-----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, Fez3/VJ2eOr0K9PEVQnTv4Vy1CSoMg4M1t5hFZPH9NQTtf8KMlzYER+iwb3frgOx 6dgg01ZmV/velQArjy0Ekw== 0000950137-96-000250.txt : 19960311 0000950137-96-000250.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950137-96-000250 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960308 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB GENETICS CORP CENTRAL INDEX KEY: 0000835015 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 363586793 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39746 FILM NUMBER: 96533095 BUSINESS ADDRESS: STREET 1: 3100 SYCAMORE RD CITY: DEKALB STATE: IL ZIP: 60115 BUSINESS PHONE: 8157589196 MAIL ADDRESS: STREET 1: 3100 SYCAMORE ROAD CITY: DEKALB STATE: IL ZIP: 60115 FILED BY: 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: SC 14D1/A BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 SC 14D1/A 1 SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 2) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ DEKALB GENETICS CORPORATION (NAME OF SUBJECT COMPANY) ------------------------ MONSANTO COMPANY (BIDDER) ------------------------ CLASS B COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 14D-1) CLASS A COMMON STOCK, WITHOUT PAR VALUE (WITH RESPECT TO THE SCHEDULE 13D) (TITLE OF CLASS OF SECURITIES) ------------------------ 244878 20 3 (WITH RESPECT TO SCHEDULE 14D-1) 244878 10 4 (WITH RESPECT TO THE SCHEDULE 13D) (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ KARL R. BARNICKOL ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY MONSANTO COMPANY 800 NORTH LINDBERGH BOULEVARD ST. LOUIS, MISSOURI 63167 TELEPHONE: 314-694-1000 ------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copy to: JOHN R. SHORT, ESQ. PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE 720 OLIVE STREET SUITE 2400 ST. LOUIS, MISSOURI 63101 TELEPHONE: 314-421-3850 MARCH 8, 1996 If the filing person has previously filed a statement on Schedule 13G to report, the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with this statement. /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Cusip Nos. 244878 10 4 (for the Class A Common Stock) 244878 20 3 (for the Class B Common Stock) - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person Monsanto Company - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Aggregate Amount Beneficially Owned by Each Reporting Person Sole Voting Power 80,907 Class A Shares Shared Voting Power 0 Class A Shares Sole Dispositive Power 80,907 Class A Shares Shared Dispositive Power 0 Class A Shares Aggregate Amount Beneficially Owned: 80,907 Class A Shares - -------------------------------------------------------------------------------- 8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / / - -------------------------------------------------------------------------------- 9 Percent of Class Represented by Amount in Row (7) 10.0% Class A Shares - -------------------------------------------------------------------------------- 10 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 2 3 This Amendment No. 2 amends and supplements the combined Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D dated February 7, 1996 filed by Monsanto Company, a Delaware corporation (the "Purchaser"), as amended, and relating to the tender offer by the Purchaser to purchase up to 1,800,000 shares of the Class B common stock, without par value (the "Class B Shares"), of DEKALB Genetics Corporation, a Delaware corporation (the "Company"), at a price of $71.00 per Class B Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 7, 1996, and the related Letter of Transmittal (which collectively constitute the "Offer"), which are annexed to and filed with the combined Schedule 14D-1 and Schedule 13D as Exhibits (a)(1) and (a)(2), respectively. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings set forth in the combined Schedule 14D-1 and Schedule 13D. