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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K/A



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|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                         
|[X]        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934    
|           |  |                                                                                         
|           |  | For the fiscal year ended September 30, 2002                                            
|           |  |                                                                                         
|           |  | 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 0-26519

SEMINIS, INC.

(Exact Name of Registrant as Specified in its Charter)


|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or Other Jurisdiction of Incorporation or Organization)          |  | 36-0769130
(I.R.S. Employer Identification No.)
|                                                                                 |  |                                                
|2700 Camino del Sol, Oxnard, California
(Address of Principal Executive Offices) |  | 93030-7967
(Zip Code)                          

(805) 647-1572
(Registrants telephone number, including area code)

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

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|                    |  |                                          
|None                |  | None                                     

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

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

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

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

The aggregate market value of the voting stock held by non-affiliates of
Seminis, Inc. as of December 17, 2002 was approximately $47.8 million.

The number of shares outstanding of the registrants Class A Common Stock, par
value $0.01 per share and Class B Common Stock, par value $0.01 per share, as
of January 24, 2003 was 18,944,461 and 45,142,508 shares, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None



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This Amendment No. 1 to the Annual Report on Form 10-K of Seminis, Inc. (the
Company) amends and restates in their entirety Items 10, 11, 12 and 13 of
Part III of the Annual Report on Form 10-K of the Company filed with the
Securities and Exchange Commission on January 14, 2003 (the Form 10-K).
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to such terms in the Form 10-K.

PART III

Item 10.Directors and Executive Officers of the Registrant

Directors with Terms Expiring in 2003

Bernardo Jimenez Barrera, age 48, has been a Director of Seminis since October
1995. He has also been a Director of Savia and Chief Financial Officer of
Savia since April 2000 and Chairman of the Board and Chief Executive Officer of
Bionova since October 1996.

Dr. Peter Davis, age 58, is President of the Family Business Group Inc., a
consulting firm specializing in strategy for closely-held corporations. He is
also a member of the Board of Directors of Mendel Biotechnology
Inc., Kosan Biosciences Inc., Lutron Electronics Inc., C.H. Werfen
(Switzerland) and CELSA S.A.(Spain). From 1994 to 2000, Dr. Davis served as an
independent consultant on mergers, acquisitions and start-ups of biotech
companies involved in human health and agriculture. From 1975 to 1993, Dr.
Davis was a member of the faculty and staff of the Wharton School of the
University of Pennsylvania. From 1980 to 1985, Dr. Davis was Director of
Whartons Applied Research Center, and from 1985 to 1988, he served as Director
of Executive Education. Dr. Davis has a Ph.D. in Operations Research from the
Wharton School, a M.Sc. in Operations Research from the London School of
Economics and a M.A. in Physics from Cambridge University.

Dr. Roger Beachy, age 57, has been a Director of Seminis since May 2000. He
has been the President and Director of Donald Danforth Plant Science Center
since January 1999; has been an Adjunct Professor of the Department of Biology
of the Peking University, Beijing, China since 1994; and was Professor and
Scripps Family Chair Head, Division of Plant Biology and Co-Director,
International Laboratory for Tropical Agricultural Biotechnology, The Scripps
Research Institute, La Jolla, California, from June 1991 to January 1999. Dr.
Beachy is also a director of Midwest Bank Centre.

Dr. Eli Shlifer, age 71, has been a Director of Seminis since January 1997. He
is self-employed and has been a consultant for Pulsar for more than five years.
Dr. Shlifer is a Director of Bionova.

Directors with Terms Expiring in 2004

Frank J. Pipp, age 76, has been a Director of Seminis since December 1995.
He was a former consultant and Group Vice President of Xerox Corporation; is currently a
Director of Advanced Hi-Tech, Inc., Optical Dynamics, Corp. and Nypro, Inc.

Christopher J. Steffen, age 60, has been a Director of Seminis since January
1997. He has been a business consultant since December 1996 and he was the
Vice Chairman and a director of Citicorp, N.A., predecessor to CitiGroup, N.A.
and its principal subsidiary, Citibank, N.A., from May 1993 to December 1996.

Adrian Rodriguez Macedo, age 52, has been a Director of Seminis since January
2001. He has been the Managing Director of Monterrey Capital Partners, an
investment fund, since September 2000 and the Chairman of Vectodivisas, a money
exchange office, since 1994.

Mateo Mazal Beja, age 51, has been a Director of Seminis since January 2002.
He has also been a Director of Savia since 1985; was the Corporate Director of
Marketing of Savia from 1995 to 2001, and has been the Corporate Director of
Marketing and Human Resources of Savia since 2001.

Directors with terms expiring in 2005

Alfonso Romo Garza, age 51, has been the Chairman of the Board of Seminis since
October 1995 and Chief Executive Officer of Seminis since January 1, 2000. Mr.
Romo has been Chairman of the Board of Pulsar Internacional, S.A. de C.V., a
private holding company and an affiliate of Seminis, since 1984. Mr. Romo has
also been the Chairman of the Board and Chief Executive Officer of Savia, a
holding company and our majority stockholder, since 1988, and the Chairman of
the Board of Seguros Comercial America,

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S.A. de C.V., since 1989. Mr. Romo is also a director of Cementos Mexicanos,
S.A. de C.V. and Gruma S.A. de C.V.

