UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-3 100)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Seminis, Inc.
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(Name of the Issuer)
Seminis, Inc.
Savia, S.A. de C.V.
Seminis Acquisition LLC
Seminis Merger Corp.
Alfonso Romo Garza
Mateo Mazal Beja
Bernardo Jimenez Barrera
Adrian Rodriguez Macedo
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(Name of Person(s) Filing Statement)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
816658108
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(CUSIP Number of Class of Securities)
Juliet Ream, Esq.
General Counsel
Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Telephone Number: (805) 647-1572
WITH A COPY TO:
Howard S. Kelberg, Esq. David J. Friedman, Esq.
Milbank, Tweed, Hadley & McCloy LLP Skadden, Arps, Slate, Meagher & Flom LLP
One Chase Manhattan Plaza Four Times Square
New York, New York 10005 New York, New York 10036
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a.[x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[ ] The filing of a registration statement under the Securities Act of 1933.
c.[ ] A tender offer.
d.[ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$71,369,505 $5,774.00
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $5,774.00 Filing Party: Seminis, Inc.
Form or Registration No.: Schedule 14A Date Filed: June 27, 2003
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INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by: (1) Seminis, Inc., a Delaware corporation (the
"Company" or "Seminis"); (2) Savia, S.A. de C.V. ("Savia"); (3) Seminis
Acquisition LLC, a Delaware limited liability company; (4) Seminis Merger Corp.,
a Delaware corporation; (5) Alfonso Romo Garza; (6) Mateo Mazal Beja; (7)
Bernardo Jimenez Barrera; and (8) Adrian Rodriguez Macedo. The preceding persons
are collectively referred to herein as the "Filing Persons," and individually as
a "Filing Person."
This Schedule 13E-3 relates to the agreement and plan of merger, dated as
of May 30, 2003 (the "Merger Agreement"), among the Company, Seminis Acquisition
LLC and Seminis Merger Corp. If the Merger Agreement and Merger (as defined
below) are adopted and approved by the Seminis stockholders and the other
conditions to the closing of the Merger are satisfied or waived, Seminis Merger
Corp. will merge with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation.
In the Merger, the outstanding shares of the Company's Class A common
stock, par value $0.01 per share, and the Company's Class B common stock, par
value $0.01 per share (collectively, the "Common Stock"), other than those
shares held by Seminis Acquisition LLC, Seminis Merger Corp. and Seminis and
dissenting stockholders who perfect their appraisal rights under Delaware law
with respect to shares of the Common Stock, will be converted, without any
action on the part of the stockholders, into the right to receive $3.78 in cash
per share. Options will be treated as described more fully in the Proxy
Statement (as defined below). Any shares of the Common Stock held by the Company
or Seminis Acquisition LLC will be cancelled without payment being made
therefor. Each share of Seminis Merger Corp. outstanding will be converted into
one share of newly-issued Seminis common stock pursuant to the Merger Agreement.
Concurrently with the filing of this Schedule 13E-3, the Company is filing
with the U.S. Securities and Exchange Commission a preliminary proxy statement
(the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), relating to the special meeting of
stockholders of the Company at which the stockholders of the Company will
consider and vote upon, among other things, a proposal to adopt and approve the
Merger Agreement and the Merger.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(3). A copy
of the Merger Agreement is attached as Appendix A to the Proxy Statement. All
references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items set forth in Regulation M-A under the Exchange Act
("Regulation M-A").
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference, and
the responses to each item in this Schedule 13E-3 are qualified in their
entirety by the information contained in the Proxy Statement, including the
appendices thereto.
All information in, or incorporated by reference in, this Schedule 13E-3
concerning the Company has been supplied by the Company. The information
contained in this Schedule 13E-3 and/or the Proxy Statement concerning each
Filing Person other than the Company has been supplied by each such Filing
Person and no other Filing Person, including the Company, takes responsibility
for the accuracy of any information not supplied by such Filing Person. As of
the date hereof, the Proxy Statement is in preliminary form and is subject to
completion or amendment. Capitalized terms used but not defined in this Schedule
13E-3 shall have the meanings given to them in the Proxy Statement.
