UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
COMMISSION FILE NUMBER 000-21788
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A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN
("DELTA AND PINE LAND COMPANY SAVINGS PLAN")
B. Name of issuer of securities held pursuant to the plan and the address of
principal executive office:
DELTA AND PINE LAND COMPANY
ONE COTTON ROW
SCOTT, MISSISSIPPI 38772
Delta and Pine Land Company Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004, and for the year ended December 31, 2005
Contents
Audited Financial Statements
Report of Independent Registered Public Accounting Firm.......................2
Statements of Net Assets Available for Benefits...............................3
Statement of Changes in Net Assets Available for Benefits.....................4
Notes to Financial Statements... .............................................5
Supplemental Schedule
Schedule of Assets (Held at End of Year).....................................10
Note: Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 not included herein are deemed not applicable to Delta and Pine Land
Company Savings Plan.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Participants and
Plan Administrators of the
Delta and Pine Land Company Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Delta and Pine Land Company Savings Plan (the "Plan") as of December 31,
2005 and 2004, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2005. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Delta and
Pine Land Company Savings Plan as of December 31, 2005 and 2004, and the changes
in net assets available for benefits for the year ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year as of December 31, 2005 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Horne LLP
Jackson, Mississippi
June 9, 2006
Delta and Pine Land Company Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
2005 2004
--------------------------------------------------------------------- --------------------- --- ----------------------
ASSETS
Investments
Participant directed
Pooled separate accounts $ 7,212,345 $ 6,177,474
Employer securities 1,578,992 1,939,226
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Total investments 8,791,337 8,116,700
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Receivables
Income Receivable 2,042 1,876
Pending Trade Receivable 9,415 -
Participants' contributions 26,747 26,165
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Total receivables 38,204 28,041
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Liabilities
Excess contributions payable (38,999) (40,770)
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Net assets available for benefits $ 8,790,542 $ 8,103,971
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See accompanying notes.
4
Delta and Pine Land Company Savings Plan
Statement of Changes in Net Assets
Available for Benefits
December 31, 2005
2005
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Additions to net assets attributed to:
Investment income
Net appreciation in fair value of investments $ 177,713
Interest and dividends 78,170
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Total investment income 255,883
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Contributions
Employee 850,175
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Total additions 1,106,058
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Deductions from net assets attributed to:
Benefits paid to participants (419,487)
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Net increase 686,571
Net assets available for plan benefits
Beginning of year 8,103,971
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End of year $ 8,790,542
====================
See accompanying notes.
Delta and Pine Land Company Savings Plan
December 31, 2005 and 2004 and
Year Ended December 31, 2005
NOTES TO FINANCIAL STATEMENTS
Note 1. Description of the Plan
The following description of the Delta and Pine Land Company Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by Delta and Pine Land
Company (the "Company") effective April 1, 1994, under the provisions of Section
401(a) of the Internal Revenue Code (IRC), which includes a qualified cash or
deferred arrangement as described in Section 401(k) of the IRC, for the benefit
of eligible employees of the Company. All employees of the Company who have
completed one year of eligible service and who are age 21 or older are eligible
to participate, unless they are in an excluded class. Leased employees are an
excluded class. A year of eligible service is defined as a 12-month period in
which an employee completes at least 1,000 hours of service, adjusted for the
employee's initial year of service. Participants may enter the Plan on the first
entry date, either January 1 or July 1, on or after the date they meet the
eligibility requirements. All administrative expenses of the Plan are paid by
the Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Contributions
The Company, at its option, may elect to make matching contributions to the
Plan. Matching contributions, if made, are allocated to participants based on
their pre-tax contribution. In no case are the matching contributions to exceed
6% of any participant's eligible compensation as defined. Participants are
allowed to make pre-tax contributions of up to 80% of their eligible
compensation, not to exceed $14,000 and $13,000 in 2005 and 2004, respectively.
The Company made no matching contributions in 2005 or 2004.
At December 31, 2005 and 2004, certain participants had excess contributions
totaling $38,999 and $40,770, respectively, which are reflected on the
statements of net assets available for benefits as excess contributions payable.
These amounts were refunded to participants subsequent to December 31, 2005 and
2004, respectively.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocation of: (a) Company contributions, if any, and (b) Plan earnings, gains
or losses. Investment earnings or losses are allocated by fund based on the
performance of the fund. A particular fund's gains or losses are equal to the
change in the share value multiplied by the number of shares in each
Delta and Pine Land Company Savings Plan
December 31, 2005 and 2004 and
Year Ended December 31, 2005
participant's account. Forfeitures of unvested matching contributions, if any,
are treated as contributions and are used to reduce the employer's contribution
for the Plan year. There were no forfeitures in 2005 or 2004.
Investment Options
Participants direct contributions, including employer cash matching
contributions, if any, into any of the investment options offered by the Plan.
Participants may change their investment options at any time.
