UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-Q

(~~Mark~~MARK ~~One~~ONE)

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

~~For~~FOR ~~the~~THE ~~Quarterly~~QUARTERLY ~~Period~~PERIOD ~~Ended~~ENDED ~~June 27~~JUNE 25, ~~2003~~2004

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

~~For~~FOR ~~the~~THE ~~transition~~TRANSITION ~~period~~PERIOD ~~from to~~FROM TO

~~Commission~~COMMISSION ~~File~~FILE ~~Number~~NUMBER 000-26519

SEMINIS, INC.

(~~Exact~~EXACT ~~Name~~NAME ofOF ~~Registrant~~REGISTRANT asAS ~~Specified~~SPECIFIED inIN ~~Its~~ITS ~~Charter~~CHARTER)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		36-0769130 (I.R.S. Employer Identification No.)
DELAWARE		36-0769130
2700 Camino del Sol, Oxnard, California (Address of Principal Executive Offices)		93030-7967 (Zip Code)
(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~~REGISTRANT’sS ~~telephone~~TELEPHONE ~~number~~NUMBER, ~~including~~INCLUDING ~~area~~AREA ~~code~~CODE)

~~Not~~NOT ~~Applicable~~APPLICABLE (~~Former~~FORMER ~~name~~NAME, ~~address~~ADDRESS ~~and~~AND ~~former~~FORMER ~~fiscal~~FISCAL ~~year~~YEAR, ifIF ~~changed~~CHANGED ~~since~~SINCE ~~last~~LAST ~~report~~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[X] 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[X]

~~As of July 31, 2003, the Registrant had 19,012,719 registered shares of~~1 ~~Class A Common Stock, $0.01 par value per share, issued and outstanding and 45,142,508 unregistered shares of Class B Common Stock, $0.01 par value per share, issued and outstanding.~~

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statement of Stockholders’ Equity
		Consolidated Statements of Cash Flows
		Notes to Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits and Reports on Form 8-K
Signatures
Certification
EXHIBIT 99.1
EXHIBIT 99.2

SEMINIS, INC.

~~Form~~ FORM 10-Q ~~For~~FOR ~~the~~THE ~~Quarterly~~QUARTERLY ~~Period~~PERIOD ~~Ended~~ENDED ~~June 27~~JUNE 25, ~~2003~~2004

TABLE OF CONTENTS

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 27, 2003 and September 30, 2002	3
	Consolidated Balance Sheets as of June 25, 2004 and September 30, 2003		3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 27, 2003 and June 28, 2002	4
	Consolidated Statements of Operations for the Three and Nine Months Ended June 25, 2004 and June 27, 2003		4
	Consolidated Statement of Stockholders’ Equity for the Nine Months Ended June 27, 2003	5
	Consolidated Statement of Stockholders’ Equity for the Nine Months Ended June 25, 2004		5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 27, 2003 and June 28, 2002	6
	Consolidated Statements of Cash Flows for the Nine Months Ended June 25, 2004 and June 27, 2003		6
	Notes to Consolidated Financial Statements	7	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures		34
Item 4.	Controls and Procedures	21
	PART II –– OTHER INFORMATION
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		35
Item 1.	Legal Proceedings	22
Item 6.	Exhibits and Reports on Form 8-K		36
Item 6.	Exhibits and Reports on Form 8-K	22
	Signatures		39
	Signatures	25
	Certification of Results
	Certification of Results	26
	Exhibit 31.1		40
	Exhibit 31.2		41
	Exhibit 32.1		42
	Exhibit 32.2		43
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 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			September 30,
			June 27, 2003			2002
			(Unaudited)
Assets:
Current assets
	Cash and cash equivalents		$	28,130		$	36,805
	Accounts receivable, less allowances for doubtful accounts of $14,154 and $12,344, respectively			175,269			140,315
	Inventories			266,150			272,527
	Prepaid expenses and other current assets			4,329			2,427
		Total current assets		473,878			452,074
Property, plant and equipment, net				163,564			168,729
Goodwill, net				102,706			98,931
Intangible assets, net				54,514			61,872
Other assets				20,035			18,391
			$	814,697		$	799,997
Liabilities, Mandatorily Redeemable Stock and Stockholders’ Equity:
Current liabilities
	Short-term borrowings		$	39,774		$	28,532
	Current maturities of long-term debt			219,454			21,709
	Accounts payable			22,784			38,179
	Accrued liabilities			97,218			98,624
		Total current liabilities		379,230			187,044
Long-term debt				14,965			228,293
Deferred income taxes				18,740			15,753
Minority interest in subsidiaries				1,677			1,902
		Total liabilities		414,612			432,992
Commitments and contingencies (see Note 8)
Mandatorily redeemable stock
	Class B Redeemable Preferred Stock, $.01 par value; 25 shares authorized as of June 27, 2003 and September 30, 2002; 25 shares issued and outstanding as of June 27, 2003 and September 30, 2002			31,000			29,500
		Total mandatorily redeemable stock		31,000			29,500
Stockholders’ equity
	Class C Preferred Stock, $.01 par value; 17 and 14 shares authorized as of June 27, 2003 and September 30, 2002, respectively; 17 and 12 shares issued and outstanding as of June 27, 2003 and September 30, 2002, respectively (Liquidation Value of $191.9 and $138.2 million at June 27, 2003 and September 30, 2002, respectively)			1			1
	Class A Common Stock, $.01 par value; 211,000 shares authorized as of June 27, 2003 and September 30, 2002; 19,013 and 18,940 shares issued and outstanding as of June 27, 2003 and September 30, 2002, respectively			190			190
	Class B Common Stock, $.01 par value; 67,000 shares authorized as of June 27, 2003 and September 30, 2002; 45,142 shares issued and outstanding as of June 27, 2003 and September 30, 2002			452			452
	Additional paid-in-capital			697,855			699,255
	Accumulated deficit			(315,642	)		(324,558	)
	Accumulated other comprehensive loss			(13,771	)		(37,835	)
		Total stockholders’ equity		369,085			337,505
			$	814,697		$	799,997

Consolidated Balance Sheets

~~The~~(In ~~accompanying~~thousands, ~~notes~~except ~~are~~per anshare ~~integral part of these consolidated financial statements.~~ data)


	As of			As of
	June 25,			September 30,
	2004			2003
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	74,605		$	36,824
Accounts receivable, less allowances for doubtful accounts of $10,505 and $10,439, respectively		178,647			151,578
Inventories		289,266			351,637
Prepaid expenses and other current assets		7,152			4,450

Total current assets		549,670			544,489
Property, plant and equipment, net		74,021			69,792
Intangible assets, net		69,478			73,009
Other assets		20,545			19,957

Total Assets	$	713,714		$	707,247

Liabilities and Stockholders’ Equity:
Current liabilities
Short-term borrowings	$	18,262		$	20,031
Current maturities of long-term debt		1,796			2,722
Accounts payable		22,724			50,280
Accrued liabilities		91,642			89,416

Total current liabilities		134,424			162,449
Long-term debt		450,247			398,538
Deferred income taxes		21,710			21,312
Minority interest in subsidiaries		1,467			1,723
Preferred shares subject to mandatory redemption		41,483			39,300

Total liabilities		649,331			623,322

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
Additional paid-in-capital		94,149			91,034
Accumulated deficit		(29,732	)		(7,603	)
Accumulated other comprehensive loss		(678	)		(139	)

Total stockholders’ equity		64,383			83,925

Total Liabilities and Stockholders’ Equity	$	713,714		$	707,247

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

~~SEMINIS, INC.~~3 ~~Consolidated Statements of Operations (In thousands, except per share data)~~

			For the Three Months Ended						For the Nine Months Ended
			June 27,			June 28,			June 27,			June 28,
			2003			2002			2003			2002
			(Unaudited)						(Unaudited)
Net sales			$	113,088		$	106,564		$	352,705		$	338,952
Cost of goods sold				42,113			41,581			130,354			128,325
	Gross profit			70,975			64,983			222,351			210,627
Operating expenses
	Research and development expenses			12,564			10,973			34,942			32,483
	Selling, general and administrative expenses			46,685			43,972			138,022			132,500
	Amortization of intangible assets			4,014			4,236			11,907			12,538
		Total operating expenses		63,263			59,181			184,871			177,521
	Gain on sale of assets			366			448			1,457			5,723
Income from operations				8,078			6,250			38,937			38,829
Other income (expense)
	Interest income			120			104			626			346
	Interest expense			(8,920	)		(7,186	)		(24,361	)		(21,530	)
	Foreign currency gain (loss)			151			2,838			180			(1,504	)
	Other, net			(930	)		720			(483	)		410
				(9,579	)		(3,524	)		(24,038	)		(22,278	)
Income (loss) before income taxes				(1,501	)		2,726			14,899			16,551
Income tax benefit (expense)				(1,843	)		1,538			(5,983	)		(5,944	)
Net income (loss)				(3,344	)		4,264			8,916			10,607
Preferred stock dividends				(4,660	)		(3,496	)		(13,844	)		(10,423	)
Additional capital contribution dividends				—			(1,164	)		—			(3,467	)
Net loss available for common stockholders			$	(8,004	)	$	(396	)	$	(4,928	)	$	(3,283	)
Net loss available for common stockholders per common share:
	Basic/diluted		$	(0.12	)	$	(0.01	)	$	(0.08	)	$	(0.05	)

~~The~~SEMINIS, ~~accompanying notes are an integral part of these consolidated financial statements~~INC.

4Consolidated Statements of Operations

~~Table~~(In ~~of Contents~~thousands)

SEMINIS, INC. Consolidated Statement of Stockholders’ Equity (In thousands)


	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	)

		Class C				Class A				Class B
		Preferred Stock				Common Stock				Common Stock
		Number		Amount		Number		Amount		Number		Amount
Balance, September 30, 2002			12	$	1		18,940	$	190		45,142	$	452
Comprehensive income
	Net income (Unaudited)		—		—		—		—		—		—
	Translation Adjustment (Unaudited)		—		—		—		—		—		—
Conversion of additional capital
	Contribution to Class C Preferred Stock (Unaudited)		5		—		—		—		—		—
Options Exercised (Unaudited)			—		—		73		—		—		—
Dividends on Redeemable Preferred Stock (Unaudited)			—		—		—		—		—		—
Balance, June 27, 2003 (Unaudited)			17	$	1		19,013	$	190		45,142	$	452

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

~~[Additional columns below]~~4

[ContinuedTable fromof above table, first column(s) repeated] Contents

								Accumulated
		Additional						Other			Total
		Paid-In			Accumulated			Comprehensive			Stockholders’
		Capital			Deficit			Loss			Equity
Balance, September 30, 2002		$	699,255		$	(324,558	)	$	(37,835	)	$	337,505
Comprehensive income
	Net income (Unaudited)		—			8,916			—			8,916
	Translation Adjustment (Unaudited)		—			—			24,064			24,064
												32,980
Conversion of additional capital
	Contribution to Class C Preferred Stock (Unaudited)		—			—			—			—
Options Exercised (Unaudited)			100			—			—			100
Dividends on Redeemable Preferred Stock (Unaudited)			(1,500	)		—			—			(1,500	)
Balance, June 27, 2003 (Unaudited)		$	697,855		$	(315,642	)	$	(13,771	)	$	369,085

SEMINIS, INC.

~~The~~Consolidated ~~accompanying notes are an integral part~~ Statement of ~~these~~Stockholders’ ~~consolidated financial statements.~~ Equity

5 (In thousands)


	Class A									Accumulated			Total
	Common Stock				Additional Paid-in		Accumulated			Other Comprehensive			Stock- Holders’
	Number		Amount		Capital		Deficit			Income (Loss)			Equity
Balance, September 30, 2003		63,260	$	633	$	91,034	$	(7,603	)	$	(139	)	$	83,925
Comprehensive income (loss):
Net loss (unaudited)		—		—		—		(22,129	)		—			(22,129	)
Translation adjustment (unaudited)		—		—		—		—			(1,279	)		(1,279	)
Equity adjustment for interest rate swap (unaudited)		—		—		—		—			740			740

														(22,668	)
Stock based compensation (unaudited)		1,073		11		3,115		––			—			3,126

Balance, June 25, 2004 (unaudited)		64,333	$	644	$	94,149	$	(29,732	)	$	(678	)	$	64,383

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Cash~~these ~~Flows (In~~consolidated ~~thousands)~~financial statements.

				For the Nine Months Ended
				June 27, 2003			June 28, 2002
				(Unaudited)
Cash flows from operating activities:
	Net income			$	8,916		$	10,607
	Adjustments to reconcile net income to net cash used in operating activities:
		Depreciation and amortization			22,875			23,993
		Gain on sale of fixed assets			(1,457	)		(1,705	)
		Deferred income taxes			2,156			3,752
		Provision for minority interest subsidiary			153			616
		Inventory write-down			11,104			12,309
		Gain on sale of non-core business			—			(4,018	)
		Compensation expense for restricted stock			—			4,359
		Other			915			(4,066	)
		Changes in assets and liabilities:
			Accounts receivable		(24,830	)		(14,942	)
			Inventories		8,766			5,198
			Prepaid expenses and other assets		(8,591	)		(3,753	)
			Current income taxes		(63	)		(3,953	)
			Accounts payable		(17,376	)		(25,505	)
			Other liabilities		(6,158	)		(448	)
		Net cash provided by (used in) operating activities			(3,590	)		2,444
Cash flows from investing activities:
	Purchases of fixed and intangible assets				(9,546	)		(8,767	)
	Proceeds from disposition of assets				8,969			25,758
	Proceeds from sale of non-core business				—			17,551
	Other				(36	)		(569	)
		Net cash provided by (used in) investing activities			(613	)		33,973
Cash flows from financing activities:
	Proceeds from long-term debt				686			1,636
	Repayment of long-term debt				(16,754	)		(56,902	)
	Net short-term borrowings				8,170			14,981
	Other				100			—
		Net cash used in financing activities			(7,798	)		(40,285	)
Effect of exchange rate changes on cash and cash equivalents					3,326			2,370
Decrease in cash and cash equivalents					(8,675	)		(1,498	)
Cash and cash equivalents, beginning of period					36,805			22,323
Cash and cash equivalents, end of period				$	28,130		$	20,825

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

6SEMINIS, INC.

~~Table~~Consolidated Statements of ~~Contents~~Cash Flows

~~SEMINIS, INC. Notes to Consolidated Financial Statements~~ (In ~~Thousands, Except Per Share Data~~thousands)

Note 1 — Summary of Significant Accounting Policies


	For the Nine Months Ended
	Successor			Predecessor
	June 25,			June 27,
	2004			2003
	(Unaudited)

Cash flows from operating activities:
Net income (loss)	$	(22,129	)	$	8,916
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		11,557			22,875
Gain on sale of fixed assets		(3,621	)		(1,457	)
Deferred income taxes		1,072			2,156
Inventory provision		10,500			11,104
Provision for minority interest subsidiary		636			153
Compensation expense for restricted stock units		825			–––
Amortization of inventory step-up		44,944			–––
Foreign currency gain		(4,412	)		(180	)
Other		(1,021	)		1,095
Changes in assets and liabilities:
Accounts receivable		(24,386	)		(24,830	)
Inventories		7,582			8,766
Prepaid expenses and other assets		(9,774	)		(8,591	)
Current income taxes		2,021			(63	)
Accounts payable		(28,237	)		(17,376	)
Other liabilities		5,373			(6,158	)

Net cash used in operating activities		(9,070	)		(3,590	)

Cash flows from investing activities:
Purchases of fixed and intangible assets		(7,028	)		(9,546	)
Proceeds from disposition of assets		5,118			8,969
Other		(766	)		(36	)

Net cash used in investing activities		(2,676	)		(613	)

Cash flows from financing activities:
Proceeds from long-term debt		167,679			686
Repayment of long-term debt		(116,418	)		(16,754	)
Proceeds from short-term borrowings		8,127			20,974
Repayment of short-term borrowings		(9,779	)		(12,804	)
Other		(624	)		100

Net cash provided by (used in) financing activities		48,985			(7,798	)

Effect of exchange rate changes on cash and cash equivalents		542			3,326

Increase (decrease) in cash and cash equivalents		37,781			(8,675	)
Cash and cash equivalents, beginning of period		36,824			36,805

Cash and cash equivalents, end of period	$	74,605		$	28,130

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

~~Seminis, Inc. (“Seminis,” “we” or the “Company”) is the leading worldwide~~6 developer, producer and marketer of vegetable and fruit seeds. The Company is a majority-owned subsidiary of Savia, S.A. de C.V. (“Savia”) and effectively began operations when it purchased Asgrow Seed Company in December 1994.

BasisTable of Presentation Contents

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

~~Seminis~~Notes ~~generally operates on a 13 week quarter closing on the Friday closest~~ to ~~the~~Consolidated ~~natural~~Financial ~~calendar quarter, except for the fiscal year end, which closes on September 30.~~ Statements

~~The unaudited consolidated financial statements included herein reflect all adjustments~~ (~~consisting~~In 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 andThousands, ~~therefore,~~Except ~~the~~Per ~~results~~Share ~~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.~~ Data)

~~Supplementary~~Note ~~Cash~~1 ~~Flow~~— ~~Information~~Summary of Significant Accounting Policies

		Nine Months Ended
		June 27,		June 28,
		2003		2002
		(Unaudited)
Cash paid for interest		$	18,288	$	18,993
Cash paid for income taxes			3,890		6,145
Supplemental non-cash transactions:
	Class C Preferred Stock dividends		—		8,923
	Class B Redeemable Preferred Stock dividends		1,500		1,500
Additional capital contribution dividends			—		3,467

Description of Business

~~Effective January 2001~~Seminis, ~~shares of Seminis Class C Preferred Stock and additional capital contribution accrue cash dividends at 10% per annum~~Inc. ~~The Company’s~~(the ~~syndicated credit facility~~“Company”, ~~however,~~“we”) ~~precludes~~is the ~~payment~~leading ofworldwide ~~cash dividends. These dividends have not been accrued effective July 1~~developer, ~~2002 in~~ ~~accordance~~producer ~~with~~and anmarketer ~~amended~~of vegetable and ~~restated~~fruit ~~exchange~~seeds. ~~agreement~~As bya ~~and~~result ~~between~~of the ~~Company~~acquisition ~~and~~transactions ~~Savia, as further~~ described in Note 2~~. As part of the amended and restated agreement~~, ~~Savia~~which ~~agreed~~were tocompleted ~~forego dividends~~ on ~~its shares of Seminis~~ ~~Class~~September C29, ~~Preferred~~2003, ~~Stock~~Fox ~~and~~Paine ~~additional~~& ~~capital contributions effective July 1~~Company, ~~2002;~~ ~~however~~LLC, ~~such~~together ~~dividends~~with ~~would~~its ~~be payable if the transactions described in~~affiliates ~~Note~~and 2co-investors ~~are~~(collectively, ~~not~~“Fox ~~completed~~Paine”), ~~and~~became the ~~amended~~Company’s ~~and restated agreement is terminated~~majority shareholder.

