-----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, OpdmvS8CyXtQBRsN3/dNkm2FXcc0VVFW2ZjNvtUEZLLYDymJQluwm7y2Wa66ZpAH 8XDePlRkEDekqEWlO0D1vA== 0000950114-96-000189.txt : 19960809 0000950114-96-000189.hdr.sgml : 19960809 ACCESSION NUMBER: 0000950114-96-000189 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960808 SROS: NYSE 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45705 FILM NUMBER: 96606061 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 13D/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 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Calgene, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.001 par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 129598 10 8 ---------------------------------------------------------- (CUSIP Number) Karl R. Barnickol, 800 N. Lindbergh Boulevard, St. Louis, Missouri 63167, (314) 694-1000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 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 filled 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). 2 SCHEDULE 13D CUSIP NO. 129598 10 8 ------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Monsanto Company: 43-0420020 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] n/a 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ] n/a 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF 30,146,114 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH n/a REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 30,146,114 10. SHARED DISPOSITIVE POWER n/a 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,146,114 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] n/a 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.9% 14. TYPE OF REPORTING PERSON CO -2- 3 This Amendment No. 2 amends Item 6 of the Schedule 13D filed by the Company on April 10, 1996. Item 6. Contracts, Arrangements, Understandings, or Relationships - ------------------------------------------------------------------ with Respect to Securities of the Issuer. - ----------------------------------------- Item 6 is hereby amended by adding the following paragraph to the end of Item 6. On July 31, 1996, the Issuer announced in a press release, which is submitted with this statement as an exhibit, that it and the Company which currently owns 49.9% of the Issuer's common stock outstanding, have entered into a letter of intent under which the Company will purchase an additional 6.25 million shares of Issuer's common stock at a price of $8.00 per share. This purchase would bring the Company's equity ownership interest to approximately 54.6% and would cause a shift in the composition of the Issuer's Board of Directors to provide for four independent directors (three nominated by the Issuer and one nominated by the Company), the Chief Executive Officer of the Issuer, and four nominees of the Company. The closing of the transaction is subject to execution of definitive written agreements, Issuer's shareholder approval, and any necessary government approvals. The Issuer also announced that Roger Salquist, who has served as the Issuer's Chairman and Chief Executive Officer, has resigned from these positions and will continue to serve as a director and consultant to the Issuer. Lloyd Kunimoto, currently Vice President for Strategic Planning and Business Development at Calgene has been named Acting Chief Executive Officer. Item 7. Material to be Filed as Exhibits. - ------------------------------------------ 1. Press Release of Calgene, Inc. dated July 31, 1996 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: August 8, 1996 MONSANTO COMPANY, a Delaware corporation By: /s/ Karen L. Knopf ----------------------------------- Name: Karen L. Knopf --------------------------------- Title: Assistant Secretary -------------------------------- -3- 4 EXHIBIT INDEX Exhibit - ------------------------------------------------------------------------ 99 Press Release of Calgene, Inc. dated July 31, 1996. -4- EX-99 2 PRESS RELEASE 1 CALGENE ANNOUNCES PLANNED $50 MILLION EQUITY INVESTMENT BY MONSANTO Roger Salquist Resigns as CEO; to Continue as Director DAVIS, Calif., July 31 /PRNewswire/ -- Calgene, Inc. (Nasdaq: CGNE) today announced that it and Monsanto Company, which currently owns 49.9% of the Company's common stock outstanding, have entered into a letter of intent under which Monsanto will purchase an additional 6.25 million shares of Calgene common stock at a price of $8 per share. This purchase would bring Monsanto's equity ownership interest to approximately 54.6%, and would cause a shift in the composition of the Calgene Board of Directors to provide for four independent directors (three of whom will be nominated by Calgene and one of whom will be nominated by Monsanto), the CEO of Calgene, and four Monsanto nominees. The closing of the transaction is subject to execution of a definitive written agreement, Calgene shareholder approval and any necessary government approvals. "The significant new business growth opportunities at Calgene in oils, cottonseed, and produce require a substantial increase in working capital if Calgene is to realize the full potential of these opportunities," stated Hendrik Verfaillie, Executive Vice President of Monsanto. "The below plan performance of Calgene's fresh produce business over the past nine months is being corrected, but this business has consumed cash, instead of generating cash. Monsanto and Calgene management have agreed that this equity infusion is the best way to significantly reduce the Company's $6 million annual interest expense and to provide the capital to fund an aggressive production scale-up of the Company's proprietary Laurical(R) laurate canola food ingredient and the full scale roll out in 1998 of Stoneville Pedigreed Seed Company's BXN(R) plus Bt cottonseed. This investment demonstrates our commitment to building shareholder value in Calgene," Verfaillie added. The Company also announced that Roger Salquist, who has served as Calgene's Chairman and CEO for over 12 years has resigned from these positions. He will continue to serve as a director and consultant to the Company. "My twelve years at Calgene have been the most exciting and rewarding years of my life and I wouldn't have traded them for anything," Salquist stated. "We single-handedly paved the way for genetically engineered foods, established the world's leading proprietary plant genetic engineering technology base and built the finest team of people in the business. I look forward to continuing to work with Calgene as a mentor and strategist," Salquist added. - more - 2 Lloyd Kunimoto, currently Vice President for Strategic Planning and Business Development at Calgene has been named Acting CEO. The Company intends to conduct a formal internal and external search for a permanent CEO. Calgene is an agricultural biotechnology company that is developing plant varieties and plant products for the fresh produce, cotton seed and industrial and edible plant oils markets. Stoneville Pedigreed Seed Company, a wholly-owned subsidiary of Calgene, is the country's second largest cottonseed company. This press release contains forward-looking statements. Calgene's actual results may differ significantly from those discussed in such forward-looking statements as a result of various factors, including competitive pricing pressures, the effects of weather and disease on production, other production difficulties, delays in product development and general market conditions. -0- 7/31/96 /CONTACT: Carolyn Hayworth of Calgene, Inc., 916-753-6313/ (CGNE) -----END PRIVACY-ENHANCED MESSAGE-----