in the letter of transmittal. Monsanto will pay the charges and expenses, other than certain taxes described below, in the exchange offer. See "--Fees and Expenses" for further information regarding fees and expenses. Neither Monsanto nor Monsanto's board of directors recommends that you tender or not tender your outstanding debt in the exchange offer. In addition, Monsanto has not authorized anyone to make any recommendation. You must decide whether to tender your outstanding debt in the exchange offer and, if so, the aggregate amount of such outstanding debt to tender. As used in this prospectus, the "expiration date" of the exchange offer is 5:00 p.m., New York City time, on , 1999, unless Monsanto, in its sole discretion, extends the exchange offer to allow additional tenders of outstanding debt. The registration rights agreement requires Monsanto to keep the exchange offer open for at least thirty days. Because Monsanto did not consummate the exchange offer by July 22, 1999, the registration rights agreement requires Monsanto to pay liquidated damages to the holders of outstanding debt until it consummates the exchange offer. Consequently, Monsanto does not expect to extend the exchange offer past the expiration date but may do so to permit additional holders to exchange their outstanding debt. Monsanto has the right, in accordance with applicable law, at any time: . to delay the acceptance of the outstanding debt; . to terminate the exchange offer if Monsanto determines that any of the conditions to the exchange offer have not occurred or have not been satisfied; . to extend the expiration date of the exchange offer and keep all outstanding debt tendered other than those outstanding notes and debentures properly withdrawn; and . to waive any condition or amend the terms of the exchange offer. If Monsanto materially changes the exchange offer, or if Monsanto waives a material condition of the exchange offer, Monsanto will promptly distribute a prospectus supplement to the holders of the outstanding debt disclosing the change or waiver. Monsanto also will extend the exchange offer as required by Rule 14e-1 under the Securities Exchange Act of 1934. If Monsanto exercises any of the rights listed above, it will promptly give oral or written notice of the action to the exchange agent and will issue a release to an appropriate news agency. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Acceptance for Exchange and Issuance of Registered Debt Monsanto will issue registered debt to the exchange agent for outstanding debt tendered and accepted, and not withdrawn, promptly on or after the expiration date. The exchange agent might not deliver the registered debt to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents. 10 Monsanto will be deemed to have exchanged outstanding debt validly tendered and not withdrawn when Monsanto gives oral or written notice to the exchange agent of their acceptance. The exchange agent is an agent for Monsanto for purposes of receiving tenders of outstanding debt, letters of transmittal and related documents. The exchange agent also is an agent for tendering holders for purposes of receiving outstanding debt, letters of transmittal and related documents and transmitting registered debt to validly tendering holders. If for any reason, Monsanto (1) delays the acceptance or exchange of any outstanding debt; (2) extends the exchange offer; or (3) is unable to accept or exchange outstanding debt, then the exchange agent may, on behalf of Monsanto, and subject to Rule 14e-1(c) under the Exchange Act, retain tendered notes and debentures. Tendered notes and debentures retained by the exchange agent may not be withdrawn, except according to the withdrawal procedures outlined in the section entitled "--Withdrawal Rights" below. In tendering outstanding debt, you must warrant in the letter of transmittal or in an "Agent's Message", as described below, that: . you have full power and authority to tender, exchange, sell, assign and transfer your outstanding debt; . Monsanto will acquire good, marketable and unencumbered title to the tendered outstanding debt, free and clear of all liens, restrictions, charges and other encumbrances; and . the outstanding debt tendered for exchange is not subject to any adverse claims or proxies. You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by Monsanto or the exchange agent to complete the exchange, sale, assignment, and transfer of the outstanding debt and that you will comply with your obligations under the registration rights agreement. Procedures for Tendering Outstanding Debt Valid Tender You may tender your outstanding debt by book-entry transfer or, if you hold certificated securities, by other means, as described below. For book-entry transfer, you must deliver to the exchange agent either (1) a completed and signed letter of transmittal or (2) an "agent's message". An agent's message means a message, transmitted by DTC to and received by the exchange agent which forms part of a confirmation of a book-entry transfer of outstanding debt into the exchange agent's account at DTC. The agent's message states that DTC has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by the letter of transmittal and that Monsanto may enforce the letter of transmittal against such participant. You must deliver your letter of transmittal or the agent's message by mail, facsimile, hand delivery or overnight carrier to the exchange agent on or before the expiration date. In addition, to complete a book-entry transfer, you must also either (1) have DTC transfer the outstanding debt into the exchange agent's account at DTC using the ATOP procedures for transfer, and obtain a confirmation of such transfer, or (2) follow the guaranteed delivery procedures described below under "--Guaranteed Delivery Procedures." If you tender less than all of your outstanding debt, you should fill in the principal amount of notes and debentures tendered in the appropriate box on the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, Monsanto will assume you are tendering all outstanding debt that you hold. For tendering your outstanding debt other than by book-entry transfer, you must deliver a completed and signed letter of transmittal to the exchange agent. Again, you must deliver the letter of transmittal by mail, facsimile, hand delivery or overnight carrier to the exchange agent on or before the expiration date. In addition, to complete a valid tender you must either (1) deliver your outstanding debt to the exchange agent on or before the expiration date, or (2) follow the guaranteed delivery procedures set forth below under "--Guaranteed Delivery Procedures." 11 Delivery of required documents by whatever method you choose is at your sole risk. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery of such documents to the exchange agent. If delivery is made by mail, then registered mail, return receipt requested, properly insured, or an overnight delivery service is recommended. In all cases, you should allow sufficient time to ensure timely delivery. Signature Guarantees You do not need to endorse certificates for the outstanding debt or provide signature guarantees on the letter of transmittal, unless (1) someone other than the registered holder tenders the certificate or (2) you complete the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal. In the case of (1) or (2) above, you must sign your outstanding debt or provide a properly executed bond power, with the signature on the bond power and on the letter of transmittal guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution." An "eligible guarantor institution" includes: (1) a bank; (2) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (3) a credit union; (4) a national securities exchange, registered securities association or clearing agency; or (5) a savings association that is a participant in a securities transfer association. Guaranteed Delivery If you want to tender your outstanding debt in the exchange offer and (1) the certificates for the outstanding debt are not immediately available or all required documents are unlikely to reach the exchange agent on or before the expiration date, or (2) a book-entry transfer cannot be completed in time, you may tender your outstanding debt if you comply with the following guaranteed delivery procedures: (a) you tender through an eligible guarantor institution; (b) you deliver a properly completed and signed notice of guaranteed delivery, like the form provided with the letter of transmittal, to the exchange agent on or before the expiration date; and (c) you deliver the certificates or a confirmation of book-entry transfer and a properly completed and signed letter of transmittal to the exchange agent within three New York Stock Exchange trading days after the notice of guaranteed delivery is executed. You may deliver the notice of guaranteed delivery by hand, facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form described in the notice. Monsanto's acceptance of properly tendered outstanding debt is a binding agreement between the tendering holder and Monsanto upon the terms and subject to the conditions of the exchange offer. Determination of Validity Monsanto will resolve all questions regarding the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tendered outstanding debt. Monsanto's resolution of these questions and Monsanto's interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, are final and binding on all parties. A tender of outstanding debt is invalid until all irregularities have been cured or waived. None of Monsanto, any of its affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in tenders nor will they be liable for failing to give any such notice. Monsanto reserves the absolute right, in its sole and absolute discretion, to reject any tenders determined to be in improper form or unlawful. Monsanto also reserves the absolute right to waive any of the conditions of the exchange offer or any condition or irregularity in the tender of outstanding debt by any holder. Monsanto need not waive similar conditions or irregularities in the case of other holders. 12 If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate that capacity when signing. In addition, unless waived by Monsanto, the person must submit proper evidence satisfactory to Monsanto, in its sole discretion, of his or her authority to so act. A beneficial owner of outstanding debt that is held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian should contact that entity promptly if the holder wants to participate in the exchange offer. Resales of Registered Debt Monsanto is exchanging the outstanding debt for registered debt based upon the position of the SEC's staff, set forth in interpretive letters to third parties in other similar transactions. Monsanto will not seek its own interpretive letter. As a result, Monsanto cannot assure you that the SEC's staff will take the same position on this exchange offer as it did in interpretive letters to other parties. Based on the SEC's staff's letters to other parties, Monsanto believes that holders of registered debt, other than broker-dealers, can offer the registered notes and debentures for resale, resell and otherwise transfer such registered debt without delivering a prospectus to prospective purchasers, other than as described below. Any holder of outstanding debt who is an "affiliate" of Monsanto or who intends to distribute registered debt, or any broker-dealer who purchased outstanding debt from Monsanto for resale pursuant to Rule 144A or any other available exemption under the Securities Act: . cannot rely on the SEC's staff's interpretations in the above-mentioned interpretive letters; . cannot tender outstanding debt in the exchange offer; and . must comply with the registration and prospectus delivery requirements of the Securities Act to transfer the outstanding debt, unless the sale is exempt. In addition, if any broker-dealer acquired outstanding debt for its own account as a result of market-making or other trading activities and exchanges such outstanding debt for registered debt, such broker-dealer must deliver a prospectus with any resales of its registered debt. If you want to exchange your outstanding debt for registered debt, you will be required to affirm that: . you are not an "affiliate" of Monsanto; . you are acquiring the registered debt in the ordinary course of your business; . you have no arrangement or understanding with any person to participate in a "distribution", within the meaning of the Securities Act, of the registered debt; and . if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a "distribution", within the meaning of the Securities Act, of the registered debt. In addition, Monsanto may require you to provide information regarding the number of "beneficial owners," within the meaning of Rule 13d-3 under the Exchange Act, of the outstanding debt. Each broker-dealer that receives registered debt for its own account must acknowledge that it acquired its outstanding debt for its own account as the result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such registered debt. By making this acknowledgment and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" under the Securities Act. Based on the SEC's staff's position in certain interpretive letters, Monsanto believes that broker-dealers who acquired outstanding debt for their own accounts as a result of market-making activities or other trading activities may fulfill their prospectus delivery 13 requirements with respect to the registered debt with a prospectus meeting the requirements of the Securities Act. Accordingly, a broker-dealer may use this prospectus to satisfy such requirements. Monsanto has agreed that, starting on the expiration date of the exchange offer and ending on the close of business on the 180th day following such expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" for more information. A broker-dealer intending to use this prospectus in the resale of registered debt must notify Monsanto, on or prior to the expiration date, that it is a participating broker-dealer. This notice may be given in the letter of transmittal or may be delivered to the exchange agent. Any participating broker-dealer who is an "affiliate" of Monsanto may not rely on the SEC's staff's interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act when reselling its registered debt. Monsanto agrees to advise holders of, among other things: . any SEC request for amendments or supplements to the registration statement or this prospectus or for additional information; . the SEC's issuance of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and . Monsanto's receipt of any notification with respect