<PAGE>
 
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
 
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
 
                                      OR
 
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
 
                 FOR THE TRANSITION PERIOD FROM       TO
 
                        COMMISSION FILE NUMBER: 0-12177
 
                           DNAP HOLDING CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                                75-2632242
   (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)  
   
 
   6701 SAN PABLO AVENUE OAKLAND, CALIFORNIA            94608   
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE) 
   
    
                                (510) 547-2395
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
  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 [_] No [X]
 
  As of October 28, 1996, 18,370,640 shares of common stock, par value $0.01
per share, of DNAP Holding Corporation were outstanding.
 
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<PAGE>
 
                         PART I--FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                            DNAP HOLDING CORPORATION
                          (FORMERLY BIONOVA U.S. INC.)
 
                      UNAUDITED CONSOLIDATED BALANCE SHEET
 
                            THOUSANDS OF US DOLLARS
 
<TABLE>
<CAPTION>
                                                    SEPTEMBER 30, DECEMBER 31,
                                                        1996          1995
                                                    ------------- ------------
<S>                                                 <C>           <C>
                      ASSETS
Current assets:
Cash and cash equivalents..........................     14,490        1,580
Accounts receivable................................     16,404       25,444
Advances to growers................................     11,278        7,889
Inventories........................................     13,427       14,730
Other current assets...............................        850          142
                                                       -------      -------
    Total current assets...........................     56,449       49,785
                                                       -------      -------
Patents and trademarks.............................     14,800
Property, plant and equipment, net.................     29,026       25,983
Deferred income taxes..............................         39        3,281
Goodwill, net......................................     19,348        9,319
Other assets.......................................      1,018          758
                                                       -------      -------
    Total assets...................................    120,680       89,126
                                                       =======      =======
       LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term bank loans..............................     29,024       32,493
Current portion of long-term debt..................        158          610
Payables to growers................................      3,489        8,885
Accounts payable and accrued expenses..............     16,059       10,798
Deferred income taxes..............................        --         2,037
                                                       -------      -------
    Total current liabilities......................     48,730       54,823
                                                       -------      -------
Long-term debt.....................................     10,289       10,222
Long-term debt to related parties..................        392          293
Other..............................................        934           --
                                                       -------      -------
    Total liabilities..............................     60,345       65,338
                                                       -------      -------
Minority interest..................................      8,854        8,603
                                                       -------      -------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 5,000 shares
 authorized, no shares issued and outstanding......        --           --
Common stock, $.01 par value, 25,000,000 shares
 authorized, 18,370,640 issued and outstanding.....        184          --
Additional paid-in capital.........................     78,495          --
Contributed capital by parent company..............        --        27,848
Accumulated deficit................................    (27,306)     (12,434)
Unrealized gain....................................          6          --
Cumulative translation adjustment..................        102         (229)
                                                       -------      -------
                                                        51,481       15,185
                                                       -------      -------
    Total liabilities and stockholders' equity.....    120,680       89,126
                                                       =======      =======
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       2

<PAGE>
 

                            DNAP HOLDING CORPORATION
                          (FORMERLY BIONOVA U.S. INC.)
 
                 UNAUDITED CONSOLIDATED RESULTS OF OPERATIONS
 
                            THOUSANDS OF US DOLLARS
 
<TABLE>
<CAPTION>
                                          THREE MONTHS
                                              ENDED        NINE MONTHS ENDED
                                          SEPTEMBER 30,      SEPTEMBER 30,
                                         ----------------  ------------------
                                          1996     1995      1996      1995
                                         -------  -------  --------  --------
<S>                                      <C>      <C>      <C>       <C>
Total revenues..........................  31,944   29,980   136,245   139,612
                                         -------  -------  --------  --------
Cost of sales........................... (30,997) (27,069) (115,264) (120,403)
Selling and administrative expenses.....  (3,117)  (3,626)  (18,505)  (14,395)
Purchased research and development...... (12,900)     --    (12,900)      --
Amortization of goodwill................    (136)    (135)     (405)     (404)
                                         -------  -------  --------  --------
                                         (47,150) (30,830) (147,074) (135,202)
                                         -------  -------  --------  --------
Operating income (loss)................. (15,206)    (850)  (10,829)    4,410
Interest expense........................  (1,240)  (2,285)   (4,186)   (4,607)
Interest income.........................     150      971     1,100     2,021
Gain (loss) on sale of assets...........     136      --        136       --
Exchange gain (loss)--net...............    (898)     352      (308)     (129)
                                         -------  -------  --------  --------
Income (loss) before income tax......... (17,058)  (1,812)  (14,087)    1,695
Income tax (expense) benefit............     284      767    (1,026)     (984)
                                         -------  -------  --------  --------
Net income (loss) before minority
 interest............................... (16,774)  (1,045)  (15,113)      711
Minority interest in net loss (income)
 of subsidiaries........................   1,538      360       241      (713)
                                         -------  -------  --------  --------
Net income (loss)....................... (15,236)    (685)  (14,872)       (2)
                                         =======  =======  ========  ========
</TABLE>
 
 
          See accompanying notes to consolidated financial statements.
 
                                       3

<PAGE>
 
                            DNAP HOLDING CORPORATION
                          (FORMERLY BIONOVA U.S. INC.)
 