Jose Manuel Garcia Garcia, age 50, has been a director of Seminis since January
2001. He is also a Director of Savia and was Chief Operating Officer of
Savias Packaging Division from 1989 to 2001. Mr. Garcia has been the Director
of Special Development at Savia since 2001.

Eugenio Najera Solorzano, age 54, has been a Director of Seminis since May
1998. Mr. Najera has been President and Chief Operating Officer of Seminis
since August 2000. Mr. Najera was in charge of new business development at
Savia from August 1997 to July 2000. From November 1992 to September 1997, Mr.
Najera was Chief Operating Officer of Cigarrera La Moderna, S.A. de C.V., a
manufacturer and distributor of cigarettes. Mr. Najera is a director of Savia.

Eugenio Garza Herrera, age 45, is the Chairman of the Board and Chief Executive
Officer of Xignux, a private group of companies specializing in manufacturing
and distribution of electrical, automotive, metal works, chemical and food
products. Mr. Garza is also Chairman of the Board of Xignux Yazaki, Grupo
Primex, Qualtia Alimentos (a joint venture with Sara Lee Corporation),
Prolec-GE (a joint venture with General Electric Company) and Tisamatic
Internacional (a joint venture with Auburn Foundry, Inc.). Mr. Garza also
serves on the Boards of Directors of ING Mexico, Grupo Lamosa, Grupo IMSA, the
regional board of directors of Banco Nacional de Mexico (BANAMEX), the
Instituto Tecnologico y de Estudios Superiores de Monterrey and the Universidad
de Monterrey. He is also a member of Consejo Mexicano de Hombros de Negocios
(Mexican Businessmen Council).

William F. Kirk, age 59, is a former Group Vice President, member of the CEOs
Strategy/ Operating Committee and President of the Agricultural Enterprise of
Dupont Co. Mr. Kirk is currently a Director of Advanced Bionutrition
Corporation, Doanes Agricultural Services and Longwood Gardens.

Executive Officers

Information regarding executive officers of the Company is located in Part I,
Item 4A as permitted by Instruction 3 to Item 401(b) of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended requires
Seminis officers and directors and persons who own more than ten percent of a
registered class of Seminis equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Seminis
believes that during fiscal year 2002 its officers and directors complied with
all applicable Section 16(a) filing requirements.

Item 11.Executive Compensation

EXECUTIVE SUMMARY COMPENSATION TABLE

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

|                                |  |        |      |        |  |                     |         |                               |  |            |         |             |  |       |         |                  |  |                       |           |  |  |  |         | 
|------------------------------- |  | ------ | ---- | ------ |  | ------------------- | ------- | ----------------------------- |  | ---------- | ------- | ----------- |  | ----- | ------- | ---------------- |  | --------------------- | --------- |  |  |  | ------- | 
|                                |  |        |      |        |  | ANNUAL COMPENSATION |         | LONG-TERM COMPENSATION AWARDS
|                                |  |        |      |        |  |                     |         |                              
|                                |  |        |      |        |  |                     |         |                               |  |            |         |             |  | OTHER |         | RESTRICTED STOCK |  | SECURITIES UNDERLYING
|NAME AND                        |  | FISCAL |      | SALARY |  | BONUS               |         | COMPENSATION(6)               |  | AWARDS (7) |         | OPTIONS (8)
|PRINCIPAL POSITION              |  | YEAR   |      | ($)    |  | ($)                 |         | ($)                           |  | ($)        |         | (#)        
|                                |  |        |      |        |  |                     |         |                               |  |            |         |            
|Alfonso Romo Garza(1)           |  |        | 2002 |        |  |                     | 818,120 |                               |  |            | 0       |             |  |       | 358,667 |                  |  |                       | 3,050,998 |  |  |  | 460,715 | 
|Chairman of the Board           |  |        | 2001 |        |  |                     | 800,233 |                               |  |            | 0       |             |  |       | 148,667 |                  |  |                       | 842,290   |  |  |  | 176,000 | 
|and Chief Executive Officer     |  |        | 2000 |        |  |                     | 690,797 |                               |  |            | 0       |             |  |       | 0       |                  |  |                       | 0         |  |  |  | 80,000  | 
|Eugenio Najera Solorzano(2)     |  |        | 2002 |        |  |                     | 568,060 |                               |  |            | 0       |             |  |       | 768,748 |                  |  |                       | 1,961,358 |  |  |  | 316,730 | 
|President and Chief Operating   |  |        | 2001 |        |  |                     | 309,452 |                               |  |            | 0       |             |  |       | 466,940 |                  |  |                       | 541,472   |  |  |  | 110,000 | 
|Officer                         |  |        | 2000 |        |  |                     | 0       |                               |  |            | 0       |             |  |       | 0       |                  |  |                       | 0         |  |  |  | 3,000   | 
|Bruno Ferrari (3)               |  |        | 2002 |        |  |                     | 495,872 |                               |  |            | 267,568 |             |  |       | 758,096 |                  |  |                       | 435,855   |  |  |  | 241,875 | 
|Executive Senior Vice President |  |        | 2001 |        |  |                     | 104,221 |                               |  |            | 0       |             |  |       | 0       |                  |  |                       | 120,328   |  |  |  | 40,000  | 
|Europe,
Middle East & Africa    |  |        | 2000 |        |  |                     | 0       |                               |  |            | 0       |             |  |       | 0       |                  |  |                       | 0         |  |  |  | 43,743  | 
|Oscar Velasco Martinez(4)       |  |        | 2002 |        |  |                     | 338,663 |                               |  |            | 214,500 |             |  |       | 392,283 |                  |  |                       | 323,778   |  |  |  | 190,045 | 
|Senior Vice President for Asia  |  |        | 2001 |        |  |                     | 185,419 |                               |  |            | 0       |             |  |       | 207,641 |                  |  |                       | 89,386    |  |  |  | 40,000  | 
|                                |  |        | 2000 |        |  |                     | 0       |                               |  |            | 0       |             |  |       | 0       |                  |  |                       | 0         |  |  |  | 2,100   | 