to the suspension of the qualification of the registered debt in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Upon the occurrence of any of these events, Monsanto agrees to notify the holders, if applicable, to suspend use of this prospectus and Monsanto shall prepare, using its reasonable efforts to do so as soon as possible, a post- effective amendment to the registration statement or an amendment or supplement to this prospectus or file any other required document so that, as thereafter delivered to purchasers of the registered debt, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they were made, not misleading. The holders, if applicable, agree that they shall suspend use of this prospectus until Monsanto has amended or supplemented the prospectus so that it does not contain any such untrue statement or omission. Withdrawal Rights You can withdraw tenders of outstanding debt at any time on or before the expiration date of the exchange offer. For a withdrawal to be effective, you must deliver a written or facsimile transmission of a "notice of withdrawal" to the exchange agent on or before the expiration date. The notice of withdrawal must specify the name of the person tendering the outstanding debt to be withdrawn, the total principal amount of outstanding debt withdrawn, and the name of the registered holder of the outstanding debt if it is different from the name of the person tendering the outstanding debt. If you delivered outstanding debt to the exchange agent, you must submit the serial numbers of the outstanding debt to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible guarantor institution, except in the case of outstanding debt tendered for the account of an eligible guarantor institution. If you tendered outstanding debt as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of outstanding debt and you must deliver the notice of withdrawal to the exchange agent by written, telegraphic, telex or facsimile transmission. You may not rescind withdrawals of tender. Outstanding debt properly withdrawn may again be tendered at any time on or before the expiration date. Monsanto will determine all questions regarding the validity, form and eligibility of withdrawal notices. Monsanto's determination will be final and binding on all parties. None of Monsanto, any of its affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice. Withdrawn outstanding debt will be returned to the holder after withdrawal. 14 Interest on Registered Debt The registered debt will bear interest at the respective rates per year that appear on the cover page of this prospectus, payable semi-annually, on June 1 and December 1 of each year, commencing December 1, 1999. Holders of registered debt will receive interest on December 1, 1999 from the date of initial issuance of the registered debt, plus an amount equal to the accrued, but unpaid, interest on the outstanding debt. Interest on the outstanding debt accepted for exchange will cease to accrue upon issuance of the registered debt. Conditions to the Exchange Offer Monsanto need not exchange any outstanding debt, may terminate the exchange offer or may waive any conditions to the exchange offer or amend the exchange offer, if any of the following conditions have occurred: . the SEC's staff no longer allows the registered debt to be offered for resale, resold and otherwise transferred by certain holders without compliance with the registration and prospectus delivery provisions of the Securities Act; . a governmental body passes any law, statute, rule or regulation which, in Monsanto's opinion, prohibits or prevents the exchange offer; . the SEC or any state securities authority issues a stop order suspending the effectiveness of the registration statement or initiates or threatens to initiate a proceeding to suspend the effectiveness of the registration statement; or . Monsanto is unable to obtain any governmental approval that Monsanto believes is necessary to complete the exchange offer. If Monsanto reasonably believes that any of the above conditions has occurred, it may (1) terminate the exchange offer, whether or not any outstanding debt has been accepted for exchange, (2) waive any condition to the exchange offer or (3) amend the terms of the exchange offer in any respect. Monsanto's failure at any time to exercise any of these rights will not waive such rights, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. However, Monsanto does not intend to terminate the exchange offer if none of the preceding conditions has occurred. Exchange Agent Monsanto appointed The Bank of New York as exchange agent for the exchange offer. Holders should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery to the exchange agent addressed as follows: By Registered or Certified Mail: By Hand Or Overnight Delivery: The Bank of New York The Bank of New York 101 Barclay Street, 7E 101 Barclay Street New York, New York 10286 Corporate Trust Services Window Attention: Noriko Miyazaki Ground Level New York, New York 10286 Attention: Noriko Miyazaki Confirm by Telephone: Noriko Miyazaki (212) 815-6333 Facsimile Transmissions: (Eligible Guarantor Institutions Only) (212) 815-4699 If you deliver letters of transmittal and any other required documents to an address or facsimile number other than those listed above, your tender is invalid. 15 Fees and Expenses Monsanto will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. Monsanto will also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for sending copies of this prospectus and related documents to holders of outstanding debt, and in handling or tendering for their customers. Monsanto will pay the transfer taxes for the exchange of the outstanding debt in the exchange offer. If, however, exchange debt is delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than for the exchange of outstanding debt in the exchange offer, then the tendering holder will pay the transfer taxes. If a tendering holder does not submit satisfactory evidence of payment of taxes or exemption from taxes with the letter of transmittal, the taxes will be billed directly to the tendering holder. Monsanto will not make any payment to brokers, dealers or other nominees soliciting acceptances in the exchange offer. Accounting Treatment The registered debt will be recorded at the same carrying value as the outstanding debt. Accordingly, Monsanto will not recognize any gain or loss for accounting purposes. Monsanto intends to amortize the expenses of the exchange offer and issuance of the outstanding debt over the respective terms of each series of the registered debt. 16 DESCRIPTION OF THE REGISTERED DEBT The outstanding debt was, and the registered debt will be, issued pursuant to an indenture, dated as of December 1, 1998, between Monsanto and The Bank of New York, as trustee. A copy of the indenture has been filed as an exhibit to Monsanto's Current Report on Form 8-K filed with the SEC on December 14, 1998 and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The terms of the registered debt are the same as the terms of the outstanding debt, except that (1) Monsanto registered the registered debt under the Securities Act, and, unlike the outstanding debt, its transfer is not restricted and (2) holders of the registered debt are not entitled to certain rights under the registration rights agreement. Because this section of the prospectus merely summarizes the terms of the registered debt, you should read the indenture and the relevant portions of the Trust Indenture Act of 1939 for more complete information regarding the terms of the registered debt, including the definition of certain terms used in this section. Copies of the indenture and registration rights agreement can be obtained by following the instructions contained in this prospectus under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." General The registered debt will have the following terms:
Principal Interest Amount Rate Maturity Date ------------ -------- ---------------- Notes due 2001..................... $500,000,000 5.375% December 1, 2001 Notes due 2005..................... $600,000,000 5.750% December 1, 2005 Notes due 2008..................... $200,000,000 5.875% December 1, 2008 Debentures due 2018................ $500,000,000 6.500% December 1, 2018 Debentures due 2028................ $700,000,000 6.600% December 1, 2028
The registered debt consists of five separate series for purposes of the indenture. The registered debt will be Monsanto's senior unsecured obligations. Payment of the principal of and interest on the registered debt will rank equally with all other senior unsecured debt of Monsanto. Certain series of the registered debt may be redeemable in whole or in part at any time at Monsanto's option. See "--Optional Redemption." The registered debt will not be entitled to the benefit of any mandatory redemption or sinking fund. The indenture does not limit the amount of additional indebtedness Monsanto or any of its subsidiaries may incur. The indenture does not limit the amount of debt securities that Monsanto may issue thereunder and provides that such debt securities may be issued from time to time in one or more series. As of the date of this prospectus, no debt securities, other than the outstanding debt described in this prospectus, were outstanding under the indenture. The registered debt will bear interest at the respective rates per year that appear on the cover page of this prospectus and such interest will be payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 1999, to the persons in whose names the registered debt is registered at the close of business on the immediately preceding May 15 and November 15, respectively. Holders of registered debt will receive interest on December 1, 1999 from the date of initial issuance of the registered debt, plus an amount equal to the accrued, but unpaid, interest on the outstanding debt. Interest on the registered debt will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Principal of, premium, if any, and interest on the registered debt will be payable, and the transfer of registered debt will be registrable, at the office or agency of Monsanto to be maintained for such purpose in the Borough of Manhattan, The City of New York, except that, at Monsanto's option, interest may be paid by mailing a check to the address of the person entitled thereto as it appears on the registered debt register. 17 Interest on the registered debt will be computed on the basis of a 360-day year comprised of twelve 30-day months. The amount of interest payable for any period shorter than a full semiannual period for which interest is computed will be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which principal, premium, if any, or interest is payable on the registered debt is not a business day (as defined in the indenture), then payment of the principal, premium, if any, or interest payable on such date will be made on the next succeeding day that is a business day. Such payment will be made without any interest or other payment in respect of any such delay. The registered debt will be issued initially in minimum denominations of $100,000 and will be available for purchase in integral multiples of $1,000 in excess thereof. Optional Redemption Redemption Provisions. The Notes due 2001 are not redeemable prior to maturity. The other series of registered debt will be redeemable, as a whole or in part, at Monsanto's option, at any time or from time to time, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of registered debt. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the registered debt to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis which assumes a 360-day year consisting of twelve 30-day months, at a rate equal to the sum of the applicable Treasury Rate (as defined below) plus (a) 15 basis points for the Notes due 2005, (b) 20 basis points for the Notes due 2008 and the Debentures due 2018 and (c) 25 basis points for the Debentures due 2028, plus, in each case, accrued interest to the date of redemption. On and after the redemption date, interest will cease to accrue on the registered debt or any portion of the registered debt called for redemption (unless Monsanto defaults in the payment of the redemption price and accrued interest). On or before the redemption date, Monsanto will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the registered debt to be redeemed on such date. If less than all of the registered debt of any series are to be redeemed, the registered debt to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. Certain Definitions. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the second business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes due 2005, the Notes due 2008, the Debentures due 2018 or the Debentures due 2028, as the case may be, to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of registered debt. