-----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, CS+MwfusxxIc4L28bkeiROrsgN5c5zG87UdWAP2jCGyaf5risk9AoQEGbifveNo3 Kpkdg0eeCr8RCZ5oc4hmIw== 0000029915-97-000042.txt : 20040331 0000029915-97-000042.hdr.sgml : 20040331 19970711162100 ACCESSION NUMBER: 0000029915-97-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970711 DATE AS OF CHANGE: 19980129 GROUP MEMBERS: DOW CHEMICAL CO /DE/ GROUP MEMBERS: DOWELANCO GROUP MEMBERS: RFAN SERVICES, INC. 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: 1934 Act SEC FILE NUMBER: 005-39279 FILM NUMBER: 97639596 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: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] 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. 9 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 J. Pedro Louis W. Pribila Vice President, Reinhard Vice President, General Counsel and President Secretary Secretary Rofan Services and General The Dow Chemical Inc. Counsel Company 2030 Dow Center DowElanco 2030 Dow Center Midland, MI 9330 Zionsville Midland, MI 48674 48674 Road (517) 636-1000 (517) 636-1000 Indianapolis, IN 46268 (317) 337-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1997 (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 DowElanco I.R.S. Identification No. 35-1781118 2) Check the Appropriate Box if a (a) [ ] Member 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 DowElanco - Indiana Number of 7) Sole Voting 17,868,245 Shares Power Beneficially _________________ _______________________________ Owned by 8) Shared Voting Each Power 0 Reporting _________________ _______________________________ Person With 9) Sole 17,868,245 Dispositive Power _________________ _______________________________ 10) Shared 0 Dispositive Power 11) Aggregate Amount Beneficially owned by Each Reporting Person as of 17,868,245 June 30, 1997 12) Check Box if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares 13) Percent of Class Represented by Amount in 57.5% Row (11) 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO DowElanco PN This Amendment No. 9 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 5, 1997, and Amendment No. 8 filed on May 22, 1997 (the "Schedule 13D"). All defined terms used but not otherwise defined herein have the meanings assigned to those terms in the Schedule 13D. Item 2. Identity and Background. This Item 2 is hereby amended by adding the following information at the end thereof. On June 30, 1997, The Dow Chemical Company ("TDCC") completed its purchase of the remaining 40% interest in DowElanco. Further details of the transaction, which results in TDCC owning 100% of DowElanco, are contained in the press release set out below. DOW ACQUIRES LILLY INTEREST IN DOWELANCO: June 30, 1997 - The Dow Chemical Company has completed its purchase of Eli Lilly and Company's 40 percent stake in DowElanco for $900 million plus Lilly's share of undistributed earnings. The purchase, which is the result of Lilly's exercise of its option to sell, makes Dow the sole owner of DowElanco. DowElanco, with annual sales of $2 billion, is one of the world's largest research-based agricultural products companies. The company is also the majority owner of Mycogen Corporation, a diversified agricultural biotechnology company. "We are very excited about the opportunity to become 100 percent owners of DowElanco," said William S. Stavropoulos, Dow's president and CEO. "We see tremendous value growth potential in the agricultural products industry, especially as a result of DowElanco's strong position in biotechnology. This acquisition is a strong fit with our growth strategy which focuses on high- value businesses that complement our core strengths and adds to our growing portfolio of less cyclical performance businesses." Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following paragraph to the end thereof. DowElanco obtained the funds required to effect the Common Stock purchases reported in Amendment No. 9 to Schedule 13D from working capital and other internal sources. Item 4. Purpose of Transaction. Part (a) of this Item 4 is hereby amended by adding the following information to the end thereof. (a) Since the filing of Amendment No. 8 to the Schedule 13D, DowElanco has purchased a number of shares in open market transactions. These transactions are summarized in the following table: Shares of Date Common Stock Price/Share Total Price 5/22/97 15,000 $22.000 $ 330,000.00 5/27/97 10,000 22.750 227,500.00 5/28/97 80,000 23.125 1,850,000.00 6/6/97 5,000 22.750 113,750.00 6/9/97 50,000 23.000 1,150,000.00 6/10/97 50,000 22.875 1,143,750.00 6/11/97 60,000 22.875 1,372,500.00 On June 3, 1997, DowElanco purchased from John L. Hagaman 6,666 shares of Common Stock at $19.25 per share for an aggregate purchase price of $128,320.50. This purchase was made pursuant to an agreement between Mr. Hagaman and DowElanco dated February 19, 1996 in which DowElanco agreed to purchase from Mr. Hagaman any and all shares he acquires through the exercise of options to acquire Common Stock under the Mycogen Corporation 1992 Stock Option Plan. The purchase price per share was equal to the exercise price of the options. Item 5. Interest in Securities of the Issuer. Parts (a), (b), (d) and (e) of this Item 5 are hereby amended in their entirety by replacing such sections with the indicated texts. Part (c) of Item 5 is hereby amended by adding the noted text to the end thereof. (a) DowElanco owns, and TDCC and Rofan indirectly own, an aggregate of 17,868,245 shares of Common Stock which represent approximately 57.5% of the total outstanding shares of Common Stock. (b) DowElanco has, and TDCC and Rofan indirectly have, the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of such 17,868,245 shares of Common Stock. (c) Since the filing of Amendment No. 8 to Schedule 13D, DowElanco has purchased 270,000 shares of Common Stock in open market transactions, and 6,666 shares of Common Stock in a private transaction for an aggregate purchase price of $6,315,820.50 (d) None of TDCC, Rofan, DowElanco or their respective affiliates is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any shares of Common Stock other than, the 17,868,245 shares of Common Stock acquired by DowElanco. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable Item 7. Material to be filed as Exhibits Not applicable SIGNATURES 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 11, 1997 THE DOW CHEMICAL COMPANY By: /s/G. MICHAEL LYNCH Name: G. Michael Lynch Title: Vice President and Controller ROFAN SERVICES INC. By: /s/G.E. MERSZEI Name: G. E. Merszei Title: Vice President DOWELANCO By: /s/LOUIS W. PRIBILA Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----