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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Calgene, Inc.
(Name of issuer)
Common Stock, Par Value $0.001 Per Share
(Title of class of securities)
129598 10 8
(CUSIP number of class of securities)
-------------------
R. William Ide, III
Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, Missouri 63167
(314) 694-1000
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Eric S. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
January 28, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
Page 1 of 5 Pages
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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 person
MONSANTO COMPANY: 43-0420020
2. Check the appropriate box if a member of a Group (a) [ ]
N/A (b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check box if disclosure of legal proceedings is
required pursuant to Item 2(d) or 2(e): [ ]
N/A
6. Citizenship or place of organization
DELAWARE
7. Sole Voting Power
36,396,114
8. Shared Voting Power
N/A
9. Sole Dispositive Power
36,396,114
10. Shared Dispositive Power
N/A
11. Aggregate amount beneficially owned by each Reporting Person
36,396,114
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)
54.6%
14. Type of Reporting Person
CO
Page 2 of 5 Pages
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This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends
the Statement on Schedule 13D filed April 10, 1996, and all amendments
thereto (the "Schedule 13D") , by Monsanto Company, a Delaware corporation
("Monsanto" or the "Reporting Person"), relating to the Common Stock, par
value $0.001 per share (the "Shares"), of Calgene, Inc., a Delaware
corporation (the "Company"). Capitalized terms used herein and not defined
have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following to the end of Item 4:
On January 28, 1997, a special committee of the Board of Directors
of Monsanto authorized Monsanto to make a proposal (the "Proposal") to the
Board of Directors of the Company to acquire all of the issued and
outstanding Shares not currently owned by Monsanto for $7.25 per Share. The
Proposal is conditioned upon the approval by a special committee of
disinterested directors of the Board of Directors of the Company (the
"Special Committee"). A copy of the press release issued by Monsanto on
January 28, 1997 is filed herewith as Exhibit 1 and is incorporated herein
by reference. On January 27, 1997, representatives of Monsanto had advised
the Board of Directors of the Company that Monsanto was considering making a
proposal to acquire the remaining Shares.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1 Press Release dated January 28, 1997.
Page 3 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
MONSANTO COMPANY
By: /s/ R. William Ide, III
--------------------------
R. William Ide, III
Senior Vice President,
General Counsel and Secretary
Dated: January 29, 1997
Page 4 of 5 Pages
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description
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<C> <S>
1. Press Release dated January 28, 1997
</TABLE>
Page 5 of 5 Pages
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NEWS Monsanto
-----------------------------------------------------
Scarlett Lee Foster
FOR RELEASE (314) 694-2883
IMMEDIATELY [email protected]
PUBLIC AFFAIRS
Monsanto Company
800 N. Lindbergh Boulevard
St. Louis, MIssouri 63167
MONSANTO PROPOSES TO
ACQUIRE REMAINING
OUTSTANDING SHARES OF
CALGENE
ST. LOUIS, Jan. 28, 1997 -- Monsanto Company has made a proposal to
the board of directors of Calgene Inc. to acquire the remaining shares
outstanding of Calgene at the price of $7.25 per share. Monsanto currently owns
54.6 percent of the shares outstanding of the company, an agricultural
biotechnology interest based in Davis, California.
The proposal is subject to the approval of a special committee of the
disinterested directors of Calgene's board.
-o0o-
St. Louis
012897