~~Loss~~Principles ~~per~~of ~~Common~~Consolidation ~~Share~~and Basis of Presentation

~~Net~~The ~~loss~~consolidated ~~per~~financial ~~common~~statements ~~share~~include ~~has~~the ~~been~~accounts ~~computed~~of ~~pursuant to~~ the ~~provisions~~Company ofand ~~Statement~~its ofmajority ~~Financial~~controlled ~~Accounting~~and ~~Standards~~owned ~~(“SFAS” ) No~~subsidiaries. ~~128,~~ ~~“Earnings~~Investments ~~per~~in unconsolidated ~~Share.”~~entities, ~~Basic~~representing ~~loss~~ownership ~~per~~interests ~~common~~between ~~share~~20% isand ~~computed~~50%, byare ~~dividing net loss available~~accounted tofor ~~common~~using ~~stockholders by~~ the ~~average~~equity ~~number~~method of ~~common~~accounting. ~~shares~~All ~~outstanding~~material intercompany ~~during~~transactions ~~each~~and ~~period.~~balances ~~Net~~have ~~loss~~been ~~available~~eliminated toin ~~common~~consolidation. ~~stockholders represents~~Certain ~~reported~~reclassifications ~~net~~have ~~income~~been ~~(loss) less~~made ~~preferred~~to ~~and~~prior ~~additional~~years’ ~~capital~~financial ~~contribution~~statements to ~~dividends.~~conform ~~Diluted~~to ~~net loss per common share reflects~~ the ~~potential~~current presentation.

7As 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.

~~Table~~The preparation of ~~Contents~~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.

~~dilution~~The ~~that~~unaudited ~~could~~consolidated ~~occur~~financial ifstatements ~~dilutive~~included ~~securities~~herein ~~and~~reflect ~~other~~all adjustments ~~contracts~~(consisting ~~were~~only of normal recurring adjustments) that the ~~exercised~~Company orconsiders ~~converted~~necessary ~~into~~for ~~common~~a ~~stock~~fair orpresentation ~~resulted~~of inthe results of operations for the ~~issuance~~interim periods covered and the financial condition of ~~common~~the ~~stock.~~Company ~~The~~at ~~following~~the ~~table~~date ~~provides~~of athe ~~reconciliation~~interim ofbalance ~~net~~sheet. ~~income~~The ~~(loss) and~~Company’s business is ~~sets~~subject ~~forth~~to seasonal fluctuation and, therefore, the ~~computation~~results of operations for periods ~~basic~~less ~~and~~than ~~diluted~~one ~~net~~year ~~loss~~are ~~per~~not ~~share~~necessarily ~~available~~indicative of results that may be expected for ~~common~~any ~~stockholders~~other interim period or for the fiscal year as a whole.

		Three Months Ended						Nine Months Ended
		June 27,			June 28,			June 27,			June 28,
		2003			2002			2003			2002
		(Unaudited)						(Unaudited)
Numerator for basic and diluted:
Net income (loss)		$	(3,344	)	$	4,264		$	8,916		$	10,607
Preferred stock dividends			(500	)		(3,496	)		(1,500	)		(10,423	)
Additional capital contribution dividends			—			(1,164	)		—			(3,467	)
Contingent dividends payable			(4,160	)		—			(12,344	)		—
	Net loss available for common stockholders	$	(8,004	)	$	(396	)	$	(4,928	)	$	(3,283	)
Denominator — shares:
	Weighted average common shares outstanding (basic)		64,155			62,746			64,111			61,619
	Add: potential common shares:		—			—			—			—
	Weighted average common shares outstanding (diluted)		64,155			62,746			64,111			61,619
Net loss available for common Stockholders per common share:
	Basic/ diluted	$	(0.12)/(0.12	)	$	(0.01)/(0.01	)	$	(0.08)/(0.08	)	$	(0.05)/(0.05	)

Supplementary Cash Flow Information

A total of 4.1 million potential shares from options were excluded from the computation of diluted earnings per share for the three and nine months ended June 27, 2003, due to their antidilutive effect. A total of 4.4 million potential shares from options were excluded from the computation of diluted earnings per share for the three and nine months ended June 28, 2002, due to their antidilutive effect.


	Nine Months Ended
	Successor		Predecessor
	June 25,		June 27,
	2004		2003
	(Unaudited)

Cash paid for interest	$	21,337	$	18,288
Cash paid for income taxes		5,591		3,890
Supplemental non-cash transactions:
Class B Redeemable Preferred Stock dividends		––		1,500

~~Contingently payable dividends represent dividends that may be~~7 payable to Savia if the exchange contemplated by the amended and restated exchange agreement described in Note 2 is not consummated. As part of the amended and restated exchange agreement, Savia agreed to forego dividends on its shares of Seminis Class C Preferred Stock and additional capital contributions effective July 1, 2002; however, such dividends would be payable if the transactions contemplated by the amended and restated exchange agreement are not completed and the amended and restated exchange agreement is terminated. These dividends have not been accrued but are included in the calculation of earnings per share.

RecentTable Accountingof Pronouncements Contents

InRecent ~~August 2001, the Financial~~ Accounting ~~Standards Board (“FASB”) issued SFAS~~Pronouncements ~~No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS~~ ~~No. 144 supersedes SFAS No. 121 but retains many of its fundamental provisions.~~ In addition, SFAS No. 144 expands the scope of discontinued operations to include more disposal transactions. We have adopted SFAS No. 144 as of October 1, 2002. The adoption of SFAS No. 144 did not have a material effect on our consolidated financial position, results of operations or cash flows.

In ~~May 2002~~December 2003, the FASB ~~issued~~reissued SFAS No. ~~145~~132, “~~Rescission~~Employers’ ofDisclosures about ~~SFAS~~Pensions ~~Nos.~~and 4,Other 44Postretirement ~~and 64~~Benefits, ~~Amendment~~an amendment of ~~SFAS~~FASB Statements No. 1387, 88, and ~~Technical Corrections~~106.” ~~Among~~This Statement revises employers’ disclosures about pension plans and other ~~things,~~postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS No. ~~145~~87, ~~rescinds~~“Employers’ ~~various~~Accounting ~~pronouncements~~for ~~regarding~~Pensions,” ~~extinguishment~~SFAS ofNo. 88, ~~debt~~“Employers’ Accounting for Settlements and ~~allows~~Curtailments ~~extraordinary~~of ~~accounting~~Defined ~~treatment~~Benefit Pension Plans and for ~~early~~Termination ~~extinguishment~~Benefits,” ~~only~~and SFAS No. 106, “Employers’ Accounting for ~~when~~Postretirement Benefits Other Than Pensions.” This Statement retains the disclosure ~~provisions~~requirements ofcontained ~~Accounting~~in ~~Principles~~the ~~Board~~original ~~Opinion~~SFAS No. 30132, “~~Reporting~~Employers’ ~~the~~Disclosures ~~Results~~about ofPensions ~~Operations-Reporting~~and ~~the~~Other ~~Effects~~Postretirement ofBenefits.” ~~Disposal~~The ofrevised Statement aalso ~~Segment~~requires ofadditional ~~a Business~~disclosures ~~and~~about ~~Extraordinary~~the assets, ~~Unusual~~obligations, cash flows, and ~~Infrequent~~net ~~Occurring~~periodic ~~Events~~benefit ~~and~~cost of defined benefit pension plans ~~Transactions”~~and ~~are~~other ~~met~~defined benefit postretirement plans. The provisions of the original SFAS No. ~~145~~132 ~~provisions~~will ~~regarding~~remain ~~early~~in ~~extinguishment~~ effect until the provisions of ~~debt~~this Statement are ~~generally~~adopted. Certain new provisions are effective for financial statements with fiscal years ~~beginning~~ending after ~~May~~December 15, ~~2002. Accordingly~~2003, ~~SFAS~~while ~~No. 145~~other provisions ~~was~~are ~~adopted~~effective byfor ~~the~~fiscal ~~Company~~years onending ~~October~~after June 115, ~~2002~~2004. ~~Such~~The ~~adoption~~interim ~~did~~period ~~not~~disclosures ~~have~~are aneffective ~~impact~~for oninterim ~~our~~periods ~~business~~beginning after December 15, ~~consolidated~~2003. ~~financial position~~See Note 8 “Pensions and Other Postretirement Benefits,” for ~~results~~disclosures ofrequired ~~operations~~under orthe ~~cash~~revised ~~flow~~SFAS No. 132.

In ~~June 2002~~December 2003, the ~~FASB~~Financial ~~issued~~Accounting ~~SFAS~~Standards Board (FASB) reissued Interpretation No. ~~146~~46, “~~Accounting~~Consolidation ~~for~~of ~~Costs~~Variable ~~Associated with~~Interest ~~Exit~~Entities or– ~~Disposal~~an Interpretation ~~Activities.”~~of ~~SFAS~~ARB No. ~~146~~51.” ~~supersedes~~The ~~previous~~Interpretation ~~accounting guidance,~~clarifies ~~principally~~the ~~Emerging~~application of ~~Issues~~Accounting ~~Task~~Research ~~Force~~Bulletin ~~Issue~~ No. ~~94-3~~51, “~~Liability~~Consolidated Financial Statements,” ~~Recognition~~to ~~for~~certain ~~Certain~~entities ~~Employee~~in ~~Termination~~which ~~Benefits~~equity ~~and~~investors ~~Other~~do ~~Costs~~not have the characteristics of a controlling financial interest or do not have sufficient equity risk for the entity to ~~Exit~~finance its activities without additional subordinated anfinancial ~~Activity~~support. ~~(Including~~The ~~Certain~~provisions ~~Costs~~of ~~Incurred~~this inInterpretation are effective for the Company for interim periods ending after March 15, 2004. The adoption of this Interpretation has not had a ~~Restructuring)~~significant impact on the Company’s financial results of operations and financial position.”

8In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted this Statement as of June 27, 2003 and accordingly classified its newly issued paid-in-kind mandatory redeemable preferred stock (“PIK Preferred Stock”) as a liability.

~~Table~~In April 2003, the FASB issued SFAS No. 149, “Amendment to Statement 133 on 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 ~~Contents~~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.

~~SFAS~~In ~~No.~~January ~~146~~2003, ~~requires that~~ the ~~liability~~FASB ~~for~~issued ~~costs~~SFAS ~~associated~~No. 148, ~~with~~“Accounting anfor ~~exit or~~Stock-Based ~~disposal~~Compensation-Transition ~~activity~~and beDisclosure, ~~initially~~an ~~measured~~amendment atof ~~fair~~FASB ~~market~~Statement ~~value and recognized~~No. ~~when~~123.” ~~the~~SFAS ~~liability~~No. 148 isprovides ~~incurred.~~alternative Inmethods ~~periods~~of ~~subsequent~~transition tofor ~~initial~~a ~~measurement,~~voluntary ~~changes~~change to the ~~liability~~fair ~~are~~value ~~measured~~based ~~using~~method ~~the~~of ~~credit-adjusted~~accounting ~~risk~~for stock-~~free~~based ~~rate~~employee ~~that~~compensation. ~~was~~It ~~used~~also inrequires ~~the~~disclosures ~~initial~~in ~~measurement~~both ofannual ~~the~~and ~~liability recorded. The~~interim ~~cumulative~~financial ~~effect~~statements ofabout ~~a change resulting from revisions either to~~ the ~~timing~~method ~~or the amount~~ of ~~estimated~~accounting ~~cash~~for ~~flow~~stock-based ~~is recognized as an adjustment to the~~employee ~~liability~~compensation inand the ~~period~~effect of the ~~change~~method ~~and~~used ~~charged~~on toreported ~~the~~results. ~~same~~SFAS ~~line items in the~~No. ~~statement~~148 ofis ~~operations~~effective ~~used~~for ~~when~~annual ~~the~~and ~~related~~interim ~~costs~~periods ~~were~~beginning ~~initially~~after ~~recognized. Under EITF No.~~December ~~94-3~~15, 2002. aThe ~~liability~~Company ~~for~~has anadopted ~~exit~~FASB ~~cost~~Statement ~~was~~No. 123 ~~recognized~~under at the ~~date~~provisions of ~~the~~SFAS ~~Company’s~~No. 148 ~~commitment~~on toOctober 1, ~~an exit plan~~2003.

~~The provisions of SFAS No. 146 are required to be applied prospectively to exit~~8 or disposal activities initiated after December 31, 2002. The Company believes SFAS No. 146 may affect the timing of recognizing future restructuring costs, as well as the amounts recognized, depending on the nature of the exit or disposal activity and the timing of the related estimated cash flows.

OnTable November 25, 2002, the Financial Accounting Standards Board issued FASB Interpretation No. (“FIN” 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees of Indebtedness of Others, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB interpretation No. 34.” FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for Contingencies, relating to the guarantor’s accounting for and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of the interpretation are effective for financial statements of interim or annual periods that end after December 15, 2002. Accordingly, the Company adopted FIN 45 during the quarter ended December 27, 2002. The Company has no guarantees that would require disclosure under FIN 45. Contents

InNote ~~January~~2 ~~2003,~~— ~~the~~Acquisition ~~FASB~~Transactions ~~issued~~/ ~~SFAS No. 148, “Accounting for Stock-Based~~Liquidity ~~Compensation-Transition and Disclosure, an amendment of FASB Statement No.~~ ~~123.” SFAS No. 148 provides alternative methods of transition for a voluntary~~ change to the fair value based method of accounting for stock-based employee compensation. It also requires disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual and interim periods beginning after December 15, 2002. As we have elected not to change to the fair value based method of accounting for stock-based employee compensation, the adoption of SFAS No. 148 will not have an impact upon our financial condition or results of operations.

InUnder ~~January~~the ~~2003~~acquisition transactions, ~~the~~described ~~FASB~~in ~~issued~~Note ~~Interpretation~~3, ~~No.~~in September 462003, the ~~“Consolidation~~Company ~~of Variable~~became ~~Interest~~a ~~Entities~~privately –held ancompany, ~~Interpretation~~acquired all of ~~Accounting~~its publicly ~~Research~~held ~~Bulletin~~shares ~~(“ARB”)~~of ~~No.~~Class ~~51.”~~A ~~This interpretation~~common ~~clarifies~~stock ~~the~~, ~~application~~shares of ~~ARB No.~~Class ~~51,~~B ~~“Consolidated~~common ~~Financial~~stock ~~Statements,”~~and toshares ~~certain~~of ~~entities~~Class B inand ~~which~~Class C ~~equity investors~~Redeemable doPreferred ~~not~~Stocks, ~~have~~repaid the ~~characteristics~~$216.6 million of aprincipal ~~controlling~~outstanding ~~financial~~under ~~interest or~~its dosenior ~~not~~credit ~~have~~facility, ~~sufficient~~and ~~equity~~the $11.6 million atmortgage ~~risk~~on ~~for~~its ~~the~~Oxnard ~~entity~~real property. In order to ~~finance~~fund ~~its~~these ~~activities~~transactions ~~without~~and ~~additional~~other ~~subordinated~~related ~~financial~~expenses, ~~support~~Fox ~~from~~Paine ~~other~~purchased shares of the ~~parties~~Company’s common stock for a purchase price of $163.2 million, ~~The~~and ~~provisions~~the Company issued $190.0 million of ~~this~~ten ~~Interpretation~~year, ~~are~~10 ~~effective~~1/4% ~~for~~senior ~~all~~subordinated ~~enterprises~~notes, ~~with~~established ~~variable~~a ~~interests~~senior insecured ~~variable~~credit ~~interest~~facility ~~entities~~that ~~created~~consisted ~~after~~of a ~~January~~$190.0 ~~31,~~million ~~2003~~term loan and a $60.0 million ~~The~~revolving ~~adoption~~loan (none of ~~this~~which was ~~Interpretation~~outstanding ~~did~~at ~~not~~June 25, ~~have~~2004 aand September 30, 2003, respectively), ~~significant~~borrowed ~~impact~~$17.0 million onunder ~~the~~a ~~Company’s~~new ~~financial~~mortgage ~~condition~~note, orand ~~results~~issued PIK Preferred Stock along with warrants to purchase 3.9 million shares of common stock ~~operations~~for combined proceeds of $50.0 million (see Note 11 –– PIK Preferred Stock).

InUpon ~~April~~completion ~~2003,~~of the ~~FASB~~acquisition ~~issued SFAS No. 149~~transactions, ~~“Amendment~~the ofCompany ~~Statement~~had ~~133 on~~total ~~Derivative~~indebtedness ~~Instruments~~of ~~and Hedging Activities~~$421.”3 million ~~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~~September 30, 2003 ~~and~~compared ~~for hedging relationships designated after June 30, 2003. The adoption of this Statement is not expected~~ to ~~have~~$252.5 ~~significant~~million ~~impact~~before on the ~~Company’s financial condition or results of operations~~transactions.

InOn ~~May~~January 23, ~~2003~~2004, the ~~FASB~~Company issued ~~SFAS~~an Noadditional $140.0 ~~150,~~million ~~“Accounting~~of ~~for~~its 10 ~~Certain~~1/4% ~~Financial Instruments~~senior ~~with~~subordinated ~~Characteristics~~notes, ofat ~~both~~a ~~Liabilities~~premium ~~and~~of ~~Equity~~$12.”6 million. ~~This~~These ~~Statement~~notes ~~establishes~~have ~~standards~~identical ~~for~~terms ~~how an issuer classifies~~ and ~~measures certain~~conditions ~~financial~~as ~~instruments~~the ~~with~~$190.0 million ~~characteristics~~ of ~~both liabilities and~~senior ~~equity.~~subordinated ~~This~~notes ~~Statement~~issued ~~requires that an issuer classify a financial instrument that is within its scope~~ as apart ~~liability (or an asset in some circumstances). The provisions~~ of ~~this~~the ~~Statement~~acquisition ~~are~~transactions ~~effective for financial instruments~~on ~~entered into or modified after May~~September 3129, 2003,. ~~and~~The ~~otherwise~~net ~~are~~proceeds ~~effective~~from at the ~~beginning~~ ofadditional ~~the~~notes, ~~first~~after deducting ~~interim~~underwriting ~~period~~discounts ~~beginning~~and ~~after~~other ~~June 15~~expenses, ~~2003.~~were ~~Upon~~approximately ~~adoption~~$145.6 million. ofThese ~~this~~net ~~Statement,~~proceeds from the ~~Company~~offering ~~will~~were ~~have~~used to ~~restate~~repay $100.0 million ~~the~~and ~~carrying~~$15.0 million ~~value~~ of ~~its~~the ~~mandatorily~~borrowings ~~redeemable~~under ~~preferred stock to~~ the ~~present~~term ~~value of this~~loan ~~obligation~~portion and ~~reclassify~~revolver ~~this~~portion, ~~amount into liabilities on the balance sheet. Additionally~~respectively, ~~amounts~~of ~~previously~~Company’s ~~accrued~~senior ~~as dividends on the mandatorily~~secured ~~redeemable~~credit ~~preferred~~facility ~~stock~~and ~~will~~for begeneral ~~expensed~~corporate ~~in the statement of operation as interest expense~~purposes.

