SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) DNA PLANT TECHNOLOGY CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE 2332361 (CUSIP Number) JOHN W. WARD E. I. DU PONT DE NEMOURS AND COMPANY (302) 774-4103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 1995 ------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ____. Check the following box if a fee is being paid with the statement ___. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). STATEMENT PURSUANT TO RULE 13D-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ****************************************** Items 2, 5, 6, and 7 of the statement filed pursuant to Rule 13d-1 under Section 13(d) of the Securities and Exchange Act of 1934 by E. I. du Pont de Nemours and Company ("DuPont"), (the "Statement"), are further amended by the information set forth below to reflect execution of a new agreement between DNA Plant Technology, Inc. ("DNAP") and DuPont and Du Pont Chemical and Energy Operations, Inc. ("DCEO"), a wholly-owned subsidiary of DuPont. Item 2. Identity and Background The name and principal business address of the persons filing this statement are: E. I. du Pont de Nemours and Company 1007 Market Street Wilmington, Delaware 19898 Du Pont Chemical and Energy Operations, Inc. 1007 Market Street Wilmington, Delaware 19898 DuPont was founded in 1802 and was incorporated in Delaware in 1915. The company is the largest United States chemical producer and is one of the leading chemical producers worldwide. The company conducts fully integrated petroleum operations primarily through its wholly owned subsidiary Conoco Inc. and, in 1993, ranked eighth in the worldwide production of petroleum liquids by U.S.-based companies, ninth in the production of natural gas, and seventh in refining capacity. Conoco Inc. and other subsidiaries and affiliates of DuPont conduct exploration, production, mining, manufacturing or selling activities, and some are distributors of products manufactured by the company. The company operates globally through approximately twenty strategic business units. Within the strategic business units approximately 85 businesses manufacture and sell a wide range of products to many different markets, including the energy, transportation, textile, construction, automotive, agricultural, printing, health care, packaging and electronics markets. The company and its subsidiaries have operations in about 70 nations worldwide and, as a result, about 47% of consolidated sales are derived from sales outside the United States, based on the location of the corporate unit making the sale. Total worldwide employment at year-end 1994 was about 107,000 people. DCEO was incorporated in Delaware in 1988 and is limited by its certificate of incorporation to the making, maintenance and management of its intangible investments and the collection and distribution of the income from such investments. DCEO is a wholly-owned indirect subsidiary of DuPont. Information concerning the directors and executive officers of DuPont and DCEO is contained in an updated Schedule A attached hereto. Neither DuPont, DCEO, nor, to the knowledge of DuPont and DCEO, any of the persons listed in Schedule A hereto has been involved in any proceeding which would require disclosure under paragraphs (d) and (e) of this Item. Item 5. Interest in Securities of the Issuer DuPont and DCEO beneficially own 3,000,000 shares of DNAP Common Stock. Based on the number of shares of DNAP Common Stock issued and outstanding as of March 24, 1995 (30,815,838), and adding to that number the 2,750,000 shares of DNAP Common Stock which DuPont may acquire upon conversion of the Series A Convertible Preferred Stock (the 3,000,000 shares of DNAP Common Stock and the Series A Convertible Preferred Stock being referred to hereafter as the "Current Shares"), DuPont and DCEO beneficially own 17.1 percent of DNAP Common Stock. DuPont and DCEO share power to vote and to dispose of 3,000,000 shares of DNAP Common Stock. Except as described herein, neither DuPont, DCEO nor, to the knowledge of DuPont and DCEO, any of the persons listed in Schedule A hereto beneficially owns any equity securities of DNAP. Additionally, neither DuPont, DCEO nor, to the knowledge of DuPont and DCEO, any of the persons listed in Schedule A has effected any transaction in the equity securities of DNAP during the past sixty days. Item 6. Contracts, Arrangements or Understandings With Respect to Securities of the Issuer Except as described herein and Amendments No. 1 and No. 2 to this Schedule 13D, neither DuPont, DCEO nor, to the knowledge of DuPont and DCEO, any of the persons listed on Schedule A hereto has engaged in any contracts, arrangements, understandings or relationships requiring disclosure pursuant to this Item. DuPont, DCEO and DNAP recently executed new agreements (the "1995 Agreements") addressing the following matters: (a) If, prior to March 1, 1997, DNAP files a registration statement under the Securities Act of 1933 with respect to a primary underwritten offering by DNAP of shares of DNAP Common Stock and