FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 DEKALB Genetics Corporation (Exact name of registrant as specified in charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for 1993 on Form 10-K as set forth in the pages attached hereto: Exhibit 28 - Additional Exhibit Form 11-K Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DEKALB Genetics Corporation (Registrant) By: Bruce P. Bickner Chairman and Chief Executive Officer Date: January 3, 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) X Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended August 31, 1993 OR Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from to Commission file number 33-33305 DEKALB Genetics Corporation Savings and Investment Plan (Full title of the plan) DEKALB GENETICS CORPORATION 3100 Sycamore Road DeKalb, Illinois 60115 (Name of Issuer of the securities held pursuant to the plan and address of its principal executive office.) DEKALB Genetics Corporation Savings and Investment Plan Report of Audits of Financial Statements and Supplemental Schedules For the years ended August 31, 1993 and 1992 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS Page(s) Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Plan Benefits as of August 31, 1993 3 Statement of Net Assets Available for Plan Benefits as of August 31, 1992 4 Statements of Changes in Net Assets Available for Plan Benefits for the years ended August 31, 1993 and 1992 5 Notes to Financial Statements 6 - 10 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes at August 31, 1993 11 - 12 Item 27d - Schedule of Reportable Transactions for the year ended August 31, 1993 13 Notes: Supplemental schedules required by the Employee Retirement Income Security Act that have not been included herein are not applicable to the DEKALB Genetics Corporation Savings and Investment Plan. <AUDIT-REPORT> REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee DEKALB Genetics Corporation Savings and Investment Plan We have audited the statements of net assets available for plan benefits of the DEKALB Genetics Corporation Savings and Investment Plan (the "Plan") as of August 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets of the Plan as of August 31, 1993 and 1992, and changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying index on page 1, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND Chicago, Illinois December 1, 1993 </AUDIT-REPORT> DEKALB Genetics Corporation Savings and Investment Plan Statement of Net Assets Available for Plan Benefits as of August 31, 1992 MONEY FIXED CAPITAL COMPANY PFIZER EQUITY MARKET INCOME PRESERVATION STOCK STOCK PARTICIPANT ASSETS FUND FUND FUND FUND FUND FUND LOAN FUND TOTAL Investments, at fair market value: Company common stock $757,988 $757,988 Common stocks $35,917,478 65,817 35,983,295 Corporate bond and bond investment funds 3,276,734 3,276,734 U.S. Treasury bonds and notes 13,052,572 13,052,572 Collective short-term investment fund 1,746,727 11,460,784 147,080 2,718 13,357,309 Guaranteed investment account 18,953,044 18,953,044 Participant loans 1,184,790 1,184,790 Total Investments 37,664,205 11,460,784 16,476,386 18,953,044 757,988 68,535 1,184,790 86,565,732 Receivables: Company contribution 61,122 18,145 19,126 9,262 9,005 116,660 Accrued interest and div 90,760 35,680 159,361 94 5,352 323 291,570 151,882 53,825 178,487 9,356 14,357 323 408,230 Total Assets 37,816,087 11,514,609 16,654,873 18,962,400 772,345 68,858 1,184,790 86,973,962 LIABILITIES Payable to termin 304,463 99,777 122,513 595,954 16,391 1,139,098 Other liabilities 18,899 6,426 8,494 6,774 7,430 48,023 Total Liabilities 323,362 106,203 131,007 602,728 23,821 1,187,121 NET ASSETS AVAILABLE FOR PLAN BENEFITS $37,492,725 $11,408,406 $16,523,866 $18,359,672 $748,524 $68,858 $1,184,790 $85,786,841 <FN> The accompanying notes are an integral part of these financial statements. DEKALB Genetics Corporation Savings and Investment Plan Statement of Net Assets Available for Plan Benefits as of August 31, 1993 MONEY FIXED CAPITAL COMPANY PFIZER EQUITY MARKET INCOME PRESERVATION STOCK STOCK PARTICIPANT ASSETS FUND FUND FUND FUND FUND FUND LOAN FUND TOTAL Company common stock $923,111 $923,111 Common stocks $42,786,789 53,676 42,840,465 Corporate bond and bond investment funds 7,015,421 1,292,904 8,308,325 U.S. Treasury bonds and notes 12,520,128 