UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

~~[X]~~þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~DECEMBER 2531, 2004

[o ] 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 000-26519

SEMINIS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


DELAWARE		36-0769130
(STATE OF INCORPORATION)		(I.R.S. EMPLOYER IDENTIFICATION NO.)

2700 CAMINO DEL SOL, OXNARD, CALIFORNIA		93030-7967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(805) 647-1572
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE
(FORMER NAME, ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

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]~~þ NO ~~[ ]~~o

Indicate, by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). YES ~~[ ]~~o NO ~~[X]~~þ

As of February 9, 2005, 64,333,205 shares of the registrant’s common stock, $0.01 par value, were outstanding.

SEMINIS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~DECEMBER 2531, 2004

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION	~~PART I — FINANCIAL INFORMATION~~
Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 25, 2004 and September 30, 2003		3
	Consolidated Balance Sheets as of December 31, 2004 and September 30, 2004		3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 25, 2004 and June 27, 2003		4
	Consolidated Statements of Operations for the Three Months Ended December 31, 2004 and December 26, 2003		4
	Consolidated Statement of Stockholders’ Equity for the Nine Months Ended June 25, 2004		5
	Consolidated Statement of Stockholders' Equity for the Three Months Ended December 31, 2004		5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 25, 2004 and June 27, 2003		6
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2004 and December 26, 2003		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2625
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3431
Item 4.	Controls and Procedures		3431
	PART II –– OTHER INFORMATION
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		3532
Item 6.	Exhibits and Reports on Form 8-K		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
	Signatures		39
Item 3.	Defaults Upon Senior Securities		33
Item 4.	Submission of Matters to a Vote of Security Holders		33
Item 5.	Other Information		33
Item 6.	Exhibits and Reports on Form 8-K		33
	Signatures		36
	Certification of Results
	Exhibit 31.1		4037
	Exhibit 31.2		4138
	Exhibit 32.1		4239
	Exhibit 32.2		4340
Exhibit 31.1
EX-10.11
Exhibit 31.2
EX-10.12
Exhibit 32.1
EX-10.13
Exhibit 32.2
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SEMINIS, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

	As of			As of
	June 25,			September 30,
	December 31,			September 30,
	2004			~~2003~~2004
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	7475,~~605~~796		$	36116,~~824~~870
Accounts receivable, less allowances for doubtful accounts of $10,505 and $10,439, respectively		178,647			151,578
Accounts receivable, less allowances for doubtful accounts of $11,407 and $10,072, respectively		149,679			153,173
Inventories		~~289~~345,~~266~~146			~~351~~328,~~637~~395
Prepaid expenses and other current assets		711,~~152~~661			48,~~450~~017
Total current assets		~~549~~582,~~670~~282			~~544~~606,~~489~~455
Property, plant and equipment, net		7486,~~021~~963			6978,~~792~~608
Intangible assets, net		6970,~~478~~196			7369,~~009~~008
Other assets		2024,~~545~~097			1923,~~957~~591
Total Assets	$	~~713~~763,~~714~~538		$	~~707~~777,~~247~~662
Liabilities and Stockholders’ Equity:
Current liabilities
Short-term borrowings	$	1820,~~262~~604		$	2010,~~031~~965
Current maturities of long-term debt		1,~~796~~826			21,~~722~~746
Accounts payable		2246,~~724~~177			5063,~~280~~339
Accrued liabilities		91110,~~642~~427			89120,~~416~~334
Total current liabilities		~~134~~179,~~424~~034			~~162~~196,~~449~~384
Long-term debt		~~450~~448,~~247~~064			~~398~~448,~~538~~816
Deferred income taxes		2120,~~710~~804			2116,~~312~~291
Minority interest in subsidiaries		1,~~467~~455			1,~~723~~644
Preferred shares subject to mandatory redemption		4142,~~483~~016			3941,~~300~~773
Total liabilities		~~649~~691,~~331~~373			~~623~~704,~~322~~908
Commitments and contingencies (see Note 12)
Stockholders’ equity
Class A Common Stock, $.01 par value; 200,000 shares authorized as of June 25, 2004 and September 30, 2003; 64,333 and 63,260 shares issued and outstanding as of June 25, 2004 and September 30, 2003, respectively		644			633
Class A Common Stock, $.01 par value; 200,000 shares authorized, and 64,333 shares issued and outstanding as of December 31, 2004 and September 30, 2004, respectively		644			644
Additional paid-in-capital		94,149			9194,~~034~~149
Accumulated deficit		(2932,~~732~~067	)		(723,~~603~~911	)
Accumulated other comprehensive loss		(678	)		(139	)
Accumulated other comprehensive income		9,439			1,872
Total stockholders’ equity		6472,~~383~~165			8372,~~925~~754
Total Liabilities and Stockholders’ Equity	$	~~713~~763,~~714~~538		$	~~707~~777,~~247~~662

The accompanying notes are an integral part of these consolidated financial statements.

SEMINIS, INC.

Consolidated Statements of Operations (In thousands)

(In thousands)


	For the Three Months Ended
	December 31,			December 26,
	2004			2003
	(Unaudited)
Net sales	$	110,704		$	101,892
Cost of goods sold		47,074			52,475

Gross profit		63,630			49,417


Operating expenses
Research and development expenses		13,022			11,574
Selling, general and administrative expenses		53,374			45,910
Amortization of intangible assets		2,061			1,887

Total operating expenses		68,457			59,371

Gain (loss) on sale of fixed assets		(173	)		2,525


Loss from operations		(5,000	)		(7,429	)


Other income (expense)
Interest income		413			112
Interest expense		(10,498	)		(8,036	)
Interest expense from preferred shares subject to mandatory redemption		(1,743	)		(1,760	)
Foreign currency gain		10,087			8,876
Minority interest benefit (provision)		87			(10	)
Other, net		199			201

		(1,455	)		(617	)


Loss before income taxes		(6,455	)		(8,046	)
Income tax expense		(1,701	)		(1,083	)

Net loss	$	(8,156	)	$	(9,129	)

	For the Three Months Ended						For the Nine Months Ended
	Successor			Predecessor			Successor			Predecessor
	June 25,			June 27,			June 25,			June 27,
	2004			2003			2004			2003
		(Unaudited)						(Unaudited)
Net sales	$	116,516		$	113,088		$	394,785		$	352,705
Cost of goods sold		57,375			42,113			190,585			130,354
Gross profit		59,141			70,975			204,200			222,351
Operating expenses
Research and development expenses		13,166			12,564			36,801			34,942
Selling, general and administrative expenses		48,012			46,685			144,907			138,022
Amortization of intangible assets		2,029			4,014			5,880			11,907
Total operating expenses		63,207			63,263			187,588			184,871
Gain on sale of fixed assets		1,006			366			3,621			1,457
Income (loss) from operations		(3,060	)		8,078			20,233			38,937
Other income (expense)
Interest income		215			120			642			626
Interest expense		(10,574	)		(8,920	)		(29,005	)		(24,361	)
Interest expense from preferred shares subject to mandatory redemption		(1,697	)		––			(5,246	)		––
Foreign currency gain (loss)		(252	)		151			4,412			180
Minority interest provision		(465	)		(423	)		(636	)		(153	)
Other, net		(205	)		(507	)		(3,845	)		(330	)
		(12,978	)		(9,579	)		(33,678	)		(24,038	)
Income (loss) before income taxes		(16,038	)		(1,501	)		(13,445	)		14,899
Income tax expense		(1,787	)		(1,843	)		(8,684	)		(5,983	)
Net income (loss)		(17,825	)		(3,344	)		(22,129	)		8,916
Preferred stock dividends		––			(4,660	)		––			(13,844	)
Net loss available for common stockholders	$	(17,825	)	$	(8,004	)	$	(22,129	)	$	(4,928	)

The accompanying notes are an integral part of these consolidated financial statements.

SEMINIS, INC.

Consolidated Statement of Stockholders’ Equity

(In thousands)

	Class A									Accumulated			Total
										Accumulated			Total
	Common Stock				AdditionalPaid-in		Accumulated			OtherComprehensive			Stock-Holders’
	Class A				Additional					Other			Stock-
	Number		Amount		Capital		Deficit			Income (Loss)			Equity
	Common Stock				Paid-in		Accumulated			Comprehensive			Holders’
Balance, September 30, 2003		63,260	$	633	$	91,034	$	(7,603	)	$	(139	)	$	83,925
	Number		Amount		Capital		Deficit			Income			Equity
Balance, September 30, 2004		64,333	$	644	$	94,149	$	(23,911	)	$	1,872		$	72,754
Comprehensive income (loss):
Net loss (unaudited)		—		—		—		(228,~~129~~156	)		—			(228,~~129~~156	)
Translation adjustment (unaudited)		—		—		—		—			(17,~~279~~429	)		(17,~~279~~429	)
Equity adjustment for interest rate swap (unaudited)		—		—		—		—			~~740~~138			~~740~~138
														(22,668	)
Comprehensive loss														(589	)
Stock based compensation (unaudited)		1,073		11		3,115		––			—			3,126
Balance, December 31, 2004 (unaudited)		64,333	$	644	$	94,149	$	(32,067	)	$	9,439		$	72,165
Balance, June 25, 2004 (unaudited)		64,333	$	644	$	94,149	$	(29,732	)	$	(678	)	$	64,383

The accompanying notes are an integral part of these consolidated financial statements.

SEMINIS, INC.

Consolidated Statements of Cash Flows

(In thousands)

	For the Nine Months Ended
	For the Three Months Ended
	Successor				Predecessor
	December 31,			December 26,
	June 25,				June 27,
	2004			2003
	2004				2003
	(Unaudited)
	(Unaudited)
Cash flows from operating activities:
Cash flows from operating activities:
Net loss	$	(8,156	)	$	(9,129	)
Net income (loss)	$	(22,129	)		$	8,916
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		3,655			3,788
Depreciation and amortization		11,557				22,875
Loss/(Gain) on sale of fixed assets		173			(2,525	)
Gain on sale of fixed assets		(3,621	)			(1,457	)
Deferred income taxes		2,878			2,077
Deferred income taxes		1,072				2,156
Inventory provision		3,000			4,000
Inventory provision		10,500				11,104
Provision (benefit) for minority interest subsidiary		(87	)		10
Provision for minority interest subsidiary		636				153
Compensation expense for restricted stock units		344			275
Compensation expense for restricted stock units		825				–––
Amortization of inventory step-up		9,968			11,526
Amortization of inventory step-up		44,944				–––
Foreign currency gain		(10,087	)		(8,876	)
Foreign currency gain		(4,412	)			(180	)
Other		(2,429	)		255
Other		(1,021	)			1,095
Changes in assets and liabilities:
Changes in assets and liabilities:
Accounts receivable		11,226			3,527
Accounts receivable		(24,386	)			(24,830	)
Inventories		(17,344	)		(11,967	)
Inventories		7,582				8,766
Prepaid expenses and other assets		(4,116	)		(6,267	)
Prepaid expenses and other assets		(9,774	)			(8,591	)
Current income taxes		(2,682	)		(1,901	)
Current income taxes		2,021				(63	)
Accounts payable		(19,180	)		(10,725	)
Accounts payable		(28,237	)			(17,376	)
Other liabilities		(12,469	)		2,485
Other liabilities		5,373				(6,158	)
Net cash used in operating activities		(45,306	)		(23,447	)
Net cash used in operating activities		(9,070	)			(3,590	)
Cash flows from investing activities:
Cash flows from investing activities:
Purchases of fixed and intangible assets		(3,088	)		(1,704	)
Purchases of fixed and intangible assets		(7,028	)			(9,546	)
Proceeds from disposition of assets		139			3,651
Proceeds from disposition of assets		5,118				8,969
Other		(1,361	)		(103	)
Other		(766	)			(36	)
Net cash provided by (used in) investing activities		(4,310	)		1,844
Net cash used in investing activities		(2,676	)			(613	)
Cash flows from financing activities:
Cash flows from financing activities:
Proceeds from long-term debt		37			7,019
Proceeds from long-term debt		167,679				686
Repayment of long-term debt		(646	)		(285	)
Repayment of long-term debt		(116,418	)			(16,754	)
Proceeds from short-term borrowings		10,162			6,060
Proceeds from short-term borrowings		8,127				20,974
Repayment of short-term borrowings		(1,992	)		—
Repayment of short-term borrowings		(9,779	)			(12,804	)
Net cash provided by financing activities		7,561			12,794
Other		(624	)			100
Effect of exchange rate changes on cash and cash equivalents		981			(197	)
Net cash provided by (used in) financing activities		48,985				(7,798	)
Decrease in cash and cash equivalents		(41,074	)		(9,006	)
Effect of exchange rate changes on cash and cash equivalents		542				3,326
Cash and cash equivalents, beginning of period		116,870			36,824
Increase (decrease) in cash and cash equivalents		37,781				(8,675	)
Cash and cash equivalents, end of period	$	75,796		$	27,818
Cash and cash equivalents, beginning of period		36,824				36,805
Cash and cash equivalents, end of period	$	74,605			$	28,130

The accompanying notes are an integral part of these consolidated financial statements.

SEMINIS, INC.

Notes to Consolidated Financial Statements

(In Thousands, Except Per Share Data)

Note 1 — Summary of Significant Accounting Policies

Description of Business

Seminis, Inc. (the “Company”, “we”) is the leading worldwide developer, producer and marketer of vegetable and fruit seeds. As a result of the acquisition transactions described in Note 2, which were completed on September 29, 2003, Fox Paine & Company, LLC, together with its affiliates and co-investors (collectively, “Fox Paine”), became the Company’s majority shareholder.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its majority controlled and owned subsidiaries. Investments in unconsolidated entities, representing ownership interests between 20% and 50%, are accounted for using the equity method of accounting. All material intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior years’ financial statements to conform to the current presentation.

As a result of the acquisition transactions described in Note 2, which were completed on September 29, 2003, the Company has presented its results of operations, and cash flows on a predecessor/successor basis. Periods prior to September 29, 2003 are predecessor periods, while others are successor periods.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal period, including estimates and assumptions related to customer discounts and allowances. Actual results could differ from those estimates.

The unaudited consolidated financial statements included herein reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and the financial condition of the Company at the date of the interim balance sheet. The Company’s business is subject to seasonal fluctuation and, therefore, the results of operations for periods less than one year are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year as a whole.

Supplementary Cash Flow Information

	Nine Months Ended
	Three Months Ended
	Successor		Predecessor
	December 31,		December 26,
	June 25,		June 27,
	2004		2003
	(Unaudited)
Cash paid for interest	$	2120,~~337~~121	$	181,~~288~~041
Cash paid for income taxes		51,~~591~~505		~~3,890~~907
Supplemental non-cash transactions:
Class B Redeemable Preferred Stock dividends		––		1,500

Recent Accounting Pronouncements

In December ~~2003~~2004, the FASB ~~reissued~~issued SFAS No. ~~132~~123(R), ~~“Employers’~~Share-Based ~~Disclosures about~~Payment, ~~Pensions~~which ~~and~~establishes standards ~~Other~~for ~~Postretirement~~transactions ~~Benefits,~~in which an ~~amendment~~entity ofexchanges ~~FASB Statements~~its ~~No. 87,~~equity ~~88,~~instruments ~~and~~for ~~106~~goods or services.” This ~~Statement~~standard ~~revises~~requires ~~employers’ disclosures~~a ~~about~~public ~~pension~~entity ~~plans~~to ~~and~~measure ~~other postretirement benefit plans. It does not change~~ the ~~measurement~~cost ~~or recognition~~ of ~~those~~employee ~~plans required by~~services ~~SFAS~~received ~~No. 87,~~in ~~“Employers’~~exchange ~~Accounting~~ for ~~Pensions,”~~an ~~SFAS~~award ~~No. 88,~~of ~~“Employers’ Accounting~~equity ~~for~~instruments ~~Settlements~~based ~~and~~on ~~Curtailments~~the ofgrant-date ~~Defined~~fair ~~Benefit~~value ~~Pension Plans~~of ~~and~~the ~~for~~award. ~~Termination Benefits,” and~~ SFAS No. ~~106,~~123(R) ~~“Employers’~~eliminates ~~Accounting~~the ~~for Postretirement~~exception ~~Benefits~~to ~~Other~~account ~~Than~~for ~~Pensions.”~~such ~~This~~awards ~~Statement~~using ~~retains~~ the ~~disclosure~~intrinsic ~~requirements~~method ~~contained~~previously inallowable ~~the~~under ~~original~~APB ~~SFAS~~Opinion No. ~~132,~~25. ~~“Employers’ Disclosures~~SFAS ~~about Pensions and Other Postretirement Benefits~~No.” 123(R) ~~The~~will ~~revised~~be ~~Statement~~effective ~~also~~for ~~requires~~interim ~~additional~~or ~~disclosures~~annual ~~about~~reporting ~~the~~periods ~~assets,~~beginning ~~obligations, cash~~on ~~flows,~~or ~~and~~after ~~net~~June 15, ~~periodic~~2005. ~~benefit cost of defined benefit pension plans~~The ~~and~~Company ~~other~~has ~~defined~~adopted ~~benefit~~FASB ~~postretirement~~Statement ~~plans~~No. 123 ~~The~~under the provisions of ~~the original~~ SFAS No. ~~132~~148 ~~will~~on ~~remain~~October 1, 2003; insee ~~effect~~Note ~~until~~9 ~~the~~Benefit ~~provisions~~Plan of(Stock ~~this Statement~~Based ~~are~~Compensation) ~~adopted.~~for ~~Certain~~related ~~new~~disclosure ~~provisions~~under ~~are effective for financial~~this ~~statements~~provision. ~~with~~Accordingly, ~~fiscal~~management ~~years~~believes ~~ending~~SFAS ~~after December~~No. ~~15,~~123(R) ~~2003,~~will ~~while~~not ~~other provisions~~have ~~are~~a ~~effective~~material ~~for~~impact ~~fiscal~~on the ~~years~~Company’s ~~ending~~balance ~~after~~sheet ~~June 15,~~or ~~2004~~income statements. ~~The interim~~Management ~~period~~continues ~~disclosures~~to ~~are~~assess ~~effective~~the ~~for interim periods beginning after~~potential ~~December 15,~~impact ~~2003.~~that ~~See~~the ~~Note~~adoption 8of ~~“Pensions~~SFAS ~~and~~No. 123(R) ~~Other~~could ~~Postretirement~~have ~~Benefits,” for~~on ~~disclosures required under~~ the ~~revised~~Company’s ~~SFAS~~statements Noof cash flows. ~~132.~~

In December ~~2003~~2004, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~SFAS ~~Board (FASB) reissued Interpretation~~ No. 46153, ~~“Consolidation~~Exchanges of ~~Variable~~Nonmonetary ~~Interest~~Assets, ~~Entities – an~~which ~~Interpretation~~eliminates ofthe ~~ARB~~exception ~~No. 51.”~~for ~~The~~nonmonetary ~~Interpretation~~exchanges ~~clarifies the application~~ of ~~Accounting~~similar ~~Research~~productive ~~Bulletin~~assets ~~No. 51,~~and ~~“Consolidated~~replaces ~~Financial Statements,”~~it towith ~~certain~~a ~~entities~~general inexception ~~which~~for ~~equity~~exchanges ~~investors do not have the characteristics~~ of anonmonetary ~~controlling~~assets ~~financial~~that ~~interest or~~ do not have ~~sufficient equity risk for~~commercial ~~the~~substance. ~~entity~~SFAS ~~to finance its activities without additional subordinated financial support~~No. 153 ~~The~~will ~~provisions~~be ~~of this Interpretation are~~ effective for ~~the~~ ~~Company~~nonmonetary ~~for~~asset ~~interim~~exchanges occurring in fiscal periods ~~ending~~beginning after ~~March~~June 15, ~~2004~~2005. The Company does not believe the adoption of ~~this~~ ~~Interpretation~~SFAS ~~has~~No. 153 ~~not~~will ~~had~~have a ~~significant~~material impact on ~~the~~its ~~Company’s~~ financial ~~results of operations and financial position~~statements.