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The Offer expired at 12:00 midnight, New York City time, on Wednesday, March 6, 1996. On March 7, 1996, Purchaser announced the acceptance for payment by Purchaser of 1,723,738 outstanding Class B Shares, or approximately 38.4% of the total number of Class B Shares then outstanding pursuant to the Offer (including 72,713 Class B Shares tendered by guaranteed delivery procedures). All Class B Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. The text of the press release dated March 7, 1996 and annexed hereto as Exhibit (a)(11) is hereby incorporated herein by reference. On March 8, 1996 the Purchaser acquired from the Company 80,907 Class A Shares and 378,000 Class B Shares in accordance with the provisions of the Investment Agreement. The text of the press release dated March 8, 1996 and annexed hereto as Exhibit (a)(12) is hereby incorporated herein by reference. After giving effect to the purchase of the Class B Shares which the Purchaser has accepted for payment pursuant to the Offer, Purchaser owns 80,907 Class A Shares (approximately 10.0% of the outstanding Class A Shares) and will own 2,101,738 Class B Shares (approximately 43.2% of the outstanding Class B Shares). Purchaser has sole voting power and sole dispositive power with respect to all such Class A Shares and sole dispositive power with respect to all such Class B Shares. Purchaser has no shared voting power and no shared dispositive power with respect to any Class A Shares and no shared dispositive power with respect to any Class B Shares. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press Release issued by Monsanto Company on March 7, 1996. (a)(12) Press Release issued by Monsanto Company on March 8, 1996. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. MONSANTO COMPANY By: /S/ KARL R. BARNICKOL ------------------------------------ Name: Karl R. Barnickol Title: Associate General Counsel and Assistant Secretary Dated: March 8, 1996 4 5 EXHIBIT LIST
PAGE EXHIBIT NO. NUMBER - ----------- ------ (a)(1) Offer to Purchase dated February 7, 1996. ** (a)(2) Letter of Transmittal. ** (a)(3) Notice of Guaranteed Delivery. ** (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. ** (a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees to Clients. ** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. ** (a)(7) Summary Advertisement as published in The Wall Street Journal on February 7, 1996. ** (a)(8) Text of Press Release dated February 1, 1996 issued by the Company. ** (a)(9) Notice to Holders of Class A Common Stock of DEKALB Genetics Corporation. ** (a)(10) Letter from Harris Trust and Savings Bank, as Trustee of the DEKALB Genetics Corporation Savings and Investment Plan, to Participants in the DEKALB Genetics Corporation Savings and Investment Plan. ** (a)(11) Press Release issued by Monsanto Company on March 7, 1996. (a)(12) Press Release issued by Monsanto Company on March 8, 1996. (c)(1) Investment Agreement dated January 31, 1996 between the Company and the Purchaser. ** (c)(2) Stockholders' Agreement dated January 31, 1996 between the Purchaser and certain holders of the Class A Common Stock of the Company. ** (c)(3) Registration Rights Agreement dated January 31, 1996 between the Company and the Purchaser. ** (c)(4) Collaboration Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(5) Corn Borer-Protected Corn License Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(6) Glyphosate-Protected Corn License Agreement dated January 31, 1996 between the Company and the Purchaser.* ** (c)(7) CaMV Promoter License Agreement dated January 31, 1996 between the Company and the Purchaser.* **
- ------------------------- * Agreement subject to a request for confidential treatment. ** Previously filed. 5 EX-99.A(11) 2 PRESS RELEASE DATED MARCH 7, 1996 1 EXHIBIT 99.A(11) NEWS MONSANTO FOR RELEASE IMMEDIATELY Loren W. Wassell (314) 694-7002 PUBLIC AFFAIRS Monsanto Company 800 N. Lindbergh Boulevard St. Louis, Missouri 53167 MONSANTO ACCEPTS TENDERED SHARES OF DEKALB GENETICS CORPORATION ST. LOUIS, March 7, 1996 -- Monsanto Company today announced it has accepted for payment all shares validly tendered by holders of the Class B (non-voting) common stock of DEKALB Genetics Corporation pursuant to the terms of a tender offer expiring yesterday. As part of an agreement with DEKALB for a long-term collaboration in agricultural biotechnology, Monsanto commenced on Feb. 7 a tender offer for up to 1.8 million shares of the Class B common stock of DEKALB at a price of $71.00 per share. Based on preliminary results, 1,723,738 shares were tendered by the expiration date, March 6. Monsanto has accepted for payment all Class B DEKALB shares tendered in response to the offer. Payment for the tendered shares is scheduled for March 8, at which time Monsanto also expects to purchase certain Class A and Class B shares directly from DEKALB. Monsanto