UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
DEKALB Genetics Corporation
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
244878 10 4
(CUSIP Number)
Douglas C. Roberts
DEKALB Genetics Corporation
3100 Sycamore Road
DeKalb, Illinois 60115
(815) 758-3461
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 4, 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 [ ].
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.
(Continued on the following pages)
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1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas C. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
-0-
NUMBER OF 8) SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
IN
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1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Virginia Roberts Holt
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
IN
-3-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John T. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
IN
-4-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles C. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
-0-
NUMBER OF 8) SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
IN
-5-
<PAGE>
1) NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mary R. Roberts
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [X]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7) SOLE VOTING POWER
-0-
8) SHARED VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH
REPORTING -0-
PERSON
WITH 10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
IN
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<PAGE>
This Amendment No. 3 to Schedule 13D amends the Schedule 13D of the Filing
Persons dated January 31, 1996, as amended by Amendment No. 1 thereto dated
February 9, 1998 and Amendment No. 2 thereto dated May 9, 1998 relating to Class
A Common Stock, no par value ("Class A Common Stock"), of DEKALB Genetics
Corporation, a Delaware corporation (the "Company").
ITEM 3. SOURCE AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
Not Applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a), (b), (c) and (e):
On December 4, 1998 each Filing Person ceased to be the beneficial owner of
shares of Class A Common Stock by virtue of the purchase of all shares of Class
A Common Stock beneficially owned by such Filing Person by Corn Acquisition
Corporation ("Purchaser"), a Delaware corporation and a wholly owned subsidiary
of Monsanto Company, pursuant to the Purchaser's offer to purchase all of the
outstanding capital stock of the Company for $100 per share, net to the seller
in cash. The number of shares of Class A Common Stock beneficially owned by each
Filing Person prior to the purchase was as follows: Douglas C. Roberts -
2,707,650 shares; Virginia Roberts Holt - 2,687,897 shares; John T. Roberts -
2,719,783 shares; Charles C. Roberts - 2,671,650 shares; and Mary R. Roberts -
2,671,650 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
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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.
December 4, 1998.
DOUGLAS C. ROBERTS
/s/ Douglas C. Roberts
-------------------------------
Douglas C. Roberts
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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.
December 4, 1998.
VIRGINIA ROBERTS HOLT
/s/ Virginia Roberts Holt
-------------------------------
Virginia Roberts Holt
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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.
December 4, 1998.
JOHN T. ROBERTS
/s/ John T. Roberts
--------------------------
John T. Roberts
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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.
December 4, 1998.
CHARLES C. ROBERTS
/s/ Charles C. Roberts
----------------------------
Charles C. Roberts
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<PAGE>
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.
December 4, 1998.
MARY R. ROBERTS
/s/ Mary R. Roberts
-------------------------
Mary R. Roberts
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