In ~~May~~November ~~2003~~2004, ~~the~~ FASB ~~issued~~Statement ~~SFAS~~ No. ~~150~~151, ~~“Accounting~~Inventory ~~for~~Costs, ~~Certain~~an ~~Financial Instruments~~Amendment ~~with Characteristics~~ of ~~both~~ARB ~~Liabilities~~No. 43, ~~and~~Chapter 4 (“SFAS ~~Equity~~No. 151”), ~~This Statement~~was ~~establishes~~issued. ~~standards~~The ~~for~~amendments ~~how~~made anby ~~issuer~~SFAS ~~classifies~~No. 151 ~~and~~clarify ~~measures certain~~that ~~financial~~abnormal ~~instruments with characteristics~~ amounts of ~~both~~idle ~~liabilities~~facility ~~and equity.~~expense, ~~This~~freight, ~~Statement~~handling ~~requires~~costs, ~~that~~and anwasted ~~issuer~~materials ~~classify~~(spoilage) should ~~a financial~~be ~~instrument~~recognized ~~that~~as iscurrent-period ~~within~~charges ~~its~~and ~~scope~~require asthe aallocation ~~liability~~of ~~(or~~fixed anproduction ~~asset~~overheads ~~in some~~to ~~circumstances).~~inventory ~~The~~based ~~provisions~~on ofthe ~~this~~normal ~~Statement~~capacity ~~are~~of ~~effective~~the ~~for~~production ~~financial instruments~~facilities. ~~entered~~SFAS ~~into or modified after May~~No. ~~31,~~151 ~~2003,~~will ~~and otherwise are~~become effective atfor the ~~beginning~~Company ~~of the first interim period~~ beginning ~~after~~in ~~June 15,~~fiscal ~~2003~~2006. ~~The~~Management ~~Company~~is ~~adopted~~in ~~this~~the ~~Statement~~process as of ~~June 27, 2003 and~~assessing ~~accordingly~~the ~~classified~~impact ~~its~~SFAS ~~newly~~No. 151 ~~issued~~will ~~paid-in-kind~~have ~~mandatory~~on ~~redeemable preferred~~the ~~stock~~Company’s ~~(“PIK~~financial ~~Preferred~~position ~~Stock”)~~and asresults ~~a liability~~of operations.

InRecent ~~April 2003,~~Tax ~~the FASB issued SFAS No. 149, “Amendment to Statement 133 on~~Legislation ~~Derivative Instruments and Hedging Activities.” This Statement amends and~~ ~~clarifies financial accounting and reporting for derivative instruments,~~ including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) used for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The provisions of this Statement are effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this Statement did not have a significant impact on the Company’s financial condition or results of operations.

InThe ~~January 2003,~~United States Congress passed the ~~FASB~~American ~~issued~~Jobs ~~SFAS~~Creation ~~No. 148,~~Act of 2004 (the “~~Accounting~~Act”), ~~for~~which ~~Stock-Based~~the ~~Compensation-Transition~~President ~~and~~signed ~~Disclosure~~into law on October 22, an2004. ~~amendment~~Key provisions of ~~FASB~~the ~~Statement~~Act ~~No.~~include a temporary ~~123.”~~incentive ~~SFAS~~for NoU. ~~148~~S. ~~provides~~multinational ~~alternative~~corporations ~~methods~~to ofrepatriate ~~transition~~foreign ~~for~~earnings, a ~~voluntary~~domestic ~~change~~manufacturing todeduction, ~~the~~and ~~fair~~international ~~value~~tax ~~based~~reforms ~~method~~designed ofto ~~accounting~~improve ~~for~~the ~~stock-based employee~~global ~~compensation~~competitiveness of U.S. Itbusinesses. ~~also~~In ~~requires~~accordance ~~disclosures~~with inSFAS ~~both~~No. 109, ~~annual~~“Accounting ~~and~~for ~~interim~~Income ~~financial~~Taxes,” ~~statements~~we ~~about~~will reflect the ~~method~~effects of ~~accounting~~the ~~for~~Act, ~~stock-based~~if ~~employee compensation~~any, ~~and~~in the ~~effect~~first half of ~~the~~fiscal ~~method~~2005 ~~used~~as onpart of ~~reported~~income ~~results.~~tax ~~SFAS~~expense Nofor the period. ~~148~~ isWe ~~effective~~are ~~for~~still ~~annual~~evaluating ~~and~~the ~~interim~~impact ~~periods~~of ~~beginning~~the ~~after~~Act ~~December 15,~~on the ~~2002~~Company. ~~The~~Accordingly, ~~Company~~we ~~has~~have ~~adopted~~not ~~FASB~~yet ~~Statement~~determined ~~No. 123~~its ~~under~~impact ~~the~~on ~~provisions~~our ~~of SFAS~~effective ~~No. 148~~tax rate and on ~~October 1,~~our deferred ~~2003~~tax assets and liabilities.

Note 2 — Acquisition Transactions / Liquidity

Under the acquisition transactions, ~~described~~ in ~~Note 3, in~~ September 2003, the Company became a privately held company, ~~acquired~~by acquiring all of its publicly held shares of Class A common stock , shares of Class B common stock and shares of Class B and Class C Redeemable Preferred Stocks,. The Company also repaid the $216.6 million of principal outstanding under its senior credit facility, and the $11.6 million mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, and the Company issued $190.0 million of ten year, 10 1/4% senior ~~subordinated~~ subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of ~~which~~ the revolving loan was outstanding at ~~June 25, 2004 and~~ September 30, 2003~~, respectively~~), borrowed $17.0 million under a new mortgage note, and issued PIK Preferred ~~Stock~~ Stock along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million (see Note 11 ––— PIK Preferred Stock).

Upon completion of the acquisition transactions, the Company had total indebtedness of $421.3 million as of September 30, 2003 compared to $252.5 million before the transactions.

On January 23, 2004, the Company issued an additional $140.0 million of its 10 ¹/4% senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and conditions as the $190.0 million of senior subordinated notes issued as part of the acquisition transactions on September 29, 2003. The net proceeds from the additional notes, after deducting underwriting discounts and other expenses, were approximately $145.6 million. These net proceeds from the offering were used to repay $100.0 million and $15.0 million of the borrowings under the term loan portion and revolver portion, respectively, of Company’s senior secured credit facility and for general corporate purposes.

~~Concurrently with the offering of the additional notes, the Company amended~~8 the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million, amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

TheTable Company’s total indebtedness as of June 25, 2004 was $470.3 million, of which $89.3 million were borrowings under Company’s term loan, $342.0 million were borrowings under our senior 10 1/4% subordinated notes ( including $12.0 million of remaining premium balance, which will be amortized over the life of the notes and reduces interest expense), $17.4 million, $1.3 million, $0.5 million and $19.8 million were borrowings by its United States, Spanish, French and South Korean subsidiaries, respectively. The Company also has $41.5 million of preferred shares subject to mandatory redemption (see Note 11–– PIK Preferred Stock). As of June 25, 2004, the Company has cash and cash equivalents of $74.6 million. Contents

Concurrently with the offering of the additional notes, the Company amended the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million (none of the revolving credit facility was outstanding at December 31, 2004 and September 30, 2004), amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

The Company’s total indebtedness as of December 31, 2004 was $470.5 million, of which $88.6 million were borrowings under Company’s term loan, $341.4 million were borrowings under the senior 10 ¹/4% subordinated notes (including $11.4 million of remaining premium balance, which will be amortized over the life of the notes and reduces interest expense), and $17.0 million, $6.2 million, $1.5 million and $15.8 million were borrowings by its United States, Spanish, Italian and South Korean subsidiaries, respectively. The Company also has $42.0 million of preferred shares subject to mandatory redemption (see Note 11— PIK Preferred Stock). As of December 31, 2004, the Company has cash and cash equivalents of $75.8 million.

Going forward, the Company’s principal source of liquidity will be cash flow generated from operations, borrowings under its senior secured credit facility and additional capital infusion. The Company’s principal uses of cash will be to meet debt service requirements, finance capital expenditures and provide working capital. Based on the current level of operations, management believes that remaining cash on hand, cash flow from operations and available borrowings under its revolving credit portion of the senior secured credit facility will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.

Note 3 — Accounting Effects of the Acquisition Transactions

Overview

On May 30, 2003, the Company and certain other parties entered into a number of agreements pursuant to which a newly incorporated entity was formed to effect the acquisition transactions whereby the Company became a privately held company and Fox Paine acquired 75.1% of the outstanding common stock of the Company. On September 29, 2003, the acquisition transactions~~, described~~ ~~in Note 2,~~ were completed.

The acquisition transactions are accounted for under the purchase method of accounting. In accordance with applicable accounting guidelines, the purchase price paid by Fox Paine for Seminis’ common stock plus related purchase accounting adjustments are “pushed down” and recorded in Seminis’ financial statements. The acquisition transactions resulted, for purposes of financial statement presentation of the results of operations and cash flows, in a predecessor entity and a successor entity.

Carrying Value Adjustments

The 75.1% of deemed assets acquired and liabilities assumed in connection with the acquisition transactions were originally recorded at their estimated fair market values based on an independent appraisal and 24.9% of the historical bases were carried over, however, these values ~~were~~ were in excess of the proportionate purchase price paid by Fox Paine. Accordingly, the negative goodwill totaling $433.4 million was allocated against the value of non-current assets on a proportionate basis. The following summarizes the fair market values, subsequent adjustments ~~and~~ ~~on-going~~and the adjusted carrying values of the net assets acquired as of September 29, 2003:

				FMV			24.9%			Negative			Adjusted Basis
	Historical			Of 75.1%			Carryover			Goodwill			As of
	Basis			Acquired			Basis			Allocation			September 29, 2003
Current assets, excluding inventory	$	185,206		$	139,017		$	46,190		$	—		$	185,207
Inventory		279,680			283,107			69,751			—			352,858
Property, plant & equipment		166,943			125,308			41,635			(~~102~~106,~~582~~589	)		6460,~~361~~354
Goodwill		106,056			—			—			—			—
Intangibles		51,533			331,693			12,852			(271,536	)		73,009
In-process R&D		—			58,547			—			(47,929	)		10,618
Other long-term assets		18,463			13,859			4,605			(117,~~345~~338	)		711,~~119~~126
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)
	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

Inventories

The increase in inventory value of $73.2 million, reflecting the fair market value adjustment, is being expensed as the inventory is sold, which is was expected to be over a 16 -month period from September 29, 2003, the date of acquisition, based on an estimated inventory turn. The amortization period was subsequently changed to 18 months based on the actual inventory turn of fiscal year 2004.

Depreciation and Amortization

The effect of the negative goodwill allocation to the non -current assets resulted from the acquisition transactions iswas ~~being amortized or depreciated based on~~ the ~~remaining~~write-down ~~lives~~ of the non-current assets. ~~This~~Therefore, ~~results~~the ~~in lower~~related depreciation and amortization expense was lowered.

Other

~~Finally,~~Intangible ~~the intangible~~ assets are being amortized on a straight-line basis over periods between five and forty years, and in-process research and development was immediately expensed in the results of the successor entity for the one-day period ended September 30, 2003.

Note 4 — Inventories

Inventories consist of the following:

	As of		As of
	June 25,		September 30,
	December 31,		September 30,
	2004		~~2003~~2004
	(Unaudited)
Seeds	$	~~256~~316,~~001~~591	$	~~324~~296,~~006~~662
Unharvested crop growing costs		2418,~~577~~140		1922,~~488~~577
Supplies		810,~~688~~415		89,~~143~~156
Total net inventories	$	~~289~~345,~~266~~146	$	~~351~~328,~~637~~395

Inventories are presented net of reserves of $7079,~~338~~818 and $7972,~~531~~409 at ~~June~~December 2531, 2004 and September 30, ~~2003~~2004, respectively. As described in Note 3, as part of the acquisition transactions, inventories were stepped-up by $73.2 million. In the ~~current~~quarter ~~period~~ended December 31, 2004, $4410.9 0 million of the inventory step-up was amortized and charged to cost of sales. This non-cash adjustment will continue as the remaining inventory of approximately $16.0 million is expected to be sold over the next 73 months.

Note 5 — Intangible Assets

Intangible assets at ~~June~~December 2531, 2004 and September 30, ~~2003~~2004 consist of the following:

As of June 25, 2004

As of December 31, 2004

(Unaudited)

As of September 30, ~~2003~~2004

Purchase

Gross

Accumulated

Net Carrying

Gross

Accumulated

Gross

Accumulated

Net Carrying

Accounting

Carrying Amount

Amortization

Amount

Carrying Amount

Amortization

Adjusted Amount

Carrying Amount

Amortization

Amount

Revalued Amount

Adjustment

Adjusted Amount

Amortizable intangible assets:

Germplasm

2526,~~815~~378

(12,~~255~~110

)

24,~~560~~268

~~115~~25,~~544~~882

(891,~~713~~684

)

2524,~~831~~198

Software

1114,~~563~~410

(23,~~154~~365

)

911,~~409~~045

913,~~984~~331

(~~553~~2,552

)

910,~~431~~779

Trademarks

8,~~736~~896

(~~476~~796

)

8,~~260~~100

308,~~232~~741

(~~21,507~~637

)

8,~~725~~104

Existing product technology

2425,~~353~~680

(13,~~751~~374

)

22,~~602~~306

~~138~~24,~~431~~162

(~~114~~2,~~292~~793

)

2421,~~139~~369

Customer relationships

4,~~891~~885

(~~244~~408

)

4,~~647~~477

504,~~354~~885

(~~45,471~~327

)

4,~~883~~558

7580,~~358~~249

(510,~~880~~053

)

6970,~~478~~196

~~344~~77,~~545~~001

(~~271~~7,~~536~~993

)

7369,~~009~~008

Aggregate amortization expense was $52.91 million and $111.9 million for the ~~nine~~ three months ended ~~June~~ December 2531, 2004 and ~~June~~December 2726, 2003, respectively. ~~Estimated~~Amortization periods for Germplasm and Software are 40 years and 5 years, respectively, and Trademarks, Existing Product Technology, and Customer Relationships are 15 years. The weighted average of the amortization period for intangible assets is approximately 14.5 years. Estimated amortization expense for the next five years is ~~estimated~~as ~~at $7.7 million~~follows: ~~each year.~~

Note 6 — Accrued Liabilities


Year Ending September 30
2005	$	7,396
2006		7,396
2007		7,396
2008		6,237
2009		4,599

~~Accrued~~The ~~liabilities~~Company ~~consist~~had ofno goodwill recorded in the ~~following~~three atmonths ~~June~~ended December 2531, 2004 and ~~September~~the year ended September 30, ~~2003:~~2004.

	As of		As of
	June 25,		September 30,
	2004		2003
	(Unaudited)
Employee salaries and related benefits	$	52,901	$	51,632
Severance		694		672
Seedmen’s errors and omissions		8,710		7,181
Interest		9,605		368
Income taxes payable		3,994		2,002
Merger & refinancing transactions		––		9,115
Other		15,738		18,446
	$	91,642	$	89,416

In accordance with SFAS No. 142, impairment for goodwill was analyzed resulting in no impairment in fiscal year 2002. As a result of the acquisition transactions described in Note 3, all goodwill was written off at September 30, 2003. Furthermore, research and development assets totaling $10.6 million, which were determined by an independent appraisal service (after negative goodwill adjustments), were written off as part of research and development expenses during the one-day period ended September 30, 2003.

Note 6 — Accrued Liabilities

Accrued liabilities consist of the following at December 31, 2004 and September 30, 2004:


	As of		As of
	December 31,		September 30,
	2004		2004
	(Unaudited)
Employee salaries and related benefits	$	63,413	$	58,572
Severance		498		454
Seedmen’s errors and omissions		8,621		8,823
Interest		9,277		17,914
Income taxes payable		11,247		13,582
Other		17,371		20,989

	$	110,427	$	120,334

Note 7 — Long-Term Debt

Long-term debt consists of the following at ~~June~~December 2531, 2004 and September 30, ~~2003~~ 2004:

	As of			As of
	June 25,			September 30,
	December 31,			September 30,
	2004			~~2003~~2004
	(Unaudited)
Senior secured credit facility borrowings	$	8988,~~300~~625		$	~~190~~88,~~000~~850
Senior subordinated notes		330,000			~~190~~330,000
Mortgage notes		16,~~807~~659			1716,~~000~~735
South Korean borrowings due in annual installments through 2013		1,~~662~~496			1,~~858~~612
Bond premium related to additional senior subordinated note		1211,~~044~~368			––11,699
Other borrowings		21,~~230~~742			21,~~402~~666
		452,043			401,260
		449,890			450,562
Less current portion		(1,~~796~~826	)		(21,~~722~~746	)
	$	~~450~~448,~~247~~064		$	~~398~~448,~~538~~816

As of ~~June~~December 2531, 2004, long-term debt maturities are as follows:

Period Ending June 25
Period Ending December 31		(Unaudited)
2005	$	1,~~796~~826
2006		1,~~838~~891
2007		1,~~745~~715
2008		1,~~698~~699
2009		185,~~517~~845
Thereafter		~~443~~356,~~449~~914
	$	~~452~~449,~~043~~890

Senior Secured Credit Facility

On September 29, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., entered into a senior secured credit facility with a group of lenders. The Company and its other wholly- owned domestic subsidiaries ~~guarantee~~guaranteed the obligations under the senior secured credit facility. The senior secured credit facility originally provided for a $190.0 ~~million~~ million term loan and a revolving line of credit for borrowings up to an aggregate ~~principal~~ principal amount of $60.0 million. The Company amended the senior secured credit facility on January 15, 2004 such that it now provides a $90.0 million term loan and a revolving line of credit for borrowings up to an aggregate principal amount of $75.0 million, and amortizes in quarterly installments equal to 1.0% per annum for the first five and 1/2 years, and with the balance of the term loan due in a single payment at the end of the sixth year. The first quarterly payment was paid on March 31, 2004. The $75.0 million revolving credit facility will mature in five years from the closing date of the acquisition transactions and does not amortize (none of which was ~~drawn~~ drawn as of ~~June~~December 2531, 2004 and $23.65 million of which was committed under letters of credit). Both facilities may be voluntarily prepaid in whole or in part without premium or penalty. Additionally, based upon formulas stated in the amended senior secured credit facility and subject to certain exceptions, all or a portion of the proceeds from the issuance of equity interests or equity rights, debt issuances, asset sales, proceeds from insurance recoveries and excess cash flow must be used to pay down the outstanding balance under the term loan facility.

