Registration of a Class of Securities — Form 8-A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-A12B Form 8-A 5 20K
2: EX-4 Form of Junior Subordinated 13 49K
3: EX-5 Form of Normal Adjustable 13 33K
4: EX-6 Form of Stripped Adjustable 5 22K
5: EX-8 Form of Master Unit Agreement 62 230K
6: EX-9 Form of Call Option Agreement 8 19K
7: EX-10 Form of Pledge Agreement 16 51K
EX-6 — Form of Stripped Adjustable
| EX-6 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 6
Form of Stripped Unit Certificate
MONSANTO COMPANY
.% Adjustable Conversion-rate Equity Security Units
(Stated Amount $. per Unit)
CUSIP No.
No. _____ _____ Stripped Units
This Unit Certificate certifies that Cede & Co. is the registered Holder of
the number of Stripped Units set forth above. Each Stripped Unit represents the
right to purchase Common Stock under a Purchase Contract with Monsanto Company,
a Delaware corporation (the "Company"), together with ownership of the Treasury
Securities pledged to secure the obligations referred to in (a) below, subject
to (a) the obligations owed to the Company under such Purchase Contract and (b)
the pledge arrangements securing the foregoing obligations.
Each Purchase Contract evidenced hereby is governed by a Master Unit
Agreement, dated as of November ., 1998 (the "Master Unit Agreement"), between
the Company and First National Bank of Chicago, as unit agent (herein called the
"Unit Agent"). All terms used herein which are not defined herein and which are
defined in the Master Unit Agreement have the meanings set forth therein. The
Pledge evidenced hereby is governed by the Pledge Agreement. Reference is hereby
made to the Master Unit Agreement and the Pledge Agreement, and any supplemental
agreements thereto, for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Unit Agent, the
Company, the Collateral Agent and the Holders. The summary contained herein is
qualified in its entirety by the provisions of the Principal Agreements, and the
Principal Agreements shall govern the rights of the parties to the extent that
there is any conflict between such summary and such provisions.
Each Purchase Contract evidenced hereby obligates the Holder of this Unit
Certificate to purchase, and the Company to sell, on November ___, 2001 (the
"Stock Purchase Date"), at a price equal to $. (the "Stated Amount"), a number
of shares of Common Stock, no par value per share, having such terms as set
forth in the Company's certificate of incorporation, as amended from time to
time ("Common Stock"), of the Company equal to the Settlement Rate, unless on or
prior to the Stock Purchase Date there shall have occurred a Termination Event.
The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
in the Master Unit Agreement) is greater than or equal to $. (the "Threshold
Appreciation Price"), . of a share of Common Stock per Purchase Contract, (b) if
the Applicable Market Value is less than the Threshold Appreciation Price but is
greater than the Stated Amount, a fractional share of Common Stock per Purchase
Contract equal to the Stated Amount divided by the Applicable Market Value
(rounded to the nearest 1/10,000th
of a share or, if there is no nearest 1/10,000th of a share, rounded downward to
the nearest 1/10,000th of a share) and (c) if the Applicable Market Amount is
less than or equal to the Stated Amount, one share of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the Master Unit
Agreement. No fractional shares of Common Stock will be issued upon settlement
of Purchase Contracts, but instead of any fractional interest the Company shall
make a cash payment as provided in the Master Unit Agreement. The purchase price
for the shares of Common Stock to be purchased pursuant to each Purchase
Contract evidenced hereby, if not paid by 10:00 a.m., New York City time, on the
Stock Purchase Date, shall be paid by application of payments received by the
Company on the Stock Purchase Date from the Collateral Agent pursuant to the
Pledge Agreement in respect of the Pledged Securities pledged to secure such
Holder's obligations under such Purchase Contract.
The Purchase Contracts and the obligations and rights of the Company and
the Holders thereunder, including, without limitation, the rights and
obligations to receive and pay accrued or deferred Contract Fees, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Unit Agent or the Company, if, on or prior to the
Stock Purchase Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Pledged Securities from the Pledge. The Stripped Units shall thereafter
represent the right to receive the Pledged Securities forming a part of such
Stripped Units in accordance with the provisions of the Master Unit Agreement
and the Pledge Agreement.
The Company shall pay, on each January 15, April 15, July 15 and
October 15, commencing January 15, 1999 (each, a "Quarterly Payment Date"), in
respect of each Purchase Contract evidenced hereby, a fee (the "Contract Fee")
accruing on the Stated Amount of such Unit from and including the date of first
issuance of any Units at a rate per annum equal to .% (the "Contract Fee Rate")
(computed on the basis of a 360-day year of twelve 30-day months and subject to
deferral as described in the Master Unit Agreement), plus any additional fees
accrued thereon pursuant to Section 503 of the Master Unit Agreement. The
Company's obligations with respect to Contract Fees shall be, to the extent
provided in the Master Unit Agreement, subordinated and subject in right of
payment to all Senior Indebtedness.
