1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

AMENDMENT NO. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000,

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO ____________.

Commission file number 0-26519

Seminis, Inc.
(Exact name of registrant as specified in its charter)

Delaware 36-0769130
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

2700 Camino Del Sol, Oxnard, California 93030-7967
(Address of principal executive offices)

Registrant's telephone number including area code: (805) 647-1572

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
None None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, par value $0.01 per share
(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

PURPOSE OF AMENDMENT

The registrant has determined to furnish the information required in Part III of
its Annual Report on Form 10-K for the fiscal year ended September 30, 2000
rather than to incorporate it by reference to information to be contained in the
registrant's definitive proxy statement. The registrant hereby amends Part III
of the Annual Report on Form 10-K as follows to include the information required
by Part III.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Executive Officers" in Item 1 of
this Form 10-K Report is incorporated herein by reference.

DIRECTORS

At the Annual Meeting of Stockholders, to be held March 14, 2001, four Directors
are to be elected, each to hold office until the expiration of his term and
until a successor shall be elected and shall qualify. The Directors serve
staggered terms.

NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2001

Adrian Rodriguez Macedo. Director since January 2001. Managing Director of
Monterrey Capital Partners, an investment fund, since September 2000; Chairman
of Vectodivisas, a money exchange office, since 1994; age 50.

George C. Ball, Jr. Director of Seminis since October 1995. President of
Burpee Holding Company, a garden products and services company, since 1993;
director of Geo J. Ball, Inc. from 1989 until its merger with Seminis in October
1995; age 48.

Frank J. Pipp. Director of Seminis since December 1995. Consultant to Xerox
Corporation since 1988; Corporate Officer, Group Vice President of Xerox
responsible for worldwide product development and manufacturing, from 1980 to
1988; director of Advanced Hi-Tech, Inc., AAVID Thermal Technologies Inc. and
Nypro, Inc.; age 75.

Christopher J. Steffen. Director of Seminis since January 1997. Business
consultant since December 1996; Vice Chairman and a director of Citicorp, N.A.,
predecessor to CitiGroup, N.A. and its principal subsidiary, Citibank, N.A.,
from May 1993 to December 1996; age 58.

DIRECTORS WITH TERMS EXPIRING IN 2002

Alfonso Romo Garza. Chairman of the Board of Directors of Seminis since
October 1995; Chief Executive Officer of Seminis since November 1999. Chief
Executive Officer of Pulsar Internacional, S.A., de C.V. ("Pulsar"), an
affiliate of Savia, since 1984; Chairman of the Board and Chief Executive
Officer of Savia since 1988; Chairman of the Board and Chief Executive Officer
of Seguros Comercial America, S.A. de C.V., a majority owned subsidiary of
Savia, since 1989; Chairman of the Board of Empaques Ponderosa, S.A. de C.V.
("Empaq"), a majority owned subsidiary of Savia, since 1995; director of
Cementos Mexicanos, S.A. de C.V., age 50.

Jose Manuel Garcia. Garcia Director since January 2001. Chief Operating
Officer of Savia's Packaging Division since 1989. He is a director of Savia,
since January 1999 and of Empaq, since January 1995; age 49.

Eugenio Najera Solorzano. Director of Seminis since May 1998. President of
Seminis since August 21, 2000; President and Chief Operating Officer of Seminis
Vegetable Seeds, Inc., the principal operating subsidiary of Seminis, since
August 21, 2000; in charge of new business development at Savia, from August
1997 to August

2000; Chief Operating Officer of Cigarrera La Moderna, S.A. de C.V. from
November 1992 to September 1997; director of Savia and Bionova Holding
Corporation ("Bionova"); age 52.

DIRECTORS WITH TERMS EXPIRING IN 2003

Bernardo Jimenez Barrera. Director of Seminis since October 1995. Chief
Financial Officer of Savia, since April, 2000; Chief Executive Officer and
Chairman of the Board of Bionova, a leading biotechnology and processor company
and a majority owned subsidiary of Savia and an affiliate of Seminis, since
October 1996; director of Savia; age 47.