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
 
                            THOUSANDS OF US DOLLARS
 
<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                           ------------------
                                                             1996      1995
                                                           --------  --------
<S>                                                        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss..................................................  (14,872)       (2)
Items not affecting cash:
  Minority interest.......................................     (241)      713
  Depreciation............................................    1,248     1,897
  Amortization of goodwill................................      405       404
  Purchased research and development......................   12,900       --
  Deferred income taxes...................................      577       (47)
Net changes (exclusive of changes due to subsidiaries ac-
 quired):
  Accounts receivable and advances to growers.............    7,633   (18,104)
  Inventories.............................................    1,761       919
  Other assets............................................       42       (91)
  Accounts payable, accrued expenses, and payables to
   growers................................................   (2,534)    1,965
  Other...................................................    1,435       756
                                                           --------  --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.......    8,354   (11,590)
                                                           --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries--net of cash acquired.........      --     (2,026)
Amounts advanced to DNAP, net of cash provided 
 upon merger..............................................   (6,664)      --
Purchases of property, plant and equipment................   (3,721)   (1,629)
                                                           --------  --------
NET CASH USED IN INVESTING ACTIVITIES.....................  (10,385)   (3,655)
                                                           --------  --------
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments of) proceeds from bank loans..................   (3,857)   10,458
Amounts due to related parties............................      493     2,495
Investment by Bionova, S.A. de C.V. ......................   18,305       936
Investment by minority interests..........................      --        936
                                                           --------  --------
NET CASH PROVIDED (USED IN) FINANCING ACTIVITIES..........   14,941    14,825
                                                           --------  --------
Net increase (decrease) in cash and cash equivalents......   12,910      (420)
Cash at beginning of period...............................    1,580     2,540
                                                           --------  --------
Cash at end of period.....................................   14,490     2,120
                                                           ========  ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
 ACTIVITIES...............................................
Contribution of Bionova, S.A. de C.V. investment in
 subsidiaries for common stock............................   27,848       --
Patents and trademarks resulting from merger with DNA 
 Plant Technology Corporation.............................   14,800       --
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                       4

<PAGE>
 
                           DNAP HOLDING CORPORATION
                         (FORMERLY BIONOVA U.S. INC.)
 
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
                              SEPTEMBER 30, 1996
 
1. BASIS OF PRESENTATION
 
  DNAP Holding Corporation (the Company), a subsidiary of Bionova, S.A. de C.V.,
was formed on January 12, 1996 to be the holding company of the consolidated
group, which includes certain former subsidiaries of Bionova, S.A. de C.V. (the
Bionova Subsidiaries) and, after consummation of a merger effective September
26, 1996, DNA Plant Technology Corporation and its subsidiaries (DNAP). The
Bionova Subsidiaries consist of majority interests in Agricola Batiz, S.A. de
C.V., a Mexican company, and subsidiaries (ABSA) and International Produce
Holding Company, a Delaware corporation and subsidiaries (IPHC).

 Effective July 1, 1996 Bionova, S.A. de C.V. contributed its interests in the
Bionova Subsidiaries to the Company. The unaudited financial statements,
included herein, have been prepared giving retroactive effect of the
contribution of the Bionova Subsidiaries in a manner similar to a pooling of
interest (see note 3).
 
 The accompanying financial statements include the accounts of the Company,
the Bionova Subsidiaries and, effective September 26, 1996, DNAP. All
intercompany accounts and transactions are eliminated in consolidation.

 The unaudited financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission and should be read in conjunction with the combined financial
statements of the Bionova Subsidiaries and notes thereto for the year ended
December 31, 1995 contained in the Company's Registration Statement on Form S-4
(No. 333-09975). Certain information and footnote disclosure normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.

 In the opinion of the Company's management, the accompanying unaudited
financial statements contain adjustments, all of which are of a normal
recurring nature, necessary to present fairly the financial position of the 
Company as of September 30, 1996 and the results of its operations and its cash
flows for the three and nine months ended September 30, 1996 and 1995. Interim
financial information is not necessarily indicative of results for the full
year.
 
2. NET INVESTMENT IN THE BIONOVA SUBSIDIARIES AND CONTRIBUTIONS AND LOANS FROM
BIONOVA, S.A. DE C.V.
 
  At December 31, 1995 the net investment by Bionova S.A. de C.V. in the Bionova
Subsidiaries was $27.8 million.
 
  On January 26, 1996, the Company issued 25,000 common shares to Bionova, S.A.
de C.V. in exchange for a capital contribution of $25,000 and on January
26, 1996 the Company borrowed $5 million from Bionova, S.A. de C.V. under a
demand note agreement, at a fixed interest rate of 10.25%. 

 On July 1, 1996 Bionova, S.A. de C.V. transferred its interests in the
Bionova Subsidiaries to the Company and $5 million in cash in exchange for
270,922 common shares and acquired an additional 2,800 common shares of the
Company for $280,000 in cash on August 1, 1996. Additionally, Bionova,
S.A. de C.V. contributed the $5 million demand note in exchange for 50,000
common shares on August 2, 1996. 
 
 On August 5, 1996 Bionova, S.A. de C.V. contributed its shares of the Company's
common stock to its wholly-owned subsidiary, Bionova International, Inc.

                                       5

<PAGE>
 
                           DNAP HOLDING CORPORATION
                         (FORMERLY BIONOVA U.S. INC.)
 
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
3. DNAP MERGER
 
  On September 26, 1996, the merger of Bionova Acquisition, Inc., a wholly-owned
subsidiary of the Company, with and into DNAP (the "Merger") was approved by
DNAP stockholders and was consummated on that date. Upon consummation of the
merger, Bionova International, Inc. contributed an additional $8 million in cash
to the Company in exchange for 12,510,000 common shares. In connection with the
merger the name of the Company was changed to DNAP Holding Corporation.

 The value of the shares of the Company's common stock issued in the Merger was
determined based on the number of shares of DNAP's common stock and DNAP's $2.25
convertible exchangeable preferred stock outstanding at June 30, 1996 times
their respective closing prices on July 29, 1996.

<TABLE> 
<CAPTION> 
                                        Estimated
                                       outstanding     Closing  
                                         shares      share price   Value at
                                        June 30,      July 29,     July 29,
                                          1996          1996         1996
                                       -----------  ------------  ---------
                                       (thousands)               (thousands)
<S>                                    <C>          <C>           <C> 

DNAP common stock.....................     45,676    $   .531      $ 24,254
DNAP $2.25 convertible exchangeable 
preferred stock.......................      1,380       3.125         4,312    
                                                                   --------
                                                                     28,566
Plus:  Costs incurred by Bionova, 
  S.A. de C.V. associated with the 
  merger...............................                               4,000
                                                                   --------     
Total purchase price...................                            $ 32,566
                                                                   ========

</TABLE> 
 The purchase price has been allocated as of September 30, 1996 to the following
items based on a valuation of the intangibles by an independent appraiser.