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by Monsanto. "Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Salomon Smith Barney Inc. and Goldman, Sachs & Co. and their respective successors. If any of the foregoing shall cease to be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), Monsanto shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer. 18 "Remaining Scheduled Payments" means, with respect to registered debt to be redeemed, the remaining scheduled payments of principal of and interest on such registered debt that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such registered debt, the amount of the next succeeding scheduled interest payment on such registered debt will be reduced by the amount of interest accrued on such registered debt to such redemption date. Certain Covenants Restriction on Liens. The indenture provides that Monsanto will not, nor will it permit a Restricted Subsidiary to, secure indebtedness for money borrowed by placing a lien on any Operating Property owned or leased by Monsanto or any Restricted Subsidiary or on any shares of stock or debt of any Restricted Subsidiary without equally and ratably securing the registered debt, unless (1) the principal amount of such indebtedness plus (2) the Attributable Debt in respect of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions the proceeds of which are applied as provided under the second bullet point of the following paragraph) does not exceed 10% of the Consolidated Net Assets of Monsanto and its consolidated subsidiaries. This restriction will not apply to, and there shall be excluded in computing secured indebtedness for purposes of this restriction, certain permitted liens, including: . liens existing as of the date of the indenture; . liens existing at the time any corporation becomes a Restricted Subsidiary; . liens on property existing at the time of acquisition and certain purchase money or similar liens; . liens to secure certain development, operation, construction, alteration, repair or improvement costs; . liens securing indebtedness owing to Monsanto or another Restricted Subsidiary by a Restricted Subsidiary; . liens in connection with either government contracts, including the assignment of moneys due or to become due thereon or obligations issued by a state or a commonwealth or certain other governmental entities; . certain liens in connection with legal proceedings or arising in the ordinary course of business and not in connection with the borrowing of money; and . extensions, substitutions, replacements or renewals of the foregoing. (Section 1007) Restriction on Sale and Leaseback Transactions. The indenture further provides that Monsanto will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless either (1) the Attributable Debt in respect thereto and all other sale and leaseback transactions entered into after the date of the indenture (other than those the proceeds of which are applied to reduce indebtedness under (2) following), plus the aggregate amount of then outstanding secured indebtedness not otherwise permitted or excepted without equally and ratably securing the registered debt, does not exceed 10% of the Consolidated Net Assets of Monsanto and its consolidated subsidiaries, or (2) an amount equal to the fair value of the Operating Property leased is applied within 120 days to (a) the purchase of any asset or any interest in an asset which would qualify after purchase, as an Operating Property or (b) the retirement of the registered debt or other indebtedness maturing more than one year thereafter. (Section 1008) Certain Definitions. "Attributable Debt", in respect of the sale and leaseback transactions described above, means, as of the time of determination, the total obligation (discounted to present value at the rate per year equal to the discount rate which would be applicable to a capital lease obligation with like term in accordance with generally 19 accepted accounting principles) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease included in such sale and leaseback transaction. (Section 101) "Consolidated Net Assets" is the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities (excluding certain renewable or extendible indebtedness) as shown on the latest balance sheet of Monsanto and its consolidated subsidiaries and computed in accordance with generally accepted accounting principles. (Section 101) An "Operating Property" is any real property or equipment located within the United States and used primarily for manufacturing by Monsanto or any of its Subsidiaries that has a net book value (after deduction of accumulated depreciation) in excess of 2.0% of Consolidated Net Assets, other than any such property or equipment (1) which is financed by obligations issued by a state, commonwealth, territory or possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or (2) which, in the opinion of Monsanto's Board of Directors, is not of material importance to the total business conducted by Monsanto and its Restricted Subsidiaries taken as a whole. (Section 101) A "Restricted Subsidiary" is any Subsidiary of Monsanto that owns any Operating Property. A "Sale and Leaseback Transaction" is any arrangement with any bank, insurance company or other lender or investor (other than Monsanto or another Restricted Subsidiary) providing for the leasing by Monsanto or any Restricted Subsidiary of any Operating Property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such Operating Property by the lessee will be discontinued), which was or is owned or leased by Monsanto or a Restricted Subsidiary and which has been or is to be sold or transferred, more than 120 days after the acquisition or the completion of construction and commencement of full operation thereof, by Monsanto or such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Operating Property. No Special Protection in the Event of a Highly Leveraged Transaction Like the holders of Monsanto's other public debt securities, Holders of Debt Securities will have no special protection in the event of a highly leveraged transaction. Events of Default An Event of Default with respect to any series of debt securities is defined in the indenture as: . default in payment of principal of or premium, if any, on any debt security of that series at Maturity; . default for 30 days in payment of interest on any debt security of that series; . default for 30 days in the deposit of any sinking fund payment when due in respect of that series; . failure by Monsanto in the performance of any other of the covenants or warranties in the indenture continued for 90 days after due notice by the trustee or by Holders of at least 25% in principal amount of the outstanding debt securities of that series; . certain events of bankruptcy, insolvency or reorganization of Monsanto; and . any other Event of Default provided with respect to debt securities of that series. (Section 501) The indenture provides that, if any Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, either the trustee or the Holders of not less than 25% in principal amount of the outstanding debt securities of that series may declare the principal amount (or, if the debt 20 securities of that series are Original Issue Discount Securities or Indexed Securities (as defined in the indenture), such portion of the principal amount of such debt securities as may be specified in the terms thereof) of all debt securities of that series to be due and payable immediately, but upon certain conditions such declaration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of or premium, if any, or interest, if any, on the debt securities of that series and certain other specified defaults) may be waived by the Holders of a majority in principal amount of the outstanding debt securities of that series on behalf of the Holders of all debt securities of that series. (Sections 502 and 513) The indenture provides that the trustee will, within 90 days after the occurrence of a default with respect to debt securities of any series at the time outstanding, give to the Holders of the outstanding debt securities of that series notice of such default known to it if uncured or not waived, provided that, except in the case of default in the payment of principal of or premium, if any, or interest on any debt security of that series, or in the deposit of any sinking fund payment which is provided for, such notice shall not be given until 30 days after the occurrence of a default with respect to outstanding debt securities of such series. The term "default" with respect to any series of outstanding debt securities for the purpose only of this provision means the happening of any of the Events of Default specified in the indenture and relating to such series of outstanding debt securities, excluding any grace periods and irrespective of any notice requirements. (Section 602) The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the Holders of any series of outstanding debt securities before proceeding to exercise any right or power under the indenture at the request of the Holders of such series of debt securities. (Section 603) The indenture provides that the Holders of a majority in principal amount of outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or other power conferred on the trustee, with respect to the debt securities of such series provided that the trustee may decline to act if such direction is contrary to law or the indenture or would expose it to personal liability. (Section 512) Defeasance of Debt Securities or Certain Covenants in Certain Circumstances Defeasance and Discharge. The terms of any series of debt securities will provide that Monsanto will be discharged from any and all obligations in respect of the debt securities of such series (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, to maintain paying agencies and hold moneys for payment in trust) upon the deposit with the trustee, in trust, of money and/or U.S. Government Obligations which, through the payment of interest and principal thereof in accordance with their terms, will provide money in an amount sufficient to pay and discharge the principal of, and premium, if any, and interest on, and any mandatory sinking fund payments applicable to, the debt securities of such series on the stated maturity of such payments in accordance with the terms of the indenture and such debt securities. Such discharge may only occur if, among other things, Monsanto has delivered to the trustee an opinion of counsel to the effect that Monsanto has received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to Holders of the debt securities of such series. (Article Thirteen) Defeasance of Certain Covenants. The terms of any series of debt securities will provide Monsanto with the option to omit to comply with certain restrictive covenants, including those described in Sections 801, 1007 and 1008 of the indenture. Monsanto, in order to exercise such option, will be required to deposit with the trustee money and/or U.S. Government Obligations, which, through the payment of interest and principal thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of, and premium, if any, and interest on, and mandatory sinking fund payments applicable to the debt securities of such series on the stated maturity of such payments in accordance with the terms of the indenture and such debt securities. Monsanto will also be required to deliver to the trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not cause the Holders of the debt securities of such series to recognize income, gain or loss for federal income tax purposes. In the event Monsanto exercises this option and 21 the debt securities of such series are declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations, as the case may be, on deposit with the trustee will be sufficient to pay amounts due on the debt securities of such series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of such series at the time of the acceleration resulting from such Event of Default. However, Monsanto shall remain liable for such payments. Modification of the Indenture and Waiver of Covenants The indenture contains provisions permitting Monsanto and the trustee, with the consent of the Holders of not less than a majority in principal amount of outstanding debt securities of each series affected thereby, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the Holders of outstanding debt securities of such series, except that no such supplemental indenture may, without the consent of the Holder of each outstanding debt security affected thereby: . change the stated maturity, or reduce the principal amount, the premium, if any, thereon or the rate of payment of interest thereon, of any debt security of any series; . reduce the aforesaid percentage of outstanding debt securities of any series, the consent of the Holders of which is required for any supplemental indenture or for waiver of compliance with certain provisions of the indenture or certain defaults thereunder; or . effect certain other changes. (Section 902) The indenture also permits Monsanto to omit compliance with certain covenants in the indenture with respect to debt securities of any series upon waiver by the Holders of a majority in principal amount of outstanding debt securities of such series. Consolidation, Merger and Sale of Assets The indenture contains a provision permitting Monsanto, without the consent of the Holders of any of the outstanding debt securities under the indenture, to consolidate with or merge into any other corporation or transfer or lease its assets substantially as an entirety to any person provided that: . the successor is a corporation organized under the laws of any domestic jurisdiction; . the successor corporation assumes Monsanto's obligations on the debt securities and under the indenture; . after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time, would become an Event of Default, shall have happened and be continuing; and . certain other conditions are met. (Sections 801 and 802) Concerning the Trustee The Bank of New York is the trustee under the indenture. The trustee is one of a number of banks with which Monsanto and its subsidiaries maintain ordinary banking and trust relationships. The trustee also serves as trustee or paying agent under certain indentures pursuant to which Monsanto or its subsidiaries have issued industrial revenue bonds, in an aggregate original principal amount of approximately $137 million. Governing Law The indenture for the debt securities and the debt securities, including the registered debt, will be governed by New York law. Global Securities The outstanding debt is, and the registered debt will be, issued in the form of one or more global certificates, known as "global securities." The global securities will be deposited on the date of the acceptance 22 for exchange of the outstanding debt and the issuance of the registered debt with, or on behalf of, DTC and registered in the name of Cede & Co., as DTC's nominee. Registered debt that is issued as described below under "Certificated Securities" will be issued in the form of registered definitive certificates, known as "certificated securities." Upon the transfer of certificated securities, such certificated securities may, unless the global securities have previously been exchanged for certificated securities, be exchanged for an interest in the global securities representing the principal amount of registered debt being transferred. Persons holding interests in the global securities may hold their interests directly through DTC, or indirectly through organizations which are participants in DTC. Transfers between participants will be effected in the ordinary way in accordance with DTC rules and will be settled in immediately available funds. Persons who are not participants may beneficially own interests in global securities held by DTC only through participants or certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant, either directly or indirectly, and have indirect access to the DTC system. So long as Cede & Co., as DTC's nominee, is the registered owner of any global security, it will be considered the sole holder of such global security for all purposes. Except as provided below, owners of beneficial interests in a global security will not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form, and will not be considered the holder thereof. None of Monsanto, the trustee nor any registrar or paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. DTC has advised Monsanto that it will take