-----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, MCacY/44xdZW83hNDBKywPW+dNtEDH6gr6n2aQwhTPhcWctARe+Ig6PFa3Mh2+Zc 9ArHCRZiu1Y04Hn4lXEPgg== 0000898822-97-000445.txt : 19970523 0000898822-97-000445.hdr.sgml : 19970523 ACCESSION NUMBER: 0000898822-97-000445 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970522 SROS: NASD GROUP MEMBERS: CALGENE, INC. 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45705 FILM NUMBER: 97612712 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 13E3/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 13E3/A 1 SCHEDULE 13E-3 FINAL AMENDMENT As filed with the Securities and Exchange Commission on May 21, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ SCHEDULE 13E-3 (FINAL AMENDMENT) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) CALGENE, INC. (Name of issuer) CALGENE, INC. 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. LLOYD M. KUNIMOTO MONSANTO COMPANY & MONSANTO ACQUISITION COMPANY, INC. CALGENE, INC. 800 N. LINDBERGH BOULEVARD 1920 FIFTH STREET ST. LOUIS, MISSOURI 63167 DAVIS, CALIFORNIA 95616 (314) 694-1000 (916) 753-6313 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of persons filing statement) Copies to: __________ MARK G. BORDEN, ESQ. ERIC S. ROBINSON, ESQ. STEVEN J. TONSFELDT,ESQ. HALE AND DORR WACHTELL, LIPTON, ROSEN & KATZ VENTURE LAW GROUP 60 STATE STREET 51 WEST 52ND STREET A PROFESSIONAL CORPORATION BOSTON, MA 02109 NEW YORK, NY 10019 2800 SAND HILL ROAD (617) 526-6000 (212) 403-1000 MENLO PARK, CA 94025 (415) 854-4488 ________________________ 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 Final Amendment (this "Final Amendment") amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on April 7, 1997 (as amended from time to time, the "Schedule 13E-3") by Monsanto Company ("Parent"), Monsanto Acquisition Company, Inc. ("Purchaser"), and Calgene, Inc. (the "Company"). The Schedule 13E-3 and this Final Amendment relate to a tender offer by Purchaser for all outstanding shares of common stock, par value $.001 per share (the "Shares"), of 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 (d)(1) and (d)(2), respectively, to the Schedule 13E-3. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer to Purchase. The information contained in this Schedule 13E-3 concerning the Company and the Special Committee was supplied by the Company. Parent and Purchaser take no responsibility for the accuracy of such information. ITEM 16. ADDITIONAL INFORMATION Item 16 is hereby amended by adding the following text: "On May 19, 1997, the Merger of Purchaser with and into the Company became effective upon filing of the Certificate of Merger with the Secretary of State of the State of Delaware. As the surviving corporation in the Merger, the Company became at that time a wholly owned subsidiary of Parent. On May 20, 1997, the Company filed a Certification and Notice of Termination of Registration on Form 15 with the SEC terminating the registration of the Shares under Section 12(g) of the Exchange Act. The Company also advised the National Association of Securities Dealers, Inc. of the effectiveness of the Merger and on May 20, 1997 the Shares were delisted from NASDAQ. On May 21, 1997, Parent issued a press release relating to the foregoing matters, the full text of which is incorporated herein by reference and is filed as Exhibit (d)(11) hereto." ITEM 17. MATERIAL TO BE FILED AS EXHIBITS (d)(11) Text of Press Release, dated May 21, 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. CALGENE, INC. By: /s/ Lloyd M. Kunimoto Name: Lloyd M. Kunimoto Title: President MONSANTO COMPANY By: /s/ Hendrik A. Verfaillie Name: Hendrik A. Verfaillie Title: Executive Vice President MONSANTO ACQUISITION COMPANY, INC. By: /s/ Hendrik A. Verfaillie Name: Hendrik A. Verfaillie Title: President Dated: May 21, 1997 EXHIBIT INDEX _____________ EXHIBIT NO. DESCRIPTION _______ ____________________________ (a) Not applicable. (b)(1)* Opinion of Montgomery Securities, Inc., dated March 31, 1997 (included as Annex A to Exhibit(d)(1)). (b)(2)* Presentation of Montgomery Securities, Inc., dated March 31, 1997. (c)(1) Agreement and Plan of Merger, dated as of March 31, 1997, by and among Monsanto Company, Monsanto Acquisition Company, Inc. and Calgene, Inc. (incorporated herein by reference to Exhibit 1 to the Schedule 13D (Amendment No. 5) filed by Monsanto Company with the SEC on April 2, 1997). (c)(2) Amendment to the Amended and Restated Stockholders Agreement, dated as of March 31, 1997, by and between Monsanto Company and Calgene, Inc. (incorporated herein by reference