UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 11, 2005
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MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-16167 43-1878297
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(Commission File Number) (IRS Employer Identification No.)
800 North Lindbergh Boulevard, St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
(314) 694-1000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On March 11, 2005, Monsanto Company ("the Company") entered into a $1 billion
364-day revolving credit agreement (the "Revolving Credit Agreement") with
certain lender parties thereto, JPMorgan Chase Bank, N.A., as administrative
agent, Citibank, N.A., as syndication agent, ABN AMRO Bank N.V., The Bank of
Tokyo-Mistubishi, Ltd., Chicago Branch and Bank of America, N.A., as
co-documentation agents, and J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., as joint lead arrangers and joint bookrunners.
Under the terms of the Revolving Credit Agreement, the Company may obtain and
utilize from time to time up to $1 billion in revolving credit loans for general
corporate purposes. Borrowings under the Revolving Credit Agreement bear
interest at one of two rates as described in the Revolving Credit Agreement.
There is a facility fee payable to each lender, which shall accrue at an
applicable percentage per annum as described in the Revolving Credit Agreement.
There is also a utilization fee. The Revolving Credit Agreement contains
affirmative, negative and financial covenants customary for such financings,
including, among other things, limits on the incurrence of debt, the incurrence
of liens, and mergers and consolidations. The Revolving Credit Agreement also
contains customary representations and warranties. Breaches of the covenants,
representations or warranties may be grounds for termination. Other events of
default include the Company's failure to pay certain debt, the acceleration of
certain debt, certain insolvency, bankruptcy or ERISA events, unpaid judgments
over a specified amount, or a change in control as specified in the Revolving
Credit Agreement. The covenants, representations, warranties and other events of
default are identical to those in the Company's existing $1 billon five-year
revolving credit agreement, dated as of June 4, 2004. The Revolving Credit
Agreement expires on March 10, 2006.
A copy of the Revolving Credit Agreement is filed as Exhibit 10.15 hereto and is
incorporated by reference herein. The description of the Revolving Credit
Agreement above is qualified in its entirety by reference to the full text of
the Revolving Credit Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this is hereby incorporated into this
Item 2.03.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed as part of this report:
Exhibit 10.15 364-day Credit Agreement dated as of March 11, 2005.
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SIGNATURES
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.
MONSANTO COMPANY
Date: March 17, 2005 By:/s/ Sonya M. Davis
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Name: Sonya M. Davis
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Document
10.15 364-day Credit Agreement dated as of March 11, 2005
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