SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 9
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
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)
June 30, 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 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 - Indiana
Number of 7) Sole Voting 17,868,245
Shares Power
Beneficially _________________ _______________________________
Owned by 8) Shared Voting
Each Power 0
Reporting _________________ _______________________________
Person With 9) Sole 17,868,245
Dispositive Power
_________________ _______________________________
10) Shared 0
Dispositive Power
11) Aggregate Amount
Beneficially owned by Each
Reporting Person as of 17,868,245
June 30, 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 PN
This Amendment No. 9 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 5, 1997, and Amendment No. 8 filed
on May 22, 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.
This Item 2 is hereby amended by adding the following
information at the end thereof.
On June 30, 1997, The Dow Chemical Company ("TDCC") completed its
purchase of the remaining 40% interest in DowElanco. Further
details of the transaction, which results in TDCC owning 100% of
DowElanco, are contained in the press release set out below.
DOW ACQUIRES LILLY INTEREST IN DOWELANCO: June 30, 1997 - The
Dow Chemical Company has completed its purchase of Eli Lilly and
Company's 40 percent stake in DowElanco for $900 million plus
Lilly's share of undistributed earnings. The purchase, which is
the result of Lilly's exercise of its option to sell, makes Dow
the sole owner of DowElanco.
DowElanco, with annual sales of $2 billion, is one of the world's
largest research-based agricultural products companies. The
company is also the majority owner of Mycogen Corporation, a
diversified agricultural biotechnology company.
"We are very excited about the opportunity to become 100 percent
owners of DowElanco," said William S. Stavropoulos, Dow's
president and CEO. "We see tremendous value growth potential in
the agricultural products industry, especially as a result of
DowElanco's strong position in biotechnology. This acquisition
is a strong fit with our growth strategy which focuses on high-
value businesses that complement our core strengths and adds to
our growing portfolio of less cyclical performance businesses."
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. 9 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. 8 to the Schedule
13D, DowElanco has purchased a number of shares in open market
transactions. These transactions are summarized in the following
table:
Shares of
Date Common Stock Price/Share Total Price
5/22/97 15,000 $22.000 $ 330,000.00
5/27/97 10,000 22.750 227,500.00
5/28/97 80,000 23.125 1,850,000.00
6/6/97 5,000 22.750 113,750.00
6/9/97 50,000 23.000 1,150,000.00
6/10/97 50,000 22.875 1,143,750.00
6/11/97 60,000 22.875 1,372,500.00
On June 3, 1997, DowElanco purchased from John L. Hagaman 6,666
shares of Common Stock at $19.25 per share for an aggregate
purchase price of $128,320.50. This purchase was made pursuant
to an agreement between Mr. Hagaman and DowElanco dated February
19, 1996 in which DowElanco agreed to purchase from Mr. Hagaman
any and all shares he acquires through the exercise of options to
acquire Common Stock under the Mycogen Corporation 1992 Stock
Option Plan. The purchase price per share was equal to the
exercise price of the options.
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 17,868,245 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 17,868,245 shares of
Common Stock.
(c) Since the filing of Amendment No. 8 to Schedule 13D,
DowElanco has purchased 270,000 shares of Common Stock in open
market transactions, and 6,666 shares of Common Stock in a
private transaction for an aggregate purchase price of
$6,315,820.50
(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 17,868,245
shares of Common Stock acquired by DowElanco.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable
Item 7. Material to be filed as Exhibits
Not applicable
SIGNATURES
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: July 11, 1997
THE DOW CHEMICAL COMPANY
By: /s/G. MICHAEL LYNCH
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By: /s/G.E. MERSZEI
Name: G. E. Merszei
Title: Vice President
DOWELANCO
By: /s/LOUIS W. PRIBILA
Name: Louis W. Pribila
Title: Vice President, Secretary and
General Counsel
