-----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, SV44U+vPzu5yI7mlx5bkk0g3VUbkwUwKFMWu94SNDIqr4tnv/Y2XTQB3DFKTjFWp EunCKAHnbW3f7hFMUl5Tyw== 0000029915-97-000054.txt : 20040331 0000029915-97-000054.hdr.sgml : 20040331 19971114152100 ACCESSION NUMBER: 0000029915-97-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971114 DATE AS OF CHANGE: 19980129 GROUP MEMBERS: DOW CHEMICAL CO /DE/ GROUP MEMBERS: DOWELANCO LLC 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: 97720789 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. 10 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 LLC 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) November 11, 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 LLC 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 LLC - Delaware Number of 7) Sole Voting 18,069,645 Shares Power Beneficially _________________ _______________________________ Owned by 8) Shared Voting Each Power 0 Reporting _________________ _______________________________ Person With 9) Sole 18,069,645 Dispositive Power _________________ _______________________________ 10) Shared 0 Dispositive Power 11) Aggregate Amount Beneficially owned by Each Reporting Person as of November 18,069,645 11, 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 LLC OO This Amendment No. 10 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, and Amendment No. 9 filed on July 11, 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. Item 2 is hereby amended by adding the following information at the end thereof. On June 30, 1997, upon the purchase by The Dow Chemical Company ("TDCC") of the remaining 40% interest in DowElanco, DowElanco was redomesticated as a Delaware general partnership. On July 1, 1997, DowElanco was converted into a Delaware limited liability company known as DowElanco LLC (hereinafter, "DowElanco"). DowElanco's members are Rofan Services, Inc., which continues to own a 60% interest in DowElanco, and Centen Ag Inc., a Delaware corporation and a wholly-owned subsidiary of TDCC ("Centen"), which owns a 40% interest in DowElanco. Centen's principal executive offices are located at 2030 Dow Center, Midland, Michigan 48674. 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. 10 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. 9 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 8/15/97 10,000 $24.000 $240,000.00 8/18/97 10,000 24.000 240,000.00 8/20/97 10,000 24.000 240,000.00 8/21/97 15,000 23.958 359,374.50 8/22/97 10,000 23.625 236,250.00 10/24/97 117,900 20.697 2,440,173.94 10/27/97 11,000 20.568 226,250.20 10/29/97 17,500 20.750 363,125.00 DowElanco and Mycogen management have discussed the possibility of a $75 million private placement of Common Stock with DowElanco to refinance debt and to fund capital expenditures, working capital needs and possible acquisitions. At a meeting held on November 12, 1997, the Mycogen Board of Directors authorized management to proceed with this financing arrangement in either a single transaction or a series of transactions with DowElanco. The DowElanco-designated directors abstained from voting on this matter. The shares would be valued at the average daily closing price of Mycogen's Common Stock on the Nasdaq National Market for the trading days within the 90 calendar days preceding the date of the closing of the transaction. The DowElanco Members Committee has taken no action with respect to the possible transaction. The proposal would also be subject to the consent of The Dow Chemical Company. Part (d) of this Item 4 is hereby amended by adding the following information to the end thereof. On November 11, 1997, DowElanco notified the following directors that DowElanco will not vote to reelect them at the Mycogen Annual Meeting of Stockholders: Dr. Jerry D. Caulder, Thomas J. Cable, Dr. David H. Rammler, and W. Wayne Withers. DowElanco will support the reelection of its designees to the Board: Perry J. Gehring, Nickolas D. Hein, Louis W. Pribila, William C. Schmidt and G. William Tolbert. DowElanco will also vote for the election of Carlton J. Eibl, President of Mycogen, as a Director. DowElanco believes that Mycogen's strategy to create value added genetically engineered products from Bt technology across a wide range of crops requires additional skill sets at the Board level. DowElanco will nominate three as yet unidentified candidates who will be recruited for their special expertise and talents in plant biotechnology, the seed industry, and the financial affairs of growth oriented high technology companies. The addition of Carlton J. Eibl to the Board will ensure direct linkage between strategy and operations. 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 18,069,645 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 18,069,645 shares of Common Stock. (c) Since the filing of Amendment No. 9 to Schedule 13D, DowElanco has purchased 201,400 shares of Common Stock in open market transactions for an aggregate purchase price of $4,345,173.64. (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 18,069,645 shares of Common Stock acquired by DowElanco. (e) Not applicable. 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: November 13, 1997 THE DOW CHEMICAL COMPANY By: /s/G. MICHAEL LYNCH Name: G. Michael Lynch Title: Vice President and Controller ROFAN SERVICES INC. By: /s/J. PEDRO REINHARD Name: J. Pedro Reinhard Title: President DOWELANCO LLC By: /s/LOUIS W. PRIBILA Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----