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
SECURTIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 15, 2002
MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
ITEM 5. OTHER EVENTS
Solutia Inc. ("Solutia") is defending itself and Pharmacia Corporation
("Pharmacia") in a property damage suit in connection with Commonwealth of
Pennsylvania, Department of General Services, et al. v. United States Mineral
Products, et al., currently pending in state court in Pennsylvania. The trial
court entered judgment on October 17, 2002, in the amount of $59.5 million and
Solutia is appealing as a matter of right to the Pennsylvania Supreme Court.
Under Pennsylvania law, an appeal bond in the amount of 120% of the judgment, or
$71.4 million in this case, is required to be posted in order to stay execution
of the judgment pending appeal of the judgment.
Monsanto Company ("Monsanto"), Pharmacia and Solutia entered into a
Protocol Agreement dated November 15, 2002, setting forth certain agreements
relating to the Pennsylvania action (the "Agreement"). The Agreement sets forth
the understandings of the parties concerning the posting of the appeal bond and
other matters. A copy of the agreement is filed as Exhibit 99.1 to this Report.
On November 15, 2002, pursuant to the Agreement, Monsanto posted the
required appeal bond and Solutia delivered to Monsanto a letter of credit for
the benefit of Monsanto in the amount of $20 million in order to secure a
portion of Monsanto's obligations in connection with the appeal bond. In order
to obtain the appeal bond the issuing surety required Monsanto to collateralize
a portion of the appeal bond. As a result, Monsanto provided $25 million in cash
collateral to the issuing surety. Monsanto intends to promptly replace this cash
collateral with a $25 million letter of credit for the benefit of the issuing
surety. The Agreement also requires Solutia to reimburse or pay directly to
Monsanto all of Monsanto's out-of-pocket expenses incurred in connection with
obtaining the appeal bond and, because Monsanto has provided the collateral
required to secure the appeal bond, the Agreement gives Monsanto control of all
decisions regarding settlement of this matter.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Protocol Agreement dated November 15, 2002, among Pharmacia
Corporation, Solutia Inc. and Monsanto Company
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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 hereunto duly authorized.
Dated: November 18, 2002
MONSANTO COMPANY
By: /s/ Michael L. DeCamp
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Name: Michael L. DeCamp
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Protocol Agreement dated November 15, 2002, among Pharmacia
Corporation, Solutia Inc. and Monsanto Company
4