SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 7, 1997
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PIONEER HI-BRED INTERNATIONAL, INC.
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(Exact name of registrant as specified in charter)
Iowa 0-7908 42-0470520
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
of Incorporation) No.)
700 Capital Square, 400 Locust Street, Des Moines, Iowa 50309
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (515) 248-4800
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 6, 1997, Pioneer Hi-Bred International, Inc.
("Pioneer") entered into a Research Alliance Agreement, Joint
Venture Formation Agreement and Investment Agreement with E.I. du
Pont de Nemours and Company ("DuPont"). Pursuant to the terms of
these Agreements, Pioneer and DuPont agreed to a three pronged
transaction involving a broad research alliance and collaboration
between the two companies, the formation of a joint venture to
exploit business opportunities in quality grain traits and an
equity investment by DuPont in Pioneer which will ultimately give
DuPont a 20% equity interest in Pioneer.
Pursuant to the Research Alliance Agreement, Pioneer and
DuPont have agreed to a broad research alliance to collaborate to
take advantage of their respective expertise in technology and
know-how concerning quality grain traits, agronomic traits,
industrial use traits, genomics and enabling technologies for
developing seed, grain, grain products, plant materials and other
crop improvement products. Pursuant to the Joint Venture
Formation Agreement, the jointly owned commercial joint venture
(with each party owning 50%) will create, maximize and capture
value for quality traits.
The equity investment component of the transaction involves
DuPont purchasing directly from Pioneer a new series of Series A
Convertible Preferred Stock (the "Preferred Stock") which
represents a common equivalent economic ownership interest in
Pioneer equal to 19.99% of Pioneer's outstanding shares before
giving effect to the transaction, and approximately 16-2/3% after
giving effect thereto. The price being paid by DuPont, on a
common share equivalent basis, is $104 per share in cash.
The Investment Agreement, which has a term of 15 years plus
one year's notice, includes a standstill which prohibits DuPont
from acquiring any additional shares of Common Stock, except for
certain top-up rights to enable it to obtain and maintain a 20%
equity interest. DuPont is entitled under the Investment
Agreement to nominate two (and in certain circumstances three)
directors to Pioneer's existing board of 13, provided that DuPont
maintains an equity ownership of at least 10%.
Pioneer intends to use the proceeds of the DuPont investment
to repurchase shares of Common Stock. The Investment Agreement
requires Pioneer to seek to repurchase its shares by commencing,
shortly after the closing of the investment, a dutch auction
tender offer and thereafter, if necessary, through open market
repurchases, in each case, with Pioneer seeking to repurchase
sufficient shares to increase DuPont's equity ownership up to
20%. Pioneer is not required to repurchase any shares in excess
of the $104 issue price unless DuPont agrees to fund the excess
cost. After completion of the Company buy back program, if
DuPont's ownership has not been increased to 20%, DuPont is
permitted for one year to increase its economic ownership through
open market purchases to up to 20%. DuPont is required to
exchange all Common Stock acquired by it in any such transaction
for additional shares of Preferred Stock.
The closing of the transactions contemplated by the
Agreements is subject to certain closing conditions, including
the expiration of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
See Exhibit Index.
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, thereunto duly authorized.
Dated: August 7, 1997
PIONEER HI-BRED INTERNATIONAL, INC.
By: /s/ Jerry Chicoine
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Jerry Chicoine
Senior Vice President
EXHIBIT INDEX
Exhibit Description Page Number
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10.1 Investment Agreement, dated August 6,
1997, between Pioneer Hi-Bred International, Inc. and
E.I. du Pont de Nemours and Company.
99.1 Press releases dated August 7, 1997.