SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
June 3, 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, 3, 4, 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 DCEO, occurring as
the result of the conversion by DuPont of Series A Convertible
Preferred Stock into 2,750,000 Shares of DNAP Common Stock. As
the parent company of DCEO, DuPont continues to be the beneficial
owner of all such DNAP shares held by DCEO.
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
<PAGE>
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
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 3. Source and Amount of Funds or Other Consideration
DuPont acquired an additional 2,750,000 shares of DNAP
Common Stock by exercising its rights to convert its Series A
Convertible Preferred Stock. No additional consideration was
paid.
Item 4. Purpose of Transaction
DNA Plant Technology Corporation has reached a
definitive agreement with Empresas La Moderna SA, ("ELM"), to
combine DNAP with ELM's subsidiary, Bionova S.A. de C.V. Since
the transaction is subject to the approval of DNAP common
shareholders, DuPont exercised its right to convert its Series A
Convertible Preferred Stock into DNAP Common Stock in order to
vote all of the 5,750,000 shares of DNAP Common Stock
beneficially owned by DuPont.
Item 5. Interest in Securities of the Issuer
As a result of the conversion of the Series A
Convertible Preferred Stock, DuPont and DCEO beneficially own
5,750,000 shares of DNAP Common Stock. Based on the number of
shares of DNAP Common Stock issued and outstanding as of March
12, 1996 (42,896,832), 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
<PAGE>
Convertible Preferred Stock being referred to hereafter as the
"Current Shares"), DuPont and DCEO beneficially own 13.4 percent
of DNAP Common Stock. DuPont and DCEO share power to vote and to
dispose of 5,750,000 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 and 3 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 agreements are filed as an exhibit to
this Amendment No. 3 to Schedule 13D.
A. Agreement dated June 10, 1996 between DuPont and
DCEO in which both agree that this Amendment 4 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: June 11, 1996
E. I. Du Pont de Nemours and Company
/s/ C. L. Henry
By----------------------------------
C. L. Henry
Executive Vice President
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
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 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
Edgar S. Woolard, Jr. Chairman of the Board
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Executive Officers
- ------------------
Jerald A. Blumberg Executive Vice President
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
- --------------------------
* Also an Executive Officer of E. I. du Pont
de Nemours and Company
<PAGE>
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 L. Henry Executive Vice President
DuPont Finance
D-8000
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
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
<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: June 10, 1996
E. I. du Pont de Nemours and Company
/s/ C. L. Henry
By-------------------------------------
C. L. Henry
Executive Vice President
DuPont Chemical and Energy Operations, Inc.
/s/ John C. Sargent
By-------------------------------------
John C. Sargent
President