any action permitted to be taken by a holder of registered debt only at the direction of one or more participants whose accounts are credited with DTC interests in a global security. DTC has advised Monsanto as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions, such as transfers and pledges, among participants in deposited securities through electronic book-entry changes to accounts of its participants, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Certain of such participants or their representatives, together with other entities, own DTC. The rules applicable to DTC and its participants are on file with the SEC. Purchases of registered debt under the DTC system must be made by or through participants, which will receive a credit for the registered debt on DTC's records. The ownership interest of each actual purchaser of registered debt, referred to as a "beneficial owner," is in turn to be recorded on the participants' and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the registered debt are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in registered debt, except in the event that use of the book-entry system for the registered debt is discontinued. The deposit of registered debt with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the registered debt; DTC's 23 records reflect only the identity of the participants to whose accounts such registered debt is credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in the global security. Conveyance of notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements that may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the registered debt is being redeemed, DTC's practice is to determine by lot the interest of each participant in such registered debt to be redeemed. Principal and interest payments on the registered debt will be made to DTC by wire transfer of immediately available funds. DTC's practice is to credit participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, or Monsanto, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is Monsanto's responsibility, disbursement of such payments to participants shall be DTC's responsibility, and disbursement of such payments to the beneficial owners shall be the responsibility of participants and indirect participants. Neither Monsanto nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DTC may discontinue providing its services as securities depositary with respect to the registered debt at any time by giving reasonable notice to Monsanto. In the event that DTC notifies Monsanto that it is unwilling or unable to continue as depositary for any global security or if at any time DTC ceases to be a clearing agency registered as such under the Exchange Act when DTC is required to be so registered to act as such depositary and no successor depositary shall have been appointed within 90 days of such notification or of Monsanto becoming aware of DTC's ceasing to be so registered, as the case may be, certificates for the registered debt will be printed and delivered in exchange for interests in such global security. Any global security that is exchangeable pursuant to the preceding sentence shall be exchangeable for registered debt registered in such names as DTC shall direct. It is expected that such instructions will be based upon directions received by DTC from its participants with respect to ownership of beneficial interests in such global security. Monsanto may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depositary. In that event, certificates representing the registered debt will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that Monsanto believes to be reliable, but Monsanto does not take responsibility for the accuracy thereof. Certificated Securities Subject to certain conditions, any person having a beneficial interest in the global securities may, upon request to the trustee, exchange such beneficial interest for registered debt in the form of certificated securities. Upon any such issuance, the trustee is required to register such certificated securities in the name of, and cause the same to be delivered to, such person or persons, or their nominee, if applicable. In addition, if (1) Monsanto notifies the trustee in writing that DTC is no longer willing or able to act as a depositary and Monsanto is 24 unable to locate a qualified successor within 90 days or (2) Monsanto, at its option, notifies the trustee in writing that it elects to cause the issuance of registered debt in the form of certificated securities under the indenture, then, upon surrender by Cede & Co., or its nominee, of global securities, registered debt in such form will be issued to each person that Cede & Co., or its nominee, and DTC identify as being the beneficial owner of the related registered debt. Neither Monsanto nor the trustee will be liable for any delay by Cede & Co., or its nominee, or DTC in identifying the beneficial owners of registered debt and Monsanto and the trustee may conclusively rely on, and will be protected in relying on, instructions from Cede & Co., or its nominee, or DTC for all purposes. Year 2000 The following information has been provided by DTC: DTC management is aware that some computer applications, systems, and the like for processing data that are dependent upon calendar dates, including dates before, on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has informed its participants and other members of the financial community that it has developed and is implementing a program so that its computer systems, as the same relate to the timely payment of distributions (including principal and income payments) to securityholders, book-entry deliveries, and settlement of trades within DTC, continue to function appropriately. This program includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan includes a testing phase, which is expected to be completed within appropriate time frames. However, DTC's ability to perform properly its services is also dependent upon other parties, including but not limited to issuers and their agents, as well as third-party vendors from whom DTC licenses software and hardware, and third-party vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility service providers, among others. DTC has informed the financial community that it is contacting, and will continue to contact, third-party vendors from whom DTC acquires services to: (1) impress upon them the importance of such services being Year 2000 compliant; and (2) determine the extent of their efforts for Year 2000 remediation and, as appropriate, testing of their services. In addition, DTC is in the process of developing such contingency plans as it deems appropriate. According to DTC, the foregoing information with respect to DTC has been provided to the Industry for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. Registration Rights; Liquidated Damages Monsanto entered into a registration rights agreement with the initial purchasers, dated December 9, 1998, for the benefit of the holders of the outstanding debt wherein Monsanto agreed, for the benefit of the holders of the outstanding debt, (1) to file with the SEC a registration statement, of which this prospectus forms a part, with respect to the registered debt and (2) to use its reasonable efforts to cause such exchange offer registration statement to be declared effective under the Securities Act on or before June 7, 1999. If . because of any change in law or in currently prevailing interpretations of the SEC's staff, Monsanto is not permitted to effect the exchange offers, or . in the case of any holder that participates in the exchange offers, such holder does not receive applicable registered debt on the date of the exchange that may be sold without restriction under state and Federal securities laws (other than due solely to the status of such holder as an affiliate of Monsanto within the meaning of the Securities Act or as a broker-dealer), 25 then in each case, Monsanto will (1) promptly deliver to the holders written notice thereof and (2) at Monsanto's sole expense (a) as promptly as practicable, file a shelf registration statement covering resales of the applicable outstanding debt, (b) use its reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act and (c) use its reasonable efforts to keep effective the shelf registration statement until the earlier of December 9, 2000, unless Rule 144(k) is amended to provide a shorter restrictive period, or such time as all of the outstanding debt or registered debt, as applicable, has been sold thereunder. Monsanto will, in the event that a shelf registration statement is filed, provide to each applicable holder copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the outstanding debt or registered debt, as applicable, has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding debt. A holder that sells outstanding debt or registered debt, as applicable, pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder, including certain indemnification rights and obligations. The registration rights agreement requires Monsanto to pay liquidated damages to holders of the outstanding debt from June 8, 1999 until it consummates the exchange offer. In addition, if Monsanto fails to comply with certain other provisions of the registration rights agreement, in each case as described below, then liquidated damages shall become payable in respect of the outstanding debt as follows: In the event that the exchange offer is not consummated or the applicable shelf registration statement is not declared effective on or prior to July 22, 1999, liquidated damages shall accrue on the applicable outstanding debt from and including July 23, 1999 at a rate equal to 0.25% per year. The aggregate amount of liquidated damages payable pursuant to the above provision will in no event exceed 0.25% per year. Upon the consummation of the applicable exchange offer or the effectiveness of the applicable shelf registration statement, as the case may be, after July 22, 1999, the liquidated damages will cease to accrue. If a shelf registration statement is declared effective pursuant to the foregoing paragraphs and Monsanto fails to keep it continuously (1) effective or (2) useable for resales for the period required by the registration rights agreement due to certain circumstances relating to pending corporate developments, public filings with the SEC and similar events, or because the prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 60 days, whether or not consecutive, in any 12-month period (the 61st day being referred to as the "Default Day"), then liquidated damages shall accrue at a rate equal to 0.25% per year from the Default Day until the earlier of . the date that the shelf registration statement is again deemed effective or is useable, . December 9, 2001, unless Rule 144(k) is amended to provide a shorter restrictive period, or . the date as of which all of the applicable outstanding debt is sold pursuant to the shelf registration statement. Any amounts of liquidated damages due pursuant to the foregoing paragraphs will be payable in cash on June 1 and December 1 of each year to the holders of record on the preceding May 15 and November 15, respectively. The registration rights agreement is governed by, and construed in accordance with, the laws of the State of New York. This summary of certain provisions of the registration rights agreement is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. In addition, the information set forth above concerning certain interpretations of and positions taken by the SEC's staff is not intended to constitute legal advice, and holders of outstanding debt should consult their own legal advisors with respect to such matters. 26 UNITED STATES FEDERAL TAX CONSEQUENCES The following is a discussion of the material United States federal tax consequences associated with the exchange of the outstanding debt for the registered debt pursuant to the exchange offer and disposition of the registered debt. This discussion applies only to a beneficial owner of registered debt who acquired outstanding debt at the initial offering from Salomon Smith Barney Inc. and Goldman, Sachs & Co. for the original offering price thereof and who acquires the registered debt pursuant to the exchange offer. This discussion is based upon the United States federal tax law now in effect, which is subject to change, possibly retroactively. This discussion does not consider any specific facts or circumstances that may apply to a particular holder. Prospective investors are urged to consult their tax advisors regarding the United States federal tax consequences of acquiring, holding, and disposing of the registered debt, as well as any tax consequences that may arise under the laws of any foreign, state, local, or other taxing jurisdiction. For purposes of this discussion, a "U.S. holder" means a holder of registered debt that is either a citizen or resident of the United States, a corporation, partnership, or other entity created or organized in the United States or under the laws of the United States or of any political subdivision thereof, an estate whose income is includible in gross income for United States federal income tax purposes regardless of its source, or a trust whose administration is subject to the primary supervision of a United States court and for which one or more United States persons have the authority to control all substantial decisions of the trust. A "non-U.S. holder" is a holder of registered debt other than a U.S. holder. Exchange Offer The exchange of outstanding debt for registered debt pursuant to the exchange offer will not constitute a "significant modification" of the outstanding debt for United States federal income tax purposes and, accordingly, the registered debt received will be treated as a continuation of the outstanding debt in the hand of such holder. As a result, there will be no United States federal income tax consequences to a U.S. holder who exchanges outstanding debt for registered debt pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the registered debt for United States federal income tax purposes as it had in the outstanding debt immediately before the exchange. Stated Interest The holders of registered debt will include stated interest in gross income in accordance with their methods of accounting for tax purposes (including accrued, unpaid interest on the outstanding debt to the date of the issuance of the registered debt). Disposition A holder of registered debt will recognize gain or loss upon the sale, exchange, redemption or other taxable disposition of the registered debt measured by the difference between (1) the amount of cash and fair market value of property received (that is