SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
DNA PLANT TECHNOLOGY CORPORATION
COMMON STOCK, PAR VALUE $0.01 PER SHARE
2332361
(CUSIP Number)
JOHN W. WARD
E. I. DU PONT DE NEMOURS AND COMPANY
(302) 774-4103
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 1995
------------------------
(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 filed 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>
STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
******************************************
Items 2, 5, 6, and 7 of the statement filed pursuant to
Rule 13d-1 under Section 13(d) of the Securities and Exchange Act
of 1934 by E. I. du Pont de Nemours and Company ("DuPont"), (the
"Statement"), are further amended by the information set forth
below to reflect execution of a new agreement between DNA Plant
Technology, Inc. ("DNAP") and DuPont and Du Pont Chemical and
Energy Operations, Inc. ("DCEO"), a wholly-owned subsidiary of
DuPont.
Item 2. Identity and Background
The name and principal business address of the persons
filing this statement are:
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Du Pont Chemical and Energy Operations, Inc.
1007 Market Street
Wilmington, Delaware 19898
DuPont was founded in 1802 and was incorporated in
Delaware in 1915. The company is the largest United States
chemical producer and is one of the leading chemical producers
worldwide. The company conducts fully integrated petroleum
operations primarily through its wholly owned subsidiary Conoco
Inc. and, in 1993, ranked eighth in the worldwide production of
petroleum liquids by U.S.-based companies, ninth in the
production of natural gas, and seventh in refining capacity.
Conoco Inc. and other subsidiaries and affiliates of DuPont
conduct exploration, production, mining, manufacturing or selling
activities, and some are distributors of products manufactured by
the company.
The company operates globally through approximately
twenty strategic business units. Within the strategic business
units approximately 85 businesses manufacture and sell a wide
<PAGE>
range of products to many different markets, including the
energy, transportation, textile, construction, automotive,
agricultural, printing, health care, packaging and electronics
markets.
The company and its subsidiaries have operations in
about 70 nations worldwide and, as a result, about 47% of
consolidated sales are derived from sales outside the United
States, based on the location of the corporate unit making the
sale. Total worldwide employment at year-end 1994 was about
107,000 people.
DCEO was incorporated in Delaware in 1988 and is
limited by its certificate of incorporation to the making,
maintenance and management of its intangible investments and the
collection and distribution of the income from such investments.
DCEO is a wholly-owned indirect subsidiary of DuPont.
Information concerning the directors and executive
officers of DuPont and DCEO is contained in an updated Schedule A
attached hereto. Neither DuPont, DCEO, nor, to the knowledge of
DuPont and DCEO, any of the persons listed in Schedule A hereto
has been involved in any proceeding which would require
disclosure under paragraphs (d) and (e) of this Item.
Item 5. Interest in Securities of the Issuer
DuPont and DCEO beneficially own 3,000,000 shares of
DNAP Common Stock. Based on the number of shares of DNAP Common
Stock issued and outstanding as of March 24, 1995 (30,815,838),
and adding to that number the 2,750,000 shares of DNAP Common
Stock which DuPont may acquire upon conversion of the Series A
Convertible Preferred Stock (the 3,000,000 shares of DNAP Common
Stock and the Series A Convertible Preferred Stock being referred
to hereafter as the "Current Shares"), DuPont and DCEO
beneficially own 17.1 percent of DNAP Common Stock. DuPont and
DCEO share power to vote and to dispose of 3,000,000 shares of
DNAP Common Stock.
Except as described herein, neither DuPont, DCEO nor,
to the knowledge of DuPont and DCEO, any of the persons listed in
Schedule A hereto beneficially owns any equity securities of
DNAP. Additionally, neither DuPont, DCEO nor, to the knowledge
of DuPont and DCEO, any of the persons listed in Schedule A has
effected any transaction in the equity securities of DNAP during
the past sixty days.
Item 6. Contracts, Arrangements or Understandings
With Respect to Securities of the Issuer
Except as described herein and Amendments No. 1 and No.
