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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
PIONEER HI-BRED INTERNATIONAL, INC.
(Name of Issuer)
E. I. DU PONT DE NEMOURS AND COMPANY, PIONEER HI-BRED
INTERNATIONAL, INC., DELTA ACQUISITION SUB, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
723686101
(CUSIP Number of Class of Securities)
Roger W. Arrington William DeMeulenaere
Associate General Counsel Corporate Counsel
E. I. du Pont de Nemours and Company Pioneer Hi-Bred International, Inc.
1007 Market Street 800 Capital Square
Wilmington, DE 19898, 400 Locust Street
(302) 774-1000 Des Moines, Iowa 50309
(515) 248-4820
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$7,615,313,533 $1,523,063
* For purposes of calculating the filing fee only, the transaction value
equals $7,615,313,533.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b)
promulgated pursuant to the Securities Exchange Act of 1934, as amended,
equals $1,523,063.
/ / 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 number, or the form or
schedule and the date of its filing.
Amount Previously Paid: _______$1,523,063_______________________________________
Form or Registration No.: _______Schedule 14A___________________________________
Filing Party: _______Pioneer Hi-Bred International, Inc.________________________
Date Filed: _______July 1, 1999_________________________________________________
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "13e-3 Statement") of Pioneer
Hi-Bred International, Inc., an Iowa corporation ("Pioneer" or "Company"), E. I.
du Pont de Nemours and Company, a Delaware corporation ("DuPont"), and Delta
Acquisition Sub, Inc., an Iowa corporation and a wholly owned subsidiary of
DuPont ("DAC"), relates to an Agreement and Plan of Merger, dated as of March
15, 1999 (the "Merger Agreement"), among Pioneer, DuPont and DAC pursuant to
which Pioneer will merge with and into DAC (the "Merger"), with the result being
that Pioneer will become a wholly owned subsidiary of DuPont. The Merger
Agreement and the Merger have already been approved by the boards of directors
of the Company, DuPont and DAC. This Statement is intended to satisfy the
reporting requirements of Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Act"). A copy of the Merger Agreement filed by the Company as
Appendix A to the Company's Proxy Statement/Prospectus (the "Proxy Statement")
which is filed as Exhibit (d) to this 13e-3 Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this 13e-3
Statement. The information in the Proxy Statement, including all appendices
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this 13e-3 Statement are qualified in their entirety by the
information contained in the Proxy Statement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the Proxy Statement under the caption "SUMMARY--The
Companies" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption "DESCRIPTION
OF PIONEER CAPITAL STOCK" is incorporated herein by reference.
(c-d) The information set forth in the Proxy Statement under the caption "SUMMARY--
Market Prices and Dividend Information" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS--Background of the Merger" is incorporated herein by reference. DuPont
purchased 164,445.86 shares of Pioneer voting preferred stock for an aggregate
purchase price of $1.71 billion, representing approximately 16.7% of Pioneer's
common equity and voting power at the time of the purchase. The shares were
purchased at a per share common equivalent price, taking into account Pioneer's
1998 three-for-one stock split of approximately $35 per share. Pioneer
purchased, at approximately $31 per share, approximately 49.4 million shares of
Pioneer's outstanding common stock (taking into account the stock split) through
a Dutch auction self-tender.
2
Set forth below is a list of purchases of Pioneer common stock by Pioneer
since September 1, 1995 (the beginning of Pioneer's third full fiscal year
preceding the date of this 13e-3 Statement):
PURCHASES OF PIONEER COMMON STOCK BY PIONEER
RANGE
--------------------
FISCAL QUARTER(1) AMOUNT OF SHARES USD VALUE AVG PRICE HIGH LOW
- -------------------- ---------------- -------------- ---------- --------- ---------
FY1996 Q1
Q2 57,300 $ 947,905 $ 16.5428 $ 17.558 $ 16.538
Q3 2,046,900 $ 36,386,515 $ 17.7764 $ 18.350 $ 17.100
Q4 1,342,500 $ 24,459,838 $ 18.2196 $ 19.017 $ 17.100
FY1997 Q1
Q2 747,000 $ 16,620,450 $ 22.2496 $ 22.350 $ 21.558
Q3 360,000 $ 8,197,438 $ 22.7707 $ 23.058 $ 22.517
Q4
FY1998 Q1 64,383 $ 1,985,143 $ 30.8333 $ 30.833 $ 30.833
Q2 1,639,800 $ 56,150,445 $ 34.2423 $ 35.916 $ 33.071
Q3 2,835,500 $ 100,218,001 $ 35.3440 $ 40.477 $ 32.857
Q4 2,028,100 $ 73,509,700 $ 36.2456 $ 40.258 $ 31.988
FY1999 Q1 593,200 $ 15,628,945 $ 26.3468 $ 30.420 $ 24.830
Q2 637,500 $ 18,085,362 $ 28.3692 $ 30.300 $ 27.410
(1)Pioneer's fiscal year ends August 31. The fiscal quarters end November
30, February 28, May 31 and August 31.
ITEM 2. IDENTITY AND BACKGROUND.
This 13e-3 Statement is filed jointly by Pioneer, the issuer of the
securities which are the subject of the Rule 13e-3 transaction, DuPont and DAC.