DuPont and DCEO have not, prior to the filing date of such registration statement, sold or transferred any of the Current Shares pursuant to Section 1.01(b)(i) of the 1995 Agreement (described below), DNAP will use its best efforts to include in such registered offering 1,000,000 shares of DNAP Common Stock owned by DuPont or DCEO. (b) DuPont and DCEO agree that, prior to March 1, 1997, they will not exercise any registration rights with respect to, and will not, in the NASDAQ over-the-counter market (or other exchange on which the DNAP Common Stock is traded) sell any of the Current Shares, except that (i) DuPont or DCEO may sell up to 1,000,000 shares of DNAP Common Stock (A) pursuant to Section 1.01(a) of the 1995 Agreement (described above) or (B), after March 1, 1996, in the NASDAQ over-the-counter market (or other exchange on which DNAP Common Stock is traded) and (ii) DuPont and DCEO may sell any or all of the Current Shares (then held by DuPont or DCEO) in private placement transactions, provided that the purchaser or purchasers thereof agree with DNAP in writing to be bound by the provisions of the 1995 Agreement. (c) The registration of shares of DNAP Common Stock owned by DuPont or DCEO as provided by the 1995 Agreement will be deemed to be a "Piggyback Registration" as defined in the 1994 Agreement and shall be subject to all of the terms and provisions of the 1994 Agreement insofar as they relate to a Piggyback Registration, except that no part of any non-accountable expense allowance payable to the underwriters of such offering shall be paid by DuPont or DCEO. (d) DuPont's and DCEO's preemptive rights pursuant to the 1988 Stock Purchase Agreement have also been terminated. (e) DuPont and DNAP have also reached a number of other agreements with regard to technology rights. Item 7. Material to be Filed as Exhibits The following agreements are filed as an exhibit to this Amendment No. 3 to Schedule 13D. A. Agreement dated as of May 10, 1995 between E. I. duPont de Nemours and Company, Du Pont Chemical and Energy Operations Inc. and DNA Plant Technology Corporation. B. Agreement dated May 23, 1995 between DuPont and DCEO in which both agree that this Amendment 3 to the Statement is filed on behalf of both of them. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 23, 1995 E. I. Du Pont de Nemours and Company By---------------------------------- C. L. Henry Senior Vice President Du Pont Chemical and Energy Operations, Inc. By---------------------------------- John C. Sargent President SCHEDULE A 1. Set forth below are the name, address and present principal occupation or employment with E. I. du Pont de Nemours and Company of each director and executive officer. With the excpetion of Percy N. Barnevik, who is a Swedish citizen, each person listed below is a citizen of the United States of America. NAME AND ADDRESS POSITION ---------------- -------- Directors --------- Percy N. Barnevik President and Chief ABB Asea Brown Boveri Ltd. Executive Officer P. O. Box 8131 ABB Asea Brown Boveri Ltd. CH-8050 Zurich Switzerland Andrew F. Brimmer President Brimmer & Company, Inc. Brimmer & Company, Inc. 4400 MacArthur Blvd., NW Suite 302 Washington, D.C. 20007 Louisa C. Duemling Director c/o John Thayer 1100 DuPont Building 1007 Market Street Wilmington, DE 19898 Edward B. du Pont Director 1011 Wilmington Trust Center Wilmington, DE 19801 Charles M. Harper Chairman and Chief Suite 1500 Executive Officer One Central Park Plaza RJR Nabisco Holdings, Inc. Omaha, NE 68102 John A. Krol * Vice Chairman Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 Constantine S. Nicandros * Vice Chairman Conoco Inc. Conoco Center 600 North Dairy Ashford, PE 3034 Houston, TX 77079 William K. Reilly Visiting Professor Institute for International Stanford University Studies Encina Hall, Room 200 Stanford University Stanford, CA 91305-6055 H. Rodney Sharp, III Director 9000 Du Pont Building 1007 Market Street Wilmington, DE 19898 Charles M. Vest President 111 Memorial Drive Massachusetts Institute of Cambridge, MA 02142 Technology Edgar S. Woolard, Jr. * Chairman of the Board Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 Executive Officers ------------------ Jerald A. Blumberg Senior Vice President DuPont Fibers Chestnut Run Plaza - WR 2147 1007 Market Street Wilmington, DE 19898 -------------------------- * Also an Executive Officer of E. I. du Pont de Nemours and Company Archie W. Dunham Senior Vice President Conoco Inc. PE-3020 600 N. Dairy Ashford Houston, TX 77079 Gary W. Edwards Senior Vice President Conoco Inc. PE-3052 600 N. Dairy Ashford Houston, TX 77079 Michael B. Emery Senior Vice President DuPont Engineering and DuPont Information Systems N-3408 1007 Market Street Wilmington, DE 19898 Charles L. Henry Senior Vice President DuPont Finance D-8000 1007 Market Street Wilmington, DE 19898 Charles O. Holliday, Jr. Senior Vice President DuPont Tower/Shin-Nikko Bldg. 10-1 Toranomon 2-Chome Minato-ku Tokyo, Japan 105 Robert v.d. Luft Senior Vice President B-17235 1007 Market Street Wilmington, DE 19898 Robert E. McKee, III Senior Vice