-----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, FXd4VhEQ/2zX4Lx+AihkO2etfQUoA/w65qmpqPh7uFhNnvxl/lurjkCnEAGUOj5S okC1ATuU3O2pbEB/xwOarg== 0000902277-99-000007.txt : 19990604 0000902277-99-000007.hdr.sgml : 19990604 ACCESSION NUMBER: 0000902277-99-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990603 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: SEC FILE NUMBER: 001-14136 FILM NUMBER: 99639616 BUSINESS ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MI ZIP: 38772 BUSINESS PHONE: 6017423351 MAIL ADDRESS: STREET 1: ONE COTTON ROW CITY: SCOTT STATE: MS ZIP: 38772 8-K 1 FORM 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) May 21, 1999 DELTA AND PINE LAND COMPANY (Exact name of registrant as specified in its charter) 000-21788 (Commission File Number) Delaware 62-1040440 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) One Cotton Row, Scott, Mississippi 38772 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (601) 742-4500 NA (Former name or former address, if changed since last report) Item 5 - Other Events Delta and Pine Land Company ("DLP") and Monsanto Company ("Monsanto") made an announcement on May 21, 1999 with respect to an amendment to the May 8, 1998 merger agreement between Monsanto and DLP. A copy of the press release and the amendment is filed herewith as exhibits. Item 7 - Financial Statements and Exhibits ( c ) Exhibits EXHIBIT NUMBER DESCRIPTION 2 Amendment No. 1 to Agreement and Plan of Merger 99 Press Release, dated May 21, 1999 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DELTA AND PINE LAND COMPANY /s/ W.T. Jagodinski Vice President - Finance and Treasurer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 2 Amendment No. 1 to Agreement and Plan of Merger 99 Press Release, dated May 21, 1999 EX-2 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 21, 1999, by and between Monsanto Company, a Delaware corporation ("Buyer"), and Delta and Pine Land Company, a Delaware corporation (the "Company"). RECITALS WHEREAS, Buyer and the Company are parties to that Agreement and Plan of Merger, made and entered into as of May 8, 1998 (the "Merger Agreement"); WHEREAS, Buyer and the Company deem it advisable and in the best interests of the stockholders of each corporation to amend the Merger Agreement on the terms set forth herein; NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements set forth herein, the parties agree as follows: 1. Section 8.01(k) of the Merger Agreement is hereby amended to read in its entirety as follows: "the Company shall have transferred (subject to the Company's ability to obtain such third party consents to such transfers as it is able to obtain) to D&PL Technology Holding Corp. all of its right, title and interest in and to all of the Intellectual Property and all of the varieties and hybrids of cotton and soybeans in which the Company owns any interest, pursuant to such transfer and assignment documents as are reasonably satisfactory in form and substance to Buyer and the Company; and". 2. Section 9.01(b) of the Merger Agreement is hereby amended to read in its entirety as follows: "by either the Company or Buyer, if the Merger has not been consummated by December 31, 1999; provided that if the condition set forth in Section 8.01(b) hereof shall not have been satisfied prior to such date, the Company may, in its sole discretion and upon notice to Buyer, extend such date to a date not later than June 30, 2000; and provided, further, that no party may terminate this Agreement pursuant to this subsection if such party's failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date;". 3. Buyer and the Company agree that, notwithstanding Section 5.01(f) or any other provision of the Merger Agreement to the contrary, the Company shall be permitted to amend its 1993 and 1995 Long Term Incentive Plans to permit any holder of Company stock options to transfer or assign his or her option rights to one or more entities established for the benefit of the option holder's family or to charitable organizations, provided that any such amendment is effected in compliance with the terms of such Plans and applicable law. 4. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement. 5. This Amendment may be executed to one or more counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement, and shall become effective when one or more of such counterparts have been signed by each of the parties and delivered to the other party. 6. The Merger Agreement shall remain in full force and effect, as amended hereby, and as so amended Buyer and the Company hereby reaffirm all of their respective rights and obligations thereunder. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above written. MONSANTO COMPANY By: /s/ Susan D. Berland Name: Susan D. Berland Title:Director, Mergers & Acquisitions DELTA AND PINE LAND COMPANY By: /s/ Roger D. Malkin Name: Roger D. Malkin Title: Chairman EX-99 3 PRESS RELEASE, DATED MAY 21, 1999 EXHIBIT 99 CONTACT : Scarlett Lee Foster - Monsanto Company (314-694-2883) W.T. Jagodinski - Delta and Pine Land Company (601-742-4518) BOARD OF DELTA AND PINE LAND APPROVES EXTENSION OF TIME TO COMPLETE MERGER WITH MONSANTO SCOTT, MISS., and ST. LOUIS (May 21, 1999) - The board of directors of Delta and Pine Land Company voted today to extend the timeframe for completing the merger with Monsanto Company from June 30, 1999 until Dec. 31, 1999. "We continue to make progress on completing this transaction. However, rather than be constrained by the deadline originally provided in the merger agreement our board chose to extend the timing for completing the merger," said Roger Malkin, chairman and chief executive officer of Delta and Pine Land. "Our relationship with Delta and Pine Land continues to be outstanding, and we're looking forward to closing this transaction as soon as regulatory reviews are complete," added Hendrik A. Verfaillie, president of Monsanto Company. As a life sciences company, Monsanto is committed to finding solutions to the growing global needs for food and health by sharing common forms of science and technology among agriculture, nutrition and health. The company's 31,800 employees worldwide make and market high-value agricultural products, pharmaceuticals and food ingredients. Delta and Pine Land Company is a leading breeder, producer and marketer of cotton planting seed. Headquartered in Scott, Mississippi, Delta and Pine Land has offices in seven states and facilities in several foreign countries. -000- -----END PRIVACY-ENHANCED MESSAGE-----