<TABLE> 
<CAPTION> 
                                                                  (thousands)
<S>                                                                <C> 
Patents and trademarks.........................................    $ 14,800
Research and development.......................................      12,900
Goodwill.......................................................      10,471
Net liabilities of DNAP at historical value....................      (5,605)
                                                                   --------
                                                                   $ 32,566
                                                                   ========
</TABLE> 
Purchased research and development costs of $12.9 million were written off to 
results of operations for the nine-month period ended September 30, 1996.

 Proforma disclosure of the results of operations for the nine months ended
September 30, 1996 and 1995, as though the merger had occurred on January 1,
1995, is as follows:

<TABLE> 
<CAPTION>  
                         NINE MONTHS ENDED
                           SEPTEMBER 30,
                         ------------------
                         (thousands, except
                         per share amounts)
                           1996      1995
                         --------  --------
<S>                      <C>       <C>  
Revenues................  146,574   149,704
Net Loss(1).............  (24,973)  (10,477)
Loss per share..........    (1.37)    (0.61)
Proforma average common
 shares outstanding.....   18,220    17,067
</TABLE> 

(1) Includes $12.9 million write-off in 1996 of purchased research and
development costs.

4. INVENTORIES
 
  Inventories consist of the following:
 
<TABLE>
<CAPTION>
                                           SEPTEMBER 30, 1996 DECEMBER 31, 1995
                                           ------------------ -----------------
                                              (thousands)        (thousands)
<S>                                        <C>                <C>
Finished produce..........................      $   966           $  3,357
Growing crops.............................        6,811              8,436
Advances to suppliers.....................        1,073                718
Spare parts and materials.................        4,597              1,932
Merchandise in transit....................           37                387
                                                -------           --------
                                                 13,484             14,830
Allowance for slow moving inventory.......          (57)              (100)
                                                -------           --------
                                                $13,427           $ 14,730
                                                =======           ========
</TABLE>
 
 
                                       6

<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

THE COMPANY

    DNAP Holding Corporation (together with its consolidated subsidiaries,
unless the context requires otherwise, "DNAP Holding" or the "Company") was
formed in January 1996 and acts as a holding company for (i) Agricola Batiz,
S.A. de C.V., a corporation organized under the laws of the United Mexican
States, of which the Company owns 50.004% ("ABSA"), (ii) International Produce
Holding Company, a Delaware corporation, of which the Company owns 51% ("IPHC"),
and (iii) DNA Plant Technology Corporation, a Delaware corporation ("DNAP").
DNAP became a wholly-owned subsidiary of the Company on September 26, 1996, as a
result of the merger (the "Merger") of Bionova Acquisition, Inc., a Delaware
corporation that was a wholly-owned subsidiary of the Company, with and into
DNAP.

    ABSA engages in the business of growing fresh fruits and vegetables,
primarily tomatoes and peppers, in Mexico and exporting fresh produce to the
United States and other markets.  ABSA owns a 50.01% interest in Interfruver de
Mexico, S.A. de C.V., a corporation organized under the laws of the United
Mexican States ("Interfruver"), which engages in the business of marketing and
distributing fresh produce in Mexico, including fruits and vegetables produced
by ABSA.  IPHC is a holding company whose subsidiaries are in the business of
marketing and distributing fresh produce in the United States and Canada,
including fruits and vegetables produced by ABSA.  DNAP is an agribusiness
biotechnology company focused on the development and application of genetic
engineering and transformation technologies in plants and, together with its
subsidiaries (including FreshWorld Farms, Inc.), the development and marketing
of premium, differentiated, fresh and processed, branded fruits and vegetables.

RESULTS OF OPERATIONS

  Three Months ended September 30, 1996 Compared to Three Months ended 
   September 30, 1995

    Revenues for the third quarter increased by 7% versus the same period a year
ago.  This increase reflects increased sales volumes at Interfruver, partially
offset by lower production at ABSA.  Interfruver's sales volume increased due to
(i) the addition of new commodities to the products sold by Interfruver, (ii)
slightly higher prices due to improved brand name recognition and quality, and
(iii) additional sales to a major Mexican retailer.  ABSA's production decreased
due to the Company's decision to terminate  relationships with some of its
growers in 1996.  As a consequence of the decrease in production at ABSA, the
Company had less produce to market in the United States.

    Gross profit margins (sales less cost of sales) declined both in absolute
terms and as a percentage of sales during the third quarter of 1996 versus the
comparable period a year ago.  This decline was caused by the lower proportion
of produce sourced from ABSA, which historically has had higher margins than
produce sourced from outside of the Company, and the sale of some new products
which had a lower margin than the mix of products sold in 1995.

    Selling and administrative expenses during the third quarter of 1996
decreased by $.5 million versus the same period in 1995. The majority of this
reduction was attributable to reduced depreciation charges associated with the
Company's investment in vineyards in Mexico.

    During the third quarter of 1996 the Company wrote off $12.9 million of
purchased research and development costs resulting from the Merger. This one-
time charge reflects the value of in-process research and development programs
ongoing at DNAP at the time of the Merger, as estimated by an independent
appraiser, which was part of the purchase price in this transaction. These
product programs were considered in-process since the products being developed
were in various stages of development, have not been commercially introduced,
and require additional research and development before such products can be
produced and introduced to the marketplace. Accordingly, consistent with
generally accepted accounting principles, these costs must be charged off
immediately to current income.

    Interest expense decreased by $1.0 million, or 46%, during the third quarter
of 1996 versus the comparable quarter in 1995.  This decrease was due to a
decline in the average interest rate that the Company paid on its short-term
debt and a lower average level of debt outstanding during the quarter.  The
reduction in debt in the quarter was consistent with ABSA's reduction  in
growing operations during this time period.

    Interest income declined by $.8 million during the third quarter of 1996
compared to the third quarter of 1995.  The Company charges interest on loans
advanced to farmers (grower receivables) to support their growing activities
during the planting and harvesting seasons and continues to charge interest on
these advances until they are collected.  Because the volume of growing activity
was reduced during this quarter of 1996 versus the comparable quarter in 1995,
and because certain outstanding advances that accrued interest in 1995 were
deemed uncollectible in the fourth quarter of 1995 and therefore no longer
continued to accrue interest, the average level of grower receivables was  lower
in 1996 than in 1995.  This lower level of receivables, in conjunction with
lower interest rates in this quarter of 1996 versus the comparable quarter of
1995 caused the decline in interest income during the quarter.

