FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 1996
Exact name of registrant as specified in its charter:
Delta and Pine Land Company
State of Incorporation: Delaware
Commission File Number: 000-21788
I.R.S. Employer Identification Number: 62-1040440
Address of Principal Executive Offices (including zip code)
One Cotton Row, Scott, Mississippi 38772
Registrant's telephone number, including area code:
(601) 742-4000
Item 2. Acquisition or Disposition of Assets: Merger of D&PL1,
D&PL2 and D&PL3, wholly-owned subsidiaries of Delta and Pine Land
Company (the "Company"), with and into Arizona Processing, Inc.
("API"), Ellis Brothers Seed, Inc. ("EBS")and Mississippi Seed,
Inc. ("MSI"), respectively, separately and collectively known as
The Sure Grow Companies, effective May 21, 1996, to be accounted
for as a pooling of interests.
1. Agreement Between the D&PL Companies and The Sure Grow
Companies, Sure Grow Shareholders and Sure Grow Principals. On May
21, 1996, pursuant to the Agreement between the D&PL Companies and
The Sure Grow Companies, Sure Grow Shareholders and Sure Grow
Principals dated May 20, 1996 (the "Agreement"), D&PL1, D&PL2, and
D&PL3, wholly-owned subsidiaries of Delta and Pine Land Company
(the "Company"), acquired by merger Arizona Processing, Inc.
("API"), Ellis Brothers Seed, Inc. ("EBS") and Mississippi Seed,
Inc. ("MSI"), respectively.
The Company exchanged 1,548,483 unregistered shares of its common
stock for all of the issued and outstanding shares of API, EBS and
MSI. The merger will be accounted for as a pooling of interests.
API, EBS and MSI will continue to operate as separate subsidiaries
of the Company. All current employees of the acquired companies
are expected to continue their employment.
Item 7. Financial Statements and Exhibits:
(a) Financial statements of businesses acquired:
(1) Sure Grow Companies Combined Audited Balance Sheet as of
August 31, 1994 and the Related Combined Statements of Income
and Retained Earnings and of Combined Cash Flows for the Year
Ended August 31, 1994 and Independent Auditor's Report.
(2) Sure Grow Companies Combined Audited Balance Sheet as of
August 31, 1995 and the Related Combined Statements of Income
and Retained Earnings and of Combined Cash Flows for the Year
Ended August 31, 1995 and Independent Auditor's Report.
(3) Sure Grow Companies Combined Compiled (Unaudited) Interim
Balance Sheet as of May 31, 1996 and the Related Combined
Statements of Income and Cash Flows for the Nine Months Ended
May 31, 1996 and Accountant's Compilation Report.
Note: The financial statements of Sure Grow Seed, Inc. were prepared
using August 31 as its fiscal year end. The financial statements
of Mississippi Seed, Inc., Arizona Processing, Inc. and Ellis
Brothers, Inc. were prepared using June 30 as their fiscal year
ends. If the Company elects to change the Sure Grow Companies'
year ends to August 31, such financial statements will be filed
by amendment.
(b) Pro forma financial information:
(1) Delta and Pine Land Company Pro Forma Consolidated Balance
Sheets (Unaudited)-August 31, 1995 and May 31, 1996
(2) Delta and Pine Land Company Consolidated Statements of
Operations (Unaudited) for the Years Ended August 31,
1993, 1994 and 1995 and for the Nine Months Ended May 31,
1996.
(3) Notes to Pro Forma Consolidated Financial Statements
(Unaudited).
(c) Exhibits:
10.27 Agreement between the D&PL Companies and The
Sure Grow Companies, Sure Grow Shareholders and
Sure Grow Principals dated May 20, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
DELTA AND PINE LAND COMPANY
Date: August 5, 1996 By: /s/ W. Thomas Jagodinski
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W. Thomas Jagodinski,
Vice President and Treasurer