2 to this Schedule 13D, neither DuPont, DCEO nor, to the
knowledge of DuPont and DCEO, any of the persons listed on
Schedule A hereto has engaged in any contracts, arrangements,
<PAGE>
understandings or relationships requiring disclosure pursuant to
this Item.
DuPont, DCEO and DNAP recently executed new agreements
(the "1995 Agreements") addressing the following matters:
(a) If, prior to March 1, 1997, DNAP files a
registration statement under the Securities Act of 1933 with
respect to a primary underwritten offering by DNAP of shares of
DNAP Common Stock and DuPont and DCEO have not, prior to the
filing date of such registration statement, sold or transferred
any of the Current Shares pursuant to Section 1.01(b)(i) of the
1995 Agreement (described below), DNAP will use its best efforts
to include in such registered offering 1,000,000 shares of DNAP
Common Stock owned by DuPont or DCEO.
(b) DuPont and DCEO agree that, prior to March 1,
1997, they will not exercise any registration rights with respect
to, and will not, in the NASDAQ over-the-counter market (or other
exchange on which the DNAP Common Stock is traded) sell any of
the Current Shares, except that (i) DuPont or DCEO may sell up to
1,000,000 shares of DNAP Common Stock (A) pursuant to Section
1.01(a) of the 1995 Agreement (described above) or (B), after
March 1, 1996, in the NASDAQ over-the-counter market (or other
exchange on which DNAP Common Stock is traded) and (ii) DuPont
and DCEO may sell any or all of the Current Shares (then held by
DuPont or DCEO) in private placement transactions, provided that
the purchaser or purchasers thereof agree with DNAP in writing to
be bound by the provisions of the 1995 Agreement.
(c) The registration of shares of DNAP Common Stock
owned by DuPont or DCEO as provided by the 1995 Agreement will be
deemed to be a "Piggyback Registration" as defined in the 1994
Agreement and shall be subject to all of the terms and provisions
of the 1994 Agreement insofar as they relate to a Piggyback
Registration, except that no part of any non-accountable expense
allowance payable to the underwriters of such offering shall be
paid by DuPont or DCEO.
(d) DuPont's and DCEO's preemptive rights pursuant to
the 1988 Stock Purchase Agreement have also been terminated.
(e) DuPont and DNAP have also reached a number of
other agreements with regard to technology rights.
Item 7. Material to be Filed as Exhibits
The following agreements are filed as an exhibit to
this Amendment No. 3 to Schedule 13D.
A. Agreement dated as of May 10, 1995 between
E. I. duPont de Nemours and Company, Du Pont
Chemical and Energy Operations Inc. and DNA Plant
Technology Corporation.
<PAGE>
B. Agreement dated May 23, 1995 between DuPont and
DCEO in which both agree that this Amendment 3 to
the Statement is filed on behalf of both of them.
<PAGE>
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.
Dated: May 23, 1995
E. I. Du Pont de Nemours and Company
By----------------------------------
C. L. Henry
Senior Vice President
Du Pont Chemical and Energy Operations, Inc.
By----------------------------------
John C. Sargent
President
<PAGE>
SCHEDULE A
1. Set forth below are the name, address and present
principal occupation or employment with E. I. du Pont de Nemours
and Company of each director and executive officer. With the
excpetion of Percy N. Barnevik, who is a Swedish citizen, each
person listed below is a citizen of the United States of America.
NAME AND ADDRESS POSITION
---------------- --------
Directors
---------
Percy N. Barnevik President and Chief
ABB Asea Brown Boveri Ltd. Executive Officer
P. O. Box 8131 ABB Asea Brown Boveri Ltd.
CH-8050
Zurich Switzerland
Andrew F. Brimmer President
Brimmer & Company, Inc. Brimmer & Company, Inc.
4400 MacArthur Blvd., NW
Suite 302
Washington, D.C. 20007
Louisa C. Duemling Director
c/o John Thayer
1100 DuPont Building
1007 Market Street
Wilmington, DE 19898
Edward B. du Pont Director
1011 Wilmington Trust Center
Wilmington, DE 19801
Charles M. Harper Chairman and Chief
Suite 1500 Executive Officer
One Central Park Plaza RJR Nabisco Holdings, Inc.
