As filed with the Securities and Exchange Commission on May 21, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13E-3
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
CALGENE, INC.
(Name of issuer)
CALGENE, INC.
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. LLOYD M. KUNIMOTO
MONSANTO COMPANY & MONSANTO ACQUISITION COMPANY, INC. CALGENE, INC.
800 N. LINDBERGH BOULEVARD 1920 FIFTH STREET
ST. LOUIS, MISSOURI 63167 DAVIS, CALIFORNIA
95616
(314) 694-1000 (916) 753-6313
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of persons filing statement)
Copies to:
__________
MARK G. BORDEN, ESQ. ERIC S. ROBINSON, ESQ. STEVEN J. TONSFELDT,ESQ.
HALE AND DORR WACHTELL, LIPTON, ROSEN & KATZ VENTURE LAW GROUP
60 STATE STREET 51 WEST 52ND STREET A PROFESSIONAL CORPORATION
BOSTON, MA 02109 NEW YORK, NY 10019 2800 SAND HILL ROAD
(617) 526-6000 (212) 403-1000 MENLO PARK, CA 94025
(415) 854-4488
________________________
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 Final Amendment (this "Final Amendment") amends and
supplements the Rule 13e-3 Transaction Statement on Schedule
13E-3 filed with the Securities and Exchange Commission on April
7, 1997 (as amended from time to time, the "Schedule 13E-3") by
Monsanto Company ("Parent"), Monsanto Acquisition Company, Inc.
("Purchaser"), and Calgene, Inc. (the "Company"). The Schedule
13E-3 and this Final Amendment relate to a tender offer by
Purchaser for all outstanding shares of common stock, par value
$.001 per share (the "Shares"), of 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 (d)(1) and (d)(2),
respectively, to the Schedule 13E-3. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed
to them in the Offer to Purchase.
The information contained in this Schedule 13E-3
concerning the Company and the Special Committee was supplied by
the Company. Parent and Purchaser take no responsibility for the
accuracy of such information.
ITEM 16. ADDITIONAL INFORMATION
Item 16 is hereby amended by adding the following text:
"On May 19, 1997, the Merger of Purchaser with and into
the Company became effective upon filing of the Certificate
of Merger with the Secretary of State of the State of
Delaware. As the surviving corporation in the Merger, the
Company became at that time a wholly owned subsidiary of
Parent. On May 20, 1997, the Company filed a Certification
and Notice of Termination of Registration on Form 15 with the
SEC terminating the registration of the Shares under Section
12(g) of the Exchange Act. The Company also advised the
National Association of Securities Dealers, Inc. of the
effectiveness of the Merger and on May 20, 1997 the Shares
were delisted from NASDAQ.
On May 21, 1997, Parent issued a press release relating
to the foregoing matters, the full text of which is
incorporated herein by reference and is filed as Exhibit
(d)(11) hereto."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(d)(11) Text of Press Release, dated May 21, 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.
CALGENE, INC.
By: /s/ Lloyd M. Kunimoto
Name: Lloyd M. Kunimoto
Title: President
MONSANTO COMPANY
By: /s/ Hendrik A. Verfaillie
Name: Hendrik A. Verfaillie
Title: Executive Vice President
MONSANTO ACQUISITION COMPANY, INC.
By: /s/ Hendrik A. Verfaillie
Name: Hendrik A. Verfaillie
Title: President
Dated: May 21, 1997<PAGE>
EXHIBIT INDEX
_____________
EXHIBIT
NO. DESCRIPTION
_______ ____________________________
(a) Not applicable.
(b)(1)* Opinion of Montgomery Securities, Inc., dated March 31,
1997 (included as Annex A to Exhibit(d)(1)).
(b)(2)* Presentation of Montgomery Securities, Inc., dated March
31, 1997.
(c)(1) Agreement and Plan of Merger, dated as of March 31, 1997,
by and among Monsanto Company, Monsanto Acquisition
Company, Inc. and Calgene, Inc. (incorporated herein by
reference to Exhibit 1 to the Schedule 13D (Amendment No.
5) filed by Monsanto Company with the SEC on April 2,
1997).
(c)(2) Amendment to the Amended and Restated Stockholders
Agreement, dated as of March 31, 1997, by and between
Monsanto Company and Calgene, Inc. (incorporated herein
by reference to Exhibit 2 to the Schedule 13D (Amendment
No. 5) filed by Monsanto Company with the SEC on April 2,
1997).
(c)(3) Agreement and Plan of Reorganization, dated as of October
13, 1995, 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. (incorporated herein by reference to
Exhibit(c)(9) to the Schedule 14D-1).