not attributable to accrued interest which has not yet been recognized as gross income) and (2) the holder's adjusted tax basis in the registered debt. Any such gain or loss will be long-term capital gain or loss, provided the registered debt was a capital asset in the hands of the holder and had been held for more than one year. Non-U.S. Holders Under present United States federal income and estate tax law, assuming certain certification requirements are satisfied (which include identification of the beneficial owner of the instrument), and subject to the discussion of backup withholding below: (1) payments of interest on the registered debt to any non-U.S. holder will not be subject to United States federal income or withholding tax, provided that (a) the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Monsanto entitled to vote, 27 (b) the holder is not (i) a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business or (ii) a controlled foreign corporation that is related to Monsanto through stock ownership, and (c) such interest payments are not effectively connected with the conduct of a United States trade or business of the holder; (2) a holder of registered debt who is a non-U.S. holder will not be subject to the United States federal income tax on gain realized on the sale, exchange, or other disposition of registered debt, unless (a) such holder is an individual who is present in the United States for 183 days or more during the taxable year and certain other requirements are met, or (b) the gain is effectively connected with the conduct of a United States trade or business of the holder; and (3) if interest on the registered debt is exempt from withholding of United States federal income tax under the rules described above (without regard to the certification requirement), the registered debt will not be included in the estate of a deceased non-U.S. holder for United States Federal estate tax purposes. The certification referred to above may be made on an Internal Revenue Service Form W-8 or a substantially similar substitute form. Information Reporting and Backup Withholding Monsanto will, where required, report to the holders of registered debt and the Internal Revenue Service the amount of any interest paid on the registered debt in each calendar year and the amounts of federal tax withheld, if any, with respect to such payments. A noncorporate U.S. holder may be subject to information reporting and to backup withholding at a rate of 31% with respect to payments of principal and interest made on registered debt, or on proceeds of the disposition of registered debt before maturity, unless such U.S. holder provides a correct taxpayer identification number or proof of an applicable exemption, and otherwise complies with applicable requirements of the information reporting and backup withholding rules. Under temporary United States Treasury regulations, United States information reporting requirements and backup withholding tax will generally not apply to interest paid on the registered debt to a non-U.S. holder at an address outside the United States. Payments by a United States office of a broker of the proceeds of a sale of the registered debt are subject to both backup withholding at a rate of 31% and information reporting unless the holder certifies its non-U.S. holder status under penalties of perjury and provides its name and address or otherwise establishes an exemption. Information reporting requirements (but not backup withholding) will also apply to payments of the proceeds of sales of the registered debt by foreign offices of United States brokers, or foreign brokers with certain types of relationships to the United States, unless the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain other conditions are met, or the holder otherwise establishes an exemption. Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules will be refunded or credited against the non-U.S. holder's United States Federal income tax liability, provided that the required information is furnished to the Internal Revenue Service. New Treasury Regulations Applicable to Non-U.S. Holders On October 6, 1997, the United States Treasury Department issued final Treasury regulations governing information reporting and the certification procedures regarding withholding and backup withholding on certain amounts paid to non-U.S. holders after December 31, 1999. The new Treasury regulations modify and, in general, unify the way in which non-U.S. holders may establish eligibility for United States federal withholding tax exemptions, including that under a tax treaty, and an exemption from backup withholding. For example, the new Treasury regulations will require new forms, which non- U.S. holders will generally have to provide earlier than you would have had to provide replacements for expiring existing forms. The new Treasury regulations also clarify the standards upon which withholding agents of non-U.S. holders may rely, add requirements in order for non-U.S. holders to claim reduced federal tax withholding under a tax treaty, and provide different procedures in order for foreign intermediaries and flow-through entities (such as foreign partnerships) to claim the benefit of applicable exemptions if they receive payments on behalf of non-U.S. holders. The new Treasury regulations are particularly complex. Non-U.S. holders should consult their tax advisors concerning the effect, if any, of such new Treasury regulations on their investment in the registered debt. 28 PLAN OF DISTRIBUTION Based on existing interpretations of the Securities Act by the SEC's staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, Monsanto believes that the registered debt issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holders thereof, other than holders who are broker-dealers, without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of outstanding debt who is an affiliate of Monsanto or who intends to participate in the exchange offer for the purpose of distributing the registered debt, or any broker-dealer who purchased the outstanding debt from Monsanto to resell pursuant to Rule 144A or any other available exemption under the Securities Act, (1) will not be able to rely on the interpretations of the SEC's staff set forth in the above- mentioned no-action letters, (2) will not be entitled to tender its outstanding debt in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding debt, unless such sale or transfer is made pursuant to an exemption from such requirements. Monsanto does not intend to seek its own no-action letter, and there can be no assurance that the SEC's staff would make a similar determination with respect to the registered debt as it has in such no-action letters to third parties. Each holder of the outstanding debt, other than certain specified holders, who wishes to exchange the outstanding debt for registered debt in the exchange offer is required to represent that: . it is not an affiliate of Monsanto; . the registered debt to be received by it was acquired in the ordinary course of its business; . at the time of the exchange offer, it has no arrangement with any person to participate in the "distribution," within the meaning of the Securities Act, of the registered debt; and . if such holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a "distribution," within the meaning of the Securities Act, of the registered debt. In addition, in connection with any resales of registered debt, any broker- dealer who acquired the outstanding debt for its own account as a result of market-making or other trading activities, referred to in this section as a "participating broker-dealer," must deliver a prospectus meeting the requirements of the Securities Act. Based on the position the SEC has taken to date, Monsanto believes that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange debt, other than a resale of an unsold allotment from the original sale of the outstanding debt, with this prospectus. Under the registration rights agreement, Monsanto is required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus in connection with the resale of such registered debt for a period of 180 days from the expiration date of the exchange offer. Each broker-dealer that receives registered debt for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered debt. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered debt received in exchange for outstanding debt where such outstanding debt was acquired by such broker-dealer as a result of market-making activities or other trading activities. Each broker-dealer agrees that it shall suspend use of this prospectus upon notice from Monsanto of the occurrence of certain events until Monsanto has amended or supplemented the prospectus so that it does not contain any untrue statements or omissions of material facts. Monsanto will not receive any proceeds from any sale of registered debt by broker-dealers. Registered debt received by broker-dealers for their own account pursuant to the exchange offfer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered debt or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be 29 made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker- dealer and/or the purchasers of any such registered debt. Any broker-dealer that resells registered debt that was received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such registered debt may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of registered debt and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. Each letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the expiration date, Monsanto will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the applicable letter of transmittal. Monsanto has agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding debt, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. WHERE YOU CAN FIND MORE INFORMATION Monsanto files annual, quarterly and special reports, proxy statements and other information with the SEC. Monsanto's filings with the SEC are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document Monsanto files with the SEC at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Monsanto's reports, proxy statements and other information may also be inspected at the offices of the New York Stock Exchange, the exchange on which certain of Monsanto's securities are listed. No person is authorized to give any information or to make any representations with respect to the matters described in this prospectus other than those contained herein or in the documents incorporated by reference herein. Any information or representation with respect to such matters not contained herein or therein must not be relied upon as having been authorized by Monsanto. The delivery of this prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of Monsanto since the date hereof or that the information in this prospectus or in the documents incorporated by reference herein is correct as of any time subsequent to the date hereof or thereof. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows Monsanto to "incorporate by reference" certain information that Monsanto files with the SEC, which means that Monsanto can disclose important information to you by referring you to information in those documents. The information incorporated by reference is an important part of this prospectus. The following documents and other materials, which Monsanto has filed with the SEC, are incorporated herein and specifically made a part hereof by this reference: (1) Monsanto's Annual Report on Form 10-K filed with the SEC on March 25, 1999; (2) Monsanto's Quarterly Report on Form 10-Q filed with the SEC on May 17, 1999; and (3) Monsanto's Current Report on Form 8-K/A filed with the SEC on February 8, 1999 and Current Reports on Form 8-K filed with the SEC on March 1 and May 4, 1999. In addition, (1) all documents filed with the SEC pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act by Monsanto subsequent to the date of this prospectus and (2) all documents filed with the SEC pursuant to the Exchange Act after the date of the initial registration statement of which this prospectus is a 30 part and prior to the effectiveness of such registration statement shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Statements contained in this prospectus or in any document incorporated by reference in this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all respects by such reference. This prospectus incorporates documents by reference that are not presented herein or delivered herewith. Copies of such documents, other than exhibits to such documents that are not specifically incorporated by reference herein, are available without charge to any person to whom this prospectus is delivered, upon written or oral request to: Monsanto Company, 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, Attention: Corporate Secretary, telephone: (314) 694-1000. VALIDITY OF THE REGISTERED DEBT The validity of the registered debt offered hereby will be passed upon for Monsanto by Winston & Strawn, Chicago, Illinois. EXPERTS The consolidated financial statements incorporated by reference in Monsanto's Annual Report on Form 10-K for the year ended December 31, 1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated herein in reliance upon such report of such firm given upon their authority as experts in accounting and auditing. The consolidated financial statements of DEKALB Genetics Corporation and subsidiaries incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. 31 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Monsanto Company Exchange Offer for $500,000,000 5.375% Notes due 2001 $600,000,000 5.750% Notes due 2005 $200,000,000 5.875% Notes due 2008 $500,000,000 6.500% Debentures due 2018 $700,000,000 6.600% Debentures due 2028 [Monsanto logo] ---------------- PROSPECTUS ---------------- , 1999 Until , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware permits indemnification of directors, officers, employees and agents of corporations under certain conditions and subject to certain limitations. Section 59 of the Company's By-Laws provides for indemnification of any director, officer, employee or agent of the Company, or any person serving in the same capacity in any other enterprise at the request of the Company, under certain circumstances. Article IX of the Company's Restated Certificate of Incorporation eliminates the liability of directors of the Company under certain circumstances for breaches of fiduciary duty to the Company and its shareholders. The Company maintains directors' and officers' liability insurance coverage. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed herewith or incorporated herein by reference.
