SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
DNA PLANT TECHNOLOGY CORPORATION
COMMON STOCK, PAR VALUE $0.01 PER SHARE
2332361
(CUSIP Number)
CALISSA W. BROWN
E. I. DU PONT DE NEMOURS AND COMPANY
(302) 773-7145
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 1996
------------------------
(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 a change in the percentage of outstanding Shares
of Common Stock of DNA Plant Technology, Inc. ("DNAP")
beneficially owned by DuPont and Du Pont Chemical and Energy
Operations, Inc. ("DCEO"), occurring as the result of the merger
of DNAP with Bionova Acquisition, Inc., a subsidiary of Bionova
U.S. Inc. ("Bionova"). After the merger, Bionova will be known
as DNAP Holding Corporation.
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. DuPont is one of the two largest chemical
producers in the United States and is one of the leading chemical
producers worldwide. It conducts fully integrated petroleum
operations primarily through its wholly owned subsidiary Conoco
Inc. and, in 1994, ranked eighth in the worldwide production of
petroleum liquids by U.S.-based companies, tenth in the
production of natural gas, and sixth 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
DuPont.
DuPont operates globally through approximately twenty
strategic business units. Within the strategic business units
approximately 85 businesses manufacture and sell a wide range of
products to many different markets, including the energy,
transportation, textile, construction, automotive, agricultural,
printing, health care, packaging and electronics markets.
DuPont and its subsidiaries have operations in about
70 nations worldwide and, as a result, approximately 50% of
consolidated sales are derived from sales outside the United
States, based on the location of the corporate unit making the
<PAGE>
sale. Total worldwide employment at year-end 1995 was about
105,000 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, direct 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
As a result of the combination of DNAP with Bionova,
DCEO received 575,000 shares or 3.1 percent of the issued and
outstanding Common Stock of DNAP Holding Corporation in exchange
for the 5,750,000 shares of DNAP Common Stock owned by DCEO and
DuPont.
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, 2, 3
and 4 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,
understandings or relationships requiring disclosure pursuant to
this Item.
Item 7. Material to be Filed as Exhibits
The following documents are filed as an exhibit to this
Amendment No. 5 to Schedule 13D.
A. Agreement dated October 9, 1996 between DuPont and
DCEO in which both agree that this Amendment 5 to
the Statement is filed on behalf of both of them.
B. Certified copy of the resolution of the Board of
Directors of DuPont authorizing any Vice President
of DuPont Finance to execute any and all reports
made by DuPont to the Securities and Exchange
Commission pursuant to the Securities Exchange Act
of 1934.
<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: October 9, 1996
E. I. Du Pont de Nemours and Company
/s/ John C. Sargent
By----------------------------------
John C. Sargent
Vice President - DuPont Finance
Du Pont Chemical and Energy Operations, Inc.
/s/ John C. Sargent
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
exception of Percy N. Barnevik, who is a Swedish citizen, and
Goro Watanabe, who is a Japanese citizen, each person listed
below is a citizen of the United States of America.
NAME AND ADDRESS POSITION
- ---------------- --------
Directors
- ---------
Percy N. Barnevik Chairman 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 and Director
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
Archie W. Dunham Director
Conoco Inc.
PE-3034
600 North Dairy Ashford
Houston, TX 77079
Edward B. du Pont Director
1011 Wilmington Trust Center
Wilmington, DE 19801
Charles M. Harper Director
Suite 1500
One Central Park Plaza
Omaha, NE 68102
<PAGE>
Lois D. Juliber President
Colgate-Palmolive Colgate-Palmolive
300 Park Avenue North America
New York, NY 10022 Colgate-Palmolive Company
John A. Krol * Director
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
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
Goro Watanabe Executive Vice President
2-1 Ohtemachi 1-chome Mitsui & Co., Ltd.
Chiyoda-ku, Tokyo 100 Japan
Edgar S. Woolard, Jr. Chairman of the Board
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
- --------------------------
* Also an Executive Officer of E. I. du Pont
de Nemours and Company
<PAGE>
Executive Officers
- ------------------
Jerald A. Blumberg Executive Vice President
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Archie W. Dunham Executive Vice President
Conoco Inc.
PE-3034
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 Integrated
Operations
B-8235
1007 Market Street
Wilmington, DE 19898
Charles O. Holliday, Jr. Executive Vice President
DuPont Asia Pacific
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
John A. Krol President and CEO
Administration
9000 DuPont Building
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
E-328/411
Rt. 141 and Henry Clay
Wilmington, DE 19880
<PAGE>
Stacey J. Mobley Senior Vice President
DuPont External Affairs
N-9510
1007 Market Street
Wilmington, DE 19898
Howard J. Rudge Senior Vice President and
DuPont Legal General Counsel
D-7038
1007 Market Street
Wilmington, DE 19898
<PAGE>
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 Quirina and Robert Gachot,
who are French citizens, 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
Robert Gachot Director, Vice President
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
<PAGE>
EXHIBIT A
AGREEMENT
By this Agreement, the undersigned agree that the
Amendment No. 4 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: October 9, 1996
E. I. du Pont de Nemours and Company
/s/ John C. Sargent
By-------------------------------------
John C. Sargent
Vice President - DuPont Finance
DuPont Chemical and Energy Operations, Inc.
/s/ John C. Sargent
By-------------------------------------
John C. Sargent
President
<PAGE>
EXHIBIT B
OFFICE OF THE CHAIRMAN
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
RESOLVED, that the Chairman of the Board, any Vice
Chairman, any Vice President - DuPont Finance, any Assistant
Treasurer, or any Assistant Controller, each hereby is
authorized, in the name and on behalf of E. I. du Pont de Nemours
and Company, to execute any and all reports made by this Company
to the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
This is to certify that the foregoing is a true copy of
action duly taken by the Office of the Chairman of E. I. du Pont
de Nemours and Company on April 29, 1992, as last amended
effective October 1, 1995, pursuant to resolution adopted by the
board of Directors of E. I. du Pont de Nemours and Company on
March 17, 1975, and still is in full force and effect.
/s/ Mary E. Bowler
______________________
Mary E. Bowler
Assistant Secretary
E. I. du Pont de Nemours and Company
Dated: October 9, 1996