    During the third quarter of 1996 the Company experienced a net foreign
exchange loss of $.9 million versus a foreign exchange gain of $.4 million
during the same quarter in 1995.  This change resulted from variations in the
peso/dollar exchange rate during this quarter and related adjustments, compared
to the variations experienced during the comparable quarter in 1995.

    The provision for income taxes for the third quarter was reduced from the 
provision made as of June 30 by $.3 million and $.8 million for the 1996 and
1995 tax years, respectively. The smaller reduction in the quarterly tax
provision in 1996 versus 1995 was due to the lower losses experienced by the
Company's distributing operations in the third quarter of 1996 compared to the
third quarter of 1995.

    During the third quarter of 1996 the share of losses allocable to minority
interests was $1.5 million as compared with $.4 million for the comparable
quarter in 1995.  These allocations are consistent  with the losses sustained by
the Company's majority-owned subsidiary companies during this quarter, in
particular ABSA, and resulted primarily from the grower decisions discussed
above and the typically lower sales rates that occur during  this season of the
year.


  Nine Months ended September 30, 1996 Compared to Nine Months ended 
    September 30, 1995

    Revenues for the first nine months ended September 30, 1996 declined by 2%
versus the same period a year ago.  This decline reflected the effect of lower
average realized prices of fresh produce sold in the United States during the
first six months of  the year and the reduction in ABSA's production during the
third quarter that resulted from the Company's decision to terminate
relationships with some of its growers in 1996.  As a consequence the Company
had less produce to market in the United States.  These factors were partially
offset by increased revenues at Interfruver during the nine months ended
September 30, 1996 for the reasons discussed above.

    While gross profit margins (sales less cost of sales) declined in the third
quarter of 1996 versus the comparable quarter in 1995, they continued to remain
higher for the nine months ended September 30, 1996 versus 1995, both in
absolute terms and as a percentage of sales.  Higher amounts of acreage
cultivated, greater production and distribution of independent growers'
products, and the impact of the dollar's value against the Mexican peso resulted
in a lower cost of sales during the first half of 1996 as compared with 1995,
which more than offset the third quarter results.

    Selling and administrative expenses for the nine month period ended
September 30, 1996 increased by $4.1 million versus the same period in 1995. The
most significant factor that accounted for the increase during the nine months
ended September 30, 1996 was $3.6 million of higher distribution costs, which
were caused by the higher volumes shipped during this time period and higher
unit freight costs in Mexico resulting from the high level of inflation during
the year. Selling and administrative expenses also were impacted in the nine
months ended September 30, 1996 by the start up of a new farming operation in
Baja California and higher costs across the Company's wholesaling and
distributing companies, consistent with efforts to grow these businesses and the
impact of inflation on the Mexican distributing company's costs.

    During the third quarter of 1996 the Company wrote off $12.9 million of
purchased research and development costs resulting from the Merger. This one-
time charge reflects the value of in-process research and development programs
ongoing at DNAP at the time of the Merger, as estimated by an independent
appraiser, which was part of the purchase price in this transaction. These
product programs were considered in-process since the products being developed
were in various stages of development, have not been commercially introduced,
and require additional research and development before such products can be
produced and introduced to the marketplace. Accordingly, consistent with
generally accepted accounting principles, these costs must be charged off
immediately to current income.

    Interest expense for the nine months ended September 30, 1996 declined by
$.4 million as compared with the same period in 1995. This decline resulted from
a reduction in the average interest rate (primarily during the third quarter)
that the Company paid on its short-term debt and the lower average level of debt
outstanding during the third quarter. During the first half of the year interest
expense was higher in 1996 as compared with 1995 due to higher borrowing during
the first quarter to finance the growth of the business.

    Interest income declined by $.9 million during the nine months ended
September 30, 1996 as compared with the same period in 1995. This decline
occurred primarily during the third quarter and was due to the lower level of
grower receivables on which the Company collected interest in 1996 versus the
comparable period of 1995.

    During the first nine months of  1996 the Company experienced a net foreign
exchange loss of $.3 million versus a foreign exchange loss of $.1 million
during the same period in 1995.  This change resulted from variations in the
peso/dollar exchange rate during this period and related adjustments, compared
to the variations experienced during the comparable period in 1995.

    The provision for income taxes for the nine months ended September 30, 1996
was $1.0 million, which was comparable to the provision recorded for the same
period in 1995. While the Company had a pretax loss for the nine months ended
September 30, 1996 and pretax income during the nine months ended September 30,
1995, the majority of this change was due to ABSA's pretax gains and losses in 
the respective periods. The Company currently does not pay any taxes on ABSA's
income due to tax loss carry forwards. Pretax income from the Company's
distributing subsidiaries was substantially similar during the nine months ended
September 30, 1996 and 1995.

    The allocation of losses to minority interests for the nine months ended
September 30, 1996 was $0.2 million as compared with an allocation of profits of
$.7 million in the comparable period in 1995.   The 1996 allocation of losses
and the 1995 allocation of profits are consistent with the minority interest
positions held across the operating subsidiaries of the Company.

LIQUIDITY AND CAPITAL RESOURCES

    For the nine months ended September 30, 1996 the Company generated $8.4
million in cash from operations, which resulted primarily from a reduction in
working capital. The reduction in working capital is consistent with the
seasonality of the business, because accounts receivable and inventories are
typically lower at September 30 when the growing activities are just beginning
to expand, and liabilities are correspondingly increasing, as compared with
December 31.

    During this same period the Company made capital investments of $3.7 million
in property, plant, and equipment. The majority of these investments were made
to expand farming activities in Mexico, in particular, the new farming operation
in Baja California which became one of the sources of produce sold by the
Company in the second quarter of 1996 and is expected to be a source of produce
sales by the Company in the future.

    The Company made a net investment of $6.7 million in DNAP during the first 
nine months of 1996. The Company advanced $10.5 million to DNAP prior to the
Merger of DNAP with a subsidiary of the Company, and DNAP provided $3.8 million
of cash at September 26, 1996, the date of the Merger.

    The Company used cash to pay down bank loans in the amount of  $3.9 million.