3



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|                             |  |        |      |        |  |                     |         |                               |  |            |        |             |  |       |         |                  |  |                       |        |  |  |  |         | 
|---------------------------- |  | ------ | ---- | ------ |  | ------------------- | ------- | ----------------------------- |  | ---------- | ------ | ----------- |  | ----- | ------- | ---------------- |  | --------------------- | ------ |  |  |  | ------- | 
|                             |  |        |      |        |  | ANNUAL COMPENSATION |         | LONG-TERM COMPENSATION AWARDS
|                             |  |        |      |        |  |                     |         |                              
|                             |  |        |      |        |  |                     |         |                               |  |            |        |             |  | OTHER |         | RESTRICTED STOCK |  | SECURITIES UNDERLYING
|NAME AND                     |  | FISCAL |      | SALARY |  | BONUS               |         | COMPENSATION(6)               |  | AWARDS (7) |        | OPTIONS (8)
|PRINCIPAL POSITION           |  | YEAR   |      | ($)    |  | ($)                 |         | ($)                           |  | ($)        |        | (#)        
|                             |  |        |      |        |  |                     |         |                               |  |            |        |            
|Gaspar Alvarez Martinez(5)   |  |        | 2002 |        |  |                     | 250,469 |                               |  |            | 94,000 |             |  |       | 167,151 |                  |  |                       | 51,057 |  |  |  | 141,540 | 
|Vice President and Worldwide |  |        | 2001 |        |  |                     | 228,507 |                               |  |            | 0      |             |  |       | 180,391 |                  |  |                       | 14,096 |  |  |  | 19,000  | 
|Comptroller                  |  |        | 2000 |        |  |                     | 146,876 |                               |  |            | 0      |             |  |       | 136,670 |                  |  |                       | 0      |  |  |  | 1,200   | 



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|(1) |  | Chief Executive Officer since November 1999.                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | President and Chief Operating Officer since August 2000.                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) |  | Executive Senior Vice President, Europe, Middle East and Africa since
November 2000. Prior to July 2001, Mr. Ferrari was paid by Savia.                                                                                                                                                                                                                                                                                      
|   
|(4) |  | Senior Vice President for Asia since June 2001.                                                                                                                                                                                                                                                                                                                                                                              
|   
|   
|(5) |  | Vice President and Worldwide Corporate Comptroller since April 2000.                                                                                                                                                                                                                                                                                                                                                         
|   
|(6) |  | Includes housing allowance, expatriate housing rental, other expatriate
benefits and, with respect to Mr. Najera, the fair rental value of a home
provided to Mr. Najera by the Company. Includes cash payments of
$358,667, $627,667, $419,191, and $327,283, to Messrs. Romo, Najera,
Ferrari, and Velasco, respectively, related to the Restricted Stock
Awards. Includes $130,387 in expatriate benefits for Mr. Alvarez.
|   
|(7) |  | Restricted Stock Awards under the Seminis, Inc. Restricted Stock Award
Plan of 2001 vested over an 18 month period, from April 1, 2001 to
September 30, 2002, and were based upon a level of achievement of
performance goals related to EBITDA and reduction of inventory.                                                                                                                                                  
|   
|(8) |  | The Seminis, Inc. 1998 Stock Option Plan provides for grants of options
at fair market value of the Class A Common Stock on the date of grant and
vest over a 4 year period.                                                                                                                                                                                                                                                 

OPTION GRANTS

In April 2002, options to purchase Seminis shares were granted to various
individuals for services rendered during the 2002 fiscal year pursuant to the
terms of the Seminis, Inc. 1998 Stock Option Plan. Awards of options made to
the named executive officers are set forth below.

