AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 2)
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.
<PAGE>
[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 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 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 16. ADDITIONAL INFORMATION
Item 16 is hereby amended in its entirety as follows:
"The responses to Items 10(e) and 10(f) of the
Schedule 14D-1 are hereby incorporated herein by reference."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(c)(19) Complaint filed by Fletcher Capital Markets,
Inc. in the United States District Court for the District of
Delaware on April 30, 1997.<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
By: /s/ Hendrik A. Verfaillie
Name: Hendrik A. Verfaillie
Title: President
Dated: May 2, 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).
(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).
---------------
* 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)(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).
(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).
(e)* Description of Appraisal Rights (included as Annex B to
Exhibit(d)(1)).
(f) Not applicable.
---------------
(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.