Each of Pioneer and DAC is a corporation organized under the laws of the state
of Iowa. DuPont is a corporation organized under the laws of the state of
Delaware. DuPont is an affiliate of Pioneer because of its ownership of 20% of
shares of Pioneer common stock and because DuPont has designated members on the
Pioneer board of directors. The principal business of Pioneer is the development
and distribution of genetically enhanced seed stock for agricultural use. DuPont
is a science company, delivering science-based solutions that make a difference
in people's lives in food and nutrition; health care; apparel; home and
construction; electronics; and transportation. DAC is a wholly owned subsidiary
of DuPont that has been organized for the purpose of consummating the Merger and
has no other business activities. The address of Pioneer is 800 Capital Square,
400 Locust Street, Des Moines, Iowa 50309. The address of DuPont and DAC is 1007
Market Street, Wilmington, Delaware 19898.
(a)-(d),(g) Set forth below is information regarding the directors and executive officers of
Pioneer:
NAME BACKGROUND
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Peg Armstrong-Gustafson............. Ms. Armstrong was elected to her present position as Vice President and
Director, Worldwide Product Marketing in December 1997. She had served as
Director, Worldwide Corn Product Marketing from 1993 to 1997.
Wayne L. Beck....................... Mr. Beck was elected to his present position as Vice President, Supply
Management, effective March 1993. Prior to that he served as Director of
North American Seed Division-Production.
Nancy V. Bekavac ................... Since July 1990, Ms. Bekavac has been President of Scripps College,
(Director) Claremont, California. Ms. Bekavac is also a Director of Electro
3
NAME BACKGROUND
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Rent Corp., Van Nuys, California (a computer and electronic test and
measurement rental company).
Carrol D. Bolen..................... Mr. Bolen was elected to his present position as Vice President effective
January 1983. From 1995 to March 1998, Mr. Bolen served as Vice President
and Director of Legal and Government Affairs. Mr. Bolen served as Director
of the Company's Specialty Plant Products Division from September 1988
until 1994, when he was appointed Director of Business Development.
C. Robert Brenton .................. Since 1990, Mr. Brenton has been Chairman of the Board of Brenton Banks,
(Director) Inc., and is currently Chairman and a Director of Brenton Banks, Inc., Des
Moines, Iowa.
Dr. Anthony J. Cavalieri............ Dr. Cavalieri was elected to his present position as Vice President
effective March 1995, and serves as Director, Trait and Technology
Development. From December 1990 to January 1994, Dr. Cavalieri was
Director, Technology Support, and from January 1994 to March 1995 was
Director, Trait and Technology Development.
Jack A. Cavanah..................... Mr. Cavanah was elected to his present position as Vice President effective
March 1991, and serves as Director, Product Characterization and
Commercialization.
Jerry L. Chicoine .................. Mr. Chicoine was elected to his present position as Executive Vice
(Director) President and Chief Operating Officer effective September 1997. Mr.
Chicoine was elected as a Director of Pioneer in March 1998 to fill the
term of a Director who resigned in March 1998. Mr. Chicoine also has served
as Corporate Secretary since March 1990. Mr. Chicoine served as Senior Vice
President from March 1990 to September 1997 and as Chief Financial Officer
from March 1990 to November 1997. Mr. Chicoine is a director of FBL
Financial Group, Inc., Des Moines, Iowa (a financial services company) and
a director of Edge Technologies, Inc., Ames, Iowa (a research based
technology company).
Dwight G. Dollison.................. Mr. Dollison was elected to his present position as Vice President and
Treasurer effective March 1995 and previously held the position of
Treasurer from 1988 to 1995.
Thomas M. Hanigan................... Mr. Hanigan was elected to his present position as Vice President-- Chief
Information Officer in March 1999. Mr. Hanigan was first elected Vice
President effective March 1995, and served as Director, Information
Management. From July 1993 to March 1995, Mr. Hanigan was the Director of
Information Management of the Company.
Brian G. Hart....................... Mr. Hart was elected Chief Financial Officer in November 1997. Mr. Hart has
been serving as Vice President since March 1995 and continues to serve in
that position. Mr. Hart was Corporate Controller from September 1990 until
November 1997.
Charles O. Holliday, Jr. ........... Since October 1997, Mr. Holliday has served as President and Chief
(Director) Executive Officer of DuPont. Since July 1997, he has served as a Director
of DuPont. From October 1995 to October 1997, he served as Executive Vice
President and member of the Office of the Chief
4
NAME BACKGROUND
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Executive of DuPont. He also served as Chairman of DuPont Asia Pacific from
1995 to 1997. He served as Senior Vice President of DuPont from 1992 to
1995 and as President of DuPont Asia Pacific from 1990 to 1995. He also is
a director of Analog Devices, Inc., Norwood, Massachusetts (an integrated
circuit manufacturer). He is a member of The Business Council and the
Business Roundtable and serves on the Chancellor's Advisory Council for
Enhancement at the University of Tennessee and is a trustee of the
Winterthur Museum and Gardens. Mr. Holliday was selected by DuPont to be
nominated as one of its representatives on the Board of the Company.
James R. Houser..................... Mr. Houser was elected to his present position as Vice President effective
March 1995 and has served as Director, European Operations since November
1997. In 1992, Mr. Houser was named Director of the Company's Microbial
Genetics Division. From 1995 to November 1997, Mr. Houser served as
Director of Nutrition and Industry Markets.