|                         |  |                   |         |                  |  |             |      |            |  |       |      |                    |  |               |  |          |         |                      |  |  |         |  |  | 
|------------------------ |  | ----------------- | ------- | ---------------- |  | ----------- | ---- | ---------- |  | ----- | ---- | ------------------ |  | ------------- |  | -------- | ------- | -------------------- |  |  | ------- |  |  | 
|                         |  |                   |         |                  |  |             |      |            |  |       |      |                    |  |               |  |          |         | POTENTIAL REALIZABLE
|                         |  | INDIVIDUAL GRANTS |         | VALUE AT ASSUMED
|                         |  |                   |         | ANNUAL RATES    
|                         |  |                   |         |                  |  | PERCENT OF  |      |            |  |       |      |                    |  |               |  | OF STOCK
|                         |  | NUMBER OF         |         | TOTAL OPTIONS    |  |             |      |            |  |       |      |                    |  | PRICE FOR    
|                         |  | SECURITIES        |         | GRANTED TO       |  | EXERCISE OR |      |            |  |       |      | APPRECIATION      
|                         |  | UNDERLYING        |         | EMPLOYEES IN     |  | BASE PRICE  |      |            |  |       |      | FOR OPTION TERM(1)
|                         |  | OPTIONS           |         | April 2002       |  | PER SHARE   |      | EXPIRATION |  |      
|NAME                     |  | (#)               |         | GRANT            |  | ($/SHARE)   |      | DATE       |  | 5%($) |      | 10%($)            
|                         |  |                   |         |                  |  |             |      |            |  |       |      |                   
|Alfonso Romo Garza       |  |                   | 460,715 |                  |  |             | 18.0 |            |  |       | 1.28 |                    |  | April 8, 2012 |  |          | 370,869 |                      |  |  | 939,854 | 
|Eugenio Najera Solorzano |  |                   | 316,730 |                  |  |             | 12.4 |            |  |       | 1.28 |                    |  | April 8, 2012 |  |          | 254,963 |                      |  |  | 646,126 | 
|Bruno Ferrari            |  |                   | 241,875 |                  |  |             | 9.4  |            |  |       | 1.28 |                    |  | April 8, 2012 |  |          | 194,706 |                      |  |  | 493,423 | 
|Oscar Velasco Martinez   |  |                   | 190,045 |                  |  |             | 7.4  |            |  |       | 1.28 |                    |  | April 8, 2012 |  |          | 152,983 |                      |  |  | 387,690 | 
|Gaspar Alvarez Martinez  |  |                   | 141,540 |                  |  |             | 5.5  |            |  |       | 1.28 |                    |  | April 8, 2012 |  |          | 113,938 |                      |  |  | 288,740 | 



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

OPTION EXERCISES

No exercises of options to purchase common stock were made during fiscal year
2002 by the Chief Executive Officer or any other named executive officer of
Seminis.

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FISCAL 2002 YEAR END OPTION VALUES

The following table sets forth information concerning unexercised options held
by the named executive officers as of September 30, 2002. Based on the closing
price per share of Class A Common Stock on the Nasdaq National Market on
September 30, 2002, certain exercisable and unexercisable options are
in-the-money.

|                         |  |                                   |        |                      |  |             |         |               |  |                      |         |  |  |  |         | 
|------------------------ |  | --------------------------------- | ------ | -------------------- |  | ----------- | ------- | ------------- |  | -------------------- | ------- |  |  |  | ------- | 
|                         |  |                                   |        |                      |  |             |         |               |  | VALUE OF UNEXERCISED
|                         |  | NUMBER OF SECURITIES              |        | IN-THE-MONEY OPTIONS
|                         |  | UNDERLYING UNEXERCISED OPTIONS AT |        | AT FISCAL YEAR END  
|                         |  | FISCAL YEAR END(#)                |        | ($)                 
|                         |  |                                   |        |                     
|NAME                     |  | EXERCISABLE                       |        | UNEXERCISABLE        |  | EXERCISABLE |         | UNEXERCISABLE
|                         |  |                                   |        |                      |  |             |         |              
|Alfonso Romo Garza       |  |                                   | 84,000 |                      |  |             | 632,715 |               |  |                      | 128,200 |  |  |  | 655,090 | 
|Eugenio Najera Solorzano |  |                                   | 29,000 |                      |  |             | 400,730 |               |  |                      | 45,875  |  |  |  | 398,927 | 
|Bruno Ferrari            |  |                                   | 45,972 |                      |  |             | 293,746 |               |  |                      | 18,264  |  |  |  | 268,683 | 
|Oscar Velasco Martinez   |  |                                   | 11,050 |                      |  |             | 221,095 |               |  |                      | 8,955   |  |  |  | 208,701 | 
|Gaspar Alvarez Martinez  |  |                                   | 5,350  |                      |  |             | 156,390 |               |  |                      | 35,486  |  |  |  | 141,990 | 

DIRECTORS COMPENSATION

Outside directors of Seminis receive an annual fee of $25,000 and additional
fees of $2,500 for each meeting of the Board of Directors attended and $1,000
for each committee meeting attended. Committee chairmen, in addition, receive
a fee of $2,000 and a fee of $250 for each committee meeting attended.
Directors are eligible to participate in the Seminis, Inc. 1998 Stock Option
Plan.

Employment Contracts

On January 1, 2000, the Company entered into an employment agreement with
Alfonso Romo Garza to serve as Chief Executive Officer. Pursuant to the
agreement, Mr. Romo receives annual compensation in the amount of $800,000.
Mr. Romos salary is subject to annual increases as approved by the
Compensation Committee.

