UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DEKALB Energy Company
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
244874 20 2
(CUSIP Number)
Douglas C. Roberts, DEKALB Genetics Corporation,
DeKalb, Illinois 50115 (815) 758-3461
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 4, 1994
(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).
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 244874 20 2 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas C. Roberts
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
179,152
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 179,152
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
277,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE
OVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE> Page 3 of 8 Pages
Introduction
This Amendment No. 2 amends the Schedule 13D filed by
Douglas C. Roberts on June 9, 1989, as amended by Amendment No. 1
thereto filed on January 26, 1990. This Amendment No. 2 reports,
among other things, that (i) Douglas C. Roberts has transferred
70,000 of the shares of Class A Common Stock of DEKALB Energy
Company, a Delaware corporation ("Energy"), held by him to trusts
of which has wife, Lynne Roberts, is the trustee, (ii) Douglas C.
Roberts and Lynne Roberts are filing a Schedule 13D (the "New
Schedule 13D") to report the beneficial ownership of shares
beneficially owned by them and (iii) because the New Schedule 13D
includes all of the shares of Class A Common Stock of Energy
reported by this Schedule 13D, no further amendments to this
Schedule 13D will be made and reference should be made to New
Schedule 13D for a description of the holdings of Douglas C.
Roberts and other related matters. Pursuant to Item 101(a)(ii)
of Regulation S-T of the Securities and Exchange Commission, this
Amendment No. 2 restates the text of the Schedule 13D filing,
other than previously filed paper exhibits to such Schedule 13D
filing and other than portions of such text which have been
superseded by an amendment to such Schedule 13D filing.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, No
Par Value, of Energy. The principal executive offices of Energy
are located at 700 9th Avenue, S.W., South Tower, Calgary,
Alberta, Canada T2P 3V4.
Item 2. Identity and Background.
This statement is filed by Douglas C. Roberts to report
the beneficial ownership of shares of Class A Common Stock of
Energy. Douglas C. Roberts is a United States citizen whose
address is 1449 Janet Street, Sycamore, Illinois 60178.
Douglas C. Roberts is the Director, U.S. Business Units
of DEKALB Genetics Corporation ("Genetics") and is also a member
of the Board of Directors of Genetics. Genetics was a wholly-
owned subsidiary of Energy prior to the pro rata distribution on
August 31, 1988 of all of the outstanding shares of capital stock
of Genetics to the stockholders of Energy. The principal
business of Genetics is the research, development, production and
sale of agricultural seed, swine and poultry breeding stock. The
principal executive offices of Genetics are located at 3100
Sycamore Road, DeKalb, Illinois 60115.
During the last five years Douglas C. Roberts has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years
he has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
<PAGE>
Page 4 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration.
149,133 of the shares of Class A Common Stock of Energy
reported in this statement were acquired as part of distributions
to Douglas C. Roberts on June 1, 1989 from certain trusts which
terminated on that date. No consideration was paid by Douglas C.
Roberts for the receipt of such shares of Class A Common Stock of
Energy.
Each of Mary R. Roberts and Charles C. Roberts, as
trustees of such terminated trusts, previously beneficially owned
and shared voting and investment power with respect to the shares
described above in this Item 3. In addition, Thomas H. Roberts,
Jr. shared investment power with respect to such shares. Charles
C. Roberts is the husband of Mary R. Roberts and the father of
Douglas C. Roberts. Mary R. Roberts is the wife of Charles C.
Roberts and the mother of Douglas C. Roberts. Thomas H. Roberts,
Jr. is the brother of Mary R. Roberts and the uncle of Douglas C.
Roberts.
Prior to the acquisitions described above in this Item
3, Douglas C. Roberts beneficially owned 74,783 shares of Class A
Common Stock of Energy. On June 1, 1989, Douglas C. Roberts gave
1,702 shares of Class A Common Stock of Energy to trusts of which
his children are the beneficiaries.
On September 27, 1989, Douglas C. Roberts acquired
beneficial ownership of 20,400 shares of Class A Common Stock of
Energy as a result of a gift of 6,800 of such shares by Mary R.
Roberts to a trust for the benefit of a child of Douglas C.
Roberts and gifts of 13,600 of such shares by Charles C. Roberts
to trusts for the benefit of children of Douglas C. Roberts.
Douglas C. Roberts is the trustee of such trusts. On January 8,
1990, Douglas C. Roberts acquired beneficial ownership of 2,460
shares of Class A Common Stock of Energy as a result of a gift by
Mary R. Roberts of 615 of such shares to a trust of which Douglas
C. Roberts is the beneficiary and trustee and gifts by Mary R.
Roberts of 1,845 of such shares to trusts for the benefit of the
children of Douglas C. Roberts. Lynne Roberts, the wife of
Douglas C. Roberts, is the trustee of such trusts. No
consideration was paid for the receipt of the shares described in
this paragraph.
