-----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, Bnb+pIQLKTKCs2xdEymuM2UP1VlnPU7SFYqODtQfWm6Ny+EPc/KvGI0pBhkV3yhn hjLNjGgRzYUAP3URxnDjZg== 0000029915-97-000007.txt : 19970131 0000029915-97-000007.hdr.sgml : 19970131 ACCESSION NUMBER: 0000029915-97-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970130 SROS: NYSE GROUP MEMBERS: DOW CHEMICAL CO /DE/ GROUP MEMBERS: DOWELANCO GROUP MEMBERS: ROFAN 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: 97514363 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 SC 13D/A 1 AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 4 _________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, General President Vice President, Counsel and Secretary Rofan Services Inc. Secretary and The Dow Chemical Company 2030 Dow Center General Counsel 2030 Dow Center Midland, MI 48674 DowElanco Midland, MI 48674 (517) 636-1000 9330 Zionsville Road (517) 636-1000 Indianapolis, IN 46268 (317)337-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 21, 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 (a) [ ] if 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 Services Inc. - Delaware DowElanco - Indiana Number of 7) Sole Voting Power 16,836,502 Shares of ________________________________________________________ Beneficially 8) Shared Voting Power 0 Owned by ________________________________________________________ Each Reporting 9) Sole Dispositive Power 16,836,502 Person With ________________________________________________________ 10) Shared Dispositive Power 0 ________________________________________________________ 11) Aggregate Amount Beneficially owned by Each Reporting Person as of January 24, 1997 16,836,502 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 54.6% 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO DowElanco PN This Amendment No. 4 is being filed to note the increase in the reporting persons' ownership from 51.8% to 54.6%. It 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, and Amendment No. 3 filed on December 4, 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. This 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. 4 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. 3 to the Schedule 13D, DowElanco has purchased a number of shares in open market transactions. Those transactions are summarized in the following table: Shares of Date Common Stock Price/Share Total Price 12/5/96 5,000 $18.2500 $ 91,250.00 1/8/97 5,000 22.2500 111,250.00 1/9/97 5,000 22.2000 111,000.00 1/10/97 5,000 23.4500 117,250.00 1/13/97 5,000 23.5750 117,875.00 1/14/97 15,000 23.2000 348,000.00 1/22/97 15,000 25.3750 380,625.00 1/24/97 5,000 24.8750 124,375.00 On January 21, 1997, DowElanco purchased directly from Kubota Corporation, a Japanese Corporation ("Kubota"), 620,000 shares of Common Stock at a purchase price of $21.8540 per share. On January 21, 1997, DowElanco also purchased directly from JT America Inc., a New York corporation ("JTA"), 244,700 shares of Common Stock at a purchase price of $22.2500 per share. If, during the twelve months following January 21, 1997, DowElanco publicly tenders for additional Common Stock, the purchase price for each share purchased from JTA in this transaction will be increased by the amount, if any, that the tender price exceeds $22.2500 per share. The purpose of these transactions was to increase DowElanco's ownership of Common Stock at prices and on terms that DowElanco considers favorable. From time to time, DowElanco may acquire additional shares of Common Stock on terms it considers favorable, subject to the percentage of ownership limitations contained in the Exchange and Purchase Agreement. 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 16,836,502 shares of Common Stock which represent approximately 54.6% 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 16,836,502 shares of Common Stock. (c) Since the filing of Amendment No. 3 to Schedule 13D, DowElanco has purchased (i) 60,000 shares of Common Stock in open market transactions for an aggregate purchase price of $1,401,625.00, (ii) 620,000 shares of Common Stock in a private transaction with Kubata for an aggregate purchase price of $13,549,480.00, and (iii) 244,700 shares of Common Stock in a private transaction with JTA for an aggregate purchase price of $5,444,575.00. These transactions are more fully described in Item 4, Part (a) hereto. (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 16,836,502 shares of Common Stock acquired by DowElanco. (e) Not applicable. 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: January 30, 1997 THE DOW CHEMICAL COMPANY By: /s/ Name: J. Pedro Reinhard Title: Executive Vice President and Chief Financial Officer ROFAN SERVICES INC. By: /s/ Name: J. Pedro Reinhard Title: President DOWELANCO By: /s/ Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----