Exhibit (a)(1)(D)
Delta and Pine Land Company
Offer to Purchase for Cash by Delta and Pine Land Company
up to 1,739,130 Shares of its Common Stock at a Purchase Price
Not Greater Than $28.75 Nor Less Than $25.00 Per Share
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005, UNLESS D&PL EXTENDS THE
TENDER OFFER.
April 20, 2005
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Delta and Pine Land Company, a Delaware corporation ("D&PL"), is offering to
purchase for cash up to 1,739,130 shares of its common stock, par value $0.10
per share (the "shares"), at a price not greater than $28.75 nor less than
$25.00 per share, net to the seller in cash, without interest. The terms and
conditions of the tender offer are set forth in D&PL's offer to purchase, dated
April 20, 2005, and the letter of transmittal, which together (and as each may
be amended or supplemented from time to time) constitute the tender offer.
D&PL will, upon the terms and subject to the conditions of the tender offer,
determine a single per share price, not greater than $28.75 nor less than $25.00
per share (the "Purchase Price"), that it will pay for shares properly tendered
and not properly withdrawn pursuant to the terms of the tender offer, after
taking into account the number of shares so tendered and the prices specified by
tendering stockholders. D&PL will pay the same Purchase Price for each share of
common stock purchased in the tender offer.
D&PL will select the lowest Purchase Price that will allow it to purchase
1,739,130 shares, or if a lesser number of shares is properly tendered and not
properly withdrawn, all such shares that are properly tendered and not properly
withdrawn. All shares properly tendered before the expiration date (as defined
in Section 1 of the offer to purchase) at prices at or below the Purchase Price
and not validly withdrawn will be purchased by D&PL at the Purchase Price, net
to the seller in cash, without interest, upon the terms and subject to the
conditions of the tender offer, including the "odd lot," proration and
conditional tender provisions thereof. See Section 1 of the offer to purchase.
Shares tendered at prices in excess of the Purchase Price and shares that D&PL
does not accept for purchase because of proration or conditional tenders will be
returned at D&PL's expense to the stockholders that tendered such shares, as
promptly as practicable after the expiration date. D&PL expressly reserves the
right, in its sole discretion, to purchase more than 1,739,130 shares pursuant
to the tender offer, subject to applicable law.
If, at the expiration date more than 1,739,130 shares (or such greater number of
shares as D&PL may elect to purchase, subject to applicable law) are properly
tendered at or below the Purchase Price and not properly withdrawn, D&PL will
buy shares:
- first, from all holders of "odd lots" (holders of less than 100
shares) who properly tender all of their shares of such at or below
the Purchase Price and do not properly withdraw them before the
expiration date;
- second, on a pro rata basis from all other stockholders who properly
tender shares at or below the Purchase Price, other than stockholders
who tender conditionally and whose conditions are not satisfied, with
appropriate adjustments to avoid purchases of fractional shares; and
- third, only if necessary to permit D&PL to purchase 1,739,130 shares
(or such greater number of shares as D&PL may elect to purchase,
subject to applicable law) from holders who have tendered shares
subject to the condition that D&PL purchase a specified minimum number
of the holder's shares if D&PL purchases any of the holder's shares in
the tender offer (for which the condition was not initially satisfied)
at or below the Purchase Price by random lot, to the extent feasible.
To be eligible for purchase by random lot, stockholders whose shares
are conditionally tendered must have tendered all of their shares.
The tender offer is not conditioned upon the receipt of financing or on any
minimum number of shares being tendered. The tender offer is, however, subject
to other conditions. See Section 7 of the offer to purchase.
For your information and for forwarding to your clients for whom you hold shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:
1. Offer to Purchase, dated April 20, 2005;
2. Letter to Clients, which you may send to your clients for whom you hold
shares registered in your name or in the name of your nominee, with an
Instruction Form provided for obtaining such clients' instructions with regard
to the tender offer;
3. Letter of Transmittal, for your use and for the information of your clients,
together with accompanying instructions, Substitute Form W-9, and Guidelines of
the Internal Revenue Service for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
4. Notice of Guaranteed Delivery, to be used to accept the tender offer in the
event that you are unable to deliver the share certificates, together with all
other required documents, to the depositary before the expiration date, or if
the procedure for book-entry transfer cannot be completed before the expiration
date.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, MAY 17, 2005, UNLESS D&PL EXTENDS THE TENDER OFFER.
No fees or commissions will be payable to brokers, dealers, commercial banks,
trust companies or any person for soliciting tenders of shares under the tender
offer other than fees paid to the dealer manager, the information agent, and the
depositary, as described in the offer to purchase. D&PL will, however, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
reasonable and necessary costs and expenses incurred by them in forwarding the
enclosed materials to their customers who are beneficial owners of shares held
by them as a nominee or in a fiduciary capacity. D&PL will pay or cause to be
paid any stock transfer taxes applicable to its purchase of shares pursuant to
the tender offer, except as otherwise provided in the offer to purchase and
letter of transmittal (see Instruction 10 of the letter of transmittal). No
broker, dealer, bank, trust company or fiduciary shall be deemed to be either
our agent or the agent of D&PL, the depositary, or the dealer manager for
purposes of the tender offer.
For shares to be properly tendered pursuant to the tender offer, the depositary
must timely receive (1) the share certificates or confirmation of receipt of
such shares under the procedure for book-entry transfer, together with a
properly completed and duly executed letter of transmittal, including any
required signature guarantees or an "agent's message" (as defined in the offer
to purchase and the letter of transmittal) and any other documents required
pursuant to the tender offer, or (2) the tendering stockholder must comply with
the guaranteed delivery procedures, all in accordance with the instructions set
forth in the offer to purchase and letter of transmittal.
Stockholders (a) whose share certificates are not immediately available or who
will be unable to deliver to the depositary the certificate(s) for the shares
being tendered and all other required documents before the expiration date, or
(b) who cannot complete the procedures for book-entry transfer before the
expiration date, must tender their shares according to the procedure for
guaranteed delivery set forth in Section 3 of the offer to purchase.
Neither D&PL, nor its Board of Directors, nor the dealer manager makes any
recommendation to any stockholder as to whether to tender or refrain from
tendering all or any shares or as to the price or prices at which to tender.
Holders of shares must make their own decision as to whether to tender shares
and, if so, how may shares to tender and at which prices. Of the directors and
executive officers, one executive officer has advised D&PL that he intends to
tender a portion of his shares in the tender offer.
Please address any inquiries you may have with respect to the tender offer to
the dealer manager, UBS Securities, LLC or to the information agent, Georgeson
Shareholder Communications Inc., at their respective addresses and telephone
numbers set forth on the back cover page of the offer to purchase.
2
You may obtain additional copies of the enclosed material from Georgeson
Shareholder Communications Inc. by calling them at: (800) 561-4184.
Capitalized terms used but not defined herein have the meanings assigned to them
in the offer to purchase and the letter of transmittal.
Very truly yours,
Georgeson Shareholder Communications Inc.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AN AGENT OF D&PL, THE DEALER MANAGER, THE INFORMATION AGENT, OR
THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.