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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. 1)<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)
May 17, 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 (See Item 5 below.)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED
BY EACH n/a
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
30,146,114 (See Item 5 below.)
10. SHARED DISPOSITIVE POWER
n/a
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,146,114 (See Item 5 below.)
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. 1 amends Item 5 of the Schedule 13D filed by the
Company on April 10, 1996, to reflect the Company's receipt of an additional
17,673 shares of Common Stock of the Issuer and to reflect the Company's
subsequent sale of 15,000 shares of Common Stock of the Issuer. The
30,143,441 shares of Common Stock received by the Company at the closing of
the transactions contemplated by the Reorganization Agreement and reported by
the Company on the original Schedule 13D was based on the number of shares of
Common Stock of the Issuer outstanding as of the most recent practicable date
prior to closing. Subsequent to such date but prior to closing, the Issuer's
employee stock ownership plan made a purchase of Common Stock. Accordingly,
the Company was entitled to receive an additional 17,673 shares of Common
Stock to maintain its 49.9% ownership interest.
On May 17, 1996, the Company sold 15,000 shares of Common Stock of the
Issuer to the revocable living trust of Mr. John E. Robson in consideration
for Mr. Robson's services as a director of the Issuer. Such shares of Common
Stock are subject to certain forfeiture provisions and restrictions on
transfer.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended by deleting paragraphs (a) and (b) thereof and
inserting the following in lieu thereof:
(a) As determined in accordance with Rule 13d-3, the Company is the
beneficial owner of 30,146,114 shares of Common Stock, representing
approximately 49.9% of the total issued and outstanding Common Stock.
(b) As determined in accordance with Rule 13d-3, the Company has sole voting
power and sole dispositive power with respect to 30,146,114 shares of Common
Stock.
Signature
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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: June 5, 1996 MONSANTO COMPANY, a Delaware corporation
By: /s/ Karl R. Barnickol
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Name: Karl R. Barnickol
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Title: Assistant Secretary
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