-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hb13EH+DUh1PAGHztvJPfUPK8aznsrZvRUNbA6fKLo1FZuUfLaf2ygILJ/FlhMO0 dRUz1vT5xhxjK8KM2BMuWw== 0000029915-98-000052.txt : 19980724 0000029915-98-000052.hdr.sgml : 19980724 ACCESSION NUMBER: 0000029915-98-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980723 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYCOGEN CORP CENTRAL INDEX KEY: 0000813742 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 953802654 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39279 FILM NUMBER: 98670440 BUSINESS ADDRESS: STREET 1: 5501 OBERLIN DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194538030 MAIL ADDRESS: STREET 1: 5501 OBERLIN DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 MAIL ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 14 MYCOGEN CORPORATION (NAME OF SUBJECT COMPANY) Common Stock, par value $.001 per share (Including the Associated Rights) (TITLE OF CLASS OF SECURITIES) 628452 10 4 (CUSIP Number) John Scriven Jane M. Gootee Louis W. Pribila Vice President, General Vice President Vice President, Counsel and Secretary Rofan Services Inc. Secretary The Dow Chemical 2030 Dow Center and General Counsel Company Midland, MI 48674 Dow AgroSciences LLC 2030 Dow Center (517) 636-1000 9330 Zionsville Road Midland, MI 48674 Indianapolis, IN 46268 (517) 636-1000 (317) 337-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP No. 628452 10 4 1) Name of Reporting Person The Dow Chemical Company and its I.R.S. I.R.S. Identification No. Identification No. 38-1285128 Rofan Services Inc. I.R.S. Identification No. 38-2853855 Dow AgroSciences LLC I.R.S. Identification No. 35-1781118 2) Check the Appropriate Box if a (a) [ ] Member of a Group of a Group(b) [ ] 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of The Dow Chemical Company - Organization Delaware Rofan Services Inc. - Delaware Dow AgroSciences LLC - Delaware Number of 7) Sole Voting 24,766,157 Shares Power Beneficially _________________ _______________________________ Owned by 8) Shared Voting Each Power 0 Reporting _________________ _______________________________ Person With 9) Sole 24,766,157 Dispositive Power _________________ _______________________________ 10) Shared 0 Dispositive Power 11) Aggregate Amount 24,766,157 Beneficially owned by Each Reporting Person as of July 22, 1998 12) Check Box if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares 13) Percent of Class Represented by Amount in 68.3% Row (11) 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO Dow AgroSciences LLC OO This Amendment No. 14 amends the original Schedule 13D filed by the reporting persons on January 25, 1996, as amended by Amendment No. 1 filed on February 27, 1996, Amendment No. 2 filed on June 7, 1996, Amendment No. 3 filed on December 4, 1996, Amendment No. 4 filed on January 30, 1997, Amendment No. 5 filed on March 13, 1997, Amendment No. 6 filed on April 15, 1997, Amendment No. 7 filed on May 2, 1997, Amendment No. 8 filed on May 22, 1997, Amendment No. 9 filed on July 11, 1997, Amendment No. 10 filed on November 14, 1997, Amendment No. 11 filed on January 20, 1998, Amendment No. 12 filed on March 17, 1998, and Amendment No. 13, filed on May 1, 1998 (the "Schedule 13D"). All defined terms used but not otherwise defined herein have the meanings assigned to those terms in the Schedule 13D. Item 4. Purpose of Transaction. Part (a) of this Item 4 is hereby amended by adding the following information to the end thereof. On July 22, 1998, Dow AgroSciences and the board of directors of Mycogen executed an amendment (the "Amendment") to Section 6.12 of the Exchange and Purchase Agreement dated as of January 15, 1996 (the "Exchange and Purchase Agreement"). The Amendment is filed as Exhibit 99(1) and the text of such exhibit is incorporated herein by reference. Also on July 23, 1998, Mycogen issued the press release filed herewith as Exhibit 99(2). The text of such exhibit is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description 99(1) Amendment to Exchange and Purchase Agreement dated July 22, 1998 99(2) Press Release dated July 23, 1998 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 23, 1998 THE DOW CHEMICAL COMPANY By: /S/ G. MICHAEL LYNCH Name: G. Michael Lynch Title: Vice President and Controller ROFAN SERVICES INC. By: /S/ JANE M. GOOTEE Name: Jane M. Gootee Title: Vice President DOW AGROSCIENCES LLC By: /S/LOUIS W. PRIBILA Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel EX-99 2 Exhibit 99(1) AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENT This AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENT, (this "Amendment") dated as of July 22, 1998, is among MYCOGEN CORPORATION, a California corporation (the "Company") and DOW AGROSCIENCES LLC ("DAS" or "Parent"). WHEREAS, DAS is the successor to DowElanco, an Indiana general partnership ("DowElanco"); WHEREAS, the Company and DAS desire to amend the Exchange and Purchase Agreement dated as of January 15, 1996 among the Company, Agrigenetics, Inc., DowElanco and United Agriseeds, Inc. (the "Exchange and Purchase Agreement"); and WHEREAS, each of the Independent Directors and the Company's Board of Directors have approved this Amendment. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Amendment, and intending to be legally bound, the Company and DAS, as the successor to DowElanco, agree as follows. 