SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 5
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. DowElanco
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)
March 1, 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
I.R.S. Identification No.
35-1781118
2) Check the Appropriate (a) [ ]
Box if a Member of (b) [ ]
a Group
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 - Delaware
Organization Rofan Services Inc. - Delaware
DowElanco - Indiana
Number 7) Sole Voting Power 17,306,502(1)
of _____________________ _______________________________
Shares 8) Shared Voting
Benefici Power 0
ally _____________________ _______________________________
Owned by 9) Sole Dispositive
Each Power 17,306,502(1)
Reportin _____________________ _______________________________
g Person 10) Shared 0
With Dispositive Power
Page 2 of 6
11) Aggregate Amount
Beneficially owned by Each
Reporting Person as of 17,306,502 (1)
March 12, 1997
12) Check Box if the
Aggregate [ ]
Amount in Row (11) Excludes
Certain Shares
13) Percent of Class
Represented by Amount in 56.0% (1)
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
(1) Numbers and percentages include 400,000 shares of the Issuer's
Common Stock to be acquired by DowElanco on April 1, 1997 from
Kubota Corporation. See Item 4, Part (a) for additional
information.
This Amendment No. 5 is being filed to note the increase
in the reporting persons' ownership from 54.6% to 56.0%. It
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, and Amendment No. 4
filed on January 30, 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 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. 5 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. 4 to the Schedule
13D, DowElanco has purchased a number of shares in open market
transactions. Those transactions are summarized in the following
table:
Page 3 of 6
Shares of
Common Stock Price/Share Total Price
Date
1/27/97 20,000 $24.469 $489,367.00
1/30/97 10,000 24.188 241,875.00
2/12/97 5,000 25.625 128,125.00
2/13/97 20,000 25.625 512,500.00
3/4/97 5,000 26.250 131,250.00
3/5/97 5,000 26.875 134,375.00
3/11/97 5,000 27.000 135,000.00
On March 1, 1997, DowElanco agreed to purchase directly from
Kubota Corporation, a Japanese Corporation ("Kubota"), 400,000
shares of Common Stock at a purchase price of $26.049 per share.
The effective date of this transaction will be April 1, 1997.
The purpose of this transaction was to increase DowElanco's
ownership of Common Stock at a price and on terms that DowElanco
considers favorable. From time to time, DowElanco may acquire
additional shares of Common Stock on terms it considers
favorable, subject to the percentage of ownership limitations
contained in the Exchange and Purchase Agreement.
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) Upon the completion of the transaction with Kubota
described in Item 4, Part (a) DowElanco will own, and TDCC and
Rofan will indirectly own, an aggregate of 17,306,502 shares of
Common Stock which represent approximately 56.0% of the total
outstanding shares of Common Stock.
(b) Upon the completion of the transaction with Kubota
described in Item 4, Part (a) DowElanco will have, and TDCC and
Rofan will indirectly have, the sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition
of such 17,306,502 shares of Common Stock.
(c) Since the filing of Amendment No. 4 to Schedule 13D,
DowElanco has (i) purchased 70,000 shares of Common Stock in open
market transactions for an aggregate purchase price of $1,772,492
and (ii) agreed to purchase 400,000 shares of Common Stock in a
private transaction with Kubota for an aggregate purchase price
of $10,419,600. This transaction is 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 17,306,502
shares of Common Stock acquired or to be acquired by DowElanco.
Page 4 of 6
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
DowElanco entered into a Stock Purchase Agreement with Kubota on
March 1, 1997. That agreement is more fully described in Item 4,
Part (a) hereto, the complete text of which is filed as an
exhibit to this Amendment No. 5 to Schedule 13D and incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit No. Description
99 Stock Purchase Agreement
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: March 12, 1997
THE DOW CHEMICAL COMPANY
By: J. Pedro Reinhard
Name: J. Pedro Reinhard
Title: Executive Vice President
and Chief Financial Officer
ROFAN SERVICES INC.
By: J. Pedro Reinhard
Name: J. Pedro Reinhard
Title: President
DOWELANCO
By: Louis W. Pribila
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
Page 5 of 6
EXHIBIT INDEX
99 Stock Purchase Agreement
Page 6 of 6
</PAGE>
EXHIBIT 99
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated this 1st day of March,
1997, is by and between DowElanco, an Indiana general partnership
("Purchaser"), and KUBOTA Corporation, a Japanese corporation
("Seller").
WHEREAS, Seller owns and is willing to sell to Purchaser,
and Purchaser is willing to purchase from Seller, Four Hundred
Thousand (400,000) shares (the "Shares") of common stock, par
value $.001 per share, of Mycogen Corporation, a California
corporation (the "Company"), on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the parties hereto agree as follows.
Section 1. Representations and Warranties of Seller.
Seller represents and warrants to Purchaser as follows:
(a) Seller is a corporation duly organized, validly
existing and in good standing under the laws of Japan.
