-----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, GSms/OApcC8FQ4gzoaYbzQxWqYCUb8wt6kBj+6jUMbyw5cyDrmr2I3biirCuKqan tSZ29qdTQgeINWwpYb40Vg== 0000950114-97-000026.txt : 19970130 0000950114-97-000026.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950114-97-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970129 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: 97513013 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. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Calgene, Inc. (Name of issuer) Common Stock, Par Value $0.001 Per Share (Title of class of securities) 129598 10 8 (CUSIP number of class of securities) ------------------- R. William Ide, III Monsanto Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 (314) 694-1000 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Eric S. Robinson, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 January 28, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 5 Pages 2 SCHEDULE 13D CUSIP NO. 129598 10 8 ----------- 1. Name of Reporting person S.S. or I.R.S. identification Nos of above person MONSANTO COMPANY: 43-0420020 2. Check the appropriate box if a member of a Group (a) [ ] N/A (b) [ ] 3. SEC Use Only 4. Source of Funds WC 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [ ] N/A 6. Citizenship or place of organization DELAWARE 7. Sole Voting Power 36,396,114 8. Shared Voting Power N/A 9. Sole Dispositive Power 36,396,114 10. Shared Dispositive Power N/A 11. Aggregate amount beneficially owned by each Reporting Person 36,396,114 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) 54.6% 14. Type of Reporting Person CO Page 2 of 5 Pages 3 This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends the Statement on Schedule 13D filed April 10, 1996, and all amendments thereto (the "Schedule 13D") , by Monsanto Company, a Delaware corporation ("Monsanto" or the "Reporting Person"), relating to the Common Stock, par value $0.001 per share (the "Shares"), of Calgene, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not defined have the same meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. - ------- ----------------------- Item 4 is hereby amended by adding the following to the end of Item 4: On January 28, 1997, a special committee of the Board of Directors of Monsanto authorized Monsanto to make a proposal (the "Proposal") to the Board of Directors of the Company to acquire all of the issued and outstanding Shares not currently owned by Monsanto for $7.25 per Share. The Proposal is conditioned upon the approval by a special committee of disinterested directors of the Board of Directors of the Company (the "Special Committee"). A copy of the press release issued by Monsanto on January 28, 1997 is filed herewith as Exhibit 1 and is incorporated herein by reference. On January 27, 1997, representatives of Monsanto had advised the Board of Directors of the Company that Monsanto was considering making a proposal to acquire the remaining Shares. Item 7. Material to be Filed as Exhibits. - ------- --------------------------------- Exhibit 1 Press Release dated January 28, 1997. Page 3 of 5 Pages 4 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MONSANTO COMPANY By: /s/ R. William Ide, III -------------------------- R. William Ide, III Senior Vice President, General Counsel and Secretary Dated: January 29, 1997 Page 4 of 5 Pages 5 EXHIBIT INDEX
Exhibit Description - ------- ----------- 1. Press Release dated January 28, 1997
Page 5 of 5 Pages EX-1 2 PRESS RELEASE 1 NEWS Monsanto ----------------------------------------------------- Scarlett Lee Foster FOR RELEASE (314) 694-2883 IMMEDIATELY slfost@monsanto.com PUBLIC AFFAIRS Monsanto Company 800 N. Lindbergh Boulevard St. Louis, MIssouri 63167 MONSANTO PROPOSES TO ACQUIRE REMAINING OUTSTANDING SHARES OF CALGENE ST. LOUIS, Jan. 28, 1997 -- Monsanto Company has made a proposal to the board of directors of Calgene Inc. to acquire the remaining shares outstanding of Calgene at the price of $7.25 per share. Monsanto currently owns 54.6 percent of the shares outstanding of the company, an agricultural biotechnology interest based in Davis, California. The proposal is subject to the approval of a special committee of the disinterested directors of Calgene's board. -o0o- St. Louis 012897 -----END PRIVACY-ENHANCED MESSAGE-----