Omaha, NE 68102
<PAGE>
John A. Krol * Vice Chairman
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Constantine S. Nicandros * Vice Chairman
Conoco Inc.
Conoco Center
600 North Dairy Ashford, PE 3034
Houston, TX 77079
William K. Reilly Visiting Professor
Institute for International Stanford University
Studies
Encina Hall, Room 200
Stanford University
Stanford, CA 91305-6055
H. Rodney Sharp, III Director
9000 Du Pont Building
1007 Market Street
Wilmington, DE 19898
Charles M. Vest President
111 Memorial Drive Massachusetts Institute of
Cambridge, MA 02142 Technology
Edgar S. Woolard, Jr. * Chairman of the Board
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Executive Officers
------------------
Jerald A. Blumberg Senior Vice President
DuPont Fibers
Chestnut Run Plaza - WR 2147
1007 Market Street
Wilmington, DE 19898
--------------------------
* Also an Executive Officer of E. I. du Pont
de Nemours and Company
<PAGE>
Archie W. Dunham Senior Vice President
Conoco Inc.
PE-3020
600 N. Dairy Ashford
Houston, TX 77079
Gary W. Edwards Senior Vice President
Conoco Inc.
PE-3052
600 N. Dairy Ashford
Houston, TX 77079
Michael B. Emery Senior Vice President
DuPont Engineering and
DuPont Information Systems
N-3408
1007 Market Street
Wilmington, DE 19898
Charles L. Henry Senior Vice President
DuPont Finance
D-8000
1007 Market Street
Wilmington, DE 19898
Charles O. Holliday, Jr. Senior Vice President
DuPont Tower/Shin-Nikko Bldg.
10-1 Toranomon 2-Chome
Minato-ku
Tokyo, Japan 105
Robert v.d. Luft Senior Vice President
B-17235
1007 Market Street
Wilmington, DE 19898
Robert E. McKee, III Senior Vice President
Conoco Inc.
PE-3070
600 N. Dairy Ashford
Houston, TX 77079
Joseph A. Miller Senior Vice President
DuPont Research and Development
9000 Du Pont Building
1007 Market Street
Wilmington, DE 19898
Stacey J. Mobley Senior Vice President
DuPont External Affairs
N-9510
1007 Market Street
Wilmington, DE 19898
<PAGE>
Howard J. Rudge Senior Vice President and
DuPont Legal General Counsel
D-7038
1007 Market Street
Wilmington, DE 19898
2. Set forth below are the names and addresses and
positions with DCEO of each director and executive officer of
DCEO. With the exception of Mireille Quirna, who is a French
citizen, each person listed below is a citizen of the United
States of America.
NAME AND ADDRESS POSITION
---------------- --------
John C. Sargent Director and President
D-8036
1007 Market Street
Wilmington, DE 19898
Charles L. Downing Director, Vice President
D-8003 and Treasurer
1007 Market Street
Wilmington, DE 19898
E. Catherine Stump Director
D-9098
1007 Market Street
Wilmington, DE 19898
Mireille Quirina Vice President
DuPont de Nemours International S.A.
2, Chemin du Pavillon
P. O. Box 50
CH-1218 Le Grand Saconnex
Geneva, Switzerland
Ann L. Douglas Secretary
D-8058
1007 Market Street
Wilmington, DE 19898
<PAGE>
EXHIBIT A
AGREEMENT
AGREEMENT, dated as of May 10, 1995, between DNA PLANT
TECHNOLOGY CORPORATION, a Delaware corporation with offices at
6701 San Pablo Avenue, Oakland, California 94608 ("DNAP"),
E. I. DU PONT DE NEMOURS AND COMPANY, a Delaware corporation with
offices at Barley Mill Plaza - Building 38, 4301 Lancaster Pike,
Wilmington, Delaware 10805 ("EID"), and Du Pont Chemical and
Energy Operations, Inc., a Delaware corporation with offices at
1007 Market Street, Wilmington. Delaware 19898 ("DCEO") (EID and
DCEO being jointly referred to as "DuPont").