Fred S. Hubbell .................... Since February 1, 1999, Mr. Hubbell has been a member of the Executive
(Director) Committee of ING Financial Services International for ING Group (a global
financial services company headquartered in Holland). From October 1997 to
January 31, 1999, Mr. Hubbell was President and Chief Executive Officer of
US Life and Annuity Operations for ING Group. From April 1993 to October
1997, Mr. Hubbell served as Chairman of Equitable of Iowa Companies, Des
Moines, Iowa (a life insurance and annuities company). Mr. Hubbell held the
positions of Chief Executive Officer from April 1989 to October 1997 and
President from May 1987 to October 1997 of Equitable of Iowa Companies. Mr.
Hubbell is also a Director of The Macerich Company, Santa Monica,
California (a shopping center REIT).
John D. James....................... Mr. James was elected to his present position as Senior Vice President
effective March 1994. Mr. James previously held the position of Vice
President and Group Executive for the Company from March 1991 to March
1994.
Dr. Herbert H. Jervis............... Dr. Jervis joined Pioneer in November 1996, was elected to his present
position as Vice President in May 1997 and also serves as Chief
Intellectual Property Counsel. From 1990 to 1996, Dr. Jervis was Associate
Patent Counsel at SmithKline Beecham Pharmaceuticals, Philadelphia,
Pennsylvania.
Charles S. Johnson ................. Mr. Johnson was named Chairman of the Board of the Company in December
(Director) 1996. Mr. Johnson has served as President and Chief Executive Officer of
Pioneer since September 1995. Mr. Johnson previously was President and
Chief Operating Officer from March 1995 to September 1995. Mr. Johnson was
Executive Vice President from March 1993 to March 1995. Since 1973, Mr.
Johnson has served in an executive position with the Company. Mr. Johnson
is also a Director of The Principal Financial Group (a financial services
company) and Gaylord Container Corporation (a national
5
NAME BACKGROUND
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manufacturer and distributor of brown paper and packaging products), both
of Des Moines, Iowa.
Luiz Kaufmann ...................... Mr. Kaufmann is a consultant for private equity investments and is
(Director) currently involved with the development of investment projects aimed at the
acquisition of a controlling interest in companies with potential for
substantial capital appreciation. From 1993 to April 1998, Mr. Kaufmann was
the President and Chief Executive Officer of Aracruz Celulose S.A., Rio de
Janeiro, Brazil (a pulp producer). From 1990 to 1993, he was the Executive
Vice President and a member of the Board of Petropar S.A., Porto Alegre,
Brazil (an investment holding company). Mr. Kaufmann is also a Director of
Ferrovia Sul Atlantico, Curitiba, Brazil (a major railroad in southern
Brazil) and Lojas Americanas, Rio de Janeiro, Brazil (a large retail
company).
William F. Kirk .................... Mr. Kirk is a Senior Vice President of DuPont. He was Vice President and
(Director) General Manager of DuPont Agricultural Products from 1990 to November 1997.
Mr. Kirk was selected by DuPont to be nominated as one of its
representatives on the Board of the Company.
Mary A. McBride..................... Ms. McBride was elected to her present position as Vice President,
Worldwide Marketing in March 1991.
Dr. Richard L. McConnell............ Dr. McConnell was elected to his present position as Senior Vice President
and Director, Research and Product Development in March 1994. From March
1991 to March 1994, he held the position of Vice President, Director of
North America Research.
Dr. F. Warren McFarlan ............. Dr. McFarlan is the Albert E. Gordon Professor of Business Administration,
(Director) Senior Associate Dean and Director of External Relations, Harvard
University Graduate School of Business Administration and has been tenured
since 1973. Dr. McFarlan is a Director of Providian Financial Corporation,
San Francisco, California (a credit card company) and Computer Sciences
Corporation, Los Angeles, California (a computer system integration
company).
Dr. James E. Miller................. Dr. Miller was elected to his present position as Vice President in March
1995 and has served as Director, Product Development since August 1997.
From January 1994 to August 1997, Dr. Miller held the position of Director,
Oilseeds and Field Crops Research. From February 1990 to January 1994, Dr.
Miller held the position of Director, Soybean Research.
Paul E. Schickler................... Mr. Schickler was elected to his present position as Vice President of the
Company effective March 1995 and serves as Director, Administration (Human
Resources, Learning and Development, Real Estate Management and Corporate
Communications). From 1990 to March 1995, Mr. Schickler was Director of
Finance for North American Operations.
Leon R. Shearer..................... Mr. Shearer was elected to his present position as Vice President in August
1997 and also serves as General Counsel. From 1987 to
6
NAME BACKGROUND
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August 1997, Mr. Shearer was a practicing attorney and the managing partner
of Shearer, Templer and Pingel, a law firm in West Des Moines, Iowa.
Duane A. Suess...................... Mr. Suess was elected to his present position as Corporate Controller in
November 1997. From November 1993 to November 1997, Mr. Suess served as tax
director.
Harold F. Thorne.................... Mr. Thorne was elected to his present position as Vice President of Pioneer
in March 1995, and serves as Operations Director, Africa, Asia, Middle East
and Pacific. From 1994 to 1995, Mr. Thorne was Director of Operations for
Africa, Middle East, Asia and Pacific and also Director of Government
Affairs. From 1988 to 1994, Mr. Thorne was Director of Business Development
of the Company.
