SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BioTechnica International, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
090915109
(CUSIP Number)
Bruno Carette
4001 North War Memorial Drive
Peoria, Illinois 61614
(309)681-0300
with copies to:
Kevin R. Sweeney, Esq.
Shook, Hardy & Bacon L.L.P.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
(816) 474-6550
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 1998
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box
Check the following box if a fee is being paid with the statement
(A fee is not required only if the reporting person: (a) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (b) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 090915109
1) Name of Reporting Person
Groupe Limagrain Holding S.A.
2) Check the Appropriate Box if (a)
a Member of a Group
(b)
3) SEC Use Only
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Organization
Republic of France
Number of 7) Sole Voting Power: 98,277,178
Shares
Beneficially 8) Shared Voting Power: -0-
Owned by
the 9) Sole Dispositive Power: 98,277,178
Reporting
Person with: 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned
by the Reporting Person
98,277,178
12) Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)
95.4%
14) Type of Reporting Person
HC
Item 1. Security and Issuer
This filing amends and supplements the Statement on Schedule 13D filed with the
Securities and Exchange Commission by Groupe Limagrain Holding S.A., a societe
anonyme, organized in the Republic of France ("Limagrain"), relating to its
beneficial ownership of the common stock, par value $.01 per share ("Common
Stock"), of BioTechnica International, Inc. ("BioTechnica"). BioTechnica's
principal executive offices are located at 4001 North War Memorial Drive,
Peoria, Illinois 61614.
Item 2. Identity and Background
The person filing this statement is Groupe Limagrain Holding S.A., a societe
anonyme, organized in the Republic of France ("Limagrain"). Its principal
business is to acquire shares of companies in which it takes an interest and
to coordinate and develop the activities of its subsidiaries. The address of
its principal office is BP1, 63720 Chappes, France.
Societe Cooperative Agricole Limagrain (the "Cooperative"), the holder of
all the shares of Limagrain, is organized in the Republic of France. The
Cooperative is one of the largest seed companies in the world. Its
principal business is the production of seeds for grains, corn, garden
vegetables and oil producing plants. It does business in the United States
through Limagrain Genetics Corp., a Delaware corporation and majority owned
subsidiary of Limagrain ("LG Corp."). LG Corp. is the sole stockholder of
BTI Merger Corp., a Delaware corporation ("Mergerco"), which is the record
holder of the Common Stock of BioTechnica.
Item 2(a), (b), (c) and (f)
Information with respect to the identity, background and citizenship of each
executive officer and director of the Cooperative, Limagrain, LG Corp. and
Mergerco is set forth on Schedules I, II, III and IV attached hereto.
Item 2(d)
During the last five years, none of the Cooperative, Limagrain, LG Corp or
Mergerco, nor to the best of their knowledge, any of their directors or
executive officers, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
Item 2(e)
During the last five years, none of the Cooperative, Limagrain, LG Corp or
Mergerco, nor to the best of their knowledge, any of their directors or
executive officers, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required to consummate the Merger (as defined in
Section 4 below) and to pay related fees and expenses is estimated to be
approximately $500,000. The Merger will be funded through LG Corp.'s
available liquid assets.
Item 4. Purpose of Transaction.
On September 21, 1998, LG Corp. announced that it had delivered a letter to
BioTechnica stating its intention to cash out the public stockholders of
BioTechnica via a short form merger effected pursuant to Section 253 of the
General Corporation Law of the State of Delaware (the "Merger"). Pursuant
to the Merger, (i) the public stockholders of BioTechnica will receive $.05
for each share of Common Stock they own, (ii) BioTechnica will be merged with
and into Mergerco, with Mergerco being the surviving corporation in the
Merger and (iii) the separate corporate existence of BioTechnica will cease.
As soon as practicable after the Merger, Mergerco will be merged into LG Seeds,
Inc., a Delaware corporation and a wholly owned subsidiary of BioTechnica
("LG Seeds"). As a result of these transactions, LG Seeds will be a wholly
owned subsidiary of LG Corp., containing all of the rights, obligations,
assets and liabilities of BioTechnica and Mergerco.
Limagrain has informed LG Corp. that, after the consummation of the
transactions described above, Limagrain will consider a restructuring of its
entire North American operations. These North American operations consist
of LG Corp. and all of its affiliates in the United States and Canada, which
include BioTechnica and LG Seeds. Limagrain has informed LG Corp. that
it will not include BioTechnica or LG Seeds in any of these restructuring
plans unless it controls 100% of BioTechnica. In connection with any such
restructuring, Limagrain may pursue a variety of transactions, including
but not limited to (i) a merger of LG Seeds with LG Corp., (ii)
a merger of LG Seeds with other affiliates of LG Corp. or (iii) the formation
of a strategic alliance between LG Corp. and its affiliates and a third
party. At this time, Limagrain has not finalized its plans with respect to
its North American operations, but it is conducting discussions internally
and negotiations with third parties regarding such plans. Some of these
negotiations have progressed to the stage of understandings and outlines on
how synergies and opportunities could be developed though the formation of
such alliances. However, at this time, there can be no assurance as to the
timing of any such alliance or whether any such alliance will occur at all.