    Cash provided by financing activities during the first nine months of 1996
was $18.8 million. The great majority of this cash, $18.3 million, was received
in the form of capital contributions by Bionova S.A. de C.V. in connection with
the Merger.

    Because of the capital contributions made to the Company in connection with
the Merger, the Company's working capital deficit positions as of December 31,
1995 and June 30, 1996 of $5.0 million and $10.1 million, respectively, were
reversed, and the Company's working capital position as of September 30, 1996
was positive $7.7 million. As of September 30, 1996 the Company's cash position
was $14.5 million versus $1.6 million on December 31, 1995.

    The Company previously had indicated its intention to use a portion of the
cash contributed to the Company in connection with the Merger to fund working
capital and  enable the Company to move ahead on its planned acquisition
strategy.  On October 18, 1996 the Company announced it had acquired a
controlling interest in Rijnhout Food Group B.V., a Holland-based holding
company with interests in fresh produce distribution in Europe, the Middle East,
and the Far East. Pursuant to the terms of the transaction, IPHC will pay $1.5
million in connection with the closing and, additionally, could be required to
pay up to $.5 million per year for the next four years depending on the
financial performance of the acquired company.

    The Company believes its existing cash, its available borrowing capacity and
funds generated from operations will be sufficient to meet its operating and
capital expenditure requirements for at least the next twelve months.

                                      -7-

<PAGE>
 
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

    This report on Form 10-Q includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  All statements other
than statements of historical facts included in this Form 10-Q, including
without limitation statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and under "Notes to
Unaudited Consolidated Financial Statements" located elsewhere herein regarding
the Company's financial position, business strategy, plans and objectives of
management of the Company for future operations, and industry conditions, are
forward-looking statements.  Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct.  In addition to
important factors described elsewhere in this report, the following significant
factors, among others, sometimes have affected, and in the future could affect,
the Company's actual results and could cause such results during the remainder
of 1996, and beyond, to differ materially from those expressed in any forward-
looking statements made by or on behalf of the Company:

    MANAGEMENT INFORMATION SYSTEMS AND CONTROLS.  The Company's business is
undergoing rapid growth.  As a result of this rapid growth, significant strains
have been placed on the management, operations and financial resources of the
Company's subsidiaries.  The realization of the business strategy for the
Company and its subsidiaries will be dependent upon, among other things, the
ability of the Company to adapt management information systems and controls and
to hire, train and retain qualified employees to allow the operations thereof to
be effectively managed.  The geographic separation of the operations of the
Company's subsidiaries and their traditionally decentralized, family-based
management teams exacerbate these issues.

    HISTORICAL LOSSES AND ACCUMULATED DEFICITS.  IPHC and ABSA sustained losses
in 1993, 1994 and 1995.  DNAP sustained losses in each year since its
incorporation in 1981.  There is no assurance that some of the factors that
caused these historical losses will not be present in future periods or that the
Company will be profitable in the future.

    POSSIBLE NEED FOR ADDITIONAL FINANCING.  The projected cash flows from
operations and existing capital resources of the Company, including existing
credit lines, may not be sufficient to permit the Company to pursue proposed
business strategies to acquire additional producers, distributors or marketers
and related businesses. Therefore, the ability to pursue such acquisitions may
be dependent upon the Company's ability to obtain additional capital, which
could result in the incurrence of additional debt or potentially dilutive
issuances of additional equity securities. There can be no assurance that the
Company will be successful in obtaining such capital and, as a result, may be
restricted in its pursuit of its future growth and acquisition strategies.

    GOVERNMENTAL AND ECONOMIC RISKS ASSOCIATED WITH FOREIGN OPERATIONS.  Nearly
all of the growing and approximately 25% of the Company's sales occur in Mexico.
Foreign operations such as those conducted by the Company, especially in
countries with volatile economies, are subject to political and economic risks,
including political instability, currency

                                      -8-

<PAGE>
 
controls, currency devaluations, exchange rate fluctuations, increased credit
risks, inflation, foreign tax laws, changes in import/export or other
regulations and tariff and freight rates.  Political and other factors beyond
the Company's control, including without limitation those factors discussed
below, could have a materially adverse effect on the Company's operations.

        Currency Fluctuations and Inflation.  The currency exchange rates in
Mexico have historically been volatile.  For example, in December 1994, the
Mexican government announced its intention to float the Mexican peso against the
United States dollar and, as a result, the peso devalued over 40% relative to
the dollar during that month.  Such exchange rate fluctuations impact the
business of the Company's subsidiaries.  If the value of the peso decreases
relative to the value of the dollar, then (i) imports of Chilean and other
produce into Mexico for distribution by the Company's subsidiaries become more
expensive in peso terms and therefore more difficult to sell in the Mexican
market and (ii) inflation that generally accompanies reductions in the value of
the peso reduces the purchasing power of Mexican consumers, which reduces the
demand for all products including produce and, in particular, imported, branded
or other premium-quality produce.  Conversely, if the value of the peso
increases relative to the value of the dollar, Mexican production costs increase
in dollar terms, which results in lower margins or higher prices with respect to
produce grown in Mexico and sold in the United States and Canada.

        Interest Rates.  Historically, interest rates in Mexico have been
volatile, particularly in times of economic unrest and uncertainty.  High
interest rates restrict the availability and raise the cost of capital for the
Company's subsidiaries that are Mexican companies and for growers and other
Mexican parties with whom they do business, both for borrowings denominated in
pesos and for borrowings denominated in dollars.  Costs of operations for these
Mexican entities are higher as a result.

        Trade Sanctions.  Notwithstanding the enactment of the North American
Free Trade Agreement, Mexico and the United States from time to time are
involved in trade disputes.  On occasion, the United States has imposed tariffs,
quotas, and importation bans on products produced in Mexico.  Such actions, if
taken, could subject the Company to an additional financial burden, some or all
of which may not be able to be passed on to consumers.