Thomas N. Urban .................... Mr. Urban was elected Corporate Vice President in 1974; President of
(Director) Pioneer in 1979; CEO and President in 1981; and Chairman, President and CEO
in 1984. He remained Chairman of the Board, but relinquished his position
as President and CEO in 1995 to become a Visiting Professor at Harvard
University in the Graduate School of Business (1995-1997). Mr. Urban
retired as Chairman of the Board on December 31, 1996. Mr. Urban is also a
Director of Sigma Aldrich Corporation, St. Louis, Missouri (a research
chemicals company) and PIC International Group PLC, London, England (the
world's leading provider of genetically improved pigs used for breeding);
Chairman of the Board of Trustees of the Carnegie Institution of
Washington, Washington, D.C.; and member of the Board of Trustees of the
FINE Foundation.
Dr. Virginia Walbot ................ Since 1989, Dr. Walbot has been a Professor at Stanford University,
(Director) Department of Biological Sciences, Stanford, California.
H. Scott Wallace ................... Mr. Wallace is the Director of Defender Legal Services, for the National
(Director) Legal Aid and Defender Association, Washington, D.C. From 1992 to 1997, Mr.
Wallace was a criminal justice and government relations consultant. From
1985 to 1992, Mr. Wallace was Legislative Director, National Association of
Criminal Defense Lawyers, Washington, D.C.
John T. Watson...................... Mr. Watson was elected to his present position as Vice President of Pioneer
in March 1991, and serves as Assistant Operations Director, Africa, Middle
East, Asia and Pacific.
Fred W. Weitz ...................... Since 1995, Mr. Weitz has been the President of Essex Meadows, Inc., Des
(Director) Moines, Iowa (an operator of proprietary retirement communities and owner
of commercial real estate). From 1964 to 1995, Mr. Weitz was the President
of The Weitz Corporation, Des Moines, Iowa (a building construction and
real estate development company). Mr. Weitz is also a Director of The
Principal Financial Group (a financial services company), Wilian Holding
Company (parent company of Economy Forms Corp., a manufacturer of concrete
forms) and Access Air Holdings, Inc. (a holding company of an airline) all
of Des Moines, Iowa.
7
NAME BACKGROUND
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Robert K. Wichmann.................. Mr. Wichmann was elected to his present position as Vice President, North
American Seed Sales in March 1986.
Herman H.F. Wijffels ............... Since March 1999, Dr. Wijffels has been President of the Netherlands Social
(Director) and Economic Council, The Hague, The Netherlands (the advisory body to the
Dutch government in matters of National and International Social and
Economic policy). From 1986 to March 1999, Dr. Wijffels was Chairman of the
Executive Board of Rabobank Nederland, The Netherlands (a cooperative
banking organization doing business internationally). Dr. Wijffels is also
Chairman of DSM NV (a chemical company) and a director of Hollandsche Beton
Groep NV (a construction company), both from The Netherlands.
The business address for each of the executive officers and directors of
Pioneer listed above is c/o Pioneer Hi-Bred International, Inc. at the address
listed above.
Set forth below is information regarding the directors and executive
officers of DuPont:
NAME BACKGROUND
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Curtis J. Crawford ................. Mr. Crawford is President and Chief Executive Officer of ZiLOG, Inc., a
(Director) producer of application specific standard products in the semiconductor
industry. From 1995 to January 1998, Mr. Crawford was group president,
Microelectronics Group, Lucent Technologies, Inc. and also served as
president, Intellectual Property Division, from October 1997. From 1993 to
1995, he was president of AT&T Microelectronics, a business unit of AT&T
Corporation. Mr. Crawford is a director of ITT Industries, Inc., and ZiLOG,
Inc.
Louisa C. Duemling ................. Mrs. Duemling is a member of the board of governors of the Nature
(Director) Conservancy and the board of trustees of the Chesapeake Bay Foundation.
Edward B. du Pont .................. Mr. du Pont was Chairman of Atlantic Aviation Corporation, the principal
(Director) business of which is the charter, completion, storage, operation and
maintenance of aircraft. He serves as a director of Wilmington Trust
Corporation, a trustee of Christian Care Corporation and the University of
Delaware, President and a trustee of Eleutherian Mills-Hagley Foundation,
and Vice President and a trustee of Longwood Foundation, Inc.
Richard R. Goodmanson............... Since May 1999, Mr. Goodmanson has been an Executive Vice President and a
Chief Operating Officer of DuPont. From 1996 to April 1999, he was
President and Chief Executive Officer of America West Airlines. From 1992
to 1996, he was Senior Vice President of Operations for Frito-Lay Inc.
(division of PepsiCo).
Charles O. Holliday, Jr. ........... Mr. Holliday is presently the Chairman of the DuPont Board. Since October
(Director) 1997, Mr. Holliday has served as President and Chief Executive Officer of
DuPont. Since July 1997, he has served as a director of DuPont. From
October 1995 to October 1997, he served as Executive Vice President and
member of the Office of the Chief Executive of DuPont. He also served as
Chairman of DuPont Asia
8
NAME BACKGROUND
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Pacific from 1995 to 1997. He served as Senior Vice President of DuPont
from 1992 to 1995 and as President of DuPont Asia-Pacific from 1990 to
1995. He also is a director of Analog Devices, Inc., Norwood, Massachusetts
(an integrated circuit manufacturer). He is a member of The Business
Council and the Business Roundtable and serves on the Chancellor's Advisory
Council for Enhancement at the University of Tennessee and is a trustee of
the Winterthur Museum and Gardens.