On May 9, 2001, the Company entered into an employment agreement with Eugenio
Najera Solorzano to serve as President and Chief Operating Officer of the
Company. The term of the agreement is for two years beginning August 2000 and
is subject to automatic one year extensions unless either party provides notice
of termination not less than 90 days prior to the termination date. The
seniority rights date of Mr. Najera as set forth in his contract is February
15, 1989. Pursuant to the agreement, Mr. Najera receives annual compensation
of $550,000 and an annual performance bonus in an amount equal to at least 75%
of Mr. Najeras annual base salary if he achieves certain performance
objectives in each fiscal year. Mr. Najeras salary is subject to annual
increases as approved by the Compensation Committee. Mr. Najera also receives
other compensation including a housing allowance, school tuition for Mr.
Najeras children, two automobiles, a social/sports club membership and other
expatriate benefits. Upon termination of the contract, Mr. Najera is entitled
to receive at such time an amount equal to two years of base salary, plus the
equivalent percentage of bonuses paid to Mr. Najera in the previous two years.
In the event of Mr. Najeras retirement following two years of employment, the
Company will also be obligated to pay an amount equal to two years of base
salary and bonus.

On June 1, 2001, the Company entered into an employment agreement with Bruno
Ferrari to serve as Executive Senior Vice President of Europe, Middle East and
Africa. The term of the agreement is for two years beginning November 2000 and
is subject to automatic one year extensions unless either party provides notice
of termination not less than 90 days prior to the termination date. The
seniority rights date of Mr. Ferrari as set forth in his contract is April 15,
1989. Pursuant to the agreement, Mr. Ferrari receives annual compensation of
$420,000 and an annual performance bonus in an amount equal to at least 65% of
Mr. Ferraris annual base salary if he achieves certain performance objectives
in each fiscal year. Mr. Ferraris salary is subject to annual increases as
approved by the Compensation Committee. Mr. Ferrari also receives other
compensation including a housing allowance, school tuition for Mr. Ferraris
children, two automobiles, a social/sports club membership and other expatriate
benefits. Upon termination of the contract, Mr. Ferrari is entitled to receive
at such time an amount equal to two years of base salary, plus the equivalent
percentage of bonuses paid to Mr. Ferrari in the previous two years. In the
event of Mr. Ferraris retirement following two years of employment, the
Company will also be obligated to pay an amount equal to two years of base
salary and bonus.

On May 9, 2001, the Company entered into an employment agreement with Oscar
Velasco Martinez to serve as Senior Vice President for Asia. The term of the
agreement is for two years beginning June 2001 and is subject to automatic one
year extensions unless either party provides notice of termination not less
than 90 days prior to the termination date. The seniority rights date of Mr.
Velasco as set forth in his contract is May 1, 1999. Pursuant to the
agreement, Mr. Velasco receives annual compensation of $330,000 and an annual
performance bonus in an amount equal to at least 65% of Mr. Velascos annual
base salary if he achieves certain performance

5



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objectives in each fiscal year.
Mr. Velascos salary is subject to annual increases as approved by the
Compensation Committee. Mr. Velasco also receives other compensation including
a housing allowance, one automobile, a social/sports club membership and other
expatriate benefits. Upon termination of the contract, Mr. Velasco is entitled
to receive at such time an amount equal to two years of base salary, plus the
equivalent percentage of bonuses paid to Mr. Velasco in the previous two years.
In the event of Mr. Velascos retirement following two years of employment,
the Company will also be obligated to pay an amount equal to two years of base
salary and bonus.

On July 1, 2001, the Company entered into an employment agreement with Gaspar
Alvarez to serve as Vice President and Worldwide Corporate Comptroller.
Pursuant to the agreement, Mr. Alvarez receives annual compensation of $203,750
in the United States and a payment of approximately $39,100 in Mexico. Mr. Alvarez is eligible to receive a target annual
incentive bonus under the Seminis Management Incentive Program up to an amount
equal to 45% of base annual salary dependent upon the achievement of certain
performance objectives in each fiscal year. Mr. Alvarez also receives other
compensation including a housing allowance and other expatriate benefits. In
the event of involuntary termination (except for gross misconduct) or if
employee terminates employment within one year of a change in control of the
ownership of Seminis, Mr. Alvarez is entitled to receive an amount equal to
three months salary plus 20 days for each year of service (assuming service
began in 1977).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee of the Companys Board of Directors
for the 2002 fiscal year are Frank J. Pipp, Chairman, Christopher J. Steffen
and Dr. Roger Beachy. No member of this Committee was at any time during the
2002 fiscal year or at any other time an officer or employee of the Company.

Item 12.Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF SEMINIS, INC.

The following table sets forth information regarding the beneficial ownership
of common stock, as of January 24, 2003, by each of Seminis directors, the
Chief Executive Officer, the President and Chief Operating Officer and the
other named executive officers, each person known to Seminis to own
beneficially more than 5% of the outstanding shares of common stock, and all
directors and executive officers of Seminis as a group.