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Item 1. Summary Term Sheet.
Regulation M-A
Item 1001
Summary Term Sheet. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Item 2. Subject Company Information.
Regulation M-A
Item 1002
(a) Name and Address. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary -- Transaction Participants
Seminis Business Description -- Company Overview
(b) Securities. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
Information Concerning the Special Meeting -- Record
Date and Quorum Requirement
Common Stock Market Price and Dividend Information
(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "Common Stock Market Price and
Dividend Information" is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement
under the caption "Common Stock Market Price and Dividend
Information" is incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Information Regarding Seminis Common Stock Transactions
-- Purchases by Seminis
Information Regarding Seminis Common Stock Transactions
-- Purchases by Seminis Acquisition, Seminis Merger
Corp., Mr. Romo, Savia and the Continuing Stockholders
Item 3. Identity and Background of Filing Person.
Regulation M-A
Item 1003
(a) Name and Address. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary
Current Executive Officers and Directors of Seminis
Information About the Transaction Participants
(b) Business and Background of Entities. The information set forth
in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary
Information About the Transaction Participants
4
(c) Business and Background of Natural Persons. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary
Current Executive Officers and Directors of Seminis
Information About the Transaction Participants
Item 4. Terms of the Transaction.
Regulation M-A
Item 1004
(a)(1) Material Terms. Tender Offers. Not applicable.
(a)(2) Material Terms. Mergers or Similar Transactions. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Information Concerning the Special Meeting
Special Factors -- Structure of the Transaction
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Material U.S. Federal Income Tax
Consequences
The Merger Agreement
(c) Different Terms. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Information Concerning the Special Meeting -- Voting
Agreement
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
The Contribution Agreement
The Merger Agreement
The Voting Agreement
The Stock Purchase Agreement
(d) Appraisal Rights. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and Related
Transactions
Summary -- Appraisal Rights
Special Factors -- Appraisal Rights of Stockholders
Appendix D
(e) Provisions for Unaffiliated Security Holders. The Filing Persons
have made no provisions in connection with this transaction to
grant unaffiliated security holders access to the respective
corporate files of any of the Filing Persons or to obtain
counsel or appraisal services at the expense of the Filing
Persons.
(f) Eligibility for Listing or Trading. Not applicable.
5
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A
Item 1005
(a) Transactions. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
Special Factors -- Structure of the Transaction
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Information About the Transaction Participants --
Past Contacts, Transactions, Negotiations and
Agreements
(b) Significant Corporate Events. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
(c) Negotiations or Contacts. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Background of the Merger and Related
Transactions
(e) Agreements Involving the Subject Company's Securities. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Information Concerning the Special Meeting -- Voting
Agreement
Special Factors -- Structure of the Transaction
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
The Contribution Agreement
The Merger Agreement
The Voting Agreement
The Stock Purchase Agreement
Item 6. Purposes of the Transaction and Plans or Proposals.
Regulation M-A
Item 1006
(b) Use of Securities Acquired. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the
6
Continuing Stockholders
The Contribution Agreement
The Merger Agreement
The Stock Purchase Agreement
(c)(1)-(8) Plans. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Plans for Seminis Following the
Merger and Related Transactions
Financing for the Merger and Related Transactions
The Merger Agreement
Item 7. Purposes, Alternatives, Reasons and Effects.
Regulation M-A
Item 1013
(a) Purposes. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Savia and Related Affiliate
Restructurings
(b) Alternatives. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
(c) Reasons. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Structure of the Transactions
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
7
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Savia and Related Affiliate
Restructurings
(d) Effects. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Material U.S. Federal Income Tax
Consequences
Item 8. Fairness of the Transaction.