Exhibit Number Description of Exhibits ------- ----------------------- 3.1* Restated Certificate of Incorporation of the Company as of October 28, 1997 (incorporated herein by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended September 30, 1997) 3.2 By-Laws of the Company, as amended effective June 25, 1999 4.1* Indenture dated as of December 1, 1998 between the Company and The Bank of New York as Trustee, providing for Issuance of Debt Securities in Series (incorporated herein by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K as filed with the Commission on December 14, 1998) 4.2* Form of Officer's Certificate, establishing the terms of the Company's 5.375% Notes due 2001, 5.750% Notes due 2005, 5.875% Notes due 2008, 6.500% Debentures due 2018 and 6.600% Debentures due 2028 4.3* Registration Rights Agreement, dated as of December 9, 1998, by and among the Company, Salomon Smith Barney Inc. and Goldman, Sachs & Co. 5.1* Opinion of Winston & Strawn 12.1* Computation of Ratios of Earnings to Fixed Charges (for last five fiscal years) (incorporated herein by reference to Exhibit 99 of the Company's Form 10-Q for the quarter ended March 31, 1999) 23.1* Consent of Deloitte & Touche LLP 23.2* Consent of Winston & Strawn (included in Exhibit 5.1) 23.3* Consent of Arthur Andersen LLP 24.1* Powers of Attorney 24.2 Powers of Attorney 25.1* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.375% Notes due 2001 25.2* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.750% Notes due 2005
II-1
Exhibit Number Description of Exhibits ------- ----------------------- 25.3* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.875% Notes due 2008 25.4* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 6.500% Debentures due 2018 25.5* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 6.600% Debentures due 2028 99.1* Form of Letter of Transmittal 99.2* Form of Notice of Guaranteed Delivery 99.3* Form of Tender Instructions
- -------- *Previously filed. ITEM 22. UNDERTAKINGS (1) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Securities Act"), each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")(and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) The Company hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (3) The Company hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. (4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Monsanto Company certifies that it has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on July 28, 1999. Monsanto Company /s/ Gary L. Crittenden By: _________________________________ Name: Gary L. Crittenden Title:Senior Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated:
Signature Title Date --------- ----- ---- * Chairman and Director July 28, 1999 ____________________________________ (Principal Executive Robert B. Shapiro Officer) /s/ Gary L. Crittenden Senior Vice President and July 28, 1999 ____________________________________ Chief Financial Officer Gary L. Crittenden (Principal Financial Officer) * Vice President and July 28, 1999 ____________________________________ Controller (Principal Richard B. Clark Accounting Officer) * Director July 28, 1999 ____________________________________ Richard U. De Schutter * Director July 28, 1999 ____________________________________ Michael Kantor * Director July 28, 1999 ____________________________________ Gwendolyn S. King * Director July 28, 1999 ____________________________________ Philip Leder * Director July 28, 1999 ____________________________________ Jacobus F. M. Peters * Director July 28, 1999 ____________________________________ John S. Reed * Director July 28, 1999 ____________________________________ John E. Robson * Director July 28, 1999 ____________________________________ William D. Ruckelshaus * Director July 28, 1999 ____________________________________ Hendrik A. Verfaillie
* Sonya M. Davis, 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/ Sonya M. Davis ------------------------------------- Sonya M. Davis Attorney-in-Fact II-3 EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference.
Exhibit Number Description of Exhibits ------- ----------------------- 3.1* Restated Certificate of Incorporation of the Company as of October 28, 1997 (incorporated herein by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended September 30, 1997) 3.2 By-Laws of the Company, as amended effective June 25, 1999 4.1* Indenture dated as of December 1, 1998 between the Company and The Bank of New York as Trustee, providing for Issuance of Debt Securities in Series (incorporated herein by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K as filed with the Commission on December 14, 1998) 4.2* Form of Officer's Certificate, establishing the terms of the Company's 5.375% Notes due 2001, 5.750% Notes due 2005, 5.875% Notes due 2008, 6.500% Debentures due 2018 and 6.600% Debentures due 2028 4.3* Registration Rights Agreement, dated as of December 9, 1998, by and among the Company, Salomon Smith Barney Inc. and Goldman, Sachs & Co. 5.1* Opinion of Winston & Strawn 12.1* Computation of Ratios of Earnings to Fixed Charges (for last five fiscal years) (incorporated herein by reference to Exhibit 99 of the Company's Form 10-Q for the quarter ended March 31, 1999) 23.1* Consent of Deloitte & Touche LLP 23.2* Consent of Winston & Strawn (included in Exhibit 5.1) 23.3* Consent of Arthur Andersen LLP 24.1* Powers of Attorney 24.2 Powers of Attorney 25.1* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.375% Notes due 2001 25.2* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.750% Notes due 2005 25.3* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 5.875% Notes due 2008 25.4* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 6.500% Debentures due 2018 25.5* Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York relating to the Indenture and the issuance of the Company's 6.600% Debentures due 2028 99.1* Form of Letter of Transmittal 99.2* Form of Notice of Guaranteed Delivery 99.3* Form of Tender Instructions
- -------- * Previously filed. II-4 EX-3.2 2 BY-LAWS OF THE COMPANY Exhibit 3.2 MONSANTO COMPANY BY-LAWS As adopted June 25, 1999 OFFICES ------- 1. Registered The name of the registered agent of the Company is Corporation Service Company and the registered office of the Company shall be located in the City of Wilmington, County of New Castle, State of Delaware. 2. Other The Company shall have its General Offices in the County of St. Louis, State of Missouri, and may also have offices at such other places both within or without the State of Delaware as the Board of Directors may from time to time designate or the business of the Company may require. STOCKHOLDERS' MEETINGS ---------------------- 3. Annual Meeting An annual meeting of stockholders shall be held on such day and at such time as may be designated by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as properly may come before such meeting. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such annual meeting of stockholders. 4. Business to be Conducted at Annual Meeting (a) At an annual meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Company's notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Company who is a stockholder of record at the time of giving of the notice provided for in this By-Law, who shall be entitled to vote at such meeting and who shall have complied with the notice procedures set forth in this By-Law. (b) For business to be properly brought before an annual meeting by a stockholder pursuant to Section (a)(iii) of this By-Law, notice in writing must be delivered or mailed to the Secretary and received at the General Offices of the Company, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of the annual meeting is first made. Such stockholder's notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business to be brought before the annual meeting and the reasons for conducting such business at such meeting; (ii) the name and address, as they appear on the Company's books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of shares of the Company's stock which are beneficially owned by the stockholder, and by the beneficial owner, if any, on whose behalf the proposal is made; and (iv) any material interest of the stockholder, and of the beneficial owner, if any, on whose behalf the proposal is made, in such business. For purposes of these By- Laws, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(b) of the Securities Exchange Act of 1934, as amended. (c) Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this By-Law. The chairman of the meeting may, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with the provisions of this By-Law; and if the chairman should so determine, the chairman shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provision of this Section 4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act. 5. Special Meetings Special meetings of stockholders, unless otherwise provided by the law of Delaware, may be called by the Chairman of the Board or the President, or pursuant to resolution of the Board of Directors, and such person calling the meeting shall have the sole right to determine the proper purpose or purposes of such meeting. Business transacted at a special meeting of stockholders shall be confined to the purpose or purposes of the meeting as stated in the notice of such meeting. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the Board of Directors upon notice by public announcement given on or prior to the date previously scheduled for such special meeting of stockholders. 2 6. Place of Meetings All meetings of stockholders shall be held at the General Offices of the Company in the County of St. Louis, State of Missouri, unless otherwise determined by resolution of the Board of Directors. 7. Notice of Meetings Except as otherwise required by the law of Delaware, notice of each meeting of the stockholders, whether annual or special, shall, at least ten days but not more than sixty days before the date of the meeting, be given to each stockholder of record entitled to vote at the meeting by mailing such notice in the United States mail, postage prepaid, addressed to such stockholder at such stockholder's address as the same appears on the records of the Company. Such notice shall state the place, date and hour of the meeting, and in the case of a special meeting, shall also state the purpose or purposes thereof. 8. Nominations of Directors (a) Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors may be made at a meeting of stockholders (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Company who is a stockholder of record at the time of giving of the notice provided for in this By-Law, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in this By-Law. (b) Nominations by stockholders shall be made pursuant to notice in writing, delivered or mailed to the Secretary and received at the General Offices of the Company (i) in the case of an annual meeting, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting, provided, however, that in the event that the date of the meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder must be received not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of the meeting is first made; or (ii) in the case of a special meeting at which directors are to be elected, not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth day following the day on which public announcement of the date of the meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made. In the case of a special meeting of stockholders at which Directors are to be elected, stockholders may nominate a person or persons (as the case may be) for election only to such position(s) as are specified in the Company's notice of meeting as being up for election at such meeting. Such stockholder's notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a Director, all information relating to such person that would be required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named as a nominee and to serving as a Director if elected); 3 (ii) as to the stockholder giving the notice, the name and address, as they appear on the Company's books, of such stockholder and the class and number of shares of the Company's stock which are beneficially owned by such stockholder; and (iii) as to any beneficial owner on whose behalf the nomination is made, the name and address of such person and the class and number of shares of the Company's stock which are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. Notwithstanding anything in this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public statement naming all the nominees for Director or specifying the size of the increased Board of Directors made by the Company at least 70 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the General Offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. (c) No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in these By-Laws. The chairman of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed in this By- Law; and if the chairman should so determine, the chairman shall so declare to the meeting, and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. 9. List of Stockholders (a) The Secretary of the Company shall prepare, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. (b) The stock ledger of the Company shall be the only evidence as to the identity of the stockholders entitled (i) to vote in person or by proxy at any meeting of stockholders, or (ii) to exercise the rights in accordance with Delaware law to examine the stock ledger, the list required by this By-Law or the books and records of the Company. 4 10. Quorum The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at all meetings of the stockholders, except as otherwise provided by the law of Delaware, by the Certificate of Incorporation or by these By-Laws. The stockholders present at any duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient stockholders to render the remaining stockholders less than a quorum. Whether or not a quorum is present, either the Chairman of the meeting or a majority of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which the requisite amount of voting stock shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. 11. Voting and Required Vote Subject to the provisions of the Certificate of Incorporation, each stockholder shall, at every meeting of stockholders, be entitled to one vote for each share of capital stock held by such stockholder. Subject to the provisions of the Certificate of Incorporation and Delaware law, Directors shall be chosen by the vote of a plurality of the shares present in person or represented by proxy at the meeting; and all other questions shall be determined by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting. Elections of Directors shall be by written ballot. 12. Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, provided the instrument authorizing such proxy to act shall have been executed in writing in the manner prescribed by law. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. 13. Inspectors of Election; Polls Before each meeting of stockholders, the Chairman of the Board or another officer of the Company designated by resolution of the Board of Directors shall appoint one or more inspectors of election for the meeting and may appoint one or more inspectors to replace any inspector unable to act. If any of the inspectors appointed shall fail to attend, or refuse or be unable to serve, substitutes shall be appointed by the Chairman of the meeting. Each inspector shall have such duties as are provided by law, and shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such person's ability. The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting. 14. Organization 5 The Chairman of the Board of Directors, or in the Chairman's absence, (i) the President, if a member of the Board of Directors, (ii) one of the Vice Chairmen of the Board who is a member of the Board of Directors, if any, in such order as may be designated by the Chairman of the Board, in that order, or (iii) in the absence of each of them, a chairman chosen by a majority of the Directors present, shall act as chairman of the meetings of the stockholders. The order of business and the procedure at any meeting of stockholders shall be determined by the chairman of the meeting. 15. No Stockholder Action by Written Consent Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing in lieu of a meeting of such stockholders. BOARD OF DIRECTORS ------------------ 16. General Powers, Number, Term of Office The business of the Company shall be managed under the direction of its Board of Directors. Subject to the rights of the holders of any series of preferred stock, without par value, of the Company ("Preferred Stock") to elect additional directors under specified circumstances, the number of directors of the Company which shall constitute the whole Board shall be not less than five nor more than 20. The exact number of directors within the minimum and maximum limitation specified in the preceding sentence shall be fixed from time to time exclusively by resolution of a majority of the whole Board. The Directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, as nearly equal in number as possible. One class of directors shall have a term expiring at the annual meeting of stockholders to be held in 1998, another class shall have a term expiring at the annual meeting of stockholders to be held in 1999, and another class shall have a term expiring at the annual meeting of stockholders to be held in 2000. Members of each class shall hold office until their successors are elected and qualified. At each annual meeting of the stockholders of the Company commencing with the 1998 annual meeting, (1) directors elected to succeed those directors whose terms then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (2) only if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created. Directors need not be stockholders of the Company or residents of the State of Delaware. 17. Vacancies Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or 6 other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director's successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director. 18. Regular Meetings Following the annual meeting of stockholders, the first meeting of each newly elected Board of Directors may be held, without notice, on the same day and at the same place as such stockholders' meeting. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be given promptly to each director, as provided in Section 19 below, who was not present at the meeting at which such action was taken. 19. Special Meetings Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board of Directors or the President, or in the absence of each of them, by any Vice Chairman of the Board, in such order as may be designated by the Chairman of the Board, or by the Secretary at the written request of a majority of the Directors. 20. Notices Notice of any special meeting of the Board of Directors shall be addressed to each Director at such Director's residence or business address and shall be sent to such Director by mail, electronic mail, telecopier, telegram or telex or telephoned or delivered to such Director personally. If such notice is sent by mail, it shall be sent not later than three days before the day on which the meeting is to be held. If such notice is sent by electronic mail, telecopier, telegram or telex, it shall be sent not later than 12 hours before the time at which the meeting is to be held. If such notice is telephoned or delivered personally, it shall be received not later than 12 hours before the time at which the meeting is to be held. Such notice shall state the time, place and purpose or purposes of the meeting. 21. Quorum One-third of the total number of Directors constituting the whole Board, but not less than two, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such required number of Directors for a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise specifically provided by the law of Delaware, the Certificate of Incorporation 7 or these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 22. Organization At each meeting of the Board of Directors, the Chairman of the Board or, in the Chairman's absence, (i) the President, if a member of the Board of Directors, (ii) one of the Vice Chairmen of the Board who is a member of the Board of Directors, if any, in such order as may be designated by the Chairman of the Board, in that order, or (iii) in the absence of each of them, a chairman chosen by a majority of the Directors present, shall act as chairman of the meeting, and the Secretary or, in the Secretary's absence, an Assistant Secretary or any employee of the Company appointed by the chairman of the meeting, shall act as secretary of the meeting. 23. Resignations Any Director may resign at any time by giving written notice to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 24. Removal Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding Voting Stock, voting together as a single class. For purposes of these By-Laws, "Voting Stock" shall mean the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors. 25. Action Without a Meeting Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 26. Location of Books Except as otherwise provided by resolution of the Board of Directors and subject to the law of Delaware, the books of the Company may be kept at the General Offices of the Company and at such other places as may be necessary or convenient for the business of the Company. 27. Dividends 8 Subject to the provisions of the Certificate of Incorporation and the law of Delaware, dividends upon the capital stock of the Company may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the Company's capital stock. 28. Compensation of Directors Directors shall receive such compensation and benefits as may be determined by resolution of the Board for their services as members of the Board and committees. Directors shall also be reimbursed for their expenses of attending Board and committee meetings. Nothing contained herein shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. 29. Additional Powers In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. COMMITTEES OF DIRECTORS ----------------------- 30. Designation, Power, Alternate Members The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate an Executive Committee and one or more additional committees, each committee to consist of two or more of the Directors of the Company. Any such committee, to the extent provided in said resolution or resolutions and subject to any limitations provided by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If at a meeting of any committee one or more of the members thereof is absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board; provided, however, that any committee member who ceases to be a member of the Board shall automatically cease to be a committee member. 31. Quorum, Manner of Acting At any meeting of a committee, the presence of one-third, but not less than two, of its members then in office shall constitute a quorum for the transaction of business; and the act of a 9 majority of the members present at a meeting at which a quorum is present shall be the act of the committee; provided that in the event that any member or members of the committee is or are in any way interested in or connected with any other party to a contract or transaction being approved at such meeting, or are themselves parties to such contract or transaction, the act of a majority of the members present who are not so interested or connected, or are not such parties, shall be the act of the committee. Each committee may provide for the holding of regular meetings, make provision for the calling of special meetings and, except as otherwise provided in these By-Laws or by resolution of the Board of Directors, make rules for the conduct of its business. 32. Minutes The committees shall keep minutes of their proceedings and report the same to the Board of Directors when required; but failure to keep such minutes shall not affect the validity of any acts of the committee or committees. ADVISORY DIRECTORS ------------------ 33. Advisory Directors The Board of Directors may, by resolution adopted by a majority of the whole Board, appoint such number of senior executives of the Company as Advisory Directors as the Board may from time to time determine. The Advisory Directors shall have such advisory responsibilities as the Chairman of the Board may designate and the term of office of such Advisory Directors shall be as fixed by the Board. OFFICERS -------- 34. Designation The officers of the Company shall be a Chairman of the Board, and a President, one of whom shall be designated by the Board of Directors as the Chief Executive Officer, one or more Vice Presidents, a Secretary, a Treasurer and a Controller. The Board of Directors may also elect one or more Vice Chairmen of the Board, one or more Vice Chairmen of the Company, one or more Executive Vice Presidents, Senior Vice Presidents, Group Vice Presidents, a Chief Financial Officer, Deputy and Assistant Secretaries, Deputy and Assistant Treasurers, Deputy and Assistant Controllers and such other officers as it shall deem necessary. Any number of offices may be held by the same person. The Chairman of the Board of Directors shall be chosen from among the Directors. 35. Election and Term At least annually, the Board of Directors of the Company shall elect the officers of the Company and at any time thereafter the Board may elect additional officers of the Company and each such officer shall hold office until the officer's successor is elected and qualified or until the officer's earlier death, resignation, termination of employment or removal. 10 36. Removal Any officer shall be subject to removal or suspension at any time, for or without cause, by the affirmative vote of a majority of the whole Board of Directors. 37. Resignations Any officer may resign at any time by giving written notice to the Chairman of the Board, the President or to the Secretary. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 38. Vacancies A vacancy in any office because of death, resignation, removal or any other cause may be filled for the unexpired portion of the term by the Board of Directors. 39. Compensation The People Committee of the Board of Directors shall fix the salaries of all employees of the Company who are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 or any successor statute, rule or provision, and other members of executive management designated by such committee. 40. Chairman of the Board The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors, except as may be otherwise required under the law of Delaware. The Chairman shall act in an advisory capacity with respect to matters of policy and other matters of importance pertaining to the affairs of the Company. The Chairman, alone or with the President, one or more of the Vice Chairmen of the Board, and/or the Secretary shall sign and send out reports and other messages which are to be sent to stockholders from time to time. The Chairman shall also perform such other duties as may be assigned to the Chairman by these By-Laws, the Board of Directors or, if applicable, the Chief Executive Officer. 41. President The President, if a member of the Board of Directors, shall, in the absence of the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The President shall perform such other duties as may be assigned to the President by these By-Laws, the Board of Directors or, if applicable, the Chief Executive Officer. 42. Chief Executive Officer 11 The Chief Executive Officer shall have the general and active management and supervision of the business of the Company. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall also perform such other duties as may be assigned to the Chief Executive Officer by these By-Laws or the Board of Directors. The Chief Executive Officer shall designate who shall perform the duties of the Chief Executive Officer in the Chief Executive Officer's absence. 43. Vice Chairmen of the Board; Vice Chairmen The Vice Chairmen of the Board, if a member of the Board of Directors, shall, in the absence of the Chairman of the Board and the President, and in such order as may be designated by the Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The Vice Chairmen of the Board and the Vice Chairmen shall perform such other duties as may be assigned to them by these By-Laws, the Board of Directors or the Chief Executive Officer. 44. Executive, Senior, Group and other Vice Presidents Each Executive Vice President, Senior Vice President, Group Vice President and each other Vice President shall perform the duties and functions and exercise the powers assigned to such officer by the Board of Directors or the Chief Executive Officer. 45. Chief Financial Officer The Chief Financial Officer (if any) shall act in an executive financial capacity. The Chief Financial Officer shall assist the Chairman of the Board and the President in the general supervision of the Company's financial policies and affairs. 