-----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, FStp5K7FoQzQ8bvWCn52CjU7o8mF4LRwtvBV4U47lacwVvar8qV2+fq8EX60NOKG wgfsMKNARjWwLMcbeMyEFA== 0001068800-00-000089.txt : 20000321 0001068800-00-000089.hdr.sgml : 20000321 ACCESSION NUMBER: 0001068800-00-000089 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000320 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 573597 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 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: 425 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 425 1 Filed by Monsanto Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Monsanto Company Commission File No. 333-30824 On March 20, 2000, Pharmacia & Upjohn, Inc., a Delaware corporation ("Pharmacia & Upjohn") and Monsanto Company, a Delaware corporation, ("Monsanto"), jointly issued the following press release: FOR IMMEDIATE RELEASE --------------------- MONSANTO AND PHARMACIA & UPJOHN ANNOUNCE FILINGS OF FORM 10-K ST. LOUIS AND PEAPACK, N.J. (MARCH 20, 2000) - Monsanto Company (NYSE: MTC) and Pharmacia & Upjohn, Inc. (NYSE: PNU) today announced that each company has filed its Form 10-K with the Securities and Exchange Commission (SEC). Each company's Form 10-K includes its annual financial information for the year ended December 31, 1999. Monsanto and Pharmacia & Upjohn entered into a definitive agreement to create a first-tier competitor in the global pharmaceutical industry. The companies recently announced that they expect to close their merger on or before April 1, 2000, assuming regulatory and shareholder approvals of the merger. The merged company, which will be named Pharmacia Corporation, plans to hold a shareholders meeting later this year and to distribute 1999 financial information to shareholders on or before the date that proxy materials are mailed. As a result, Monsanto and Pharmacia & Upjohn will not issue their usual annual reports at this time. Pharmacia Corporation will have one of the strongest sales forces in the global pharmaceutical industry, an expansive product portfolio, a robust pipeline of new drugs, and an annual pharmaceutical R&D budget of more than $2 billion. Pharmacia Corporation also will have one of the world's leading fully integrated agricultural businesses. Monsanto and Pharmacia & Upjohn have filed a definitive joint proxy statement/prospectus and other relevant documents concerning the merger with the SEC. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's Website, www.sec.gov. In addition, the Form 10-K and other documents filed with the SEC by Monsanto will be available free of charge from the Secretary of Monsanto at 800 North Lindbergh Blvd., St. Louis, Missouri 63167, Telephone (314) 694-3155. The Form 10-K and other documents filed with the SEC by Pharmacia & Upjohn will be available free of charge from the Corporate Secretary of Pharmacia & Upjohn, 100 Route 206 North, Peapack, NJ 07977, Telephone (888) 768-5501. READ THE DEFINITIVE JOINT PROXY STATEMENT/ PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Monsanto, its directors, executive officers and certain other members of management and employees may be soliciting proxies from Monsanto stockholders in favor of the merger. Information concerning the participants in the solicitation is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on January 25, 2000. Pharmacia & Upjohn, its directors, executive officers and certain other members of management and employees may be soliciting proxies from Pharmacia & Upjohn stockholders in favor of the merger. Information concerning the participants in the solicitation is included in filings under Rule 425 made by Pharmacia & Upjohn with the SEC on January 27, 2000. PHARMACIA & UPJOHN MEDIA CONTACT: MONSANTO COMPANY MEDIA CONTACT: Paul Fitzhenry (908) 901-8770 Jeff Bergau (312) 840-5457 PHARMACIA & UPJOHN ANALYST CONTACT: MONSANTO COMPANY ANALYST CONTACT: Craig Tooman (908) 901-8853 Ann Gualtieri (847) 581-6280 # # # -----END PRIVACY-ENHANCED MESSAGE-----