Regulation M-A
Item 1014
(a) Fairness. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary -- Recommendations of the Seminis Board of
Directors and the Special Committee
Summary
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Appraisal Rights of Stockholders
(b) Factors Considered in Determining Fairness. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary
Special Factors -- Structure of the Transaction
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Special Factors -- Post-Closing Arrangements Among Fox
Paine, Mr. Romo and the Continuing Stockholders
Special Factors -- Appraisal Rights of Stockholders
8
(c) Approval of Security Holders. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Summary -- Vote Required
Information Concerning the Special Meeting -- Vote
Required
(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the caption "Special Factors --
Recommendations of the Special Committee and the Board of
Directors; Reasons for Recommending the Approval of the
Transaction Proposal" is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary -- Recommendations of the Seminis Board of
Directors and the Special Committee
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Regulation M-A
Item 1015
(a) Report, Opinion or Appraisal. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Summary -- Fairness Opinion of Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Certain Financial Projections
Appendix C
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary -- Fairness Opinion of Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Certain Financial Projections
Appendix C
Item 10. Source and Amounts of Funds or Other Consideration.
Regulation M-A
Item 1007
(a) Source of Funds. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary -- Financing; Source of Funds
Financing for the Merger and Related Transactions
The Merger Agreement
(b) Conditions. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
9
Financing for the Merger and Related Transactions
The Merger Agreement
(c) Expenses. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Summary -- Financing; Source of Funds
Information Concerning the Special Meeting -- Proxy
Solicitation
Special Factors -- Fees and Expenses
Financing for the Merger and Related Transactions --
Requirements
(d) Borrowed Funds. The information set forth in the Proxy Statement
under the following captions is incorporated herein by
reference:
Summary -- Financing; Source of Funds
Financing for the Merger and Related Transactions
The Merger Agreement
Item 11. Interest in Securities of the Subject Company.
Regulation M-A
Item 1008
(a) Securities Ownership. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Security Ownership of Certain Beneficial Owners and
Management
(b) Securities Transactions. The information set forth in the Proxy
Statement under the caption "Information Regarding Seminis
Common Stock Transactions" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
Regulation M-A
Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary -- Voting Agreement
Summary -- Interests of Certain Persons in the Merger
and Related Transactions
Information Concerning the Special Meeting
Special Factors -- Purposes of the Merger and Related
Transactions; Certain Effects of the Merger and
Related Transactions
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
The Voting Agreement
(e) Recommendations of Others. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Questions and Answers About the Merger and Related
Transactions
Summary -- Recommendations of the Seminis Board of
Directors and the Special Committee
Special Factors -- Recommendations of the Special
Committee and the Board of
10
Directors; Reasons for Recommending the Approval of
the Transaction Proposal
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Item 13. Financial Statements.
Regulation M-A
Item 1010
(a) Financial Information. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Seminis Selected Historical Consolidated Financial Data
Summary Financial Information
Appendix F
(b) Pro Forma Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Regulation M-A
Item 1009
(a) Solicitations or Recommendations. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
Summary -- Recommendations of the Seminis Board of
Directors and the Special Committee
Summary -- Fairness Opinion of Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Summary -- Interests of Certain Persons in the Merger
and Related Transactions
Information Concerning the Special Meeting -- Proxy
Solicitation
Special Factors -- Recommendations of the Special
Committee and the Board of Directors; Reasons for
Recommending the Approval of the Transaction Proposal
Special Factors -- Opinion of the Financial Advisor to
the Special Committee
Special Factors -- Position of Savia, Mr. Romo and the
Continuing Stockholders
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Appendix C
(b) Employees and Corporate Assets. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
Summary -- Interests of Certain Persons in the Merger
and Related Transactions
Special Factors -- Background of the Merger and Related
Transactions
Special Factors -- Interests of Certain Persons in the
Merger and Related Transactions
Information Concerning the Special Meeting -- Proxy
Solicitation
Item 15. Additional Information.
Regulation M-A
Item 1011
(b) Other Material Information. The entirety of the Proxy Statement,
including all appendices thereto, is incorporated herein by
reference.
11
Item 16. Exhibits.