President Conoco Inc. PE-3070 600 N. Dairy Ashford Houston, TX 77079 Joseph A. Miller Senior Vice President DuPont Research and Development 9000 Du Pont Building 1007 Market Street Wilmington, DE 19898 Stacey J. Mobley Senior Vice President DuPont External Affairs N-9510 1007 Market Street Wilmington, DE 19898 Howard J. Rudge Senior Vice President and DuPont Legal General Counsel D-7038 1007 Market Street Wilmington, DE 19898 2. Set forth below are the names and addresses and positions with DCEO of each director and executive officer of DCEO. With the exception of Mireille Quirna, who is a French citizen, each person listed below is a citizen of the United States of America. NAME AND ADDRESS POSITION ---------------- -------- John C. Sargent Director and President D-8036 1007 Market Street Wilmington, DE 19898 Charles L. Downing Director, Vice President D-8003 and Treasurer 1007 Market Street Wilmington, DE 19898 E. Catherine Stump Director D-9098 1007 Market Street Wilmington, DE 19898 Mireille Quirina Vice President DuPont de Nemours International S.A. 2, Chemin du Pavillon P. O. Box 50 CH-1218 Le Grand Saconnex Geneva, Switzerland Ann L. Douglas Secretary D-8058 1007 Market Street Wilmington, DE 19898 EXHIBIT A AGREEMENT AGREEMENT, dated as of May 10, 1995, between DNA PLANT TECHNOLOGY CORPORATION, a Delaware corporation with offices at 6701 San Pablo Avenue, Oakland, California 94608 ("DNAP"), E. I. DU PONT DE NEMOURS AND COMPANY, a Delaware corporation with offices at Barley Mill Plaza - Building 38, 4301 Lancaster Pike, Wilmington, Delaware 10805 ("EID"), and Du Pont Chemical and Energy Operations, Inc., a Delaware corporation with offices at 1007 Market Street, Wilmington. Delaware 19898 ("DCEO") (EID and DCEO being jointly referred to as "DuPont"). W I T N E S S E T H : WHEREAS, DCEO currently owns 1,000,000 shares of common stock par value $.01 per share ("DNAP Common Stock"), of DNAP and EID owns 2,000,000 shares of DNAP Common Stock and 2,750 shares of DNAP Series A Convertible Preferred Stock par value $.01 per share, which is currently convertible into 2,750,000 shares of DNAP Common Stock (all of such DNAP securities being referred to hereafter as the "Current Shares"); WHEREAS, pursuant to both a Stock Purchase Agreement, dated as of December 9, 1988 (the "1988 Agreement"), and a Stock Purchase Agreement, dated as of January 17, 1994 (the "1994 Agreement"), between DNAP and DuPont, DuPont has certain demand and piggyback registration rights with regard to the Current Shares; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: ARTICLE I 1.01 Lock-up and Registration. (a) If, prior to March 1, 1997, DNAP files a registration statement under the Securities Act of 1933 with respect to a primary underwritten offering by DNAP of shares of DNAP Common Stock and DuPont has not, prior to the filing date of such registration statement, sold or transferred any of the Current Shares pursuant to Section 1.01(b)(i), DNAP will use its best efforts to include in such registered offering 1,000,000 shares of DNAP Common Stock owned by DuPont. (b) DuPont agrees that, prior to March 1, 1997, it will not exercise any registration rights with respect to, and will not, in the NASDAQ over-the-counter market (or other exchange on which the DNAP Common Stock is traded) sell any of the Current Shares, except that (i) DuPont may sell up to 1,000,000 shares of DNAP Common Stock (A) pursuant to Section 1.01(a) or (B), after March 1, 1996, in the NASDAQ over-the-counter market (or other exchange on which DNAP Common Stock is traded) and (ii) DuPont may sell any or all of the Current Shares (then held by DuPont) in private placement transactions, provided that the purchaser or purchasers thereof agree with DNAP in writing to be bound by the provisions of this Section 1.01(b). (c) The registration of shares of DNAP Common Stock owned by DuPont as provided by Section 1.01(a) shall be deemed to be a "Piggyback Registration" as defined in the 1994 Agreement and shall be subject to all of the terms and provisions of the 1994 Agreement insofar as they relate to a Piggyback Registration, except that no part of any non-accountable expense allowance payable to the underwriters of such offering shall be paid by DuPont. 1.02 Conditions to Obligations The obligations of the parties hereto are subject to the execution and delivery by the parties thereto of a certain technology licensing agreement between DNAP and EID dated as of the date hereof (the "1995 Technology Agreement"). ARTICLE II Other Matters 2.01 Termination of Right of First Refusal. Section 6.2 of the 1988 Agreement is hereby terminated and of no further force or effect. ARTICLE III Miscellaneous 3.01 Communications. All notices or other communications hereunder shall be in writing and shall be given by registered or certified mail (postage prepaid and return receipt requested), by an overnight courier service which obtains a receipt to evidence delivery, or by telex or facsimile transmission (provided that written confirmation of receipt is provided), addressed as set forth below: If to