Dr. Peter Davis. Director of Seminis since October 1995. President of the
Family Business Group Inc., a consulting firm specializing in strategic issues
for closely-held companies since May 1986; member of the executive committee of
Pulsar, an affiliate of Savia; director of Bionova; member of the faculty of the
Wharton School of the University of Pennsylvania from 1975 to 1994; age 56.

Dr. Roger Beachy. Director of Seminis since May 2000. President and
Director of Donald Danforth Plant Science Center since January 1999; Adjunct
Professor of the Department of Biology of the Peking University, Beijing, China;
Professor and Scripps Family Chair Head, Division of Plant Biology and
Co-Director, International Laboratory for Tropical Agricultural Biotechnology,
The Scripps Research Institute, La Jolla, California, from June 1991 to January
1999; age 56.

Dr. Eli Shlifer. Director of Seminis since January 1997. Self employed;
consultant for Pulsar for more than six years; director of Bionova; age 70.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Seminis'
officers and directors and persons who own more than ten percent of a registered
class of Seminis' equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Seminis believes that
during fiscal year 2000 its officers and directors complied with all applicable
Section 16(a) filing requirements, except that Dr. Charles E. Green
inadvertently failed to file a Form 3 upon the acquisition of 3,000 Class A
shares on August 16, 2000 and, consequently, a Form 4 after the tenth day after
the end of the month in which a change in beneficial ownership occurred. Mr.
Green acquired 3,000 Class A shares on August 17, 2000, 10,000 shares on August
21, 2000, 10,000 shares on October 20, 2000, 7,000 shares on December 15, 2000
and 3,000 shares on December 18, 2000. Mr. Green will promptly file, as required
by law.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY COMPENSATION TABLE AND RELATED INFORMATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee (the "Committee") of the Board of Directors sets
the compensation of the Chief Executive Officer and Chief Operating Officer,
reviews the design, administration and effectiveness of compensation programs
for other key executives, and approves stock option grants. The Committee,
serving under a charter adopted by the Board of Directors, is composed entirely
of outside directors who have never served as officers of the Company.

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Company operates in an extremely competitive and rapidly changing
business environment. The Committee believes that the compensation programs for
the executive officers should be designed to attract, motivate and retain
talented executives responsible for the success of the Company and should be
determined within a competitive framework and based on the achievement of
designated financial targets, individual contribution, product quality, and
customer satisfaction. Within this overall philosophy, the Committee's
objectives are to:

- Offer a total compensation program that takes into consideration the
compensation practices of a group of selected companies with which the
Company competes for executive talent and insures equitable
remuneration.

- Provide annual variable incentive awards that take into account the
Company's overall financial performance in terms of designated
corporate objectives as well as individual contributions.

- Align the financial interests of executive officers with those of
shareholders by providing significant equity-based, long-term
incentives.

COMPENSATION COMPONENTS AND PROCESS

The three major components of the Company's executive officer compensation
are: (i) base salary, (ii) variable incentive awards, and (iii) long-term,
equity-based incentive awards.

The Committee determines the compensation levels for the executive officers
with the assistance of the Company's human resources department, which works
with independent consulting firms that furnish the Committee with executive
compensation data drawn from nationally recognized surveys of similarly sized
companies.

The positions of the Company's CEO and executive officers were compared
with those of their counterparts, and the market compensation levels for
comparable positions were examined to determine base salary, target incentives
and total cash compensation.

Base Salary. The base salary for each executive officer is determined at
levels considered appropriate for comparable positions at the peer companies.
Consideration is also given to compensation of comparable positions in other
Pulsar operating companies.

Variable Incentive Awards. To reinforce the attainment of Company goals,
the Committee believes that a substantial portion of the annual compensation of
each executive officer should be in the form of variable incentive pay. Variable
incentive pay awards are the result of the cumulative achievement of company,
team, and personal goals. Goals are established at the beginning of each fiscal
period. Goals are set from top down within the organization in such a manner
that the personal and team goals for subordinate organizational levels support
the attainment of goals for the higher level, thereby assuring a commonality of
purpose among functional operations. The incentive plan sets a threshold level
of Company performance that must be attained before any incentive awards are
made. Once the fiscal year's threshold is reached, specific formulas are in
place to calculate the actual incentive payment for each officer. The plan does
allow for pro-rata incentive payment based upon Company goal performance over
the threshold but less than or greater than 100% of target. A target is set for
each executive officer based on targets for comparable positions at comparison
companies, as well as related Pulsar organizations, and is stated in terms of a
percentage of the officer's base salary for the year. No incentive bonuses were
paid to any of the named employees listed in the Executive Summary Compensation
Table included herein. The special research and development bonus was paid to
Dr. Green and non-executive incentive bonuses were paid to Dr. Green and Mr.
Colton.