Other than as described above, neither LG Corp. nor any of its affiliates has
any definitive plan or proposal regarding a sale or transfer of a material
amount of assets of BioTechnica or any of its subsidiaries subsequent to the
Merger.
As a result of the transactions described above, there will be no directors
or executive officers of BioTechnica or Mergerco, because such entities
will cease to exist. LG Corp. has not determined at this time which
individuals will serve as directors or executive officers of LG Seeds.
However, it is anticipated that such directors and executive officers will be
limited to those individuals who are currently affiliated with LG Seeds and/or
LG Corp. The current independent directors of BioTechnica (i.e., those that
are not affiliated with Limagrain) will not be directors of LG Seeds or LG
Corp. after the Merger. No current executive officer of BioTechnica is a
party to an employment contract with BioTechnica.
As a result of the transactions described above, the equity capitalization of
BioTechnica will be changed, although the debt capitalization will be
unaffected by the Merger. Immediately following such transactions, the
equity of Mergerco will consist of 1,000 shares of common stock, $.01 par
value per share, all of which will be owned by LG Corp. It is also anticipated
that following such transactions the preferred stock of BioTechnica (all of
which is owned by LG Corp.) will be retired in return for additional shares of
common stock of Mergerco. Neither BioTechnica, LG Corp. nor any of their
affiliates has any current plan or proposal to make any material change in
the present dividend rate or policy of BioTechnica.
After the completion of the Merger, the Common Stock would become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), because BioTechnica
would cease to exist and the common stock of its ultimate successor, LG
Seeds, would be held of record by less than three hundred persons. LG
Corp. currently intends to cause LG Seeds to terminate such registration.
Upon such termination, BioTechnica's obligation to file reports with the
Securities and Exchange Commission pursuant to Section 15(d) of the
Exchange Act would be suspended.
The purposes of the Merger are (i) to enhance operating flexibility, simplify
the control structure and improve management decisionmaking by consolidating
ownership and terminating all minority stockholder interest in BioTechnica;
(ii) to provide the minority stockholders of BioTechnica with an opportunity
to receive, in exchange for their Common Stock, a cash amount; and (iii) to
reduce the number of stockholders of record of BioTechnica to less than
300 so that BioTechnica may terminate its registration under the Exchange Act,
and thereby relieve itself of the burdens and costs associated with the
regulatory and reporting requirements of the Exchange Act and the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of common stock of BioTechnica
beneficially owned by the Cooperative, Limagrain, LG Corp. and Mergerco, in
the aggregate, is 98,277,178 (the "Shares"), representing 95.4% of the total
outstanding number of shares of the class of such securities.
(b) Number of shares to which Limagrain has:
(i) Sole power to vote or to direct the vote:
98,277,178
(ii) Shared power to vote or to direct the vote:
- -0-
(iii) Sole power to dispose or to direct the disposition of:
98,277,178
(iv) Shared power to dispose or to direct the disposition of:
- -0-
(c) Neither Limagrain, LG Corp. nor Mergerco, nor to the best of their
knowledge, any of their executive officers or directors, has effected any
transaction in BioTechnica's common stock during the past sixty days (other
than with respect to the transfer of all of the Shares from LG Corp. to
Mergerco).
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from, the sale of the
common stock to which this statement relates.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The information set forth in Item 4 of this statement is incorporated herein
by reference.
Item 7. Material to Be Filed as Exhibits.
The following exhibit is filed herewith:
Exhibit A: Letter dated September 21, 1998 from LG Corp. to BioTechnica.
Exhibit B: Limited Power of Attorney
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date:
Groupe Limagrain Holding S.A.
By: /s/ Bruno Carette
Name: Bruno Carette
Title: Attorney in Fact
Exhibit A to Schedule 13D
To: The Board of Directors of
BioTechnica International, Inc.
Dear Sirs:
Notice is hereby given that Limagrain Genetics Corp. ("LG Corp."), the 95%
parent of BioTechnica International, Inc. (the "Company"), intends to cash
out the minority stockholders of the Company via a short form merger
effected pursuant to Section 253 of the General Corporation Law of the
State of Delaware (the "DGCL"). The consideration to be paid to the minority
stockholders of the Company in such merger is $.05 per share.