In general, borrowings under the amended senior secured credit facility will bear interest, at the Company’s option, on either a London inter-bank offered rate (LIBOR) or an alternate base rate, in each case plus an applicable rate. The alternate base rate is equal to the highest of Citicorp North America, Inc.’s base rate, the three month certificate of deposit rate plus 0.5% and the federal funds effective rate plus 0.5%. The applicable rate for the term loan is based upon the Company’s leverage ratio that ranges from 1.25% to 2.00% per annum in the case of an alternate rate loan ~~and~~or LIBOR plus 3.00% per annum in the case of a LIBOR loan. The applicable rate for the revolving credit facility under ~~the amended senior secured credit facility is~~ ~~based upon the Company’s leverage ratio and ranges from 1.00% to 1.75%~~ ~~per annum in the case of alternate rate loans and LIBOR plus 2.00% to LIBOR~~ ~~plus 2.75% per annum in the case of LIBOR loans, subject, in each case, to~~ adjustments based on the leverage ratio at the time. Subsequent to an event of default under the amended senior secured credit facility, borrowings will bear interest at 2.0% over the rate of interest otherwise applicable and the LIBOR rate will not be available.

the amended senior secured credit facility is based upon the Company’s leverage ratio and ranges from 1.00% to 1.75% per annum in the case of alternate rate loans and LIBOR plus 2.00% to LIBOR plus 2.75% per annum in the case of LIBOR loans, subject, in each case, to adjustments based on the leverage ratio at the time. Subsequent to an event of default under the amended senior secured credit facility, borrowings will bear interest at 2.0% over the rate of interest otherwise applicable and the LIBOR rate will not be available.

Obligations under the senior secured credit facility are guaranteed by the Company and its domestic subsidiaries. Additionally, borrowings are secured by a perfected lien on all of the capital stock, intercompany notes and all of the tangible and intangible properties and assets, including intellectual property subject to exceptions relating to foreign subsidiaries, of the Company. The Company is subject to certain commitment fees under the facility as well as the maintenance of certain financial ratios and other restrictive covenants, including the payment of dividends in cash.

On ~~June~~December 2531, 2004, the outstanding balance of the term loan under the senior secured credit facility was $8988.36 million with a variable interest rate of 3 4.4946%, and the Company is in compliance with its financial covenants.

10 1/4% Senior Subordinated Notes

On September 29, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., issued $190.0 million of senior subordinated notes. The senior subordinated notes mature on October 1, 2013; interest is payable semi-annually on April 1 and October 1 of each year. The senior subordinated notes are unsecured general obligations of the Company and are subordinated in right of payment to substantially all existing and future senior indebtedness of the Company, including senior credit facility indebtedness. Prior to maturity, the Company may redeem all or some of the senior subordinated notes at defined redemption prices, which may include a premium. In the event of a change in control, the holders may require the Company to repurchase the senior subordinated notes for a redemption price that may also include a premium. The majority of the Company’s domestic subsidiaries have guaranteed the senior subordinating notes.

On January 23, 2004, the Company issued an additional $140.0 million of senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and conditions as the $190.0 million of senior subordinated notes issued as part of the acquisition transactions on September 29, 2003.

On ~~June~~December 2531, 2004, the outstanding balance of the ~~10 1~~101/4% senior subordinated notes was $330.0 million and a remaining premium balance of $11.4 million.

Mortgage Notes

In March 2000, the Company issued a $17.2 million promissory note, which was secured by the Company’s global headquarters facility. The variable rate of interest on the original note was based on LIBOR plus 2.5% (4.2% as of September 30, 2002). As of September 29, 2003, principal outstanding on this note totaling $11.6 million was repaid with proceeds from a new $17.0 million mortgage. Interest on the new note is based on LIBOR plus 2.0% (3.1% as of September 30, 2003), adjustable on the first day of each month. Simultaneous with entering into the new mortgage, the Company entered into an interest rate swap agreement (extending for a seven year term) to swap the floating interest rate for a 6.3% fixed interest rate. The loan amortizes in scheduled annual payments of approximately $0.2 million to $0.4 million, with a payment of the final remaining balance due on October 1, 2010.

On ~~June~~December 2531, 2004, the outstanding balance of the mortgage note was $16.8 7 million with a fixed interest rate of 6.3%, and the market value of the interest rate swap was a liability to Seminis of $0.3 million.

South Korean Borrowings

The Company’s South Korean subsidiary has a number of loan facilities maturing ~~from~~until ~~fiscal year 2004 to~~ 2013. Borrowings under these facilities carry interest rates of ~~approximately~~between 4.0% and 6.0%.

Other Borrowings

Other borrowings consisted of various domestic and foreign, government and non-government loans of less than $1.5 million each, bearing interest annually at average rates of 7.35% through 2013 for fiscal years 2003, and 8.79% through 2007 for fiscal year 2002.

For the nine months ended June 25, 2004 and fiscal year ended September 30, 2003, the Company incurred interest at a weighted-average rate of 8.66% and 7.26% per annum, respectively.

Other Borrowings

Other borrowings consisted of various domestic and foreign, government and non-government loans of less than $1.5 million each, bearing interest annually at average rates of 9.82% through 2013 as of December 31, 2004 and September 30, 2004.

For the three months ended December 31, 2004 and fiscal year ended September 30, 2004, the Company incurred interest at a weighted-average rate of 8.66% and 8.68% per annum, respectively.

Note 8 — Pensions and Other Postretirement Benefits

The Company provides a defined-benefit plan in the Netherlands (the “Netherlands Plan”) as required by statute. The components of net pension expense of the Netherlands Plan are as follows:

	Three Months Ended						~~Nine Months Ended~~
	Successor			Predecessor			Successor			Predecessor
	December 31,			December 26,
	June 25,			June 27,			June 25,			June 27,
	2004			2003
	2004			2003			2004			2003
	(Unaudited)
	(Unaudited)						(Unaudited)
Service cost	$	718		$	546
Service cost	$	614		$	594		$	1,321		$	1,742
Interest cost		1,205			916
Interest cost		1,507			1,458			3,244			4,278
Expected return on plan assets		(1,429	)		(1,087	)
Actual gain on plan assets		(1,647	)		(1,594	)		(3,546	)		(4,676	)
Amortization of prior service cost		(59	)		(44	)
Net amortization and deferral		382			370			823			1,085
Amortization of net (gain) loss		288			219
	$	~~856~~723		$	~~828~~550		$	~~1,842~~		$	~~2,429~~

Note 9 — Stock-Based Compensation

~~Effective~~The ~~October 1,~~Company ~~2003,~~has ~~the~~a ~~Company~~policy ~~adopted~~whereby ~~the~~all ~~fair~~stock ~~value~~option ~~recognition provisions~~grants ofare ~~Statement~~priced ofat ~~Financial~~fair ~~Accounting~~market ~~Standards~~value ~~(“SFAS”)~~on ~~No.~~the ~~123,~~date ~~“Accounting~~of ~~for~~grant. ~~Stock-Based~~Prior ~~Compensation”~~to ~~(“SFAS No.~~October ~~123”)~~1, ~~for stock-based~~2003, ~~employee~~the ~~compensation.~~Company ~~Under~~used the ~~modified~~intrinsic ~~prospective~~value method of ~~adoption~~accounting ~~selected~~for bystock-based ~~the~~compensation ~~Company~~in ~~under~~accordance ~~the~~with ~~provisions~~Accounting ofPrinciples ~~SFAS~~Board (APB) Opinion No. ~~148~~25, “Accounting for Stock~~-Based~~ ~~Compensation~~Issued —to ~~Transition and Disclosure~~Employees”~~, stock-based~~. ~~employee~~Under ~~compensation~~the ~~expense~~intrinsic ~~recognized~~value inmethod, compensation ~~fiscal~~cost ~~year 2004~~ is the ~~same~~excess, asif ~~that~~any, ~~which~~of ~~would have been recognized had~~ the ~~fair~~quoted ~~value recognition~~market ~~provisions~~price of ~~SFAS~~the ~~No. 123~~stock ~~been~~at ~~applied~~the ~~to all awards from its~~grant ~~original effective~~ date. ~~Results~~or ofother ~~prior~~measurement ~~years~~date ~~have~~over ~~not been restated. The following table illustrates~~ the ~~effect~~amount onan ~~net~~employee ~~income~~must ~~(loss) if~~pay ~~the~~to ~~fair~~acquire ~~value method had been applied in each period (in thousands) with~~ the ~~approach of SFAS No~~stock. ~~123:~~

	Three Months Ended						Nine Months Ended
	Successor			Predecessor			Successor			Predecessor
	June 25,			June 27,			June 25,			June 27,
	2004			2003			2004			2003
	(Unaudited)						(Unaudited)
Net loss available for common stockholders, as reported	$	(17,825	)	$	(8,004	)	$	(22,129	)	$	(4,928	)
Add: Employee stock option expense included in reported net loss, net of related tax effects		39			––			39			––
Deduct: Total employee stock option expense determined under fair value method for awards, net of related tax effects		(39	)		(182	)		(39	)		(547	)
Pro forma net loss	$	(17,825	)	$	(8,186	)	$	(22,129	)	$	(5,475	)

Effective October 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), for stock-based employee compensation. Under the modified prospective method of adoption selected by the Company under the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, stock-based employee compensation expense recognized in fiscal year 2004 is the same as that which would have been recognized had the fair value recognition provisions of SFAS No. 123 been applied to all awards from its original effective date.

Note 10 — Equity Interests of Certain Beneficial Owners and Management

Options

Certain executives of the Company have “rolled over” their option rights from pre-acquisition stock option grants, and as of ~~June~~December 2531, 2004, there are approximately 1.7 million options outstanding.

Restricted Stock Units

Upon completion of the acquisition transactions, wethe Company granted restricted stock units to a group of Company’s senior executives. The restricted stock units will, upon the events described below, be paid in shares of Company common stock on a one-for-one basis and will vest over a five year period depending on the continued employment of the executive and on Company’s performance ~~and~~ and the performance of ~~our~~the executives relative to specified goals and objectives.

Upon completion of the acquisition transactions, each of the senior executives was granted an aggregate number of restricted stock units calculated as 2.25 times the initial base salary of the applicable senior executive divided by $3.40. Each of the other key executives was granted an aggregate number of restricted stock units calculated as 1.0 times the initial base salary of the applicable executive divided by $3.40.

If the specified goals and objectives are achieved and the executive is actively employed by usthe Company at each applicable vesting date, the restricted stock units will vest with respect to 10.0% of the aggregate award in each of the first two years, 20.0% of the aggregate award in the third year and 30.0% of the aggregate award in each of the fourth and fifth years following the ~~time~~ time of grant. To the extent that conditions to vesting are not met and some of the restricted stock units do not vest, the portion of restricted stock units that do not vest will be permanently forfeited and will not be reallocated.

In the event that Fox Paine achieves a designated internal rate of return on its initial investment in the Company prior to the fifth anniversary of the completion of the acquisition transactions, all restricted stock units, other than those permanently forfeited due to a failure to meet specified goals and objectives, will vest.

For the ~~nine~~three months ended ~~June~~December 2531, 2004 and December 26, 2003, the Company recorded $0.8 3 million of compensation expense in each period for restricted stock units.

Co-Investment Rights to Purchase Additional Shares of Company’s Common Stock

In connection with the acquisition transactions, Desarrollo Consolidado de Negocios, S.A. de C.V. received immediately exercisable rights to acquire 13.8% of the outstanding shares of the Company’s common stock on a fully- diluted basis. In addition, Desarrollo Consolidado de Negocios, S.A. de C.V. and Fox Paine received a second tranche of co-investment rights to ~~acquire~~ acquire up to 15.8% and 1.57%, respectively, of the outstanding shares of the Company’s common stock on a fully- diluted basis. The Fox Paine co-investment rights and the second tranche of co-investment rights owned by Desarrollo Consolidado de Negocios, S.A. de C.V. will become exercisable only if ~~Fox~~ Fox Paine achieves a 26.0% internal rate of return on its investment in the Company. Each co-investment right entitles the recipient to acquire one share of Company’s common stock at an exercise price of $3.40 per share. All of the co-investment rights expire on the tenth anniversary of the date of the consummation of the acquisition transactions.

Warrants

See Note 11 ––— PIK Preferred Stock

Note 11 — PIK Preferred Stock

The Company issued shares of PIK Preferred Stock with an aggregate liquidation preference of $50.0 million as part of the acquisition transactions. In connection with the sale of PIK Preferred Stock, the Company issued warrants to purchase shares of Company common stock representing approximately 3.7% of the shares of Company common stock on a fully diluted basis. The shares of PIK Preferred Stock are ~~mandatory~~ mandatorily redeemable at liquidation value on October 1, 2014.

Holders of shares of the PIK Preferred Stock are entitled to receive paid -in -kind dividends (or at the sole discretion of the Company, cash dividends) at the annual rate of 12.0% of liquidation preference per share, compounded quarterly, provided that after the occurrence of, and during the ~~continuance~~ continuance of, specified events of default, holders of shares of the PIK Preferred Stock ~~are~~ are entitled to receive paid -in -kind dividends (or in the sole discretion of the Company, cash dividends) at the annual rate of 14.0% of liquidation preference per share, compounded quarterly.

In general, the PIK Preferred Stock is not redeemable at the option of the Company prior to October 1, 2006. For the period from October 1, 2006 to and including October 1, 2008, the PIK Preferred Stock is redeemable by the Company at a per share redemption price payable in cash equal to 102% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends. After October 1, 2008, the shares of PIK Preferred Stock are redeemable by the Company at a per share redemption price payable in cash equal to 100% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

At any time prior to October 1, 2014, following a change of control or an initial public offering of the Company, the Company has the right to redeem the shares of PIK Preferred Stock at a per share redemption price payable in cash equal to 102% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

Unless the holders of a majority of the then outstanding shares of PIK Preferred Stock otherwise consent, the Company may not approve a change of control unless, in connection with the change of control, the Company is permitted to make and consummate a change of control offer. Upon the occurrence of a change of control, holders of shares of PIK Preferred Stock would have the right to require the Company to repurchase their shares of PIK Preferred Stock at a purchase price equal to 101% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

Upon the occurrence of certain events of bankruptcy relating to the Company (or the principal borrower of the material indebtedness of Seminis) and, the acceleration and satisfaction of certain material indebtedness of Seminis, holders of shares of the PIK Preferred Stock have the right to require the Company to repurchase their shares of PIK Preferred Stock at a purchase price equal to 102% (if the applicable event occurred prior to October 1, 2008) or 100% (if the applicable event occurred following October 1, 2008) of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends, provided, however, that the Company’s repurchase obligation would be subject to the prior satisfaction of any and all obligations pursuant to Seminis’ senior secured credit facility (and any replacement financing) and the notes (and any replacement financing).

The ability of the Company to pay cash dividends on the PIK Preferred Stock or to redeem the PIK Preferred Stock is dependent on the ability of Seminis Vegetable Seeds, a subsidiary of the Company, to dividend funds to the Company, which ability is limited by the terms of ~~our~~the Company’s senior secured facility and the notes.

The preferred shares subject to mandatory redemption were stated at $4142.5 0 million and $3941.3 8 million as of ~~June~~December 2531, 2004 and September 30, ~~2003~~2004, respectively. The accretion of the preferred shares subject to ~~mandatorily~~ mandatory redemption and their paid-in-kind dividends are recognized as interest expense through the term of the agreement. For the ~~nine~~three months ended ~~June~~December 31, 252004 and December 26, ~~2004~~2003, this interest expense totaled $51.27 million and $1.8 million, respectively.

Note 12 — Commitments and Contingencies

~~As part of the formation of LSL PlantScience, a joint venture between Seminis~~Contingencies ~~and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements~~ ~~between LSL Biotechnologies and a third party. These agreements contain~~ provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice has appealed this ruling and the appeal is pending in the Ninth Circuit Court of Appeals.

In ~~January~~mid-October ~~2002~~2003, ~~melon~~Seminis ~~growers~~was ~~in Costa Rica~~ notified usby ~~that~~the ~~our~~University ~~Dorado melon~~of ~~seeds~~California ~~were~~at ~~infected~~Davis ~~with~~(UCD) that ~~Watermelon Fruit Blotch. Growers who purchased~~20 ~~the~~grams ~~infected~~of ~~Seminis~~tomato ~~seeds~~seed ~~and~~donated ~~growers~~to ~~whose~~the ~~crops~~university ~~were~~in ~~infected~~1996 by ~~the bacteria~~Petoseed ~~that~~(acquired ~~spread~~by ~~from crops grown with the infected~~ Seminis) ~~seeds have~~for ~~claimed~~research ~~damages~~purposes ~~against~~was ~~us.~~believed ~~The claims related~~ to ~~those~~be ~~growers~~bioengineered ~~who purchased Seminis seeds have been settled for approximately $5~~seed.~~8 million,~~ ofUCD ~~which approximately~~had ~~$2.6 million~~grown ~~was~~a ~~recovered~~seed ~~under~~crop ~~our~~from ~~errors~~this ~~and omissions~~seed ~~insurance policy~~ and ~~the~~distributed ~~remainder~~30 ofsamples ~~the~~(each ~~settlement~~including ~~was~~about ~~paid~~25 byseeds) ~~us by July 2002. The claims related~~ to ~~the~~researchers ~~growers with infected crops total approximately $4.7 million~~ and wehorticulturists ~~believe these claims are covered under our~~in ~~general~~the ~~liability~~United ~~insurance~~States ~~policy.~~and Weabroad ~~have~~over ~~finalized~~the ~~settlement~~past ofseven ~~all of these claims~~years. WeUCD, ~~have~~Seminis ~~settled~~and the ~~coverage~~recipients ~~issue~~of ~~with our general liability~~this ~~insurance~~seed ~~carrier~~were tounaware ~~our~~that ~~satisfaction,~~these ~~and~~seeds ~~proceedings~~carried ~~against~~a ~~them~~biotech ~~have been dismissed~~trait. WeSeminis ~~are~~and ~~now~~UCD ~~pursuing~~have ~~coverage with our excess general liability~~investigated ~~insurer,~~this ~~who has informally denied coverage~~matter, and weit ~~are~~is inunclear ~~the~~when ~~midst~~or ~~of settlement~~where ~~negotiations~~the ~~with~~seeds ~~them~~were mislabeled.