(c)(10) Complaint filed January 29, 1997, in Siegel v.
Calgene, Inc., et al. (incorporated herein by
reference to Exhibit(c)(10) to the Schedule 14D-
1).
(c)(11) Complaint filed January 29, 1997, in Susser v.
Kunimoto, et al. (incorporated herein by
reference to Exhibit(c)(11) to the Schedule 14D-
1).
---------------
* 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. (incorporated herein by
reference to Exhibit(c)(12) to the Schedule 14D-
1).
(c)(13) Complaint filed January 29, 1997, in Manson v.
Fortune, et al. (incorporated herein by reference
to Exhibit(c)(13) to the Schedule 14D-1).
(c)(14) Complaint filed January 30, 1997, in Settle v.
Monsanto Company, et al. (incorporated herein by
reference to Exhibit(c)(14) to the Schedule 14D-
1).
(c)(15) Complaint filed January 31, 1997, in Glickberg v.
Monsanto Company, et al. (incorporated herein by
reference to Exhibit(c)(15) to the Schedule 14D-
1).
(c)(16) Complaint filed February 5, 1997, in Lewis v.
Monsanto Company, et al. (incorporated herein by
reference to Exhibit(c)(16) to the Schedule 14D-
1).
(c)(17) Order of Consolidation, dated March 10, 1997
(incorporated herein by reference to
Exhibit(c)(17) to the Schedule 14D-1).
(c)(18) Memorandum of Understanding, dated March 31, 1997
(incorporated herein by reference to
Exhibit(c)(18) to the Schedule 14D-1).
(c)(19) Complaint filed by Fletcher Capital Markets, Inc.
in the United States District Court for the
District of Delaware on April 30, 1997
(incorporated herein by reference to
Exhibit(c)(19) to the Schedule 14D-1).
(d)(1) Form of Offer to Purchase, dated April 7, 1997
(incorporated herein by reference to Exhibit(a)(1) to
the Schedule 14D-1).
(d)(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit(a)(2) to the Schedule 14D-1).
(d)(3) Form of Letter from Goldman, Sachs & Co. to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees (incorporated herein by reference to
Exhibit(a)(3) to the Schedule 14D-1).
(d)(4) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients
(incorporated herein by reference to Exhibit(a)(4) to
the Schedule 14D-1).
(d)(5) Form of Notice of Guaranteed Delivery (incorporated
herein by reference to Exhibit(a)(5) to the Schedule
14D-1).
(d)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(incorporated herein by reference to Exhibit (a)(6) to
the Schedule 14D-1).
---------------
* 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
_______ _________________________
(d)(7) Summary Advertisement as published in The Wall Street
Journal on April 7, 1997 (incorporated herein by
reference to Exhibit (a)(7) to the Schedule 14D-1).
(d)(8) Text of Joint Press Release, dated April 1, 1997, issued
by Monsanto Company (incorporated herein by reference to
Exhibit 3 to the Schedule 13D (Amendment No. 5)
filed by Calgene, Inc. and Monsanto Company with the SEC
on April 2, 1997).
(d)(9) Text of Press Release, dated April 7, 1997 issued by
Monsanto Company (incorporated herein by reference to
Exhibit(a)(9) to the Schedule 14D-1).
(d)(10) Text of Press Release, dated May 5, 1997, issued
by Parent (incorporated herein by reference to
Exhibit (a)(10) to the Schedule 14D-1).
(d)(11) Text of Press Release, dated May 21, 1997 issued by
Monsanto Company.
(e)* Description of Appraisal Rights (included as Annex B to
Exhibit(d)(1)).
(f) Not applicable.
---------------
* 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.
Exhibit (d)(11)
CONTACT: Lori J. Fisher
314-694-8535
[email protected]
MONSANTO COMPLETES
ACQUISITION OF CALGENE
ST. LOUIS, May 21, 1997 - Monsanto Company announced today that it
successfully completed its acquisition of Calgene Inc. on Monday,
May 19, 1997, when the merger of a subsidiary of Monsanto and Calgene
became effective. As a result of the merger, Calgene has become a
wholly-owned subsidiary of Monsanto and Calgene shareholders who did
not tender their Calgene shares to Monsanto in its tender offer have
become entitled to receive $8 per share in cash, the same price
paid for Calgene shares in the tender offer.
In connection with the merger, Calgene terminated the registration
of its shares with the Securities and Exchange Commission and delisted
the Calgene shares from the Nasdaq National Market.
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
052197