Under the DGCL, because LG Corp. owns more than 90% of the Company, no action
will be required of the board of directors of the Company or the stockholders
of the Company (other than LG Corp. acting through its board of directors),
for the merger to become effective. LG Corp. acknowledges that the board of
directors of the Company had no right to a role, nor did they have a role, in
negotiating the cash-out price, and the Company's directors have made no
determination, nor are they required to make a determination, with respect
to the fairness of the cash-out price.
LG Corp. will file, in the next few days, a Schedule 13e-3 transaction
statement (the "Transaction Statement") with the Securities and Exchange
Commission (the "SEC"). After SEC review, the Transaction Statement, along
with a Notice of Merger and Appraisal Rights and a Letter of Transmittal, will
be distributed to each minority stockholder of the Company approximately
thirty days prior to the consummation of the merger. The merger is expected
to be consummated prior to December 31, 1998, or as soon as practicable
thereafter.
Under the DGCL, minority stockholders of the Company who do not wish to
accept the consideration of $.05 per share and who follow the procedures set
forth in Section 262 of the DGCL will be entitled to have their shares of
common stock appraised by the Delaware Court of Chancery and to receive
payment in cash of the "fair value" of such shares. Prior to the consummation
of the merger, LG Corp. reserves the right to cancel the merger for any
reason, including without limitation if (i) any stockholder of the Company
seeks to enjoin the merger or (ii) in LG Corp.'s judgment, the anticipated
cost of the merger would be materially increased by the number of
stockholders of the Company seeking their appraisal remedy.
If you have any questions regarding this letter, please contact Bruno Carette.
Sincerely,
Bruno Carette
Chief Executive Officer
Exhibit B to Schedule 13D
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Alain Catala, the Managing Director
of Groupe Limagrain Holding, S.A. of Chappes, France ("Limagrain"), hereby
make, constitute and appoint Bruno Carette, 4001 North War Memorial Drive,
Suite 200, Peoria, Illinois 61614, my true and lawful attorney-in-fact
for me and in my name, place, and stead giving unto Mr. Carette full power
to execute and to file with the Securities and Exchange Commission as my
attorney-in-fact, any Schedule 13D to be filed by Limagrain in connection
with the beneficial ownership of equity securities of BioTechnica
International, Inc.
The rights, powers, and authority of said attorney-in-fact herein granted shall
commence and be in full force and effect as of the date hereof, and such
rights, powers, and authority shall remain in full force and effect
thereafter until December 31, 1998.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 18th day of September, 1998.
/s/Alain Catala
Alain Catala
Schedule I to Schedule 13D
Filed by Groupe Limagrain Holding S.A.
Societe Cooperative Agricole Limagrain
Directors and Executive Officers
Directors
Name Principal Occupation
Claude Agier Farmer
Joel Arnaud Farmer
Philippe Aymard Farmer
Francois Deloche Farmer
Jean-Paul Deschamps Farmer
Raoul Faure Farmer
Christian Gothon Farmer
Francois Heyraud Farmer
Serge Lebreton Farmer
Pierre Pagesse Farmer
Laurent Petoton Farmer
Jean Poulet Farmer
Christian Puissauve Farmer
Andre Quinty Farmer
Gerard Renard Farmer
Executive Officers
Claude Lescoffit 1989 - 1996 Vice President Engineering
Michelin (Clemont, France)
1996 - 1997 Vice President Groupe Limagrain
Holding
1997 - date General Manager Limagrain
Agro Genetics
Daniel Cheron 1988 - 1994 General Manager Force
Limagrain Germany
1994 - date CEO Limagrain Agro Industrie
1998 - date Deputy CEO Groupe Limagrain
Pierre Lefebvre 1990 - date Deputy CEO Groupe Limagrain
Emmanuel Rougier 1993 - 1997 CEO Limagrain Field Seeds
1997 - date CEO Limagrain Vegetables and
Flowers
Jean Marc Salabay 1993 - date General Manager Production de
Limagne
Alain Catala Prior to 1997 Deputy CEO Group Limagrain
Holding
1997 to date CEO Groupe Limagrain Holding
Francis Fontaine 1993 - 1995 General Manager of Dolisos SA
(Paris, France)
1995 to date General Manager of Pains Jacqet
The business address of each of the above directors and executive officers is
BP1, 63720 Chappes, France.
Each of the above directors and executive officers is a citizen of France.
Schedule II to Schedule 13D
Filed by Groupe Limagrain Holding S.A.
Groupe Limagrain Holding S.A.