~~Note~~Concurrently 2with —the ~~Liquidity~~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.

AsThe Company’s total indebtedness as of ~~September~~June 3025, ~~2000~~2004 was $470.3 million, weof which $89.3 million were ~~not~~borrowings inunder ~~compliance~~Company’s ~~with~~term ~~certain~~loan, ~~covenants of~~$342.0 million were borrowings under our ~~existing~~senior ~~syndicated~~10 ~~credit~~1/4% ~~facility~~subordinated notes ( including $12.0 million of remaining premium balance, which ~~gave~~will ~~the~~be ~~lenders~~amortized over the life ~~right~~of ~~to accelerate~~the ~~payment~~notes ofand ~~all~~reduces ~~amounts~~interest ~~outstanding~~expense), ~~under~~$17.4 million, ~~the~~$1.3 million, $0.5 million ~~facility~~and $19.8 million Inwere ~~December~~borrowings by its United States, Spanish, ~~2000~~French and South Korean subsidiaries, ~~the~~respectively. ~~lenders~~The ~~granted~~Company aalso ~~waiver~~has $41.5 million ~~with~~of ~~respect~~preferred shares subject to ~~these~~mandatory ~~covenants~~redemption ~~that~~(see Note ~~extended~~11–– ~~through~~PIK ~~April 30,~~Preferred ~~2001,~~Stock). atAs ~~which~~of ~~time~~June 25, ~~any~~2004, ~~defaults~~the ~~would~~Company ~~once~~has ~~again~~cash and ~~arise.~~cash Asequivalents weof ~~did~~$74.6 million.

9Going 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.

~~Table of Contents~~9

notTable expect to be in compliance with our covenants once the waiver expired, all outstanding borrowings under the syndicated credit facility were classified as a current liability as of September 30, 2000. In connection with granting the waivers, the lenders agreed to reschedule principal payments within fiscal year 2001. The lenders also accelerated the final maturity of the term loan and the termination date for the revolving credit commitments to June 30, 2002 from June 30, 2004. We were obligated to deliver a financial plan through September 30, 2002, which detailed cash flow projections on a monthly basis as well as proposed alternatives for the refinancing of the syndicated credit facility or recapitalization of the Company. Contents

OnNote ~~May 31,~~3 ~~2001,~~— ~~our~~Accounting ~~lenders~~Effects ~~agreed with the financial plan that we submitted and agreed to restructure our existing syndicated credit facility. Upon receipt~~ of the ~~amended~~Acquisition ~~syndicated credit facility, long-term portions of borrowings~~Transactions ~~were reclassified from current liabilities to long-term debt. Among other~~ ~~things, the amendment extended the final maturity of the syndicated credit~~ facility from the previously agreed on date of June 30, 2002 to December 31, 2002, revised principal payment dates under the term loan, instituted a new grid pricing formula to determine interest on borrowings and revised covenant obligations. Interim principal obligations under the amendment included $16.0 million due in the fourth quarter of fiscal year 2001 and $19.0 million, $4.0 million, $31.0 million and $9.0 million due in the first, second, third and fourth quarters of fiscal year 2002, respectively. All remaining amounts were due in the first quarter of fiscal year 2003.

~~In October 2001, we completed the sale of an office building in Seoul, South~~Overview ~~Korea, which generated net proceeds of approximately $20.0 million. We used~~ ~~$19.5 million of the proceeds to make the scheduled $19.0 million payment on~~ the syndicated credit facility in October 2001. We also sold one of our non-core businesses in January 2002, which generated additional proceeds of approximately $17.6 million. We used $13.0 million of the proceeds to prepay our existing syndicated credit facility in January 2002 and utilized our operating cash flow to pay the remaining $18.0 million in June 2002.

WeOn ~~met all required principal and interest payments during fiscal years 2002 and 2001 and were in compliance with all of our financial covenants under the amended syndicated credit facility at September~~May 30, ~~2002. In October 2002~~2003, ~~we paid an additional $5.0 million of principal as required by~~ the ~~amended syndicated~~Company ~~credit~~and ~~facility;~~certain ~~however,~~other asparties ofentered ~~December 31,~~into ~~2002, we had not completed~~ a ~~refinancing transaction in order to pay the remaining balance of~~number ~~$224.7 million.~~of ~~The~~agreements ~~lenders~~pursuant ~~agreed~~ to ~~temporarily~~which ~~extend the term of the syndicated credit facility and in January 2003,~~ a ~~formal~~newly ~~amendment~~incorporated entity was ~~executed.~~ ~~Among~~formed ~~other things, the amendment extended the final maturity of the~~to ~~syndicated~~effect ~~credit facility from~~ the ~~previously~~acquisition ~~agreed~~transactions onwhereby ~~date of December 31, 2002 to December 31, 2003, revised principal payment dates under~~ the ~~term~~Company ~~loan, instituted~~became a ~~new~~privately held ~~grid~~company ~~pricing formula to determine interest on borrowings~~ and ~~revised~~ ~~covenant~~Fox ~~obligations.~~Paine ~~Outstanding~~acquired ~~interim principal obligations under the amendment included $6~~75.~~0 million~~1% ~~due~~of in the ~~fourth quarter of fiscal year 2003. The remaining~~ outstanding ~~amount~~common ~~totaling~~stock ~~$210.6 million will be due in~~of the ~~first quarter of fiscal year 2004~~Company. WeOn ~~met all required principal and interest payments and were in compliance with all of our financial covenants at June~~September 2729, 2003, ~~under~~ the ~~newly~~acquisition ~~extended amendment. As all remaining amounts under the amended syndicated credit facility are due within one year~~transactions, ~~the~~described ~~$216.6 million~~in ofNote ~~outstanding borrowings under the syndicated credit facility has been classified as a current liability as of June 27~~2, ~~2003~~were completed.

OnThe May 30, 2003, we and/or certain other parties entered into an amended and restated exchange agreement, a contribution agreement, an agreement and plan of merger, a stock purchase agreement and certain other related agreements pursuant to which an acquisition ~~company~~transactions ~~was~~are ~~formed~~accounted atfor ~~the~~under ~~direction of Fox Paine & Company, LLC, a San Francisco based private equity firm, to acquire all of~~ the ~~outstanding~~purchase ~~shares~~method of ~~the Company’s common stock. Public holders of~~ ~~approximately 15~~accounting.~~8 million~~ ~~shares~~In ofaccordance ~~Seminis~~with ~~common~~applicable ~~stock~~accounting ~~will~~guidelines, ~~receive cash consideration of $3.78 per share in~~ the ~~merger. Immediately following the~~purchase ~~merger~~price ~~and~~paid ~~related~~by ~~transactions,~~ Fox Paine, ~~its~~for ~~affiliates and co-investors will own approximately 75% of the shares of~~ Seminis’ common stock ~~outstanding~~plus ~~following~~related purchase ~~the~~accounting ~~completion~~adjustments ofare ~~the~~“pushed ~~transactions,~~down” and ~~the~~recorded ~~remaining~~in ~~shares will be owned by certain affiliates of Alfonso Romo Garza,~~ Seminis’ ~~and Savia’s current Chairman~~financial ~~and~~statements. ~~Chief~~The ~~Executive~~acquisition ~~Officer~~transactions resulted, ~~certain~~for ~~creditors~~purposes of ~~a Savia affiliate and nine~~financial ~~members~~statement ofpresentation ~~Seminis and Savia management. Additionally, certain entities affiliated with Mr. Romo will receive co-investment rights to purchase, subject to certain conditions, up to 34%~~ of the ~~outstanding~~results ~~shares~~ of ~~Seminis common~~operations ~~stock following the transactions. Following the merger~~ and ~~related~~cash ~~transactions~~flows, ~~the~~in ~~Company will be privately~~a ~~held~~predecessor entity and Seminis common stock will no longer be listed on The Nasdaq National Market. Seminis stockholders representing approximately 85% of the voting power represented by the outstanding shares of Seminis common stock currently entitled to vote have entered into a ~~voting~~successor ~~agreement to vote in favor of the merger~~entity.

~~Prior~~Carrying toValue ~~the consummation of the merger and pursuant to the terms of the~~Adjustments ~~amended and restated exchange agreement, Savia will exchange all of its~~ ~~outstanding shares of Seminis Class C preferred stock (including~~ accrued Paid In Kind (“PIK”) dividends) having a principal value of $120.2 million, additional paid-in capital (including accrued PIK dividends) of $46.7 million and accrued and unpaid dividends for 37.7 million shares of Seminis Class A Common Stock and cash equal to $15.0 million plus interest at a rate of 10.0% per annum from July 1, 2002, less $3.0 million.

10The 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. 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 carrying values of the net assets acquired:


				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			(102,582	)		64,361
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			(11,345	)		7,119
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)

	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

~~Although we have met our obligations and covenant requirements under the~~Inventories ~~amended syndicated credit facility through June 27, 2003, we must successfully~~ ~~execute a refinancing plan prior to December 31, 2003 in order to meet the~~ final maturity of the facility. The consummation of the proposed transactions require the Company’s amended syndicated credit facility to be refinanced. It is anticipated that the proposed transactions would be funded, in part, by financing arranged by the newly-formed acquisition company. There can be no assurances that the merger and related transactions will be consummated. Failure to comply with existing covenants in the amended syndicated credit facility, which would make the facility callable, or our inability to refinance the facility prior to December 31, 2003, could have a material adverse impact on our business, results of operations or financial condition.

~~Note~~The 3increase —in ~~Inventories~~inventory value of $73.2 million, reflecting the fair market value adjustment, is being expensed as the inventory is sold, which is expected to be over a 16 month period from September 29, 2003, the date of acquisition.

~~Inventories~~Depreciation ~~consist~~and ~~of the following:~~Amortization

	June 27, 2003		September 30, 2002
	(Unaudited)
Seed	$	236,622	$	238,448
Unharvested crop growing costs		21,880		27,199
Supplies		7,648		6,880
	$	266,150	$	272,527

The effect of the negative goodwill allocation to the non current assets resulted from the acquisition transactions is being amortized or depreciated based on the remaining lives of the assets. This results in lower depreciation and amortization expense.

~~Note 4 — Goodwill~~Other

~~Changes~~Finally, the intangible assets are being amortized on a straight-line basis over periods between five and forty years, and in-process ~~the~~research ~~net~~and development ~~carrying~~was ~~amount~~immediately expensed in the results of ~~goodwill~~the successor entity for the one-day period ended ~~June~~September 2730, ~~2003,~~ ~~are as follows:~~2003.

		Amount
Balance as of September 30, 2002		$	98,931
	Goodwill acquired during the period (unaudited)		304
	Impairment losses (unaudited)		—
Translation adjustments and other (unaudited)			3,471
Balance as of June 27, 2003 (unaudited)		$	102,706

GoodwillTable acquired during the period resulted from the purchases of minority holdings of Selekta, a South African subsidiary and Nath Sluis, an Indian subsidiary. Contents

Note 54 — ~~Intangibles~~Inventories

~~The~~Inventories ~~following~~consist ~~table~~of ~~sets forth~~ the ~~Company’s intangible assets, at June 27, 2003 and September 30, 2002, which continue to be amortized~~following:

	June 27, 2003						September 30, 2002
	As of		As of
	Gross		Accumulated		Net		Gross		Accumulated		Net
	June 25,		September 30,
	Carrying Amount		Amortization		Carrying Amount		Carrying Amount		Amortization		Carrying Amount
	2004		2003
	(Unaudited)		~~(Unaudited)~~		~~(Unaudited)~~
Amortizable intangible assets:
Seeds	$	256,001	$	324,006
Germplasm	$	101,948	$	76,614	$	25,334	$	99,844	$	71,431	$	28,413
Unharvested crop growing costs		24,577		19,488
Software costs		35,984		25,585		10,399		33,922		20,697		13,225
Supplies		8,688		8,143
Trademarks		14,900		8,306		6,594		14,900		7,772		7,128
Total net inventories	$	289,266	$	351,637
Other intangibles		27,653		15,466		12,187		25,953		12,847		13,106
Total	$	180,485	$	125,971	$	54,514	$	174,619	$	112,747	$	61,872

~~Amortization~~Inventories ~~expense~~are onpresented ~~intangible~~net ~~assets~~of ~~was~~reserves of $~~4.0~~70,338 and $~~4.2 million~~79,531 ~~for~~at ~~the three months ended~~ June 2725, 2004 ~~2003~~ and ~~June~~September 2830, ~~2002~~2003, respectively;. ~~and~~As ~~$11.9~~described ~~and $12.5 million~~in ~~for~~Note ~~the~~3, ~~nine~~as ~~months~~part of ~~ended~~the ~~June 27~~acquisition transactions, ~~2003~~inventories ~~and~~were ~~June 28,~~stepped-up ~~2002,~~by $73.2 ~~respectively~~million. ~~Based~~In onthe current ~~information~~period, ~~estimated~~$44.9 million ~~amortization~~of ~~expense~~the ~~for acquired~~step-up ~~intangible~~was ~~assets~~amortized and ~~for~~charged ~~this~~to ~~fiscal~~cost ~~year,~~of ~~and~~sales. ~~for~~This ~~each~~non-cash ofadjustment ~~the~~will ~~next~~continue ~~four~~as the ~~succeeding~~inventory ~~fiscal years,~~ is expected to be ~~approximately~~sold ~~$15.8,~~over ~~$14.5,~~the ~~$13.5, $12.6~~next ~~and $12.0~~7 ~~million, respectively~~months.

11Note 5 — Intangible Assets

~~Table~~Intangible assets at June 25, 2004 and September 30, 2003 consist of ~~Contents~~the following:

Note 6 — Accrued Liabilities


	As of June 25, 2004
	(Unaudited)							As of September 30, 2003
										Purchase
	Gross		Accumulated			Net Carrying				Accounting
	Carrying Amount		Amortization			Amount		Revalued Amount		Adjustment			Adjusted Amount

Amortizable intangible assets:
Germplasm	$	25,815	$	(1,255	)	$	24,560	$	115,544	$	(89,713	)	$	25,831
Software		11,563		(2,154	)		9,409		9,984		(553	)		9,431
Trademarks		8,736		(476	)		8,260		30,232		(21,507	)		8,725
Existing product technology		24,353		(1,751	)		22,602		138,431		(114,292	)		24,139
Customer relationships		4,891		(244	)		4,647		50,354		(45,471	)		4,883

	$	75,358	$	(5,880	)	$	69,478	$	344,545	$	(271,536	)	$	73,009

~~Accrued~~Aggregate ~~liabilities~~amortization ~~consist~~expense ofwas $5.9 million and $11.9 million for the nine ~~following~~months atended June 2725, ~~2003~~2004 and ~~September~~June 3027, 2003, respectively. Estimated ~~2002:~~amortization expense for the next five years is estimated at $7.7 million each year.

	June 27, 2003		September 30, 2002
	(Unaudited)
Employee salaries and related benefits	$	44,833	$	44,754
Severance		555		3,269
Seedmen’s errors and omissions		5,291		4,072
Interest		387		412
Savia dividends and interest payable		26,548		25,383
Income taxes payable		3,075		3,236
Other		16,529		17,498
	$	97,218	$	98,624

Note 6 — Accrued Liabilities

~~Note~~Accrued 7liabilities —consist ~~Stock-Based~~of ~~Compensation~~the following at June 25, 2004 and September 30, 2003:

The Company has a policy whereby all stock option grants are priced at fair market value on the date of grant. Under the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company uses the intrinsic value method of accounting for stock-based compensation in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock.


	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 the disclosure provisions of SFAS No. 148, “Accounting for~~11 Stock-Based Compensation-Transition and Disclosures,” the following table reflects pro forma net income and earnings per share had the Company elected to adopt the fair value approach of SFAS No. 123:

	For The Three Months Ended						For The Nine Months Ended
	June 27, 2003			June 28, 2002			June 27, 2003			June 28, 2002
	(Unaudited)						(Unaudited)
Net loss available for common stockholders, as reported	$	(8,004	)	$	(396	)	$	(4,928	)	$	(3,283	)
Compensation expense, net of tax		(182	)		(258	)		(547	)		(578	)
Pro forma net loss available for common stockholders	$	(8,186	)	$	(654	)	$	(5,475	)	$	(3,861	)
Net loss available for common stockholders per common share as reported:
Basic/ diluted	$	(0.12	)	$	(0.01	)	$	(0.08	)	$	(0.05	)
Pro forma net loss available for common stockholders per common share:
Basic/diluted	$	(0.13	)	$	(0.01	)	$	(0.09	)	$	(0.06	)

12Note 7 — Long-Term Debt

~~Table~~Long-term debt consists of ~~Contents~~the following at June 25, 2004 and September 30, 2003:

Note 8 — Contingencies


	As of			As of
	June 25,			September 30,
	2004			2003
	(Unaudited)
Senior secured credit facility borrowings	$	89,300		$	190,000
Senior subordinated notes		330,000			190,000
Mortgage notes		16,807			17,000
South Korean borrowings due in annual installments through 2013		1,662			1,858
Bond premium related to additional senior subordinated note		12,044			––
Other borrowings		2,230			2,402

		452,043			401,260
Less current portion		(1,796	)		(2,722	)

	$	450,247		$	398,538

InAs ~~January~~of 2002, melon growers in Costa Rica notified us that our Dorado melon seeds were infected with watermelon fruit blotch. Growers who purchased the infected Seminis seeds and growers whose crops were infected by the bacteria that spread from crops grown with the infected seeds have claimed damages against us. The claims by those growers who purchased Seminis seeds have been settled for approximately $5.8June ~~million~~25, ~~of which~~2004, ~~approximately~~long-term ~~$2.6 million was~~debt ~~recovered~~maturities under our errors and omissions insurance policy and the remainder of the settlement was paid by the Company by July 2002. The claims by the growers with infected crops total approximately $4.7 million and we believe these claims are ~~covered~~as ~~under our general liability insurance policy. We have~~follows: ~~finalized a settlement of nearly all of these claims. Our general liability~~ insurance carrier continues to deny coverage, and we are continuing to negotiate with them on this matter. In the event we cannot finalize the settlement with our general liability insurance carrier, we plan to seek all legal remedies and redress available to us against the carrier.

In early 2000, we filed a suit against Dietrich Schmidt, the former president of Seminis and the current president of 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. Schmidt filed a counterclaim for defamation against us. We were unsuccessful on our claims for trade secret misappropriation and breach of contract and Schmidt was successful on his counterclaim, with the court awarding him $1 in nominal damages. The court subsequently awarded Schmidt, Owen and Ouyang their attorneys’ fees. We have appealed certain aspects of the judgment, including the fee award. The appeal is still pending and is not expected to be decided until late 2003.


