As filed with the Securities and Exchange Commission on May 23, 2005
UNITED STATES
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): May 23, 2005
MONSANTO COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
800 North Lindbergh Blvd.,
St. Louis, MO 63167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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
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[ ] 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 13a-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
In this report, Monsanto Company ("Monsanto" or "the company") is providing
certain recasted consolidated financial information to reflect that the
operations of its environmental technologies businesses are now being treated as
discontinued operations.
In second quarter 2005, the company committed to a plan to sell its
environmental technologies businesses that met the "held for sale" criteria
under SFAS No. 144 (SFAS 144), Accounting for the Impairment or Disposal of
Long-Lived Assets. The environmental technologies businesses provide
engineering, procurement and construction management services, and sell
proprietary equipment and process technologies. The company has determined that
these businesses are no longer consistent with its strategic business goals. In
April 2005, the company announced that it signed a non-binding letter of intent
to sell the environmental technologies businesses to the management of such
businesses in a management buyout. The parties are negotiating a definitive
agreement for the transaction, which is targeted to close by the end of fiscal
year 2005.
On Jan. 1, 2002, we adopted the provisions of SFAS 144. SFAS 144 addresses
financial accounting and reporting for the disposal of long-lived assets. In
accordance with SFAS 144, in a period in which a component of an entity either
has been disposed of or is classified as held for sale, the income statement of
a business enterprise for current and prior periods shall report the results of
operations of the component in discontinued operations. Therefore, our Report on
Form 10-Q for the quarterly period ended Feb. 28, 2005, reported the results of
operations of our environmental technologies businesses as discontinued
operations for the three months and six months ended Feb. 28, 2005, and for the
comparable periods in the prior year, in accordance with SFAS 144.
The same reclassification for discontinued operations is required by SFAS 144
for previously issued financial statements and related information that were
included in our most recently filed Form 10-K, should we incorporate that Form
10-K by reference into any of our filings under the Securities Act of 1933
("1933 Act filings"). Also, in this Current Report on Form 8-K we reclassified
the results of operations of our environmental technologies businesses as
discontinued operations for the three months ended Nov. 30, 2004, and Nov. 30,
2003, included in our Report on Form 10-Q for the quarterly period ended Nov.
30, 2004. Therefore, in this Current Report on Form 8-K, we have updated the
consolidated financial information that was included in our Form 10-K for the
fiscal year ended Aug. 31, 2004, and our Form 10-Q for the quarterly period
ended Nov. 30, 2004, to reflect the environmental technologies businesses as
discontinued operations and other revisions described below. This report
includes our recasted audited Statement of Consolidated Operations for the
fiscal year ended Aug. 31, 2004, the eight months ended Aug. 31, 2003, and the
calendar years ended Dec. 31, 2002 and 2001, and our recasted unaudited
Statement of Consolidated Operations for the three months ended Nov. 30, 2004,
and Nov. 30, 2003. In addition, this Current Report includes the respective
Selected Financial Data, and Management's Discussion and Analysis of Financial
Condition and Results of Operations, revised to be consistent with the recasted
Statements of Consolidated Operations.
The revisions are reflected in the following sections of our Form 10-K for the
fiscal year ended Aug. 31, 2004:
- Part II, Item 6. Selected Financial Data;
- Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations; and
- Part II, Item 8. Financial Statements and Supplementary Data.
The revisions are reflected in the following sections of our Form 10-Q for the
quarterly period ended Nov. 30, 2004:
- Part I, Item 1. Financial Statements; and
- Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The SFAS 144 treatment reflected in these recasted consolidated financial
statements had no effect on the net income available to common stockholders and
did not have a material effect on the company's results of operations or
financial condition.
The recasted consolidated financial information is attached to this Current
Report on Form 8-K as Exhibits 99.1 and 99.2. The information contained in this
filing has been revised for the treatment of the environmental technologies
businesses as discontinued operations. Because we are recasting the Form 10-K
for the fiscal year ended Aug. 31, 2004, and the Form 10-Q for the quarterly
period ended Nov. 30, 2004, for discontinued operations, we have also
incorporated changes to conform the presentation of this consolidated financial
information to the form presented in our Form 10-Q for the quarterly period
ended Feb. 28, 2005, filed with the Securities and Exchange Commission (the
"SEC") on April 11, 2005, and certain other changes in presentation. The revised
sections of our Form 10-K for the fiscal year ended Aug. 31, 2004, and our Form
10-Q for the quarterly period ended Nov. 30, 2004, included in this Current
Report on Form 8-K have not been otherwise updated for events occurring after
the date of our consolidated financial statements, which were originally
presented in our Report on Form 10-K for the fiscal year ended Aug. 31, 2004,
filed on Nov. 3, 2004, and our Report on Form 10-Q for the quarterly period
ended Nov. 30, 2004, filed on Jan. 10, 2005. This Current Report on Form 8-K
should be read in conjunction with our Reports on Form 10-Q for the quarters
ended Nov. 30, 2004 (except Part I, which is contained in this Current Report),
and Feb. 28, 2005, and our other Current Reports on Form 8-K for disclosure of
other information.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
23 Consent of Deloitte & Touche LLP.
99.1 Revised Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations, and
Consolidated Financial Statements and Supplementary Data for the
fiscal year ended Aug. 31, 2004, the eight months ended Aug. 31,
2003, and the calendar years ended Dec. 31, 2002 and 2001 (Part II
-- Items 6, 7 and 8 of the Report on Form 10-K for the fiscal year
ended Aug. 31, 2004, filed with the SEC on Nov. 3, 2004).
99.2 Revised Financial Statements, and Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
three months ended Nov. 30, 2004, and Nov. 30, 2003 (Part I -- Items
1 and 2 of the Report on Form 10-Q for the quarterly period ended
Nov. 30, 2004, filed with the SEC on Jan. 10, 2005).
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.
MONSANTO COMPANY
(Registrant)
By: /s/ RICHARD B. CLARK
-------------------------
Richard B. Clark
Vice President and Controller
Date: May 23, 2005
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
23 Consent of Deloitte & Touche LLP.
99.1 Revised Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations, and
Consolidated Financial Statements and Supplementary Data for the
fiscal year ended Aug. 31, 2004, the eight months ended Aug. 31,
2003, and the calendar years ended Dec. 31, 2002 and 2001 (Part II
-- Items 6, 7 and 8 of the Report on Form 10-K for the fiscal year
ended Aug. 31, 2004, filed with the SEC on Nov. 3, 2004).
INDEX TO EXHIBIT 99.1 PAGE NUMBER
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Selected Financial Data 1
Management's Discussion and Analysis of Financial Condition and Results of Operations 3
Consolidated Financial Statements and Supplementary Data 41
99.2 Revised Financial Statements, and Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
three months ended Nov. 30, 2004, and Nov. 30, 2003 (Part I -- Items
1 and 2 of the Report on Form 10-Q for the quarterly period ended
Nov. 30, 2004, filed with the SEC on Jan. 10, 2005).
INDEX TO EXHIBIT 99.2 PAGE NUMBER
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Financial Statements 1
Management's Discussion and Analysis of Financial Condition and Results of Operations 19