-----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, WLFPWHSYGuzYzNqkVtMSl7GiBNjds2AZN3HOpDWCQ//9Z2P0XCKhCPXZxOlxpyso lEUtSkpqN8+MY6Pbu2ORug== 0000029915-97-000029.txt : 20040331 0000029915-97-000029.hdr.sgml : 20040331 19970522111400 ACCESSION NUMBER: 0000029915-97-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970522 DATE AS OF CHANGE: 19980129 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: 97612818 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. 8 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) May 15, 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 17,591,579 Shares Power Beneficially _________________ _______________________________ Owned by 8) Shared Voting Each Power 0 Reporting _________________ _______________________________ Person With 9) Sole 17,591,579 Dispositive Power _________________ _______________________________ 10) Shared 0 Dispositive Power 11) Aggregate Amount Beneficially owned by Each Reporting Person as of 17,591,579 May 15, 1997 12) Check Box if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares 13) Percent of Class Represented by Amount in 56.8% Row (11) 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO DowElanco PN This Amendment No. 8 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 and Amendment No. 7 filed on May 2, 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 May 14, 1997, Eli Lilly and Company ("Lilly"), the sole owner of EPCO, Inc.("EPCO"), DowElanco's 40% general partner, exercised its option to sell its entire interest in DowElanco to The Dow Chemical Company ("TDCC"), the sole owner of Rofan Services, Inc. ("Rofan"), DowElanco's 60% general partner. The transaction is to be completed on or before June 30, 1997. The terms of the transaction are described in a press release issued by TDCC on May 15, 1997, a copy of which is filed as an Exhibit to Amendment No. 8 to 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 Common Stock purchases reported in Amendment No. 8 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. 7 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 5/7/97 2,500 $21.500 $53,750.00 5/8/97 50,000 21.875 1,093,750.00 5/9/97 51,825 22.190 1,149,996.75 On May 2, 1997, DowElanco purchased 95,752 shares of Common Stock from Jerry D. Caulder at $28.00 per share for an aggregate purchase price of $2,681,056.00, in accordance with the Offer. 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 17,591,579 shares of Common Stock which represent approximately 56.8% 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 17,591,579 shares of Common Stock. (c) Since the filing of Amendment No. 7 to Schedule 13D, DowElanco has purchased 104,325 shares of Common Stock in open market transactions for an aggregate purchase price of $2,297,496.75 and 95,752 shares of Common Stock in a private transaction with Jerry D. Caulder for an aggregate purchase price of $2,681,056. (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 17,591,579 shares of Common Stock acquired by DowElanco. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by adding the following text to the end thereof. TDCC has agreed to acquire from EPCO all of EPCO's 40% interest in the DowElanco general partnership. The agreement is more fully described in the press release filed as an Exhibit to Amendment No. 8 to Schedule 13D. Item 7. Material to be filed as Exhibits Exhibit No. Description 99 Press Release: Sale of EPCO's Interest in DowElanco 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: May 22, 1997 THE DOW CHEMICAL COMPANY By:/S/G. MICHAEL LYNCH Name: G. Michael Lynch Title: Vice President and Controller ROFAN SERVICES INC. By:/s/GEOFFERY E. MERSZEI Name: Geoffery E. Merszei Title: Vice President DOWELANCO By:/s/LOUIS W. PRIBILA Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel EX-99 2 EXHIBIT 99 For more information, please contact: Darlene MacKinnon The Dow Chemical Company 517-636-2876 May 15, 1997 Dow Chemical to Acquire Lilly Interest in DowElanco Midland, MI -- The Dow Chemical Company announced today that it will acquire Eli Lilly and Company's 40 percent stake in DowElanco, for $900 million plus undistributed earnings, as a result of Lilly's exercise of its option to sell its interest. This will make Dow the sole owner of DowElanco. DowElanco, a global agricultural products joint venture, was formed in 1989 with Lilly holding a 40 percent interest and Dow owning the remaining 60 percent. The venture combined the plant science businesses of both parent companies, as well as Dow's specialty pest management business. Since the formation of the joint venture, DowElanco has seen strong growth in both its sales and profitability, aided by its aggressive research and development. "Our partnership with Lilly has been an excellent example of how a joint venture should work," said William S. Stavropoulos, Dow's president and CEO. "We are excited about the tremendous value opportunities that lie ahead of us. We view the agricultural products business as an engine for growth, which will be accelerated by DowElanco's increased commitment to agricultural biotechnology. This acquisition is part of our value growth strategy to increase investment in Performance businesses." DowElanco, with sales of $2 billion, is one of the world's largest research-based agricultural companies. It discovers, develops, manufactures, and markets agricultural and non-crop products for weed, insect, and plant disease management, and is a global leader in urban pest management. The company also is majority owner of Mycogen Corporation, a diversified agricultural biotechnology company that develops and markets technology-based seed and pest management products. The Dow Chemical Company is the world's fifth largest chemical company with annual sales of over $20 billion. Dow manufactures and supplies chemicals, plastics, energy, agricultural products, consumer goods and environmental services for customers in 157 countries around the world, and employs approximately 40,300 people worldwide. -----END PRIVACY-ENHANCED MESSAGE-----