    AGRIBUSINESS RISKS.  A variety of risks are inherent in the agribusiness
industry, including, without limitation, the following:

        Supply and Demand.  The fresh produce business is particularly sensitive
to fluctuations in supply and demand.  When the supply of produce in the market
exceeds the demand for such products, the market price for fresh produce may be
driven down significantly, in some instances below the cost of harvesting and
packing.  In such situations it may be uneconomical to harvest a crop, resulting
in a total loss of the costs incurred in growing such crop.  Even when market
prices are sufficient to permit recovery of direct harvesting and packing costs,
prices may not be high enough to permit recovery of growing costs and/or
overhead and other indirect costs.  In addition, oversupply can affect the
prices obtained for premium quality produce.  Oversupply can result from, among
other reasons, an increase in the number of growers, an increase in the acreage
allocated by growers to a particular crop,

                                      -9-

<PAGE>
 
unusually favorable growing conditions or increased supply from foreign
competitors (which could be caused by a variety of economic and climatic factors
in such competitors' home countries).

        Limited Barriers to Entry.  The relatively low capital requirements for
farming and produce distribution permit relatively easy entrance into the fresh
produce business, which in turn can result in oversupply.

        Weather.  Weather conditions greatly affect the amount of fresh produce
that is brought to market, and, accordingly, the prices received for such
produce.  Storms, frosts, droughts, and particularly floods, can destroy a crop
and less severe weather conditions, such as excess precipitation, cold weather
and heat, can kill or damage significant portions of a crop, rendering much of
it unpackable and unsalable.  Conversely, unusually favorable weather conditions
can result in oversupply that drives down the prices realized by producers,
including ABSA.

        Crop Disease and Pestilence.  Crop disease and pestilence can be
unpredictable and can have a devastating effect on crops, rendering them
unsalable and resulting in the loss of all or a portion of the crop for that
harvest season.  Even when only a portion of the crop is damaged, the profits a
grower could have made on the crop will be severely affected because the costs
to plant and cultivate the entire crop will have been incurred although only a
portion of it can be sold.

        Labor Shortages and Union Activity.  The production of fresh produce is
heavily dependent upon the availability of a large labor force to harvest crops.
The turnover rate among the labor force is high due to the strenuous work, long
hours, necessary relocation and relatively low pay.  To the extent it becomes
necessary to pay more to attract labor to farm work, labor costs can be expected
to increase.

        The Mexican farm work force retained by ABSA is unionized.  If the union
attempted to disrupt production and were successful on a large scale, labor
costs would likely increase and there could be work stoppages, which would be
particularly damaging in an industry where harvesting crops at peak times and
getting them to market on a timely basis is critical.

        The majority of fresh produce is shipped by truck.  In Mexico, truck
deliveries are sometimes less reliable than in the United States due to, among
other factors, the unreliability of some Mexican trucking companies and drivers
to make deliveries on schedule, poorer quality and maintenance of the trucks
used by Mexican trucking companies and poor road conditions in some areas.  In
the United States and in Mexico, the trucking industry is largely unionized and
therefore susceptible to labor disturbances.  Delivery delays caused by labor
disturbances in the trucking industry or any other reason limit the ability to
get fresh produce to market before it spoils.

        Availability of Supply.  To pursue its goal of providing year-round
fresh produce supply, ABSA diversified its growing operations to several regions
of Mexico, including regions

                                      -10-

<PAGE>
 
where ABSA does not have significant land holdings.  Consequently, ABSA
increasingly relies on agricultural land leased from others and production
associations with other growers.  If the other parties to these leases and other
arrangements were to choose not to renew their agreements with ABSA, ABSA would
be required to locate alternate sources of supply and/or land or, in some cases,
to pay increased rents for land.  In addition to increased rental rates,
increases in land costs could result from increases in water charges, property
taxes and related expenses.

    DEPENDENCE ON ONE SUPPLIER.  One grower in Baja California, Santa Cruz
Empacadora, S. de R.L. de C.V., accounted in 1995 for approximately 10% of the
combined sales of the Company's subsidiaries (excluding DNAP).  ABSA has entered
into one-year production association agreements with this grower for each of the
past two years and expects to continue to do so, but there can be no assurance
that the grower will continue to be willing to enter into such agreements with
ABSA on terms satisfactory to ABSA.

    GOVERNMENTAL REGULATION.  The U.S. activities of the Company's subsidiaries
are subject to extensive regulation by the Food and Drug Administration, the
United States Department of Agriculture, and other federal and state regulatory
agencies in the United States.  Similarly, the Mexican activities of the
Company's subsidiaries are subject to extensive regulation by the Secretaria de
Agricultura, Ganaderia y Desarrollo Rural, the Secretaria de Salud, and other
federal and state regulatory agencies in Mexico.  Also, certain of the Company's
products may require regulatory approval or notification in the United States or
in other countries in which they are tested, used or sold.  The regulatory
process may delay research, development, production, or marketing and require
more costly and time-consuming procedures, and there can be no assurance that
requisite regulatory approvals or registration of certain of its current or
future genetically engineered products will be granted on a timely basis.

    PRODUCT LIABILITY.    Certain of the products being marketed and developed
by the Company entail a risk of product liability.  While the Company has taken
what it believes are adequate precautions, there can be no assurance that it
will avoid significant product liability exposure.

    NUMEROUS COMPETITORS.  The fresh produce industry in general, and the tomato
industry in particular, are characterized by a large number of competitors at
both the production and distribution levels.  In the past some of these
competitors have sought to limit the importation of Mexican-grown tomatoes and
peppers into the United States.  DNAP is one of many companies engaged in
research and product development activities based on agricultural biotechnology.
Competitors include specialized biotechnology firms, as well as major
pharmaceutical, food and chemical companies, many of which have substantial
financial, technical and marketing resources.

    MARKETING OF PREMIUM QUALITY PRODUCE.  The Company's subsidiaries are
currently producing and distributing premium quality fresh fruits and
vegetables.  The success of these and future products depends on many variables,
including the ability to produce and make available to the market consistent,
premium quality fruits and vegetables on a year-round basis,

                                      -11-

<PAGE>
 
consumers' willingness to pay higher prices for premium quality fruits and
vegetables, and retailers' willingness to carry such fruits and vegetables.

