-----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, S/QRzSK19DM0hK722B4z6HKYOgIUvQ+fckIEE2d7ymGonjDnzO/dP4ULwGtM0Cky 1vAlJWtjkPK050d94udMGw== 0000950152-96-000872.txt : 19960308 0000950152-96-000872.hdr.sgml : 19960308 ACCESSION NUMBER: 0000950152-96-000872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960307 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: 1934 Act SEC FILE NUMBER: 005-39279 FILM NUMBER: 96532368 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: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 SC 13D/A 1 LUBRIZOL SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ------- MYCOGEN CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 628452104 ---------------------------------- (CUSIP Number) Joseph W. Bauer, Esq., Vice President and General Counsel, The Lubrizol Corporation 29400 Lakeland Boulevard, Wickliffe, Ohio 44092 216/943-4200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 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 aquisition 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 the statement[ ]. (A fee is not required only if the reporting person:(1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with Commission. See Rule 13d-1(a) for other parties to whom copies are being sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 628452104 PAGE 2 OF 7 PAGES ------------------- ----- ----- - -------------------------------------------------------------------------------- | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | The Lubrizol Corporation 34-0367600 | |---|--------------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]| | | (b) [ ]| | | | | | | |---|--------------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | | | | | | | |---|--------------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | | | | 00 | | | | |---|--------------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED | | | PURSUANT TO ITEMS 2(d) or 2(e) [ ]| | | | | | | |---|--------------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | Ohio | | | | |------------------------------------------------------------------------------| | | 7 | SOLE VOTING POWER | | | | | | | | 0 | | | | | | |---|------------------------------------------------------------| | | 8 | SHARED VOTING POWER | | | | | | | | 0 | | | | | | |---|------------------------------------------------------------| | | 9 | SOLE DISPOSITIVE POWER | | | | | | | | 0 | | | | | | |---|------------------------------------------------------------| | | 10| SHARED DISPOSITIVE POWER | | | | | | | | 0 | | | | | |------------------------------------------------------------------------------| | 11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 0 | | | | |---|--------------------------------------------------------------------------| | 12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]| | | CERTAIN SHARES* | | | | | | | |---|--------------------------------------------------------------------------| | 13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | 0 | | | | |---|--------------------------------------------------------------------------| | 14| TYPE OF REPORTING PERSON | | | | | | CO | | | | - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Item 1. Security and Issuer. - ----------------------------- The title and class to which this Statement relates is Common Stock, $.001 par value ("Common Stock") of Mycogen Corporation, a Delaware corporation ("Mycogen" or "Issuer"). The name and address of the principal executive offices of the Issuer of the Securities is: Mycogen Corporation 5501 Oberlin Drive San Diego, California 92121-1718 Item 2. Identity and Background. - --------------------------------- The name of the person filing this Schedule 113D is The Lubrizol Corporation, an Ohio corporation ("Lubrizol"). The principal business of Lubrizol is the manufacture and sale of specialty chemicals. The address of Lubrizol's principal business, and the address of its principal office, is: The Lubrizol Corporation 29400 Lakeland Boulevard Wickliffe, Ohio 44092-2298 Attachment I hereto lists each executive officer and director of Lubrizol and the business address, present principal occupation or employment and citizenship of each such executive officer and director, as well as the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, neither Lubrizol, nor to the best knowledge of Lubrizol, any of the persons named in Attachment I has been convicted in a criminal proceeding. During the last five years, neither Lubrizol, nor to the best knowledge of Lubrizol, any of the persons named in Attachment I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ----------------------------------------------------------- Except with respect to the options described below, the consideration paid by Lubrizol for its beneficial interest in the Common Stock consisted of a portion of Lubrizol's interest in Agrigenetics, L.P., a limited partnership (the formation and ownership of which were described in Lubrizol's Amendment No. 1, December 1, 1992, to this Schedule 13D). Lubrizol also had a beneficial interest in options to acquire 50,000 shares of Common Stock, which were granted Page 3 of 7 Pages 4 to George R. Hill, Lubrizol's Senior Vice President, and Kenneth H. Hopping, Lubrizol's Vice President and Secretary, for their service on behalf of Lubrizol as directors of Mycogen. Of such options, options to acquire 14,999 shares of Common Stock were presently exercisable and were exercised on February 20, 1996. The shares of Common Stock acquired pursuant to such options were disposed of by Lubrizol as disclosed in Item 4 hereto. All other options were unvested and expired by their terms upon the resignation as directors of Messrs. Hill and Hopping effective February 20, 1996. Item 4. Purpose of Transaction. - -------------------------------- The Common Stock beneficially owned by Lubrizol, including shares held by its second tier wholly owned subsidiary, AGC Holdings, Inc., a Delaware corporation ("AGC"), was acquired by Lubrizol for investment purposes. On January 15, 1996, Lubrizol, AGC and DowElanco, an Indiana general partnership ("DowElanco"), entered into the Stock Purchase Agreement attached as Exhibit 99(a)(1) to Amendment Number 3 to this Schedule 13D ("Stock Purchase Agreement") pursuant to which (i) Lubrizol and AGC agreed to sell to DowElanco 9,502,348 shares of Common Stock and (ii) DowElanco agreed to buy, and Lubrizol and AGC agreed to sell, such shares for a purchase price of $126,217,849. On February 20, 1996, Lubrizol, AGC and DowElanco closed the transactions contemplated by the Stock Purchase Agreement in accordance with the terms specified therein. As a result, Lubrizol and AGC have disposed of all shares of Common Stock benefically owned by them. Page 4 of 7 Pages 5 Other than as set forth in Items 3 and 4 and in the Stock Purchase Agreement, Lubrizol has no present plans or proposals relating to or which would result in a. any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; b. any sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; c. any change in the present board of directors or management of the Issuer, including a change in the number or term of directors, or the filling of any existing vacancies on the board; d. any material change in the present capitalization or dividend of policy of the Issuer; e. any other material change in the Issuer's business or corporate structure; f. changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; g. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; h. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or i. any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- (a) - (c) Lubrizol has no beneficial interest in any shares of Common Stock. All transactions in shares of Common Stock effected since the filing of the most recent Schedule 13D are described in Items 3 and 4. Page 5 of 7 Pages 6 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect - ------------------------------------------------------------------------------ to Securities of the Issuer. - ---------------------------- See Items 4 and 5 of this Amendment No. 3 to Schedule 13D. Item 7. Material to be Filed as Exhibits. - ------------------------------------------ None Page 6 of 7 Pages 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED this 7th day of March, 1996. THE LUBRIZOL CORPORATION By /s/ Ray A. Andreas -------------------------- Title: Vice President and Chief Financial Officer Page 7 of 7 Pages 8 SCHEDULE 13D ATTACHMENT 1 L. E. Coleman - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Chairman and Director of The Lubrizol Corporation, a specialty chemical company located at 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. W. G. Bares - 29400 Lakeland Boulevard, Wickliffe, OH 44092, President, Director and CEO of The Lubrizol Corporation, a specialty chemical company located at 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. E. F. Bell - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Retired President and CEO of Ameritech Ohio, a telecommunications company located at 45 Erieview Plaza R1500, Cleveland, OH 44014, US citizen. P. G. Elliott - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and President of The University of Akron located at Akron, OH 44325-4702, US citizen. G. D. Harnett - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Chairman, President and CEO of Brush Wellman Inc., a producer of beryllium and beryllium-containing engineered products located at 17876 St. Clair Avenue, Cleveland, OH 44110-2697, US citizen. V. F. Haynes - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Vice President-Research and Development and Chief Technical Officer of the BFGoodrich Company, a specialty chemicals and aerospace company located at 9921 Brecksville Road, Brecksville, OH 44141, US citizen. D. H. Hoag - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Chairman, President and CEO of The LTV Corporation and CEO of LTV Steel Company, a steel and oil field supply company located at LTV Steel Building, 25 West Prospect Avenue, Cleveland, OH 44115, US citizen. 9 Attachment 1 (continued) T. C. MacAvoy - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Retired Vice Chairman of the Board of Corning, Inc., a glass and glass products company and Professor of Business Administration, Darden School, University of Virginia, located at 3230 Waverly Drive, Charlottesville, VA 22901, US citizen. W. P. Madar - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and President and CEO of Nordson Corporation, an industrial equipment company located at 28601 Clemens Road, Westlake, OH 44145, US citizen. R. A. Miller - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Retired Chairman and CEO of Centerior Energy Corporation, an electric utility holding company, located at 464-9 Deer Path, Aurora, OH 44202. R. A. Mitsch - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Vice Chairman and Executive Vice President-Industrial and Consumer Sector and Corporate Services of 3M, a manufacturer of products for industrial, commercial, health care and consumer markets located at 3M Center-Bldg. 220-13W-39, St. Paul, MN 55144-1000, US citizen. R. D. Thompson - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Vice Chairman and Director of Oglebay Norton Company, a raw materials and marine transportation company located at 1100 Superior Avenue, 20th Floor, Cleveland, OH 44114, US citizen. K. E. Ware - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Director of The Lubrizol Corporation and Chairman and CEO of Ware Industries, Inc., a specialty wire forms and steel components company located at Westgate Plaza, Suite 220, 20325 Center Ridge Road, Rocky River, OH 44116, US citizen. R. A. Andreas - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President and CFO of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. J. W. Bauer - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President and General Counsel of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. 10 Attachment 1 (continued) J. G. Bulger - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, Canadian citizen. S. A. Di Biase - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. G. R. Hill - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Senior Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. J. E. Hodge - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. K. H. Hopping - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President and Secretary of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. W. R. Jones - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Treasurer of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. S. F. Kirk - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. Y. Le Couedic - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, French citizen. G. P. Lieb - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Controller-Accounting and Financial Reporting and Principal Accounting Officer of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. M. W. Meister - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. 11 Attachment 1 (continued) D. A. Muskat - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Operations Manager of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. L. M. Reynolds - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Assistant Secretary and Counsel of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, US citizen. J. Alun Thomas - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice President of The Lubrizol Corporation, a specialty chemical company located 29400 Lakeland Boulevard, Wickliffe, OH 44092, UK citizen. -----END PRIVACY-ENHANCED MESSAGE-----