Payments due to the Holder in respect of the Stripped Units evidenced
hereby will be payable to the Person in whose name this Unit Certificate (or a
Predecessor Unit Certificate) is registered at the close of business on the
Record Date next preceding the relevant payment date.
The transfer of any Unit Certificate will be registered and Unit
Certificates may be exchanged as provided in the Master Unit Agreement. The Unit
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Master Unit Agreement. No
service charge shall be required for any such registration of transfer or
exchange, but the Company and the Unit Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. For so long as the Purchase Contract underlying a Stripped Unit
remains in effect, such Stripped Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Stripped
Unit in respect of the Pledged Securities and Purchase Contract constituting
such Stripped Unit may be transferred and exchanged only as an integrated
Stripped Unit.
Upon registration of transfer of this Unit Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee) by the terms of the Purchase Contracts evidenced hereby and by the
Pledge Agreement, and the transferor shall be released from such obligations.
The Company covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this paragraph.
The Holder of this Unit Certificate, by his acceptance hereof, irrevocably
authorizes the Unit Agent to enter into and perform the related Purchase
Contracts evidenced hereby on his behalf as his attorney-in-fact, agrees to be
bound by the terms and provisions thereof, covenants and agrees to perform his
obligations under such Purchase Contracts, consents to the provisions of the
Principal Agreements, irrevocably authorizes the Unit Agent to enter into and
perform the Pledge Agreement on his behalf as his attorney-in-fact, and consents
to and agrees to be bound by the Pledge of the Pledged Securities evidenced
hereby pursuant to the Pledge Agreement.
Subject to certain exceptions, the provisions of the Principal Agreements
may be amended with the consent of the Holders of at least a majority of the
Outstanding Units or, if the amendment affects only the Holders of the Normal
Units or only the Holders of the Stripped Units, at least a majority of the
Outstanding Units comprising Normal Units or Stripped Units, as the case may be.
THE PURCHASE CONTRACTS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
The Company, the Unit Agent and any agent of the Company or the Unit Agent
may treat the Person in whose name this Unit Certificate is registered as the
owner of the Stripped Units evidenced hereby for the purpose of receiving
payments of distributions or interest on the Pledged Securities, receiving the
rights and performing the obligations under the Purchase Contracts and for all
other purposes whatsoever, whether or not any payments in respect thereof be
overdue and not withstanding any notice to the contrary, and neither the
Company, the Unit Agent nor any such agent shall be affected by notice to the
contrary.
THE PURCHASE CONTRACTS SHALL NOT, PRIOR TO THE SETTLEMENT THEREOF, ENTITLE
THE HOLDER TO ANY OF THE RIGHTS OF A HOLDER OF SHARES OF COMMON STOCK.
Copies of the Principal Agreements are available for inspection at the
offices of the Unit Agent.
Unless the certificate of authentication hereon has been executed by the
Unit Agent by manual signature, this Unit Certificate shall not be entitled to
any benefit under the Principal Agreements or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company and the Holder hereby agree to their
respective obligations under the Purchase Contracts evidenced by this
instrument, and the Holder hereby acknowledges that the Pledged Securities
evidenced by this instrument are subject to the Pledge under the Pledge
Agreement.
MONSANTO COMPANY
By:
---------------------------------
Attest:
----------------------
HOLDER SPECIFIED ABOVE
By: First National Bank of Chicago,
as Attorney-in-Fact of such Holder
By:
---------------------------------
Dated:
Unit Agent's Certificate of Authentication
This is one of the Unit Certificates referred to in the within mentioned
Master Unit Agreement.
First National Bank of Chicago,
as Unit Agent
By:
--------------------------
Settlement Instructions
The undersigned Holder directs that a certificate for shares of Common
Stock deliverable upon settlement on or after the Stock Purchase Date of the
Purchase Contracts underlying the number of Stripped Units evidenced by this
Unit Certificate be registered in the name of, and delivered, together with a
check in payment for any fractional share, to the undersigned at the address
indicated below unless a different name and address have been indicated below.
If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.
Dated:
--------------------------------- ------------------------------------
Signature*
If shares are to be registered in the REGISTERED HOLDER
name of and delivered to a Person
other than the Holder, please print Please print name and address of
such Person's name and address: Registered Holder:
---------------------------------------- ------------------------------------
Name Name
Address Address
Social Security or other Taxpayer
Identification Number, if any
* Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if Common Stock is to be delivered other than to, and in
the name of, the registered Holder.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘8-A12B’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/15/99 | | 2 |
| | 11/19/98 | | | | | | | S-4 POS |
| Filed on: | | 11/18/98 |
| List all Filings |
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