Period Ending June 25
2005	$	1,796
2006		1,838
2007		1,745
2008		1,698
2009		1,517
Thereafter		443,449

	$	452,043

~~Between~~Senior ~~December 17,~~Secured ~~2002~~Credit ~~and January 31, 2003, five purported class action~~Facility ~~lawsuits were filed relating to the proposed transaction under which Fox Paine~~ ~~and several Savia-related parties would acquire all of the outstanding shares~~ of Seminis. Four of 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, Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 and Haven Capital Management v. Seminis, Inc., et al., Civil Action No. 20140-NC were filed in the Delaware Court of Chancery (New Castle, County), while the fifth, Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California Superior Court (Ventura County). In February 2003, the Firth, Pozniak, Herranz and Haven Capital 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 defendant’s Savia, Seminis and Seminis’ directors. The Rosales (California) complaint names as defendants Seminis and its directors. Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Seminis common stockholders or their successors. Both of these actions-which were brought prior to the public announcement of Seminis entering into the merger agreement-allege that the merger, if consummated, would provide insufficient consideration to Seminis common stockholders and allege that the defendants breached their fiduciary duties in connection with the transaction. The complaints seek a preliminary and permanent injunction to enjoin the transaction and, in the event the transaction is consummated, rescission and damages. No provision for loss has been made in the accompanying consolidated financial statements, as the probability of an unfavorable outcome and the amount of loss, if any, are not determinable at this time.

~~During~~On September 29, 2003, the ~~last~~Company’s ~~months~~principal ofdomestic ~~fiscal~~operating ~~year 2002~~subsidiary, Seminis’ ~~subsidiary~~Vegetable inSeeds, ~~Spain~~Inc., ~~sold~~entered ~~Boludo~~into ~~tomato~~a ~~seed~~senior ~~to growers~~secured incredit ~~the~~facility with ~~Canary~~a ~~Islands~~group of ~~Spain~~lenders. ~~Subsequently,~~The ~~some~~Company ~~fields planted~~and ~~with~~its ~~this~~other ~~seed~~wholly-owned ~~showed~~domestic subsidiaries ~~symptoms~~guarantee of the ~~bacteria,~~obligations ~~Clavibacter michiganses,~~under ~~which~~the ~~can~~senior besecured ~~seed borne, among other possible~~credit ~~sources~~facility. ~~Seminis~~The ~~has~~senior ~~been~~secured ~~conducting~~credit anfacility ~~investigation~~originally ofprovided ~~the~~for ~~seeds~~a $190.0 million ~~and~~term ~~until~~loan ~~July 31,~~and ~~2003,~~a ~~all~~revolving ~~Seminis~~line ~~seed~~of ~~used~~credit infor ~~these~~borrowings ~~fields that~~up ~~had~~to ~~been~~an ~~tested,~~aggregate principal ~~tested~~amount ~~negative~~of ~~for~~$60.0 million. ~~the~~The ~~presence~~Company ofamended the ~~bacteria.~~senior ~~Spanish authorities~~secured ~~requested~~credit anfacility ~~analysis~~on ofJanuary 15, ~~all~~2004 ~~seed~~such ~~lots~~that ~~sold~~it innow ~~the~~provides ~~Canary~~a ~~Islands~~$90. ~~On July~~0 ~~31,~~million ~~2003,~~term ~~Seminis~~loan and ~~was~~a ~~notified~~revolving ~~that~~line ~~after analyzing 89 lots~~ of ~~Boludo~~credit ~~seed,~~for aborrowings ~~single~~up ~~seed~~to ~~lot~~an ~~tested~~aggregate ~~positive~~principal amount ~~for the presence~~ of ~~the~~ ~~bacteria~~$75.0 million, ~~Seminis~~and ~~believes~~amortizes ~~that~~in ~~other~~quarterly ~~factors~~installments ~~that~~equal ~~may cause the~~to ~~disease~~1.0% ~~were~~per ~~present~~annum atfor the ~~time~~first offive ~~the infection,~~ and ~~could~~1/2 ~~be responsible for~~years, orand ~~contributing~~with ~~factors to,~~ the ~~presence~~balance of the ~~bacteria~~term ~~and~~loan ~~damage~~due toin ~~the~~a ~~crops.~~single ~~These~~payment ~~factors~~at ~~include,~~the ~~but~~end ~~are~~of ~~not limited to: poor sanitary practices in~~ the ~~growers’~~sixth ~~fields~~year. The ~~(failure~~first toquarterly ~~remove~~payment ~~debris~~was ~~from~~paid ~~prior~~on ~~harvests);~~March 31, ~~bacteria~~2004. ~~from~~The ~~sources~~$75.0 million ~~other~~revolving ~~than~~credit ~~Seminis~~facility ~~that~~will ~~remained~~mature in ~~the~~five ~~fields~~years from ~~prior seasons;~~ the ~~practice~~closing ofdate ~~grafting, which can magnify~~ of the ~~effects~~acquisition oftransactions ~~small outbreaks~~ and ~~weaken~~does ~~the~~not ~~crops;~~amortize ~~failure~~(none toof ~~properly~~which ~~rotate~~was ~~crops from~~drawn ~~season~~as toof ~~season;~~June 25, 2004 and ~~third-party~~$2.6 million ~~isolates (different strains)~~ of ~~the disease~~which ~~that~~was ~~may~~committed ~~have~~under ~~been~~letters ~~present~~of credit). ~~Seminis~~Both ~~continues~~facilities ~~to investigate~~may ~~this~~be ~~matter~~voluntarily ~~vigorously,~~prepaid in ~~particular~~whole ~~investigating~~or ~~the~~in ~~single~~part ~~positive~~without ~~test~~premium ~~result,~~or ~~which~~penalty. isAdditionally, ~~inconsistent~~based ~~with~~upon ~~the~~formulas ~~findings~~stated ofin ~~all of~~ the amended ~~other~~senior ~~independent~~secured ~~laboratories’~~credit ~~test~~facility ~~results~~and ~~for~~subject ~~Seminis seed~~to ~~lots.~~certain ~~Seminis~~exceptions, ~~does~~all or ~~not~~a ~~believe~~portion ~~that~~of ~~its~~the ~~Boludo~~proceeds ~~tomato seeds~~from ~~sold in~~ the ~~Canary~~issuance ~~Islands~~of ~~caused~~equity ~~any~~interests ~~bacterial~~or ~~damage.~~equity ~~Notwithstanding~~rights, ~~the~~debt ~~foregoing~~issuances, ~~tomato growers~~asset ~~may~~sales, ~~initiate~~proceeds ~~legal~~from ~~claims~~insurance ~~against~~recoveries ~~the~~and excess ~~Company~~cash ~~alleging~~flow ~~that Seminis~~must ~~seeds~~be ~~were~~used ~~the~~to ~~source~~pay ofdown the ~~bacteria~~outstanding ~~and~~balance ~~claiming significant~~under ~~damages and Seminis cannot predict~~ the ~~outcome of any~~ ~~such~~term ~~claims,~~loan ~~if initiated~~facility.

WeIn ~~are~~general, ~~involved~~borrowings ~~from~~under ~~time~~the toamended ~~time~~senior assecured credit facility will bear interest, at the Company’s option, on either a London inter-bank ~~defendant~~offered inrate ~~various~~(LIBOR) or ~~other~~an ~~lawsuits~~alternate ~~arising~~base rate, in each case plus an applicable rate. The alternate base rate is equal to the ~~normal~~highest ~~course~~of Citicorp North America, Inc.’s base rate, the three month certificate of ~~business~~deposit rate plus 0.5% Weand ~~believe~~the federal funds effective rate plus 0.5%. The applicable rate for the term loan is based upon the Company’s leverage ratio that noranges ~~current~~from 1.25% ~~claims,~~to ~~individually~~2.00% per annum in the case of an alternate rate loan and LIBOR plus or3.00% per annum in the ~~aggregate~~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, ~~will~~subject, ~~have~~in aeach ~~material~~case, ~~adverse~~to adjustments ~~effect~~based on ~~our~~the ~~business~~leverage ratio at the time. Subsequent to an event of default under the amended senior secured credit facility, borrowings will ~~results~~bear interest at 2.0% over the rate of ~~operations~~interest orotherwise ~~financial~~applicable ~~condition~~and the LIBOR rate will not be available.

1312

~~Item 2~~Obligations under the senior secured credit facility are guaranteed by the Company and its domestic subsidiaries. ~~Management’s~~Additionally, ~~Discussion~~borrowings are secured by a perfected lien on all of the capital stock, intercompany notes and ~~Analysis~~all of the tangible and intangible properties and assets, including intellectual property subject to exceptions relating to foreign subsidiaries, of ~~Financial~~the Company. ~~Condition~~The Company is subject to certain commitment fees under the facility as well as the maintenance of certain financial ratios and ~~Results~~other restrictive covenants, including the payment of ~~Operations~~dividends in cash.

~~The~~On ~~following~~June 25, ~~discussion~~2004, ~~and~~the ~~analysis~~outstanding ~~should~~balance beof ~~read in conjunction with~~ the ~~consolidated~~ ~~financial~~term ~~statements,~~loan ~~including~~under the ~~notes~~senior secured ~~thereto,~~credit ~~appearing elsewhere~~facility ~~herein~~was $89.3 million ~~The~~with ~~following~~a ~~discussion~~variable ~~and~~interest ~~analysis~~rate ~~contains certain~~of ~~“forward-looking statements”~~3.49%, ~~which are subject to certain risks, uncertainties~~ and ~~contingencies,~~the ~~including,~~Company ~~without~~is ~~limitation,~~in ~~those~~compliance ~~set~~with ~~forth~~its ~~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~~covenants.

~~RISK~~10 ~~FACTORS~~1/4% Senior Subordinated Notes

~~Readers~~On ~~should~~September 29, be2003, ~~aware~~the ~~that~~Company’s ~~there~~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 ~~various~~unsecured general ~~risk~~obligations ~~factors~~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, ~~but~~the Company ~~not~~may redeem all or some of the senior subordinated notes at defined ~~limited~~redemption toprices, ~~those~~which ~~set~~may ~~forth~~include ~~below:~~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 ~~We have experienced losses in the past and we may experience losses in the future. • As of December 31~~January 23, ~~2002~~2004, ~~we had not completed a refinancing transaction in order to pay~~ the ~~remaining~~Company ~~balance~~issued ofan ~~our~~additional ~~syndicated credit facility totaling~~ $~~224~~140.7 0 million. ~~The lenders agreed to temporarily extend the term~~ of senior ~~the~~subordinated ~~syndicated credit facility and in January 2003~~notes, aat formal amendment was executed. Among other things, the amendment extended the final maturity of the syndicated credit facility from the previously agreed upon date of December 31, 2002 to December 31, 2003, revised principal payment dates under the term loan, instituted a ~~new~~premium ~~grid pricing formula to determine interest on borrowings and revised covenant obligations. Outstanding interim principal obligations under the amendment included $6.0 million due in the fourth quarter~~ of ~~fiscal year 2003. The remaining outstanding amount totaling~~ $~~210~~12.6 million ~~will be due in the first quarter of fiscal year 2004~~. ~~Whereas~~These wenotes have identical ~~met~~terms our obligations as well as covenant requirements under the amended syndicated credit facility through June 27, 2003, we must successfully execute a refinancing plan prior to December 31, 2003 in order to meet the final maturity of the facility. We will continue to pursue a refinancing plan, which may include negotiation of a new syndicated credit facility and~~/or~~ ~~placement~~conditions ~~of new debt securities; however, there can be no assurances that we will be able to successfully complete the refinancing. Additionally, there can be no assurances that the proposed transaction~~ as ~~further described below under~~ the ~~caption “Overview—Liquidity and Capital Resources” with the Company, Savia and Fox Paine will be consummated~~$190.0 million Failure to comply with existing covenants, which would make the amended syndicated debt callable or our inability to obtain adequate financing with reasonable terms prior to December 31, 2003 could have a material adverse impact on our business, results of ~~operations~~senior orsubordinated notes ~~financial~~issued condition. • The Company is currently restricted from any additional borrowings under the syndicated credit facility. As of November 2000, Savia suspended advancing funds to the Company. • Savia owns approximately 63.4% of the Company’s outstanding common stock and controls approximately 78.9% of the vote of its common stock. Accordingly, Savia controls the Company and has the power to approve all actions requiring the approval of our stockholders, including the power to elect all of its directors. Therefore, Savia effectively controls our management. • 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 2002, our investment in research and development represented 9.8% 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~~part ~~seed companies, pharmaceutical and chemical companies and biotechnology companies. Many~~ of ~~these companies have substantially greater resources than~~ the ~~Company.~~acquisition Iftransactions ~~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~~September 29, ~~results of operations or financial condition~~2003.

14On June 25, 2004, the outstanding balance of the 10 1/4% senior subordinated notes was $330.0 million.

~~Table~~Mortgage ~~of Contents~~Notes

•In ~~The~~March 2000, the Company’s ~~failure~~issued toa ~~accurately~~$17.2 million ~~forecast~~promissory ~~and~~note, ~~manage~~which ~~inventory~~was secured ~~could~~by ~~result~~the inCompany’s anglobal ~~unexpected~~headquarters ~~shortfall~~facility. orThe ~~surplus~~variable rate of interest ~~seeds,~~on ~~which~~the ~~could~~original ~~have~~note awas ~~material~~based ~~adverse~~on ~~effect~~LIBOR onplus ~~our~~2.5% ~~business,~~(4.2% ~~results~~as of September 30, ~~operations or financial condition~~2002). •As ~~Extreme~~of ~~weather~~September 29, ~~conditions~~2003, ~~disease~~principal ~~and~~outstanding ~~pests~~on ~~can~~this note ~~materially~~totaling ~~and adversely affect the quality and quantity of seeds produced~~$11.6 million ~~There~~was ~~can~~repaid bewith noproceeds ~~assurance~~from ~~that these factors will not affect~~ a ~~substantial~~new ~~portion~~$17.0 million mortgage. ofInterest on the ~~Company’s~~new ~~production~~note inis ~~any~~based ~~year and have a material adverse effect~~ on ~~our~~LIBOR ~~business,~~plus ~~results~~2.0% ~~of operations or financial condition~~(3.1% •as ~~Defective seeds could result in claims and negative publicity~~of September 30, ~~and the insurance covering claims may become unavailable or be inadequate~~2003), ~~which~~adjustable ~~could have a material adverse effect~~ on ~~our~~the ~~business,~~first ~~results~~day of ~~operations~~each ~~or financial condition~~month. •Simultaneous with ~~The~~entering ~~Company~~into ~~owns~~the ~~production~~new ~~and~~mortgage, ~~processing~~the ~~facilities~~Company inentered ~~numerous~~into ~~countries~~an ~~throughout~~interest rate ~~the~~swap ~~world~~agreement ~~and~~(extending ~~markets~~for ~~its~~a ~~products~~seven ~~worldwide.~~year ~~Accordingly,~~term) ~~fluctuations~~to inswap ~~currency rates may affect~~ the ~~Company’s~~floating interest ~~operating~~rate ~~results~~for ~~and~~a ~~net income~~6.3% •fixed ~~The~~interest ~~Company’s business is seasonal~~rate. • The ~~Company’s~~loan ~~worldwide~~amortizes ~~operation and products are highly regulated~~ in scheduled ~~the~~annual ~~areas~~payments of ~~safety~~approximately ~~and~~$0.2 million ~~protection~~to of$0.4 million, ~~human~~with a ~~health~~payment ~~and~~of the ~~environment.~~final ~~Compliance~~remaining ~~with~~balance ~~these~~due ~~health~~on ~~and~~October 1, ~~safety regulations can be costly~~2010.

~~OVERVIEW~~On June 25, 2004, the outstanding balance of the mortgage note was $16.8 million with a fixed interest rate of 6.3%.

~~Seminis~~South isKorean ~~the leading worldwide developer, producer and marketer of vegetable~~Borrowings ~~and fruit seeds. We produce more than 60 species and 4,000 vegetable and fruit~~ ~~seed products (which do not include tree and citrus fruits). We market our~~ seeds through four full-line brands — Seminis, Asgrow, Petoseed and Royal Sluis — and five specialty and regional brands. We have established a worldwide presence and global distribution system. We market seeds in over 150 countries, have 48 research and development facilities in 17 countries and territories and production sites in over 25 countries, which allows us to remain close to local markets around the world, adapt our products to any microclimate and meet the preferences of local consumers.

~~Seminis~~The ~~was~~Company’s ~~formed~~South inKorean ~~1994~~subsidiary tohas ~~consolidate~~a ~~various~~number ~~industry-leading vegetable and fruit seed brands into one consumer-oriented producer and marketer~~ of ~~vegetable~~ ~~and~~loan ~~fruit seeds. Our core business was created through the~~facilities ~~acquisition~~maturing offrom ~~the~~fiscal ~~Asgrow~~year ~~seed~~2004 ~~business~~to ~~in December 1994 and the subsequent combination of the Asgrow business with the Petoseed and Royal Sluis seed businesses in October 1995~~2013. ~~Since~~Borrowings ~~our~~under ~~formation,~~these ~~we have been at the forefront~~facilities ofcarry ~~the~~interest ~~consolidation~~rates of ~~the~~approximately ~~vegetable and fruit seed industry and have completed ten acquisitions~~4.0%.

~~Our~~Other ~~rapid growth through acquisitions created a highly complex operation that~~Borrowings ~~impacted our results. An increasing level of inventory as well as production~~ ~~and quality assurance difficulties were the primary operating problems that resulted in us experiencing severe financial difficulties over the past several years.~~

~~Global~~Other ~~Restructuring~~borrowings consisted of various domestic and ~~Optimization~~foreign, ~~Plan~~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.

InFor ~~February~~the ~~2000,~~nine wemonths ~~announced~~ended ~~a cost-saving initiative designed to streamline operations~~June 25, ~~increase~~2004 ~~utilization of facilities~~ and ~~improve efficiencies. The first phase of the initiative, which commenced in~~ fiscal year ~~2000~~ ~~and~~ended ~~focused on North American operations~~September 30, ~~was completed by the end of~~ ~~fiscal year 2001. In June 2001~~2003, ~~we commenced~~ the ~~second~~Company ~~phase,~~incurred ~~which~~interest ~~was targeted~~ at ~~our~~a ~~global~~weighted-average ~~operations~~rate ~~and~~of ~~expanded~~8.66% ~~the phase to cover additional~~and ~~headcount~~7.26% ~~reductions~~per ~~and~~annum, ~~to consolidate our facilities in Holland~~respectively. ~~The key~~ ~~elements to the Global Restructuring and Optimization Plan involve:~~

• reorganizing our 10 legacy seed companies into four geographical regions; • selling or consolidating certain operation and production facilities; • reducing headcount in connection with the reorganization and facility consolidation; • rationalizing our product portfolio; • implementing an advanced logistics management information system; and13

15 Table of Contents

~~Table~~Note of8 ~~Contents~~— Pensions and Other Postretirement Benefits

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

In connection with phase one of the Global Restructuring and Optimization Plan, we recorded pre-tax charges to operations of approximately $34.4 million for restructuring costs during fiscal year 2000 that included severance and other exit costs, inventory write-downs and costs associated with streamlining our products portfolio. Of this amount, $18.4 million was included in cost of goods sold for inventory write-downs. The remaining $16.0 million was included in selling, general and administrative expenses and consisted primarily of severance costs. The total phase one and initial phase two severance charges related to a planned 600-employee reduction worldwide in both operational and administrative groups.


