As filed with the Securities and Exchange Commission on April 9, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 1)
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 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 Amendment No. 1 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "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"). This Amendment relates 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 Amendment 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 8. FAIRNESS OF THE TRANSACTION.
Item 8 is hereby deleted in its entirety and the following
and substituted therefor:
(a)-(f) The information set forth in the Offer to Purchase
under "INTRODUCTION," "SPECIAL FACTORS -- Background of the Offer
and the Merger", "SPECIAL FACTORS -- Recommendation of the Special
Committee and the Company Board; Fairness of the Offer and the
Merger", "SPECIAL FACTORS -- Opinion of Financial Advisor to the
Special Committee", "SPECIAL FACTORS -- Purpose and Structure of the
Offer and the Merger; Reasons of Parent and Purchaser for the Offer
and the Merger" is incorporated herein by reference. In recognition
of Parent's interest in the Offer and the Merger, Messrs. Patrick J.
Fortune, Robert T. Fraley, Michael R. Hogan, and Hendrik A.
Verfaillie, each of whom is a director of the Company and an
employee of Parent, abstained from voting on all matters relating
to the Offer and the Merger. <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/ Michael Motroni
Name: Michael Motroni
Title: Vice President, Finance
MONSANTO COMPANY
By: /s/ Hendrik A. Verfaillie
Name: Hendrik A. Verfaillie
Title: Executive Vice President
MONSANTO ACQUISITION COMPANY
By: /s/ Hendrik A. Verfaillie
Name: Hendrik A. Verfaillie
Title: President
Dated: April 8, 1997