InThe ~~early~~biotech ~~2000,~~trait weinvolved ~~filed suit against Dietrich Schmidt~~here, ~~the~~known ~~former~~as ~~president of Seminis and~~ the ~~current~~PG-gene, ~~president~~had ofbeen ~~United~~cleared ~~Genetics,~~for ahuman ~~competitor~~consumption ofby ~~ours,~~the ~~United~~Food ~~Genetics,~~ and ~~two~~Drug ~~former~~Administration ~~Seminis~~in ~~breeders~~1994, ~~Ken Owen~~ and ~~Wei Ouyang, for trade secret misappropriation and breach of contract. Mr. Schmidt filed~~ a ~~counterclaim~~different ~~for~~seed ~~defamation~~variety ~~against us. We were unsuccessful on our claims for trade secret misappropriation and breach of contract, and Mr. Schmidt was successful on his counterclaim~~ with ~~the~~this ~~court~~trait ~~awarding him $1~~was inplanted ~~nominal~~commercially ~~damages.~~until ~~The count subsequently awarded Messrs~~1999. ~~Schmidt,~~ ~~Owen~~Federal ~~and Ouyang~~regulators ~~their~~indicate ~~attorney’s~~there ~~fees.~~is Weno ~~have~~evidence ~~appealed~~that ~~certain aspects of~~ the ~~judgment,~~ ~~including the fee award. A decision on the appeal was handed down~~seed in ~~December,~~this ~~2003.~~instance ~~The~~was ~~California~~used ~~Court of Appeal partially affirmed the lower court’s ruling, and has partially reversed and remanded the case to the lower court~~ for aanything ~~re-determination~~other ofthan ~~costs and fees, specifying that certain attorney’s fees and costs previously awarded to Messrs~~research. ~~Schmidt, Owens and~~ ~~Ouyang should not be payable by Seminis. Seminis recently settled this~~ ~~matter and all litigation, appeals, and motions have been dismissed.~~

OnSeminis ~~December 17, 2002~~ and ~~January 4,~~UCD ~~2003,~~worked ~~four~~with ~~purported class action lawsuits were filed relating to~~ the ~~acquisition transactions~~U.S. ~~Three~~Department of ~~these actions — Garry Firth v. Alfonso Romo Garza~~Agriculture, etas ~~al.,~~well ~~Civil~~as ~~Action~~similar ~~No. 20085, Boris~~local ~~Pozniak v. Alfonso Romo Garza, et al., Civil Action No. 20097 and Pablo~~agencies ~~Herranz v. Seminis, Inc., et al., Civil Action No. 20105 — were filed~~ in the ~~Delaware~~ ~~Court~~countries ofwhere ~~Chancery~~seed ~~(New Castle County), while the fourth, Mark Rosales v. Seminis, Inc., Case No. CIV216255,~~ was ~~filed~~sent into ~~California Superior~~determine ~~Court~~what ~~(Ventura~~happened ~~County). Since that time, a fifth case, Haven Capital Management v. Alfonso Romo Garza, et al., Civil Action No. 20140 has also been filed in Delaware. In February 2003, the Firth, Pozniak, Herranz~~ and ~~Haven~~ ~~Capital~~what ~~cases were consolidated into one proceeding entitled In re Seminis~~actions, ~~Inc.~~if ~~Shareholders’ Litigation~~any, ~~Consolidated C.A. No. 20140-NC, and~~needed ~~the~~to ~~Haven~~be ~~Capital complaint was designated as the operative complaint in the consolidated lawsuit~~taken. ~~That complaint names as defendants Savia, Company and its Directors.~~ The ~~Rosales~~USDA ~~(California)~~has ~~complaint~~now ~~names~~closed ~~as defendants Company and~~ its ~~Directors.~~investigation Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Company common stockholders or their successors. Both of these actions — which were brought prior to the public announcement of Company entering into the acquisition transactions agreements — allege that the acquisition transactions, when consummated, would provide insufficient consideration to Company’ common stockholders and allege that the defendants breached their fiduciary duties in connection with ~~the~~ ~~acquisition transactions. The complaints sought~~ a ~~preliminary~~minor ~~and permanent~~fine ~~injunction~~paid toby ~~enjoin the acquisition transactions and~~Seminis, ~~since the acquisition transactions have been consummated, rescission~~ and ~~damages. On~~an ~~September 24,~~update ~~2003,~~to ~~the~~Seminis’ ~~parties~~seed ~~reached~~handling ~~a memorandum of understanding that settled all of the alleged claims~~training. ~~The parties have finalized the settlement~~ ~~agreement and the California court preliminarily approved the terms of the~~ ~~settlement in April 2004. A hearing for final approval of the settlement was~~ ~~held by the California court in July, 2004,~~

As part of the formation of LSL PlantScience, a joint venture between Seminis and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements between LSL Biotechnologies and a third party. These agreements contain provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice appealed this ruling, but its appeal was denied by a panel of the Ninth Circuit Court of Appeals on August 11, 2004. The U.S. Department of Justice filed a Petition for Panel Rehearing and Suggestion for Rehearing En Bank on September 23, 2004, requesting that the panel’s decision be vacated, and the district court’s order reversed (U.S. v. LSL Biotechnologies, 9th Cir., No. 02-16472, 8/11/04). On October 20, 2004, the government’s petition was denied, and the mandate was issued on November 3, 2004.

During the last months of fiscal year 2002, Seminis’ subsidiary in Spain sold Boludo tomato seed to growers in the Canary Islands, Almeria, Murcia and Granada areas of Spain. Subsequently, some plantings with this seed showed symptoms of the bacteria, Clavibacter michiganses, which can be seed borne, among other possible sources. Seminis has been conducting an investigation of the seeds and until July 31, 2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish authorities requested an analysis of all seed lots sold in the Canary Islands. On July 31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. Seminis believes that other factors that may cause the disease were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in the growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-party sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batches samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. As part of its customer relations initiatives, Seminis has entered into a $2.9 million settlement of this matter with growers in Almeria, and continues to work with its insurance carriers and counsel to investigate and close out this matter in other locations in Spain.

The Company is involved from time to time as a defendant in various other lawsuits arising in the normal course of business. Management believes that no current claims, individually or in the aggregate, will have a material adverse effect on the Company’s business, results of operations or financial condition.

An accrual for management’s estimate of exposure related to such claims has been recorded in the financial statements and is disclosed in Note 8. It is the opinion of management that the ultimate resolution of these matters will not have a

~~and~~ ~~approval~~material ofadverse ~~the~~effect ~~settlement~~on ~~was~~the ~~granted,~~Company’s ~~and~~consolidated wefinancial ~~expect~~position toor ~~have~~results ~~all actions~~of ~~in California and Delaware dismissed in the very near future~~operations. ~~The~~Historically, ~~proposed settlement~~resolution ~~does~~of ~~not~~asserted ~~affect~~claims ~~the~~has ~~terms~~been ofin ~~the~~line ~~acquisition~~with ~~transactions set~~management’s ~~forth herein~~expectations.

During the last months of fiscal year 2002, Seminis’ subsidiary in Spain sold Boludo tomato seed to growers in the Canary Islands, Almeria, Murcia, and Granada areas of Spain. Subsequently, some plantings with this seed showed symptoms of the bacteria, Clavibacter michiganses, which can be seed borne, among other possible sources. Seminis has been conducting an investigation of the seeds and until July 31, 2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish authorities requested an analysis of all seed lots sold in the Canary Islands. On July 31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. Seminis believes that other factors that may cause the disease were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in the growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-party sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batch samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. Seminis is currently involved in investigating each of the growers’ complaints, and will work diligently to resolve these issues in a commercially reasonable manner.

We are involved from time to time as a defendant in various other lawsuits arising in the normal course of business. We believe that no current claims, individually or in the aggregate, will have a material adverse effect on our business, results of operations or financial condition.

An accrual for management’s estimate of exposure related to such claims has been recorded in the financial statements and is disclosed in Note 6. It is the opinion of management that the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations. Historically, resolution of asserted claims has been in line with management’s expectations.

Note 13 — Related Party Transactions

In accordance with the agreement entered in as part of acquisition transactions, the Company paid management fees of $2.46 million each to Fox Paine and Desarrollo Consolidado De Negocios, S.A. De C.V. in October and December ~~2003~~ 2004, respectively, for services to be rendered during fiscal year ~~2004~~ 2005. The annual management fee is equal to 1% of previous fiscal year’s net sales and is amortized as services are rendered during the fiscal year.

~~The~~Note ~~Company~~14 ~~sold~~— ~~residential~~Subsequent ~~property to Bernardo Jimenez, Executive Senior~~Events ~~Vice President and Chief Financial Officer. The sales price of $1.1 million~~ ~~was based upon a real estate appraisal of the market value of the property.~~

InOn ~~June~~January ~~2000~~24, ~~a subsidiary of the Company sold residential property~~2005, ~~originally~~ ~~acquired~~Seminis ~~in December 1999 for $862,000, to Mr~~Inc. ~~Bruno~~ ~~Ferrari, Executive~~(“Seminis”) ~~Senior~~and ~~Vice~~Fox ~~President,~~Paine ~~World~~& ~~Wide Commercial~~Company, atLLC ~~the~~(“Fox ~~appraised~~Paine”) ~~value~~announced ofthat ~~$875,000.~~Seminis ~~The~~entered ~~purchase~~into ~~price~~an ~~was~~Agreement ~~evidenced~~and byPlan ~~a promissory note secured by a deed~~ of ~~trust~~Merger on (the ~~property.~~“Merger ~~The~~Agreement”), ~~note had an interest rate of~~by ~~7.75% per annum~~ and ~~was~~among ~~payable~~Monsanto inCompany ~~ten~~(“Monsanto”), ~~equal~~Monsanto ~~annual installments of principal~~Sub, ~~including~~Inc. ~~interest~~(“Merger ~~accrued thereon~~Sub”), ~~commencing~~a ~~December 15,~~wholly ~~2000,~~owned ~~and~~subsidiary ~~annually~~of ~~thereafter.~~Monsanto, ~~The~~and ~~loan~~Seminis, ~~was~~dated ~~repaid~~as inof ~~December~~January ~~2003.~~22, ~~Under a separate agreement~~2005, ~~the~~pursuant ~~Company paid bonuses~~ to ~~Mr. Ferrari~~which ~~that covered the~~Monsanto ~~interest~~would ~~payable~~acquire onSeminis ~~the~~for ~~loan~~approximately ~~and paid Mr~~$1.4 ~~Ferrari~~billion ~~the~~in ~~present~~cash ~~value~~and ofassumed ~~the interest~~debt, ~~payments~~subject ~~that would have been payable~~ to ~~Mr. Ferrari had~~ the ~~loan~~ ~~remained~~contingent ~~outstanding~~value ~~until~~right ~~its~~payment ~~scheduled~~described ~~final maturity~~below. ~~The bonus payments~~ ~~were recognized as compensation expense at the time of the payments.~~

InAs ~~connection~~of ~~with~~ the ~~additional~~effective ~~senior~~time ~~subordinated~~of ~~notes~~the merger, ~~the~~outstanding ~~Company~~shares ~~paid~~of common stock of Seminis will be converted into the right to receive $110.~~8 million~~52 ~~and~~per $1share.~~5 million~~ ~~for~~Outstanding ~~advisory~~options, ~~fees~~restricted tostock units, ~~Fox~~co-investment ~~Paine~~rights and ~~Geotel~~warrants ~~S.A.~~will be converted into the right to receive an amount in Decash ~~C.V.,~~equal ato ~~subsidiary~~the ofcommon ~~Desarrollo~~stock ~~Consolidado~~cash Deprice ~~Negocios,~~per ~~S.A.~~share Defor ~~C.V,~~the innumber of shares into which they are ~~January~~convertible, ~~and~~less ~~July 2004~~their conversion price, ~~respectively~~if any.

18Marinet Investments, LLC (“Marinet”), a current holder of co-investment rights in Seminis which are being terminated upon the consummation of the merger, may elect prior to closing to reduce the merger consideration it would otherwise be entitled to receive by $50 million in exchange for a performance-based contingent value right to receive up to $125 million based on the achievement of certain cumulative net sales targets over the thirty-six-month period ending September 30, 2007.

~~Table~~As contemplated by the Merger Agreement, each holder of ~~Contents~~Seminis common stock and warrants entered into a support agreement agreeing, among other things, to vote in favor of approval of the Merger Agreement and the merger. The holders of Seminis common stock approved the Merger Agreement by written consent on January 22, 2005.

~~Note~~The 14Merger —Agreement ~~Supplemental~~is ~~Guarantor/Non-Guarantor~~subject ~~Financial~~to ~~Information~~customary terms and conditions, including regulatory approvals. The transaction is expected to be completed during the first half of 2005. There can be no assurance that the transactions contemplated by the Merger Agreement will be consummated.

Note 15 — Supplemental Guarantor/Non-Guarantor Financial Information

In conjunction with the 10 1/4% senior subordinated notes, the following summarized condensed consolidating financial information is presented for the Company, segregating the Company, a guarantor of the notes and the parent of Seminis Vegetable Seeds, Inc. (“Seminis Vegetable”), Seminis Vegetable, the issuer of the notes, guarantor subsidiaries and non-guarantor subsidiaries. The accompanying financial information in the “Guarantor Subsidiaries” column reflects the financial position, results of operations and cash flows for those subsidiaries which guarantee the notes. The guarantor subsidiaries are wholly owned subsidiaries of the Company and the guarantees are full, unconditional, and joint and several. Separate financial statements of the guarantor subsidiaries are not presented because management believes that such financial statements would not be material to investors.

Investments in subsidiaries in the following condensed consolidating financial information are accounted for under the equity method of accounting. Consolidating adjustments include the following:

	(1)	elimination of investments in subsidiaries;

	(2)	elimination of intercompany accounts;

	(3)	elimination of intercompany sales between guarantor and non-guarantor subsidiaries; and

	(4)	elimination of equity in earnings of subsidiaries.

Condensed Consolidating Balance Sheets
As of December 31, 2004
(Unaudited)



			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	56,509		$	750		$	18,537	$	—		$	75,796
Accounts receivable		—		36,933			3,538			109,208		—			149,679
Inventories		—		167,409			6,380			171,357		—			345,146
Prepaid expenses and other current assets		—		7,704			23			3,934		—			11,661

Total current assets		—		268,555			10,691			303,036		—			582,282
Property, plant and equipment, net		—		35,304			70			51,589		—			86,963
Investment in subsidiaries		247,408		240,284			—			—		(487,692	)		—
Intangible assets, net		—		45,027			—			25,169		—			70,196
Deferred tax asset		—		—			—			1,290		(1,290	)		—
Other assets		132		13,772			—			10,193		—			24,097

	$	247,540	$	602,942		$	10,761		$	391,277	$	(488,982	)	$	763,538

Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	20,604	$	—		$	20,604
Current maturities of long-term debt		—		1,211			189			426		—			1,826
Accounts payable		—		22,574			446			23,157		—			46,177
Accrued liabilities		453		47,293			517			62,164		—			110,427
Intercompany payables		132,906		(183,079	)		13,802			36,371		—			—

Total current liabilities		133,359		(112,001	)		14,954			142,722		—			179,034
Long-term debt		—		445,441			158			2,465		—			448,064
Deferred income taxes		—		22,094			—			—		(1,290	)		20,804
Minority interest in subsidiaries		—		—			—			1,455		—			1,455
Preferred shares subject to mandatory redemption		42,016		—			—			—		—			42,016

Total liabilities		175,375		355,534			15,112			146,642		(1,290	)		691,373

Total stockholders’ equity		72,165		247,408			(4,351	)		244,635		(487,692	)		72,165

	$	247,540	$	602,942		$	10,761		$	391,277	$	(488,982	)	$	763,538

~~Successor~~ Condensed Consolidating Balance Sheets As of ~~June~~September 2530, 2004~~(Unaudited)~~

			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	59101,~~152~~022		$	~~435~~635		$	15,~~018~~213	$	—		$	74116,~~605~~870
Accounts receivable		—		5136,~~518~~684			14,~~622~~269			~~125~~112,~~507~~220		—			~~178~~153,~~647~~173
Inventories		—		~~132~~168,~~761~~225			7,~~369~~201			~~149~~152,~~136~~969		—			~~289~~328,~~266~~395
Prepaid expenses and other current assets		—		45,~~124~~180			6323			2,~~965~~814		—			78,~~152~~017
Total current assets		—		~~247~~311,~~555~~111			912,~~489~~128			~~292~~283,~~626~~216		—			~~549~~606,~~670~~455
Property, plant and equipment, net		—		3335,~~218~~187			8276			4043,~~721~~345		—			7478,~~021~~608
Investment in consolidated subsidiaries		250,512		213,047			—			—		(463,559	)		—
Investment in subsidiaries		253,597		233,740			—			—		(487,337	)		—
Intangible assets, net		—		4544,~~148~~710			—			24,~~330~~298		—			69,~~478~~008
Deferred tax asset		—		—			—			2,043		(2,043	)		—
Other assets		137		13,886			—			9,568		—			23,591
Other assets		142		14,105			—			6,298		—			20,545
	$	253,734	$	638,634		$	12,204		$	360,427	$	(487,337	)	$	777,662
	$	250,654	$	553,073		$	9,571		$	366,018	$	(465,602	)	$	713,714
Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	1810,~~262~~965	$	—		$	1810,~~262~~965
Current maturities of long-term debt		—		1,~~202~~206			~~177~~183			~~417~~357		—			1,~~796~~746
Accounts payable		—		234,~~811~~448			3917			1927,~~910~~974		—			2263,~~724~~339
Accrued liabilities		~~453~~452		3454,~~138~~018			68124			5665,~~983~~740		—			91120,~~642~~334
Intercompany payables		~~144~~138,~~336~~755		(~~206~~167,~~293~~004	)		1214,~~380~~245			4914,~~577~~004		—			—
Total current liabilities		~~144~~139,~~789~~207		(~~168~~77,~~142~~332	)		1215,~~628~~469			~~145~~119,~~149~~040		—			~~134~~196,~~424~~384
Long-term debt		—		446,~~950~~077			~~255~~208			32,~~042~~531		—			~~450~~448,~~247~~816
Deferred income taxes		—		2316,~~753~~291			—			—		~~(2,043~~—	)		2116,~~710~~291
Minority interest in subsidiaries.		—		—			—			1,467		—			1,467
Minority interest in subsidiaries		—		—			—			1,644		—			1,644
Preferred shares subject to mandatory redemption		41,~~483~~773		—			—			—		—			41,~~483~~773
Total liabilities		~~186~~180,~~272~~980		~~302~~385,~~561~~036			1215,~~883~~677			~~149~~123,~~658~~215		~~(2,043~~—	)		~~649~~704,~~331~~908
Total stockholders’ equity		6472,~~382~~754		~~250~~253,~~512~~598			(3,~~312~~473	)		~~216~~237,~~360~~212		(~~463~~487,~~559~~337	)		6472,~~383~~754
	$	~~250~~253,~~654~~734	$	~~553~~638,~~073~~634		$	912,~~571~~204		$	~~366~~360,~~018~~427	$	(~~465~~487,~~602~~337	)	$	~~713~~777,~~714~~662

~~Successor~~ Condensed Consolidating ~~Balance~~Statements ~~Sheets~~of Operations AsFor ofthe ~~September~~Three Months Ended December 3031, ~~2003~~2004 (Unaudited)

