SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
-----------------------------------------
Pioneer Hi-Bred International, Inc.
-----------------------------------
(Name of Issuer)
Common Stock $ 1.00 Par Value
-----------------------------
(Title of Class of Securities)
723686101
---------
(CUSIP Number)
Bill DeMeulenaere, 400 Locust St., Suite 800, Des Moines, IA 50309
(515-248-4820)
------------------------------------------------------------------
(Name, Address and Telephone number of person
Authorized to Receive Notices and Communications)
August 30, 1999
---------------
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 723686101
- --------------------------------------------------------------------------------
(1) Names of reporting persons and I.RS. Identification
Nos. of above person(s) (entities only) H. Scott Wallace
SS# ###-##-####
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (a) N/A
(see instructions) (b) N/A
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions) PF
- --------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required N/A
pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization U.S. citizen
- --------------------------------------------------------------------------------
Number of shares
beneficially owned
by each reporting (7) Sole voting power 1,992,453
person with: (8) Shared voting power 14,336,203
(9) Sole dispositive power 1,992,453
(10) Shared dispositive power 14,336,203
- --------------------------------------------------------------------------------
(11) Aggregate amount beneficially owned by each 16,328,656
reporting person
- --------------------------------------------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes N/A
certain shares See instructions).
- --------------------------------------------------------------------------------
(13) Percent of class represented by amount in Row (11) 6.8%
- --------------------------------------------------------------------------------
(14) Type of reporting person (see instructions) IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
This Schedule 13D is being filed to report the ownership of
16,328,656 shares of Common Stock of Pioneer.
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, $1.00 par value ("Common
Stock"), of Pioneer Hi-Bred International, Inc., an Iowa corporation
("Pioneer"), the principal executive offices of which are located at 400 Locust
Street, Suite 800, Des Moines, Iowa 50309.
Item 2. Identity and Background.
(a) Name of person filing: H. Scott Wallace
(b) Address of principal business office or, if none, residence:
625 K Street, N.W., Suite 800
Washington, D.C. 20006
(c) The Reporting Person is the Director of Defender Legal
Services for the National Legal Aid and Defender Association,
Washington, D.C.
(d) The Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) The Reporting Person has not been a party during the past five
years to a civil proceeding of a judicial or administrative
body of competent jurisdiction or subject to a judgment,
decree or final order finding violations of or enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws
(f) Citizenship: U.S.A.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On 2nd day of December, 1988 Robert B. Wallace ("Mr. Wallace"), the
father of the Reporting Person, executed a Power of Attorney appointing the
Reporting Person along with three (3) other persons as his Attorneys-in-Fact, to
act collectively or separately on his behalf. Mr. Wallace had filed Schedule 13G
with the Securities and Exchange Commission in February 1988. Mr. Wallace has
recently experienced failing health. The Reporting Person also holds shares of
Pioneer individually, which were received as gifts or purchased with personal
funds.
Item 4. Purpose Of Transaction
The execution of the Power of Attorney was for personal business
purposes.
Item 5. Interest in Securities of Pioneer.
(a) The Reporting Person beneficially owns 16,328,656 shares of
Pioneer. Based upon the shares outstanding as shown in Form
10-Q filed by Pioneer for the quarter ended May 31, 1999, the
Reporting Person beneficially owns 6.8% of the outstanding
stock.
(b) Of such shares the Reporting Person has sole power to vote, or
to direct the vote, and to dispose of, or to direct the
disposition of, 1,992,453 shares held in his own name. The
Reporting Person, individually or collectively with the other
attorneys-in-fact identified in the Power of Attorney, has the
power to vote, or to direct the vote, and to dispose of, or to
direct the disposition of, 3,813,439 shares individually held
by Mr. Wallace pursuant to the Power of Attorney. Also, the
Reporting Person, individually or collectively with the other
attorneys-in-fact identified in the Power of
<PAGE>
Attorney, has the power to vote, or to direct the vote, and to
dispose of, or direct the disposition of, 8,902,764 shares
held in three trusts of which Mr. Wallace is co-trustee. The
Reporting Person also, individually or collectively with the
other attorneys-in-fact identified in the Power of Attorney,
has the power to vote, or to direct the vote, and to dispose
of, or direct the disposition of, 1,620,000 shares held by the
Wallace Global Fund, of which Mr. Wallace is a director.
(c) Other than the transaction reported herein, the Reporting
Person named in Item 2 of Schedule 13D has not effected during
the past 60 days any transaction in the Common Stock of
Pioneer.
(d) The Reporting Person has the right to receive, or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares held individually by him. The Reporting
Person, as Attorney-in-Fact for Mr. Wallace, individually or
collectively with the other attorneys-in-fact identified in
the Power of Attorney, has the right to receive, or the power
to direct the receipt of, dividends from or proceeds from the
sale of, the shares held individually by Mr. Wallace. Also,
the Reporting Person, as Attorney-in-Fact, individually or
collectively with the other attorneys-in-fact identified in
the Power of Attorney, has the power to direct the receipt of
dividends from, or proceeds from the sale of, any of the
shares held by three trusts and the Wallace Genetic
Foundation.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Pioneer.