Long-Term, Equity-Based Incentive Awards. The goal of the Company's
long-term, equity-based incentive awards is to align the interests of executive
officers with shareholders and to provide each executive officer with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the business. The Committee determines the size of
long-term, equity-based incentives according to each executive's position within
the Company and sets a level it considers appropriate to create a meaningful
opportunity for stock ownership. In addition, the Committee takes into account
an individual's recent performance, his or her potential for future
responsibility and promotion, and the number of unvested options held by each
individual at the time of the new grant. The relative weight given to each of
these factors varies among individuals at the Committee's discretion.
Equity-based incentive awards are made in conformance with the Seminis Stock
Option Plan of 1998.

CEO COMPENSATION. The annual base salary of Mr. Romo was established by the
Compensation Committee and approved by the Board at its November 1999 meeting.
The Committee's recommendation was made based upon Mr Romo's duties and the
salary levels paid to Chief Executive Officer's of similarly sized companies
doing business on a global scale. Further consideration was taken of Mr. Romo's
involvement in the founding of Seminis and his previous services to the company.

Mr. Romo received no incentive compensation payment as a result of Seminis'
fiscal year 2000 performance. On October 2000, Mr. Romo did receive an option
grant of 80,000 shares under the Company's broad-based stock option program
during and subsequent to the Company's fiscal year end. The option grants made
to Mr. Romo have the four (4)-year vesting schedule applicable to all plan
participants.

The Variable Incentive Awards Program, from which Mr. Romo received no
payment, and Options from the Company's Stock Option Plan, which depend upon
appreciation of the Company's Common Stock over the option term, place a
significant portion of Mr. Romo's compensation at risk.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code disallows a Federal income tax deduction to publicly held
companies for compensation paid to certain of their executive officers, to the
extent that compensation exceeds $1 million per covered officer in any fiscal
year. This limitation applies only to compensation which is not qualified
performance based compensation. The Seminis Stock Option Plan of 1998 has been
structured so that any compensation deemed paid in connection with the exercise
of option grants made under that plan should qualify as performance-based
compensation which should not be subject to the $1 million limitation.

COMPENSATION COMMITTEE

Timothy M. George, Chairman
Frank J. Pipp
Christopher J. Steffen

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee of the Company's Board of
Directors for the 2000 fiscal year are those named above in the Compensation
Committee Report. No member of this Committee was at any time during the 2000
fiscal year or at any other time an officer or employee of the Company.

DIRECTORS' COMPENSATION

Seminis' outside directors receive an annual board membership fee of
$25,000, a fee of $2,500 for each meeting of the Board of Directors attended and
a fee of $1,000 for each committee meeting attended. Committee chairmen receive
an additional annual fee of $2,000 and an additional fee of $250 for each
committee meeting attended. Directors are eligible to receive options under the
Seminis stock option plan.

EXECUTIVE SUMMARY COMPENSATION TABLE

The following table provides a summary of compensation earned by the
Company's Chief Executive Officer and the four other highest-paid executives,
for services rendered in all capacities to the Company and its subsidiaries for
each of the last three fiscal years:

LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
------------------- SECURITIES
OTHER UNDERLYING
FISCAL SALARY BONUS COMPENSATION OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)
- --------------------------- ------ ------- ------- ------------ -----------

Alfonso Romo (1).............................. 2000 690,797 -- -- 3,000
Chairman of the Board and Chief Executive 1999 -- -- -- --
Officer 1998 -- -- -- --

Alejandro Rodriguez Graue (2) (3)............. 2000 567,999 -- 113,766 49,500
President & Chief Operating Officer 1999 370,789 -- 246,795 --
1998 352,910 628,093 188,913 35,046

Octavio Hernandez (3)......................... 2000 273,966 -- 38,063 27,848
Vice President & Chief Financial 1999 215,410 -- 76,495 --
Officer 1998 169,735 289,333 270,709 6,077

Dr. Charles E. Green.......................... 2000 236,143 113,082(4) -- 33,272
Vice President-- Research and 1999 204,579 139,396 -- --
Development 1998 180,871 45,316 -- --

Ron Colton.................................... 2000 202,923 42,675 -- 7,343
Corporate General Counsel 1999 200,000 -- -- --
1998 30,769 -- -- --

- ----------
(1) Alfonso Romo became Chief Executive Officer in December 1999.