1. Section 6.12 of the Exchange and Purchase Agreement is hereby amended by inserting the following Section 6.12.3 at the end of Section 6.12: 6.12.3 Notwithstanding anything to the contrary contained in this Agreement, (i) Parent or its affiliates may during the period (the "Exception Period") beginning on July 22, 1998 and ending on August 31, 1998 (which Exception Period may be extended from time to time in writing signed by Joseph Sullivan and Clayton Yeutter, acting as the Special Committee of the Board of Directors of the Company (the "Special Committee")), discuss and negotiate with the Special Committee and its legal and financial representatives the terms and conditions (including terms relating to valuation and pricing) of a possible transaction involving the acquisition by Parent or any of its affiliates of all outstanding shares of Common Stock and the acquisition of, or other arrangement providing for the exchange, cancellation or amendment of, all outstanding options to purchase shares of Common Stock from the holders of such shares and options; and (ii) if appropriate terms and conditions of such a transaction have been approved in writing during the Exception Period by the Special Committee in its sole and absolute discretion, then Parent or its affiliates may, thereafter during the Exception Period and for such period thereafter as permitted by such approval, formally propose to the Company's shareholders and option holders to effect such approved transaction, and thereafter consummate such approved transaction in accordance with its terms. Nothing in this Section 6.12.3 shall affect the rights or obligations of the parties set forth in Section 6.13 for the period following the third anniversary of the Measurement Date. 2. In all other respects the Exchange and Purchase Agreement remains in full force and effect in accordance with its terms without any amendment thereto. If there is any perceived conflict between this Amendment and the remainder of the Exchange and Purchase Agreement, such a conflict shall be resolved in favor of implementing this Amendment. 3. This Amendment will be governed by and construed in accordance with the law of the State of Delaware, without regard to the principles of conflicts of law thereof. 4. This Amendment may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same agreement. 5. References to Parent in this Amendment and the Exchange and Purchase Agreement shall be deemed to apply to DAS as the successor of DowElanco. 6. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to those terms in the Exchange and Purchase Agreement. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on its behalf by its authorized representatives as of the day and year first above written. MYCOGEN CORPORATION By: /s/ Joseph P. Sullivan Name: Joseph P. Sullivan Title: Director DOW AGROSCIENCES LLC By: /s/ Louis W. Pribila Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel EX-99 3 Exhibit 99(2) ALL DOW AGROSCIENCES COMMUNICATIONS: NEWS UPDATE... Thursday July 23, 7:02 am Eastern Time Company Press Release SOURCE: Mycogen Corporation Mycogen and Dow Amend Agreement to Permit Discussions and Negotiations With Respect to Buyout of Mycogen Minority Stockholders SAN DIEGO, July 23 /PRNewswire/ -- The Dow Chemical Company (NYSE: DOW - news) and Mycogen Corporation (Nasdaq: MYCO - news) today announced that Mycogen and Dow AgroSciences LLC, a subsidiary of Dow, have entered into an amendment to the 1996 Exchange and Purchase Agreement between Mycogen and Dow AgroSciences, which will permit Dow AgroSciences and Mycogen to discuss and negotiate the terms of a possible transaction involving Dow AgroSciences' acquisition of all outstanding Mycogen shares not already owned by Dow AgroSciences. Dow AgroSciences had requested an amendment on April 30, 1998, and Mycogen's board had appointed a special committee of independent directors, composed of Joseph Sullivan and Clayton Yeutter, to consider this request. Dow AgroSciences currently owns approximately 68% of Mycogen's outstanding shares. Prior to today's amendment, the agreement had generally provided that Dow AgroSciences could not acquire or propose to acquire the remaining shares of Mycogen before February 1999. The amendment provides that Dow AgroSciences may, during the period ending on August 31, 1998 (which may be extended by the special committee), discuss and negotiate with the special committee and its representatives the terms and conditions (including terms relating to valuation and pricing) of a possible transaction involving the acquisition by Dow AgroSciences of all outstanding Mycogen shares and the related treatment of outstanding Mycogen options. The amendment further provides that if the special committee approves terms of such a transaction, Dow AgroSciences may formally propose such a transaction and thereafter consummate the transaction in accordance with such approved terms. As required by the agreement, the amendment was approved today by Mycogen's board of directors and by the independent directors of Mycogen. There can be no assurance that discussions or negotiations will lead to agreement with respect to a transaction, or that if any transaction can be agreed to, that such a transaction will be consummated. Dow AgroSciences LLC, based in Indianapolis, Indiana, is a global leader in providing pest management and biotechnology products that improve the quality and quantity of the earth's food supply and contribute to the safety, health and quality of life of the world's growing population. The company employs more than 3,000 people in over 50 countries and has worldwide sales of more than $2 billion. It is a wholly owned subsidiary of The Dow Chemical Company. The Dow Chemical Company is the fifth largest chemical company in the world, with annual sales of more than $20 billion. Dow manufactures and supplies chemicals, plastics and agricultural products for customers in 164 countries and employs approximately 43,000 people worldwide. Mycogen is a diversified agribusiness and biotechnology company that develops and markets seeds and value-added traits for genetically enhanced crops and provides crop protection products and services. For more information about Mycogen, please call 1-888-SEE-MYCO (1- 888-633-6926) or visit Mycogen's website at www.mycogen.com. SOURCE: Mycogen Corporation -----END PRIVACY-ENHANCED MESSAGE-----