AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2 -- FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
(AMENDMENT NO. 7)
(Pursuant to Section 13(d) of the Securities Exchange Act of 1934)
CALGENE, INC.
(Name of issuer)
MONSANTO ACQUISITION COMPANY, INC.
MONSANTO COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
129598 10 8
(CUSIP number of class of securities)
R. WILLIAM IDE, III, ESQ.
MONSANTO COMPANY & MONSANTO ACQUISITION COMPANY, INC.
800 N. LINDBERGH BOULEVARD
ST. LOUIS, MISSOURI 63167
(314) 694-1000
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of persons filing statement)
COPY TO:
ERIC S. ROBINSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
APRIL 7, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER.
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
$242,759,368* $48,553**
* For purposes of fee calculation only. The total transaction
value is based on 66,741,035 Shares outstanding as of April 2,
1997 less 36,396,114 Shares owned by Parent and Purchaser,
multiplied by the offer price of $8.00 per Share.
** The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934 equals
1/50 of 1% of the value of the shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2).
Amount Previously Paid: $48,553
Filing Parties: Monsanto Company, Monsanto
Acquisition Company, Inc.
Form of Registration No.: Schedule 14D-1
Date Filed: April 7, 1997
<PAGE>
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule 14D-1 filed
with the Securities and Exchange Commission on April 7, 1997 (as
amended from time to time, the "Schedule 14D-1") by Monsanto
Company ("Parent") and Monsanto Acquisition Company, Inc.
("Purchaser"). The Schedule 14D-1 and this Amendment relate to a
tender offer by Purchaser for all outstanding shares of common
stock, par value $.001 per share (the "Shares"), of Calgene, Inc.
(the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 7, 1997 (the "Offer to
Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are filed as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule 14D-1.
Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Offer to Purchase.
This Amendment is also Amendment No. 7 to Schedule 13D of
Parent.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Each of paragraphs (a) and (b) of Item 6 are hereby
amended by adding at the end thereof the following:
The Offer expired at 12:00 midnight, New York
City time, on May 2, 1997. According to a preliminary count
by The First National Bank of Boston, the depositary for the
Offer, as of 12:00 midnight, New York City time, on May 2,
1997, there were validly tendered pursuant to the Offer
26,753,526 Shares (including 422,443 Shares tendered
pursuant to the procedures for guaranteed delivery set forth
in the Offer to Purchase), representing approximately 94.6%
of the total number of Shares currently outstanding.
Pursuant to the Offer, Purchaser has accepted for payment
all such Shares validly tendered in accordance with the
terms of the Offer.
The information set forth in the press release
issued by Parent on May 5, 1997 is incorporated herein by
reference and is filed as Exhibit (a)(10) to this Amendment.
ITEM 10. ADDITIONAL INFORMATION
The information set forth in the press release issued
by Parent on May 5, 1997 is incorporated herein by reference and
is filed as Exhibit (a)(10) to this Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release, dated May 5, 1997,
issued by Monsanto Company.<PAGE>
SIGNATURES
After due inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
MONSANTO COMPANY
By: /s/ Hendrik A. Verfaillie
Name: Hendrick A. Verfaillie
Title: Executive Vice President
MONSANTO ACQUISITION COMPANY, INC.
By: /s/ Hendrik A. Verfaillie
Name: Hendrick A. Verfaillie
Title: President
Dated: May 6, 1997<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(1)* Form of Offer to Purchase, dated April 7, 1997.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Form of Letter from Goldman, Sachs & Co. to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(4)* Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(5)* Form of Notice of Guaranteed Delivery.
(a)(6)* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7)* Summary Advertisement as published in The Wall Street
Journal on April 7, 1997.
(a)(8) Text of Joint Press Release, dated April 1, 1997, issued
by Calgene, Inc. and Monsanto Company (incorporated by
reference to Exhibit 3 to the Schedule 13D (Amendment No.
5) filed by Monsanto Company with the SEC on April 2,
1997).
(a)(9)* Text of Press Release, dated April 7, 1997, issued by
Monsanto Company.
(a)(10) Text of Press Release, dated May 5, 1997, issued by
Monsanto Company.
(b) Not applicable.