W I T N E S S E T H :
WHEREAS, DCEO currently owns 1,000,000 shares of common
stock par value $.01 per share ("DNAP Common Stock"), of DNAP and
EID owns 2,000,000 shares of DNAP Common Stock and 2,750 shares
of DNAP Series A Convertible Preferred Stock par value $.01 per
share, which is currently convertible into 2,750,000 shares of
DNAP Common Stock (all of such DNAP securities being referred to
hereafter as the "Current Shares");
WHEREAS, pursuant to both a Stock Purchase Agreement, dated
as of December 9, 1988 (the "1988 Agreement"), and a Stock
Purchase Agreement, dated as of January 17, 1994 (the "1994
Agreement"), between DNAP and DuPont, DuPont has certain demand
and piggyback registration rights with regard to the Current
Shares;
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
1.01 Lock-up and Registration.
(a) If, prior to March 1, 1997, DNAP files a
registration statement under the Securities Act of 1933 with
respect to a primary underwritten offering by DNAP of shares of
DNAP Common Stock and DuPont has not, prior to the filing date of
such registration statement, sold or transferred any of the
Current Shares pursuant to Section 1.01(b)(i), DNAP will use its
best efforts to include in such registered offering 1,000,000
shares of DNAP Common Stock owned by DuPont.
(b) DuPont agrees that, prior to March 1, 1997, it
will not exercise any registration rights with respect to, and
will not, in the NASDAQ over-the-counter market (or other
exchange on which the DNAP Common Stock is traded) sell any of
<PAGE>
the Current Shares, except that (i) DuPont may sell up to
1,000,000 shares of DNAP Common Stock (A) pursuant to Section
1.01(a) or (B), after March 1, 1996, in the NASDAQ
over-the-counter market (or other exchange on which DNAP Common
Stock is traded) and (ii) DuPont may sell any or all of the
Current Shares (then held by DuPont) in private placement
transactions, provided that the purchaser or purchasers thereof
agree with DNAP in writing to be bound by the provisions of this
Section 1.01(b).
(c) The registration of shares of DNAP Common Stock
owned by DuPont as provided by Section 1.01(a) shall be deemed to
be a "Piggyback Registration" as defined in the 1994 Agreement
and shall be subject to all of the terms and provisions of the
1994 Agreement insofar as they relate to a Piggyback
Registration, except that no part of any non-accountable expense
allowance payable to the underwriters of such offering shall be
paid by DuPont.
1.02 Conditions to Obligations
The obligations of the parties hereto are subject to
the execution and delivery by the parties thereto of a certain
technology licensing agreement between DNAP and EID dated as of
the date hereof (the "1995 Technology Agreement").
ARTICLE II
Other Matters
2.01 Termination of Right of First Refusal.
Section 6.2 of the 1988 Agreement is hereby terminated
and of no further force or effect.
ARTICLE III
Miscellaneous
3.01 Communications.
All notices or other communications hereunder shall be
in writing and shall be given by registered or certified mail
(postage prepaid and return receipt requested), by an overnight
courier service which obtains a receipt to evidence delivery, or
by telex or facsimile transmission (provided that written
confirmation of receipt is provided), addressed as set forth
below:
If to DNAP:
DNA Plant Technology Corporation
6701 San Pablo Avenue
Oakland, California 94608
<PAGE>
Attention: Chief Executive Officer
With a copy to:
DNA Plant Technology Corporation
6701 San Pablo Avenue
Oakland, CA 94608
Attention: Chief Financial Officer
If to DuPont:
E. I. du Pont de Nemours and Company
Barley Mill Plaza - Building 38
4301 Lancaster Pike
Wilmington, Delaware 19806
Attention: Director of Finance
DuPont Agricultural Products
With a copy to:
E. I. du Pont de Nemours and Company
Barley Mill Plaza - Building 38
4301 Lancaster Pike
Wilmington, Delaware 19806
Attention: Louis DelVecchio, Esq.
If to DCEO:
DuPont, Chemical and Energy Operations, Inc.