Regulation M-A
Item 1016
(a)(1) Press Release issued by Seminis, Inc., Savia, S.A. de C.V. and
Fox Paine & Company, LLC, dated June 2, 2003.
(a)(2) Memorandum to employees of Seminis from Alfonso Romo, dated
June 2, 2003.
(a)(3) Preliminary Proxy Statement, incorporated herein by reference
to the Proxy Statement, filed with the U.S. Securities and
Exchange Commission by Seminis, Inc. on June 27, 2003.
(c)(1) Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, dated May 30, 2003, incorporated herein by
reference to Appendix C to the Proxy Statement.
(c)(2) Presentation of Merrill Lynch, Pierce, Fenner & Smith
Incorporated to the Special Committee of the Board of
Directors, dated May 30, 2003.
(c)(3) Valuation Report of Casa de Bolsa Banorte, S.A. de C.V., Grupo
Financiero Banorte to Savia, S.A. de C.V. dated April 24,
2003, as translated by Savia, S.A. de C.V.
(c)(4) Presentation of Casa de Bolsa Banorte, S.A. de C.V., Grupo
Financiero Banorte to Savia, S.A. de C.V., dated April,
2003, as translated by Savia, S.A. de C.V.
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2003, among
Seminis, Inc., Seminis Acquisition LLC and Seminis Merger
Corp., incorporated herein by reference to Appendix A to the
Proxy Statement.
(d)(2) Amended and Restated Exchange Agreement, dated as of May 30,
2003, between Seminis, Inc. and Savia, S.A. de C.V.
(d)(3) Voting Agreement, dated as of May 30, 2003, among Savia, S.A.
de C.V., Banca Afirme, S.A., Institucion de Banca Multiple,
Afirme Grupo Financiero, as trustee, under the Irrevocable
Administration and Payment Trust Number 167-5 (Fideicomiso
Irrevocable Administracion y Pago Numero 167-5), Conjunto
Administrativo Integral, S.A. de C.V., Park Financial Group,
Ltd (BVI), Fox Paine Seminis Holdings, LLC, Seminis
Acquisition LLC, Emprima, S.A. de C.V. and Alfonso Romo Garza,
incorporated herein by reference to Appendix B to the Proxy
Statement.
(d)(4) Contribution Agreement, dated as of May 30, 2003, among
Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme,
S.A., Institucion de Banca Mulitple, Afirme Grupo Financiero,
as trustee, under the Irrevocable Administration and Payment
Trust Number 167-5 (Fideicomiso Irrevocable Administracion y
Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de
C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Park
Financial Group, Ltd (BVI), Emprima, S.A. de C.V. and Alfonso
Romo Garza and certain members of Seminis and Savia
Management.
(d)(5) Stock Purchase Agreement, dated as of May 30, 2003, among
Seminis Acquisition LLC, Seminis Merger Corp., Fox Paine
Seminis Holdings, LLC and Banca Afirme, S.A., Institucion de
Banca Multiple, Afirme Grupo Financiero, as trustee, under the
Irrevocable Administration and Payment Trust Number 167-5
(Fideicomiso Irrevocable Administracion y Pago Numero 167-5).
(d)(6) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Alfonso Romo Garza.
12
(d)(7) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Bernardo Jimenez.
(d)(8) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Mateo Mazal Beja.
(d)(9) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Gaspar Alvarez.
(d)(10) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and C. Edward Green.
(d)(11) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Jose Manuel Madero Garza.
(d)(12) Employment Agreement, dated May 30, 2003, by and between
Seminis Merger Corp. and Bruno Ferrari Garcia de Alba.
(f) Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Appendix D to the Proxy
Statement.
(g) Not applicable.
13
SIGNATURE
After due 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.
June 27, 2003
SEMINIS, INC.
/s/ Gaspar Alvarez
By: ____________________________
Gaspar Alvarez
/s/ Enrique Osorio
By: ____________________________
Enrique Osorio
SAVIA, S.A. DE C.V.