12,520,128 Collective short-term investment fund 1,352,211 10,532,700 335,669 531,117 4,178 105 12,755,980 Guaranteed investment ac - 17,727,605 17,727,605 Participant loans - 1,255,046 1,255,046 Total Investments 44,139,000 10,532,700 19,871,218 19,551,626 923,111 57,854 1,255,151 96,330,660 Receivables: Company Contributions 1,531 6,506 1 1 (620) 18,600 26,019 Accrued interest and div 103,084 28,632 136,278 1,239 7,536 370 5,410 282,549 104,615 35,138 136,279 1,240 6,916 370 24,010 308,568 Total Assets 44,243,615 10,567,838 20,007,497 19,552,866 930,027 58,224 1,279,161 96,639,228 LIABILITIES Other liabilities 15,767 7,202 6,604 6,408 5,054 8,032 49,067 Total Liabilities 15,767 7,202 6,604 6,408 5,054 8,032 49,067 NET ASSETS AVAILABLE FOR PLAN BENEFITS $44,227,848 $10,560,636 $20,000,893 $19,546,458 $924,973 $58,224 $1,271,129 $96,590,161 <FN> The accompanying notes are an integral part of these financial statements. DEKALB Genetics Corporation Savings and Investment Plan Statement of Changes in Net Assets Available for Plan Benefits for the years ended August 31, 1993 and 1992 MONEY FIXED CAPITAL COMPANY PFIZER EQUITY MARKET INCOME PRESERVATION STOCK STOCK PARTICIPANT FUND FUND FUND FUND FUND FUND LOAN FUND TOTAL Balance at August 31, $32,023,862 $12,552,523 $12,649,254 $20,516,576 $573,536 $57,524 $78,373,275 Participant loan balance at Sept. 1, 1991 (Note 2) 1,070,974 1,070,974 Contributions: Company 622,014 204,461 218,301 202,644 114,648 1,362,068 Participant 1,586,071 600,430 652,015 392,899 274,696 3,506,111 Interest income 406,941 562,511 1,074,236 1,472,593 96 85,708 3,602,085 Dividend income 678,369 18,894 1,227 698,490 Net appreciation (depreciation) in fair value of in 2,055,540 770,161 (112,986) 10,011 2,722,726 Distributions (1,485,526) (1,540,677) (551,258) (1,475,186) (40,509) (101,851) (5,195,007) Forfeitures (21,532) (7,486) (10,409) (8,322) (8,071) (55,820) Transfers 1,885,040 (944,969) 1,821,614 (2,662,737) (98,948) Participant loan distr (234,159) (56,701) (80,509) (134,997) 506,366 Participant loan repay 177,778 46,229 59,166 65,970 27,264 (376,407) Fees and expenses (201,673) (7,915) (78,705) (9,768) (298,061) Balance at August 31, $37,492,725 $11,408,406 $16,523,866 $18,359,672 $748,524 $68,858 $1,184,790 $85,786,841 Contributions: Company 674,939 171,615 237,961 179,485 111,318 1,375,318 Participant 2,052,103 533,306 797,360 450,790 281,907 4,115,466 Interest income 396,964 371,945 1,258,783 1,278,272 118 96,997 3,403,079 Dividend income 838,492 26,946 1,389 866,827 Net appreciation (depreciation) in fair value of in 3,119,120 765,499 1,338 (128,169) (12,141) 3,745,647 Distributions (1,176,551) (251,680) (381,763) (432,560) (48,647) (20,641) (2,311,842) Forfeitures (18,542) (9,338) (10,539) (7,971) (6,166) (52,556) Transfers 1,101,117 (1,659,447) 897,262 (251,128) (87,804) Participant loan distr (217,524) (37,941) (60,166) (93,436) 409,067 Participant loan repay 197,346 40,867 68,650 65,262 27,064 (399,189) Fees and expenses (232,341) (7,097) (96,020) (3,266) 105 (338,619) Balance at August 31, $44,227,848 $10,560,636 $20,000,893 $19,546,458 $924,973 $58,224 $1,271,129 $96,590,161 <FN> The accompanying notes are an integral part of these financial statements. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies: Contributions: Contributions from participants are recorded on an accrual basis and are deposited directly in the appropriate fund on a bi-weekly basis. Company contributions are accrued on the basis of participants' contributions and are made quarterly. Investments Valuation: Investments in securities (U.S. treasury bonds and notes, corporate bond and bond investment funds, convertible preferred stock and common stocks) traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan's year; securities in collective short-term investment funds and money market funds are stated at fair value as determined by the Trustee of such funds. The capital preservation fund is valued at contract value. Withdrawals, Transfers and Forfeitures: Withdrawals of participant and employer contributions can be made subject to certain specified restrictions and tax consequences. Participants may elect to transfer all or part of their balance of funds to other funds as the Plan allows on a quarterly basis. Transfers between the capital preservation fund and the money market funds are prohibited as are transfers of participant balances to the company stock fund. Amounts forfeited by participants, as described in Note 2, are applied to reduce amounts that the Company is required to contribute to the Plan. Distributions: In accordance with guidance issued by the American Institute of Certified Public Accountants, the Plan changed its method of accounting for distributions such that all amounts elected by participants to be withdrawn from the Plan are no longer recorded as a liability in the statement of assets available for plan benefits but are recorded when paid. Prior to 1993 withdrawals and distributions were recorded in the period such amounts were authorized to be paid to participants. This treatment results in a difference between the Plan's form 5500 and the financial statements. Benefit obligations existing at August 31, 1993 were $2,844,657. Other: Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments are recorded as earned on an accrual basis. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS The Plan presents, in the statements of changes in net assets available for plan benefits, the net appreciation (depreciation) in fair value of its investments which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. Trustee fees and investment management fees were paid by the Plan in 1993 and 1992. 2. Plan Description: The following brief description of the DEKALB Genetics Corporation Savings and Investment Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan, which was established effective September 1, 1982, is a contributory defined contribution plan covering substantially all employees of the Company and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. All monies received by the Trustee of the Plan are invested at the direction of the participants in accordance with the terms of the Trust Agreement. Participant contributions (from 1% to 15% of base pay) are invested in the equity fund, money market fund, fixed income fund, capital preservation fund or Company common stock fund maintained by the Trustee. Company contributions (50% matching of participant contributions from 1% to 6% of base pay) are invested in the various funds in proportion to the participants' investment in such funds. The Company may elect to contribute an additional amount at the discretion of the Board of Directors. Contributions from participants are credited directly to their account in each fund. Employee contributions are invested in multiples of 10%. Transfers of account balances must be in whole percentages. Rollovers from prior qualified plans are invested at the employee's discretion. Company matching contributions and any discretionary Company matching contributions are invested in the investment funds in the same proportions as the participant's employee pre-tax contributions. A participant may change his investment direction with respect to his current account and future contributions no more than four times per year (March 1, June 1, September 1 and December 1 of each year) by giving the Plan's administrative committee written notice in the prescribed form. Changes in investment direction of the current account balance will become effective as of the first day in the next Plan quarter. Changes in investment direction of future contributions become effective as of the first payroll pay date in the next Plan quarter. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS, Continued 2. Plan Description, Continued: There are currently five investment funds available to participants. These five funds are described briefly below: (a) Equity fund. The equity fund is a pooled fund invested primarily in common stocks. There are no guarantees with respect to principal or investment return. (b) Money market fund. The money market fund is a pooled fund maintained and managed by the Trustee that is invested in short term debt securities such as commercial paper and certificates of deposit. There are no guarantees with respect to principal or investment return. (c) Fixed income fund. The fixed income fund is a pooled fund invested primarily in corporate and government bonds of intermediate, (e.g., five to seven year) term. There are no guarantees with respect to principal or investment return. (d) Capital Preservation fund. The capital preservation fund is underwritten by the Aetna Insurance Company. There are no