(2) Alejandro Rodriguez resigned on August 21, 2000 and was retained as a
consultant until November 30, 2000.

(3) Other compensation paid to Mr. Rodriguez consisted of: 1) The fair market
value of housing provided by the Company of $51,190 for fiscal year 2000,
$73,620 in fiscal year 1999 and $72,000 in fiscal year 1998, and 2) A
Relocation/International Living Bonus of $62,576 for fiscal year 2000,
$173,175 in fiscal year 1999 and $116,913 in fiscal year 1998. Other
compensation paid to Mr. Hernandez consisted of: 1) The fair market value
of housing provided by the Company of $9,673 for fiscal year 2000, $44,600
in fiscal year 1999 and $54,000 in fiscal year 1998, and 2) A
Relocation/International Living Bonus of $28,390 in fiscal year 2000,
$31,895 in fiscal year 1999 and $216,709 in fiscal year 1998. The homes
occupied by Mssrs. Rodriguez and Hernandez were sold to these officers in
April and May 2000, respectively. Mssrs. Rodriguez and Hernandez also
received a special bonus equal to the interest expense on the Company loans
(described under "Transaction With Executive Officers, etc.") to finance
the purchase of the homes from the Company.

(4) Dr. Charles E. Green's 2000 bonus includes $38,068 as a special one-time
research and development bonus payment which was provided to Seminis
scientific and breeder staff members.

OPTION GRANTS

In August and October of 2000 options to purchase Seminis shares were
granted to various individuals for services rendered during the preceding fiscal
year pursuant to the terms of the Seminis, Inc. 1998 Stock Option Plan as
amended. Awards were made to the named officers set forth below.

INDIVIDUAL GRANTS
-----------------------------------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE
OPTIONS VALUE AT ASSUMED
NUMBER OF GRANTED TO ANNUAL RATES OF STOCK
SECURITIES EMPLOYEES IN EXERCISE OR PRICE FOR APPRECIATION
UNDERLYING AUGUST AND BASE PRICE FOR OPTION TERM(1)
OPTIONS OCTOBER 2000 PER SHARE EXPIRATION ----------------------
NAME (#) GRANT ($/SHARE) DATE 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ---------- ---------

Alfonso Romo.................. 80,000 15.34% 1.36 10/15/10 68,424 173,399

Dr. Charles E. Green.......... 25,272 5.85% 1.56 08/28/10 24,794 62,832
15,000 2.88% 1.36 10/15/10 12,829 32,512

Octavio Hernandez............. 16,848 3.90% 1.56 08/28/10 16,529 41,888
10,000 1.92% 1.36 10/15/10 8,553 21,675

Ron Colton.................... 3,343 0.77% 1.56 08/28/10 3,280 8,311
4,000 0.77% 1.36 10/15/10 3,421 8,670

- ----------
(1) There is no assurance provided to any executive officer or any other holder
of the Company's securities that the actual stock price appreciation over
the ten (10) year option term will be at the assumed 5% or 10% annual rates
of compounded stock price appreciation or at any other defined level.
Unless the market price of the Common Stock appreciates over the option
term, no value will be realized from the option grants made to the
executive officers.

(2) Mr. Eugenio Najera received 50,000 options in October 2000 at an exercise
price of $1.36 per share.

OPTION EXERCISES

No exercises of stock were made during fiscal year 2000 by the (1)
President and Chief Executive Officer and (2) the other four most highly
compensated executive officers of Seminis.