<PAGE>
The Reporting Person serves on the Board of Directors of Pioneer.
The Reporting Person is reimbursed for expenses incurred for attending meetings
of the Board of Directors and is paid fees in the same amount as all other
outside directors serving on the Board of Pioneer.
Item 7. Material to be filed as Exhibits.
(a) Copy of the Power of Attorney appointing the Reporting Person
as Attorney-in-Fact.
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
/s/ H. Scott Wallace
-----------------------------------------
H. Scott Wallace
Individually and as Attorney-in-Fact
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT B. WALLACE, of Bucks
County, Pennsylvania, (Social Security Number ###-##-####) do hereby appoint my
wife, RAISA SCRIABINE, and my sons, ROBERT BRUCE WALLACE, HENRY SCOTT WALLACE
and RANDALL CLARK WALLACE, or each or any of them, (hereinafter referred to as
"my attorneys"), my attorneys for me and in my name and stead to exercise the
following powers, and I intend that these powers be construed in the broadest
possible manner and that my attorneys or any of them may act separately on my
behalf without the joinder of the other and all third parties may rely upon the
act of each or any of them:
(1) Execution of Contracts. To enter into, perform, modify, extend,
cancel, compromise, enforce, or otherwise act with respect to any contract of
any sort whatsoever - including, but not limited to, leases and mortgages and
nursing home, convalescent home and other health care contracts - and to pay any
money or to transfer title and possession to any real or personal property that
may be required to be paid or transferred by any contract or in performance of
any obligation entered into or incurred by me or on my behalf.
(2) Investments. To invest in all forms of real and personal property
without any restriction whatsoever as to the kind of investment and specifically
to invest in United States government bonds redeemable at par to pay federal
estate taxes.
(3) Registration of Property. To hold property unregistered or in the name
of a nominee.
(4) Personal Property. To engage in tangible personal property
transactions, to buy or sell at public or private sale for cash or credit or
partly for each, to exchange, pledge, lease, give or acquire options for sales
or exchanges or leases, or by any other means whatsoever to acquire, dispose of,
repair, alter or manage tangible or intangible personal property or any interest
therein.
(5) Real Property. To engage in real property transactions, to buy or sell
at public or private sale for cash or credit or partly for each, to exchange,
mortgage, encumber, lease for any period of time, give or acquire options for
sales, purchases, exchanges or leases, dedicate, or by any other means
whatsoever to acquire or dispose of real property or any interest therein; to
partition and subdivide real property; to manage real property; to repair,
alter, erect, or tear down any structure or part thereof; to file such plans,
applications, or other documents in connection therewith and do such other acts
as may be requested by any government or other authority having or purporting to
have jurisdiction; and to transfer any real property or any interest therein
into the sole name or names of my attorneys or any of them upon the signatures
of each or any of them.
<PAGE>
(6) Securities. To engage in stock, bond or other securities transactions,
to engage in commodity and options transactions, to vote in person or by proxy
at any meeting, to join in any merger, reorganization, voting-trust plan or
other concerted action of security holders, to make payments in connection
therewith, and in general to exercise all rights of a security holder; and also
to transfer any securities to the sole name or names of my attorneys or any of
them upon the signatures of each or any of them.
(7) Insurance. To engage in insurance transactions, to procure, alter,
extend or cancel insurance against any and all risks affecting property and
persons, and against liability, damage or claim of any sort.
(8) Borrow Money. To borrow money in such amounts for such periods and
upon such terms as my attorneys shall deem proper and to secure any loan by the
mortgage or pledge of any property.
(9) Bank Accounts, etc. To engage in banking and financial transactions
with respect to any account or savings certificate in my name or in any other
name for my benefit with any person or organization, to make deposits therein
and withdrawals therefrom whether by check or otherwise, and to open, to
continue, to close and to redeem such account or savings certificate.
(10) Safe Deposit Boxes. To enter, either alone, together or in
conjunction with any other person, any safe deposit boxes or vaults now or
hereafter rented in my name, and to remove the contents thereof and place
property therein; to rent and surrender any safe deposit boxes or vaults now or
hereafter in my name.
(11) Receipts and Approval of Accounts. To handle interests in estates and
trusts, to receive a payment of any kind, including a bequest, devise, gift or
other transfer of real or personal property to me in my own right or as
fiduciary for another, and to give full receipt and acquittance therefor, or a
refunding bond or indemnity agreement therefor, to approve accounts of any
business, estate, trust, partnership or other transaction whatsoever in which I
may have any interest of any nature whatsoever, to enter into any compromise and
release in regard thereto.
(12) Pursue Claims and Litigation. To pursue claims and litigation, to
institute, prosecute, defend, compromise, or otherwise dispose of, and to appear
for me in, any proceedings at law or in equity or otherwise before any tribunal
for the enforcement or for the defense of any claim, either alone, together or
in conjunction with other persons, relating to me or in any property of mine or
any other person, or any government, and to retain, discharge and substitute
counsel and authorize appearance of such counsel to be entered for me in any
such action or proceeding; and to compromise or arbitrate any claim in which I
may be in any manner interested, and for that purpose to enter into agreements
to compromise or arbitrate, and either
<PAGE>
through counsel or otherwise to carry on such compromise or arbitration and
perform or enforce any award entered in arbitration.