On January 26, 1990, Douglas C. Roberts acquired
beneficial ownership of 12,821 shares of Class A Common Stock of
Energy in an exchange with Mary R. Roberts in which Douglas C.
Roberts exchanged 12,821 shares of Class B (non-voting) Common
Stock of Energy for such 12,821 shares of Class A Common Stock.
<PAGE>
<PAGE>
Page 5 of 8 Pages
On January 3, 1991, Douglas C. Roberts acquired
beneficial ownership of 4,130 shares of Class A Common Stock of
Energy as a result of a gift by Charles C. Roberts and Mary R.
Roberts of 826 of such shares to a trust of which Douglas C.
Roberts is the beneficiary and trustee; a gift by Charles C.
Roberts and Mary R. Roberts to Lynne Roberts of 826 of such
shares; and gifts by Charles C. Roberts and Mary R. Roberts of
2,478 of such shares to trusts for the benefit of the children of
Douglas C. Roberts. Lynne Roberts, is the trustee of such
trusts. No consideration was paid for the receipt of the shares
described in this paragraph.
On January 17, 1994, Douglas C. Roberts acquired
beneficial ownership of 7,250 shares of Class A Common Stock of
Energy as a result of a gift by Charles C. Roberts and Mary R.
Roberts of 1,450 of such shares to a trust of which Douglas C.
Roberts is the beneficiary and trustee; a gift by Charles C.
Roberts and Mary R. Roberts to Lynne Roberts of 1,450 of such
shares; and gifts by Charles C. Roberts and Mary R. Roberts of
4,350 of such shares to trusts for the benefit of the children of
Douglas C. Roberts. Lynne Roberts is the trustee of such trusts.
No consideration was paid for the receipt of the shares described
in this paragraph.
On March __, 1994, Douglas C. Roberts transferred
70,000 shares of Class A Common Stock of Energy to trusts of
which Lynne Roberts is the trustee. The beneficiaries of such
trusts are Douglas C. Roberts and the children of Douglas C.
Roberts and Lynne Roberts. No consideration was paid for the
transfer of the shares described in this paragraph.
Item 4. Purpose of Transaction.
Douglas C. Roberts is holding all the shares of Class A
Common Stock of Energy reported hereby for investment. As
described in the Introduction above, because the New Schedule 13D
includes all of the shares of Class A Common Stock of Energy
reported by this Schedule 13D, no further amendments to this
Schedule 13D will be made and reference should be made to the New
Schedule 13D for a description of the holdings of Douglas C.
Roberts and other related matters.
<PAGE>
<PAGE>
Page 6 of 8 Pages
Item 5. Interest in Securities of the Issuer.
(a) At the date hereof, Douglas C. Roberts
beneficially owned 277,976 shares of Class A Common Stock of
Energy, which represented approximately 11.9% of the issued and
outstanding shares of Class A Common Stock of Energy at the date
hereof. Douglas C. Roberts holds title to 158,752 of such shares
as trustee of a trust of which he is the beneficiary, and holds
title to 20,400 of such shares as trustee of trusts of which his
children are the beneficiaries. 96,548 shares of Class A Common
Stock of Energy which are reported in this statement are held by
trusts of which Douglas C. Roberts and/or his children are the
beneficiaries, and of which Lynne Roberts is the trustee. The
remaining 2,276 shares of Class A Common Stock of Energy reported
in this statement are held by Lynne Roberts. As described in the
Introduction above, because the New Schedule 13D includes all of
the shares of Class A Common Stock of Energy reported by this
Schedule 13D, no further amendments to this Schedule 13D will be
made and reference should be made to the New Schedule 13D for a
description of the holdings of Douglas C. Roberts and other
related matters.
(b) At the date hereof, Douglas C. Roberts had sole
voting and investment power with respect to 179,152 of the shares
of Class A Common Stock of Energy reported herein. Lynne Roberts
has sole voting and investment power with respect to the
remaining 98,824 shares of Class A Common Stock of Energy
reported herein.
(c) The only transactions during the past sixty days
in the Class A Common Stock of Energy by Douglas C. Roberts are
described in Item 3 above.
(d) No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of Class A Common Stock reported
herein, except that as described in the New Schedule 13D, Lynne
Roberts and the children of Douglas C. Roberts and Lynne Roberts
have an economic interest in certain of such shares.
(e) Although Douglas C. Roberts will continue to
beneficially own more than 5% of the Class A Common Stock of
Energy, as described in the Introduction above, because the New
Schedule 13D includes all of the shares of Class A Common Stock
of Energy reported in this Schedule 13D, no further amendments to
this Schedule 13D will be made and reference should be made to
the New Schedule 13D for a description of the holdings of Douglas
C. Roberts and other related matters.
<PAGE>
<PAGE>
Page 7 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
<PAGE>
<PAGE>
Page 8 of 8 Pages
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.
March 4, 1994
/s/ Douglas C. Roberts
Douglas C. Roberts