				Seminis						Subsidiary
	Seminis			Vegetable			Subsidiary			Non-
	(Parent)			(Issuer)			Guarantors			Guarantors			Eliminations			Consolidated
Current assets
Net sales	$	—		$	68,199		$	1,801		$	77,815		$	(37,111	)	$	110,704
Cash and cash equivalents	$	—		$	18,669		$	906		$	17,249		$	—		$	36,824
Cost of goods sold		—			37,153			1,934			45,098			(37,111	)		47,074
Accounts receivable		—			42,190			3,430			105,958			—			151,578
Gross profit		—			31,046			(133	)		32,717			—			63,630
Inventories		—			177,627			8,042			165,968			—			351,637
Operating expenses
Prepaid expenses and other current assets		—			1,997			—			2,453			—			4,450
Research and development expenses		—			6,137			—			6,885			—			13,022
Total current assets		—			240,483			12,378			291,628			—			544,489
Selling, general and administrative expenses		—			22,269			458			30,647			—			53,374
Property, plant and equipment, net		—			33,307			88			36,397			—			69,792
Amortization of intangible assets		—			1,461			—			600			—			2,061
Investment in consolidated subsidiaries		268,653			193,083			—			—			(461,736	)		—
Total operating expenses		—			29,867			458			38,132			—			68,457
Intangible assets, net		—			47,372			—			25,637			—			73,009
Gain on sale of assets		—			—			(275	)		102			—			(173	)
Deferred tax asset		—			—			—			2,006			(2,006	)		—
Income (loss) from operations		—			1,179			(866	)		(5,313	)		—			(5,000	)
Other assets		159			13,468			—			6,330			—			19,957
Other income (expense)
	$	268,812		$	527,713		$	12,466		$	361,998		$	(463,742	)	$	707,247
Interest income		—			328			—			85			—			413
Current liabilities
Interest expense		(6	)		(9,979	)		(11	)		(502	)		—			(10,498	)
Short-term borrowings	$	—		$	—		$	—		$	20,031		$	—		$	20,031
Interest expense from preferred shares subject to mandatory redemption		(1,743	)		—			—			—			—			(1,743	)
Current maturities of long-term debt		—			2,141			161			420			—			2,722
Foreign currency gain (loss)		(83	)		1,271			—			8,899			—			10,087
Accounts payable		—			26,457			92			23,731			—			50,280
Minority interest		—			—			—			87			—			87
Accrued liabilities		8,581			12,842			89			67,904			—			89,416
Other, net		—			443			(1	)		(243	)		—			199
Intercompany payables		137,006			(200,558	)		13,490			50,062			—			—
Equity from subsidiary		(6,324	)		612			—			—			5,712			—
Total current liabilities		145,587			(159,118	)		13,832			162,148			—			162,449
		(8,156	)		(7,325	)		(12	)		8,326			5,712			(1,455	)
Long-term debt		—			394,859			390			3,289			—			398,538
Income (loss) before income taxes		(8,156	)		(6,146	)		(878	)		3,013			5,712			(6,455	)
Deferred income taxes		—			23,318			—			—			(2,006	)		21,312
Income tax expense		—			(178	)		—			(1,523	)		—			(1,701	)
Minority interest in subsidiaries		—			—			—			1,723			—			1,723
Net income (loss)	$	(8,156	)	$	(6,324	)	$	(878	)	$	1,490		$	5,712		$	(8,156	)
Preferred shares subject to mandatory redemption		39,300			—			—			—			—			39,300
Total liabilities		184,887			259,059			14,222			167,160			(2,006	)		623,322
Total stockholders’ equity		83,925			268,654			(1,756	)		194,838			(461,736	)		83,925
	$	268,812		$	527,713		$	12,466		$	361,998		$	(463,742	)	$	707,247

~~Successor~~ Condensed Consolidating Statements ofOf Operations For the ~~Nine~~Three Months Ended ~~June~~December 2526, ~~2004~~2003 (Unaudited)

				Seminis						Subsidiary
	Seminis			Vegetable			Subsidiary			Non-
	(Parent)			(Issuer)			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	~~203~~56,~~351~~508		$	52,~~440~~108		$	~~276~~71,~~571~~006		$	(9027,~~577~~730	)	$	~~394~~101,~~785~~892
Cost of goods sold		—			~~107~~36,~~905~~103			52,~~745~~114			~~167~~41,~~512~~988			(9027,~~577~~730	)		~~190~~52,~~585~~475
Gross profit		—			9520,~~446~~405			(~~305~~6	)		~~109~~29,~~059~~018			—			~~204~~49,~~200~~417
Operating expenses
Research and development expenses		—			186,~~952~~000			(2—	)		175,~~851~~574			—			3611,~~801~~574
Selling, general and administrative expenses		5—			6319,~~740~~966			~~1,205~~420			7925,~~957~~524			—			~~144~~45,~~907~~910
Amortization of intangible assets		—			41,~~134~~331			—			~~1,746~~556			—			51,~~880~~887
Total operating expenses		5—			8627,~~826~~297			~~1,203~~420			9931,~~554~~654			—			~~187~~59,~~588~~371
Gain on sale of assets		—			1—			—			32,~~620~~525			—			32,~~621~~525
Income (loss) from operations		(5	)		8,621			(1,508	)		13,125			—			20,233
Loss from operations		—			(6,892	)		(426	)		(111	)		—			(7,429	)
Other income (expense)
Interest Income		—			~~294~~11			—			~~348~~101			—			~~642~~112
Interest expense		(166	)		(267,~~880~~565	)		(5216	)		(~~2,057~~449	)		—			(298,~~005~~036	)
Interest expense from preferred shares subject to mandatory redemption		(51,~~246~~760	)		—			—			—			—			(51,~~246~~760	)
Foreign currency gain (loss)		(7—	)		~~(67~~312	)		—			48,~~486~~564			—			48,~~412~~876
Other, net		—			~~(3,886~~2	)		25			~~(597~~184	)		—			~~(4,481~~191	)
Equity from subsidiary		(167,~~855~~363	)		6,~~771~~769			—			—			~~10,084~~594			—
		(22,124	)		(23,768	)		(50	)		2,180			10,084			(33,678	)
		(9,129	)		(471	)		(11	)		8,400			594			(617	)
Income (loss) before income taxes		(229,129	)		(157,~~147~~363	)		(~~1,558~~437	)		158,~~305~~289			~~10,084~~594			(138,~~445~~046	)
Income tax expense		—			~~(1,708~~—	)		—			(61,~~976~~083	)		—			(81,~~684~~083	)
Net income (loss)		(229,129	)		(167,~~855~~363	)		(~~1,558~~437	)		87,~~329~~206			~~10,084~~594			(229,129	)
Net income (loss) available for common stockholders	$	(22,129	)	$	(16,855	)	$	(1,558	)	$	8,329		$	10,084		$	(22,129	)

~~Successor~~ Condensed Consolidating Statements of ~~Operations~~Cash Flows For the ~~Nine~~Three Months Ended ~~June~~December 2731, ~~2003~~2004 (Unaudited)

				Seminis
	Seminis			Vegetable			Subsidiary			Subsidiary
	(Parent)			(Issuer)			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	—		$	197,050		$	4,674		$	250,846		$	(99,865	)	$	352,705
Net cash provided by (used in) operating activities	$	—		$	(23,191	)	$	603		$	(22,718	)	$	—		$	(45,306	)
Cost of goods sold		—			90,361			3,679			136,179			(99,865	)		130,354
Cash flows from investing activities:
Gross profit		—			106,689			995			114,667			—			222,351
Purchases of fixed and intangible assets		—			(782	)		(2	)		(2,304	)		—			(3,088	)
Operating expenses
Proceeds from disposition of assets		—			—			—			139			—			139
Research and development expenses		—			18,580			—			16,362			—			34,942
Other		—			(1,103	)		—			(258	)		—			(1,361	)
Selling, general and administrative expenses		—			61,266			1,242			75,514			—			138,022
Net cash used in investing activities		—			(1,885	)		(2	)		(2,423	)		—			(4,310	)
Amortization of intangible assets		—			8,619			—			3,288			—			11,907
Cash flows from financing activities:
Total operating expenses		—			88,465			1,242			95,164			—			184,871
Proceeds from long-term debt		—			—			—			37			—			37
Gain (loss) on sale of assets		—			(580	)		712			1,325			—			1,457
Repayment of long-term debt		—			(301	)		(43	)		(302	)		—			(646	)
Income from operations		—			17,644			465			20,828			—			38,937
Proceeds from short-term borrowings		—			—			—			10,162			—			10,162
Other income (expense)
Repayment of short-term borrowings		—			—			—			(1,992	)		—			(1,992	)
Interest Income		—			232			7			387			—			626
Net change in intercompany account		—			(19,136	)		(443	)		19,579			—			—
Interest expense		—			(20,073	)		(61	)		(4,227	)		—			(24,361	)
Net cash provided by (used in) financing activities		—			(19,437	)		(486	)		27,484			—			7,561
Foreign currency gain (loss)		—			(1,286	)		—			1,466			—			180
Effect of exchange rate changes on cash and cash equivalents		—			—			—			981			—			981
Other, net		—			144			17			(644	)		—			(483	)
Increase (decrease) in cash and cash equivalents		—			(44,513	)		115			3,324			—			(41,074	)
Equity from subsidiary		8,916			16,538			—			—			(25,454	)		—
Cash and cash equivalents, beginning of period		—			101,022			635			15,213			—			116,870
Total other income (expense)		8,916			(4,445	)		(37	)		(3,018	)		(25,454	)		(24,038	)
Cash and cash equivalents, end of period	$	—		$	56,509		$	750		$	18,537		$	—		$	75,796
Income (loss) before income taxes		8,916			13,199			428			17,810			(25,454	)		14,899
Income tax expense		—			(4,283	)		(80	)		(1,620	)		—			(5,983	)
Net income (loss)		8,916			8,916			348			16,190			(25,454	)		8,916
Preferred stock dividends		(13,844	)		—			—			—			—			(13,844	)
Net income (loss) available for common stockholders	$	(4,928	)	$	8,916		$	348		$	16,190		$	(25,454	)	$	(4,928	)

~~Successor~~ Condensed Consolidating Statements of Cash Flows For the ~~Nine~~Three Months Ended ~~June~~December 2526, ~~2004~~2003 (Unaudited)

			Seminis
	Seminis		Vegetable			Subsidiary			Subsidiary
	(Parent)		(Issuer)			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	—	$	~~149~~(15,190	)	$	~~766~~922		$	(9,~~985~~179	)	$	—	$	(923,~~070~~447	)
Cash flows from investing activities:
Purchases of fixed and intangible assets		—		(~~2,950~~532	)		(8—	)		(41,~~070~~172	)		—		(71,~~028~~704	)
Proceeds from disposition of assets		—		1,~~062~~060			—			42,~~056~~591			—		53,~~118~~651
Intercompany investment		—		(120	)		—			120			—		—
Other		—		—			—			(103	)		—		(103	)
Other		—		(364	)		—			(402	)		—		(766	)
Net cash provided by investing activities		—		528			—			1,316			—		1,844
Net cash provided by investing activities		—		(2,372	)		(8	)		(296	)		—		(2,676	)
Cash flows from financing activities:
Proceeds from long-term debt		—		~~167~~7,~~600~~000			—			7919			—		~~167~~7,~~679~~019
Repayment of long-term debt		—		(~~115,892~~48	)		(~~119~~38	)		(~~407~~199	)		—		(~~116,418~~285	)
Proceeds from short-term borrowings		—		—			—			86,~~127~~060			—		86,~~127~~060
Repayment of short-term borrowings		—		—			—			(9,779	)		—		(9,779	)
Net change in intercompany account		—		53			(987	)		934			—		—
Net change in intercompany account		—		(8,377	)		(1,110	)		9,487			—		—
Capital contributions/ dividends received (paid) / other		—		102			—			(102	)		—		—
Capital contributions/ dividends received (paid) / other		—		(625	)		—			1			—		(624	)
Net cash provided by (used in) financing activities		—		7,107			(1,025	)		6,712			—		12,794
Net cash provided by (used in) financing activities		—		42,706			(1,229	)		7,508			—		48,985
Effect of exchange rate changes on cash and cash equivalents		—		—			—			(197	)		—		(197	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			542			—		542
Decrease in cash and cash equivalents		—		(7,555	)		(103	)		(1,348	)		—		(9,006	)
Increase (decrease) in cash and cash equivalents		—		40,483			(471	)		(2,231	)		—		37,781
Cash and cash equivalents, beginning of period		—		18,669			906			17,249			—		36,824
Cash and cash equivalents, end of period	$	—	$	5911,~~152~~114		$	~~435~~803		$	15,~~018~~901		$	—	$	7427,~~605~~818

Successor Condensed Consolidating Statements of Cash Flows For the Nine Months Ended June 27, 2003 (Unaudited)

				Seminis
	Seminis			Vegetable			Subsidiary			Subsidiary
	(Parent)			(Issuer)			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	—		$	(7,712	)	$	152		$	3,970		$	—	$	(3,590	)
Cash flows from investing activities:
Purchases of fixed and intangible assets		—			(4,211	)		(45	)		(5,290	)		—		(9,546	)
Proceeds from disposition of assets		—			1,161			1,851			5,957			—		8,969
Other		—			750			—			(786	)		—		(36	)
Net cash provided by (used in) investing activities		—			(2,300	)		1,806			(119	)		—		(613	)
Cash flows from financing activities:
Proceeds from long-term debt		—			—			—			686			—		686
Repayment of long-term debt		—			(12,771	)		(104	)		(3,879	)		—		(16,754	)
Proceeds from short-term borrowings		—			—			—			20,974			—		20,974
Repayment of short-term borrowings		—			—			—			(12,804	)		—		(12,804	)
Net change in intercompany account		(100	)		10,992			(1,823	)		(9,069	)		—		—
Capital contributions/ dividends received (paid) / other		—			7,539			—			(7,539	)		—		—
Other		100			—			—			—			—		100
Net cash provided by (used in) financing activities		—			5,760			(1,927	)		(11,631	)		—		(7,798	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			3,326			—		3,326
Increase (decrease) in cash and cash equivalents		—			(4,252	)		31			(4,454	)		—		(8,675	)
Cash and cash equivalents, beginning of period		—			24,063			518			12,224			—		36,805
Cash and cash equivalents, end of period	$	—		$	19,811		$	549		$	7,770		$	—	$	28,130

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the ~~consolidated~~ consolidated financial statements, including the notes thereto, appearing elsewhere herein. The following discussion and analysis contains certain “forward-looking statements” which are subject to certain risks, uncertainties and contingencies, including, without limitation, those set ~~forth~~ forth below, which could cause Seminis’ actual business, results of operations or financial condition to differ materially from those expressed in or implied by, such statements.

RISK FACTORS

Readers should be aware that there are various risk factors including, but not limited to, those set forth below:

• We have experienced losses in the past and we may experience losses in the future. • Following the acquisition transactions, the Company has incurred substantially higher levels of debt. • The Company’s failure to accurately forecast and manage inventory could result in an unexpected shortfall or surplus of seeds, which could have a material adverse effect on our business, results of operations or financial condition. • The Company owns production and processing facilities in numerous countries throughout the world and markets its products worldwide. Accordingly, fluctuations in currency rates may affect the Company’s operating results and net income. • The Company’s business is seasonal. • The Company continues to invest in research and development in order to enable us to identify and develop new products to meet consumer demands. In fiscal year ~~2003~~2004, our investment in research and development represented 109.17% of net sales. Despite investments in this area, our research and development may not result in the discovery or successful development of new products, which will be accepted by our customers. • The Company may not have the ability to protect its intellectual property due to the uncertainty of litigation and the ineffectiveness of the laws in some of the countries that the Company currently has operations, which could have a material adverse effect on our business, results of operations or financial condition. • A change in U.S. law protecting plant patents could limit or take away patent protection for the Company’s patented seeds, which could have a material adverse effect on our business, results of operations or financial condition. • The Company faces substantial competition due to technological advances by competitors such as other seed companies, pharmaceutical and chemical companies and biotechnology companies. Many of these companies have substantially greater resources than the Company. If a competitor introduces a competitively successful product, it could take years to develop a competitive seed variety, which could have a material adverse effect on our business, results of operations or financial condition. • Extreme weather conditions, disease and pests can materially and adversely affect the quality and quantity of seeds produced. There can be no assurance that these factors will not affect a substantial portion of the Company’s production in any year and have a material adverse effect on our business, results of operations or financial condition. • Defective seeds could result in claims and negative publicity, and the insurance covering claims may become unavailable or be inadequate, which could have a material adverse effect on our business, results of operations or financial condition. • The Company’s worldwide operation and products are highly regulated in the areas of safety and protection of human health and the environment. Compliance with these health and safety regulations can be costly. • The United States imposes trade restrictions and economic embargoes that prohibit, unless an exemption applies, United States entities from engaging in commercial, financial or trade transactions with certain foreign countries in which we have sales, including Syria, Iran, Iraq, Sudan and Libya. While less than 2% of our net seed sales result from sales in such countries, in the event that certain exemptions from these embargoes for food and seeds that we have relied on in the past are no longer available, our net seed sales would be negatively impacted.

2625

OVERVIEW

Acquisition Transactions

On September 29, 2003, the Company completed the acquisition transactions, which have a significant effect on the Company’s financial statements (see Notes 2 and 3 to our consolidated financial statements).

The ~~Company’s results for the three and nine months ended June 25, 2004 reflect the effects of the~~ acquisition transactions ~~and~~ are ~~presented on a successor basis, whereas the results for the three and nine months ended June 27, 2003 are presented on a predecessor basis. The acquisition transactions are~~ accounted for under the purchase method of accounting. In accordance with applicable accounting guidelines, the purchase price paid by Fox Paine for Seminis’ common stock plus related purchase accounting adjustments are “pushed down” and recorded in Seminis’ financial statements.

The 75.1% of deemed assets acquired and liabilities assumed in connection with the acquisition transactions were originally recorded at their estimated fair market values based on an independent appraisal and 24.9% of the historical bases were carried over, however, these values were in excess of the proportionate purchase price paid by Fox Paine for 75.1% of Seminis’ common stock. Accordingly, the negative goodwill totaling $433.4 million was allocated against the value of non-current assets on a proportionate basis. The following summarizes the fair market values, subsequent adjustments and ~~on-going~~ the adjusted carrying values of the net assets acquired as of September 29, 2003:

				FMV			24.9%			Negative			Adjusted Basis
	Historical			Of 75.1%			Carryover			Goodwill			As of
	Basis			Acquired			Basis			Allocation			September 29, 2003
Current assets, excluding inventory	$	185,206		$	139,017		$	46,190		$	—		$	185,207
Inventory		279,680			283,107			69,751			—			352,858
Property, plant & equipment		166,943			125,308			41,635			(~~102~~106,~~582~~589	)		6460,~~361~~354
Goodwill		106,056			—			—			—			—
Intangibles		51,533			331,693			12,852			(271,536	)		73,009
In-process R&D		—			58,547			—			(47,929	)		10,618
Other long-term assets		18,463			13,859			4,605			(117,~~345~~338	)		711,~~119~~126
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)
	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

The $73.2 million increase in inventory value ~~will~~was expected to be expensed as the inventory is sold~~. We~~ ~~expect that the inventories will be sold~~ over a 16 -month period from the date of acquisition, based on an estimated inventory turn. The ~~intangible~~amortization ~~assets~~period ~~will~~of bethe ~~amortized~~inventory ~~on a straight~~step-~~line~~up ~~basis~~was ~~over~~subsequently ~~periods~~changed ~~between~~to ~~five~~18 months ~~and~~based ~~forty~~on ~~years.~~the ~~In-process research~~actual ~~and~~inventory ~~development~~turn ~~was~~of ~~immediately~~fiscal year ~~expensed~~2004. inIntangible ~~the~~assets ~~results~~are ofamortized ~~the successor~~on ~~entity~~a ~~for~~straight-line ~~the~~basis ~~one-day~~over ~~period~~periods ~~ended~~between ~~September 30,~~five and ~~2003~~forty years.