46. Secretary The Secretary shall attend all meetings of the Board of Directors and of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and, when appropriate, shall cause the corporate seal to be affixed to any instruments executed on behalf of the Company. The Secretary shall also perform all duties incident to the office of Secretary and such other duties as may be assigned to the Secretary by these By-Laws, the Board of Directors, the Chairman of the Board or the Chief Executive Officer. 47. Assistant Secretaries The Assistant Secretaries shall, during the absence of the Secretary, perform the duties and functions and exercise the powers of the Secretary. Each Assistant Secretary shall perform such other duties as may be assigned to such Assistant Secretary by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the Secretary. 12 48. Treasurer The Treasurer shall have the custody of the funds and securities of the Company and shall deposit them in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors or by any officer or officers authorized by the Board of Directors to designate such depositories; disburse funds of the Company when properly authorized by vouchers prepared and approved by the Controller; and invest funds of the Company when authorized by the Board of Directors or a committee thereof. The Treasurer shall render to the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance or the Vice President-Finance, whenever requested, an account of all transactions as Treasurer and shall also perform all duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by these By-Laws, the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance or the Vice President-Finance. 49. Assistant Treasurers The Assistant Treasurers shall, during the absence of the Treasurer, perform the duties and functions and exercise the powers of the Treasurer. Each Assistant Treasurer shall perform such other duties as may be assigned to the Assistant Treasurer by the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance, the Vice President-Finance or the Treasurer. 50. Controller The Controller shall serve as the principal accounting officer of the Company and shall keep full and accurate account of receipts and disbursements in books of the Company and render to the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance or the Vice President- Finance, whenever requested, an account of all transactions as Controller and of the financial condition of the Company. The Controller shall also perform all duties incident to the office of Controller and such other duties as may be assigned to the Controller by these By-Laws, the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance or the Vice President- Finance. 51. Assistant Controllers The Assistant Controllers shall, during the absence of the Controller, perform the duties and functions and exercise the powers of the Controller. Each Assistant Controller shall perform such other duties as may be assigned to such officer by the Board of Directors, the Chief Executive Officer, the Senior Vice President-Finance, the Vice President-Finance or the Controller. 13 COMPANY CHECKS, DRAFTS AND PROXIES ---------------------------------- 52. Checks, Drafts All checks, drafts or other orders for the payment of money by the Company shall be signed by such person or persons as from time to time may be designated by the Board of Directors or by any officer or officers authorized by the Board of Directors to designate such signers; and the Board of Directors or such officer or officers may determine that the signature of any such authorized signer may be facsimile. 53. Proxies Except as otherwise provided by resolution of the Board of Directors, the Chairman of the Board, the President, any Vice Chairman of the Board, any Vice President, the Treasurer and any Assistant Treasurer, the Controller and any Assistant Controller, the Secretary and any Assistant Secretary of the Company, shall each have full power and authority, in behalf of the Company, to exercise any and all rights of the Company with respect to any meeting of stockholders of any corporation in which the Company holds stock, including the execution and delivery of proxies therefor, and to consent in writing to action by such corporation without a meeting. CAPITAL STOCK ------------- 54. Stock Certificates Each holder of stock in the Company shall be entitled to have a certificate signed by, or in the name of the Company by, the Chairman of the Board, the President, any Vice Chairman of the Board, any Executive Vice President, any Senior Vice President, any Group Vice President or any other Vice President, and by the Secretary or any Assistant Secretary of the Company, certifying the number of shares owned by such holder in the Company. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. 55. Record Ownership The Company shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the Company shall have notice thereof, except as otherwise provided by the law of Delaware. 56. Record Dates In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not precede the date upon which the 14 resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. 57. Transfer of Stock Transfers of shares of stock of the Company shall be made only on the books of the Company by the registered holder thereof, or by the registered holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or a transfer agent of the Company, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. 58. Lost, Stolen or Destroyed Certificates The Board of Directors may authorize a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the owner's legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate. 59. Terms of Preferred Stock The provisions of these By-Laws, including those pertaining to voting rights, election of Directors and calling of special meetings of stockholders, are subject to the terms, preferences, rights and privileges of any then outstanding class or series of Preferred Stock as set forth in the Certificate of Incorporation and in any resolutions of the Board of Directors providing for the issuance of such class or series of Preferred Stock; provided, however, that the provisions of any such Preferred Stock shall not affect or limit the authority of the Board of Directors to fix, from time to time, the number of Directors which shall constitute the whole Board as provided in Section 16 above, subject to the right of the holders of any class or series of Preferred Stock to elect additional Directors as and to the extent specifically provided by the provisions of such Preferred Stock. INDEMNIFICATION --------------- 60. Indemnification (a) The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that 15 the person, or a person for whom he or she is the legal representative, is or was a Director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust, non- profit entity, or other enterprise, including service with respect to employee benefit plans, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The right to indemnification conferred in this By-Law shall be a contract right. Except as provided in paragraph (c) of this By-Law with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify a person in connection with a proceeding initiated by such person or a claim made by such person against the Company only if such proceeding or claim was authorized by the Board of Directors of the Company. (b) The Company shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that if and to the extent required by law the payment of expenses incurred by any person covered hereunder in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of the affected person to repay all amounts advanced if it should ultimately be determined that such person is not entitled to be indemnified under this By-Law or otherwise. (c) If a claim for indemnification or payment of expenses under this By-Law is not paid in full within thirty days, or such other period as might be provided pursuant to contract, after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim or may seek whatever other remedy might be provided pursuant to contract. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. If successful in whole or in part, claimant shall be entitled to be paid the expense of prosecuting such claim. Neither the failure of the Company (including its Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company (including its Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (d) Any determination regarding whether indemnification of any person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware shall be made by independent legal counsel selected by such person with the consent of the Company (which consent shall not unreasonably be withheld). (e) The rights conferred on any person by this By-Law shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested Directors or otherwise. 16 (f) Any repeal or modification of the foregoing provisions of this By-Law 60 shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to or at the time of such repeal or modification. MISCELLANEOUS ------------- 61. Corporate Seal The seal of the Company shall be circular in form, containing the words "Monsanto Company" and the word "Delaware" on the circumference surrounding the word "Seal". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. 62. Fiscal Year The fiscal year of the Company shall begin on the first day of January in each year. 63. Auditors The Board of Directors shall select certified public accountants to audit the books of account and other appropriate corporate records of the Company annually and at such other times as the Board shall determine by resolution. 64. Waiver of Notice Whenever notice is required to be given pursuant to the law of Delaware, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of stockholders or the Board of Directors or a committee thereof shall constitute a waiver of notice of such meeting, except when the stockholder or Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or by these By- Laws. AMENDMENT TO BY-LAWS -------------------- 65. Amendments Notwithstanding any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock of the Corporation required by law, the Certificate of Incorporation or any Preferred Stock designation, the affirmative vote of the holders of at least 80 percent of the voting power of all of the then- outstanding Voting Stock (as defined in the Certificate of Incorporation), voting together as a single 17 class, shall be required for the stockholders to amend or repeal the By-Laws or to adopt new By-Laws. The By-Laws may also be amended or repealed and new By- Laws may be adopted by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board of Directors. ____________________________ EMERGENCY BY-LAWS ----------------- These Emergency By-Laws, notwithstanding any different provision in the Certificate of Incorporation or By-Laws, shall be operative during any emergency resulting from an attack on the United States or on a locality in which the Company conducts its business or customarily holds meetings of the Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a committee thereof cannot be readily convened for action. These Emergency By-Laws shall cease to be operative upon termination of such emergency. During any such emergency: (a) A meeting of the Board of Directors or a committee thereof may be called by any officer or Director. Notice of the time and place of the meeting shall be given by the person calling the meeting to only such of the Directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting. (b) The officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order or priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to constitute a quorum at any meeting of the Board of Directors during the emergency, be deemed Directors for such meeting. If at the time of the emergency the Board of Directors has not approved such a list of persons, then to the extent required to constitute a quorum at any meeting of the Board of Directors during the emergency, the officers of the Company who are present shall be deemed, in order of rank and within the same rank in order of seniority, Directors for such meeting. Two Directors (including persons deemed to be Directors) in attendance at the meeting shall constitute a quorum. (c) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Company shall for any reason be rendered incapable of discharging their duties. (d) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the General Offices or designate several alternative General Offices or regional offices, or authorize an officer, or officers, so to do. 18 No officer, Director or employee acting in accordance with these Emergency By-Laws shall be liable except for willful misconduct. These Emergency By-Laws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. 19 EX-24.2 3 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, SONYA M. DAVIS or JANET L. HORGAN, or any one of them acting alone, his or her true and 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 following registration statements: (i) any registration statement under the Securities Act of 1933, as amended (the "Act"), covering the issuance of debt securities; (ii) any registration statement on Form S-8 covering the registration of additional securities of the Company to be issued under the Monsanto Shared Success Stock Option Plan, the Monsanto Company ERISA Parity Savings and Investment Plan, the Monsanto Savings and Investment Plan or the Monsanto Management Incentive Plan of 1996, in each case as approved by the Board of Directors of the Company; (iii) any registration statement of Form S-8 covering the registration of securities of the Company to be issued under the DEKALB Genetics Corporation Savings and Investment Plan, the Delta and Pine Land Company Savings Plan or any new or existing stock-based incentive plans of the Company or any subsidiary; (iv) any registration statement filed pursuant to Rule 462(b) under the Act; and (v) any amendment or post-effective amendment to any registration statement previously filed by the Company, and any and all Amendments to any of the foregoing, and documents in connection therewith, all to be filed with the Securities and Exchange Commission under the Act or the Securities Exchange Act of 1934, as amended, 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 22nd of July, 1999. /s/ Richard U. De Schutter /s/ Hendrik A. Verfaillie - ------------------------------------- ----------------------------------- Richard U. De Schutter, Director Hendrik A. Verfaillie, Director -----END PRIVACY-ENHANCED MESSAGE-----