Lois D. Juliber .................... Ms. Juliber is Executive Vice President and Chief of Operations, Developed
(Director) Markets, Colgate-Palmolive Company, the principal business of which is the
production and marketing of consumer products. She formerly served as
President, Colgate-Palmolive North America and Chief Technological Officer
of Colgate-Palmolive. Ms. Juliber is a member of the board of trustees of
Wellesley College and the Brookdale Foundation.
Kurt M. Landgraf.................... Since May 1999, Mr. Landgraf has been a Chief Operating Officer of DuPont.
Since September 1997, he has been an Executive Vice President of DuPont.
Mr. Landgraf is also Chairman of DuPont Europe and Chairman and CEO of
DuPont Pharmaceuticals Company. From December 1996 to October 1997, he was
Chief Financial Officer of DuPont. From 1993 to December 1996, he was
President and Chief Executive Officer of DuPont Merck Pharmaceutical
Company.
Goran Lindahl ...................... Mr. Lindahl has been a director of DuPont since July 28, 1999.
(Director)
Joseph A. Miller, Jr................ Since 1996, Mr. Miller has been Chief Science and Technology Officer of
DuPont. Since 1994, he has been a Senior Vice President of DuPont.
Stacey J. Mobley.................... Since May 1999, Mr. Mobley has been Chief Administrative Officer of DuPont.
Since May 1992, he has been a Senior Vice President of DuPont.
Gary M. Pfeiffer.................... Since October 1997, Mr. Pfeiffer has been a Senior Vice President and Chief
Financial Officer of DuPont. From April 1994 to October 1997, he was Vice
President and General Manager, DuPont Nylon-North America.
Dennis H. Reilley................... Since May 1999, Mr. Reilley has been an Executive Vice President and a
Chief Operating Officer of DuPont. From November 1997 to May 1999 he was a
Senior Vice President of DuPont. From July 1996 to November 1997, he was
Vice President and General Manager of
Lycra-Registered Trademark-/Tetrathane-Registered Trademark-. From October
1995 to July 1996, he was Vice President and General Manager of Specialty
Chemicals. From September 1991 to October 1995, he was Vice President and
General Manager of DuPont White Pigment and Mineral Products.
William K. Reilly .................. Mr. Reilly is President and Chief Executive Officer of Aqua International
(Director) Partners, L.P., which finances water supply and wastewater treatment in
developing countries. He formerly served as administrator of the United
States Environmental Protection
9
NAME BACKGROUND
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Agency, the Payne visiting professor at the Institute for International
Studies at Stanford University and President of World Wildlife Fund and The
Conservation Foundation. Mr. Reilly is a director of Conoco, Inc.,
Evergreen Holdings, Inc., and Royal Carribean International and a trustee
of The National Geographic Society, Presidio Trust and World Wildlife Fund.
He also serves on the board of Yale University Corporation and is Chairman
of American Farmland Trust and the Environmental Education and Training
Institute of North America.
Howard J. Rudge..................... Since March 1994, Mr. Rudge has been a DuPont Senior Vice President and
General Counsel.
H. Rodney Sharp, III ............... Mr. Sharp is President of the Board of Trustees of Longwood Foundation,
(Director) Inc., and a director of Wilmington Trust Corporation. He is a trustee of
St. Augustine's College (Raleigh, North Carolina) and a trustee and
director of Christina Care Corporation. Mr. Sharp also serves as treasurer
and a director of Planned Parenthood of Delaware and a director of First
Call for Help, Inc., and the YMCA of Delaware.
Charles M. Vest .................... Mr. Vest is President of the Massachusetts Institute of Technology. He is a
(Director) former provost and Vice President of Academic Affairs and dean of
Engineering of the University of Michigan. Mr. Vest is a director of
International Business Machines Corporation, a fellow of the American
Association for the Advancement of Science, and a member of the National
Academy of Engineering and the President's Committee of Advisors on Science
and Technology. He is vice chair of the Council on Competiveness.
Sanford I. Weill ................... Mr. Weill has been Chairman and co-Chief Executive Officer of Citigroup
(Director) Inc., a diversified financial services company since October 1998. He
formerly served as Chairman and Chief Executive Officer of Travelers Group.
He is a director of AT&T Corporation and Citigroup Inc., and a member of
The Business Council and The Business Roundtable. He also serves as
Chairman of the board of trustees of Carnegie Hall and Chairman of the
board of overseers of the Joan and Sanford I. Weill Medical College and
Graduate School of Medical Sciences of Cornell University.
Edgar S. Woolard, Jr. .............. Mr. Woolard served as a Chairman of the Board, Chief Executive Officer,
(Director) President and Chief Operating Officer, Vice Chairman and Executive Vice
President. He is Chairman of the Board of Conoco, Inc., a director of Apple
Computer, Inc., and Citigroup Inc. and a Member of The Business Council. He
also serves as a trustee of Protestant Episcopal Theological Seminary and
the Winterthur Museum and Gardens.
10
The business address for each of the executive officers and directors of
DuPont listed above is c/o E. I. du Pont de Nemours and Company at the address
listed above.
(e)-(f) None of Pioneer, DuPont, DAC, their executive officers, directors or controlling
persons has during the last five years (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of the proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of these
laws.