1007 Market Street
DuPont Building, Room 8045
Wilmington, Delaware 19898
Attention: Tom Schmelzer
or such other address as either party may designate to the other
in accordance with the aforesaid procedure. All notices and other
communications sent by overnight courier service shall be deemed
to have been given as of the next business day after delivery
thereof to such courier service, those given by telex or
facsimile transmission shall be deemed given when sent and all
notices and other communications sent by mail shall be deemed
given as of the third business day after the date of deposit in
the United States mail.
<PAGE>
3.02 Successors and Assigns.
Neither party may sell, assign, transfer or otherwise
convey any of its rights or delegate any of its duties under this
Agreement, except (i) to (A) a corporation which has succeeded to
substantially all of the business and assets of such party and
has assumed in writing its obligations under this Agreement and
(B) a majority-owned subsidiary of a party, provided that the
assignee will remain liable in the event of default by its
assignee, notwithstanding such assignment and (ii) DuPont may
assign its rights and delegate its duties under this Agreement,
the 1988 Agreement and the 1994 Agreement (other than (x) any
rights pursuant to Section 6.1 of the 1988 Agreement, which
Section 6.1 shall terminate upon such assignment or delegation,
and (y) any demand registration rights with regard to the Current
Shares pursuant to Section 7.5 of the 1988 Agreement and Section
5.02 of the 1994 Agreement to any purchaser of less than
1,000,000 shares of DNAP Common Stock (provided that the total
number of demand registrations pursuant to the 1988 Agreement and
the 1994 Agreement shall not be increased after any assignment by
DuPont), and (z) any piggyback registration rights with regard to
the Current Shares pursuant to Section 7.6 of the 1988 Agreement
or Section 5.03 of the 1994 Agreement) to any purchaser of the
Current Shares pursuant to Section 1.01(b)(ii). This Agreement
shall be binding on the parties hereto and such respective
permitted successors and assigns.
3.03 Amendments and Waivers.
Neither this Agreement nor any term hereof may be
changed or waived (either generally or in a particular instance
and either retroactively or prospectively) absent the written
consent of DNAP and DuPont.
3.04 Survival.
The covenants and agreements made herein or in any
certificate or document executed in connection herewith shall
survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
3.05 Delays or Omissions; Waiver.
No delay or omission to exercise any right, power or
remedy accruing to either DNAP or DuPont upon any breach or
default by the other under this Agreement shall impair any such
right, power or remedy nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein or in
any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.
<PAGE>
3.06 Entire Agreement.
This Agreement (together with the 1995 Technology
Agreement and the 1988 Agreement and the 1994 Agreement) contain
the entire understanding of the parties with respect to their
respective subject matter and all prior negotiations,
discussions, commitments and understandings heretofore had
between them with respect thereto are merged herein and therein.
3.07 Headings.
All article and section headings herein are inserted
for convenience only and shall not modify or affect the
construction or interpretation of any provision of this
Agreement.
3.08 Counterparts; Governing Law.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to
rules governing the conflict of laws.
3.09 Costs.
Each party hereto shall be responsible for its own
costs and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and thereby,
including, without limitation, the fees and expenses of such
party's accountants, lawyers and investment bankers.
3.10 Further Actions.
At any time and from time to time, each party agrees,
without further consideration, to take such actions and to
execute and deliver such documents as may be reasonably necessary
to effectuate the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
DNA PLANT TECHNOLOGY CORPORATION
By------------------------------
Name: Chris Braunlich
Title: Chief Financial Officer
<PAGE>
E. I. DU PONT DE NEMOURS AND COMPANY
By------------------------------
Name:
Title:
DU PONT CHEMICAL AND ENERGY
OPERATIONS, INC.
By------------------------------
Name:
Title:
<PAGE>
EXHIBIT B
AGREEMENT
By this Agreement, the undersigned agree that the
Amendment No. 3 to Schedule 13D being filed on or about this date
with respect to the ownership by the undersigned of shares of
Common Stock of DNA Plant Technology Corporation is being filed
on behalf of each of us.
Dated: May 23, 1995
E. I. du Pont de Nemours and Company
By-------------------------------------
C. L. Henry
Senior Vice President
DuPont Chemical and Energy Operations, Inc.
By-------------------------------------
John C. Sargent
President
