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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 3
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CALGENE, INC.
(Name of Subject Company)
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CALGENE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE)
(Title of Class of Securities)
129598 10 8
(CUSIP Number of Class of Securities)
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Lloyd M. Kunimoto
President and Acting Chief Executive Officer
Calgene, Inc.
1920 Fifth Street
Davis, California 95616
(916) 753-6316
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
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With a copy to:
Mark G. Borden, Esq. Steven J, Tonsfeldt, Esq.
Hale and Dorr LLP Venture Law Group
60 State Street A Professional Corporation
Boston, Massachusetts 02109 2800 Sand Hill Road
(617) 526-6000 Menlo Park, California 94025
(415) 854-4488
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INTRODUCTION
This Amendment No. 3 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Calgene, Inc. with
the Securities and Exchange Commission on April 8, 1997 (as amended from time
to time, the "Schedule 14D-9"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended by adding after the last paragraph thereof the
following text:
"Purchaser has accepted for payment all Shares validly tendered in
accordance with the terms of the Offer as of 12:00 midnight, New York City
time, on May 2, 1997. In a press release issued by Parent on May 5, 1997,
Parant announced the expiration of the Offer and stated that according to a
preliminary count by The First National Bank of Boston, the depository 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."
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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.
By: /s/ Michael J. Motroni
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Vice President for Finance
and Secretary
Dated: May 6, 1997