At the consummation date of the acquisition transactions, existing in-process research and development projects were assessed. Projects were analyzed by stage of development and assigned success rates based on our historical experience of the probability that such projects would yield viable products. The weighted average stage of completion for our in-process research and development projects was 65%.

The time and capital required for the development of new products represent significant industry complexities in the vegetable and fruit seed industry. Development cycles can last five to 12 years for a proprietary variety to reach commercial viability.

In our forecasting model for each project, cash flows from revenues forecasted in each period were reduced by related expected expenses, capital expenditures and the cost of working capital. The discount rates applied to a project’s cash flows were approximately 22% to 24%, based on the level of risk associated with a particular project and the current return on investment requirements of the market.

In-process research and development was immediately expensed in the results of the successor entity for the one-day period ended September 30, 2003.

The acquisition transactions resulted in the incurrence of additional operating expenses in both the predecessor and successor companies. The main components of these operating expenses were related to transaction fees for obtaining an exchange and fairness opinion, and expenses for the buyout of existing options, severance and restricted stock.

~~OUTLOOK~~26

The change in the basis of assets and liabilities as a result of the acquisition transactions will impact the future operating results of the Company. During fiscal year 2004 and the first four months of 2005 gross margins will be lower than historical levels because of the increased basis in inventory. The increase in inventory basis of $73.2 million, resulting from the purchase accounting adjustments made in connection with the acquisition transactions, are reflected in the statement of operations through decreased margins as the related inventory is sold. The Company expects that the related inventory will be sold over the next seven months. During fiscal year 2004 and over approximately eight additional years, operating expenses will benefit from a reduction in depreciation expense of approximately $7.3 million, which will reduce selling, general and administrative expenses. These results are also expected to be adversely impacted by increased interest expense as a result of higher average debt levels outstanding coupled with higher interest rates.

The Company expects continued growth in fiscal year 2004. The Company will continue to execute its Value Capture Strategy and will focus on opportunities, such as potential acquisitions, to achieve long term growth targets.

OUTLOOK

The change in the basis of assets and liabilities, resulting from the acquisition transactions, will continue to impact the operating results of the Company. During the first six months of fiscal year 2005, gross margins will be lower, resulting from the amortization of the increased basis in inventory. The increase in inventory basis of $73.2 million, resulting from the purchase accounting adjustments made in connection with the acquisition transactions, is reflected in the statement of operation through decreased margins as the related inventory is sold. This non-cash adjustment will continue as the remaining inventory of approximately $16.0 million is expected to be sold by March 2005. Approximately over the next eight years, operating expenses will benefit from an annual reduction in depreciation expense of approximately $7.6 million, which will reduce research and development, selling, general and administrative expenses. Our future results are expected to be adversely impacted by increased interest expense as a result of higher average debt levels outstanding coupled with higher interest rates.

The Company will continue to execute its Value Capture Strategy and will focus on opportunities, such as potential acquisitions, to achieve long term growth targets.

Seasonality

The seed business is highly seasonal. Generally, net sales are highest in the second fiscal quarter due to increased demand from Northern Hemisphere growers who plant seed in the early spring. ~~Seminis~~We recorded 33.35% of ~~its~~ our fiscal year ~~2003~~2004 net sales during ~~its~~our second fiscal quarter. We ~~Seminis’~~have historically operated at a loss during the first and third fiscal quarters due to lower sales during these quarters. Our results in any particular quarter should not be considered indicative of ~~those~~ tothe beresults ~~expected~~ for a full year. For these reasons, a sequential quarter to quarter comparison is not a good indication of our historical performance or of how we will perform in the future.

Results of Operations

The table below sets forth Seminis’ results of operations data expressed as a percentage of net sales.

	Three Months Ended						~~Nine Months Ended~~
	Successor			Predecessor			Successor			Predecessor
	December 31,			December 26,
	June 25,			June 27,			June 25,			June 27,
	2004			2003
	2004			2003			2004			2003
	(Unaudited)
	(Unaudited)						(Unaudited)
Net sales		100.0	%		100.0	%
Net Sales		100.0	%		100.0	%		100.0	%		100.0	%
Gross margin		57.5			48.5
Gross margin		50.8			62.8			51.7			63.0
Research and development expenses		11.8			11.4
Research and development expenses		11.3			11.1			9.3			9.9
Selling, general and administrative expenses		48.2			45.1
Selling, general and administrative expenses		41.2			41.3			36.7			39.1
Amortization of intangible assets		1.9			1.8
Amortization of intangible assets		1.7			3.6			1.5			3.4
Total operating expenses		61.9			58.3
Total operating expenses		54.2			56.0			47.5			52.4
Gain (loss) on sale of fixed assets		(0.2	)		2.5
Gain on sale of fixed assets		0.8			0.3			0.9			0.4
Loss from operations		(4.6	)		(7.3	)
Income (loss) from operations		(2.6	)		7.1			5.1			11.0
Interest expense, net		(10.7	)		(9.6	)
Interest expense, net		(10.4	)		(7.8	)		(8.5	)		(6.7	)
Other non-operating income (expense), net		9.4			8.9
Other non-operating expense, net		(0.8	)		(0.7	)		—			(0.1	)
Loss before income taxes		(5.9	)		(8.0	)
Income (loss) before income taxes		(13.8	)		(1.4	)		(3.4	)		4.2
Income tax expense		(1.5	)		(1.0	)
Income tax expense		(1.5	)		(1.6	)		(2.2	)		(1.7	)
Net loss		(7.4	)%		(9.0	)%
Net income (loss)		(15.3	)%		(3.0	)%		(5.6	)%		2.5	%

Three Months Ended ~~June~~December 2531, 2004 Compared with Three Months Ended ~~June~~December 2726, 2003

Net Sales

Net sales increased 38.06% to $~~116~~110.57 million for the three months ended ~~June 25~~December 31, 2004 compared to $~~113~~101.19 million for the three months ended ~~June~~December 2726, 2003. The result was partially due to $23.8 million of positive impact of currency fluctuations primarily relating to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during the ~~third~~first quarter of fiscal year 2005 ~~2004~~ compared to the same period in the prior year. In constant dollars stated at ~~monthly~~ average monthly exchange ~~rates~~rate ~~for~~of the ~~third~~first quarter of fiscal year ~~2003~~2004 and excluding ~~sales from~~ non-~~core~~seed ~~businesses~~sales, net seed sales would have increased 0 4.51% ~~to $110.3 million~~ for the ~~third~~first quarter of fiscal year ~~2004 from $109~~2005.~~8 million~~ ~~in third quarter of fiscal year 2003.~~ The increase was primarily a result of price increases implemented ~~around~~in October ~~2003~~2004 and the availability of high-demand seed. Geographically, the sales increases were primarily in the Americas, Asia Pacific and West Asia with gains in ~~broccoli, pepper,~~sales ~~spinach~~in tomato and ~~onion~~melon, which was partially offset by sales decrease in ~~South~~ ~~American and~~ Europe.

Gross Profit

Gross profit ~~decreased~~increased 1628.78% to $5963.16 million for the three months ended ~~June 25~~December 31, 2004 from $7149.04 million for the three months ended ~~June~~December 2726, 2003. Gross margin percentage ~~decreased~~ increased to 5057.85% for the three months ended ~~June~~December 2531, 2004 from 6248.85% for the three months ended ~~June~~ December 2726, 2003. The ~~decrease~~increase was primarily due to ~~amortization expense of $16.5 million of inventory step-up~~ ~~under purchase accounting treatment for the acquisition transactions, which~~ ~~had a negative impact of 14.1% to the Company’s gross margin. This non-cash~~ ~~charge will continue to have a negative impact on the gross profit for~~ ~~approximately the next seven months.~~

~~Research and Development Expenses~~27

Research and development expenses increased 4.8% to $13.2 million for the three months ended June 25, 2004 from $12.6 million for the three months ended June 27, 2003. This increase was primarily the result of cost of living adjustments, $0.3 million of currency fluctuations from research and development expenses in Europe and South Korea in the three months of fiscal year 2004, offset by $0.6 million of lower depreciation expense related to the impact of the negative goodwill allocation as part of the acquisition transaction. As a percentage to sales, research and development expenses for the three months ended June 25, 2004 increased to 11.3% from 11.1% in the same period last year.

~~Selling~~improved margin and mix impact of $2.3 million, ~~General~~volume impact of $4.2 million, lower seedmen’s claims and ~~Administrative~~inventory ~~Expenses~~reserve provision of $5.0 million, and currency fluctuation impact of $2.7 million.

Selling, general and administrative expenses increased 2.8% to $48.0 million for the three months ended June 25, 2004 from $46.7 million for the three months ended June 27, 2003. The increase was primarily due to cost of living adjustments, variable expenses associated with sales, $1.1 million of currency exchange impact on European and South Korean expenses, $1.1 million of management fee expense, and $0.3 million of non-cash stock based compensation expense, offset by $1.2 million of lower depreciation expense related to the impact of the negative goodwill allocation as part of the acquisition transaction, $1.2 million of expenses related to the fairness opinion of the merger transaction and an additional $2.8 million of severance expense in the prior year. As a percentage to net sales, selling, general and administrative expenses for the three months ended June 25, 2004 was 41.2%, which was consistent with 41.3% in the same period last year.

Amortization of Intangible Assets

Amortization of intangible assets decreased 49.5% to $2.0 million for the three months ended June 25, 2004 from $4.0 million for the three months June 27, 2003. The decrease was due to the purchase accounting impact to the intangible assets basis and amortization period, resulting in a lower amortization in the current period.

Gain on Sale of Fixed Assets

Both the gain of $1.0 million for the three months ended June 25, 2004 and $0.4 million for the three months ended June 27, 2003, respectively, resulted primarily from fixed asset sales of our South Korean subsidiary.

Interest Expense, Net

Interest expense, net, increased 37.0% to $12.1 million for the three months ended June 25, 2004 from $8.8 million for the three months ended June 27, 2003. The increase was primarily due to higher debt levels and interest of PIK Preferred Stock.

Other Non-Operating Expense, Net

We had other non-operating expense, including foreign currency gain (loss) and minority interest, net, of $0.9 million for the three months ended June 25, 2004 as compared to other non-operating expense, net, of $0.8 million for the three months ended June 27, 2003. Other non-operating expense, net, for the three months ended June 25, 2004 primarily consisted of foreign currency loss of $0.3 million, minority interest provision of $0.5 million and other expense of $0.2 million. The foreign currency loss was primarily due to the effect of the weakening of the Indian Rupee and Brazilian Real during the quarter on U.S. dollar based intercompany payables at subsidiaries in India and Brazil. Other non-operating expense, net, for the three months ended June 27, 2003, primarily consisted of $0.5 million of non-operating losses from several subsidiaries, $0.4 million of minority interest provision, offset by $0.2 million of foreign currency gain resulting from currency fluctuation of a U.S. dollar denominated loan held in the Netherlands.

Income Tax Expense

Income tax expense was $1.8 million for the three months ended June 25, 2004 and June 27, 2003, with pre-tax loss of $16.0 million and $1.5 million, respectively. The variation in income tax rate was primarily due to the amount and mix of worldwide income at Seminis’ subsidiaries.

Nine Months Ended June 25, 2004 Compared with Nine Months Ended June 27, 2003

Net Sales

Net sales increased 11.9% to $394.8 million for the nine months ended June 25, 2004 compared to $352.7 million for the nine months ended June 27, 2003. The result was partially due to $19.2 million of positive impact of currency fluctuations relating to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during the nine months of fiscal year 2004 compared to the same period in the prior year. In constant dollars stated at monthly average exchange rates for the nine months of fiscal year 2003 and excluding sales from non-core businesses, seed sales would have increased 6.4% to $362.4 million for the nine months of fiscal year 2004 from $340.6 million in the nine months of fiscal year 2003. The increase was primarily a result of price increases implemented around October 2003 and the availability of high-demand seed. Geographically, sales in all regions increased, which included gains in broccoli, carrot, pepper, bean, spinach, onion and hybrid tomato sales. The Company’s business is subject to seasonal fluctuations and, therefore, the sales for the nine months of a fiscal year are not necessarily indicative of those to be expected in any other interim period or for a fiscal year as a whole.

Gross Profit

Gross profit decreased 8.2% to $204.2 million for the nine months ended June 25, 2004 from $222.4 million for the nine months ended June 27, 2003. Gross margin percentage decreased to 51.7% for the nine months ended June 25, 2004 from 63.0% for the nine months ended June 27, 2003. The decrease was primarily due to the amortization of $44.9 million of inventory step-up, under purchase accounting treatment related to the acquisition transactions, which had a negative impact of 11.4% on the Company’s gross margin. This non-cash charge will continue to have a negative impact on the gross profit for approximately the next seven months.

Research and Development Expenses

Research and development expenses increased 512.35% to $3613.80 million for the ~~first~~ ~~nine~~three months ended ~~June~~ December 2531, 2004 from $3411.96 million for the ~~nine~~three months ended ~~June~~December 2726, 2003. This increase was primarily the result of cost of living adjustments, and $10.85 million of currency fluctuations from research and development expenses in Europe and South Korea in the ~~nine~~first three months of fiscal year ~~2004, offset by $1~~2005.~~8 million~~ ~~of lower depreciation expense related to the impact of the negative goodwill allocation as part of the acquisition transactions.~~ As a percentage to sales, research and development expenses for the three ~~nine~~ months ended ~~June~~December 2531, 2004 ~~decreased~~increased to 911.38% from 911.94% in the same period last year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 516.03% to $~~144~~53.94 million for the ~~nine~~ three months ended ~~June~~December 2531, 2004 from $~~138~~45.09 million for the ~~nine~~ three months ended ~~June~~December 2726, 2003. The increase was primarily due to cost of living adjustments, variable expenses associated with sales, $62.61 million of currency exchange impact on European and South Korean expenses, $30.5 million of management fee ~~expense,~~ and ~~$0.8 million of non-cash stock based compensation expense, offset by $3.7 million of lower depreciation expense~~ related ~~to the impact of the negative goodwill allocation as part of the acquisition transactions~~expenses, ~~$2.4 million of expenses related to a fairness opinion given in connection with the acquisition transactions~~ and ~~an additional~~ $61.20 million of severance expense ~~in the prior year~~. As a percentage to net sales, selling, general and administrative expenses for the ~~nine~~ three months ended ~~June~~ December 2531, 2004 ~~decreased~~was ~~to 36~~48.72%, ~~from~~compared 39to 45.1% in the same period last year.

Amortization of Intangible Assets

Amortization of intangible assets ~~decreased~~increased 509.62% to $52.91 million for the ~~nine~~ three months ended ~~June~~ December 2531, 2004 from $111.9 million for the ~~nine~~three months ~~June 27~~ended December 26, 2003. ~~The decrease was due to the purchase accounting impact to the~~ ~~intangible assets basis and amortization period, resulting in a lower~~ ~~amortization in the current period.~~

Gain (Loss) on Sale of Fixed Assets

~~Both~~The ~~the~~ gain (loss) on sale of assets was a loss of $30.62 million ~~and~~for the three months ended December 31, 2004 compared to a gain of $12.5 million for the ~~nine~~three months ended ~~June 25~~December 26, ~~2004~~2003. ~~and~~The gain ~~June~~for the three months ended December 2726, 2003, ~~respectively,~~ resulted primarily from fixed asset sales ofby our South Korean subsidiary.

Interest Expense, Net

Interest expense, net, increased 4122.61% to $3311.68 million for the ~~nine~~three months ended ~~June~~December 2531, 2004 from $239.7 million for the ~~nine~~three months ended ~~June~~December 2726, 2003. The increase was primarily due to higher debt levels and interest on rates from the ~~PIK~~issuance ~~Preferred~~of additional ~~Stock~~10 1/4% senior subordinated notes on January 23, 2004.

Other Non-Operating ~~Expense~~Income, Net

We had other non-operating ~~expense~~income, including foreign currency gain (loss) and minority interest, net, of $010.14 million and $09.31 million for the ~~nine~~three months ended ~~June~~December 2531, 2004 and ~~June~~the three months ended December 2726, 2003, respectively. Other non-operating ~~expense~~ income, net, for the three ~~nine~~ months ended ~~June~~December 2531, 2004 primarily consisted of ~~$3.8 million~~ ~~write-down~~foreign ofcurrency ~~deferred~~gain ~~loan~~of ~~fees~~$10.1 million, ~~resulting~~minority ~~from~~interest ~~the~~benefit ~~refinancing~~ of ~~the Company’s term loan in January 2004,~~ $0.61 million ofand ~~minority~~other ~~interest provision,~~income ~~offset~~of by $40.42 million ~~of foreign currency gain~~. ~~The foreign~~Other ~~currency~~non-operating ~~gain~~income, ~~was~~net, ~~primarily~~for ~~due~~the tothree ~~the~~months ~~effect~~ended ofDecember 26, ~~the~~2003, ~~strengthening~~primarily ofconsisted ~~the~~of ~~Euro~~foreign oncurrency agains ~~U.S.~~of ~~dollar based intercompany loan at a European subsidiary~~$8.9 million ~~Other non-operating~~and ~~expense~~other income of $0.32 million,. ~~net,~~The ~~for~~foreign ~~the~~currency gain ~~nine~~in ~~months~~both ~~ended~~the ~~June 27,~~first ~~2003,~~quarter ~~primarily~~of ~~consisted~~fiscal ofyears ~~non-operating~~2005 ~~losses~~and ~~from~~2004 ~~subsidiaries~~primarily ~~in the~~related ~~United~~to ~~States,~~a ~~Guatemala,~~U.S. dollar-denominated ~~Chile,~~intercompany ~~Brazil,~~loan ~~and~~in ~~Italy~~the Netherlands.

Income Tax Expense

Income tax expense was $81.7 million or a 26.4% effective tax rate, and $1.1 million or a 13.5% effective tax rate for the ~~nine~~three months ended ~~June~~December 2531, 2004 ~~compared~~ toand anDecember 26, ~~income~~2003, with pre-tax ~~expense~~losses of $6.05 million ~~for~~and ~~the nine months ended June~~$8.0 27million, ~~2003~~respectively. The ~~increase~~variation in income tax ~~expense~~ rate was primarily due to the amount and mix of worldwide income at Seminis’ subsidiaries.

Liquidity and Capital Resources

~~In connection with the acquisition transactions, the Company became a~~Background ~~privately held company, acquired all of its publicly held shares of Class A~~ common stock, shares of Class B common stock, and shares of Class B and Class C Redeemable Preferred Stocks, repaid the $216.6 million of principal outstanding under its senior credit facility, and $11.6 million of a mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, the Company issued $190.0 million of ten year, 10 1/4% senior subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of which was outstanding at June 25, 2004 and September 30, 2003, respectively), borrowed $17.0 million under a new mortgage note, and issued paid-in-kind mandatory redeemable preferred stock (see Note 11 to our consolidated financial statements — PIK Preferred Stock) along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million.

