-----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, IGvE6f0tmf14gNQX7EHVgjeghOjv4XaGLox24Edsm282E4dY1fR2MtzQr5hox2Xr 9odxa9kPVlsvBq2GJghLmQ== 0000902277-04-000059.txt : 20041013 0000902277-04-000059.hdr.sgml : 20041013 20041013111440 ACCESSION NUMBER: 0000902277-04-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA & PINE LAND CO CENTRAL INDEX KEY: 0000902277 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 621040440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14136 FILM NUMBER: 041076361 BUSINESS ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 BUSINESS PHONE: 6017423351 MAIL ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 8-K 1 dpl8k101204.txt 8 K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2004 (October 13, 2004) DELTA AND PINE LAND COMPANY (Exact name of registrant as specified in its charter) Delaware 62-1040440 (State or other jurisdiction (IRS employer of incorporation) identification No.) 000-21788 (Commission file number) One Cotton Row, Scott, Mississippi 38772 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (662) 742-4000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Delta and Pine Land Company ("D&PL") dated October 13, 2004 announcing developments in the Pharmacia/Monsanto litigation. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 13, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA AND PINE LAND COMPANY Date: October 13, 2004 /S/ R. D. GREENE ---------------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 dpl99011004.txt EXHIBIT 99.1 NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 - ------------------------------------------------------------------------------- Contact: Investors Media Tom Jagodinski Stephanie Pillersdorf/Jonathan Gasthalter Delta and Pine Land Company Citigate Sard Verbinnen (662) 742-4518 (212) 687-8080 DELTA AND PINE LAND COMPANY RESPONDS TO TWO COURT ORDERS IN ONGOING MONSANTO LITIGATION SCOTT, MS, OCTOBER 13, 2004 -- Delta and Pine Land Company (NYSE: DLP) ("D&PL"), a leading commercial breeder, producer and marketer of cotton planting seed, today announced that the Circuit Court of the First Judicial District of Bolivar County, Mississippi has issued two new orders in D&PL's litigation against Monsanto Company relating to the failed merger between the two companies. In the first order, which related to D&PL's damage claims, the Circuit Court granted Monsanto's motion for partial summary judgment relating to D&PL's claims for benefit of the bargain damages resulting from Monsanto's breach of the merger agreement. The Circuit Court ruled that D&PL cannot seek damages using a benefit of the bargain measurement. This ruling reverses one by the previous Judge in the case, who had ruled that use of a benefit of the bargain measurement was a matter for the jury to decide. D&PL disagrees with the latest ruling and believes that the law supports its position, which is consistent with the previous Judge's ruling. D&PL intends to take an immediate appeal of this issue to the Mississippi Supreme Court. The Circuit Court further found that D&PL alternatively can "...make appropriate claims for damages in this case other than benefit of the bargain damages, based on the theory of market share loss." The second order relates to Monsanto's counterclaims. The Circuit Court granted D&PL's motion to compel the production of documents and the testimony of witnesses relating to Monsanto's counterclaims. Monsanto had invoked privilege as a basis for not producing documents and for not permitting its witnesses to answer questions during depositions. Tom Jagodinski, President and Chief Executive Officer, said, "While we are pleased with the Judge's ruling on Monsanto's counterclaims, we disagree with the ruling on benefit of the bargain damages and intend to pursue an immediate appeal. As a result of this ruling, we believe it is highly unlikely that the trial will occur in 2005." About Delta and Pine Land Company Delta and Pine Land Company is a leading commercial breeder, producer and marketer of cotton planting seed. Headquartered in Scott, Mississippi, with multiple offices in eight states and facilities in several foreign countries, D&PL also breeds, produces and markets soybean planting seed in the U.S. For more information, please refer to the Company's website at http://www.deltaandpine.com. Certain matters discussed in this release are "forward-looking statements," including statements about the Company's future plans, goals and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by the Private Securities Litigation Reform Act of 1995. They can generally be identified because the context of such statements will include words such as "believes," "anticipates," "expects" or words of similar import. It is the nature of agricultural seed businesses that supply, demand and their timing are affected by many variables, including commodity prices, weather and government policy. Due to the seasonal nature of the seed business, the Company typically incurs losses in its first and fourth quarters. Additional risks and uncertainties with respect to the Company's business and forward looking statements are set forth in the Company's latest filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----