	Three Months Ended						Nine Months Ended
	Successor			Predecessor			Successor			Predecessor
	June 25,			June 27,			June 25,			June 27,
	2004			2003			2004			2003
	(Unaudited)						(Unaudited)
Service cost	$	614		$	594		$	1,321		$	1,742
Interest cost		1,507			1,458			3,244			4,278
Actual gain on plan assets		(1,647	)		(1,594	)		(3,546	)		(4,676	)
Net amortization and deferral		382			370			823			1,085

	$	856		$	828		$	1,842		$	2,429

AsNote ~~part~~9 of— ~~the implementation of the expanded second phase of our Global Restructuring and Optimization Plan, we recorded a pre~~Stock-~~tax~~Based ~~charge of $12.0~~Compensation ~~million in selling, general and administrative expenses in the third quarter of~~ ~~fiscal year 2001. This charge was primarily related to severance and related~~ costs resulting from an additional planned 250-employee reduction worldwide in both operational and administrative groups. In fiscal year 2001, we also recorded non-cash inventory write-downs of $58.2 million in cost of goods sold in order to comply with more stringent seed quality standards and to further rationalize our product portfolio from 6,000 to 4,000 varieties. We believe we have established adequate reserves for all of the remaining costs and expenses related to our Global Restructuring and Optimization Plan.

~~The~~Effective ~~remaining~~October 1, ~~components~~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 ~~restructuring~~modified ~~accruals~~prospective ~~are~~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 ~~follows~~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. Results of prior years have not been restated. The following table illustrates the effect on net income (loss) if the fair value method had been applied in each period (in thousands) with the approach of SFAS No. 123:

(In Millions)


	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	)

			Amounts			Balance at		Additional		Amounts			Balance at		Additional		Amounts			Balance at		Amounts			Balance at
	Charges		Incurred			Sept. 30,		Charges		Incurred			Sept. 30,		Charges		Incurred			Sept. 30,		Incurred			June 27,
	2000		2000			2000		2001		2001			2001		2002		2002			2002		2003			2003
																						(Unaudited)			(Unaudited)
Severance and related expenses	$	14.0	$	(1.8	)	$	12.2	$	12.0	$	(12.3	)	$	11.9	$	—	$	(8.6	)	$	3.3	$	(2.7	)	$	0.6
Inventory write-downs		18.4		(18.4	)		—		58.2		(58.2	)		—		—		—			—		—			—
Other		2.0		(2.0	)		—		—		—			—		—		—			—		—			—
Total	$	34.4	$	(22.2	)	$	12.2	$	70.2	$	(70.5	)	$	11.9	$	—	$	(8.6	)	$	3.3	$	(2.7	)	$	0.6

AsTable of June 27,2003, there have been no material adjustments to amounts accrued under our Global Restructuring and Optimization Plan. The remaining $0.6 million reserve balance is expected to be utilized in fiscal year 2003. Contents

~~Results~~Note 10 — Equity Interests of ~~Operations~~Certain Beneficial Owners and Management

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

	Three Months Ended						Nine Months Ended
	June 27,			June 28,			June 27,			June 28,
	2003			2002			2003			2002
	(Unaudited)						(Unaudited)
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		62.8			61.0			63.0			62.1
Research and development expenses		11.1			10.3			9.9			9.6
Selling, general and administrative expenses		41.3			41.3			39.1			39.1
Amortization of intangible assets		3.6			4.0			3.4			3.7
Total operating expenses		56.0			55.6			52.4			52.4
Gain on sale of assets		0.3			0.4			0.4			1.7
Income from operations		7.1			5.8			11.0			11.4
Interest expense, net		(7.8	)		(6.6	)		(6.7	)		(6.2	)
Other non-operating income (expense), net		(0.7	)		3.4			(0.1	)		(0.3	)
Income (loss) before income taxes		(1.4	)		2.6			4.2			4.9
Income tax benefit (expense)		(1.6	)		1.4			(1.7	)		(1.8	)
Net income (loss)		(3.0	)%		4.0	%		2.5	%		3.1	%

Certain executives of the Company have “rolled over” their option rights from pre-acquisition stock option grants, and as of June 25, 2004, there are approximately 1.7 million options outstanding.

16Restricted Stock Units

~~Table~~Upon completion of ~~Contents~~the acquisition transactions, we 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 the performance of our executives relative to specified goals and objectives.

~~Nine~~Upon ~~months~~completion ~~ended~~of ~~June 27~~the acquisition transactions, ~~2003~~each ~~compared~~of ~~with~~the ~~nine~~senior executives ~~months~~was ~~ended~~granted ~~June 28,~~an ~~2002~~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.

~~Net~~If ~~sales~~the specified goals and objectives are achieved and the executive is actively employed by us 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 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.

~~Net~~In ~~sales increased 4.1% to $352.7 million for~~ the ~~nine~~event ~~months~~that ~~ended~~Fox ~~June 27, 2003~~Paine ~~from~~achieves ~~$339.0 million~~a ~~for~~designated ~~the~~internal ~~same~~rate ~~period ended June 28, 2002. The increase was primarily due to $21.0 million~~ of ~~favorable~~return ~~currency fluctuations relating~~on toits ~~the~~initial ~~strengthening~~investment ofin the ~~Euro~~Company ~~and~~prior ~~South Korean Won versus the U.S. Dollar during the nine months ended June 27, 2003, compared~~ to the ~~same~~fifth ~~period~~anniversary inof the ~~prior~~completion ~~fiscal year, partially offset by $2.0 million decrease reflecting the divestiture~~ of ~~a non-core business in January 2002. In constant dollars, stated at monthly average exchange rates of fiscal year 2002, and excluding~~ the ~~sales of~~acquisition ~~the divested and phased out non-core businesses~~transactions, ~~sales would have decreased 1.5%. Despite a general seed price increase in~~ all ~~the~~restricted ~~regions~~stock units, ~~sales were~~other ~~affected~~than bythose ~~volume~~permanently ~~decrease~~forfeited ~~and product mix. This decrease was primarily~~ due to ~~weaker~~ ~~sales~~a infailure ~~the Far East that were attributable~~ to ameet ~~reduction~~specified ofgoals ~~acreage for hot pepper varieties~~ and ~~demand for watermelon varieties and the decrease~~ ~~of certain carrot and hot pepper sales in the NAFTA region. Our business is subject to seasonal fluctuations and~~objectives, ~~therefore,~~will ~~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 an entire fiscal year~~vest.

~~Gross~~For ~~Profit~~the nine months ended June 25, 2004, the Company recorded $0.8 million of compensation expense for restricted stock units.

~~Gross~~Co-Investment ~~profit~~Rights ~~increased 5.6%~~ to ~~$222.4 million~~Purchase ~~for~~Additional ~~the~~Shares ~~nine~~of ~~months~~Company’s ~~ended~~Common ~~June~~Stock ~~27, 2003 from $210.6 million for the nine months ended June 28, 2002. Gross~~ ~~margin increased to 63.0% for the nine months ended June 27, 2003 from 62.1%~~ ~~for the nine months ended June 28, 2002. The increase was primarily due to general seed price increases in all regions as well as an improved product mix.~~

~~Research~~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 ~~Development~~Fox ~~Expenses~~Paine received a second tranche of co-investment rights to 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 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.

~~Research and development expenses increased 7.6% to $34.9 million for the nine~~Warrants ~~months ended June 27, 2003 from $32.5 million for the nine months ended June~~ ~~28, 2002. The increase was primarily due to the currency fluctuation impact on~~ ~~research and development expenses denominated in the Euro and South Korean Won, and general increases from year to year.~~

~~Selling,~~See ~~General~~Note ~~and~~11 ~~Administrative~~–– ~~Expenses~~PIK Preferred Stock

~~Selling, general and administrative expenses increased 4.2% to $138.0 million~~15 for the nine months ended June 27, 2003 from $132.5 million for the nine months ended June 28, 2002. The increase was primarily attributable to an expense of $4.4 million related to an executive severance package, the impact of an additional $3.3 million in severance expenses, the incurrence of $2.4 million of legal and financial advisory expenses related to the proposed merger and related transaction and currency fluctuation impact during this fiscal year. The increases were partially offset by decreases of $2.9 million of expenses related to a divested non-core business, $5.5 million of restricted stock award expenses and $0.8 million of consulting fees related to restructuring during the same period last fiscal year.

AmortizationTable of Intangible Assets Contents

~~Amortization~~Note ~~of intangible assets decreased 5.0% to $~~11~~.9 million~~ — PIK ~~for~~Preferred ~~the nine~~Stock ~~months ended June 27, 2003 from $12.5 million for the nine months ended June~~ ~~28, 2002. The decrease was primarily due to the effect of latter stages of~~ accelerated amortization of intangible assets related to purchase accounting. The decrease was partially offset by the currency impact from the fluctuation of the South Korean Won on South Korea-based intangible assets.

~~Gain~~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 ~~Sale~~a fully diluted basis. The shares of ~~Assets~~PIK Preferred Stock are mandatory redeemable at liquidation value on October 1, 2014.

~~The~~Holders ~~gain~~of onshares ~~sale~~ of ~~assets~~the ofPIK ~~$1.5 million~~Preferred ~~for~~Stock ~~the~~are ~~nine~~entitled ~~months~~to ~~ended~~receive ~~June 27,~~paid in ~~2003~~kind ~~was~~dividends ~~primarily~~(or ~~due~~at tothe sole discretion of the ~~sale~~Company, cash dividends) at the annual rate of ~~certain~~12.0% ~~South~~of ~~Korean~~liquidation ~~assets,~~preference aper ~~Salinas~~share, compounded ~~California~~quarterly, ~~property~~provided ~~and~~that aafter ~~company-owned~~the ~~house.~~occurrence ~~The~~of, ~~gain~~and onduring ~~sale~~the continuance of, ~~assets~~specified events of ~~$5.7 million~~ ~~for~~default, ~~the~~holders ~~nine~~of ~~months~~shares ~~ended~~of ~~June 28,~~the ~~2002~~PIK ~~was~~Preferred ~~primarily~~Stock are ~~due~~entitled to receive paid in kind dividends (or in the ~~sale~~ sole discretion of the aCompany, ~~non-core~~cash ~~business~~dividends) ~~and~~at ~~asset~~the ~~sales~~annual rate of ~~our~~14.0% ~~South~~of ~~Korean~~liquidation preference ~~subsidiary~~per share, compounded quarterly.

~~Interest~~In ~~Expense~~general, ~~Net~~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.

~~Interest~~At ~~expense,~~any ~~net,~~time ~~increased~~prior ~~12.0%~~ to ~~$23.7~~October ~~million~~1, ~~for~~2014, ~~the~~following ~~nine~~a ~~months ended~~change ~~June 27,~~of ~~2003~~control ~~from~~or ~~$21.2 million~~an initial ~~for~~public ~~the~~offering ~~nine~~of ~~months~~the ~~ended June 28~~Company, ~~2002. The~~the ~~increase~~Company ~~was~~has ~~primarily~~the ~~due~~right to ~~amortization~~redeem the shares of ~~increased~~PIK ~~deferred~~Preferred ~~financing fees~~Stock ~~and~~at ~~higher~~a ~~interest~~per ~~rates~~share ~~resulting~~redemption ~~from~~price ~~the~~payable ~~amendment~~in cash ofequal ~~the~~to ~~Company’s syndicated~~102% ~~credit~~of ~~facility~~the inliquidation ~~January 2003~~preference, ~~offset~~plus byan ~~the~~amount ~~effect~~in ~~of lower~~cash ~~average~~equal ~~debt~~to ~~balances~~accrued and unpaid dividends.

17Unless 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.

~~Table~~Upon the occurrence of ~~Contents~~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).

~~Other~~The ~~Non-Operating~~ability ~~Income~~of ~~(expense)~~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, ~~Net~~a subsidiary of the Company, to dividend funds to the Company, which ability is limited by the terms of our senior secured facility and the notes.

WeThe ~~had~~preferred ~~other~~shares ~~non-operating~~subject ~~expense,~~to ~~net,~~mandatory ~~including~~redemption ~~foreign~~were ~~currency~~stated ~~gain~~at $41.5 ~~(loss),~~million ~~net,~~and of $039.3 million ~~for~~as ~~the~~of ~~nine~~June 25, ~~months~~2004 ~~ended~~and ~~June~~September 2730, 2003, as ~~compared~~respectively. toThe ~~other~~accretion ~~non-operating~~of ~~expense,~~the ~~net,~~preferred ofshares ~~$1.1 million~~subject ~~for~~to ~~the nine~~mandatorily ~~months~~redemption ~~ended~~and ~~June 28,~~their ~~2002. Other non~~paid-~~operating~~in-kind ~~expense,~~dividends ~~net,~~are ~~for~~recognized ~~the~~as ~~nine~~interest ~~months~~expense ~~ended~~through ~~June 27,~~the ~~2003~~term ~~primarily consisted~~ of ~~non-operating losses from subsidiaries in~~ the ~~United States, Guatemala, Chile, Brazil and Italy~~agreement. ~~Other non-operating~~For ~~expense, net, for~~ the nine months ended June 28 25, ~~2002~~2004, ~~primarily consisted~~this ofinterest ~~foreign~~expense ~~currency~~totaled ~~losses of~~ $1.5.2 million ~~resulting from currency fluctuations in South America and a U~~.~~S. Dollar denominated loan in the~~ ~~Netherlands.~~

~~Income Tax Expense~~16

IncomeTable tax expense was $6.0 million for the nine months ended June 27, 2003 compared to income tax expense of $5.9 million for the nine months ended June 28, 2002. The year-to date effective tax rate increased to 40.2% for 2003 compared to 35.9% for the nine months of 2002 and 13.3% for the fiscal year 2002. The increase in the period was due to the mix of worldwide income and the receipt of a $5.9 million income tax refund, for which no benefit was previously recorded. Contents

~~Three~~Note ~~months~~12 ~~ended~~— ~~June 27,~~Commitments ~~2003~~and ~~compared with three months ended June 28, 2002~~Contingencies

~~Net~~As ~~sales~~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 has appealed this ruling and the appeal is pending in the Ninth Circuit Court of Appeals.

~~Net~~In ~~sales~~January 2002, ~~increased~~melon ~~6.1%~~growers toin ~~$113.1 million~~Costa ~~for~~Rica ~~the~~notified ~~three~~us ~~months~~that ~~ended~~our ~~June 27,~~Dorado ~~2003~~melon ~~from~~seeds ~~$106.6 million~~were ~~for~~infected ~~the~~with ~~same~~Watermelon ~~period~~Fruit ~~ended June 28, 2002~~Blotch. ~~The~~Growers ~~increase~~who purchased ~~was~~the ~~primarily~~infected ~~due~~Seminis toseeds ~~$7.5 million~~and ofgrowers ~~favorable~~whose ~~currency~~crops ~~fluctuations~~were ~~relating to~~infected ~~the~~by ~~strengthening of~~ the bacteria ~~Euro~~that ~~and~~spread ~~South~~from ~~Korean~~crops ~~Won~~grown ~~versus~~with the ~~U.S.~~infected ~~Dollar during~~Seminis ~~the~~seeds ~~three~~have claimed ~~months~~damages ~~ended~~against ~~June 27,~~us. ~~2003,~~The ~~compared~~claims related to ~~the~~those ~~same~~growers ~~period~~who ~~in the~~purchased ~~prior~~Seminis ~~fiscal~~seeds ~~year.~~have Inbeen ~~constant~~settled ~~dollars,~~for ~~stated~~approximately at$5.8 million, ~~monthly~~of ~~average exchange~~which ~~rates~~approximately of$2.6 million ~~fiscal~~was ~~year~~recovered ~~2002,~~under our errors and ~~excluding~~omissions insurance ~~the~~policy ~~phased~~and ~~out~~the ~~non-core~~remainder ~~business, sales~~of ~~would~~the ~~have~~settlement ~~decreased~~was ~~0.8%.~~paid ~~Despite~~by aus ~~general~~by ~~seed~~July 2002. ~~price~~The ~~increase~~claims inrelated ~~all~~ to the ~~regions,~~growers ~~sales~~with ~~were~~infected ~~affected~~crops bytotal approximately ~~volume~~$4.7 million ~~decrease~~ and ~~product~~we ~~mix.~~believe ~~This decrease~~these ~~was~~claims ~~primarily~~are ~~due~~covered tounder ~~weaker~~our general ~~sales~~liability ininsurance ~~the~~policy. ~~NAFTA~~We ~~region~~have ~~that~~finalized ~~were~~settlement of all of ~~attributable~~these toclaims. aWe ~~reduction~~have ofsettled ~~certain~~the ~~carrot~~coverage ~~and~~issue ~~hot~~with ~~pepper~~our ~~sales.~~general ~~Our~~liability ~~business~~insurance iscarrier ~~subject~~ to ~~seasonal~~our ~~fluctuations~~satisfaction, and, ~~therefore,~~proceedings ~~the~~against ~~sales~~them ~~for~~have anbeen ~~interim~~dismissed. ~~period~~We are ~~not~~now ~~necessarily~~pursuing ~~indicative~~coverage ofwith ~~those~~our toexcess begeneral ~~expected~~liability insurer, inwho ~~any other~~has ~~interim~~informally ~~period~~denied orcoverage, ~~for~~and anwe ~~entire~~are ~~fiscal~~in ~~year~~the midst of settlement negotiations with them.

~~Gross~~In ~~Profit~~early 2000, we filed suit against Dietrich Schmidt, the former president of Seminis and the current president of 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. Mr. Schmidt filed a counterclaim for defamation 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 court awarding him $1 in nominal damages. The count subsequently awarded Messrs. Schmidt, Owen and Ouyang their attorney’s fees. We have appealed certain aspects of the judgment, including the fee award. A decision on the appeal was handed down in December, 2003. The California Court of Appeal partially affirmed the lower court’s ruling, and has partially reversed and remanded the case to the lower court for a re-determination of costs and fees, specifying that certain attorney’s fees and costs previously awarded to Messrs. Schmidt, Owens and Ouyang should not be payable by Seminis. Seminis recently settled this matter and all litigation, appeals, and motions have been dismissed.