(c)(1) Agreement and Plan of Merger, dated as of March 31, 1997,
by and among Parent, Purchaser and the Company
(incorporated herein by reference to Exhibit 1 to the
Schedule 13D (Amendment No. 5) filed by Parent and
Purchaser with the Commission on April 1, 1997).
---------------------
* Previously filed<PAGE>
EXHIBIT
NO. DESCRIPTION
(c)(2) Amendment to the Amended and Restated Stockholders
Agreement, dated as of March 31, 1997, by and between
Parent and the Company (incorporated herein by reference
to Exhibit 2 to the Schedule 13D (Amendment No. 5) filed
by Parent and Purchaser with the Commission on April 1,
1997).
(c)(3) Agreement and Plan of Reorganization, dated as of October
13, 195, between Monsanto Company and Calgene, Inc. (A)
(c)(4) Stock Purchase Agreement, dated as of September 27, 1996,
between Monsanto Company and Calgene, Inc. (B)
(c)(5) Amended and Restated Stockholders Agreement, dated as of
November 12, 1996, between Monsanto Company and Calgene,
Inc. (B)
(c)(6) Stockholders Agreement, dated as of March 31, 1996,
between Monsanto Company and Calgene, Inc. (A)
(c)(7) Calgene Credit Facility Agreement, dated as of March 31,
1996, between Calgene, Inc. and Monsanto Company. (A)
(c)(8) Gargiulo Credit Facility Agreement, dated as of March 31,
1996, between Calgene, Inc. and Monsanto Company. (A)
(c)(9)* Complaint filed January 29, 1997, in Obstfeld v.
Salquist, et al.
(c)(10)* Complaint filed January 29, 1997, in Siegel v. Calgene,
Inc. et al.
(c)(11)* Complaint filed January 29, 1997, in Susser v. Kunimoto,
et al.
---------------------
* Previously filed
(A) Incorporated herein by reference to the Registration Statement on
Form S-4, filed by the Company with the SEC on February 6, 1996.
(B) Incorporated herein by reference to the Transition Report on Form
10-K for the six-month period ended December 31, 1996, filed by the
Company with the SEC on March 31, 1997.<PAGE>
EXHIBIT
NO. DESCRIPTION
(c)(12)* Complaint filed January 29, 1997, in Elstein v. Monsanto
Company, et al.
(c)(13)* Complaint filed January 29, 1997, in Manson v. Fortune,
et al.
(c)(14)* Complaint filed January 30, 1997, in Settle v. Monsanto
Company, et al.
(c)(15)* Complaint filed January 31, 1997, in Glickberg v.
Monsanto Company, et al.
(c)(16)* Complaint filed February 5, 1997, in Lewis v. Monsanto
Company, et al.
(c)(17)* Order of Consolidation, dated March 10, 1997.
(c)(18)* Memorandum of Understanding, dated March 31, 1997.
(c)(19)* Complaint filed by Fletcher Capital Markets, Inc. in the
United States District Court for the District of Delaware
on April 30, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
---------------------
* Previously filed
Exhibit (a)(10)
CONTACT: Scarlett Lee Foster
314-694-2883
[email protected]
MONSANTO COMPLETES TENDER OFFER
FOR SHARES OF CALGENE
ST. LOUIS, May 5, 1997 - Monsanto Company has successfully completed
its $8 per share cash tender offer to acquire shares of Calgene Inc., an
agricultural biotechnology firm, that Monsanto didn't already own.
At the expiration of the tender offer at midnight (Eastern Time) on May
2, 1997, approximately 26.8 million shares were tendered, or approximately
88 percent of Calgene's outstanding shares, other than those owned by
Monsanto. As a result of the tender offer, Monsanto and its affiliates now
own approximately 94 percent of the outstanding Calgene shares.
Monsanto expects to complete the merger of Calgene shortly and to
acquire the remaining shares at the same $8 per share in cash.
Monsanto is a global leader in agricultural biotechnology and in the
development and marketing of improved food and fiber crops. Monsanto is in
the process of creating a new life sciences company that will combine its
existing agricultural, food and pharmaceutical businesses and seek to
develop new businesses that capture synergies among these fields.
-o0o-
St. Louis
050597
