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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)<F*>
Calgene, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
129598 10 8
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(CUSIP Number)
Karl R. Barnickol, 800 N. Lindbergh Boulevard, St. Louis, Missouri 63167,
(314) 694-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 31, 1996
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(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.
<F*>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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SCHEDULE 13D
CUSIP NO. 129598 10 8
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
Monsanto Company: 43-0420020
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
n/a
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
n/a
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 30,146,114
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED
BY EACH n/a
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
30,146,114
10. SHARED DISPOSITIVE POWER
n/a
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,146,114
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
n/a
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 amends Item 6 of the Schedule 13D filed by the
Company on April 10, 1996.
Item 6. Contracts, Arrangements, Understandings, or Relationships
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with Respect to Securities of the Issuer.
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Item 6 is hereby amended by adding the following paragraph to the end
of Item 6.
On July 31, 1996, the Issuer announced in a press release, which is
submitted with this statement as an exhibit, that it and the Company
which currently owns 49.9% of the Issuer's common stock outstanding,
have entered into a letter of intent under which the Company will
purchase an additional 6.25 million shares of Issuer's common stock
at a price of $8.00 per share. This purchase would bring the Company's
equity ownership interest to approximately 54.6% and would cause a shift
in the composition of the Issuer's Board of Directors to provide for four
independent directors (three nominated by the Issuer and one nominated
by the Company), the Chief Executive Officer of the Issuer, and four
nominees of the Company. The closing of the transaction is subject to
execution of definitive written agreements, Issuer's shareholder approval,
and any necessary government approvals. The Issuer also announced that
Roger Salquist, who has served as the Issuer's Chairman and Chief Executive
Officer, has resigned from these positions and will continue to serve as a
director and consultant to the Issuer. Lloyd Kunimoto, currently Vice
President for Strategic Planning and Business Development at Calgene has
been named Acting Chief Executive Officer.
Item 7. Material to be Filed as Exhibits.
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1. Press Release of Calgene, Inc. dated July 31, 1996
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Date: August 8, 1996 MONSANTO COMPANY, a Delaware
corporation
By: /s/ Karen L. Knopf
-----------------------------------
Name: Karen L. Knopf
---------------------------------
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit
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99 Press Release of Calgene, Inc. dated July 31, 1996.
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CALGENE ANNOUNCES PLANNED $50 MILLION EQUITY INVESTMENT BY MONSANTO
Roger Salquist Resigns as CEO; to Continue as Director
DAVIS, Calif., July 31 /PRNewswire/ -- Calgene, Inc. (Nasdaq: CGNE)
today announced that it and Monsanto Company, which currently owns
49.9% of the Company's common stock outstanding, have entered into a
letter of intent under which Monsanto will purchase an additional
6.25 million shares of Calgene common stock at a price of $8 per share.
This purchase would bring Monsanto's equity ownership interest to
approximately 54.6%, and would cause a shift in the composition of the
Calgene Board of Directors to provide for four independent directors
(three of whom will be nominated by Calgene and one of whom will be
nominated by Monsanto), the CEO of Calgene, and four Monsanto nominees.
The closing of the transaction is subject to execution of a definitive
written agreement, Calgene shareholder approval and any necessary
government approvals.
"The significant new business growth opportunities at Calgene in
oils, cottonseed, and produce require a substantial increase in working
capital if Calgene is to realize the full potential of these
opportunities," stated Hendrik Verfaillie, Executive Vice President of
Monsanto. "The below plan performance of Calgene's fresh produce
business over the past nine months is being corrected, but this business
has consumed cash, instead of generating cash. Monsanto and Calgene
management have agreed that this equity infusion is the best way to
significantly reduce the Company's $6 million annual interest expense
and to provide the capital to fund an aggressive production scale-up of
the Company's proprietary Laurical(R) laurate canola food ingredient and
the full scale roll out in 1998 of Stoneville Pedigreed Seed Company's
BXN(R) plus Bt cottonseed. This investment demonstrates our commitment
to building shareholder value in Calgene," Verfaillie added.
The Company also announced that Roger Salquist, who has served as
Calgene's Chairman and CEO for over 12 years has resigned from these
positions. He will continue to serve as a director and consultant to
the Company. "My twelve years at Calgene have been the most exciting
and rewarding years of my life and I wouldn't have traded them for
anything," Salquist stated. "We single-handedly paved the way for
genetically engineered foods, established the world's leading
proprietary plant genetic engineering technology base and built the
finest team of people in the business. I look forward to continuing to
work with Calgene as a mentor and strategist," Salquist added.
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Lloyd Kunimoto, currently Vice President for Strategic Planning and
Business Development at Calgene has been named Acting CEO. The Company
intends to conduct a formal internal and external search for a permanent
CEO.
Calgene is an agricultural biotechnology company that is developing
plant varieties and plant products for the fresh produce, cotton seed
and industrial and edible plant oils markets. Stoneville Pedigreed Seed
Company, a wholly-owned subsidiary of Calgene, is the country's second
largest cottonseed company.
This press release contains forward-looking statements. Calgene's
actual results may differ significantly from those discussed in such
forward-looking statements as a result of various factors, including
competitive pricing pressures, the effects of weather and disease on
production, other production difficulties, delays in product development
and general market conditions.
-0- 7/31/96
/CONTACT: Carolyn Hayworth of Calgene, Inc., 916-753-6313/
(CGNE)