(g) Each director and executive officer of Pioneer, DuPont and DAC is a citizen of
the United States, except Luiz Kaufmann, a director of Pioneer, is a citizen of
Brazil, and Herman H.F. Wijffels, a director of Pioneer, is a citizen of The
Netherlands.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1)(2) The information set forth in the Proxy Statement under the captions "QUESTIONS
AND ANSWERS ABOUT THE MERGER" and "SPECIAL FACTORS--Background of the Merger" is
incorporated herein by reference.
(b) None
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement under the captions "MERGER
CONSIDERATION," "SPECIAL FACTORS--Background of the Merger" and "THE MERGER
AGREEMENT" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption "SUMMARY--
Interests of Members of Pioneer's Board of Directors and Management in the
Merger" and "SPECIAL FACTORS--Interests of Members of Pioneer's Board of
Directors and Management in the Merger" is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)(b),(e) The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS--Plans for Pioneer After the Merger" and "SPECIAL FACTORS-- Background
of the Merger".
(c)-(d) As a result of the transactions described herein, the current board of directors
of Pioneer will be replaced by designees of DuPont and Pioneer will cease
issuing dividends to Pioneer shareholders effective as of the closing of the
merger.
(f) The registration under section 12(g)(4) of the Exchange Act of 1934 of the
shares of Pioneer common stock, par value $1.00, will be terminated upon
completion of the merger because Pioneer will become a wholly owned subsidiary
of DuPont. In addition, the shares of Pioneer common stock that are currently
listed on the New York Stock Exchange will be delisted immediately following the
merger.
(g) DuPont is currently reviewing the terms of Pioneer's 5 3/4% Senior Notes due
January 15, 2009 with respect to financial reporting obligations after the
effective time of the merger. Pioneer provides reports to holders of these
Senior Notes pursuant to agreements relating to the Senior Notes.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement under the caption "MERGER
FINANCING" is incorporated herein by reference.
11
(b) The information set forth in the Proxy Statement under the caption "MERGER
FINANCING" is incorporated herein by reference.
(c)(d) The information set forth in the Proxy Statement under the caption "MERGER
FINANCING" is incorporated herein by reference. No arrangements with respect to
the financing or repayment of any debt financing that may be incurred in
connection with the transaction have been made.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in the Proxy Statement under the captions "QUESTIONS
AND ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors," and "SPECIAL FACTORS--Background of
the Merger" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the captions "SUMMARY--
Federal Income Tax Consequences," "SPECIAL FACTORS--Certain Effects of the
Merger; New York Stock Exchange Delisting; Operations of Pioneer after the
Merger" and "SPECIAL FACTORS--U.S. Federal Income Tax Consequences" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors," "SPECIAL FACTORS--Position of DuPont
Regarding Fairness," and "SPECIAL FACTORS--Purpose and Structure for the Merger"
is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the captions "SUMMARY--
Opinion of Financial Advisor for Pioneer," "SPECIAL FACTORS--Reasons for the
Merger; Recommendation of the Board of Directors," "SPECIAL FACTORS--Position of
DuPont Regarding Fairness," "SPECIAL FACTORS--Opinion of Financial Advisor for
Pioneer," and "SPECIAL FACTORS--Opinions of Financial Advisors for DuPont" is
incorporated herein by reference.
(c) The transaction is structured to require approval of the holders of shares of
Pioneer common stock representing a majority of the outstanding votes of the
shareholders. It is not structured to require approval from the unaffiliated
security holders.
(d) The outside directors did not retain an unaffiliated representative to act on
the behalf of the unaffiliated security holders.
(e) The information set forth in the Proxy Statement under the captions "SPECIAL
FACTORS--Background of the Merger" and "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors" is incorporated herein by reference.
(f) Not applicable.
12
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(b) The DuPont board of directors received opinions from its financial advisors,
Credit Suisse First Boston Corporation and Salomon Smith Barney Inc., two
leading investment banking firms. In addition, such firms provided written
presentations to the DuPont board of directors relating to their respective
opinions. The Pioneer board of directors received an opinion from its financial
advisors, Lazard Freres, a leading investment banking firm. In addition, Lazard
Freres provided a written presentation to the Pioneer board of directors
relating to its opinion. The information set forth in the Proxy Statement under
the captions "SUMMARY--Opinion of Financial Advisor for Pioneer," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Opinion of Financial
Advisor for Pioneer," and "SPECIAL FACTORS--Opinions of Financial Advisors for
DuPont" is incorporated herein by reference.
(c) The Lazard Freres Opinion, dated March 14, 1999, and written presentation
materials are available for inspection and copying at the offices of Pioneer at
400 Locust Street, 800 Capital Square, Des Moines, Iowa 50309 during regular
business hours by any interested Pioneer Shareholder or his representative who
has been so designated in writing. The Salomon Smith Barney Inc. Opinion dated
March 15, 1999 and written presentation materials and the Credit Suisse First
Boston Corporation Opinion dated March 15, 1999 and written presentation
materials are available for inspection and copying at the offices of DuPont at
1007 Market Street, Wilmington DE 19898, during regular business hours and by
any interested Pioneer shareholder or by his representative who has been so
designated in writing. The information set forth in the Proxy Statement under
the caption "SPECIAL FACTORS--Opinions of Financial Advisors to DuPont" is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS--Interests of Members of Pioneer's Board of Directors and Management in
the Merger" is incorporated herein by reference. Dupont currently owns
49,333,758 shares of Pioneer common stock representing approximately 20% of the
equity of Pioneer. Charles O. Holliday, Jr., Chairman of the DuPont Board and
President and Chief Executive Officer of DuPont, beneficially owns 300 shares of
Pioneer common stock.