DNAP: DNA Plant Technology Corporation 6701 San Pablo Avenue Oakland, California 94608 Attention: Chief Executive Officer With a copy to: DNA Plant Technology Corporation 6701 San Pablo Avenue Oakland, CA 94608 Attention: Chief Financial Officer If to DuPont: E. I. du Pont de Nemours and Company Barley Mill Plaza - Building 38 4301 Lancaster Pike Wilmington, Delaware 19806 Attention: Director of Finance DuPont Agricultural Products With a copy to: E. I. du Pont de Nemours and Company Barley Mill Plaza - Building 38 4301 Lancaster Pike Wilmington, Delaware 19806 Attention: Louis DelVecchio, Esq. If to DCEO: DuPont, Chemical and Energy Operations, Inc. 1007 Market Street DuPont Building, Room 8045 Wilmington, Delaware 19898 Attention: Tom Schmelzer or such other address as either party may designate to the other in accordance with the aforesaid procedure. All notices and other communications sent by overnight courier service shall be deemed to have been given as of the next business day after delivery thereof to such courier service, those given by telex or facsimile transmission shall be deemed given when sent and all notices and other communications sent by mail shall be deemed given as of the third business day after the date of deposit in the United States mail. 3.02 Successors and Assigns. Neither party may sell, assign, transfer or otherwise convey any of its rights or delegate any of its duties under this Agreement, except (i) to (A) a corporation which has succeeded to substantially all of the business and assets of such party and has assumed in writing its obligations under this Agreement and (B) a majority-owned subsidiary of a party, provided that the assignee will remain liable in the event of default by its assignee, notwithstanding such assignment and (ii) DuPont may assign its rights and delegate its duties under this Agreement, the 1988 Agreement and the 1994 Agreement (other than (x) any rights pursuant to Section 6.1 of the 1988 Agreement, which Section 6.1 shall terminate upon such assignment or delegation, and (y) any demand registration rights with regard to the Current Shares pursuant to Section 7.5 of the 1988 Agreement and Section 5.02 of the 1994 Agreement to any purchaser of less than 1,000,000 shares of DNAP Common Stock (provided that the total number of demand registrations pursuant to the 1988 Agreement and the 1994 Agreement shall not be increased after any assignment by DuPont), and (z) any piggyback registration rights with regard to the Current Shares pursuant to Section 7.6 of the 1988 Agreement or Section 5.03 of the 1994 Agreement) to any purchaser of the Current Shares pursuant to Section 1.01(b)(ii). This Agreement shall be binding on the parties hereto and such respective permitted successors and assigns. 3.03 Amendments and Waivers. Neither this Agreement nor any term hereof may be changed or waived (either generally or in a particular instance and either retroactively or prospectively) absent the written consent of DNAP and DuPont. 3.04 Survival. The covenants and agreements made herein or in any certificate or document executed in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 3.05 Delays or Omissions; Waiver. No delay or omission to exercise any right, power or remedy accruing to either DNAP or DuPont upon any breach or default by the other under this Agreement shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. 3.06 Entire Agreement. This Agreement (together with the 1995 Technology Agreement and the 1988 Agreement and the 1994 Agreement) contain the entire understanding of the parties with respect to their respective subject matter and all prior negotiations, discussions, commitments and understandings heretofore had between them with respect thereto are merged herein and therein. 3.07 Headings. All article and section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Agreement. 3.08 Counterparts; Governing Law. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to rules governing the conflict of laws. 3.09 Costs. Each party hereto shall be responsible for its own costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and expenses of such party's accountants, lawyers and investment bankers. 3.10 Further Actions. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. DNA PLANT TECHNOLOGY CORPORATION By------------------------------ Name: Chris Braunlich Title: Chief Financial Officer E. I. DU PONT DE NEMOURS AND COMPANY By------------------------------ Name: Title: DU PONT CHEMICAL AND ENERGY OPERATIONS, INC. By------------------------------ Name: Title: EXHIBIT B AGREEMENT By this Agreement, the undersigned agree that the Amendment No. 3 to Schedule 13D being filed on or about this date with respect to the ownership by the undersigned of shares of Common Stock of DNA Plant Technology Corporation is being filed on behalf of each of us. Dated: May 23, 1995 E. I. du Pont de Nemours and Company By------------------------------------- C. L. Henry Senior Vice President DuPont Chemical and Energy Operations, Inc. By------------------------------------- John C. Sargent President