SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 8, 1998
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
000-21788
(Commission File Number)
Delaware 62-1040440
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (601) 742-4000
NA
(Former name or former address, if changed since last report)
Item 5- OTHER EVENTS
Delta and Pine Land Company ("DLP") signed a definitive merger
agreement, included herein, with Monsanto Company ("Monsanto") on May 8, 1998.
Consummation of the merger is subject to approval by the DLP shareholders and
various regulatory authorities. DLP shareholders will receive 0.8625 shares
of voting Monsanto Common Stock for each share of DLP stock they hold, subject
to certain adjustments. The exchange ratio may be adjusted if the average of
the closing prices of Monsanto's common stock on the 30 consecutive trading days
ending on the earlier of (i) August 6,1998 or (ii) the second
trading day prior to the date of DLP's stockholders meeting to vote on the
merger, increases or decreases by more than 25%. The transaction is
expected to qualify as a tax free reorganization under Section 368(a) of the
Internal Revenue Code. In the event that the transaction is not consummated,
the merger agreement provides various rights to DLP and to Monsanto,
depending upon the circumstances.
Item 7 Financial Statements and Exhibits
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Merger dated as of May 8, 1998 by and between
Monsanto Company and Delta and Pine Land Company
4 Amendment No. 1 to the Rights Agreement dated May 8, 1998 by and
between Delta and Pine Land Company and The Harris Trust and Savings Bank
10 Termination Option Agreement as of May 8, 1998 by
and between Monsanto Company and Delta and Pine Land Company
99 Press Release, dated May 11, 1998
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
/s/ W.T. Jagodinski
W.T. Jagodinski
Vice President -
Finance and Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Merger dated as of May 8, 1998 by and between
Monsanto Company and Delta and Pine Land Company
4 Amendment No. 1 to the Rights Agreement dated May 8, 1998 by and
between Delta and Pine Land Company and The Harris Trust and Savings Bank
10 Termination Option Agreement as of May 8, 1998 by
and between Monsanto Company and Delta and Pine Land Company
99 Press Release, dated May 11, 1998