In connection with the acquisition transactions, the Company became a privately held company, acquired all of its publicly held shares of Class A common stock, shares of Class B common stock, and shares of Class B and Class C Redeemable Preferred Stocks, repaid the $216.6 million of principal outstanding under its senior credit facility, and $11.6 million of a mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, the Company issued $190.0 million of ten year, 10 ¹/4% senior subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of the revolving loan was outstanding at December 31, 2004 and September 30, 2004, respectively), borrowed $17.0 million under a new mortgage note, and issued paid-in-kind mandatory redeemable preferred stock (see Note 11 to our consolidated financial statements — PIK Preferred Stock) along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million.

Upon completion of the acquisition transactions, the Company had total indebtedness of $421.3 million as of September 30, 2003 compared to $252.5 million before the transactions.

Cash flows from operations

Operating activities utilized $945.13 million and $23.4 million in cash flow during the ~~nine~~three months ended ~~June~~December 2531, 2004 ~~compared~~and ~~to $3.6~~December ~~million~~26, ~~utilized~~2003, ~~during the same period in the prior fiscal year~~respectively. The increase in cash utilization in operating activities was primarily due to ~~approximately~~an ~~$11.8 million~~incremental ofinterest ~~acquisition~~payment ~~transaction~~of ~~related costs that were accrued at September~~$19.1 ~~30,~~million ~~2003~~based ~~but~~on ~~subsequently paid during~~ the ~~nine~~interest ~~months~~due ~~ended~~dates ~~June 25,~~during ~~2004. Cash flow was also impacted in~~ the ~~nine~~first ~~months~~quarters ~~ended June 25, 2004 by a $4.8 million prepayment~~ of ~~a management fee to be amortized over~~ fiscal year ~~2004,~~2005 ~~which was paid in~~and ~~accordance with the acquisition transaction’s purchase agreement. Additionally~~2004, ~~the~~and ~~increase in cash utilization was due to approximately~~ $61.7 5 million inof ~~transaction~~dividend ~~fees~~for ~~that~~preferred ~~were~~C ~~paid in association with the January 2004 senior subordinated note issuance~~shares.

Cash flows from investments

Capital expenditures ~~decreased~~increased to $73.01 million for the ~~nine~~three months ended ~~June 25~~December 31, 2004, from $91.57 million in the same period of the prior fiscal year. Other investing activities for the ~~nine~~three months ended ~~June~~December 2531, 2004 included $50.1 million from proceeds from the sale of assets compared to $93.07 million in the prior fiscal year. The decrease in proceeds during the three ~~nine~~ months ended ~~June~~December 2531, 2004 was primarily due to higher asset sales in our South ~~Korean~~ Korean subsidiary in the prior ~~year~~fiscal period.

Cash flows from financings

Concurrently with the offering of the additional notes, the Company amended the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million, amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

The Company’s total indebtedness as of ~~June~~December 2531, 2004 was $470.35 million, of which $8988.3 6 million were borrowings under ~~the~~ Company’s term loan, $~~342~~341.0 4 million were borrowings under our senior 10 1/4% subordinated notes (~~amount~~ including $1211.04 million of remaining premium balance, which will be amortized over the life of the ~~loan~~notes and reduces interest expense), and $17.40 million, $16.3 2 million, $01.5 million and $1915.8 million were borrowings by its United States, Spanish, Italian ~~French~~ and South Korean subsidiaries, respectively. The Company also has $4142.50 million of preferred shares subject to mandatory redemption (see Note 11— toPIK ~~our~~Preferred ~~consolidated financial statements for further description of the preferred shares~~Stock). As of ~~June~~ December 2531, 2004, the Company has cash and cash equivalents of $7475.68 million.

Going forward, the Company’s principal source of liquidity will be cash flow generated from operations, borrowings under its senior secured credit facility and additional capital infusion. The Company’s principal uses of cash will be to meet debt service requirements, finance capital ~~expenditures~~ expenditures and provide working capital. Based on the current level of operations, ~~management~~ management believes that remaining cash on hand, cash flow from operations and available borrowings ~~under its revolving credit portion of the senior~~ ~~secured credit facility will enable the Company to meet its working capital,~~ ~~capital expenditure, debt service and other funding requirements for at least the next 12 months.~~

under its revolving credit portion of the senior secured credit facility will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.

Our exposure to foreign currency fluctuations is primarily due to foreign currency gains or losses that occur from intercompany receivables and payables between Seminis Vegetable Seeds Inc. and its foreign subsidiaries.

The Company entered into an interest rate swap agreement in September 2003. The purpose of the swap agreement is to hedge approximately $16.8 million of variable rate debt associated with the Company’s mortgage on its worldwide headquarter facility in Oxnard, CA. Changes in the fair value of the hedge instrument are reflected in other comprehensive income (loss) and the associated interest is reflected in the statement of operations over the term of the mortgage.

Recent Accounting Pronouncements

In December ~~2003~~2004, the FASB ~~reissued~~issued SFAS No. ~~132~~123(R), ~~“Employers’~~Share-Based ~~Disclosures about~~Payment, ~~Pensions~~which ~~and~~establishes standards ~~Other~~for ~~Postretirement~~transactions ~~Benefits,~~in which an ~~amendment~~entity ofexchanges ~~FASB Statements~~its ~~No. 87,~~equity ~~88,~~instruments ~~and~~for ~~106~~goods or services.” This ~~Statement~~standard ~~revises~~requires ~~employers’ disclosures~~a ~~about~~public ~~pension~~entity ~~plans~~to ~~and~~measure ~~other postretirement benefit plans. It does not change~~ the ~~measurement~~cost ~~or recognition~~ of ~~those~~employee ~~plans required by~~services ~~SFAS~~received ~~No. 87,~~in ~~“Employers’~~exchange ~~Accounting~~ for ~~Pensions,”~~an ~~SFAS~~award ~~No. 88,~~of ~~“Employers’ Accounting~~equity ~~for~~instruments ~~Settlements~~based ~~and~~on ~~Curtailments~~the ofgrant-date ~~Defined~~fair ~~Benefit~~value ~~Pension Plans~~of ~~and~~the ~~for~~award. ~~Termination Benefits,” and~~ SFAS No. ~~106,~~123(R) ~~“Employers’~~eliminates ~~Accounting~~the ~~for Postretirement~~exception ~~Benefits~~to ~~Other~~account ~~Than~~for ~~Pensions.”~~such ~~This~~awards ~~Statement~~using ~~retains~~ the ~~disclosure~~intrinsic ~~requirements~~method ~~contained~~previously inallowable ~~the~~under ~~original~~APB ~~SFAS~~Opinion No. ~~132,~~25. ~~“Employers’ Disclosures~~SFAS ~~about Pensions and Other Postretirement Benefits~~No.” 123(R) ~~The~~will ~~revised~~be ~~Statement~~effective ~~also~~for ~~requires~~interim ~~additional~~or ~~disclosures~~annual ~~about~~reporting ~~the~~periods ~~assets,~~beginning ~~obligations, cash~~on ~~flows,~~or ~~and~~after ~~net~~June 15, ~~periodic~~2005. ~~benefit cost of defined benefit pension plans~~The ~~and~~Company ~~other~~has ~~defined~~adopted ~~benefit~~FASB ~~postretirement~~Statement ~~plans~~No. 123 ~~The~~under the provisions of ~~the original~~ SFAS No. ~~132~~148 ~~will~~on ~~remain~~October 1, 2003; insee ~~effect~~Note ~~until~~9 ~~the~~Benefit ~~provisions~~Plan of(Stock ~~this Statement~~Based ~~are~~Compensation) ~~adopted.~~for ~~Certain~~related ~~new~~disclosure ~~provisions~~under ~~are effective for financial~~this ~~statements~~provision. ~~with~~Accordingly ~~fiscal~~we ~~years~~believe ~~ending~~SFAS ~~after December~~No. ~~15,~~123(R) ~~2003,~~will ~~while~~not ~~other provisions~~have ~~are~~a ~~effective~~material ~~for~~impact ~~fiscal~~on ~~years~~our balance ~~ending~~sheet ~~after~~or ~~June 15,~~income ~~2004~~statements. ~~The interim~~We ~~period~~continue ~~disclosures~~to ~~are~~assess ~~effective~~the ~~for~~potential ~~interim~~impact ~~periods~~that ~~beginning after~~the ~~December 15,~~adoption ~~2003.~~of ~~See~~SFAS ~~Note~~No. 123(R) 8could tohave on our ~~consolidated financial~~ statements ~~“Pensions~~of ~~and~~cash ~~Other Postretirement Benefits,” for disclosures required under the revised SFAS No~~flows. ~~132.~~

In December ~~2003~~2004, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~SFAS ~~Board (FASB) reissued Interpretation~~ No. 46153, ~~“Consolidation~~Exchanges of ~~Variable~~Nonmonetary ~~Interest~~Assets, ~~Entities — an~~which ~~Interpretation~~eliminates ofthe ~~ARB~~exception ~~No. 51.”~~for ~~The~~nonmonetary ~~Interpretation~~exchanges ~~clarifies the application~~ of ~~Accounting~~similar ~~Research~~productive ~~Bulletin~~assets ~~No. 51,~~and ~~“Consolidated~~replaces ~~Financial Statements,”~~it towith ~~certain~~a ~~entities~~general inexception ~~which~~for ~~equity~~exchanges ~~investors do not have the characteristics~~ of anonmonetary ~~controlling~~assets ~~financial~~that ~~interest or~~ do not have ~~sufficient equity risk for~~commercial ~~the~~substance. ~~entity~~SFAS ~~to finance its activities without additional subordinated financial support~~No. 153 ~~The~~will ~~provisions~~be ~~of this Interpretation are~~ effective for ~~the~~ ~~Company~~nonmonetary ~~for~~asset ~~interim~~exchanges occurring in fiscal periods ~~ending~~beginning after ~~March~~June 15, ~~2004~~2005. ~~The~~We do not believe the adoption of ~~this~~ ~~Interpretation~~SFAS ~~has~~No. 153 ~~not~~will ~~had~~ have a ~~significant~~material impact on ~~the~~our ~~Company’s~~ financial ~~results of operations and financial position~~statements.

In ~~May~~November ~~2003~~2004, ~~the~~ FASB ~~issued~~Statement ~~SFAS~~ No. ~~150~~151, ~~“Accounting~~Inventory ~~for~~Costs, ~~Certain~~an ~~Financial Instruments~~Amendment ~~with Characteristics~~ of ~~both~~ARB ~~Liabilities~~No. 43, ~~and~~Chapter 4 (“SFAS ~~Equity~~No. 151”), ~~This Statement~~was ~~establishes~~issued. ~~standards~~The ~~for~~amendments ~~how~~made anby ~~issuer~~SFAS ~~classifies~~No. 151 ~~and~~clarify ~~measures certain~~that ~~financial~~abnormal ~~instruments with characteristics~~ amounts of ~~both~~idle ~~liabilities~~facility ~~and equity.~~expense, ~~This~~freight, ~~Statement~~handling ~~requires~~costs, ~~that~~and anwasted ~~issuer~~materials ~~classify~~(spoilage) should ~~a financial~~be ~~instrument~~recognized ~~that~~as iscurrent-period ~~within~~charges ~~its~~and ~~scope~~require asthe aallocation ~~liability~~of ~~(or~~fixed anproduction ~~asset~~overheads ~~in some~~to ~~circumstances).~~inventory ~~The~~based ~~provisions~~on ofthe ~~this~~normal ~~Statement~~capacity ~~are~~of ~~effective~~the ~~for~~production ~~financial instruments~~facilities. ~~entered~~SFAS ~~into or modified after May~~No. ~~31,~~151 ~~2003,~~will ~~and otherwise are~~become effective atfor ~~the~~us beginning ofin ~~the~~fiscal ~~first interim period beginning after June 15, 2003~~2006. ~~The~~We ~~Company~~are ~~adopted~~in ~~this~~the ~~Statement~~process as of ~~June 28,~~assessing ~~2003~~the ~~and~~impact ~~has~~SFAS ~~classified~~No. 151 ~~its~~will ~~newly~~have ~~issued~~on ~~paid~~our infinancial ~~kind~~position ~~preferred~~and ~~stock~~results ~~(“PIK~~of ~~Preferred Stock”) as a liability~~operations.

InThe ~~January 2003,~~United States Congress passed the ~~FASB~~American ~~issued~~Jobs ~~SFAS~~Creation ~~No. 148,~~Act of 2004 (the “~~Accounting~~Act”), ~~for~~which ~~Stock-Based~~the ~~Compensation-Transition~~President ~~and~~signed ~~Disclosure~~into law on October 22, an2004. ~~amendment~~Key provisions of ~~FASB~~the ~~Statement~~Act ~~No.~~include a temporary ~~123.”~~incentive ~~SFAS~~for NoU. ~~148~~S. ~~provides~~multinational ~~alternative~~corporations ~~methods~~to ofrepatriate ~~transition~~foreign ~~for~~earnings, a ~~voluntary~~domestic ~~change~~manufacturing todeduction, ~~the~~and ~~fair~~international ~~value~~tax ~~based~~reforms ~~method~~designed ofto ~~accounting~~improve ~~for~~the ~~stock-based employee~~global ~~compensation~~competitiveness of U.S. Itbusinesses. ~~also~~In ~~requires~~accordance ~~disclosures~~with inSFAS ~~both~~109, ~~annual~~“Accounting ~~and~~for ~~interim~~Income Taxes,” ~~financial~~we ~~statements~~will ~~about~~reflect the ~~method~~effects of ~~accounting~~the ~~for~~Act, ~~stock-based~~if ~~employee compensation~~any, ~~and~~in the ~~effect~~first half of ~~the~~fiscal ~~method~~2005 ~~used~~as onpart ~~reported~~of income ~~results.~~tax ~~SFAS~~expense Nofor the period. ~~148~~ isWe ~~effective~~are ~~for~~still ~~annual~~evaluating ~~and~~the ~~interim~~impact ~~periods~~of ~~beginning~~the ~~after~~Act ~~December 15, 2002.~~on ~~The~~the Company. Accordingly, ~~has~~we ~~adopted~~have ~~FASB~~not ~~Statement~~yet ~~No. 123~~determined ~~under~~its ~~the~~impact ~~provisions~~on ~~of SFAS~~our ~~No. 148~~effective tax rate and on ~~October 1,~~our ~~2003~~deferred tax assets and liabilities.

3330

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in the Form S10-4K, as filed with the SEC on ~~March 11~~September 30, 2004 have not changed significantly through the ~~nine~~three months ended ~~June~~ December 2531, 2004.

Item 4. Controls and Procedures

(a)		Evaluation of disclosure controls and procedures. The Company’s chief executive officer and chief financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, they have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
(b)		Changes in internal controls. There was no change in the Company’s internal controls over financial reporting during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company’s chief executive officer and chief accounting officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, process, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes in the Company’s internal controls over financial reporting during the first quarter of fiscal year 2005 that have materially affected, or are reasonably likely to materially effect, the registrant’s internal control over financial reporting.

3431

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

AsIn ~~part~~mid-October 2003, ofSeminis ~~the~~was ~~formation~~notified ofby ~~LSL~~the ~~PlantScience,~~University aof ~~joint~~California ~~venture~~at ~~between~~Davis ~~Seminis~~(UCD) ~~and~~that ~~LSL~~20 ~~Biotechnologies,~~grams ~~LSL~~of ~~Biotechnologies~~tomato ~~contributed~~seed ~~certain~~donated ~~agreements between~~to ~~LSL~~the ~~Biotechnologies~~university ~~and~~in a1996 ~~third~~by ~~party.~~Petoseed ~~These~~(acquired ~~agreements~~by ~~contain~~Seminis) ~~provisions~~for ~~that~~research ~~permanently~~purposes ~~restrict~~was ~~the~~believed ~~third~~to ~~party~~be ~~from~~bioengineered ~~engaging~~seed. inUCD ~~the development~~had orgrown ~~marketing~~a ofseed ~~open~~crop ~~field tomato seeds having long-shelf-life~~from ~~characteristics~~this inseed ~~certain~~and ~~areas~~distributed in30 ~~the~~samples ~~world,~~(each including ~~North~~about ~~America.~~25 ~~In September 2000,~~seeds) ~~the~~to ~~Antitrust~~researchers ~~Division of the U.S. Department of Justice~~and ~~filed~~horticulturists ~~suit~~ in the ~~U.S.~~United ~~District~~States ~~Court~~and ~~for~~abroad over the ~~District~~past ofseven ~~Arizona~~years. ~~against LSL PlantScience~~UCD, ~~LSL~~Seminis ~~Biotechnologies~~ and ~~Seminis to delete these restrictive~~the ~~provisions.~~recipients Onof ~~March 29,~~this ~~2002,~~seed ~~the~~were ~~U.S.~~unaware ~~District~~that ~~Court~~these ~~dismissed~~seeds ~~without prejudice~~carried ~~the~~a ~~action~~biotech ~~against~~trait. ~~LSL~~Seminis ~~PlantScience, LSL Biotechnologies~~ and UCD ~~Seminis.~~have ~~The~~investigated ~~U.S. Department of Justice has appealed~~ this ~~ruling~~matter, and ~~the appeal~~it is ~~pending~~unclear inwhen ~~the~~or ~~Ninth~~where ~~Circuit~~the ~~Court~~seeds ofwere ~~Appeals~~mislabeled.

InThe ~~January 2002,~~biotech ~~melon~~trait ~~growers~~involved inhere, ~~Costa~~known ~~Rica~~as ~~notified us that our Dorado melon seeds were infected with Watermelon Fruit Blotch. Growers who purchased~~ the ~~infected~~PG-gene, ~~Seminis~~had ~~seeds~~been ~~and~~cleared ~~growers~~for ~~whose~~human ~~crops~~consumption ~~were infected~~ by ~~the~~ ~~bacteria that spread from crops grown with~~ the ~~infected~~Food ~~Seminis~~and ~~seeds~~Drug ~~have claimed~~Administration ~~damages~~in ~~against us. The claims related to those growers who purchased Seminis seeds have been settled for approximately $5.8 million~~1994, ~~of which approximately $2.6 million was recovered under our errors~~ and ~~omissions insurance~~a ~~policy~~different ~~and~~seed ~~the~~variety ~~remainder~~with ofthis ~~the~~trait ~~settlement~~ was ~~paid by us by July~~ ~~2002.~~planted ~~The~~commercially ~~claims~~until ~~related to the growers with infected crops total approximately $4~~1999.~~7 million~~ ~~and~~Federal weregulators ~~believe~~indicated ~~these~~there ~~claims~~was ~~are~~no ~~covered~~evidence ~~under~~that ~~our general liability insurance policy. We have finalized settlement of all of these claims. We have settled~~ the ~~coverage issue with our general liability~~ ~~insurance~~seed ~~carrier~~in tothis ~~our~~instance ~~satisfaction,~~was ~~and~~used ~~proceedings~~for ~~against~~anything ~~them~~other ~~have~~than ~~been dismissed~~research. ~~We are now pursuing coverage with our excess general liability~~ ~~insurer, who has informally denied coverage, and we are in the midst of~~ ~~settlement negotiations with them.~~

~~In early 2000, we filed suit against Dietrich Schmidt, the former president of~~ Seminis and ~~the~~UCD ~~current~~worked ~~president~~with ofthe ~~United Genetics, a competitor of ours, United Genetics, and two former Seminis breeders, Ken Owen and Wei Ouyang, for trade secret misappropriation and breach of contract~~U. MrS. ~~Schmidt~~ ~~filed~~Department ~~a counterclaim for defamation against us. We were unsuccessful on our claims for trade secret misappropriation and breach~~ of ~~contract~~Agriculture, ~~and Mr. Schmidt~~as ~~was~~well ~~successful~~as onsimilar ~~his~~local agencies ~~counterclaim~~in ~~with~~ the ~~court~~countries ~~awarding~~where ~~him~~seed ~~$1 in~~was ~~nominal~~sent ~~damages.~~to ~~The~~determine ~~count~~what ~~subsequently~~happened ~~awarded Messrs. Schmidt, Owen~~ and ~~Ouyang~~ ~~their~~what ~~attorney’s~~actions, ~~fees. We have appealed certain aspects of the~~if ~~judgment~~any, ~~including~~needed ~~the~~to ~~fee~~be ~~award~~taken. ~~A decision on the appeal was handed down in December, 2003.~~ The ~~California~~USDA ~~Court of Appeal partially affirmed the lower court’s ruling, and~~ has ~~partially~~now ~~reversed~~closed ~~and~~its ~~remanded~~investigation ~~the~~with ~~case to the lower court for~~ a ~~re-determination~~minor offine ~~costs~~paid ~~and fees~~by Seminis, ~~specifying that certain attorney’s fees~~ and ~~costs~~an ~~previously~~update ~~awarded~~ to ~~Messrs. Schmidt, Owens and Ouyang should not be payable by~~ Seminis.’ ~~Seminis~~seed ~~recently~~handling ~~settled this matter and all litigation, appeals, and motions have been dismissed~~training.