Directors and Executive Officers
Directors
Name Principal Occupation
Claude Agier Farmer
Joel Arnaud Farmer
Philippe Aymard Farmer
Francois Deloche Farmer
Jean-Paul Deschamps Farmer
Raoul Faure Farmer
Christian Gothon Farmer
Francois Heyraud Farmer
Serge Lebreton Farmer
Pierre Pagesse Farmer
Laurent Petoton Farmer
Jean Poulet Farmer
Christian Puissauve Farmer
Andre Quinty Farmer
Gerard Renard Farmer
Executive Officers
Claude Lescoffit 1989 - 1996 Vice President Engineering
Michelin (Clemont, France)
1996 - 1997 Vice President Groupe Limagrain
Holding
1997 to date General Manager Limagrain
Agro Genetics
Daniel Cheron 1988 - 1994 General Manager Force
Limagrain Germany
1994 to date CEO Limagrain Agro Industrie
1998 to date Deputy CEO Groupe Limagrain
Pierre Lefebvre 1990 to date Deputy CEO Groupe Limagrain
Emmanuel Rougier 1993 - 1997 CEO Limagrain Field Seeds
1997 to date CEO Limagrain Vegetables and
Flowers
Jean Marc Salabay 1993 to date General Manager Production de
Limagne
Alain Catala Prior to 1997 Deputy CEO Group Limagrain
Holding
1997 to date CEO Groupe Limagrain Holding
Francis Fontaine 1993 - 1995 General Manager of Dolisos SA
(Paris, France)
1995 to date General Manager of Pains Jacqet
The business address of each of the above directors and executive officers is
BP1, 63720 Chappes, France.
Each of the above directors and executive officers is a citizen of France.
Schedule III to Schedule 13D
Filed by Groupe Limagrain Holding S.A.
Limagrain Genetics Corp.
Directors and Executive Officers
Directors
Name Principal Occupation
Claude Agier Farmer
Francois Heyraud Farmer
Serge Lebreton Farmer
Laurent Petoton Farmer
Claude Lescoffit 1989 - 1996 Vice President Engineering
Michelin (Clemont, France)
1996 - 1997 Vice President Groupe Limagrain
Holding
1997 to date General Manager Limagrain
Agro Genetics
Executive Officers
Bruno Carette, President and CEO
1993 - 1996 VP Sales and Marketing LG
Seeds, Inc.
1996 - 1997 President of LG Seeds, Inc.
1996 to date President of BioTechnica
International, Inc.
1998 to date President and CEO of Limagrain
Genetics Corp.
Craig Newman, Executive Vice President for Akin Calahan
1994 - 1997 General Manager of Akin Seed
Company (St. Francisville, Illinois)
1997 to date General Manager of Akin
Calahan (Westfield, Indiana)
1998 to date Executive VP of Limagrain
Genetics Corp.
James Simon, Executive Vice President for Canada
1994 to date General Manager of King Agro
(Chatham, Ontario)
1998 to date Executive VP of Limagrain
Genetics Corp.
Jean-Paul Zink, Executive Vice President for LG Seeds
1993 - 1997 General Manager of Limagrain
Canada Seeds
1997 to date President of LG Seeds, Inc.
1998 to date Executive VP of Limagrain
Genetics Corp.
The business address of each of the above directors is BP1, 63720 Chappes,
France, and the business address of each of the above executive officers is
4001 North War Memorial Drive, Peoria, Illinois 61614.
Each of the above directors and executive officers is a citizen of France,
except for Mr. Newman who is a United States citizen and Mr. Simon who is a
Canadian citizen.
Schedule IV to Schedule 13D
Filed by Groupe Limagrain Holding S.A.
BTI Merger Corp.
Directors and Executive Officers
Directors
Name Principal Occupation
Claude Agier Farmer
Francois Heyraud Farmer
Serge Lebreton Farmer
Laurent Petoton Farmer
Claude Lescoffit 1989 - 1996 Vice President Engineering
Michelin (Clemont, France)
1996 - 1997 Vice President Groupe Limagrain
Holding
1997 to date General Manager Limagrain
Agro Genetics
1998 to date Vice President of BTI Merger
Corp.
Executive Officers
Bruno Carette, President 1993 - 1996 VP Sales and Marketing LG
Seeds, Inc.
1996 - 1997 President of LG Seeds, Inc.
1996 to date President of BioTechnica
International, Inc.
1998 to date President and CEO of Limagrain
Genetics Corp.
1998 to date President of BTI Merger Corp.
Claude Lescoffit, Vice President
See above
The business address of each of the above directors and executive officers is
BP1, 63720 Chappes, France, except for Mr. Carette whose business address
is 4001 North War Memorial Drive, Peoria, Illinois 61614.
Each of the above directors and executive officers is a citizen of France.
