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