35As part of the formation of LSL PlantScience, a joint venture between Seminis and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements between LSL Biotechnologies and a third party. These agreements contain provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice appealed this ruling, but their appeal was denied by a panel of the Ninth Circuit Court of Appeals on August 11, 2004. The U.S. Department of Justice filed a Petition for Panel Rehearing and Suggestion for Rehearing En Bank on September 23, 2004, requesting that the panel’s decision be vacated, and the district court’s order reversed (U.S. v. LSL Biotechnologies, 9th Cir., No. 02-16472, 8/11/04). On October 20, 2004, the government’s petition was denied, and the mandate was issued on November 3, 2004.

OnItem ~~December 17, 2002 and January 4, 2003, four purported class action lawsuits were filed relating to the acquisition transactions~~2. ~~Three~~Unregistered ofSales these actions — Garry Firth v. Alfonso Romo Garza, et al., Civil Action No. 20085, Boris Pozniak v. Alfonso Romo Garza, et al., Civil Action No. 20097 and Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 — were filed in the Delaware Court of ~~Chancery~~Equity ~~(New~~Securities Castle County), while the fourth, Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California Superior Court (Ventura County). Since that time, a fifth case, Haven Capital Management v. Alfonso Romo Garza, et al., Civil Action No. 20140 has also been filed in Delaware. In February 2003, the Firth, Pozniak, Herranz and ~~Haven~~ ~~Capital~~Use cases were consolidated into one proceeding entitled In re Seminis, Inc. Shareholders’ Litigation, Consolidated C.A. No. 20140-NC, and the Haven Capital complaint was designated as the operative complaint in the consolidated lawsuit. That complaint names as defendants Savia, the Company and its Directors. The Rosales (California) complaint names as defendants the Company and its Directors. Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Company common stockholders or their successors. Both of these actions — which were brought prior to the public announcement of the Company entering into the acquisition transactions agreements — allege that the acquisition transactions, when consummated, would provide insufficient consideration to the Company’s common stockholders and allege that the defendants breached their fiduciary duties in connection with the acquisition transactions. The complaints sought a preliminary and permanent injunction to enjoin the acquisition transactions and, since the acquisition transactions have been consummated, rescission and damages. On September 24, 2003, the parties reached a memorandum of understanding that settled all of the alleged claims. The parties have finalized the settlement agreement and the California court preliminarily approved the terms of the settlement in April 2004. A hearing for final approval of the settlement was held by the California court in July, 2004, and approval of the settlement was granted, and we expect to have all actions in California and Delaware dismissed in the very near future. The proposed settlement does not affect the terms of the acquisition transactions set forth herein. Proceeds

~~During~~See ~~the~~Note ~~last~~14 ~~months of fiscal year 2002, Seminis’ subsidiary in Spain sold Boludo tomato seed~~ to ~~growers~~our inconsolidated ~~the~~financial ~~Canary Islands, Almeria, Murcia, and Granada areas of Spain~~statements. ~~Subsequently, some plantings with this seed showed~~ ~~symptoms of the bacteria, Clavibacter michiganses, which can be seed borne,~~ ~~among other possible sources. Seminis has been conducting an investigation of~~ the seeds and until July 31, 2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish authorities requested an analysis of all seed lots sold in the Canary Islands. On July 31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. Seminis believes that other factors that may cause the disease were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in the growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-party sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batch samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. Seminis is currently involved in investigating each of the growers’ complaints, and will work diligently to resolve these issues in a commercially reasonable manner.

WeItem ~~are involved from time to time as a defendant in various other lawsuits arising in the normal course of business~~3. WeDefaults ~~believe~~Upon ~~that~~Senior ~~no current claims, individually or in the aggregate, will have a material adverse effect on our business, results of operations or financial condition.~~ Securities

~~Item 6~~None. ~~Exhibits and Reports on Form 8-K~~

~~The~~Item ~~Company~~4. ~~did~~Submission ~~not~~of ~~file~~Matters ~~any~~to ~~reports~~a onVote ~~Form~~of ~~8-K~~Security ~~for the quarter ended June 25, 2004.~~ Holders

36See Note 14 to our consolidated financial statements.

~~Table~~Item of5. ~~Contents~~Other Information

~~Exhibit Index~~None.

Exhibit
Number		Description
(a) 1		Form of Underwriting Agreement
(c) 2.1		Merger Agreement by and between Seminis, Inc., an Illinois corporation and Seminis, Inc., a Delaware corporation
(k) 2.2		Agreement and Plan of Merger by and among Seminis, Inc., Seminis Acquisition LLC, Seminis Merger Corp., and Fox Paine & Co., LLC, dated as of May 30, 2003.
(k) 2.3		Stock Purchase Agreement by and among Fox Paine Seminis Holdings, LLC, Banca Afirme, S.A., Instiucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003.
(k) 2.4		Amended and Restated Exchange Agreement by and between Seminis, Inc. and Savia, S.A. de C.V. dated as of May 30, 2003.
(k) 2.5		Contribution Agreement by and 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 de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management, dated as of May 30, 2003.
(l) 2.6		Amendment to Contribution Agreement, dated as of September 29, 2003, by and 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 de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management.
(l) 3.1		Amended and Restated Certificate of Incorporation
(c) 3.2		Certificate of Designations of Class A Mandatorily Redeemable Preferred Stock and Class B Mandatorily Redeemable Preferred Stock of Seminis, Inc.
(c) 3.3		Certificate of Designations of Class C Redeemable Preferred Stock of Seminis, Inc.
(l) 3.4		By-Laws
(l) 3.5		Certificate of Designation of Preferences and Rights of Class C Redeemable Preferred Stock of Seminis, Inc.
(c) 4.1		Form of Class A Common Stock Certificate
(a) 4.2		Registration Rights Agreement by and among Seminis, Inc. and certain shareholders of Seminis, dated October 1, 1995
(k) 4.3		Indenture, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., and Baxter Seed Co., Inc. and Wells Fargo Bank, National Association for the 10 1/4% Senior Subordinated Notes due 2013.
(k) 4.4		Registration Rights Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.
(k) 4.5		Form of Global Note for 10 1/4% Senior Subordinated Notes due 2013 of Seminis Vegetable Seeds, Inc. (contained as an exhibit to Exhibit 4.3 hereto).
(l) 4.6		Form of Exchange Agent Agreement by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Wells Fargo Bank, National Association.
(l) 4.7		Registration Rights Agreement, dated as of January 23, 2004, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc.
(c) 5		Opinion of Milbank, Tweed, Hadley & McCloy LLP
(a) 10.1		Seminis, Inc. 1998 Stock Option Plan
(b) 10.2		Amended and Restated Seminis, Inc. 1998 Stock Option Plan
(a) 10.3		Share Subscription Agreement by and between Seminis, Inc. and Hungnong Seed Co., Ltd., dated June 12, 1998
(c) 10.4		Form of New Credit Facility among Seminis, Inc, Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as lenders, dated as of June 28, 1999
(c) 10.5		Form of Letter Agreement between Savia, S.A. de C.V. and Seminis, Inc. dated as of June 21, 1999
(d) 10.6		Second Amendment and Waiver to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, Dated as of June 29, 2000, effective March 31, 2000
(d) 10.7		Security Agreement Re: Accounts, Inventory and General Intangibles among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of June 29, 2000
(e) 10.8		Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of September 30, 2000, effective September 30, 2000.
(d) 10.9		Extension of Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V., as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 30, 2000, effective December 30, 2000.
(f) 10.10		Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 29, 2000, effective December 29, 2000.
(g) 10.11		Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of April 30, 2001, effective April 30, 2001.
(h) 10.12		Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of May 31, 2001, effective May 31, 2001.

Item 6. Exhibits

3733

Exhibit
Number		Description
(i) 10.13		Revision to (h) 10.12
(j) 10.14		Modification and Interim Waiver Agreement to Credit Agreement dated as of June 28, 1999 among Seminis, Inc., Seminis Vegetable Seeds, Inc., SVS Holland B.V. as borrowers, Harris Trust and Savings Bank, individually and as Administrative Agent, Bank of Montreal, individually and as Syndication Agent and the Lenders from time to time parties thereto, as Lenders, dated as of December 31, 2002, effective December 31, 2002.
(k) 10.15		New Senior Secured Credit Facility by and among Seminis, Vegetables Inc. as the borrower, Seminis, Inc. as the parent guarantor, Citicorp North America, Inc. as administrative agent, CIBC World Markets Corp. and Rabobank International as co-documentation agents, Harris Trust and Savings Bank as syndication agent and Citigroup Global Markets Inc. together with Harris Trust and Savings Bank as joint lead arrangers and joint bookrunners consisting of a $60.0 million revolving loan and a $190.0 million term loan, dated as of September 29, 2003.
(l) 10.16		Amended and Restated Stockholders’ Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc., Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.
(k) 10.17		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Alfonso Romo.
(k) 10.18		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bruno Ferrari.
(k) 10.19		Amendment, dated August 7, 2003, to the Employment Agreement, made May 30, 2003, between Seminis, Inc. and Bruno Ferrari.
(k) 10.20		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Mateo Mazal.
(k) 10.21		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bernardo Jimenez.
(k) 10.22		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Gaspar Alvarez.
(k) 10.23		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Jose Manuel Madero.
(k) 10.24		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Charles Edward Green.
(l) 10.25		New Senior Secured Credit Facility by and among Seminis, Vegetables Inc. as the borrower, Seminis, Inc. as the parent guarantor, Citicorp North America, Inc. as administrative agent, CIBC World Markets Corp. and Rabobank International as co-documentation agents, Harris Trust and Savings Bank as syndication agent and Citigroup Global Markets Inc. together with Harris Trust and Savings Bank as joint lead arrangers and joint bookrunners consisting of a $75.0 million revolving loan and a $90.0 million term loan, dated as of September 29, 2003, as amended by Amendment No. 1 thereto dated as of January 15, 2004.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Index

(a) Incorporated by reference to Seminis’ Form S-1 filed on February 11, 1999. (b) Incorporated by reference to Seminis’ Amendment No. 2 to Form S-1 filed on May 27, 1999. (c) Incorporated by reference to Seminis’ Amendment No. 3 to Form S-1 filed on June 21, 1999. (d) Filed with the June 30, 2000 Form 10Q. (e) Filed with the September 30, 2000 Form 10K. (f) Filed with the December 30, 2000 Form 10Q. (g) Filed with the March 30, 2001 Form 10Q. (h) Filed with the June 29, 2001 Form 10Q. (i) Filed with the September 30, 2001 Form 10K. (j) Filed with the September 30, 2002 Form 10K. (k) Incorporated by reference to Seminis’ Form S-4 filed on November 14, 2003. (l) Incorporated by reference to Seminis’ Amendment No. 1 to Form S-4 filed on March 11, 2004.


Exhibit
Number		Description
2.1		Agreement and Plan of Merger by and among Seminis, Inc., Seminis Acquisition LLC, Seminis Merger Corp., and Fox Paine & Co., LLC, dated as of May 30, 2003.*

2.2		Stock Purchase Agreement by and among Fox Paine Seminis Holdings., LLC Banca Afirme, SA., Instiucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003.*

2.3		Amended and Restated Exchange Agreement by and between Seminis, Inc. and Savia, S.A. de C.V. dated as of May 30, 2003.*

2.4		Contribution Agreement by and 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 de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management, dated as of May 30, 2003.*

2.5		Amendment to Contribution Agreement, dated as of September 29, 2003, by and 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 de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management.*

3.1		Articles of Incorporation of Seminis Vegetable Seeds, Inc.*

3.2		By-laws of Seminis Vegetable Seeds, Inc.*

3.3		Amended and Restated Certificate of Incorporation of Seminis, Inc.*

3.4		By-laws of Seminis, Inc.*

3.5		Certificate of Designation of Preferences and Rights of Class C Redeemable Preferred Stock of Seminis, Inc.*

3.6		Articles of Incorporation of Petoseed International, Inc.*

3.7		By-laws of Petoseed International, Inc.*

3.8		Articles of Incorporation of PGI Alfalfa, Inc.*

3.9		By-laws of PGI Alfalfa, Inc.*

3.10		Articles of Incorporation of Baxter Seed Co., Inc.*

3.11		By-laws of Baxter Seed Co., Inc.*

4.1		Indenture, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., and Baxter Seed Co., Inc. and Wells Fargo Bank, National Association for the 10 1/4% Senior Subordinated Notes due 2013.*

4.2		Registration Rights Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.*

4.3		Form of Global Note for 10 1/4% Senior Subordinated Notes due 2013 of Seminis Vegetable Seeds, Inc. (contained as an exhibit to Exhibit 4.1 hereto).*

4.4		Form of Exchange Agent Agreement by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Wells Fargo Bank, National Association.*

4.5		Registration Rights Agreement, dated as of January 23, 2004, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc.*

3834

Signatures


Exhibit
Number		Description
10.1		Amended and Restated Stockholders’ Agreement, dated as of September 29, 2003, by and among SEMINIS, INC., a Delaware corporation, Fox Paine Capital Fund II, L.P., a Delaware limited partnership, Fox Paine Capital Fund II Co-Investors, L.P., a Delaware limited partnership, E and A `J’ Trust, FPC Investment GP, FPSH Coinvestment Fund I, LLC, a Delaware limited liability company, FPSH Coinvestment Fund II, LLC, a Delaware limited liability company, FPSH Coinvestment Fund III, LLC, a Delaware limited liability company, FPSH Coinvestment Fund IV, LLC, a Delaware limited liability company, FPSH Coinvestment Fund V, LLC, a Delaware limited liability company, Alfonso Romo Garza, Gaspar Alvarez, Franco Campana, Bruno Ferrari, Charles Edward Green, Luis Maiz, Mateo Mazal, Bernardo Jimenez Barrera, Adrian Rodriguez Macedo, Jose Manuel Madero, Jean Pierre Posa, 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 De Administracion Y Pago Numero 167-5), a trust organized under the United Mexican States, Conjunto Administrativo Integral, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Emprima, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Park Financial Group, Ltd, (BVI), a British Virgin Islands Company, Desarrollo Consolidado De Negocios, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Savia, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Banca Afirme, S.A. Institucion De Banca Multiple, Afirme Grupo Financiero, As trustee, under the Administration Trust Number 243-4 (Fideicomiso De Administracion), a trust organized under the United Mexican States, The Irrevocable Administration and Payment Trust Number 131-4 Entered into by Banca Afirme, S.A., Institucion De Banca Multiple, Afirme Grupo Financiero, in its capacity as Trustee and Pulsar Internacional, S.A. De C.V., executed on July 23, 2001, as amended, a trust organized under the United Mexican States, Marcela Gonzalez, The Northwestern Mutual Life Insurance Company, Stichting Pensioenfonds ABP and Stichting Pensioenfonds Voor De Gezondheid, Geestelijke en Maatschappelijke Belangen.*

10.2		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Alfonso Romo Garza.*

10.3		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*

10.4		Amendment, dated August 7, 2003, to the Employment Agreement, made May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*

10.5		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Mateo Mazal Beja.*

10.6		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bernardo Jimenez.*

10.7		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Gaspar Alvarez.*

10.8		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Jose Manuel Madero Garza.*

10.9		Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Charles Edward Green.*

10.10		New Senior Secured Credit Facility by and among Seminis Vegetable Seeds Inc. as the borrower, Seminis, Inc. as the parent guarantor, Citicorp North America, Inc. as administrative agent, CIBC World Markets Corp. and Rabobank International as co-documentation agents, Harris Trust and Savings Bank as syndication agent and Citigroup Global Markets Inc. together with Harris Trust and Savings Bank as joint lead arrangers and joint bookrunners consisting of a $75.0 million revolving loan and a $90.0 million term loan, dated as of September 29, 2003, as amended by Amendment No. 1 thereto dated as of January 15, 2004.*

10.11		Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Bruno Ferrari Garcia de Alla.

10.12		Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Charles Edward Green.

10.13		Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Gaspar Alvarez.

10.14		Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Jose Manuel Madero Garza.

10.15		Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Gerard Renou.

10.16		Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Alfonso Romo Garza.

10.17		Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Bernardo Jimenez.

10.18		Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Mateo Mazal Beja.

14.		Code of Ethics.

21.1		Subsidiaries of Registrants.*

31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 906 of the Sarbanes-Oxley Act of 2002.

~~Pursuant~~* toPreviously ~~the~~filed ~~requirements~~as ofexhibits ~~the~~to ~~Securities Exchange Act of 1934,~~ the ~~Registrant~~ ~~has~~Registration ~~duly~~Statement ~~caused~~declared ~~this~~effective ~~report to be signed~~ on ~~its~~March ~~behalf~~19, by2004 ~~the undersigned~~(SEC ~~thereunto~~No. ~~duly authorized~~333-11050604).

Date: August 9, 2004				SEMINIS, INC.
				/s/ Alfonso Romo Garza
				Alfonso Romo Garza
				Chief Executive Officer
				(Principal Executive Officer)
				/s/ Gaspar Alvarez Martinez
				Gaspar Alvarez Martinez
				VP Finance & Worldwide Corporate Comptroller
				(Principal Accounting Officer)

39 Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: February 14, 2005	SEMINIS, INC.
	/s/ Alfonso Romo Garza
	Alfonso Romo Garza
	Chief Executive Officer (Principal Executive Officer)


	/s/ Gaspar Alvarez Martinez
	Gaspar Alvarez Martinez
	VP Finance & Worldwide Corporate Comptroller (Principal Accounting Officer)

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