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

|                                                                              |  |        |              |            |              |           |              |            |  |        |            |            |  |  |      |   |  |  |            |  |  |  |      |   | 
|----------------------------------------------------------------------------- |  | ------ | ------------ | ---------- | ------------ | --------- | ------------ | ---------- |  | ------ | ---------- | ---------- |  |  | ---- | - |  |  | ---------- |  |  |  | ---- | - | 
|                                                                              |  |        | CLASS A      |            | CLASS B      |           | TOTAL       
|                                                                              |  |        | COMMON STOCK |            | COMMON STOCK |           | COMMON STOCK
|                                                                              |  |        |              |            |              |           |             
|NAME AND ADDRESS OF BENEFICIAL OWNERS                                         |  | NUMBER |              | PERCENT(1) |              | NUMBER(2) |              | PERCENT(3) |  | NUMBER |            | PERCENT(4)
|                                                                              |  |        |              |            |              |           |              |            |  |        |            |           
|DIRECTORS                                                                    
|Alfonso Romo Garza(5)                                                         |  |        | 2,119,361    |            |              |           | 11.6         | %          |  |        | 42,823,515 | (6)        |  |  | 94.9 | % |  |  | 45,022,876 |  |  |  | 70.3 | %
|Eugenio Najera Solorzano(5)                                                   |  |        | 1,417,175    |            |              |           | 7.5          |            |  |        |           |            |  |  |     |   |  |  | 1,417,175  |  |  |  | 2.2  |  
|Bernardo Jimenez Barrera                                                      |  |        | 8,000        |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 8,000      |  |  |  | *    |  
|Mateo Mazal Beja                                                              |  |        | 53,000       |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 53,000     |  |  |  | *    |  
|Dr. Roger Beachy                                                              |  |        |             |            |              |           |             |            |  |        |           |            |  |  |     |   |  |  |           |  |  |  |     |  
|Dr. Peter Davis                                                               |  |        | 3,000        |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 3,000      |  |  |  | *    |  
|Jose Manuel Garcia Garcia                                                     |  |        |             |            |              |           |             |            |  |        |           |            |  |  |     |   |  |  |           |  |  |  |     |  
|Eugenio Garza Herrera                                                         |  |        |             |            |              |           |             |            |  |        |           |            |  |  |     |   |  |  |           |  |  |  |     |  
|William F. Kirk                                                               |  |        |             |            |              |           |             |            |  |        |           |            |  |  |     |   |  |  |           |  |  |  |     |  
|Adrian Rodriguez Macedo                                                       |  |        | 31,875       |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 31,875     |  |  |  | *    |  
|Frank J. Pipp                                                                 |  |        | 8,000        |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 8,000      |  |  |  | *    |  
|Dr. Eli Shlifer                                                               |  |        | 6,900        |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 6,900      |  |  |  | *    |  
|Christopher J. Steffen                                                        |  |        | 5,000        |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 5,000      |  |  |  | *    |  
|NAMED EXECUTIVE OFFICERS (Not Directors)                                      |  |        |              |            |              |           |              |            |  |        |            |            |  |  |      |   |  |  |            |  |  |  |      |  
|Bruno Ferrari                                                                 |  |        | 309,194      |            |              |           | 1.6          |            |  |        |           |            |  |  |     |   |  |  | 309,194    |  |  |  | *    |  
|Oscar Velasco(5)                                                              |  |        | 228,944      |            |              |           | 1.2          |            |  |        |           |            |  |  |     |   |  |  | 228,944    |  |  |  | *    |  
|Gaspar Alvarez Martinez(5)                                                    |  |        | 40,103       |            |              |           | *            |            |  |        |           |            |  |  |     |   |  |  | 40,103     |  |  |  | *    |  
|All directors and named executive officers
of Seminis as a group (14 persons) |  |        | 4,310,552    |            |              |           | 22.8         |            |  |        | 42,823,515 |            |  |  | 94.9 |   |  |  | 47,134,067 |  |  |  | 73.5 |  
|CERTAIN BENEFICIAL OWNERS                                                     |  |        |              |            |              |           |              |            |  |        |            |            |  |  |      |   |  |  |            |  |  |  |      |  

6



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##### 



|                                      |                                                                              |        |              |            |              |           |              |            |  |        |            |            |  |  |      |  |  |  |            |  |  |  |      |  | 
|------------------------------------- | ---------------------------------------------------------------------------- | ------ | ------------ | ---------- | ------------ | --------- | ------------ | ---------- |  | ------ | ---------- | ---------- |  |  | ---- |  |  |  | ---------- |  |  |  | ---- |  | 
|                                      |                                                                              |        | CLASS A      |            | CLASS B      |           | TOTAL       
|                                      |                                                                              |        | COMMON STOCK |            | COMMON STOCK |           | COMMON STOCK
|                                      |                                                                              |        |              |            |              |           |             
|NAME AND ADDRESS OF BENEFICIAL OWNERS |                                                                              | NUMBER |              | PERCENT(1) |              | NUMBER(2) |              | PERCENT(3) |  | NUMBER |            | PERCENT(4)
|                                      |                                                                              |        |              |            |              |           |              |            |  |        |            |           
|Savia, S.A. de C.V.                   |                                                                              |        |             |            |              |           |             |            |  |        | 40,615,619 |            |  |  | 90.0 |  |  |  | 40,615,619 |  |  |  | 63.4 | 
|                                      | Rio Sena # 500 Pte.
Col. del Valle
San Pedro Garza
Garcia, N.L, 66220
Mexico |        |              |            |              |           |              |            |  |        |            |            |  |  |      |  |  |  |            |  |  |  |      |  | 