FISCAL 2000 YEAR END OPTION VALUES

The following table sets forth information concerning unexercised options
held by the named executive officers and directors as of September 30, 2000.
Based on the closing price per share of Class A Common Stock on the Nasdaq
National Market on September 30, 2000, none of the unexercised options are
in-the-money.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END(#) FISCAL YEAR END($)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Alfonso Romo........................... 3,000 -- --
Alejandro Rodriguez Graue.............. 17,523 67,023 -- --
Octavio Hernandez...................... 3,039 30,886 -- --
Dr. Charles E. Green................... 2,871 36,142 -- --
Ron Colton............................. 7,343 -- --

STOCK PERFORMANCE GRAPH

The graph set forth below compares the monthly percentage change in
Seminis' cumulative total shareholder return on its Class A Common stock to the
cumulative total return of the Standard & Poor's 500 Stock Index (the "S&P 500")
and a peer group comprised of Standard & Poor's Foods Index.

CUMULATIVE TOTAL SHAREHOLDER RETURN
FOR THE FIFTEEN MONTH PERIOD ENDING SEPTEMBER 30, 2000*

[PERFORMANCE GRAPH]

SEMINIS S&P 500 S&P FOODS
------- ------- ---------

June 30 100 100 100
September 30, 1999 58 94 94
September 30, 2000 8 106 89

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of common stock, as of January 26, 2001, by each of Seminis'
directors, the President and Chief Operating Officer and the other named
executive officers, each person known to Seminis to own beneficially more than
5% of the outstanding shares of common stock, and all directors and executive
officers of Seminis as a group.

The persons named in the table have sole voting and investment power with
respect to all shares of common stock shown as those beneficially owned by them.

CLASS A CLASS B TOTAL
COMMON STOCK COMMON STOCK COMMON STOCK
---------------------- ----------------------- ---------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS NUMBER PERCENT(1) NUMBER(2) PERCENT(3) NUMBER PERCENT(4)
- ------------------------------------- ------ ---------- --------- ---------- -------- ----------

DIRECTORS AND NOMINEES

Alfonso Romo Garza..................... 42,000 *% 42,823,515(5) 93.4% 42,865,515(5) 71.7%
Chairman of the Board and Director
c/o Pulsar International, S.A. de
C.V.
Ave. Roble No. 300
Torre Alta
Col. Valle del Campestre
66265 Garza Garcia, N.L.
Mexico
Savia, S.A. de C.V..................... -- -- 40,615,619 88.6 40,615,619 67.9
Av. Batallon de San Patricio
No. 111-40 Piso
Colonia Valle Oriente
66269 San Pedro, Garza Garcia, N.L
Mexico
George C. Ball, Jr..................... -- -- 180,131 * 180,131 *
Bernardo Jimenez Barrera............... 8,000 * -- -- 8,000 *
Dr. Peter Davis........................ 3,000 * -- -- 3,000 *
Frank J. Pipp.......................... 8,000 * -- -- 8,000 *
Dr. Eli Shlifer........................ 6,900 * -- -- 6,900 *
Eugenio Najera Solorzano............... 30,300 * -- -- 30,300 *
Christopher J. Steffen................. 5,000 * -- -- 5,000 *
Roger Beachy........................... -- * -- -- -- *
Adrian Rodriguez....................... 31,875 * -- -- 31,875 *
Jose Manuel Garcia..................... -- * -- -- -- *

NAMED EXECUTIVE OFFICERS

Alejandro Rodriguez Graue.............. 2,800 * -- -- 2,800 *
Octavio Hernandez...................... 1,500 * -- -- 1,500 *
Dr. Charles E. Green................... 36,000 * -- -- 36,000 *
Ron Colton............................. 100 * -- -- 100 *

All directors and executive officers
of Seminis as a group (15 persons)... 175,475 1.3 43,179,121 93.8 43,179,121 72.2

CERTAIN BENEFICIAL OWNERS

Capital Group International, Inc....... 1,491,000(6) 10.7 -- -- 1,491,000(6) 2.5
11100 Santa Monica Boulevard
Los Angeles, CA 90025

- ----------

- ----------
* Less than 1%

(1) The calculation of percentage beneficial ownership of Class A Common Stock
is based on 13,975,764 shares of Class A Common Stock outstanding.

(2) Class B Common Stock is convertible into shares of Class A Common Stock at
anytime. The number of shares of Class B Common Stock for each person in
the table assumes such persons do not convert any Class B Common Stock into
Class A Common Stock.