agreed to purchase from DEKALB 10 percent of the Class A (voting) shares and 378,000 Class B shares at $65.00 per share. Under the agreement between the two companies, Monsanto has the option of purchasing approximately 75,000 additional DEKALB Class B shares in the open market over the next 12 months subject to a maximum ownership of 45 percent of the Class B shares outstanding. Further information regarding acceptance and payment for tendered shares is available from the information agent, Georgeson & Company Inc., at (800) 223-2064 or from the dealer manager, Robertson, Stephens & Company LLC at (800) 270-5829. -o0o- EX-99.A(12) 3 PRESS RELEASE DATED MARCH 8,1996 1 EXHIBIT 99.A(12) NEWS MONSANTO FOR RELEASE IMMEDIATELY Loren W. Wassell (314) 694-7002 PUBLIC AFFAIRS Monsanto Company 800 N. Lindbergh Boulevard St. Louis, Missouri 53167 MONSANTO AND DEKALB FINALIZE COLLABORATION IN AG BIOTECHNOLOGY ST. LOUIS, March 8, 1996 -- Monsanto Company and DEKALB Genetics Corporation today finalized their long-term collaboration in agricultural biotechnology. Definitive agreements for the effort were announced on Feb. 1. The collaboration includes a minority equity investment in DEKALB by Monsanto, a 10-year research collaboration, and non-exclusive cross-licensing of technologies herbicide-tolerant and insect-protected corn products. "This strategic relationship greatly strengthens Monsanto's position in the important seed corn business," said Robert T. Fraley, president of Monsanto's Ceregen unit, which develops new agricultural products. "The quality of our technology is important, but so is the quality of the seeds that contain the improved performance traits. DEKALB is one of the industry's leaders in biotechnology, conventional breeding and the seed business, and Monsanto will benefit from all of that expertise," Fraley said. "This research collaboration combines the strengths of both companies' agricultural biotechnology programs," said Bruce P. Bickner, DEKALB's chairman and chief executive officer. "By coordinating certain of our respective research activities, we will be able to bring more products with value-added traits to market within a shorter time span." "While today marks the end of lengthy negotiations, it's more important as the beginning of a vibrant and productive collaboration in a promising new field. We look forward to combining two impressive portfolios of agricultural technology and to the synergies between them. Monsanto intends to offer growers the best traits, in the best seeds, through leading seed companies like DEKALB," said William M. Ziegler, Monsanto's business director for corn and soybeans. [more] 2 -2- In today's actions, Monsanto invested approximately $30 million to acquire 10 percent of the Class A (voting) stock of DEKALB and approximately 8 percent of the company's Class B (non-voting) stock. Monsanto also purchased about 1.7 million shares of Class B stock submitted in response to a tender offer that expired Wednesday. Total value of the equity investment is approximately $152 million. In all, Monsanto is acquiring approximately 45 percent of the outstanding Class B shares, and approximately 40 percent of the total outstanding common stock. Monsanto and DEKALB also executed a 10-year research and development agreement, under which Monsanto will pay a total of $19.5 million. The two companies will share licensing revenues for products that are developed as a result of the collaboration, primarily corn. The companies also signed non-exclusive cross-licensing agreements. DEKALB receives worldwide licenses for certain Monsanto technology, including technologies for YieldGard insect protected corn and Roundup Ready corn tolerant of Roundup herbicide. Monsanto receives licenses to use DEKALB's technology and certain ability to further license the technology. Both YieldGard and Roundup Ready corn are currently in regulatory review. Based in Dekalb, Illinois, DEKALB is engaged in the research, production and marketing of agricultural seed and swine breeding stock. Monsanto is a science and technology company based in St. Louis, Missouri. It is a global leader in agricultural biotechnology and in the development of improved food and fiber crops. -o0o- NOTE TO EDITORS: Roundup, Roundup Ready and YieldGard are among the trademarks owned or licensed by Monsanto Company and its subsidiaries. -----END PRIVACY-ENHANCED MESSAGE-----