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Based on 18,944,461 shares of Class A Common Stock outstanding, which
included 4,253,859 shares awarded under the Seminis, Inc. Restricted Stock
Plan of 2001.                                                                                                                                                                                                                                                                                               
|   
|(2) |  | Class B Common Stock is convertible into shares of Class A Common Stock
on a one for one basis, and votes together with the Class A Common Stock
and has three votes per share.                                                                                                                                                                                                                                                                              
|   
|(3) |  | Based on 45,142,508 shares of Class B Common Stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) |  | The calculation of percentage beneficial ownership of Class A Common
Stock and Class B Common Stock, together, is based upon an aggregate of
64,086,969 of Class A Common Stock and Class B Common Stock.                                                                                                                                                                                                                                                    
|   
|(5) |  | Includes 2,157,361 shares, 1,386,875 shares, 308,194 shares, 228,944
shares and 36,103 shares of Class A Common Stock issued to Messrs. Romo,
Najera, Ferrari, Velasco, and Alvarez, respectively, under the Seminis,
Inc. Restricted Stock Plan of 2001.                                                                                                                                                                                                    
|   
|(6) |  | The number of shares of Class B Common Stock beneficially owned by Mr.
Romo includes shares beneficially owned by Savia and other entities
controlled by Mr. Romo as well as shares directly owned by
Mr. Romo and shares held in trust for the benefit of
Mr. Romo and certain other persons. The
number of shares beneficially owned by Savia includes shares beneficially
owned by entities controlled by Savia as well as shares directly owned by
Savia.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information concerning equity securities of the
Company that are authorized for issuance under all compensation plans (in
thousands, except per share data).

|                                                       |  |                   |         |                   |  |                       |      |                     |  |                     |       | 
|------------------------------------------------------ |  | ----------------- | ------- | ----------------- |  | --------------------- | ---- | ------------------- |  | ------------------- | ----- | 
|                                                       |  |                   |         |                   |  |                       |      |                     |  | Number of          
|                                                       |  |                   |         |                   |  |                       |      |                     |  | Securities         
|                                                       |  |                   |         |                   |  |                       |      |                     |  | Remaining Available
|                                                       |  | Number of         |         |                   |  |                       |      | for Future Issuance
|                                                       |  | Securities to be  |         | Weighted-average  |  | Under Equity         
|                                                       |  | Issued Upon       |         | Exercise Price of |  | Compensation Plans   
|                                                       |  | Exercise of       |         | Outstanding       |  | [excluding Securities
|                                                       |  | Options, Warrants |         | Options, Warrants |  | Reflected in Column  
|                                                       |  | and Rights        |         | and Rights        |  | (a)]                 
|                                                       |  | (a)               |         | (b)               |  | (c)                  
|                                                       |  |                   |         |                   |  |                      
|Equity compensation
plans approved by
security holders |  |                   | 4,422.4 |                   |  | $                     | 2.02 |                     |  |                     | 254.7 | 

Item 13.Certain Relationships and Related Transactions

Pursuant to an agreement between our company and Bionova, a biotechnology and
fresh produce company and a majority owned subsidiary of Savia, we paid Bionova
for access to the results of Bionovas biotechnology research. This agreement
was terminated during the third quarter of fiscal year 2002. Research and
development expenses included approximately $662,000, $2,255,000 and
$2,500,000 in fiscal year 2002, 2001
and 2000, respectively, in biotechnology research fees.

In fiscal year 2002 and 2001, we had
sales of approximately $793,000 and $944,000, respectively, to
Agrobionova, an affiliate of Savia and a receivable of $355,000 and
$617,000 at
September 30, 2002 and 2001, respectively. We also had sales of approximately
$296,000 to
Bionova in fiscal year 2001 and a corresponding receivable of $296,000 at September
30, 2001.

We have issued 10,830 shares of our Class C preferred stock to Savia for a
total purchase price of $108.3 million. These shares accrue
dividends quarterly at a rate of 10.0% per year. In October and November 2000,
we received an additional $31.9 million and $14.0 million, respectively, of
capital contributions from Savia. We have agreed to pay dividends on these
contributions at the same rate as

7



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##### 



the Class C preferred stock. Through July 1,
2002, there were $25.0 million of accrued and unpaid dividends on the
outstanding Class C preferred stock and additional capital contributions. We
have also paid dividends of $12.7 million in the form of additional shares on
the Class C preferred stock, which are classified as additional paid in
capital.

On October 1, 2002 the Board of Directors approved the conversion of the Savia
additional capital contribution and the associated paid in kind dividends that
totaled $46.7 million to be converted to 4.67 shares of Class C Preferred
Stock. Concurrently, the Board also adopted a resolution authorizing and
directing an increase in the number of shares designated as Class C Redeemable
PIK Preferred Stock from 14.4 shares to 16.7 shares.