(3) The calculation of percentage beneficial ownership of Class B Common Stock
is based on 45,848,622 shares of Class B Common Stock outstanding.

(4) The calculation of percentage beneficial ownership of Class A Common Stock
and Class B Common Stock, together, is based on 59,824,386 of Class A
Common Stock and Class B Common Stock, in aggregate.

(5) The number of shares of Class B Common Stock beneficially owned by Alfonso
Romo Garza includes shares beneficially owned by Savia and other entities
controlled by Mr. Romo as well as shares directly owned by Mr. Romo. The
number of shares beneficially owned by Savia includes shares beneficially
owned by entities controlled by Savia as well as shares directly owned by
Savia.

(6) As reported on Schedule 13G filed with the Securities and Exchange
Commission, as amended on February 11, 2000, Capital Guardian Trust Co., a
bank, is the beneficial owner of 1,491,000 shares with sole power to vote
1,103,500 shares and to dispose of 1,491,000 shares of Class A Common
Stock. Capital Group International, Inc. is the parent company of such
shareholder.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 21, 2000, Seminis sold residential real property to Mr. Alejandro
Rodriguez, former President and COO of Seminis, at the appraised value of
$1,100,000.00. As part of the transaction, Mr. Rodriguez executed a Promissory
Note (secured by a Deed of Trust) for the purchase price. Such Note provides for
interest at the rate of 7.75 percent per annum, and is payable in ten equal
annual installments of principal, including interest accrued thereon, with the
first such payment to be due December 15, 2000, and annually thereafter. Seminis
has agreed to defer the payment of $165,590.00 ($110,000.00 of principal and
$55,590.00 in accrued interest) that was due on December 15, 2000. Mr. Rodriguez
has agreed to pay the entire Note, including all accrued interest thereon, upon
the sale of his house but no later than November 30, 2001. Mr. Rodriguez
resigned on August 21, 2000 with no severance arrangements from Seminis.

On May 31, 2000, Seminis sold residential real property, originally
acquired on April 16, 1999 for $216,000.00, to Mr. Octavio Hernandez, former
Vice President and Chief Financial Officer, at the appraised value of
$216,000.00. As part of the transaction, Mr. Hernandez executed a Promissory
Note (secured by a Deed of Trust) for the purchase price. Such Note provides for
interest at the rate of 7.75 percent per annum, and is payable in ten equal
annual installments of principal, including interest accrued thereon, with the
first such payment to be due December 15, 2000, and annually thereafter. Mr.
Hernandez has paid the entire Note to Seminis, including all accrued interest
thereon. Mr. Octavio Hernandez resigned, effective December 31, 2000, with no
severance arrangements from Seminis.

On June 16, 2000, Seminis sold residential real property, originally
acquired on December 12, 1999 for $862,000, to Mr. Bruno Ferrari, Senior Vice
President, at the appraised value of $875,000.00. As part of the transaction,
Mr. Ferrari executed a Promissory Note (secured by a Deed of Trust) for the
purchase price. Such Note provides for interest at the rate of 7.75 percent per
annum, and is payable in ten equal annual installments of principal, including
interest accrued thereon, with the first such payment to be due December 15,
2000, and annually thereafter. The December installment has been paid in full.

On or about April 17, 2000, Seminis loaned $100,000.00 to Mr. Gaspar
Alvarez, Vice President and Worldwide Controller, to aid Mr. Alvarez in the
purchase of a family residence. Such amount is evidenced by a Promissory Note
signed by Mr. Alvarez (and secured by a second Deed of Trust on such residential
property), and is payable in ten annual equal installments of principal, plus
interest thereon at the rate of 7.75 percent per annum. The first such annual
installment is due on December 15, 2000. The December installment has been paid
in full.

Pursuant to an agreement between Seminis and Bionova, Seminis pays Bionova
a minimum fee of $2.5 million per year for access to the results of Bionova's
biotechnology research. This agreement will terminate pursuant to its terms on
January 1, 2007.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

SEMINIS, INC.

/s/ Eugenio Najera Solorzano
----------------------------------------
Name: Eugenio Najera Solorzano
Title: President

Dated: January 29, 2001