    NO ASSURANCE OF COMMERCIAL SUCCESS OF PRODUCTS BEING DEVELOPED AND MARKETED.
Marketing of several products currently developed by DNAP is in the early
stages, and there can be no assurance that any of these products will be
successful or will produce significant revenues or profits.  In addition, a
number of DNAP's product development projects are in the early stages, and there
can be no assurance that these projects will be successful or that any resulting
products will be commercially successful or profitable.  In particular, although
DNAP has produced and sold a limited amount of its products, there can be no
assurance that it will be able to produce or market such products on a larger
scale.

    NO ASSURANCE OF PUBLIC ACCEPTANCE OF GENETICALLY ENGINEERED PRODUCTS.
DNAP's second generation products are being developed through the use of genetic
engineering.  The commercial success of these products will depend in part on
public acceptance of the cultivation and consumption of genetically engineered
products.  There can be no assurance that such products will gain sufficient
public acceptance to be profitable, even if such products obtain the required
regulatory approvals.

    POSSIBLE LOSS OF SHORT TERM RESEARCH CONTRACTS.  A portion of DNAP's
revenues is earned by conducting scientific research projects for third parties.
Some of those third parties may be less likely to retain DNAP to conduct such
research now that DNAP is a part of a larger group of companies with interests
in some of the same fields as the third parties that typically retain DNAP to
conduct such research.  There can be no assurance that third parties will
continue to retain DNAP to conduct scientific research in the future.

    POSSIBLE DEVELOPMENT OF SUPERIOR TECHNOLOGY BY COMPETITORS.  The application
of recombinant DNA and related technologies to plants is complex and subject to
rapid change.  A number of companies are engaged in research related to plant
biotechnology, including companies that rely on the use of recombinant DNA as a
principal scientific strategy and companies that rely on other technologies.
Technological advances by others could render the Company's products less
competitive.  Some of these companies, as well as competitors that supply non-
genetically-engineered products, have substantial resources.

    PROPRIETARY PROTECTION.  The Company's success will depend, in part, on its
ability to obtain patents, maintain trade secret protection, and conduct its
business without infringing the proprietary rights of others.  There can be no
assurance that others will not develop competing technologies and market
competing products or that DNAP will be able to enforce the patents which it
currently possesses or will be able otherwise to obtain or enforce any patents
for which it has filed an application.  DNAP also relies upon unpatented
proprietary and trade secret technology.

    All subsequent written and oral forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this section and otherwise in
this report.

                                      -12-

<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     ABSA owns one hundred hectares (approximately 247 acres) of rural land in
the state of Sinaloa, Mexico which is the subject of a judicial proceeding
pending in Mexico. The proceeding arose from a petition presented on September
1, 1964, by a group of campesinos from the town of "La Eureka," Municipality of
Culiacan, Sinaloa, to the Governor of the state of Sinaloa. The petition
asserted that a previous owner of the subject land, Miguel Angel Suarez, owned
rural land in excess of the maximum that was then allowed by law and that
therefore the land rightfully belonged to the petitioners. A trial on this
matter was instituted on August 4, 1993, in the Tribunal Superior Agrario in
Sinaloa. In its judicial determination published in the Mexican Diario Oficial
de la Federacion on September 25, 1996, the court upheld the petition and
ordered the land turned over to the petitioners. The court also ruled that the
transfer of the property to Olga Elena Batiz Esquer on June 2, 1990 was null and
void, which would mean that the transfer of the land by Ms. Batiz to ABSA in
1993 was ineffective. On October 23, 1996, Ms. Batiz, who was a party to the
trial court proceeding, filed an "amparo" before the Tribunal Colegiado del
Primer Circuito en Materia Administrativa in Mexico City challenging the
judicial determination based on alleged violations of her constitutional rights
and procedural and substantive errors in the trial court proceedings. If ABSA is
ultimately required to transfer the subject land, which constitutes
approximately 9% of the total land owned by ABSA, Mexican law gives ABSA
indemnification rights against Ms. Batiz.

    The Company is also subject to the legal proceedings described in its report
on Form 10-Q for the quarter ended June 30, 1996.

ITEM 5. OTHER INFORMATION

CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST

    Seventy percent of the outstanding shares of common stock of the Company are
owned of record by Bionova International, Inc., an indirect wholly-owned
subsidiary of Empresas La Moderna, S.A. de C.V., a corporation organized under
the laws of the United Mexican States ("ELM").  Pursuant to a Governance
Agreement dated as of September 26, 1996, between ELM and the Company, ELM
(together with its affiliates) may acquire additional shares of common stock of
the Company so long as their aggregate beneficial ownership of the Company's
common stock does not exceed 80.1%, subject to applicable law.  Also, pursuant
to the Governance Agreement, ELM has the power to elect a majority of the
Company's board of directors and to determine the outcome of any action
requiring the approval of the holders of the Company's common stock.  This
ownership and management structure will inhibit the taking of any action by the
Company which is not acceptable to the controlling stockholder.

    Certain of the Company's directors and executive officers are also currently
serving as board members or executive officers of ELM or companies related to
ELM and it is expected that each will continue to do so.  Such management
interrelationships and intercorporate relationships may lead to possible
conflicts of interest.

    The Company and other entities that may be deemed to be controlled by or
affiliated with ELM sometimes engage in (i) intercorporate transactions such as
guarantees, management and expense sharing arrangements, shared fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account and sales, leases and exchanges of assets, including securities
issued by both related and unrelated parties and (ii) common investment and
acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties.  The
Company continuously considers, reviews and evaluates and understands that ELM
and related entities consider, review and evaluate transactions of the type
described above.  Depending upon the business, tax and other objectives then
relevant, it is possible that the Company might be a party to one or more of
such transactions in the future in addition to those currently in force, such as
the Long Term Funded Research Agreement dated September 26, 1996 between ELM and
DNAP.  In connection with these activities the Company might consider issuing
additional equity securities or incurring additional indebtedness.  The
Company's acquisition activities may in the future include participation in the
acquisition or restructuring activities conducted by other companies that may be
deemed to be controlled by ELM.