(b) Seller has all necessary corporate power and authority
to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transaction contemplated hereby.
(c) This Agreement has been duly and validly executed and
delivered by Seller and constitutes a legal, valid and binding
agreement of Seller enforceable against Seller in accordance with
its terms.
(d) The execution, delivery and performance by Seller of
this Agreement and the consummation of the transaction
contemplated hereby do not and will not (i) contravene or
conflict with the Certificate of Incorporation or By-Laws of
Seller or (ii) assuming that all consents, authorizations and
approvals contemplated by subsection (f) below have been obtained
and all filings described therein have been made, contravene or
conflict with or constitute a violation of any provision of any
law, regulation, judgment, injunction, order or decree binding
upon or applicable to Seller, any of its subsidiaries or any of
its properties.
(e) The execution, delivery and performance by Seller of
this Agreement and the consummation of the transaction
contemplated hereby by Seller require no action by Seller in
respect of, or filing by Seller with, any governmental body,
agency, official or authority (either domestic or foreign) other
than (i) compliance with the Securities Act of 1933, the
Securities Exchange Act of 1934, and any applicable requirements
of state securities, takeover and Blue Sky laws; and (ii) such
actions or filings which, if not taken or made, would not
individually or in the aggregate materially interfere with the
consummation of the transaction contemplated by this Agreement.
(f) Neither Seller nor any of its subsidiaries or its
properties is subject to any order, writ, judgment, injunction,
decree, determination or award which would prevent or delay the
consummation of the transaction contemplated hereby.
(g) Seller has good and valid title to the Shares, free and
clear of any Liens.
(h) There are no options or rights to acquire, or any
agreements to which Seller is a party relating to the Shares,
other than this Agreement.
(i) The transfer of the Shares hereunder to Purchaser will
transfer to Purchaser good and valid title to the Shares, free
and clear of any Liens.
(j) Seller has not offered any of the Shares for sale to
any party other than Purchaser within the last six (6) months.
Section 2. Representations and Warranties of Purchaser.
Purchaser represents and warrants to Seller as follows:
(a) Purchaser is a general partnership organized under the
laws of Indiana.
(b) Purchaser has all necessary power and authority to
execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transaction contemplated hereby.
(c) This Agreement has been duly and validly executed and
delivered by Purchaser and constitutes a legal, valid and binding
agreement of Purchaser enforceable against Purchaser in
accordance with its terms.
(d) The execution, delivery and performance by Purchaser of
this Agreement and the consummation of the transaction
contemplated hereby do not and will not (i) contravene or
conflict with the Partnership Agreement of Purchaser or (ii)
assuming that all consents, authorizations and approvals
contemplated by subsection (f) below have been obtained and all
filings described therein have been made, contravene or conflict
with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or
applicable to Purchaser, any of its subsidiaries or any of its
properties.
(e) The execution, delivery and performance by Purchaser of
this Agreement and the consummation of the transaction
contemplated hereby by Purchaser require no action by Purchaser
or in respect of, or filing by Purchaser with, any governmental
body, agency, official or authority (either domestic or foreign)
other than (i) compliance with any applicable requirements of
the Securities Act of 1933, the Securities Exchange Act of 1934,
and any applicable requirements of state securities, takeover and
Blue Sky laws; and (ii) such actions or fillings which, if not
taken or made, would not individually or in the aggregate
materially interfere with the consummation of the transaction
contemplated by this Agreement.
(f) Purchaser is acquiring the Shares solely for its own
account for investment only and not with a view to resale in
connection with a distribution thereof as that term is defined in
the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder. Purchaser
acknowledges that the Shares to be purchased pursuant to this
Agreement have not been registered under the Securities Act of
1933, as amended, or any applicable state securities law and may
not be transferred or sold except pursuant to an effective
registration statement under the Securities Act of 1933 or
exemption therefrom and that certificates evidencing the Shares
will bear a restrictive legend to that effect. Purchaser has
conducted its own investigation with respect to the transaction
contemplated by this Agreement and has not relied upon Seller
with respect to information about the Company.
(g) Neither Purchaser nor any of its subsidiaries or their
respective properties is subject to any order, writ, judgment,
injunction, decree, determination or award which would prevent or
delay the consummation of the transaction contemplated by this
Agreement.
Section 3. Purchase and Sale of the Shares. Purchaser
hereby agrees to purchase all of the Shares as of April 1, 1997,
for Ten Million Four Hundred Nineteen Thousand Six Hundred
Dollars ($10,419,600 USD) (the "Purchase Price"). Seller hereby
agrees to sell, transfer and deliver the Shares to Purchaser as
of April 1, 1997, (duly endorsed for transfer to "DowElanco" or
accompanied by stock transfer powers duly executed in favor of
"DowElanco", with signatures guaranteed by a commercial bank or a
member of The New York Stock Exchange, Inc., with all necessary
stock transfer tax stamps affixed and canceled), and delivered to
the Company's transfer agent by express courier as soon as
practicable on or after April 1, 1997. Purchaser will wire
transfer to Seller (to such account(s) as Seller shall specify)
immediately available funds representing the Purchase Price
immediately upon the execution of this Agreement and delivery of
the Shares as described above. Seller will, upon request of
Purchaser, promptly execute and deliver all additional documents
reasonably deemed by Purchaser to be necessary, appropriate or
desirable to effect, complete and evidence the sale, assignment
and transfer of the Shares pursuant to this Agreement.
