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): July 18, 2002
PHARMACIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-2516 43-0420020
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Route 206 North, Peapack, New Jersey 07977
(Address of Principal Executive Office) (Zip Code)
908-901-8000
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
(a) On July 18, 2002, Pharmacia Corporation (NYSE: PHA) ("Pharmacia")
announced that its Board of Directors declared a special stock dividend of all
remaining shares held by Pharmacia in its agricultural subsidiary, Monsanto
Company (NYSE: MON) ("Monsanto"). As of July 18, Pharmacia was the beneficial
owner of approximately 84% of the outstanding common stock of Monsanto. The
dividend will be distributed on August 13, 2002 to Pharmacia shareholders of
record at the close of business on July 29, 2002. A copy of the press release
dated July 18, 2002 is attached to this Form 8-K, incorporated herein by
reference and filed herewith under Item 7 as Exhibit 99.1.
(b) On July 29, 2002, Pharmacia announced that it had finalized the
ratio for the distribution of all remaining shares held by Pharmacia in
Monsanto. Pharmacia shareholders will be entitled to receive 0.170593 shares of
Monsanto common stock for each share of Pharmacia common stock for which they
are the holder of record at the close of business on July 29, 2002. The
distribution of the Monsanto shares will occur on August 13, 2002. A copy of the
press release dated July 30, 2002 is attached to this Form 8-K, incorporated
herein by reference and filed herewith under Item 7 as Exhibit 99.2.
(c) On or about August 1, 2002, Pharmacia mailed an Information
Statement to its shareholders of record at the close of business on July 29,
2002 describing the dividend distribution. A copy of the Information Statement
is attached to this Form 8-K, incorporated herein by reference and filed
herewith under Item 7 as Exhibit 99.3.
-2-
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release dated July 18, 2002 (filed herewith).
99.2 Press Release dated July 30, 2002 (filed herewith).
99.3 Information Statement dated August 1, 2002 (filed herewith).
-3-
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.
PHARMACIA CORPORATION
Date: August 1, 2002 By: /s/ Don W. Schmitz
----------------------------------
Don W. Schmitz
Vice President and Secretary
-4-
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release dated July 18, 2002 (filed herewith).
99.2 Press Release dated July 30, 2002 (filed herewith).
99.3 Information Statement dated August 1, 2002 (filed herewith).
-5-