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
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Date of report (Date of earliest event reported): March 15, 1999
Pioneer Hi-Bred International, Inc.
(Exact name of Registrant as specified in its charter)
Iowa 0-7908 42-0470520
(State of Incorporation) (Commission File No.) (IRS Employer Number)
400 Locust Street, 700 Capital Square, Des Moines, Iowa 50309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 248-4800
Item 5. OTHER EVENTS
On March 15, 1999, Pioneer Hi-Bred International, Inc., an Iowa
corporation ("Pioneer"), E. I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont") and Delta Acquisition Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of DuPont ("Delta"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Pioneer will be merged (the "Merger") into Delta, with Delta surviving the
Merger. Pursuant to the terms of the Merger Agreement, DuPont transferred
49,333,758 shares of Class B common stock, no par value per share, of
Pioneer which it acquired pursuant to the Investment Agreement, dated
August 6, 1997, between Pioneer and DuPont (the "Investment Agreement")in
exchange for 49,333,758 shares of common stock, par value $1.00 per share,
of Pioneer ("Common Stock") on March 17, 1999. Such shares represent
approximately 20% of the shares of Common Stock outstanding as of December
29, 1998, as set forth in Pioneer's Quarterly Report on Form 10-Q, filed
January 7, 1999. DuPont and its wholly-owned subsidiary, DCEO, share the
power to vote and to dispose of such shares subject to the terms and
conditions of the Investment Agreement and the Merger Agreement. Such
shares are entitled to five votes per share but DuPont has agreed that the
number of votes that DuPont is entitled to vote in its sole discretion with
respect to such shares will not exceed (i) except under certain
circumstances, 20 percent of all of the votes which may be cast by holders
of Common Stock and (ii) the percentage of outstanding shares of Common
Stock represented by such shares, unless Pioneer permits a person who owns
a greater percentage of Common Stock than DuPont to have voting power in
excess of such person's economic interest.
At the effective time of the Merger, each share of Pioneer Common
Stock (other than shares held by DuPont and any shares as to which
appraisal rights are perfected) will be converted in the Merger, at the
election of the holders thereof, into either (i) a fraction of a share of
DuPont common stock with an average trading price (calculated over a ten
trading day period preceding the Pioneer stockholder meeting) of $40 or
(ii) the right to receive $40 in cash, subject to the overall limitation
that 45% of the consideration paid to Pioneer stockholders will be cash and
55% will be DuPont common stock. Holders of Pioneer options have similar
election rights in the Merger with respect to such options, except that
there will be no limit on the number of options which holders will be
permitted to convert into DuPont options. The closing of the Merger is
subject to various conditions, including the approval of Pioneer
stockholders and the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder.
A copy of the joint press release, dated March 15, 1999, issued by
Pioneer and DuPont, Amendment No. 2, dated March 15, 1999 to the Amended
and Restated Rights Agreement, dated December 13, 1996, as amended, between
Pioneer Hi-Bred International, Inc. and Bank Boston N.A. (Formally known as
The First National Bank of Boston) ("Amendment No. 2") and of the Merger
Agreement are attached hereto and incorporated by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 2 Agreement and Plan of Merger, dated March 15,
1999, among Pioneer Hi-Bred International,
Inc., E. I. du Pont de Nemours and Company and
Delta Acquisition Sub, Inc.
Exhibit 4 Amendment No. 2, dated March 15, 1999 to
the Amended and Restated Rights Agreement,
dated December 13, 1996, as amended, between
Pioneer Hi-Bred International, Inc. and Bank
Boston N.A. (Formally known as The First
National Bank of Boston).
Exhibit 99.1 Joint Press Release, dated March 15,
1999, issued by Pioneer Hi-Bred International,
Inc. and E. I. du Pont de Nemours and Company.
SIGNATURES
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.
PIONEER HI-BRED INTERNATIONAL, INC.
(registrant)
By: /s/William DeMeulenaere
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Dated: March 17, 1999