~~Gross~~On ~~profit~~December 17, ~~increased~~2002 ~~9.2%~~and January 4, 2003, four purported class action lawsuits were filed relating to ~~$71~~the acquisition transactions.0 Three of these actions — Garry Firth v. Alfonso Romo Garza, et al., Civil Action No. ~~million~~20085, Boris ~~for~~Pozniak ~~the~~v. ~~three~~Alfonso ~~months~~Romo ~~ended~~Garza, ~~June~~et al., Civil Action No. 20097 and Pablo 27Herranz v. Seminis, ~~2003~~Inc., ~~from~~et ~~$65~~al.0, Civil Action No. ~~million~~20105 ~~for~~— were filed in the Delaware ~~three~~Court ~~months~~of ~~ended~~Chancery ~~June~~(New Castle County), while the fourth, Mark Rosales v. Seminis, Inc., Case No. 28CIV216255, ~~2002~~was filed in California Superior Court (Ventura County). ~~Gross~~Since that time, a fifth case, Haven Capital ~~margin~~Management ~~increased~~v. toAlfonso 62Romo Garza, et al.8%, ~~for~~Civil ~~the~~Action ~~three~~No. 20140 ~~months~~has ~~ended~~also been ~~June~~filed in Delaware. In February 272003, ~~2003~~the ~~from~~Firth, 61Pozniak, Herranz and Haven Capital cases were consolidated into one proceeding entitled In re Seminis, Inc.0% Shareholders’ Litigation, Consolidated C.A. No. 20140-NC, and ~~for~~the Haven Capital complaint was designated as the ~~three~~operative ~~months~~complaint ~~ended~~in ~~June 28~~the consolidated lawsuit. That complaint names as defendants Savia, ~~2002~~Company and its Directors. The ~~increase~~Rosales ~~was~~(California) ~~primarily~~complaint ~~due~~names as defendants Company and its Directors. Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Company common stockholders or ~~general~~their ~~seed~~successors. ~~price~~Both ~~increases~~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 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 ~~regions~~of asthe ~~well~~alleged asclaims. anThe ~~improved~~parties ~~product~~have ~~mix~~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,

~~Research and Development Expenses~~17

ResearchTable andof development expenses increased 14.5% to $12.6 million for the three months ended June 27, 2003 from $11.0 million for the three months ended June 28, 2002. The increase was primarily due to the currency fluctuation impact on research and development expenses denominated in the Euro and South Korean Won and general increases from year to year. Contents

~~Selling~~and approval of the settlement was granted, ~~General~~and we expect to have all actions in California and ~~Administrative~~Delaware ~~Expenses~~dismissed in the very near future. The proposed settlement does not affect the terms of the acquisition transactions set forth herein.

~~Selling~~During the last months of fiscal year 2002, ~~general~~Seminis’ ~~and~~subsidiary ~~administrative~~in ~~expenses~~Spain ~~increased~~sold Boludo ~~6.2%~~tomato seed to ~~$46~~growers in the Canary Islands, Almeria, Murcia, and Granada areas of Spain.~~7 million~~ Subsequently, some plantings with this seed showed ~~for~~symptoms of the ~~three~~bacteria, ~~months~~Clavibacter ~~ended~~michiganses, ~~June 27~~which can be seed borne, among ~~2003~~other ~~from~~possible ~~$44~~sources.~~0 million~~ ~~for~~Seminis ~~the~~has ~~three~~been conducting an investigation of ~~months~~the ~~ended~~seeds ~~June~~and until July 2831, ~~2002~~2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish ~~The~~authorities ~~increase~~requested ~~was~~an ~~primarily~~analysis ~~due~~of toall ~~approximately~~seed lots sold in the Canary $1Islands.3 On July ~~million~~31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of ~~additional~~batches ~~severance~~of ~~expenses~~Boludo seed, a single seed batch tested positive for the ~~incurrence~~presence of $1the bacteria.~~2 million~~ Seminis believes that other factors that may cause the disease were present at the time of ~~legal~~the infection, and ~~financial~~could ~~advisory~~be ~~expenses~~responsible ~~related~~for, or contributing factors to, the ~~proposed~~presence of the ~~merger~~bacteria and ~~related~~damage ~~transaction~~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 ~~currency~~disease that ~~fluctuation~~may ~~impact~~have ~~during~~been present. Seminis continues to investigate this ~~quarter.~~matter vigorously, ~~The~~in ~~increase~~particular ~~was~~investigating the single positive test result, ~~partially~~which ~~offset~~is byinconsistent awith ~~decrease~~the findings of $2all of the other independent laboratories’ test results obtained from testing officially sealed batch samples of Seminis seed.~~9 million~~ Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of ~~restricted~~the ~~stock~~bacteria ~~award~~and claiming ~~expenses~~significant ~~during~~damages and Seminis cannot predict the outcome of any ~~same~~such ~~period~~claim, ~~last~~if ~~year~~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.

~~Amortization~~We are involved from time to time as a defendant in various other lawsuits arising in the normal course of ~~Intangible~~business. ~~Assets~~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.

~~Amortization~~An ofaccrual ~~intangible~~for ~~assets~~management’s ~~decreased~~estimate ~~5.2%~~of toexposure ~~$4.0 million~~related ~~for~~to ~~the~~such ~~three~~claims has ~~months~~been ~~ended~~recorded ~~June 27,~~in ~~2003~~the ~~from~~financial ~~$4.2 million~~statements ~~for~~and ~~the~~is ~~three~~disclosed ~~months~~in ~~ended~~Note ~~June 28, 2002~~6. ~~The~~It ~~decrease~~is the ~~was~~opinion ~~primarily~~of ~~due~~management tothat the ~~effect~~ultimate resolution of ~~latter~~these ~~stages~~matters ofwill ~~accelerated~~not ~~amortization~~have ofa ~~intangible~~material ~~assets~~adverse ~~related~~effect toon ~~purchase~~the ~~accounting. The~~Company’s ~~decrease~~consolidated ~~was~~financial position ~~partially~~or ~~offset~~results byof ~~the~~operations. ~~currency~~Historically, ~~impact~~resolution ~~from~~of ~~the fluctuation~~asserted ofclaims ~~the~~has ~~South~~been ~~Korean~~in ~~Won~~line onwith ~~South~~management’s ~~Korea-based intangible assets~~expectations.

18Note 13 — Related Party Transactions

~~Table~~In accordance with the agreement entered in as part of ~~Contents~~acquisition transactions, the Company paid management fees of $2.4 million each to Fox Paine and Desarrollo Consolidado De Negocios, S.A. De C.V. in October 2003 for services to be rendered during fiscal year 2004. 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.

~~Gain~~The onCompany ~~Sale~~sold residential property to Bernardo Jimenez, Executive Senior Vice President and Chief Financial Officer. The sales price of ~~Assets~~$1.1 million was based upon a real estate appraisal of the market value of the property.

~~The~~In ~~gain~~June 2000, ona ~~sale~~subsidiary of ~~assets~~the ofCompany sold residential property, originally acquired in December 1999 for $0862,000, to Mr.4 ~~million~~Bruno ~~for~~Ferrari, Executive ~~each~~Senior Vice President, World Wide Commercial, at the appraised value of $875,000. The purchase price was evidenced by a promissory note secured by a deed of trust on the ~~three~~property. ~~months~~The ~~ended~~note had an interest rate of ~~June 27,~~7.75% ~~2003~~per annum and ~~June~~was payable in ten equal annual installments of principal, including interest accrued thereon, commencing December 2815, ~~2002~~2000, and annually thereafter. The loan was ~~primarily~~repaid ~~due~~in toDecember 2003. Under a separate agreement, the ~~sale~~Company ofpaid ~~certain~~bonuses ~~South~~to Mr. Ferrari that covered the ~~Korean~~interest ~~assets~~payable on the loan and paid Mr. Ferrari ~~Moreover,~~the present value of the interest ~~gain~~payments ~~from~~that ~~June~~would have been payable to Mr. ~~28,~~Ferrari ~~2002~~had ~~was~~the ~~offset~~loan remained byoutstanding ~~losses~~until ~~from~~its scheduled final maturity. The bonus payments were recognized as compensation expense at the ~~sale~~time of ~~certain~~the Upayments.~~S. assets.~~

~~Interest~~In ~~Expense~~connection with the additional senior subordinated notes, ~~Net~~the Company paid $1.8 million and $1.5 million for advisory fees to Fox Paine and Geotel S.A. De C.V., a subsidiary of Desarrollo Consolidado De Negocios, S.A. De C.V, in January and July 2004, respectively.

~~Interest expense, net, increased 24.3% to $8.8 million for the three months~~18 ended June 27, 2003 from $7.1 million for the three months ended June 28, 2002. The increase was primarily due to amortization of increased deferred financing fees and higher interest rates resulting from the amendment of the Company’s syndicated credit facility in January 2003, offset by the effect of lower average debt balances.

OtherTable Non-Operatingof Income (Expense), Net Contents

~~Seminis~~Note ~~had~~14 ~~other~~— ~~non-operating~~Supplemental ~~expense, net, including foreign currency gain (loss), net, of $0.8 million for the three months ended June 27, 2003, as compared to other non~~Guarantor/Non-~~operating~~Guarantor ~~income,~~Financial ~~net, of $3.6 million for the three~~Information ~~months ended June 28, 2002. Other non-operating expense, net, for the three~~ ~~months ended June 27, 2003 primarily consisted of $0.9 million of non-operating~~ losses from several subsidiaries, offset by an approximate $0.2 million gain from foreign currency resulting from currency fluctuations of a U.S. Dollar denominated loan in the Netherlands. Other non-operating income, net, for the three months ended June 28, 2002 primarily consisted of foreign currency gain of $2.8 million resulting from currency devaluations in South America and a U.S. Dollar denominated loan in the Netherlands, and $0.7 million of non-operating gains from several subsidiaries.

~~Income~~In ~~Tax~~conjunction ~~Expense~~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.

~~Income~~Investments ~~tax~~in ~~expense~~subsidiaries ~~was~~in ~~$1.8 million for~~ the ~~three~~following ~~months~~condensed ~~ended June 27, 2003,~~consolidating ~~compared~~financial toinformation anare ~~income~~accounted ~~tax benefit of $1.5 million~~ for ~~the~~under ~~three months ended June 28, 2002. The year-to date effective tax rate increased to 40.2% for 2003 compared to 35.9% for~~ the ~~nine~~equity ~~months~~method of ~~2002 and 13.3% for the fiscal year~~ ~~2002~~accounting. ~~The~~Consolidating ~~increase~~adjustments ininclude the ~~quarter was due to the mix of worldwide~~following: ~~income and the receipt of a $5.9 million income tax refund, for which~~ ~~no benefit was previously recorded.~~

Seasonality

(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.

~~The seed business is highly seasonal. Generally, net sales are highest in the~~19 second fiscal quarter due to increased demand from Northern Hemisphere growers who plant seed in the early spring. We recorded 33.7% of our fiscal year 2002 net sales during our second fiscal quarter. We 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 to be expected for a full year.

LiquidityTable andof Capital Resources Contents

~~Cash~~Successor Condensed ~~flows~~Consolidating ~~from~~Balance ~~operations~~Sheets As of June 25, 2004(Unaudited)

Operating activities utilized $3.6 million in cash flow during the nine months ended June 27, 2003 compared to $2.4 million in cash flow provided during the same period in the prior fiscal year. The operating cash flow of this interim period was negatively impacted by approximately $5.2 million of restructuring fees, $4.5 million of severance and consulting fees paid to an executive, $2.4 million of fees associated with the proposed transaction with Fox Paine and Savia, additional interest incurred due to restructuring of our syndicated credit facility and other additional severance incurred.


			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	59,152		$	435		$	15,018	$	—		$	74,605
Accounts receivable		—		51,518			1,622			125,507		—			178,647
Inventories		—		132,761			7,369			149,136		—			289,266
Prepaid expenses and other current assets		—		4,124			63			2,965		—			7,152

Total current assets		—		247,555			9,489			292,626		—			549,670
Property, plant and equipment, net		—		33,218			82			40,721		—			74,021
Investment in consolidated subsidiaries		250,512		213,047			—			—		(463,559	)		—
Intangible assets, net		—		45,148			—			24,330		—			69,478
Deferred tax asset		—		—			—			2,043		(2,043	)		—
Other assets		142		14,105			—			6,298		—			20,545

	$	250,654	$	553,073		$	9,571		$	366,018	$	(465,602	)	$	713,714

Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	18,262	$	—		$	18,262
Current maturities of long-term debt		—		1,202			177			417		—			1,796
Accounts payable		—		2,811			3			19,910		—			22,724
Accrued liabilities		453		34,138			68			56,983		—			91,642
Intercompany payables		144,336		(206,293	)		12,380			49,577		—			—

Total current liabilities		144,789		(168,142	)		12,628			145,149		—			134,424
Long-term debt		—		446,950			255			3,042		—			450,247
Deferred income taxes		—		23,753			—			—		(2,043	)		21,710
Minority interest in subsidiaries.		—		—			—			1,467		—			1,467
Preferred shares subject to mandatory redemption		41,483		—			—			—		—			41,483

Total liabilities		186,272		302,561			12,883			149,658		(2,043	)		649,331

Total stockholders’ equity		64,382		250,512			(3,312	)		216,360		(463,559	)		64,383

	$	250,654	$	553,073		$	9,571		$	366,018	$	(465,602	)	$	713,714

~~Cash flows from investments~~20

InvestingTable activities utilized $0.6 million in cash flow during the nine months ended June 27, 2003 compared to $34.0 million in cash flow utilized in the same period in the prior fiscal year. This reduction was primarily due to $17.6 million of proceeds from the sale of a non-core business and $24.3 million of proceeds from the disposition of assets primarily related to an office building in Seoul, South Korea during the last fiscal year. Capital expenditures remained consistent between the two fiscal periods. Contents

19Successor Condensed Consolidating Balance Sheets As of September 30, 2003


			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	18,669		$	906		$	17,249	$	—		$	36,824
Accounts receivable		—		42,190			3,430			105,958		—			151,578
Inventories		—		177,627			8,042			165,968		—			351,637
Prepaid expenses and other current assets		—		1,997			—			2,453		—			4,450

Total current assets		—		240,483			12,378			291,628		—			544,489
Property, plant and equipment, net		—		33,307			88			36,397		—			69,792
Investment in consolidated subsidiaries		268,653		193,083			—			—		(461,736	)		—
Intangible assets, net		—		47,372			—			25,637		—			73,009
Deferred tax asset		—		—			—			2,006		(2,006	)		—
Other assets		159		13,468			—			6,330		—			19,957

	$	268,812	$	527,713		$	12,466		$	361,998	$	(463,742	)	$	707,247

Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	20,031	$	—		$	20,031
Current maturities of long-term debt		—		2,141			161			420		—			2,722
Accounts payable		—		26,457			92			23,731		—			50,280
Accrued liabilities		8,581		12,842			89			67,904		—			89,416
Intercompany payables		137,006		(200,558	)		13,490			50,062		—			—

Total current liabilities		145,587		(159,118	)		13,832			162,148		—			162,449
Long-term debt		—		394,859			390			3,289		—			398,538
Deferred income taxes		—		23,318			—			—		(2,006	)		21,312
Minority interest in subsidiaries		—		—			—			1,723		—			1,723
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

~~Cash flows from financing~~21

FinancingTable activities utilized $7.8 million and $40.3 million during the nine months ended June 27, 2003 and June 28, 2002, respectively. The reduction was primarily due to principal payment requirements of the syndicated credit facility in the respective periods. Contents

~~Our~~Successor Condensed ~~total~~Consolidating ~~indebtedness~~Statements as of ~~June 27, 2003 was $274.2 million, of which $216.6~~Operations ~~million~~For ~~were~~the ~~borrowings~~Nine ~~under~~Months ~~our~~Ended ~~existing syndicated credit facility. We had $12.5~~June ~~million~~25, ~~$10.1 million, $7.5 million and $21.4 million of borrowings by~~2004 ~~our U.S., Italian, Spanish and South Korean subsidiaries, respectively, and~~(Unaudited) ~~$6.1 million of borrowings by other foreign subsidiaries.~~

As of September 30, 2000, we were not in compliance with certain covenants of our existing syndicated credit facility, which gave the lenders the right to accelerate payment of all amounts outstanding under the facility. In December 2000, the lenders granted a waiver with respect to these covenants that extended through April 30, 2001, at which time any defaults would once again arise. As we did not expect to be in compliance with our covenants once the waiver expired, all outstanding borrowings under the syndicated credit facility were classified as a current liability as of September 30, 2000. In connection with granting the waivers, the lenders agreed to reschedule principal payments within fiscal year 2001. The lenders also accelerated the final maturity of the term loan and the termination date for the revolving credit commitments to June 30, 2002 from June 30, 2004. We were obligated to deliver a financial plan through September 30, 2002, which detailed cash flow projections on a monthly basis as well as proposed alternatives for the refinancing of the syndicated credit facility or recapitalization of the Company.


				Seminis						Subsidiary
	Seminis			Vegetable			Subsidiary			Non-
	(Parent)			(Issuer)			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	203,351		$	5,440		$	276,571		$	(90,577	)	$	394,785
Cost of goods sold		—			107,905			5,745			167,512			(90,577	)		190,585

Gross profit		—			95,446			(305	)		109,059			—			204,200

Operating expenses
Research and development expenses		—			18,952			(2	)		17,851			—			36,801
Selling, general and administrative expenses		5			63,740			1,205			79,957			—			144,907
Amortization of intangible assets		—			4,134			—			1,746			—			5,880

Total operating expenses		5			86,826			1,203			99,554			—			187,588

Gain on sale of assets		—			1			—			3,620			—			3,621

Income (loss) from operations		(5	)		8,621			(1,508	)		13,125			—			20,233

Other income (expense)
Interest Income		—			294			—			348			—			642
Interest expense		(16	)		(26,880	)		(52	)		(2,057	)		—			(29,005	)
Interest expense from preferred shares subject to mandatory redemption		(5,246	)		—			—			—			—			(5,246	)
Foreign currency gain (loss)		(7	)		(67	)		—			4,486			—			4,412
Other, net		—			(3,886	)		2			(597	)		—			(4,481	)
Equity from subsidiary		(16,855	)		6,771			—			—			10,084			—

		(22,124	)		(23,768	)		(50	)		2,180			10,084			(33,678	)

Income (loss) before income taxes		(22,129	)		(15,147	)		(1,558	)		15,305			10,084			(13,445	)
Income tax expense		—			(1,708	)		—			(6,976	)		—			(8,684	)

Net income (loss)		(22,129	)		(16,855	)		(1,558	)		8,329			10,084			(22,129	)
Net income (loss) available for common stockholders	$	(22,129	)	$	(16,855	)	$	(1,558	)	$	8,329		$	10,084		$	(22,129	)

~~On May 31, 2001, our lenders consented to the financial plan that we submitted~~22 and agreed to restructure our existing syndicated credit facility. Upon receipt of the amended syndicated credit facility, long-term portions of borrowings were reclassified from current liabilities to long-term debt. Among other things, the amendment extended the final maturity of the syndicated credit facility from the previously agreed on date of June 30, 2002 to December 31, 2002, revised principal payment dates under the term loan, instituted a new grid pricing formula to determine interest on borrowings and revised covenant obligations. Interim principal obligations under the amendment included $16.0 million due in the fourth quarter of fiscal year 2001, $19.0 million, $4.0 million, $31.0 million and $9.0 million due in the first, second, third and fourth quarters of fiscal year 2002, respectively. All remaining amounts were due in the first quarter of fiscal year 2003.