to Exhibit 2 to the Schedule 13D (Amendment No. 5) filed by Monsanto Company with the SEC on April 2, 1997). (c)(3) Agreement and Plan of Reorganization, dated as of October 13, 1995, 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. (incorporated herein by reference to Exhibit(c)(9) to the Schedule 14D-1). (c)(10) Complaint filed January 29, 1997, in Siegel v. Calgene, Inc., et al. (incorporated herein by reference to Exhibit(c)(10) to the Schedule 14D- 1). (c)(11) Complaint filed January 29, 1997, in Susser v. Kunimoto, et al. (incorporated herein by reference to Exhibit(c)(11) to the Schedule 14D- 1). --------------- * 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. (incorporated herein by reference to Exhibit(c)(12) to the Schedule 14D- 1). (c)(13) Complaint filed January 29, 1997, in Manson v. Fortune, et al. (incorporated herein by reference to Exhibit(c)(13) to the Schedule 14D-1). (c)(14) Complaint filed January 30, 1997, in Settle v. Monsanto Company, et al. (incorporated herein by reference to Exhibit(c)(14) to the Schedule 14D- 1). (c)(15) Complaint filed January 31, 1997, in Glickberg v. Monsanto Company, et al. (incorporated herein by reference to Exhibit(c)(15) to the Schedule 14D- 1). (c)(16) Complaint filed February 5, 1997, in Lewis v. Monsanto Company, et al. (incorporated herein by reference to Exhibit(c)(16) to the Schedule 14D- 1). (c)(17) Order of Consolidation, dated March 10, 1997 (incorporated herein by reference to Exhibit(c)(17) to the Schedule 14D-1). (c)(18) Memorandum of Understanding, dated March 31, 1997 (incorporated herein by reference to Exhibit(c)(18) to the Schedule 14D-1). (c)(19) Complaint filed by Fletcher Capital Markets, Inc. in the United States District Court for the District of Delaware on April 30, 1997 (incorporated herein by reference to Exhibit(c)(19) to the Schedule 14D-1). (d)(1) Form of Offer to Purchase, dated April 7, 1997 (incorporated herein by reference to Exhibit(a)(1) to the Schedule 14D-1). (d)(2) Form of Letter of Transmittal (incorporated herein by reference to Exhibit(a)(2) to the Schedule 14D-1). (d)(3) Form of Letter from Goldman, Sachs & Co. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference to Exhibit(a)(3) to the Schedule 14D-1). (d)(4) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients (incorporated herein by reference to Exhibit(a)(4) to the Schedule 14D-1). (d)(5) Form of Notice of Guaranteed Delivery (incorporated herein by reference to Exhibit(a)(5) to the Schedule 14D-1). (d)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to Exhibit (a)(6) to the Schedule 14D-1). --------------- * 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 _______ _________________________ (d)(7) Summary Advertisement as published in The Wall Street Journal on April 7, 1997 (incorporated herein by reference to Exhibit (a)(7) to the Schedule 14D-1). (d)(8) Text of Joint Press Release, dated April 1, 1997, issued by Monsanto Company (incorporated herein by reference to Exhibit 3 to the Schedule 13D (Amendment No. 5) filed by Calgene, Inc. and Monsanto Company with the SEC on April 2, 1997). (d)(9) Text of Press Release, dated April 7, 1997 issued by Monsanto Company (incorporated herein by reference to Exhibit(a)(9) to the Schedule 14D-1). (d)(10) Text of Press Release, dated May 5, 1997, issued by Parent (incorporated herein by reference to Exhibit (a)(10) to the Schedule 14D-1). (d)(11) Text of Press Release, dated May 21, 1997 issued by Monsanto Company. (e)* Description of Appraisal Rights (included as Annex B to Exhibit(d)(1)). (f) Not applicable. --------------- * 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. EX-99 2 EXHIBIT (D)(11) Exhibit (d)(11) CONTACT: Lori J. Fisher 314-694-8535 ljfish@monsanto.com MONSANTO COMPLETES ACQUISITION OF CALGENE ST. LOUIS, May 21, 1997 - Monsanto Company announced today that it successfully completed its acquisition of Calgene Inc. on Monday, May 19, 1997, when the merger of a subsidiary of Monsanto and Calgene became effective. As a result of the merger, Calgene has become a wholly-owned subsidiary of Monsanto and Calgene shareholders who did not tender their Calgene shares to Monsanto in its tender offer have become entitled to receive $8 per share in cash, the same price paid for Calgene shares in the tender offer. In connection with the merger, Calgene terminated the registration of its shares with the Securities and Exchange Commission and delisted the Calgene shares from the Nasdaq National Market. 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 052197 -----END PRIVACY-ENHANCED MESSAGE-----