(b) Set forth below is a list of transactions in the class of equity securities of
Pioneer effected by officers and directors of Pioneer during the past 60 days.
Each of these transactions is a purchase of Pioneer common stock, either through
Pioneer's dividend reinvestment plan or through Pioneer's 401(k) plan, as
indicated below.
OFFICER STOCK PURCHASES 6/15/99 THROUGH 8/15/99
NO. OF
NAME DATE SHARES PRICE/SHARE TRANSACTION TYPE
- ------------------------------------------------------ ----------- ------------ ----------- -----------------
Beck, Wayne L......................................... 7/14/1988 37.6690 $ 38.94 DRP
7/14/1999 80.8820 $ 38.94 DRP
Total............................................. 118.5510
Cavanah, Jack......................................... 7/14/1999 215.0530 $ 38.94 DRP
7/14/1999 66.4390 $ 38.94 DRP
7/14/1999 100.2660 $ 38.94 DRP(Indirect)
Total............................................. 381.7580
13
NO. OF
NAME DATE SHARES PRICE/SHARE TRANSACTION TYPE
- ------------------------------------------------------ ----------- ------------ ----------- -----------------
Chicoine, G.L. (Jerry)................................ 6/30/1999 0.2400 $ 38.94 DRP-401k
7/9/1999 23.4757 $ 38.94 DRP
Total............................................. 23.7157
Hanigan, Thomas M..................................... 7/12/1999 13.7100 $ 38.88 DRP
7/14/1999 64.7050 $ 38.94 DRP
7/14/1999 58.3720 $ 38.94 DRP
Total............................................. 136.7870
Hart, Brian G......................................... 7/14/1999 0.4140 $ 38.94 DRP
7/14/1999 68.7020 $ 38.94 DRP
Total............................................. 69.1160
Houser, James R....................................... 7/14/1999 8.0680 $ 38.94 DRP
7/14/1999 66.1310 $ 38.94 DRP
Total............................................. 74.1990
Miller, Dr. James E................................... 7/9/1999 0.7440 $ 38.94 DRP
7/9/1999 2.5682 $ 38.94 ESPP
7/14/1999 10.4960 $ 38.94 DRP
7/14/1999 58.2410 $ 38.94 DRP
Total............................................. 72.0492
Schickler, Paul E..................................... 6/30/1999 11.2360 $ 38.94 401k
6/30/1999 0.1480 $ 38.94 DRP-401k
7/14/1999 65.183 $ 38.94 DRP
7/14/1999 8.5230 $ 38.94 DRP
7/14/1999 0.8020 $ 38.94 DRP(indirect)
Total............................................. 85.892
Shearer, Leon R. 6/30/1999 1.9070 $ 38.94 DRP-401k
Total............................................. 1.9070
TOTAL......................................... 963.9749
No sales by Officers
DIRECTOR STOCK PURCHASES 6/15/99 THROUGH 8/15/99
NO. OF
NAME DATE SHARES PRICE/SHARE TRANSACTION TYPE
- ------------------------------------------------------ ----------- ------------ ----------- -----------------
Bekavac, Nancy Y...................................... 7/9/1999 7.7690 $ 38.94 DRP
Total............................................. 7.7690
Brenton, C. Robert.................................... 7/14/1999 2.1460 $ 38.94 DRP
7/14/1999 0.8320 $ 38.94 DRP
Total............................................. 2.9780
Hubbell, Fred S....................................... 7/9/1999 16.1302 $ 38.94 DRP
7/14/1999 3.3490 $ 38.94 DRP
7/14/1999 0.8160 $ 38.94 DRP
Total............................................. 20.2952
Kaufmann, Luis........................................ 7/9/1999 1.5995 $ 38.94 DRP
7/14/1999 8.4340 $ 38.94 DRP
7/14/1999 3.4050 $ 38.94 DRP
Total............................................. 13.4385
14
NO. OF
NAME DATE SHARES PRICE/SHARE TRANSACTION TYPE
- ------------------------------------------------------ ----------- ------------ ----------- -----------------
McFarlan, F. Warren................................... 7/14/1999 0.7670 $ 38.94 DRP
7/14/1999 3.3490 $ 38.94 DRP
Total............................................. 4.1160
Walbot, Virginia...................................... 7/9/1999 5.1919 $ 38.94 DRP
7/14/1999 4.1740 $ 38.94 DRP
7/14/1999 1.7900 $ 38.94 DRP
Total............................................. 11.1559
Wijffels, Herman...................................... 7/9/1999 2.6516 $ 38.94 DRP
7/14/1999 4.0800 $ 38.94 DRP
7/14/1999 3.2810 $ 38.94 DRP
Total............................................. 10.2126
TOTAL......................................... 69.7652
No sales by Directors during period
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
The information set forth in the Proxy Statement under the captions "THE MERGER
AGREEMENT" and "SPECIAL FACTORS--Background of the Merger" is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) The information set forth in the Proxy Statement under the captions
"SUMMARY--Votes Required; Record Date for Voting" and "SPECIAL FACTORS--Interest
of Members of Pioneer Board of Directors and Management in the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS--Reasons for the Merger; Recommendation of the Board of Directors" is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the Proxy Statement under the captions "COMPARATIVE
RIGHTS OF SHAREHOLDERS--Appraisal Rights of Dissenting Shareholders" and
Appendix F is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in Pioneer's Annual Report on Form 10-K, as amended,
for the fiscal year ended August 31, 1998 and in Pioneer's Quarterly Report on
Form 10-Q dated as of June 30, 1999 is incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) None.
