-----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, M2Cd5QNjODMLtQHJYc+7uIdLv8qm7CWbcBgJhMsSoOa2MGsBZ3KpSnsNeO+vfhxm sTrZFi02kZLv+h5AaIkwbg== 0001005794-05-000145.txt : 20050222 0001005794-05-000145.hdr.sgml : 20050221 20050222142736 ACCESSION NUMBER: 0001005794-05-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050222 DATE AS OF CHANGE: 20050222 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: 05630642 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 dpl8k022205.txt CURRENT REPORT 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): February 22, 2005 (February 22, 2005) 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 February 22, 2005 announcing developments in the Pharmacia/Monsanto litigation. Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 22, 2005. 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: February 22, 2005 /s/ R. D. Greene ---------------- R. D. Greene, Vice President - Finance, Treasurer and Assistant Secretary EX-99 2 dpl8k022205ex991.txt PRESS RELEASE Exhibit 99.1 NEWS Delta and Pine Land Company P.O. Box 157 Scott, Mississippi 38772 - -------------------------------------------------------------------------------- Contact: Investors Media Tom Jagodinski Jonathan Gasthalter/Amy Cohen Delta and Pine Land Company Citigate Sard Verbirinen (662) 742-4518 (212) 687-8080 SUPREME COURT OF MISSISSIPPI GRANTS DELTA & PINE LAND PETITION TO APPEAL CERTAIN MATTERS IN CASE AGAINST MONSANTO AND PHARMACIA D&PL Seeks to Amend Complaint to Add Fraudulent Inducement Claim SCOTT, MS, February 22, 2005 - Delta and Pine Land Company (NYSE: DLP) ("D&PL", NYSE: DLP), a leading commercial breeder, producer and marketer of cotton planting seed, today announced that, in its litigation against Monsanto Company (NYSE: MON) and Pharmacia, the Mississippi Supreme Court has granted D&PL's petitions to appeal two rulings from the trial court. As a result of these rulings, the Mississippi Supreme Court will hear D&PL's appeals immediately instead of after trial. The case relates to the failed 1998 merger between the two companies. One petition related to an appeal of an order regarding D&PL's damage claims. In October 2004, the Circuit Court of the First Judicial District of Bolivar County, Mississippi granted Monsanto's motion for partial summary judgment relating to one of three methods of calculating D&PL's damages resulting from Monsanto's breach of the merger agreement. That method sought to calculate the "benefit of the bargain" that D&PL would have received had the transaction closed. D&PL is seeking reversal of that order and a decision allowing D&PL to present a jury with the "benefit of the bargain" method to calculate damages. The second petition sought permission to appeal a discovery ruling relating to documents that Monsanto had claimed to be immune from disclosure under the attorney-client privilege and work product doctrine. The original trial judge found that the documents were not privileged and ordered Monsanto to turn them over to D&PL. Monsanto turned over the documents to D&PL and allowed them to be used by D&PL for eight months during discovery. After those eight months, 1 Monsanto filed a motion seeking the return of the documents, and the new trial judge ordered D&PL to return a portion of them. D&PL is seeking a ruling allowing it to retain the documents to use in the lawsuit on various grounds, including that they are not privileged and that - even if they were at one time protected by a privilege - Monsanto turned them over and then allowed their use in discovery for eight months, thus waiving any privilege. The Supreme Court also issued a temporary stay of the Circuit Court proceedings while the appeals are resolved. Additionally, D&PL has also filed a motion with the trial court to amend its complaint to add a claim against Monsanto and Pharmacia for fraudulently inducing D&PL to extend the deadline to complete its Merger with Monsanto in 1999. Tom Jagodinski, President and Chief Executive Officer, said, "We are very pleased that the Supreme Court of Mississippi has agreed to hear our appeals. We are confident in our legal position and hope to receive favorable decisions from the Court. We are also hopeful that the Bolivar County, Mississippi trial court will allow us to amend our complaint based on information discovered in the lawsuit that supports our claim." About the Litigation against Monsanto and Pharmacia In 1998, D&PL entered into a merger agreement with what was then Monsanto Company. That merger was pending awaiting regulatory approval from the Department of Justice for almost 19 months. In December 1999, Monsanto withdrew its request for antitrust clearance, thereby terminating the merger, and at the same time entered into a merger agreement with Pharmacia & Upjohn. D&PL has filed suit in Bolivar County, Mississippi against Monsanto claiming, among other things, that Monsanto breached the merger agreement with D&PL by not using its best efforts to close the merger and failing to make the necessary commercially reasonable efforts to meet the government's requirements to obtain antitrust clearance for the merger. 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 about D&PL, please refer to the Company's website at www.deltaandpine.com. 2 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. ### 3 -----END PRIVACY-ENHANCED MESSAGE-----