InTable October 2001, we completed the sale of an office building in Seoul, South Korea, which generated net proceeds of approximately $20.0 million. We used $19.5 million of the proceeds to make the scheduled $19.0 million payment on the syndicated credit facility in October 2001. We also sold one of our non-core businesses in January 2002, which generated additional proceeds of approximately $17.6 million. We used $13.0 million of the proceeds to prepay our existing syndicated credit facility in January 2002 and utilized our operating cash flow to pay the remaining $18.0 million in June 2002. Contents

~~We met all required principal and interest payments during fiscal years 2002~~Successor ~~and~~Condensed ~~2001~~Consolidating ~~and~~Statements ~~were in compliance with all~~ of ~~our financial covenants under the~~Operations ~~amended~~For ~~syndicated credit facility at September 30, 2002. In October 2002, we paid an additional $5.0 million of principal as required by~~ the ~~amended syndicated~~Nine ~~credit~~Months ~~facility;~~Ended however, as of December 31, 2002, we had not completed a refinancing transaction in order to pay the remaining balance of $224.7 million. The lenders agreed to temporarily extend the term of the syndicated credit facility and in January 2003, a formal amendment was executed. Among other things, the amendment extended the final maturity of the syndicated credit facility from the previously agreed on date of December 31, 2002 to December 31, 2003, revised principal payment dates under the term loan, instituted a new grid pricing formula to determine interest on borrowings and revised covenant obligations. Outstanding interim principal obligations under the amendment included $6.0 million due in the fourth quarter of fiscal year 2003. The remaining outstanding amount totaling $210.6 million will be due in the first quarter of fiscal year 2004. We met all required principal and interest payments during the first six months of fiscal year 2003 and were in compliance with all of our financial covenants at June 27, 2003 ~~under the newly~~ ~~extended amendment. As all remaining amounts under the amended syndicated~~(Unaudited) ~~credit facility are due within one year, the $216.6 million of outstanding~~ ~~borrowings under the syndicated credit facility has been classified as a~~ ~~current liability as of June 27, 2003.~~

On May 30, 2003, we and/or certain other parties entered into an amended and restated exchange agreement, a contribution agreement, an agreement and plan of merger, a stock purchase agreement and certain other related agreements pursuant to which an acquisition company was formed at the direction of Fox Paine & Company, LLC, a San Francisco based private equity firm, to acquire all of the outstanding shares of the Company’s common stock. Public holders of approximately 15.8 million shares of Seminis common stock will receive cash consideration of $3.78 per share in the merger. Immediately following the merger and related transactions, Fox Paine, its affiliates and co-investors will own approximately 75% of the shares of Seminis common stock outstanding following the completion of the transactions, and the remaining shares will be owned by certain affiliates of Alfonso Romo Garza, Seminis’ and Savia’s current Chairman and Chief Executive Officer, certain creditors of a Savia affiliate and nine members of Seminis and Savia management. Additionally, certain entities affiliated with Mr. Romo will receive co-investment rights to purchase, subject


				Seminis
	Seminis			Vegetable			Subsidiary			Subsidiary
	(Parent)			(Issuer)			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	—		$	197,050		$	4,674		$	250,846		$	(99,865	)	$	352,705
Cost of goods sold		—			90,361			3,679			136,179			(99,865	)		130,354

Gross profit		—			106,689			995			114,667			—			222,351

Operating expenses
Research and development expenses		—			18,580			—			16,362			—			34,942
Selling, general and administrative expenses		—			61,266			1,242			75,514			—			138,022
Amortization of intangible assets		—			8,619			—			3,288			—			11,907

Total operating expenses		—			88,465			1,242			95,164			—			184,871

Gain (loss) on sale of assets		—			(580	)		712			1,325			—			1,457

Income from operations		—			17,644			465			20,828			—			38,937

Other income (expense)
Interest Income		—			232			7			387			—			626
Interest expense		—			(20,073	)		(61	)		(4,227	)		—			(24,361	)
Foreign currency gain (loss)		—			(1,286	)		—			1,466			—			180
Other, net		—			144			17			(644	)		—			(483	)
Equity from subsidiary		8,916			16,538			—			—			(25,454	)		—

Total other income (expense)		8,916			(4,445	)		(37	)		(3,018	)		(25,454	)		(24,038	)
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	)

2023

~~to certain conditions, up to 34% of~~Successor ~~the~~Condensed ~~outstanding~~Consolidating ~~shares~~Statements of ~~Seminis~~Cash ~~common stock following the transactions.~~Flows ~~Following~~For the ~~merger~~Nine ~~and~~Months ~~related~~Ended ~~transactions~~June 25, ~~the Company will be privately~~2004 ~~held and Seminis common stock will no longer be listed on The Nasdaq National~~(Unaudited) ~~Market. Seminis stockholders representing approximately 85% of the voting~~ ~~power represented by the outstanding shares of Seminis common stock currently~~ ~~entitled to vote have entered into a voting agreement to vote in favor of the merger.~~

Prior to the consummation of the merger and pursuant to the terms of the amended and restated exchange agreement, Savia will exchange all of its outstanding shares of Seminis Class C preferred stock (including accrued PIK dividends) having a principal value of $120.2 million, additional paid-in capital (including accrued PIK dividends) of $46.7 million and accrued and unpaid dividends for 37.7 million shares of Seminis Class A Common Stock and cash equal to $15.0 million plus interest at a rate of 10.0% per annum from July 1, 2002, less $3.0 million.


			Seminis
	Seminis		Vegetable			Subsidiary			Subsidiary
	(Parent)		(Issuer)			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	—	$	149		$	766		$	(9,985	)	$	—	$	(9,070	)

Cash flows from investing activities:
Purchases of fixed and intangible assets		—		(2,950	)		(8	)		(4,070	)		—		(7,028	)
Proceeds from disposition of assets		—		1,062			—			4,056			—		5,118
Intercompany investment		—		(120	)		—			120			—		—
Other		—		(364	)		—			(402	)		—		(766	)

Net cash provided by investing activities		—		(2,372	)		(8	)		(296	)		—		(2,676	)

Cash flows from financing activities:
Proceeds from long-term debt		—		167,600			—			79			—		167,679
Repayment of long-term debt		—		(115,892	)		(119	)		(407	)		—		(116,418	)
Proceeds from short-term borrowings		—		—			—			8,127			—		8,127
Repayment of short-term borrowings		—		—			—			(9,779	)		—		(9,779	)
Net change in intercompany account		—		(8,377	)		(1,110	)		9,487			—		—
Capital contributions/ dividends received (paid) / other		—		(625	)		—			1			—		(624	)

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		—		—			—			542			—		542

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	$	—	$	59,152		$	435		$	15,018		$	—	$	74,605

~~Although we have met our obligations and covenant requirements under the~~24 amended syndicated credit facility through June 27, 2003, we must successfully execute a refinancing plan prior to December 31, 2003 in order to meet the final maturity of the facility. The consummation of the proposed transactions require the Company’s amended syndicated credit facility to be refinanced. It is anticipated that the proposed transactions would be funded, in part, by financing arranged by the newly-formed acquisition company. There can be no assurances that the merger and related transactions will be consummated. Failure to comply with existing covenants in the amended syndicated credit facility, which would make the facility callable, or our inability to refinance the facility prior to December 31, 2003, could have a material adverse impact on our business, results of operations or financial condition

Seminis’Table exposure to foreign currency fluctuations is primarily due to foreign currency gains or losses that occur from intercompany receivables and payables between Seminis and its foreign subsidiaries and from the U.S. dollar denominated loan, originated by SVS Holland, B.V., a foreign subsidiary of Seminis. Seminis does not have any material outstanding hedging contracts as of June 27, 2003. Contents

~~Item 3.~~Successor Condensed ~~Quantitative~~Consolidating ~~and~~Statements ~~Qualitative~~of ~~Disclosures~~Cash ~~About~~Flows For ~~Market~~the ~~Risk~~Nine Months Ended June 27, 2003 (Unaudited)

Our market risk disclosures set forth in our Annual Report on Form 10-K for the year ended September 30, 2002 has not changed significantly through the third quarter ended June 27, 2003.


				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 4. Controls and Procedures~~25

(a)		Evaluation of Disclosure Controls and Procedures. The Company’s chief executive officer and VP WW Corporate Comptroller and chief accounting officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 as amended the “Exchange Act”) as of a date (the “Evaluation Date”) within 90 days prior to the filing date of this quarterly report. Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are 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 U.S. Securities and Exchange Commission. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
(b)		Changes in Internal Controls. Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls during the period covered by this quarterly report.

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

~~Table~~The following discussion and analysis should be read in conjunction with the 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 below, which could cause Seminis’ actual business, results of operations ~~Contents~~or financial condition to differ materially from those expressed in or implied by, such statements.

~~PART~~RISK ~~II — OTHER INFORMATION~~FACTORS

~~Item 1.~~Readers ~~Legal~~should ~~Proceedings~~be aware that there are various risk factors including, but not limited to, those set forth below:

In• ~~January~~We ~~2002~~have experienced losses in the past and we may experience losses in the future. • Following the acquisition transactions, ~~melon~~the ~~growers~~Company has incurred substantially higher levels of debt. • The Company’s failure to accurately forecast and manage inventory could result in ~~Costa~~an ~~Rica~~unexpected ~~notified~~shortfall usor ~~that~~surplus of seeds, which could have a material adverse effect on our ~~Dorado~~business, ~~melon seeds~~results ~~were~~of ~~infected~~operations ~~with~~or ~~watermelon~~financial ~~fruit~~condition. ~~blotch~~• The Company owns production and processing facilities in numerous countries throughout the world and markets its products worldwide. ~~Growers~~Accordingly, ~~who~~fluctuations ~~purchased~~in currency rates may affect the ~~infected~~ ~~Seminis~~Company’s ~~seeds~~operating results and ~~growers~~net ~~whose~~income. ~~crops~~• ~~were~~The ~~infected~~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, our investment in research and development represented 10.1% 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 ~~bacteria~~ ability to protect its intellectual property due to the uncertainty of litigation and the ineffectiveness of the laws in some of the countries that ~~spread~~the ~~from~~Company ~~crops~~currently ~~grown~~has ~~with~~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 ~~infected~~Company’s patented seeds, which could have ~~claimed~~a ~~damages against~~material usadverse effect on our business, results of operations or financial condition. • The ~~claims~~Company faces substantial competition due to technological advances by ~~those~~competitors ~~growers~~such ~~who~~as ~~purchased~~other ~~Seminis~~seed ~~seeds~~companies, pharmaceutical and chemical companies and biotechnology companies. Many of these companies have ~~been settled~~substantially ~~for~~greater ~~approximately~~resources $5than the Company.~~8 million~~ If a competitor introduces a competitively successful product, ofit could take years to develop a competitive seed variety, which could have a material adverse effect on our business, ~~approximately~~results $2of operations or financial condition.~~6 million was~~ ~~recovered~~• ~~under~~Extreme ~~our~~weather ~~errors~~conditions, disease and ~~omissions~~pests ~~insurance~~can ~~policy~~materially and adversely affect the ~~remainder~~ quality and quantity of ~~the~~seeds ~~settlement~~produced. ~~was~~There ~~paid~~can bybe no assurance that these factors will not affect a substantial portion of the Company’s byproduction ~~July~~in ~~2002.~~any ~~The~~year ~~claims~~and byhave ~~the growers~~a ~~with~~material ~~infected~~adverse ~~crops~~effect ~~total~~on ~~approximately~~our $4business, results of operations or financial condition.~~7 million~~ • Defective seeds could result in claims and wenegative ~~believe these~~publicity, and the insurance covering claims ~~are~~may ~~covered~~become ~~under~~unavailable or be inadequate, which could have a material adverse effect on our ~~general~~business, ~~liability~~results ~~insurance~~of ~~policy~~operations or financial condition. We• ~~have finalized~~The aCompany’s ~~settlement~~worldwide operation and products are highly regulated in the areas of ~~nearly~~safety ~~all~~and protection of human health and the environment. Compliance with these ~~claims~~health and safety regulations can be costly. ~~Our~~• ~~general~~The ~~liability insurance~~United ~~carrier~~States ~~continues~~imposes totrade ~~deny~~restrictions ~~coverage~~and economic embargoes that prohibit, ~~and~~unless wean ~~are~~exemption ~~continuing~~applies, ~~to negotiate~~United States entities from engaging in commercial, financial or trade transactions with ~~them~~certain onforeign ~~this~~countries ~~matter~~in which we have sales, including Syria, Iran, Iraq, Sudan and Libya. InWhile less than 2% of our net seed sales result from sales in such countries, in the event wethat ~~cannot~~certain ~~finalize~~exemptions ~~the settlement~~from ~~with~~these ~~our~~embargoes ~~general~~for ~~liability~~food ~~insurance~~and ~~carrier,~~seeds that we ~~plan~~have torelied ~~seek~~on ~~all legal~~in ~~remedies~~the ~~and~~past ~~redress~~are no longer available, toour usnet ~~against~~seed ~~the~~sales ~~carrier~~would be negatively impacted.

~~In early 2000, we filed a suit against Dietrich Schmidt, the former president~~26 of Seminis and the current president of 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. Schmidt filed a counterclaim for defamation against us. We were unsuccessful on our claims for trade secret misappropriation and breach of contract and Schmidt was successful on his counterclaim, with the court awarding him $1 in nominal damages. The court subsequently awarded Schmidt, Owen and Ouyang their attorneys’ fees. We have appealed certain aspects of the judgment, including the fee award. The appeal is still pending and is not expected to be decided until late 2003.

BetweenTable December 17, 2002 and January 31, 2003, five purported class action lawsuits were filed relating to the proposed transaction under which Fox Paine and several Savia-related parties would acquire all of the outstanding shares of Seminis. Four of 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, Pablo Herranz v. Seminis, Inc., et al., Civil Action No. 20105 and Haven Capital Management v. Seminis, Inc., et al., Civil Action No. 20140-NC were filed in the Delaware Court of Chancery (New Castle, County), while the fifth, Mark Rosales v. Seminis, Inc., Case No. CIV216255, was filed in California Superior Court (Ventura County). In February 2003, the Firth, Pozniak, Herranz and Haven Capital 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 defendant’s Savia, Seminis and Seminis’ directors. The Rosales (California) complaint names as defendants Seminis and its directors. Both the Delaware consolidated action and the Rosales action purport to be brought on behalf of Seminis common stockholders or their successors. Both of these actions-which were brought prior to the public announcement of Seminis entering into the merger agreement-allege that the merger, if consummated, would provide insufficient consideration to Seminis common stockholders and allege that the defendants breached their fiduciary duties in connection with the transaction. The complaints seek a preliminary and permanent injunction to enjoin the transaction and, in the event the transaction is consummated, rescission and damages. No provision for loss has been made in the accompanying consolidated financial statements, as the probability of an unfavorable outcome and the amount of loss, if any, are not determinable at this time. Contents

~~We are involved from time to time as a~~OVERVIEW ~~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.~~

~~Item 6.~~Acquisition ~~Exhibits and Reports on Form 8-K~~Transactions

(a)		Exhibits
		See exhibits index.
(b)		Reports on Form 8-K

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).

OnThe ~~April 15,~~Company’s ~~2003,~~results for the ~~Company~~three ~~filed~~and anine ~~Current~~months ~~Report~~ended ~~on Form~~June ~~8-K~~25, ~~reporting~~2004 ~~under~~reflect ~~Item 5~~the ~~thereof~~effects ~~that~~of ~~Savia~~the ~~has~~acquisition ~~noticed~~transactions ~~its~~and ~~shareholders~~are ~~for~~presented aon ~~meeting to~~a besuccessor ~~held~~basis, atwhereas the ~~end~~results offor the ~~month~~three toand ~~authorize~~nine ~~the~~months ~~necessary~~ended ~~actions~~June 27, to2003 beare ~~taken by~~presented ~~Savia,~~on ~~assuming~~a ~~that~~predecessor ~~the~~basis. The acquisition transactions are ~~contemplated~~accounted byfor under the ~~letter~~purchase method of ~~intent~~accounting. In accordance with ~~between~~applicable ~~Savia~~accounting ~~and~~guidelines, the purchase price paid by Fox Paine &for Seminis’ ~~Company,~~common ~~LLC~~stock plus related purchase accounting adjustments are “pushed ~~consummated~~down” and recorded in Seminis’ financial statements.

OnThe ~~May 2,~~75.1% ~~2003,~~of deemed assets acquired and liabilities assumed in connection with the ~~Company~~acquisition ~~filed~~transactions awere ~~Current~~originally ~~Report~~recorded onat ~~Form 8-K~~their ~~(a) furnishing~~estimated ~~under~~fair ~~Item 12~~market ~~thereof~~values based on an independent appraisal and 24.9% of the historical ~~preliminary~~bases ~~results~~were carried over, however, these values were in excess of the ~~its~~proportionate ~~operations~~purchase price paid by Fox Paine for ~~the~~75.1% ~~quarter~~of Seminis’ ~~ended~~common ~~March 28~~stock. Accordingly, ~~2003~~the ~~and~~negative ~~(b)~~goodwill totaling $433.4 ~~filing~~million aswas allocated anagainst ~~exhibit~~the ~~under~~value ~~Item 7~~of ~~thereof~~non-current assets on a proportionate basis. The following summarizes the fair market values, subsequent adjustments and ~~related~~on-going ~~press~~carrying ~~release.~~values of the net assets acquired:


				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			(102,582	)		64,361
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			(11,345	)		7,119
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)

	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

~~Table~~The increase in inventory value will be expensed as the inventory is sold. We expect that the inventories will be sold over a 16 month period from the date of ~~Contents~~acquisition. The intangible assets will be amortized on a straight-line basis over periods between five and forty years. In-process research and development was immediately expensed in the results of the successor entity for the one-day period ended September 30, 2003.

OnThe ~~May 16,~~acquisition ~~2003,~~transactions resulted in the ~~Company~~incurrence ~~filed~~of aadditional operating ~~Current~~expenses ~~Report~~in onboth ~~Form 8-K~~the ~~(a) furnishing under~~predecessor ~~Item 12~~and ~~thereof~~successor ~~the~~companies. ~~unaudited~~The ~~results~~main components of ~~its~~these ~~operations~~operating ~~for~~expenses ~~the~~were ~~three~~related ~~and~~to transaction fees for ~~six~~obtaining ~~month~~an ~~periods~~exchange ~~ending~~and ~~March 28~~fairness opinion, ~~2003~~ and ~~(b) filing~~expenses asfor anthe ~~exhibit~~buyout ~~under~~of ~~Item 7~~existing ~~thereof~~options, ~~the~~severance ~~related~~and ~~press~~restricted ~~release~~stock.

