-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HXC/hEYH0+kjtsOWWxdHbPzZ+PcNLEJsc4JNE833ExlHiditb0h2yClGCieSX7cj tPmUrDT9npsgg1jvTUKIXg== 0000030554-96-000017.txt : 19960613 0000030554-96-000017.hdr.sgml : 19960613 ACCESSION NUMBER: 0000030554-96-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960611 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DNA PLANT TECHNOLOGY CORP CENTRAL INDEX KEY: 0000730985 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 222395856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35298 FILM NUMBER: 96579237 BUSINESS ADDRESS: STREET 1: 2611 BRANCH PIKE CITY: CINNAMINSON STATE: NJ ZIP: 08077 BUSINESS PHONE: 5104509396 MAIL ADDRESS: STREET 1: 6701 SAN PABLO AVE CITY: OAKLAND STATE: CA ZIP: 94608-1239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) DNA PLANT TECHNOLOGY CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE 2332361 (CUSIP Number) CALISSA W. BROWN E. I. DU PONT DE NEMOURS AND COMPANY (302) 773-7145 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 1996 ------------------------ (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, 3, 4, 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 a change in the percentage of outstanding Shares of Common Stock of DNA Plant Technology, Inc. ("DNAP") beneficially owned by DuPont and DCEO, occurring as the result of the conversion by DuPont of Series A Convertible Preferred Stock into 2,750,000 Shares of DNAP Common Stock. As the parent company of DCEO, DuPont continues to be the beneficial owner of all such DNAP shares held by DCEO. 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. DuPont is one of the two largest chemical producers in the United States and is one of the leading chemical producers worldwide. It conducts fully integrated petroleum operations primarily through its wholly owned subsidiary Conoco Inc. and, in 1994, ranked eighth in the worldwide production of petroleum liquids by U.S.-based companies, tenth in the production of natural gas, and sixth 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 DuPont. DuPont 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. DuPont and its subsidiaries have operations in about 70 nations worldwide and, as a result, approximately 50% 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 1995 was about 105,000 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, direct 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 3. Source and Amount of Funds or Other Consideration DuPont acquired an additional 2,750,000 shares of DNAP Common Stock by exercising its rights to convert its Series A Convertible Preferred Stock. No additional consideration was paid. Item 4. Purpose of Transaction DNA Plant Technology Corporation has reached a definitive agreement with Empresas La Moderna SA, ("ELM"), to combine DNAP with ELM's subsidiary, Bionova S.A. de C.V. Since the transaction is subject to the approval of DNAP common shareholders, DuPont exercised its right to convert its Series A Convertible Preferred Stock into DNAP Common Stock in order to vote all of the 5,750,000 shares of DNAP Common Stock beneficially owned by DuPont. Item 5. Interest in Securities of the Issuer As a result of the conversion of the Series A Convertible Preferred Stock, DuPont and DCEO beneficially own 5,750,000 shares of DNAP Common Stock. Based on the number of shares of DNAP Common Stock issued and outstanding as of March 12, 1996 (42,896,832), 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 13.4 percent of DNAP Common Stock. DuPont and DCEO share power to vote and to dispose of 5,750,000 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 and 3 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. 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 June 10, 1996 between DuPont and DCEO in which both agree that this Amendment 4 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: June 11, 1996 E. I. Du Pont de Nemours and Company /s/ C. L. Henry By---------------------------------- C. L. Henry Executive Vice President Du Pont Chemical and Energy Operations, Inc. /s/ John C. Sargent 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 Chairman 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 and Director 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 Archie W. Dunham Director Conoco Inc. PE-3034 600 North Dairy Ashford Houston, TX 77079 Edward B. du Pont Director 1011 Wilmington Trust Center Wilmington, DE 19801 Charles M. Harper Director Suite 1500 One Central Park Plaza Omaha, NE 68102 Lois D. Juliber President Colgate-Palmolive Colgate-Palmolive 300 Park Avenue North America New York, NY 10022 Colgate-Palmolive Company John A. Krol * Director Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 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 Executive Vice President Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 - -------------------------- * Also an Executive Officer of E. I. du Pont de Nemours and Company Archie W. Dunham Executive Vice President Conoco Inc. PE-3034 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 Integrated Operations B-8235 1007 Market Street Wilmington, DE 19898 Charles L. Henry Executive Vice President DuPont Finance D-8000 1007 Market Street Wilmington, DE 19898 Charles O. Holliday, Jr. Executive Vice President DuPont Asia Pacific 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 John A. Krol President and CEO Administration 9000 DuPont Building 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 E-328/411 Rt. 141 and Henry Clay Wilmington, DE 19880 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 EXHIBIT A AGREEMENT By this Agreement, the undersigned agree that the Amendment No. 4 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: June 10, 1996 E. I. du Pont de Nemours and Company /s/ C. L. Henry By------------------------------------- C. L. Henry Executive Vice President DuPont Chemical and Energy Operations, Inc. /s/ John C. Sargent By------------------------------------- John C. Sargent President -----END PRIVACY-ENHANCED MESSAGE-----