Section 4. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with its terms and
that each party shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity
such party may have.
Section 5. Indemnification. Each party (an "indemnitor"),
in connection with the transaction contemplated herein, shall
indemnify and hold the other party (the "indemnitee") harmless
from and against any and all losses, damages, claim, liabilities
or obligations (including attorney fees) with respect to (i) any
breach of any representation, warranty or agreement by the
indemnitor contained in this Agreement and (ii) any brokerage
fees, commissions or finders' fees payable on the basis of any
action taken by the indemnitor or any of its affiliates.
Section 6. Expenses. Each party shall bear its own
expenses and costs in connection with this Agreement and the
transaction contemplated hereby. Each party shall bear the cost
of compensating any investment banker it has retained.
Section 7. Survival of Representations and Warranties.
Notwithstanding anything contained in this Agreement to the
contrary, all representations, warranties and agreements made by
each party hereto in this Agreement shall survive the closing of
the transaction contemplated hereby.
Section 8. Amendment; Assignment. This Agreement may not
be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the
parties hereto. Neither party to this Agreement may assign any
of its rights or obligations under this Agreement without the
prior consent of the other party, except that the rights and
obligations of Purchaser may be assigned by Purchaser to any of
Purchaser's affiliates, but no such transfer shall relieve
Purchaser of its obligations hereunder.
Section 9. Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto
and its successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer
upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
Section 10. Notices. All notices, requests, claims,
demands and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, by facsimile or by
registered or certified mail (postage prepaid, return receipt
requested), to the other party as follows:
(a) If to Seller, to: (b) If to Purchaser, to:
KUBOTA Corporation DowElanco
2-47, Shikitsuhigash 1-chome 9330 Zionsville Road
Naniwa ku Indianapolis, Indiana 46268
Osaka 556 91, Japan Fax: (317) 337-6954
Attention: Kunio Suwa, Attention: Louis W. Pribila,
Corporate Planning and Vice President, Secretary
Control Dept. and General Counsel
or to such other address as the person to whom notice is given
may have previously furnished to the other in writing in the
manner set forth above.
Section 11. Severability. The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of
any provision shall not affect the validity and enforceability of
the other provisions hereof. If any provision of this Agreement,
or the application thereof to any person or entity or any
circumstance, is invalid or unenforceable, (a) a suitable and
equitable provision shall be substituted therefor in order to carry
out, so far as may be valid and enforceable, the intent and purpose
of such invalid and unenforceable provision and (b) the remainder
of this Agreement and the application of such provision to other
persons, entities or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
Section 12. Entire Agreement. This Agreement constitutes
the entire Agreement between the parties hereto with respect to
the subject matter hereof and thereof and supersede all other
prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
Section 13. Descriptive Headings. The descriptive headings
herein are inserted for convenience of reference only and are not
intended to be part of or to affect the meaning of interpretation
of this Agreement.
Section 14. Certain Definitions. For purposes of this
Agreement, the term:
(a) "affiliates" of a person means a person that directly
or indirectly, through one or more intermediates, controls, is
controlled by, or is under common control, with the first
mentioned person;
(b) "Blue Sky" laws means laws and regulations of nay state
or territory of the United States and relating to the regulation
of the offer and sales of securities.
(c) "control" (including the terms "controlled by" and
"under common control with") means the possession, directly or
indirectly or as trustee, of the power to direct or cause the
direction of the management policies of a person, whether through
the ownership of stock, as trustee by contract or credit
arrangement or otherwise;
(d) "knowledge" means knowledge after reasonable inquiry;
(e) "Liens" means any security interests, liens, claims,
pledges, charges, voting agreements or other encumbrances of any
nature whatsoever;
(f) "person" means an individual, corporation, partnership,
association, trust, unincorporated organization, other entity or
group (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934); and
(g) "subsidiary" or "subsidiaries" of any person means any
corporation, partnership, joint venture or other legal entity of
which such person (either alone or through or together with any
other subsidiary), owns directly or indirectly, a majority or
more of the stock other equity interests the holder of which is
generally entitled to vote to the election of the board
partnership, joint venture or other legal entity.
Section 15. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed on its behalf by its representatives
thereunto duly authorized, all as of the day and year first above
written.
DowElanco
By: William C. Schmidt
Name: William C. Schmidt
Title: Vice President and Chief Financial Officer
KUBOTA Corporation
By: Morihiko Jojima
Name: Morihiko Jojima
Title: General Manager-Finance Department
