DELTA & PINE LAND CO

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled "Odd Lots" in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. How will D&PL pay for the shares? We anticipate that we will fund the purchase of the shares tendered in the tender offer through cash on hand. See Section 9. How long do I have to tender my shares? You may tender your shares until the...

expiry = 2005-05-17...a and Pine Land Company Common Stock at a Purchase Price Not Greater Than $28.75 Nor Less Than $25.00 Per Share by Delta and Pine Land Company THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005, UNLESS THE COMPANY EXTENDS THE TENDER OFFER. Delta and Pine Land Company, a Delaware corporation (referred to herein as "we," "us," the "Company" or "D&PL"), is offering to purchase for cash up to 1,739,130 shares of its common stock, upo...

listed = True...f April 13, 2005, D&PL had 38,479,224 shares outstanding. The 1,739,130 shares that we are offering to purchase pursuant to the tender offer represent approximately 4.5% of the shares of common stock outstanding as of that date. Our common stock is listed and traded on the NYSE under the symbol "DLP". See Section 8. On April 15, 2005, the last trading day prior to the printing of this offer to purchase, the reported closing price of our common stock on the NYSE was $25.68. We urge stockholders to obtain current market quotations for our common stock. THE TENDER OFFER 1. Number of Shares; Proration. General. Upo...

must_tender_all = True...uch greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares: - first, from all holders of "odd lots" (holders of less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; - second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and - thir...

price = USD 25.0-28.75...current market quotations for the common stock. 29 9. Source and Amount of Funds. Assuming that 1,739,130 shares of our common stock are purchased in the tender offer, at a price between $25.00 and $28.75 per share, the aggregate purchase price will be between approximately $43.5 million and $50.0 million. We anticipate that we will fund the purchase of the shares tendered in the offer through cash on hand. 10. Certain Information...

threshold = 100...by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied. See Sections 5 and 6. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled "Odd Lots" in the letter of transmittal, we will purchase...

txn_type = TENDER_OFFEREX-99 2 dplto042005exa1a.txt OFFER TO PURCHASE Exhibit (a)(1)(A) Offer to Purchase for Cash Up to 1,739,130 Shares of Delta and Pine Land Company Common Stock at a Purchase Price Not Greater Than $28.75 Nor Less Than $25.00 Per Share by Delta and Pine Land Company THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, M...