-----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, F+2N4wtf253T7f2JyTBeGd4B0JPNsxkn5qNe3Q2aKpTwFjDhsVvdAwkwPznY9WOu kc4LqxvvWwveQVuDL6jYmQ== 0000029915-96-000043.txt : 20040323 0000029915-96-000043.hdr.sgml : 20040323 19960607164000 ACCESSION NUMBER: 0000029915-96-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960607 DATE AS OF CHANGE: 19970127 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: 96578414 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. 2 _________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 Reinhard Louis W. Pribila Vice President and President Vice President, Secretary General Counsel Rofan Services Inc. and General Counsel The Dow Chemical Company 2030 Dow Center DowElanco 2030 Dow Center Midland, MI 48674 9330 Zionsville Road Midland, Michigan 48674 (517)636-1000 Indianapolis, IN 46268 (517) 636-1000 (317)337-300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 30, 1996 (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 and its The Dow Chemical Company I.R.S. Identification No. I.R.S. 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 - Delaware Organization Rofan Service Inc. - Delaware DowElanco - Indiana Number of 7) Sole Voting Power 14,494,102 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 14,494,102 Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 14,494,102 owned by Each Reporting Person as of May 30, 1995 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 47.3% Amount in Row (11) 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO DowElanco PN This Amendment No. 2 to Schedule 13D is being filed to note the increase in the reporting persons' ownership from 46.2% to 47.3%. It amends the original Schedule 13D filed by the reporting persons on January 25, 1996, as amended by Amendment No. 1 filed on February 26, 1996 (the "Schedule 13D"). All defined terms used but not otherwise defined herein have the meanings assigned to those terms in the Schedule 13D. 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 transactions reported in Amendment No. 2 to the Schedule 13D from working capital and other internal sources. Item 4. Purpose of Transaction Item 4 is hereby amended by adding the following information to the end of sections (a) and (d) thereof. (a) Since the filing of Amendment No. 1 to the Schedule 13D, the following transactions have taken place pursuant to the Process: Shares of Date Common Stock Price/Share Total Price 2/26/96 1,000 $19.000 $19,000.00 2/27/96 100 18.875 1,887.50 2/28/96 12,166 19.125 232,674.75 2/29/96 4,421 19.063 84,275.31 3/1/96 1,500 19.250 28,875.00 3/4/96 10,200 19.125 195,075.00 3/5/96 1,069 19.500 20,845.50 3/6/96 2,000 19.000 38,000.00 3/8/96 1,944 19.000 36,936.00 3/11/96 2,666 18.250 48,654.50 4/26/96 54,357 18.326 951,247.50 In addition, DowElanco has purchased a number of shares in open market transactions since the filing of Amendment No. 1 to Schedule 13D. Those transactions are summarized in the following table: Shares of Date Common Stock Price/Share Total Price 5/2/96 10,000 $16.625 $166,250.00 5/3/96 5,000 17.000 85,000.00 5/6/96 7,500 16.875 126,562.50 5/7/96 20,000 17.766 355,312.00 5/8/96 10,000 18.000 180,000.00 5/9/96 10,000 18.000 180,000.00 5/10/96 17,500 18.1786 318,125.50 5/13/96 60,000 18.250 1,095,000.00 5/14/96 20,000 18.250 365,000.00 5/15/96 55,000 18.1136 996,248.00 5/16/96 10,000 17.500 175,000.00 5/21/96 47,500 18.000 855,000.00 5/23/96 15,000 18.000 270,000.00 5/24/96 15,000 18.000 270,000.00 5/28/96 10,000 18.000 180,000.00 5/29/96 10,000 17.875 178,750.00 5/30/96 10,000 17.875 178,750.00 (d) It remains likely that DowElanco will attempt to acquire a majority of the Common Stock (and designate a majority of Mycogen's directors pursuant to the Exchange and Purchase Agreement), although DowElanco has not made a final decision on this matter. Item 5. Interest in Securities of the Issuer Parts (a), (b) and (d) of Item 5 are hereby amended in their entirety by replacing such sections with the indicated text. 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 14,494,102 shares of Common Stock which represent approximately 47.3% 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 14,494,102 shares of Common Stock. (c) Since the filing of Amendment No. 1 to Schedule 13D, DowElanco has purchased (i) 91,423 shares of Common Stock pursuant to the Process for an aggregate purchase price of $1,657,471.06 and (ii) 332,500 shares of Common Stock in open market transactions for an aggregate purchase price of $5,974,998. (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 14,494,102 shares of Common Stock acquired by DowElanco. Item 7. Material to be Filed as Exhibits None 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: June 7, 1996 THE DOW CHEMICAL COMPANY By: /s/ ROGER L. KESSELER Name: Roger L. Kesseler Title: Vice President and Controller ROFAN SERVICES INC. By: /s/ HENRY KAHN Name: Henry Kahn Title: Treasurer DowElanco By: /s/ WILLIAM C. SCHMIDT Name: William C. Schmidt Title: Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----