-----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, JLgZPfvPCoEhdVGyrJWethObSwqqkw7mWx2LGFUwFU5XJa5Y8ejbD9W+ZvKfvP8p uyAcZnjuNMhWedXfSBf1Gg== 0000029915-98-000009.txt : 19980121 0000029915-98-000009.hdr.sgml : 19980121 ACCESSION NUMBER: 0000029915-98-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980120 SROS: NYSE 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: SEC FILE NUMBER: 005-39279 FILM NUMBER: 98509437 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 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. 11 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 Counsel The Dow Chemical Inc. Dow AgroSciences LLC Company 2030 Dow Center 9330 Zionsville Road 2030 Dow Center Midland, MI Indianapolis, IN Midland, MI 48674 48674 46268 (517) 636-1000 (517) 636-1000 (317) 337-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 9, 1998 (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 Dow AgroSciences 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 Dow AgroSciences LLC - Delaware Number of 7) Sole Voting 22,470,122* Shares Power Beneficially _________________ _______________________________ Owned by 8) Shared Voting Each Power 0 Reporting _________________ _______________________________ Person With 9) Sole 22,470,122* Dispositive Power _________________ _______________________________ 10) Shared 0 Dispositive Power 11) Aggregate Amount Beneficially owned by Each 22,470,122* Reporting Person as of January 19, 1998 12) Check Box if the Aggregate Amount in Row (11) Excludes [ ] Certain Shares 13) Percent of Class Represented by Amount in 62.9%* Row (11) 14) Type of Reporting Person The Dow Chemical Company CO Rofan Services Inc. CO Dow AgroSciences LLC OO This Amendment No. 11 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, Amendment No. 9 filed on July 11, 1997, and Amendment No. 10 filed on November 14, 1997(the "Schedule 13D"). All defined terms used but not otherwise defined herein have the meanings assigned to those terms in the Schedule 13D. ______________ * Includes shares which Dow AgroSciences has the right to acquire within the next 60 days. Percentage ownership of outstanding shares assumes, for purposes of this cover page, that all shares beneficially owned are issued and outstanding. See Item 4. Item 2. Identity and Background. Item 2 is hereby amended by adding the following information at the end thereof. On January 1, 1998, DowElanco LLC changed its name to Dow AgroSciences LLC. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following paragraph to the end thereof. Dow AgroSciences obtained the funds required to effect the Common Stock purchases reported in Amendment No. 11 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. 10 to the Schedule 13D, Dow AgroSciences 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 12/5/97 10,000 $19.5000 $195,000 12/9/97 10,000 19.5000 195,000 12/10/97 30,000 19.5000 585,000 12/11/97 5,000 19.5000 97,500 12/15/97 5,000 19.3750 96,875 12/18/97 15,000 19.3333 290,000 On December 1, 1997, Dow AgroSciences acquired from Kubota Corporation, a Japanese corporation, 80,000 shares of Common Stock at a purchase price of $20.761 per share. On January 9, 1998, Dow AgroSciences exercised its option to sell to Mycogen 400,000 ordinary shares of Verneuil Holdings S.A., a French company, in exchange for 483,439 shares of Common Stock under the terms of a Stock Purchase Agreement dated December 10, 1996, between Dow AgroSciences and Mycogen. When this transaction closed on January 16, 1998, Dow AgroSciences sold the Verneuil shares to Mycogen for a purchase price of $23.50 per share in exchange for newly issued shares of Common Stock valued at $19.456, the average closing price per share on the Nasdaq National Market for the thirty trading days ended January 9, 1998. The issuance of these shares of Common Stock will be delayed until the notice requirements of Nasdaq Rule 4310(c)(17)have been satisfied. The shares are expected to be issued on February 2, 1998. On January 16, 1998, Dow AgroSciences purchased from Mycogen 3,762,038 newly-issued shares of Common Stock in exchange for $75 million. The shares were valued at $19.936, the average daily closing price of Common Stock on the Nasdaq National Market for the trading days within the 90 calendar days ended January 15, 1998. The issuance of these shares will be delayed until the notice requirements of Nasdaq Rule 4310(c)(17) have been satisfied. The shares are expected to be issued on February 2, 1998. The purpose of these transactions was to increase Dow AgroSciences' ownership of Common Stock at prices and on terms that Dow AgroSciences considers favorable. 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) Dow AgroSciences owns, and TDCC and Rofan indirectly own, an aggregate of 22,470,122* shares of Common Stock which represent approximately 62.9%* of the total outstanding shares of Common Stock. (b) Dow AgroSciences 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 22,470,122* shares of Common Stock. (c) Since the filing of Amendment No. 10 to Schedule 13D, Dow AgroSciences has (i) purchased 75,000 shares of Common Stock in open market transactions for an aggregate purchase price of $1,459,375; (ii) purchased 80,000 shares of Common Stock from Kubota Corporation for an aggregate purchase price of $1,660,880; (iii) acquired 483,439* shares of Common Stock from Mycogen in exchange for 400,000 shares of ordinary shares of Verneuil valued at $9,400,000; and (iv) purchased 3,762,038* newly-issued shares of Common Stock from Mycogen for $75 million. (d) None of TDCC, Rofan, Dow AgroSciences 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 22,470,122* shares of Common Stock acquired by Dow AgroSciences. (e) Not applicable. ______________ * Includes shares which Dow AgroSciences has the right to acquire within the next 60 days. Percentage ownership of outstanding shares assumes for purposes of this Item 5 that all shares beneficially owned are issued and outstanding. See Item 4. ____________________________________________________________ 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 19, 1998 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 DOW AGROSCIENCES LLC By: /s/LOUIS W. PRIBILA Name: Louis W. Pribila Title: Vice President, Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----