SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 4
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Delta and Pine Land Company
(Name of Subject Company (Issuer))
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Delta and Pine Land Company (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
Common Stock: 247357106
(CUSIP Number of Class of Securities)
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R. D. Greene
Vice President - Finance, Treasurer and Assistant Secretary
Delta and Pine Land Company
One Cotton Row
Scott, Mississippi 38772
Telephone: (662) 742-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Sam D. Chafetz
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
165 Madison Avenue, Suite 2000
Memphis, TN 38103
Telephone: (901) 526-2000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
- -------------------------------- -----------------------------
$50,000,000 $5,885
* Calculated solely for purposes of determining the amount of the filing fee.
Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as
amended, the Transaction Valuation was calculated assuming that an
aggregate of 1,739,130 shares of common stock, par value $0.10 per share
are purchased at the maximum possible tender offer price of $28.75 per
share.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, equals $117.70 per
million of the value of the transaction.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $5,885 Filing Party: Delta and Pine Land Company
Form or Registration No.: Schedule TO Date Filed: April 20, 2005
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Commission on April 20, 2005 as amended
and supplemented by Amendment No. 1 to the Tender Offer Statement filed with the
Commission on May 11, 2005, Amendment No. 2 to the Tender Offer Statement filed
with the Commission on May 18, 2005 and Amendment No. 3 to the Tender Offer
Statement filed with the Commission on May 19, 2005 (the "Schedule TO") by Delta
and Pine Land Company, a Delaware corporation (the "Company"), relating to the
tender offer by the Company to purchase for cash up to 1,739,130 shares, of its
common stock, par value $0.10 per share at a price of not more than $28.75 nor
less than $25.00 per share, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the offer to purchase and
the accompanying letter of transmittal, which are dated and were filed with the
Commission on April 20, 2005 as Exhibits (a)(1)(A) and (a)(1)(B), respectively,
to the Company's original Schedule TO dated that date. The information in the
tender offer is incorporated in this Amendment No. 4 to the Schedule TO by
reference in response to all of the items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following:
On May 24, 2005, the Company issued a press release announcing the final results
of the tender offer, which expired at 12:00 Midnight, New York City time, on May
17, 2005. A copy of the press release is filed as Exhibit (a)(5)(F) to this
Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(5)(F) Press Release dated May 24, 2005 (announcing final results of tender
offer)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DELTA AND PINE LAND COMPANY
By: /s/ R. D. Greene
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Name: R. D. Greene
Title: Vice President - Finance, Treasurer
and Assistant Secretary
Dated: May 24, 2005
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
(a)(5)(F) Press Release dated May 24, 2005 (announcing final results of
tender offer)
NEWS
Delta and Pine Land Company
P.O. Box 157
Scott, Mississippi 38772
________________________________________________________________________________
Contact: Investors Media
Tom Jagodinski Jonathan Gasthalter/Amy Cohen
Delta and Pine Land Company Citigate Sard Verbinnen
(662) 742-4518 (212) 687-8080
DELTA AND PINE LAND COMPANY ANNOUNCES
FINAL RESULTS OF TENDER OFFER
SCOTT, MS, May 24, 2005 - Delta and Pine Land Company (NYSE: DLP) announced
today the final results of its modified "Dutch auction" tender offer, which
expired at 12:00 Midnight, New York City time, Tuesday, May 17, 2005.
Based on the final count by Illinois Stock Transfer Company, the depositary
for the tender offer, approximately 2,374,940 shares of common stock were
properly tendered and not withdrawn at a price at or below $27.00 per share. As
previously disclosed, the Company intends to purchase all shares properly
tendered and not withdrawn at prices at or below $27 per share, subject to
applicable securities laws. Accordingly, the Company will purchase 2,374,940
shares of its common stock at a purchase price of $27.00 per share, or a total
of $64,123,380. The total shares to be purchased are comprised of the 1,739,130
shares the Company offered to purchase and 635,810 shares to be purchased
pursuant to the Company's right to purchase up to an additional 2% of the shares
outstanding immediately prior to the commencement of the tender offer. Shares
tendered at or below $27.00 per share include shares tendered by persons who
indicated that they are willing to accept the price determined in the offer. All
shares purchased in the tender offer will receive the same price.
Payment for shares accepted for purchase, and the return of all other
shares tendered but not accepted for payment, will be made promptly by Illinois
Stock Transfer Company. As a result of the completion of the tender offer and
immediately following payment for the tendered shares, the Company will have
approximately 36.1 million shares of common stock outstanding.
About Delta and Pine Land Company
Delta and Pine Land Company is a leading commercial breeder, producer and
marketer of cotton planting seed. Headquartered in Scott, Mississippi, with
multiple offices in eight states and facilities in several foreign countries,
D&PL also breeds, produces and markets soybean planting seed in the U.S. For
more information about D&PL, please refer to the Company's website at
www.deltaandpine.com.
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