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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 6
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, President Vice President,
General Counsel and Rofan Services Inc. Secretary
Secretary 2030 Dow Center and General Counsel
The Dow Chemical Midland, MI 48674 DowElanco
Company (517)636-1000 9330 Zionsville Road
2030 Dow Center Indianapolis, IN 46268
Midland, MI 48674 (317)337-3000
(517)636-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 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 Box (a) [ ]
if 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 - Delaware
Organization Rofan Services Inc. - Delaware
DowElanco - Indiana
Number 7) Sole Voting Power 17,391,502
of _____________________ _______________________________
Shares 8) Shared Voting 0
Benefici Power
ally _____________________ _______________________________
Owned by 9) Sole Dispositive 17,391,502
Each Power
Reportin _____________________ _______________________________
g Person 10) Shared 0
With Dispositive Power
11) Aggregate Amount
Beneficially owned by Each
Reporting Person as of 17,391,502
April 10, 1997
12) Check Box if the Aggregate
Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class
Represented by Amount in 56.3%
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
This Amendment No. 6 is being filed to note the
acquisition of 400,000 shares of the Issuer's Common Stock
acquired from Kubota Corporation on April 1, 1997, pursuant to a
Stock Purchase Agreement referred to in Amendment No. 5. 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, Amendment No. 4 filed
on January 30, 1997, and Amendment No. 5 filed on March 13, 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. 6 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. 5 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
3/13/97 5,000 $27.000 $135,000.00
3/18/97 10,000 27.000 270,000.00
3/19/97 50,000 26.687 1,334,375.00
3/20/97 10,000 26.425 264,250.00
3/21/97 10,000 26.250 262,500.00
On April 1, 1997, DowElanco completed its purchase of 400,000
shares of Common Stock from Kubota Corporation.
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 17,391,502 shares of Common Stock which represent
approximately 56.3% 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 17,391,502 shares of
Common Stock.
(c) Since the filing of Amendment No. 5 to Schedule 13D,
DowElanco has purchased 85,000 shares of Common Stock in open
market transactions for an aggregate purchase price of $2,266,125
and 400,000 shares of Common Stock in a private transaction with
Kubota for an aggregate purchase price of $10,419,600.
(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 17,391,502
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: April _____, 1997
THE DOW CHEMICAL COMPANY
By:
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By:
Name: J. Pedro Reinhard
Title: President
DOWELANCO
By:
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel