SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Act of 1934
Amendment No. 3
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 and President Vice President, Secretary
General Counsel Rofan Services Inc. and General Counsel
The Dow Chemical Company 2030 Dow Center DowElanco
2030 Dow Center Midland, MI 48674 9330 Zionsville Road
Midland, MI 48674 (517)636-1000 Indianapolis, IN 46268
(517)636-1000 (317)337-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 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 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 the
statement [ ].
CUSIP No. 628452 10 4
_________________________________________________________________
1) Name of Reporting Persons
S.S. OR I.R.S. Identification Nos. of Above Persons
The Dow Chemical Company (#38-1285128)
Rofan Services Inc. (#38-2853855)
DowElanco (#35-17811118)
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to
Item 2(d) OR 2 (e) [ ]
_________________________________________________________________
6) Citizenship or Place of Organization
The Dow Chemical Company - Delaware
Rofan Services Inc. - Delaware
DowElanco - Indiana
_________________________________________________________________
Number of Shares 7) Sole Voting Power 15,911,802
Beneficially Owned 8) Shared Voting Power 0
by Each Reporting 9) Sole Dispositive Power 15,911,802
Person With 10) Shared Dispositive Power 0
_________________________________________________________________
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 15,911,802
_________________________________________________________________
12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 51.8%
_________________________________________________________________
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
This Amendment No. 3 is being filed to note the increase
in the reporting persons' ownership from 47.3% to 51.8%. It
amends the original Schedule 13D filed by the reporting persons
on January 25, 1996, as amended by Amendment No. 1 filed on
February 26, 1996 and by Amendment No. 2 filed on June 7, 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.
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. 3 to Schedule 13D from
working capital and other internal sources.
Item 4. Purpose of Transaction.
This Item 4 is hereby amended by adding the following
information to the end of the designated parts thereof.
(a) Since the filing of Amendment No. 2 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
6/5/96 7,500 $17.8750 $134,062.50
6/6/96 10,000 17.8750 178,750.00
6/7/96 10,000 17.8750 178,750.00
6/12/96 5,000 17.8750 89,375.00
6/14/96 5,000 17.8750 89,375.00
7/15/96 22,500 14.2500 320,625.00
7/16/96 10,000 14.2500 142,500.00
7/23/96 20,000 15.2500 305,000.00
7/24/96 20,000 15.0940 301,876.00
7/30/96 10,000 15.7500 157,500.00
10/25/96 20,000 15.5000 310,000.00
10/28/96 10,000 15.5000 155,000.00
10/29/96 5,000 15.5000 77,500.00
10/30/96 15,000 15.7500 236,250.00
10/31/96 5,000 15.7500 78,750.00
11/1/96 5,000 15.7500 78,750.00
11/11/96 22,500 16.3333 367,499.25
11/15/96 25,000 16.7500 418,750.00
11/18/96 12,500 16.8750 210,937.50
11/21/96 5,000 16.6250 83,125.00
11/22/96 137,700 16.7500 2,306,475.00
11/25/96 35,000 16.6960 584,374.00
On December 2, 1996, DowElanco purchased directly from Pioneer
Overseas Corporation, an Iowa Corporation ("Pioneer"), 1,000,000
shares of Common Stock at a purchase price of $16.75 per share.
The purpose of the acquisition is to allow DowElanco to obtain
control of Mycogen's board of directors under the Exchange and
Purchase Agreement and to take a more active role in the
development and protection of Mycogen's technology rights.
Mycogen had informed DowElanco of a proposed stock acquisition
and technology transaction with a third party that in DowElanco's
view would have impaired Mycogen's technology rights. Although
Mycogen informed DowElanco that Mycogen had rejected the
transaction, DowElanco feared that the transaction would be
revived in modified form.
(d) Because DowElanco, as of December 2, 1996, beneficially
owns a majority of the outstanding shares of Common Stock,
DowElanco is immediately entitled, under the Exchange and
Purchase Agreement, to majority representation on Mycogen's board
of directors. Four of the nine members of the board of directors
presently are DowElanco designees. DowElanco has advised Mycogen
of DowElanco's right to majority board representation and will
take whatever steps are necessary to enforce that right. Because
Mycogen's by-laws limit the size of the board to nine members,
DowElanco has asked Mycogen to arrange for the resignation of one
director to allow DowElanco's designee to be elected. DowElanco
intends to designate Louis W. Pribila for election to Mycogen's
board as DowElanco's additional director designee. DowElanco has
also proposed the possibility of amending Mycogen's by-laws to
increase the size of the board to eleven at some point in the
future.
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 15,911,802 shares of Common Stock which represent
approximately 51.8% 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 15,911,802 shares of
Common Stock.
(c) Since the filing of Amendment No. 2 to Schedule 13D,
DowElanco has purchased (i) 417,700 shares of Common Stock in
open market transactions for an aggregate purchase price of
$6,805,224.25 and (ii) 1,000,000 shares of Common Stock in a
private transaction with Pioneer for an aggregate purchase price
of $16,750,000. Both 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 15,911,802
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: December 4, 1996
THE DOW CHEMICAL COMPANY
By: /s/ William S. Stavropoulos
Name: William S. Stavropoulos
Title: President and CEO
ROFAN SERVICES INC.
By: /s/ J. Frank Whitley, Jr.
Name: J. Frank Whitley, Jr.
Title: Vice President
DowElanco
By: /s/ Louis W. Pribila
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