(13) Retirement Plans. To engage in retirement plan transactions.
(14) Taxes. To pursue tax matters, including all matters relating to
Internal Revenue Service Forms numbered 1 through 10,000 (whether heretofore or
hereafter issued), and to represent me in dealings with the Internal Revenue
Service or any other taxing authority, to prepare, execute and file in my name
and on my behalf any return, report, protest, application for correction of
assessed valuation of real or other property, appeal, brief, claim for refund,
or petition, including petition to the Tax Court of the United States and
including Internal Revenue Service Forms numbered 1 through 10,000 (whether
heretofore or hereafter issued), in connection with any tax imposed or purported
to be imposed by any government, authority or agency, or claimed, levied or
assessed by any government, authority or agency and to pay any such tax and to
obtain any extension of time for any of the foregoing; to receive and inspect
confidential tax information, to perform any and all acts that I can perform
with respect to any tax matter in which I am involved and to receive, endorse
and cash refund checks on my behalf; to execute waivers or consents agreeing to
a later determination and assessment of taxes than is provided by any statute of
limitations, to execute waivers of restrictions on the assessment and collection
of deficiency in any tax; to execute closing agreements and all other documents,
instruments and papers relating to any tax liability of mine of any sort; to
institute and carry on either through counsel or otherwise any proceeding in
connection with contesting any such tax or to recover any tax paid, or to resist
any claim for additional tax or any proposed assessment or levy thereof, and to
enter into any agreements or stipulations for compromise or other adjustments or
disposition of any tax.
(15) Employment of Agents, etc. To employ accountants, attorneys-at-law,
investment counsel, agents, servants, and others, and to remove them and to
appoint others in their places, and to pay them such remuneration as my
attorneys or any of them shall deem proper.
(16) Execution of Documents, etc. To execute, deliver, file for record,
cancel, modify, endorse, acquire or dispose of any instrument, including,
without limitation, stock and bond powers, vehicle registrations, financing
statements and related filing documents, applications for social security
benefits for myself or any of my dependents, reports of any sort to any
government, authority or agency, as required or permitted by law, deeds with or
without covenants or warranties, and any other document appropriate for carrying
out any of the foregoing powers.
(17) Gifts and Estate Planning. To make gifts to individuals which shall
not exceed the amounts permitted to be excluded from federal gift tax under
Sections 2503(c) and 2503(e) of the Internal Revenue Code of 1986, as amended,
including my attorneys, or charities; to create, amend or make additions to, any
inter vivos trust,
<PAGE>
either revocable or irrevocable, whether or not the trust is for my benefit; to
withdraw or receive the income or corpus of a trust; to disclaim or release any
interest in property, either vested or contingent, I might have in any estate or
trust.
(18) Fiduciary Positions. To renounce or resign from any fiduciary
position, whether commercial or equitable, to which I may be appointed or in
which I am now serving, and, if needed, to file a formal accounting or enter
into a settlement by receipt and release in connection with such resignation.
(19) Health Care. To authorize my admission to a medical, nursing,
residential or similar facility and to enter into agreements for my care; to
authorize medical and surgical procedures and to withhold consent to such
procedures; and to see to the carrying out of the provisions of any "Living
Will" or similar document signed by me.
(20) Government Benefits. To apply for government benefits, and to receive
such benefits.
(21) General. And generally to transact all my business, and to manage all
my property and affairs, as completely as I myself might do if personally
present; and to do all things which my attorneys or any of them shall deem
proper in order to carry out any of the foregoing powers.
This power of attorney shall not be affected by my disability and shall be
governed by the laws of the Commonwealth of Pennsylvania.
My attorneys or any of them shall have full power of substitution and
revocation, and such substitution or revocation may relate to, or be limited to,
any one or more or all of the foregoing acts or powers, or limited as to time or
in any other respect as my attorneys or any of them shall deem proper, and shall
include the power to name one or more successors, who shall be my attorneys if
there is no successor named herein who so serves as indicated by a written
statement by my attorney-at-law; and each successor who serves shall likewise
have the same power.
I hereby ratify and confirm all that my attorneys or any of them or the
substitute or substitutes, or successor or successors, thereof appointed by my
attorneys or any of them or by me shall lawfully do or cause to be done by
virtue hereof.
<PAGE>
Executed December 2, 1998.
/s/ Robert B. Wallace (SEAL)
---------------------
Robert B. Wallace
Witness
/s/ Patricia A. Neil
- --------------------
DISTRICT OF COLUMBIA )
) SS
CITY OF WASHINGTON )
On this 2nd day of December 1988, before me the undersigned officer,
personally appeared ROBERT B. WALLACE, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the foregoing instrument, and
acknowledged that he executed it for the purposes therein contained.
Witness my hand and official seal the day and year aforesaid.
/s/ Patricia A. Neal
--------------------
Notary Public
My Commission Expires September 30, 2003