In June 2000, Seminis sold residential real property, originally acquired on
December 12, 1999 for $862,000, to Mr. Bruno Ferrari, our Executive Senior Vice
President, Europe, Middle East and Africa, at the appraised value of $875,000.
The loan is evidenced by a promissory note signed by Mr. Ferrari and secured by
a deed of trust for the purchase price. The note has an interest rate of 7.75%
per annum and is payable in ten equal annual installments of principal,
including interest accrued thereon, commencing December 15, 2000, and annually
thereafter. Under a separate agreement, the Company pays a bonus to Mr.
Ferrari that covers the interest on the loan. Since the beginning of fiscal
year 2002, the largest aggregate amount of indebtedness outstanding was
$787,500 and the amount outstanding as of January 27, 2003 was $612,500. All
installments that are due have been paid in full.

In April 2000, Seminis loaned $100,000 to Mr. Gaspar Alvarez, our Vice
President and Worldwide Corporate Comptroller, to assist in the purchase of a
family residence. The loan is evidenced by a promissory note signed by Mr.
Alvarez and is secured by a second deed of trust. The note has an interest
rate of 7.75% per annum and is payable in ten equal annual installments of
principal, including interest accrued thereon, commencing December 15, 2000,
and annually thereafter. Since the beginning of fiscal year 2002, the largest
aggregate amount of indebtedness outstanding was $90,000 and the amount
outstanding as of January 27, 2003 was $69,083. All installments that are due
have been paid in full.

In November 2000, Seminis loaned $60,630 to Mr. Oscar Velasco, our Senior Vice
President, Asia, to assist in the purchase of a family residence. The loan was
evidenced by a promissory note signed by Mr. Velasco and secured by a second
deed of trust. Since the beginning of fiscal year 2002, the largest aggregate
amount of indebtedness outstanding was $60,630 and the amount outstanding as of
January 27, 2003 was $0. The loan was paid back to the Company when his
residence was sold.

In October 2001, Seminis loaned $69,734 to Mr. Salvador Alanis, our Vice
President, Strategic Support, to assist in the purchase of a family residence.
The loan is evidenced by a promissory note signed by Mr. Alanis and is secured
by a second deed of trust. The note has an interest rate of 7.75% per annum
and is payable in ten equal annual installments of principal, plus interest
accrued thereon, commencing December 15, 2002, and annually thereafter. Since
the beginning of fiscal year 2002, the largest aggregate amount of indebtedness
outstanding was $69,734 and the amount outstanding as of January 27, 2003 was
$62,760.

In December 2001, Seminis loaned $135,136 to Mr. Enrique Osorio, our Vice
President, Treasury, Investor Relations and Information Technology, to assist
in the purchase of a family residence. The loan is evidenced by a promissory
note signed by Mr. Osorio and is secured by a second deed of trust. The note
has an interest rate of 7.75% per annum and is payable in ten equal annual
installments of principal, plus interest accrued thereon, commencing December
15, 2002, and annually thereafter. Since the beginning of fiscal year
2002,
the largest aggregate amount of indebtedness outstanding was $135,136 and the
amount outstanding as of January 27, 2003 was $122,622.

8



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##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

| |  |               |  |                                                               
| |  | ------------- |  | --------------------------------------------------------------
| |  | SEMINIS, INC.
| |  |               |  |                                                               
| |  | By:           |  | /s/ EUGENIO NAJERA SOLORZANO                                  
| |  |               |  |                                                               
| |  | Name:
Title:  |  | Eugenio Najera Solorzano
President and Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

|                                                        |  |                                                    |  |                 
|------------------------------------------------------- |  | -------------------------------------------------- |  | ----------------
|SIGNATURE                                               |  | TITLE                                              |  | DATE            
|                                                        |  |                                                    |  |                 
|/s/ ALFONSO ROMO GARZA
Alfonso Romo Garza               |  | Chairman of the Board
(Chief Executive Officer)    |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ EUGENIO NAJERA SOLORZANO
Eugenio Najera Solorzano   |  | Director and President
(Chief Operating Officer)   |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ BERNARDO JIMENEZ BARRERA
Bernardo Jimenez Barrera   |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ DR. ROGER BEACHY
Dr. Roger Beachy                   |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ MATEO MAZAL BEJA
Mateo Mazal Beja                   |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ DR. PETER DAVIS
Dr. Peter Davis                     |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ JOSE MANUEL GARCIA GARCIA
Jose Manuel Garcia Garcia |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ EUGENIO GARZA HERRERA
Eugenio Garza Herrera         |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ WILLIAM F. KIRK
William F. Kirk                     |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ ADRIAN RODRIGUEZ MACEDO
Adrian Rodriguez Macedo     |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ FRANK J. PIPP
Frank J. Pipp                         |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ DR. ELI SHLIFER
Dr. Eli Shlifer                     |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ CHRISTOPHER J. STEFFEN
Christopher J. Steffen       |  | Director                                           |  | January 28, 2003
|                                                        |  |                                                    |  |                 
|/s/ GASPAR ALVAREZ MARTINEZ
Gaspar Alvarez Martinez     |  | Vice President and
Worldwide Corporate
Comptroller |  | January 28, 2003

9