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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______________)*
DNA Plant Technology Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
233236-10-8
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(CUISP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership or more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 pages
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[CUISP NO. 233236-108] 13G [Page 2 of 6 Pages]
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRACE BROTHERS, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
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5 SOLE VOTING POWER
3,625,604 SHARES (OF WHICH 1,100,000 SHARES WOULD BE
NUMBER OF RECEIVED UPON EXERCISE OF WARRANTS AND, 525,604 SHARES
SHARES WOULD BE RECEIVED UPON CONVERSION OF $2.25 CONVERTIBLE
BENEFICIALLY PREFERRED SHARES)
OWNED BY ----------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON
WITH ----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
3,625,604 SHARES (OF WHICH 1,100,000 SHARES WOULD BE
RECEIVED UPON EXERCISE OF WARRANTS AND, 525,604 SHARES
WOULD BE RECEIVED UPON CONVERSION OF $2.25 CONVERTIBLE
PREFERED SHARES)
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8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,604 SHARES (OF WHICH 1,100,000 SHARES WOULD BE RECEIVED UPON EXERCISE
OF WARRANTS AND, 525,604 SHARES WOULD BE RECEIVED UPON CONVERSION OF $2.25
CONVERTIBLE PREFERRED SHARES)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
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12 TYPE OF REPORTING PERSON*
BD, PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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Page 3 of 6 Pages
GRACE BROTHERS, LTD. - TRITON GROUP LTD
Schedule 13G
Item 1 (a) Name of Issuer:
DNA Plant Technology Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
6701 San Pablo Avenue
Oakland, CA 94608
Item 2 (a) Name of Person Filing:
Grace Brothers, Ltd.
Item 2 (b) Address of Principal Business Office or, if none, Residence:
1560 Sherman Avenue, Suite 900
Evanston, IL 60201
Item 2 (c) Citizenship:
Illinois Limited Partnership
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number :
233236108
Item 3 If this statement is filed pursuant to Rules 13d-1 (b), or 13d-2
(b), check whether the person filing is a:
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Page 4 of 6 Pages
(a) (X) Broker or Dealer registered under Section 15 of
the Act
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under section 8 of
the Investment Company Act
(e) ( ) Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund: see 240,13d-1(b)(1) (ii)(F)
(g) ( ) Parent Holding Company, in accordance with
340,13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with 240,13d-
1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned:
3,625,604 shares (of which, 1,100,000 shares would be
received upon exercise of warrants, and 525,604
shares received upon conversion of $2.25 Convertible
Preferred shares)
(b) Percent of Class:
8.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or
to direct the vote 3,625,604
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(ii) shared power to vote or
to direct the vote
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Page 5 of 6 Pages
(iii) sole power to dispose
or to direct the
disposition of 3,625,604
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(iv) shared power to dispose
or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Reporting person is not a parent holding company.
Item 8. Identification and Classification of Member of the Group
Reporting person is not a member of a group.
Item 9. Notice of Dissolution of Group
Reporting person is not filing notice of dissolution of a group.
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Page 6 of 6 Pages
Item 10. Certification
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purposes of effect.
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: June 28, 1996
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Signature:________________________________
Name/Title: Bradford T. Whitmore/General Partner
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