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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DNAP Holding Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
23323K-10-7
(CUSIP Number)
Bernardo Jimenez
6701 San Pablo Avenue
Oakland, California 94608
(510) 547-2395
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 1998
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(d) 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).
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STATEMENT ON SCHEDULE 13D/A
This Amendment No. 1 to the Statement on Schedule 13D ("Schedule 13D")
filed on October 7, 1996, by Bionova International, Inc., a Delaware corporation
("Bionova International"), Bionova, S.A. de C.V., a corporation organized under
the laws of the United Mexican States ("Bionova Mexico"), Empresas La Moderna,
S.A. de C.V., a corporation organized under the laws of the United Mexican
States ("ELM") and Mr. Alfonso Romo Garza (collectively, the "Reporting
Persons"), with respect to the beneficial ownership by such entities of shares
of common stock, $.01 par value per share ("DHC Common Stock"), of DNAP Holding
Corporation, a Delaware corporation ("DHC" or the "Issuer") is made to amend
Item 4 of the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
ITEM 4. PURPOSE OF TRANSACTION.
On July 16, 1998, Bionova International submitted to DHC a proposal (the
"Proposal") to contribute $50 million to DHC in return for (i) 3,800,000 shares
of common stock of DHC at a purchase price of $5.00 per share and (ii) 1,000
shares of convertible preferred stock of DHC. Each share of preferred stock
would be convertible into 6,200 shares of common stock (valued at $5.00 per
common share on conversion), subject to the authorization of a sufficient number
of additional common shares to permit conversion. It is expected an increase in
the number of authorized common shares sufficient to permit conversion of all of
the shares of preferred stock would be submitted to the stockholders for
consideration at the next stockholders meeting, which would be the earlier of
the 1999 annual meeting of stockholders or a special meeting of stockholders if
so called by the Board of Directors. In addition to the conversion privilege,
this preferred stock would have the following rights and privileges: (i)
holders of the preferred stock would be entitled to designate two additional
directors to the DHC Board of Directors (the size of the board would be
increased to eleven), and (ii) the preferred stock would have a liquidation
preference. The cash contributed by Bionova International will be used to (i)
retire $35 million of the currently outstanding debt of DHC and its subsidiaries
to ELM and/or other creditors, and (ii) provide cash for ongoing operations and
acquisitions.
The Board of Directors of DHC has appointed a special committee to review
and evaluate the Proposal and to negotiate the final terms of the capitalization
transaction with Bionova International. Pursuant to Section 1.09 of the
Governance Agreement dated September 26, 1996, between ELM and DHC, the
transaction must be approved by a majority of the independent directors of DHC.
If the transaction is consummated on the terms set forth in the Proposal,
Bionova International's ownership interest in DHC would increase from 70% to
80.6% (assuming conversion of its preferred stock). A copy of the Proposal is
attached hereto as Exhibit 1.
2
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Except as contemplated by the Proposal, none of the Reporting Persons has
any present plans or proposals that relate to or would result in or cause the
events listed below; however, from time to time in the ordinary course of
business and consistent with their fiduciary duties, such persons may consider
such plans or proposals in the future:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Proposal dated July 16, 1998 submitted by Bionova
International to DHC.
Exhibit 2 - Governance Agreement dated September 26, 1996, between ELM
and DHC (incorporated by reference to the Schedule 13D filed
by the Reporting Persons on October 7, 1996)
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SIGNATURES
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.
Date: July 20, 1998 BIONOVA INTERNATIONAL, INC.
By: /s/ BERNARDO JIMENEZ
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Name: Bernardo Jimenez
Title: Chief Executive Officer
BIONOVA, S.A. DE C.V.
By: /s/ BERNARDO JIMENEZ
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Name: Bernardo Jimenez
Title: Attorney-in-Fact
EMPRESAS LA MODERNA, S.A. DE C.V.
By: /s/ BERNARDO JIMENEZ
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Name: Bernardo Jimenez
Title: Attorney-in-Fact
/s/ ALFONSO ROMO GARZA
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Alfonso Romo Garza
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INDEX TO EXHIBITS
Exhibit 1 - Proposal dated July 16, 1998 submitted by Bionova
International to DHC.
Exhibit 2 - Governance Agreement dated September 26, 1996, between ELM
and DHC (incorporated by reference to the Schedule 13D filed
by the Reporting Persons on October 7, 1996)
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BIONOVA INTERNATIONAL, INC.
July 16, 1998
To: DNAP Holding Corporation
Board of Directors
Bionova International, Inc., A Delaware corporation ("Bionova"), hereby
proposes to enter into a capitalization transaction with DNAP Holding
Corporation, a Delaware corporation ("DNAP Holding"), on the following terms:
1. Bionova would make a $50 million cash contribution to DNAP Holding in
return for (i) 3,800,000 shares of common stock of DNAP Holding at a
purchase price of $5.00 per share and (ii) 1,000 shares of convertible
preferred stock of DNAP Holding. Each share of preferred stock would
be convertible into 6,200 shares of common stock (valued at $5.00 per
common share on conversion), subject to the authorization of a
sufficient number of additional common shares to permit conversion.
It is expected an increase in the number of authorized common shares
sufficient to permit conversion of all of the shares of preferred
stock would be submitted to the stockholders for consideration at the
next stockholders meeting, which would be the earlier of the 1999
annual meeting of stockholders or a special meeting of stockholders if
so called by the Board of Directors.
2. In addition to the conversion privilege, this preferred stock will
have the following rights and privileges: (i) holders of the preferred
stock would be entitled to designate two additional directors to the
DNAP Holding Board of Directors (the size of the board would be
increased to eleven), and (ii) the preferred stock would have a
liquidation preference.
3. The cash contributed by Bionova International will be used to (i)
retire $35 million of the currently outstanding debt of DNAP Holding
and its subsidiaries to ELM and/or other creditors, and (ii) provide
cash for ongoing operations and acquisitions.
4. It is anticipated that DNAP Holding will also arrange a $100 million
financing facility through Harris Bank or some other financial
institution.
5. Bionova International would use its best efforts to arrange for ELM to
agree to any amendments to the Governance Agreement that are necessary
to permit the foregoing transactions.
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By carrying out the transactions discussed above, DNAP Holding could
accomplish two primary goals. These are to properly capitalize DNAP Holding so
it can carry on its operations and planned acquisitions, and, in so doing, to
correct the deficiency DNAP Holding currently has regarding the NASDAQ National
Market listing criteria so it can retain its listing.
We look forward to hearing from you with regard to this proposal.
Very truly yours,
BIONOVA INTERNATIONAL INC.