Vesting
Participants are fully vested in their contributions and the earnings or losses
thereon. Vesting in Company contributions and earnings or losses thereon is
based on the participant's years of service as follows:
Years of Service Vested Percentage
---------------- -----------------
Less than 3 0%
3 or more 100%
Payment of Benefits
Upon termination of service, a participant may elect to (a) receive a lump sum
equal to the value of their accounts, or (b) receive installments over a period
of time in amounts selected by them. Participants with vested account balances
of $5,000 or less may only receive such payment in a lump sum amount.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan at any time subject to the provisions of
ERISA. In the event of Plan termination, participants, to the extent they are
not fully vested, will become fully vested in their account balances.
Delta and Pine Land Company Savings Plan
December 31, 2005 and 2004 and
Year Ended December 31, 2005
Note 2. Summary of Significant Accounting Principles
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
All Plan investments as of December 31, 2005 and 2004 are held by Wells Fargo
Bank, the Plan trustee. Investments in pooled separate accounts are reported at
the value reported to the Plan by Wells Fargo Bank, which approximates fair
value. Investments in Delta and Pine Land Company common stock is reported at
quoted market values.
Investment security transactions are accounted for on the date the securities
are purchased or sold (trade date). Interest income is recorded as it is earned.
Dividends are recorded on the ex-dividend date.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
The Company absorbs substantially all administrative expenses of the Plan.
Delta and Pine Land Company Savings Plan
December 31, 2005 and 2004 and
Year Ended December 31, 2005
Note 3. Investments
The following table presents the fair value of the Plan's investments that
represent 5 percent or more of the Plan's net assets at December 31, 2005 and
2004.
2005 2004
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Pooled separate accounts
Wells Fargo S&P 500 Index Fund $ 1,958,124 $ 2,232,531
Wells Fargo Advantage Discovery Fund 1,376,629 -
Janus Advisor International Growth Fund 882,538 -
Wells Fargo Stable Return Fund 636,237 599,449
Dreyfus Intermediate Term Income Fund 509,012 421,732
American Balanced Fund 498,764 -
Franklin Small Cap Growth Fund - 1,246,557
Wells Fargo Large Company Growth Fund - 431,198
AIM Balanced Fund - 541,474
Employer Securities
Delta and Pine Land Company Stock $ 1,578,992 $ 1,939,226
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated $177,713 during the year
ended December 31, 2005 as follows:
Pooled separate accounts $ 459,889
Employer securities:
Delta and Pine Land Company Common Stock (282,176)
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Net appreciation in fair value of investments $ 177,713
=====================
Delta and Pine Land Company Savings Plan
December 31, 2005 and 2004 and
Year Ended December 31, 2005
Note 4. Tax Status of Plan
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the IRC, and, accordingly, the trust's
net investment income is exempt from income taxes. The Plan has obtained a
favorable tax determination letter from the Internal Revenue Service. Although
the Plan has been amended since receiving the determination letter, the Plan's
Administrator believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC.
Note 5. Related-Party Transactions
The investment in pooled separate accounts is managed by Wells Fargo Bank. Wells
Fargo Bank is the trustee of the Plan assets as defined by the Plan and,
therefore, transactions in these investments, as well as investments in employer
securities, qualify as party-in-interest transactions. Fees paid by the Company
for the investment management services amounted to $39,600 for the year ended
December 31, 2005.
Note 6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
Delta and Pine Land Company Savings Plan
Employer I.D. Number 62-1040440
Plan Number 002
Schedule H, line 4i
Schedule of Assets (Held at End of Year)
December 31, 2005
(b) Identity of Current
(a) Issuer, Borrower (c) Description (d) Value
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Pooled Separate Accounts
* Wells Fargo S&P 500 Stock Fund 37,390 shares $ 1,958,124
* Wells Fargo Advantage Discovery Fund 67,251 shares 1,376,629
Janus Advisor International Growth Fund 23,311 shares 882,538
* Wells Fargo Stable Return Fund 16,743 shares 636,237
Dreyfus Intermediate Term Income Fund 40,559 shares 509,012
American Balanced Fund 28,020 shares 498,764
* Wells Fargo Large Company Growth Fund 5,682 shares 279,779
Davis N Y Venture Fund 5,647 shares 190,320
* Wells Fargo LifePath 2020 Fund Class A 11,552 share 162,308
American Growth Fund of America 5,192 shares 159,294
Hartford Intl Cap Appr 10,142 shares 125,766
* Wells Fargo LifePath 2040 Fund Class A 7,205 shares 117,650
* Wells Fargo LifePath 2030 Fund Class A 6,763 shares 99,684
* Wells Fargo LifePath 2010 Fund Class A 5,992 shares 76,638
T Rowe Price Equity 2,848 shares 73,677
* Wells Fargo Short Term Investment Fund 65,925 shares 65,925
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Total Pooled Accounts 7,212,345
* Delta and Pine Land Company Common Stock 68,622 shares 1,578,992
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$ 8,791,337
======================
*Represents party-in-interest to the plan
See accompanying notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
of the Delta and Pine Land Company Savings Plan have duly caused this Annual
Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 28, 2006 Delta and Pine Land Company
By: /s/ Kenneth M. Avery
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Name: Kenneth M. Avery
Title: Vice President - Finance and Treasurer
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Registered Public Accounting Firm