                                      -13-

<PAGE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
    --------

    2.1*        Agreement and Plan of Merger dated as of January 26, 1996, among
                ELM, Bionova, S.A. de C.V., Bionova U.S. Inc., Bionova
                Acquisition, Inc., and DNA Plant Technology Corporation

    2.2*        Amendment No. 1 to Agreement and Plan of Merger dated as of May
                16, 1996

    2.3*        Amendment No. 2 to Agreement and Plan of Merger dated as of July
                30, 1996

    3.1*        Certificate of Incorporation of the Company

    3.2**       Certificate of Amendment to the Certificate of Incorporation of
                the Company

    3.3*        Bylaws of the Company

    10.1*       Loan Agreement dated as of January 26, 1996, between the Company
                and DNAP

    10.2*       Assignment of Patents dated January 26, 1996, between the
                Company and DNAP

    10.3*       Sole Patent License Agreement dated as of January 26, 1996,
                between the Company and DNAP

    10.4*       Non-Exclusive Patent License Agreement dated as of January 26,
                1996, between the Company and DNAP

    10.5*       Promissory Note made January 26, 1996, by DNAP in favor of the
                Company

    10.6***     Governance Agreement dated as of September 26, 1996, between ELM
                and the Company

    10.7***     Long-Term Funded Research Agreement dated as of September 26,
                1996, between ELM and DNAP

    10.8        Stock Purchase Agreement dated October 18, 1996, between
                International Produce Holding Company and Houdstermaatschappij
                C.J. Rijnhout B.V.

    27.1        Financial Data Schedule

________________________

      *         Filed as an exhibit to the Company's Registration Statement on
                Form S-4 (No. 333-09975) and incorporated herein by reference.

                                      -14-

<PAGE>
 
     **         Filed as an exhibit to the Company's quarterly report on Form 
                10-Q for the quarterly period ended June 30, 1996 and
                incorporated herein by reference.

    ***         Filed as an exhibit to the Company's current report on Form 8-K
                dated September 26, 1996 and incorporated herein by reference.

(b) Reports on Form 8-K
    -------------------

    On October 11, 1996, the Company filed a report on Form 8-K dated September
    26, 1996 relating to the acquisition of DNAP by means of a merger of DNAP
    with Bionova Acquisition, Inc., which was a wholly-owned subsidiary of the
    Company (the "Acquisition").  The following financial statements were filed
    with or incorporated by reference in such Form 8-K:

        Audited consolidated financial statements and schedule of DNA Plant
        Technology Corporation and Subsidiaries, consisting of:

            Consolidated balance sheets at December 31, 1995 and 1994

            Consolidated statements of operations for the years ended December
                31, 1995, 1994 and 1993

            Consolidated statements of cash flows for the years ended December
                31, 1995, 1994 and 1993

            Consolidated statements of stockholders' equity for the years ended
                December 31, 1995, 1994 and 1993

            Notes to consolidated financial statements

            Schedule II: Valuation and qualifying account for the years ended
                December 31, 1995, 1994 and 1993

        Unaudited consolidated financial statements of DNA Plant Technology
        Corporation and Subsidiaries, consisting of:

            Unaudited consolidated balance sheets at June 30, 1996 and December
                31, 1995.

            Unaudited consolidated statements of operations for the three and
                six months ended June 30, 1996 and 1995.

            Unaudited consolidated statements of cash flows for the six months
                ended June 30, 1996 and 1995.

            Notes to unaudited consolidated financial statements.

                                      -15-

<PAGE>
 
    On November 6, 1996, the Company filed a report on Form 8-K/A dated
    September 26, 1996 relating to the Acquisition.  The following financial
    statements were filed with such Form 8-K/A:

        Unaudited pro forma condensed combined financial information of DNAP
        Holding Corporation and its subsidiaries, consisting of:

            Unaudited pro forma condensed combined balance sheet as of June 30,
            1996

            Unaudited pro forma condensed combined income statement for the year
            ended December 31, 1995

            Unaudited pro forma condensed combined income statement for the six
            months ended June 30, 1996

            Notes to unaudited pro forma condensed combined financial statements

                                      -16-

<PAGE>
 
                                  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.


                                DNAP HOLDING CORPORATION



Date:  November 14, 1996        By:  /s/ ARTHUR H. FINNEL
                                    -------------------------------------------
                                     Arthur H. Finnel,
                                     Treasurer and Chief Financial Officer

                                      -17-

<PAGE>
 
                               INDEX TO EXHIBITS

    2.1*        Agreement and Plan of Merger dated as of January 26, 1996, among
                ELM, Bionova, S.A. de C.V., Bionova U.S. Inc., Bionova
                Acquisition, Inc., and DNA Plant Technology Corporation

    2.2*        Amendment No. 1 to Agreement and Plan of Merger dated as of May
                16, 1996

    2.3*        Amendment No. 2 to Agreement and Plan of Merger dated as of July
                30, 1996

    3.1*        Certificate of Incorporation of the Company

    3.2**       Certificate of Amendment to the Certificate of Incorporation of
                the Company

    3.3*        Bylaws of the Company

    10.1*       Loan Agreement dated as of January 26, 1996, between the Company
                and DNAP

    10.2*       Assignment of Patents dated January 26, 1996, between the
                Company and DNAP

    10.3*       Sole Patent License Agreement dated as of January 26, 1996,
                between the Company and DNAP

    10.4*       Non-Exclusive Patent License Agreement dated as of January 26,
                1996, between the Company and DNAP

    10.5*       Promissory Note made January 26, 1996, by DNAP in favor of the
                Company

    10.6***     Governance Agreement dated as of September 26, 1996, between ELM
                and the Company

    10.7***     Long-Term Funded Research Agreement dated as of September 26,
                1996, between ELM and DNAP

    10.8        Stock Purchase Agreement dated October 18, 1996, between
                International Produce Holding Company and Houdstermaatschappij
                C.J. Rijnhout B.V.

    27.1        Financial Data Schedule

________________________

       *        Filed as an exhibit to the Company's Registration Statement on
                Form S-4 (No. 333-09975) and incorporated herein by reference.

                                      -18-

<PAGE>
 
      **        Filed as an exhibit to the Company's quarterly report on Form 
                10-Q for the quarterly period ended June 30, 1996 and
                incorporated herein by reference.

     ***        Filed as an exhibit to the Company's current report on Form 8-K
                dated September 26, 1996 and incorporated herein by reference.

                                      -19-