guarantees with respect to payment of income or principal. The investments in the fund are valued at contract value. (e) Company common stock fund. The Company common stock fund enables participants to purchase DEKALB Genetics Corporation Class A Common Stock. The per share purchase price equals the average of the per share closing price of Class B Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System/National Market System (NASDAQ/NMS) on the last ten (10) trading days prior to the date of purchase. The Board of Directors has authorized up to 100,000 shares of Class A Common Stock as available for purchase by the Plan. There are no guarantees with respect to principal or investment return. A sixth fund, the Pfizer stock fund, was created solely for the purpose of holding common stock of Pfizer, Inc. received by the Plan through employee rollover contributions. No additional contributions may be made to this fund. A seventh fund, the Participant loan fund, was created in 1992 for the purpose of recording participant loans and related activity. Prior to 1992, the Plan recorded participant loans made as distributions and participant loan repayments as participant contributions. Interest on these loans is accumulated at prime plus one percent, determined at the date the loan is granted. DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS, Continued 2. Plan Description, Continued: A participant is at all times fully vested in his employee contribution account. His employer contribution account vests at the rate of 20% per year. Termination of employment before the completion of five (5) years of service will result in forfeitures from the employer contribution account unless such termination is due to the participant's attainment of age 65 or death or disability. Distributions from the Plan are paid in cash as a lump sum; provided, however, that distributions from the Company common stock fund may, at the participant's election, be received in either whole shares of DEKALB Genetics Corporation Class A Common Stock or cash. If the Plan is terminated, the interests of all participants or their beneficiaries shall be fully vested and nonforfeitable and participants shall be entitled to a distribution of their accrual balances. Participants may apply for a loan from the Plan. The loan is limited to the lesser of (1) $50,000 or (2) the greater of (a) one half of the participant's vested balance or (b) $10,000 or the amount of the vested account balance if less than $10,000. The maximum permitted amount of a loan shall be further reduced such that the amount of the loan (plus the outstanding balance of all prior loans) shall not exceed 50% of the Participant's vested accounts. Interest is charged at rates comparable to those of lending institutions. Loan repayments are made by the participant through bi-weekly payroll deductions. 3. Investments: Individual investments (at fair value) representing five percent or more of net assets available for plan benefits in 1993 and 1992 are summarized as follows: Description 1993 1992 Harris Bank Common Stock Fund $ 9,306,215 $7,305,231 Harris Bank Collective Short Term Investment Fund $12,755,980 13,357,309 Aetna Guaranteed Investment Account $17,727,605 $18,953,044 DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS, Continued 4. Net Appreciation (Depreciation) in Fair Value of Investments: The Plan's investments (including investments bought and sold, as well as held, during the year) appreciated in value $3,745,647 and $2,722,726 for the years ended August 31, 1993 and 1992 respectively, summarized as follows: Description 1993 1992 DEKALB Genetics Corporation common stock $(128,169) $(112,986) Common stocks 3,106,979 2,065,551 Corporate bond and bond investment funds 296,672 191,091 U.S. Treasury bonds and notes 470,165 579,070 $ 3,745,647 $2,722,726 5. Tax Status: The Internal Revenue Service has issued a favorable determination letter that (i) the Plan is qualified under Section 401(a) of the Code as in effect prior to the Tax Reform Act of 1986 and (ii) the Trust maintained under the Plan is tax-exempt under Section 501(a) of the Code. The determinations of the Internal Revenue Service were conditioned upon the Company's adoption of certain changes to the Plan, which the Company has adopted in a timely manner. SUPPLEMENTAL SCHEDULES DEKALB Genetics Corporation