15
(b) The information set forth in the Proxy Statement under the caption "THE SPECIAL
MEETING--Solicitation of Proxies" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION
The entirety of the Proxy Statement is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) None.
(b) Opinion of Lazard Freres & Co., LLC (incorporated herein by reference to
Appendix B to the Proxy Statement).*
Opinion of Credit Suisse First Boston Corporation (incorporated by reference to
Appendix C to the Proxy Statement).*
Opinion of Salomon Smith Barney Inc. (incorporated by reference to Appendix D to
the Proxy Statement).*
Written Board Presentation Materials prepared by Lazard Freres & Co., LLC.*
Written Board Presentation Materials prepared by Credit Suisse First Boston
Corporation.*
Written Board Presentation Materials prepared by Salomon Smith Barney Inc.*
(c) Agreement and Plan of Merger, dated as of March 15, 1999, by and among Pioneer,
DuPont and DAC (incorporated herein by reference to Appendix A to the Proxy
Statement).
Letter Agreement, dated as of August 16, 1999, by and among Pioneer, DuPont and
DAC effecting amendments to the Agreement and Plan of Merger (incorporated
herein by reference to Appendix A to the Proxy Statement).
(d) Preliminary Copy of Letter to Shareholders.*
Preliminary Copy of Notice of Special Meeting.*
Preliminary Proxy Statement (filed by Pioneer, DuPont and DAC on July 2, 1999).*
Amended Copy of Letter to Shareholders.*
Amended Copy of Notice of Special Meeting.*
Amendment No. 1 to Preliminary Proxy Statement (filed by Pioneer, DuPont and DAC
on August 17, 1999).*
Amended Copy of Letter to Shareholders.
Amended Copy of Notice of Special Meeting.
Amendment No. 2 to Proxy Statement.
(e) The appraisal rights of dissenting shareholders under Iowa law (incorporated
herein by reference to Appendix F to the Proxy Statement.)
(f) Not applicable.
- ------------------------
*Previously filed.
16
SIGNATURES
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.
PIONEER HI-BRED INTERNATIONAL, INC.
By: /s/ Brian Hart
Name: Brian Hart
Title: Chief Financial Officer
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Gary Pfeiffer
Name: Gary Pfeiffer
Title: Chief Financial Officer
DELTA ACQUISITION SUB, INC.
By: /s/ Gary Pfeiffer
Name: Gary Pfeiffer
Title: President
August 30, 1999
17
EXHIBIT INDEX
99.17(b)(1) Opinion of Lazard Freres & Co., LLC (included as Appendix B to the preliminary Proxy Statement,
which is filed herewith as Exhibit 99.17(d)(3)).*
(2) Opinion of Credit Suisse First Boston Corporation (included as Appendix C to the preliminary Proxy
Statement, which is filed herewith as Exhibit 99.17(d)(3)).*
(3) Opinion of Salomon Smith Barney Inc. (included as Appendix D to the preliminary Proxy Statement,
which is filed herewith as Exhibit 99.17(d)(3)).*
(4) Written Board Presentation Materials prepared by Lazard Freres & Co., LLC.*
(5) Written Board Presentation Materials prepared by Credit Suisse First Boston Corporation.*
(6) Written Board Presentation Materials prepared by Salomon Smith Barney.*
99.17(c)(1) Agreement and Plan of Merger, dated as of March 15, 1999, by and among Pioneer, DuPont and DAC
(included as Appendix A to the Preliminary Proxy Statement, which is filed herewith as Exhibit
99.17(d)(3)).
(2) Letter Agreement, dated as of August 16, 1999, by and among Pioneer, DuPont and DAC effecting
amendments to the Agreement and Plan of Merger (incorporated herein by reference to Appendix A to
the Amendment No. 1 to the Preliminary Proxy Statement, which is filed herewith as Exhibit
99.17(d)(6)).
99.17(d)(1) Preliminary Copy of Letter to Shareholders.*
99.17(d)(2) Preliminary Copy of Notice of Special Meeting.*
99.17(d)(3) Preliminary Proxy Statement.*
99.17(d)(4) Amended Copy of Letter to Shareholders.*
99.17(d)(5) Amended Copy of Notice of Special Meeting.*
99.17(d)(6) Amendment No. 1 to the Preliminary Proxy Statement.*
99.17(d)(7) Amended Copy of Letter to Shareholders.
99.17(d)(8) Amended Copy of Notice of Special Meeting.
99.17(d)(9) Amendment No. 2 to the Proxy Statement.
99.17(e) Appraisal Rights of dissenting shareholders under Iowa law (included as Appendix F to the
preliminary Proxy Statement, which is filed herewith as Exhibit 99.17(d)(9)).
- ------------------------
* Previously filed.