~~On June 5, 2003, the Company filed a Current Report on Form 8-K (a) reporting~~OUTLOOK ~~under Item 5 thereof that the Company entered into a definitive agreement and~~ ~~plan of merger, dated as of May 30, 2003, with Seminis Acquisition LLC and~~ ~~Seminis Merger Corp., both affiliates of Savia, and related agreements and (b) filing as exhibits under Item 7 thereof a copy of the merger agreement and other related agreements.~~

~~Exhibit~~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 ~~Index~~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.

Exhibit
Number		Description
(a) 1		Form of Underwriting Agreement
(c) 2		Merger Agreement by and between Seminis, Inc., an Illinois corporation and Seminis, Inc., a Delaware corporation
(c) 3.1		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.
(c) 3.4		By-Laws
(t) 10.1		Agreement and Plan of Merger by and among Seminis, Inc., Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003, incorporated herein by reference to the Form 8-K filed by Seminis, Inc. on June 5, 2003.
(t) 10.2		Stock Purchase Agreement by and among Fox Paine Seminis Holdings., LLC Banca Afirme, SA., Institución de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administración y Pago Número 167-5), Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003, incorporated herein by reference to the Form 8-K filed by Seminis, Inc. on June 5, 2003.
(t) 10.3		Voting Agreement by and among Savia, S.A. de C.V., Banca Afirme, S. A., Institución de Banca Multiple, Afirme Grupo Financiero, as Trustee, under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administración y Pago Número 16705), Conjunto Administrativo Integral, S.A. de C.V., Emprima S.A. de C.V., Park Financial Group, Ltd (BVI), Seminis Acquisition LLC, Alfonso Romo Garza and Fox Paine Seminis Holdings, LLC, dated as of May 30, 2003, incorporated herein by reference to the Form 8-K filed by Seminis, Inc. on June 5, 2003.
(t) 10.4		Amended and Restated Exchange Agreement by and between Seminis, Inc. and Savia, S.A. de C.V., dated as of May 30, 2003, incorporated herein by reference to the Form 8-K filed by Seminis, Inc. on June 5, 2003.
(t) 10.5		Contribution Agreement by and among Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institución de Banca Multiple, Afirme Grupo Financiero, as Trustee, under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administración y Pago Número 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, incorporated herein by reference to the Form 8-K filed by Seminis, Inc. on June 5, 2003.
(t) 99.1/99.2		Certification pursuant to section 906 of the Sarbanes Oxley Act of 2002

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.

2327

Exhibit
Number		Description
(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 10-Q.
(e)		Filed with the September 30, 2000 Form 10-K.
(f)		Filed with the December 30, 2000 Form 10-Q.
(g)		Filed with the March 30, 2001 Form 10-Q.
(h)		Filed with the June 29, 2001 Form 10-Q.
(i)		Filed with the September 30, 2001 Form 10-K.
(j)		Filed with the March 29, 2002 Form 10-Q.
(k)		Filed with the September 30, 2002 Form 10-K.
(l)		Filed with the December 27, 2002 Form 10-Q.
(m)-(s)		Filed with the March 28, 2003 Form 10-Q.
(t)		Filed with the June 27, 2003 Form 10-Q.

Seasonality

24The 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 recorded 33.3% of its fiscal year 2003 net sales during its second fiscal quarter. Seminis’ results in any particular quarter should not be considered indicative of those to be expected for a full year.

~~Table~~Results of ~~Contents~~Operations

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

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.


	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 Sales		100.0	%		100.0	%		100.0	%		100.0	%

Gross margin		50.8			62.8			51.7			63.0
Research and development expenses		11.3			11.1			9.3			9.9
Selling, general and administrative expenses		41.2			41.3			36.7			39.1
Amortization of intangible assets		1.7			3.6			1.5			3.4

Total operating expenses		54.2			56.0			47.5			52.4
Gain on sale of fixed assets		0.8			0.3			0.9			0.4

Income (loss) from operations		(2.6	)		7.1			5.1			11.0
Interest expense, net		(10.4	)		(7.8	)		(8.5	)		(6.7	)
Other non-operating expense, net		(0.8	)		(0.7	)		—			(0.1	)

Income (loss) before income taxes		(13.8	)		(1.4	)		(3.4	)		4.2
Income tax expense		(1.5	)		(1.6	)		(2.2	)		(1.7	)

Net income (loss)		(15.3	)%		(3.0	)%		(5.6	)%		2.5	%

Date: August 11, 2003		SEMINIS, INC.
		By /s/ Alfonso Romo Garza
		Alfonso Romo Garza
		Chief Executive Officer
		(Principal Executive Officer)
		By /s/ Gaspar Alvarez Martinez
		Gaspar Alvarez Martinez
		VP WW Corporate Comptroller &
		Chief Accounting Officer
		(Principal Financial and Accounting Officer)

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

25Net Sales

~~Table~~Net sales increased 3.0% to $116.5 million for the three months ended June 25, 2004 compared to $113.1 million for the three months ended June 27, 2003. The result was partially due to $2.8 million of ~~Contents~~positive impact of currency fluctuations relating to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during the third quarter of fiscal year 2004 compared to the same period in the prior year. In constant dollars stated at monthly average exchange rates for the third quarter of fiscal year 2003 and excluding sales from non-core businesses, seed sales would have increased 0.5% to $110.3 million for the third quarter of fiscal year 2004 from $109.8 million in third quarter 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, the sales increases were primarily in the Americas, Asia Pacific and West Asia with gains in broccoli, pepper, spinach and onion which was partially offset by sales decrease in South American and Europe.

~~Certification~~Gross Profit

IGross profit decreased 16.7% to $59.1 million for the three months ended June 25, ~~Alfonso~~2004 ~~Romo~~from ~~Garza~~$71.0 million for the three months ended June 27, ~~certify~~2003. ~~that:~~Gross margin percentage decreased to 50.8% for the three months ended June 25, 2004 from 62.8% for the three months ended June 27, 2003. The decrease 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.

1.Research I have reviewed this quarterly report on Form 10-Q of Seminis, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and ~~other~~Development financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:Expenses

a)Research ~~designed~~and ~~such~~development ~~disclosure~~expenses ~~controls~~increased ~~and~~4.8% ~~procedures~~ to ~~ensure~~$13.2 million ~~that~~for ~~material~~the three ~~information~~months ~~relating~~ended toJune 25, ~~the~~2004 ~~registrant,~~from ~~including~~$12.6 million ~~its~~for ~~consolidated~~the ~~subsidiaries~~three months ended June 27, is2003. ~~made~~This ~~known~~increase towas usprimarily bythe ~~others~~result ~~within~~of ~~those~~cost ~~entities~~of living adjustments, ~~particularly~~$0.3 million ~~during~~of ~~the~~currency ~~period~~fluctuations infrom ~~which~~research ~~this~~and development ~~quarterly~~expenses ~~report~~in isEurope ~~being~~and ~~prepared;~~South b)Korea ~~evaluated~~in the ~~effectiveness~~three months of ~~the~~fiscal year ~~registrant’s~~2004, ~~disclosure~~offset ~~controls~~by ~~and~~$0.6 million ~~procedures as~~ of alower ~~date~~depreciation ~~within~~expense 90related ~~days prior~~ to the ~~filing~~impact ~~date~~ of ~~this~~the ~~quarterly~~negative ~~report~~goodwill ~~(the~~allocation ~~“Evaluation~~as ~~Date”);~~part ~~and~~of c)the ~~presented~~acquisition transaction. inAs ~~this~~a ~~quarterly~~percentage ~~report~~to ~~our~~sales, ~~conclusions~~research ~~about~~and ~~the~~development ~~effectiveness~~expenses for of the ~~disclosure~~three ~~controls~~months ~~and~~ended ~~procedures~~June 25, ~~based~~2004 onincreased ~~our~~to ~~evaluation~~11.3% asfrom of11.1% in the same ~~Evaluation~~period ~~Date;~~last year.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):28

a)Table all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; andContents

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluationSelling, ~~including~~General ~~any corrective actions with regard to significant deficiencies~~ and ~~material~~Administrative ~~weaknesses.~~Expenses

~~Date:~~Selling, ~~August~~general and administrative expenses increased 2.8% to $48.0 11million 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.

~~/s/~~Amortization ~~Alfonso~~of ~~Romo~~Intangible ~~Garza Alfonso Romo Garza Chief Executive Officer~~Assets

26Amortization 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.

~~Table~~Gain on Sale of ~~Contents~~Fixed Assets

~~Certification~~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.

I,Interest ~~Gaspar Alvarez Martinez~~Expense, ~~certify that:~~Net

1.Interest Iexpense, ~~have reviewed this quarterly report on Form 10-Q of Seminis~~net, ~~Inc.;~~increased 237.0% ~~Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit~~ to ~~state~~$12.1 million afor ~~material fact necessary to make~~ the ~~statements~~three ~~made,~~months ended ~~in light of the circumstances under which such statements were made~~June 25, ~~not~~2004 ~~misleading~~from ~~with respect to the period covered by this quarterly report; 3~~$8.8 million Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the ~~periods~~three ~~presented~~months inended ~~this quarterly report; 4~~June 27, 2003. The ~~registrant’s~~increase ~~other~~was ~~certifying~~primarily ~~officers~~due ~~and~~to Ihigher ~~are~~debt ~~responsible~~levels ~~for establishing~~ and ~~maintaining~~interest ~~disclosure~~of PIK ~~controls~~Preferred ~~and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:~~Stock.

a)Other ~~designed~~Non-Operating ~~such disclosure controls and procedures to ensure that material information relating to the registrant~~Expense, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;Net

5We had other non-operating expense, including foreign currency gain (loss) and minority interest, net, of $0.9 million ~~The~~for ~~registrant’s~~the three months ended June 25, 2004 as compared to other ~~certifying~~non-operating ~~officers~~expense, ~~and~~net, Iof ~~have~~$0.8 million ~~disclosed~~for the three months ended June 27, ~~based~~2003. onOther ~~our~~non-operating ~~most~~expense, ~~recent~~net, ~~evaluation~~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 ~~registrant’s~~of ~~auditors~~the weakening of the Indian Rupee and Brazilian Real during the quarter ~~audit~~on ~~committee~~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 ~~registrant’s~~$0.5 million ~~board~~of non-operating losses from several subsidiaries, $0.4 million of ~~directors~~minority ~~(or~~interest ~~persons~~provision, ~~performing~~offset ~~the~~by $0.2 million ~~equivalent~~of ~~function):~~foreign currency gain resulting from currency fluctuation of a U.S. dollar denominated loan held in the Netherlands.

a)Income ~~all~~Tax significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; andExpense

6.Income ~~The~~tax ~~registrant’s~~expense ~~other~~was ~~certifying~~$1.8 million ~~officers~~for ~~and~~the Ithree ~~have~~months ~~indicated~~ended inJune 25, ~~this~~2004 and ~~quarterly~~June 27, ~~report~~2003, ~~whether~~with ~~there~~pre-tax ~~were~~loss ~~significant~~of ~~changes~~$16.0 million inand ~~internal~~$1.5 million, respectively. ~~controls~~The orvariation in ~~other~~income ~~factors~~tax ~~that~~rate ~~could~~was ~~significantly~~primarily ~~affect~~due ~~internal controls subsequent~~ to the amount ~~date~~and mix of ~~our~~worldwide ~~most~~income ~~recent~~at ~~evaluation,~~Seminis’ ~~including any corrective actions with regard to significant deficiencies and material weaknesses~~subsidiaries.

~~Date: August 11, 2003~~29

/s/Table Gasparof Alvarez Martinez Gaspar Alvarez Martinez VP WW Corporate Comptroller & Chief Accounting OfficerContents

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 5.3% to $36.8 million for the first nine months ended June 25, 2004 from $34.9 million for the nine months ended June 27, 2003. This increase was primarily the result of cost of living adjustments, $1.8 million of currency fluctuations from research and development expenses in Europe and South Korea in the nine months of fiscal year 2004, offset by $1.8 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 nine months ended June 25, 2004 decreased to 9.3% from 9.9% in the same period last year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 5.0% to $144.9 million for the nine months ended June 25, 2004 from $138.0 million for the nine months ended June 27, 2003. The increase was primarily due to cost of living adjustments, variable expenses associated with sales, $6.6 million of currency exchange impact on European and South Korean expenses, $3.5 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, $2.4 million of expenses related to a fairness opinion given in connection with the acquisition transactions and an additional $6.2 million of severance expense in the prior year. As a percentage to sales, selling, general and administrative expenses for the nine months ended June 25, 2004 decreased to 36.7% from 39.1% in the same period last year.

Amortization of Intangible Assets

Amortization of intangible assets decreased 50.6% to $5.9 million for the nine months ended June 25, 2004 from $11.9 million for the nine 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 $3.6 million and $1.5 million for the nine months ended June 25, 2004 and June 27, 2003, respectively, resulted primarily from fixed asset sales of our South Korean subsidiary.

Interest Expense, Net

Interest expense, net, increased 41.6% to $33.6 million for the nine months ended June 25, 2004 from $23.7 million for the nine months ended June 27, 2003. The increase was primarily due to higher debt levels and interest on the PIK Preferred Stock.

Other Non-Operating Expense, Net

We had other non-operating expense, including foreign currency gain and minority interest, net, of $0.1 million and $0.3 million for the nine months ended June 25, 2004 and June 27, 2003, respectively. Other non-operating expense, net, for the nine months ended June 25, 2004 primarily consisted of $3.8 million write-down of deferred loan fees resulting from the refinancing of the Company’s term loan in January 2004, $0.6 million of minority interest provision, offset by $4.4 million of foreign currency gain. The foreign currency gain was primarily due to the effect of the strengthening of the Euro on a U.S. dollar based intercompany loan at a European subsidiary. Other non-operating expense of $0.3 million, net, for the nine months ended June 27, 2003, primarily consisted of non-operating losses from subsidiaries in the United States, Guatemala, Chile, Brazil, and Italy.

Income Tax Expense

Income tax expense was $8.7 million for the nine months ended June 25, 2004 compared to an income tax expense of $6.0 million for the nine months ended June 27, 2003. The increase in income tax expense 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 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.

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 $9.1 million in cash flow during the nine months ended June 25, 2004 compared to $3.6 million utilized during the same period in the prior fiscal year. The increase in cash utilization was primarily due to approximately $11.8 million of acquisition transaction related costs that were accrued at September 30, 2003 but subsequently paid during the nine months ended June 25, 2004. Cash flow was also impacted in the nine months ended June 25, 2004 by a $4.8 million prepayment of a management fee to be amortized over fiscal year 2004, which was paid in accordance with the acquisition transaction’s purchase agreement. Additionally, the increase in cash utilization was due to approximately $6.7 million in transaction fees that were paid in association with the January 2004 senior subordinated note issuance.

Cash flows from investments

Capital expenditures decreased to $7.0 million for the nine months ended June 25, 2004, from $9.5 million in the same period of the prior fiscal year. Other investing activities for the nine months ended June 25, 2004 included $5.1 million from proceeds from the sale of assets compared to $9.0 million in the prior fiscal year. The decrease in proceeds during the nine months ended June 25, 2004 was primarily due to higher asset sales in our South Korean subsidiary in the prior year.

Cash flows from financings

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 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 25, 2004 was $470.3 million, of which $89.3 million were borrowings under the Company’s term loan, $342.0 million were borrowings under our senior 10 1/4% subordinated notes (amount including $12.0 million of remaining premium balance, which will be amortized over the life of the loan 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 to our consolidated financial statements for further description of the preferred shares). As of June 25, 2004, the Company has cash and cash equivalents of $74.6 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.

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, the FASB reissued SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88, and 106.” This Statement revises employers’ disclosures about pension plans and other postretirement benefit plans. It does not change the measurement or recognition of those plans required by SFAS No. 87, “Employers’ Accounting for Pensions,” SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” and SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” This Statement retains the disclosure requirements contained in the original SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” The revised Statement also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of the original SFAS No. 132 will remain in effect until the provisions of this Statement are adopted. Certain new provisions are effective for financial statements with fiscal years ending after December 15, 2003, while other provisions are effective for fiscal years ending after June 15, 2004. The interim period disclosures are effective for interim periods beginning after December 15, 2003. See Note 8 to our consolidated financial statements “Pensions and Other Postretirement Benefits,” for disclosures required under the revised SFAS No. 132.

In December 2003, the Financial Accounting Standards Board (FASB) reissued Interpretation No. 46, “Consolidation of Variable Interest Entities — an Interpretation of ARB No. 51.” The Interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity risk for the entity to finance its activities without additional subordinated financial support. The provisions of this Interpretation are effective for the Company for interim periods ending after March 15, 2004. The adoption of this Interpretation has not had a significant impact on the Company’s financial results of operations and financial position.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted this Statement as of June 28, 2003 and has classified its newly issued paid in kind preferred stock (“PIK Preferred Stock”) as a liability.

In April 2003, the FASB issued SFAS No. 149, “Amendment to Statement 133 on 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.

In January 2003, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. It also requires disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual and interim periods beginning after December 15, 2002. The Company has adopted FASB Statement No. 123 under the provisions of SFAS No. 148 on October 1, 2003.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in the Form S-4, as filed with the SEC on March 11, 2004 have not changed significantly through the nine months ended June 25, 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.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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 has appealed this ruling and the appeal is pending in the Ninth Circuit Court of Appeals.

In January 2002, melon growers in Costa Rica notified us that our Dorado melon seeds were infected with Watermelon Fruit Blotch. Growers who purchased the infected Seminis seeds and growers whose crops were infected by the bacteria that spread from crops grown with the infected Seminis seeds have claimed damages against us. The claims related to those growers who purchased Seminis seeds have been settled for approximately $5.8 million, of which approximately $2.6 million was recovered under our errors and omissions insurance policy and the remainder of the settlement was paid by us by July 2002. The claims related to the growers with infected crops total approximately $4.7 million and we believe these claims are covered under 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 carrier to our satisfaction, and proceedings against them have been dismissed. 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 current president of 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. Mr. Schmidt filed a counterclaim for defamation 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 court awarding him $1 in nominal damages. The count subsequently awarded Messrs. Schmidt, Owen and Ouyang their attorney’s fees. We have appealed certain aspects of the judgment, including the fee award. A decision on the appeal was handed down in December, 2003. The California Court of Appeal partially affirmed the lower court’s ruling, and has partially reversed and remanded the case to the lower court for a re-determination of costs and fees, specifying that certain attorney’s fees and costs previously awarded to Messrs. Schmidt, Owens and Ouyang should not be payable by Seminis. Seminis recently settled this matter and all litigation, appeals, and motions have been dismissed.

On December 17, 2002 and January 4, 2003, four purported class action lawsuits were filed relating to the acquisition transactions. Three of 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 (New 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 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.

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.

Item 6. Exhibits and Reports on Form 8-K

The Company did not file any reports on Form 8-K for the quarter ended June 25, 2004.

Exhibit Index


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.


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.


(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.

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: 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)

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