-----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, NeJ0bajXPxPZF2WkAuW/JKfemGtlB+GeYhfCc29rsJnmhcSO+Ojj7mxba75Fo49W 0tFI2lS0jbqobNiudqkGGQ== 0000898822-97-000358.txt : 19970508 0000898822-97-000358.hdr.sgml : 19970508 ACCESSION NUMBER: 0000898822-97-000358 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970507 SROS: NASD GROUP MEMBERS: MONSANTO ACQUISITION COMPANY, INC. GROUP MEMBERS: MONSANTO CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALGENE INC /DE/ CENTRAL INDEX KEY: 0001011134 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 680369863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45705 FILM NUMBER: 97596897 BUSINESS ADDRESS: STREET 1: 1920 FIFTH ST CITY: DAVIS STATE: CA ZIP: 95616 BUSINESS PHONE: 9167536313 MAIL ADDRESS: STREET 1: 1920 FIFTH ST CITY: DAVIS STATE: CA ZIP: 95616 FORMER COMPANY: FORMER CONFORMED NAME: CALGENE II INC DATE OF NAME CHANGE: 19960322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 2 -- FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SCHEDULE 13D (AMENDMENT NO. 7) (Pursuant to Section 13(d) of the Securities Exchange Act of 1934) CALGENE, INC. (Name of issuer) MONSANTO ACQUISITION COMPANY, INC. MONSANTO COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of class of securities) 129598 10 8 (CUSIP number of class of securities) R. WILLIAM IDE, III, ESQ. MONSANTO COMPANY & MONSANTO ACQUISITION COMPANY, INC. 800 N. LINDBERGH BOULEVARD ST. LOUIS, MISSOURI 63167 (314) 694-1000 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of persons filing statement) COPY TO: ERIC S. ROBINSON, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NY 10019 (212) 403-1000 APRIL 7, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER. CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE $242,759,368* $48,553** * For purposes of fee calculation only. The total transaction value is based on 66,741,035 Shares outstanding as of April 2, 1997 less 36,396,114 Shares owned by Parent and Purchaser, multiplied by the offer price of $8.00 per Share. ** The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value of the shares to be purchased. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2). Amount Previously Paid: $48,553 Filing Parties: Monsanto Company, Monsanto Acquisition Company, Inc. Form of Registration No.: Schedule 14D-1 Date Filed: April 7, 1997 INTRODUCTION This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on April 7, 1997 (as amended from time to time, the "Schedule 14D-1") by Monsanto Company ("Parent") and Monsanto Acquisition Company, Inc. ("Purchaser"). The Schedule 14D-1 and this Amendment relate to a tender offer by Purchaser for all outstanding shares of common stock, par value $.001 per share (the "Shares"), of Calgene, Inc. (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 7, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer to Purchase. This Amendment is also Amendment No. 7 to Schedule 13D of Parent. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Each of paragraphs (a) and (b) of Item 6 are hereby amended by adding at the end thereof the following: The Offer expired at 12:00 midnight, New York City time, on May 2, 1997. According to a preliminary count by The First National Bank of Boston, the depositary for the Offer, as of 12:00 midnight, New York City time, on May 2, 1997, there were validly tendered pursuant to the Offer 26,753,526 Shares (including 422,443 Shares tendered pursuant to the procedures for guaranteed delivery set forth in the Offer to Purchase), representing approximately 94.6% of the total number of Shares currently outstanding. Pursuant to the Offer, Purchaser has accepted for payment all such Shares validly tendered in accordance with the terms of the Offer. The information set forth in the press release issued by Parent on May 5, 1997 is incorporated herein by reference and is filed as Exhibit (a)(10) to this Amendment. ITEM 10. ADDITIONAL INFORMATION The information set forth in the press release issued by Parent on May 5, 1997 is incorporated herein by reference and is filed as Exhibit (a)(10) to this Amendment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(10) Text of Press Release, dated May 5, 1997, issued by Monsanto Company. SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MONSANTO COMPANY By: /s/ Hendrik A. Verfaillie Name: Hendrick A. Verfaillie Title: Executive Vice President MONSANTO ACQUISITION COMPANY, INC. By: /s/ Hendrik A. Verfaillie Name: Hendrick A. Verfaillie Title: President Dated: May 6, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(1)* Form of Offer to Purchase, dated April 7, 1997. (a)(2)* Form of Letter of Transmittal. (a)(3)* Form of Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(4)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients. (a)(5)* Form of Notice of Guaranteed Delivery. (a)(6)* Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Summary Advertisement as published in The Wall Street Journal on April 7, 1997. (a)(8) Text of Joint Press Release, dated April 1, 1997, issued by Calgene, Inc. and Monsanto Company (incorporated by reference to Exhibit 3 to the Schedule 13D (Amendment No. 5) filed by Monsanto Company with the SEC on April 2, 1997). (a)(9)* Text of Press Release, dated April 7, 1997, issued by Monsanto Company. (a)(10) Text of Press Release, dated May 5, 1997, issued by Monsanto Company. (b) Not applicable. (c)(1) Agreement and Plan of Merger, dated as of March 31, 1997, by and among Parent, Purchaser and the Company (incorporated herein by reference to Exhibit 1 to the Schedule 13D (Amendment No. 5) filed by Parent and Purchaser with the Commission on April 1, 1997). --------------------- * Previously filed EXHIBIT NO. DESCRIPTION (c)(2) Amendment to the Amended and Restated Stockholders Agreement, dated as of March 31, 1997, by and between Parent and the Company (incorporated herein by reference to Exhibit 2 to the Schedule 13D (Amendment No. 5) filed by Parent and Purchaser with the Commission on April 1, 1997). (c)(3) Agreement and Plan of Reorganization, dated as of October 13, 195, between Monsanto Company and Calgene, Inc. (A) (c)(4) Stock Purchase Agreement, dated as of September 27, 1996, between Monsanto Company and Calgene, Inc. (B) (c)(5) Amended and Restated Stockholders Agreement, dated as of November 12, 1996, between Monsanto Company and Calgene, Inc. (B) (c)(6) Stockholders Agreement, dated as of March 31, 1996, between Monsanto Company and Calgene, Inc. (A) (c)(7) Calgene Credit Facility Agreement, dated as of March 31, 1996, between Calgene, Inc. and Monsanto Company. (A) (c)(8) Gargiulo Credit Facility Agreement, dated as of March 31, 1996, between Calgene, Inc. and Monsanto Company. (A) (c)(9)* Complaint filed January 29, 1997, in Obstfeld v. Salquist, et al. (c)(10)* Complaint filed January 29, 1997, in Siegel v. Calgene, Inc. et al. (c)(11)* Complaint filed January 29, 1997, in Susser v. Kunimoto, et al. --------------------- * Previously filed (A) Incorporated herein by reference to the Registration Statement on Form S-4, filed by the Company with the SEC on February 6, 1996. (B) Incorporated herein by reference to the Transition Report on Form 10-K for the six-month period ended December 31, 1996, filed by the Company with the SEC on March 31, 1997. EXHIBIT NO. DESCRIPTION (c)(12)* Complaint filed January 29, 1997, in Elstein v. Monsanto Company, et al. (c)(13)* Complaint filed January 29, 1997, in Manson v. Fortune, et al. (c)(14)* Complaint filed January 30, 1997, in Settle v. Monsanto Company, et al. (c)(15)* Complaint filed January 31, 1997, in Glickberg v. Monsanto Company, et al. (c)(16)* Complaint filed February 5, 1997, in Lewis v. Monsanto Company, et al. (c)(17)* Order of Consolidation, dated March 10, 1997. (c)(18)* Memorandum of Understanding, dated March 31, 1997. (c)(19)* Complaint filed by Fletcher Capital Markets, Inc. in the United States District Court for the District of Delaware on April 30, 1997. (d) Not applicable. (e) Not applicable. (f) Not applicable. --------------------- * Previously filed EX-99 2 EXHIBIT (A)(10) Exhibit (a)(10) CONTACT: Scarlett Lee Foster 314-694-2883 slfost@monsanto.com MONSANTO COMPLETES TENDER OFFER FOR SHARES OF CALGENE ST. LOUIS, May 5, 1997 - Monsanto Company has successfully completed its $8 per share cash tender offer to acquire shares of Calgene Inc., an agricultural biotechnology firm, that Monsanto didn't already own. At the expiration of the tender offer at midnight (Eastern Time) on May 2, 1997, approximately 26.8 million shares were tendered, or approximately 88 percent of Calgene's outstanding shares, other than those owned by Monsanto. As a result of the tender offer, Monsanto and its affiliates now own approximately 94 percent of the outstanding Calgene shares. Monsanto expects to complete the merger of Calgene shortly and to acquire the remaining shares at the same $8 per share in cash. Monsanto is a global leader in agricultural biotechnology and in the development and marketing of improved food and fiber crops. Monsanto is in the process of creating a new life sciences company that will combine its existing agricultural, food and pharmaceutical businesses and seek to develop new businesses that capture synergies among these fields. -o0o- St. Louis 050597 -----END PRIVACY-ENHANCED MESSAGE-----