EXHIBIT 99.9
PORTION OF PHARMACIA CORPORATION'S PROXY STATEMENT ON
SCHEDULE 14A FILED ON MARCH 25, 2002.
SECURITY OWNERSHIP OF MANAGEMENT
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(a) Includes 6,980 shares representing deferred compensation payable in stock
which are held in trust with respect to which Dr. Ando has sole voting
power.
(b) Includes the following number of shares or share equivalents credited under
the P&U Employee Savings Plan and Pharmacia Savings Plus Plan with respect
to which the individual has sole voting power: Dr. Ando, 4,406; Ms. Cox,
2,147; Mr. Hassan, 5,243; Mr. Parfet, 8,735; and Mr. Rothwell, 2,432.
(c) Includes the following number of shares representing deferred directors'
fees payable in stock which are held in trust with respect to which the
individual has shared voting power: Mr. Carlucci, 34,815; Ms. Eickhoff,
5,643; Ms. King, 4,467; Mr. Parfet, 317; and Mr. Ruckelshaus, 7,204.
(d) Includes 4,400 shares held by Mr. Hassan's wife.
(e) Includes 3,713 shares held under the Company's Savings and Investment Plan
("SIP") with respect to which Dr. Needleman has sole voting power.
(f) Includes 75,418 options granted to Dr. Needleman under former Monsanto's
1999 Premium Option Purchase Program having an exercise price of $75 per
share. The shares of Pharmacia Common Stock underlying these options
cannot be voted.
(g) Includes 864,401 shares held in trust over which Mr. Parfet shares voting
and/or dispositive power.
(h) Mr. Peters purchased new Monsanto shares on the open market because he was
not eligible to participate in new Monsanto's offer to Pharmacia directors
to purchase up to 10,000 shares at the IPO price.
(i) Pharmacia owns 220,000,000 shares of new Monsanto, representing
approximately 85.2% of the shares outstanding of new Monsanto and
exercises sole voting and investment power over the shares of common stock
of new Monsanto held by it. Messrs. Kantor, Parfet, McMillan and Ms. King
are directors of new Monsanto. These individuals disclaim beneficial
ownership of the shares of common stock beneficially owned by Pharmacia.
(j) The SEC deems a person to have beneficial ownership of all shares which
that person has the right to acquire within 60 days, including through the
exercise of stock options.
(1) The percentage of shares of outstanding Common Stock of the Company,
including shares underlying options exercisable within 60 days,
beneficially owned by all directors and executive officers as a group does
not exceed 1%. The percentage of such shares beneficially owned by any
director, nominee or executive officer does not exceed 1%.
(2) Includes the following shares underlying options which are exercisable
within 60 days: Mr. Kantor, 5,000; Ms. King, 5,000; Mr. McMillan, 5,000;
and Mr. Parfet, 5,000. The percentage of shares of outstanding new Monsanto
Common Stock, beneficially owned by all directors and executive officers as
a group, does not exceed 1%. The percentage of such shares beneficially
owned by any director, nominee or executive officer does not exceed 1%.
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FRED HASSAN
Principal Occupation: Chairman of the Board and Chief Executive Officer of
Pharmacia
First Became Director of P&U in 1997
Age: 56
Chairman of the Board and Chief Executive Officer since February 21, 2001;
President and Chief Executive Officer, Pharmacia since the Merger; President and
Chief Executive Officer of P&U from May 1997 until the Merger; and Executive
Vice President and a member of the Board of Directors of American Home Products
Corporation, from 1995 to 1997. Director: Avon Products, Inc.; and CIGNA
Corporation.
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