Savings And Investment Plan ITEM 27a - Schedule of Assets Held for Investment Purposes August 31, 1993 NUMBER OF SHARES OF MARKET DESCRIPTION FACE VALUE VALUE COST DEKALB Genetics Corporation Comm 37,678 $923,111 $1,195,109 Common Stocks: Alco Standard Corp. 13,000 593,125 432,189 AMP Inc. 24,200 1,566,950 1,198,849 Bausch & Lomb, Inc. 23,500 1,107,438 814,000 Becton Dickinson & Company 36,000 1,323,000 1,324,090 Boeing Company 24,900 986,662 881,849 Bristol Meyers & Co. Squibb C 14,600 819,425 859,618 Deluxe Corporation 16,000 588,000 596,800 Dover Corp. 27,000 1,414,125 938,630 Dun & Bradstreet 11,000 686,125 588,380 Exxon Corp. 21,500 1,405,562 1,057,114 General Signal Corporation 20,000 660,000 529,584 Genuine Parts Co. 33,700 1,255,325 873,519 Glaxo Holdings PLC 81,000 1,447,875 1,877,824 H & R Block, Inc. 30,000 1,207,500 1,094,335 Hartford Steam Boiler Inspect 14,000 684,250 769,413 Marsh & McLennan Co's Inc. 18,000 1,624,500 1,260,090 McCormick & Co., Inc. 16,000 354,000 328,672 Melville Corporation 29,000 1,363,000 1,401,105 Merck & Co. Inc. 15,100 481,312 396,858 Pacific Telesis Group 15,200 841,700 663,650 Pfizer, Inc. 852 53,676 55,806 Phillip Morris Companies Inc. 26,000 1,267,500 1,253,420 Raytheon Company 21,000 1,330,300 871,936 Readers Digest Assn., Inc. 17,000 667,250 656,897 Royal Dutch Petroleum Co. N.Y 15,000 1,505,625 1,167,786 Schering-Plough Corp. 28,000 1,711,500 1,317,832 State Street Boston Corporati 20,000 680,000 633,480 Tambrands, Inc. 18,500 897,250 858,662 Union Camp Corp. 34,000 1,525,750 1,371,059 Washington Post 3,000 661,500 615,124 Whitman Corporation 40,000 600,000 581,600 Woolworth Corp. 23,000 592,250 683,540 Harris Bank Common Stock Fund 38,840 9,306,215 5,991,172 Harris Bank Special Capital F 6,725 612,242 346,180 Harris Special Capital Liquid 20,531 3,947 2,965 Harris Bank Convertible Funds 2,641 1,014,373 887,402 Harris Bank Convertible Liqui 3,573 1,213 Total Common Stock $42,840,465 $35,181,430 DEKALB Genetics Corporation Savings And Investment Plan ITEM 27a - Schedule of Assets Held for Investment Purposes, Continued August 31, 1993 NUMBER OF SHARES OF MARKET DESCRIPTION FACE VALUE VALUE COST Corporate Bond and Bond Investment Funds: Harris Bank Collective Investment Funds - Enhanced Liquidity Fund 3,896 $1,292,904 $1,291,566 Marketable Bond Fund 7,949 7,015,421 6,119,213 Total Bond Investment Funds 8,308,325 7,410,779 U.S. Treasury Bonds and Notes: U.S. Treasury note, 8.00% due 500,000 519,375 483,969 U.S. Treasury note, 8.625% du 300,000 319,827 300,844 U.S. Treasury note, 7.25% due 600,000 652,596 546,720 U.S. Treasury note, 7.5% due 500,000 539,375 509,141 U.S. Treasury note, 8.625% du 650,000 745,875 666,655 U.S. Treasury note, 8.875% du 300,000 348,702 303,000 U.S. Treasury note, 9.00% due 400,000 471,376 405,656 U.S. Treasury note, 9.25% due 200,000 239,062 199,312 U.S. Treasury note, 7.125% du 500,000 551,720 502,344 U.S. Treasury note, 8.875% du 200,000 237,812 195,000 U.S. Treasury note, 7.875% du 500,000 575,390 509,375 U.S. Treasury note, 8.50% due 750,000 890,273 852,187 U.S. Treasury note, 7.75% due 1,000,000 1,154,220 1,032,344 U.S. Treasury note, 7.5% due 1,000,000 1,145,310 1,002,813 U.S. Treasury bond, 12.625% d 100,000 114,500 100,875 U.S. Treasury bond, 8.50% due 400,000 413,812 388,750 U.S. Treasury bond, 7.875% du 600,000 633,750 561,156 U.S. Treasury bond, 10.75% du 600,000 831,186 669,750 U.S. Treasury bond, 11.125% d 100,000 142,562 95,625 U.S. Treasury bond, 8.25% due 400,000 464,564 370,750 U.S. Treasury bond, 9.375% du 700,000 928,921 710,622 U.S. Treasury bond, 8.375% du 500,000 599,920 530,625 Total U.S. Treasury Bonds and Notes 12,520,128 10,937,513 Harris Bank Collective Short-Term Investment Fund 12,755,980 12,755,980 Aetna Guaranteed Investment Account 17,727,605 17,727,605 Participant Loans, 7% to 12.5% 1,255,046 1,255,046 $96,330,660 $86,463,462 DEKALB Genetics Corporation Savings And Investment Plan ITEM 27d - Schedule of Reportable Transactions August 31, 1993 IDENTITY OF PARTY AND CURRENT NET GAIN DESCRIPTION OF ASSET COST OF ASSET VALUE OF ASSET OR (LOSS) Harris Trust & Savings Bank Collective Short-Term Investment Fund 346 Purchases $23,421,369 $23,421,369 $0 219 Sales 22,846,824 22,846,824 0 Harris Bank Collective Investment Fund-Marketable Bond Fund 48 Purchases $4,362,128 $4,362,128 $0 1 Sale 918,776 902,252 16,524