/s/ Bernardo Jimenez Barrera
By: ____________________________
Bernardo Jimenez Barrera
/s/ Heriberto Muzza
By: ____________________________
Heriberto Muzza
SEMINIS ACQUISITION LLC
/s/ Bernardo Jimenez Barrera
By: ____________________________
Bernardo Jimenez Barrera
SEMINIS MERGER CORP.
By: /s/ Alfonso Romo Garza
____________________________
Alfonso Romo Garza
By: /s/ Mateo Mazal Beja
____________________________
Mateo Mazal Beja
By: /s/ Bernardo Jimenez Barrera
____________________________
Bernardo Jimenez Barrera
By: /s/ Adrian Rodriguez Macedo
____________________________
Adrian Rodriguez Macedo
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(1) Press Release issued by Seminis, Inc., Savia, S.A. de C.V. and Fox
Paine & Company, LLC, dated June 2, 2003.
(a)(2) Memorandum to employees of Seminis from Alfonso Romo, dated
June 2, 2003.
(a)(3) Preliminary Proxy Statement, incorporated herein by reference to the
Proxy Statement, filed with the U.S. Securities and Exchange Commission
by Seminis, Inc. on June 27, 2003.
(c)(1) Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated,
dated May 30, 2003, incorporated herein by reference to Appendix C to
the Proxy Statement.
(c)(2) Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to
the Special Committee of the Board of Directors, dated May 30, 2003.
(c)(3) Valuation Report of Casa de Bolsa Banorte, S.A. de C.V., Grupo
Financiero Banorte to Savia, S.A. de C.V. dated April 24, 2003.
(c)(4) Presentation of Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero
Banorte to Savia, S.A. de C.V., dated April 24, 2003.
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2003, among Seminis,
Inc., Seminis Acquisition LLC and Seminis Merger Corp., incorporated
herein by reference to Appendix A to the Proxy Statement.
(d)(2) Amended and Restated Exchange Agreement, dated as of May 30, 2003,
between Seminis, Inc. and Savia, S.A. de C.V.
(d)(3) Voting Agreement, dated as of May 30, 2003, among Savia, S.A. de C.V.,
Banca Afirme, S.A., Institucion de Banca Mulitple, Afirme Grupo
Financiero, as trustee, under the Irrevocable Administration and
Payment Trust Number 167-5 (Fideicomiso Irrevocable Administracion y
Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V.,
Park Financial Group, Ltd (BVI), Fox Paine Seminis Holdings, LLC,
Seminis Acquisition LLC, Emprima, S.A. de C.V. and Alfonso Romo Garza,
incorporated herein by reference to Appendix B to the Proxy Statement.
(d)(4) Contribution Agreement, dated as of May 30, 2003, among Seminis
Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institucion
de Banca Multiple, Afirme Grupo Financiero, as trustee, under the
Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso
Irrevocable Administracion y Pago Numero 167-5), Conjunto
Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de
Negocios, S.A. de C.V., Park Financial Group, Ltd (BVI), Emprima, S.A.
de C.V. and Alfonso Romo Garza and certain members of Seminis and Savia
Management.
(d)(5) Stock Purchase Agreement, dated as of May 30, 2003, among Seminis
Acquisition LLC, Seminis Merger Corp., Fox Paine Seminis Holdings, LLC
and Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo
Financiero, as trustee, under the Irrevocable Administration and
Payment Trust Number 167-5 (Fideicomiso Irrevocable Administracion y
Pago Numero 167-5).
(d)(6) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and Alfonso Romo Garza.
(d)(7) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and Bernardo Jimenez.
15
(d)(8) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and Mateo Mazal Beja.
(d)(9) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and Gaspar Alvarez.
(d)(10) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and C. Edward Green.
(d)(11) Employment Agreement, dated May 30, 2003, by and between Seminis Merger
Corp. and Jose Manuel Madero Garza.
(d)(12) Employment Agreement, dated May 30, 2003, by and between Seminis
Merger Corp. and Bruno Ferrari Garcia de Alba.
(f) Section 262 of the Delaware General Corporation Law, incorporated
herein by reference to Appendix D to the Proxy Statement.
16