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UNITED STATES
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): June 1, 2007
MONSANTO COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-16167 43-1878297
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of principal executive offices) (Zip Code)
(314) 694-1000
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
[ ] 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))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective as of June 1, 2007, pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of August 14, 2006 (the "Merger
Agreement"), by and among Monsanto Company ("Monsanto"), Monsanto Sub, Inc., a
wholly-owned subsidiary of Monsanto ("Merger Sub"), and Delta and Pine Land
Company ("Delta"), Merger Sub was merged with and into Delta, with Delta
continuing as the surviving corporation and a wholly-owned subsidiary of
Monsanto (the "Merger"). By virtue of the Merger, each issued and outstanding
share of common stock of Delta (including any preferred stock purchase rights
associated therewith) and each issued and outstanding share of Series M
Convertible Non-Voting Preferred Stock of Delta (excluding, in each case, all
shares held by Delta as treasury stock, Dissenting Shares (as defined in the
Merger Agreement) and any shares held by Monsanto or any subsidiary of Monsanto)
were canceled and converted into the right to receive $42.00 in cash without
interest. Upon the closing of the Merger, Monsanto deposited an aggregate of
approximately $1.5 billion in cash with JPMorgan Chase Bank, N.A., as exchange
agent, for further payment to the former stockholders of Delta.
Monsanto and its affiliates are party to numerous commercial arrangements
with Delta and its affiliates, including arrangements pursuant to which Monsanto
or affiliates thereof license certain gene technology to Delta and its
affiliates. Monsanto and Delta have also been parties to certain litigation and
arbitration proceedings arising out of a variety of matters, including the
merger contemplated by that certain Agreement and Plan of Merger, dated as of
May 8, 1998, by and among Pharmacia Corporation (f/k/a Monsanto Company), Delta
and the other party named therein. Certain litigation and arbitration
proceedings between Monsanto and Delta were stayed or dismissed in connection
with the execution and delivery of the Merger Agreement. Upon or promptly
following the closing of the transactions contemplated by the Merger Agreement,
all such litigation and arbitration proceedings were or will be, as applicable,
terminated in their entirety.
In connection with the consummation of the transactions contemplated by the
Merger Agreement, Monsanto entered into an agreement with the United States
Department of Justice (the "Consent Decree"). Pursuant to the terms of the
Consent Decree, Monsanto agreed to, among other things, (i) divest the United
States cotton seed business acquired by Monsanto in 2005, including the
Stoneville(R) and NexGen(TM) brands, along with substantially all the United
States assets acquired in that transaction; and (ii) operate Delta's business
independently of Monsanto's other businesses until the United States Department
of Justice has approved the divestitures of the Stoneville and NexGen businesses
referred to in the Consent Decree, which are summarized therein. A copy of the
Consent Decree can be accessed through the website of the United States
Department of Justice located at www.usdoj.gov.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
In connection with the consummation of the transactions contemplated by the
Merger Agreement, Monsanto borrowed an aggregate of $1.5 billion pursuant to the
terms of a Promissory Note (the "Promissory Note"), dated June 1, 2007. Monsanto
used all of the net proceeds from the borrowing under the Promissory Note to
fund, in part, the consideration payable to the former stockholders of Delta
pursuant to the terms of the Merger Agreement. The balance of the consideration
payable by Monsanto to the former stockholders of Delta pursuant to the terms of
the Merger Agreement was paid from Monsanto's available cash balances.
The Promissory Note was scheduled to mature on June 15, 2007, and Monsanto
was permitted to prepay the indebtedness outstanding thereunder at any time
without penalty or premium. In accordance with the terms of the Promissory Note,
on June 5, 2007, Monsanto elected to prepay the entire principal amount
outstanding under the Promissory Note, together with all accrued and unpaid
interest thereon. The repayment of the indebtedness outstanding under the
Promissory Note was funded by Monsanto through borrowings under its existing
commercial paper program. As of June 5, 2007, the weighted average interest rate
of the commercial paper that was issued in connection with this repayment was
5.35% (including dealer compensation), and the weighted average maturity was 63
days.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 6, 2007
MONSANTO COMPANY
By: /s/ Sonya M. Davis
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Name: Sonya M. Davis
Title: Assistant Secretary
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