SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 8
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)
May 15, 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 17,591,579
Shares Power
Beneficially _________________ _______________________________
Owned by 8) Shared Voting
Each Power 0
Reporting _________________ _______________________________
Person With 9) Sole 17,591,579
Dispositive Power
_________________ _______________________________
10) Shared 0
Dispositive Power
11) Aggregate Amount
Beneficially owned by Each
Reporting Person as of 17,591,579
May 15, 1997
12) Check Box if the Aggregate
Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class
Represented by Amount in 56.8%
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
DowElanco PN
This Amendment No. 8 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 and
Amendment No. 7 filed on May 2, 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 May 14, 1997, Eli Lilly and Company ("Lilly"), the sole
owner of EPCO, Inc.("EPCO"), DowElanco's 40% general partner,
exercised its option to sell its entire interest in DowElanco to
The Dow Chemical Company ("TDCC"), the sole owner of Rofan
Services, Inc. ("Rofan"), DowElanco's 60% general partner. The
transaction is to be completed on or before June 30, 1997. The
terms of the transaction are described in a press release issued
by TDCC on May 15, 1997, a copy of which is filed as an Exhibit
to Amendment No. 8 to 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 Common
Stock purchases reported in Amendment No. 8 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. 7 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
5/7/97 2,500 $21.500 $53,750.00
5/8/97 50,000 21.875 1,093,750.00
5/9/97 51,825 22.190 1,149,996.75
On May 2, 1997, DowElanco purchased 95,752 shares of Common Stock
from Jerry D. Caulder at $28.00 per share for an aggregate
purchase price of $2,681,056.00, in accordance with the Offer.
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 17,591,579 shares of Common Stock which represent
approximately 56.8% 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 17,591,579 shares of
Common Stock.
(c) Since the filing of Amendment No. 7 to Schedule 13D,
DowElanco has purchased 104,325 shares of Common Stock in open
market transactions for an aggregate purchase price of
$2,297,496.75 and 95,752 shares of Common Stock in a private
transaction with Jerry D. Caulder for an aggregate purchase price
of $2,681,056.
(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 17,591,579
shares of Common Stock acquired by DowElanco.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following text to the end
thereof.
TDCC has agreed to acquire from EPCO all of EPCO's 40% interest
in the DowElanco general partnership. The agreement is more
fully described in the press release filed as an Exhibit to
Amendment No. 8 to Schedule 13D.
Item 7. Material to be filed as Exhibits
Exhibit No. Description
99 Press Release: Sale of EPCO's Interest
in DowElanco
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: May 22, 1997
THE DOW CHEMICAL COMPANY
By:/S/G. MICHAEL LYNCH
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By:/s/GEOFFERY E. MERSZEI
Name: Geoffery E. Merszei
Title: Vice President
DOWELANCO
By:/s/LOUIS W. PRIBILA
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
EXHIBIT 99
For more information, please contact:
Darlene MacKinnon
The Dow Chemical Company
517-636-2876
May 15, 1997
Dow Chemical to Acquire Lilly Interest in DowElanco
Midland, MI -- The Dow Chemical Company announced today that it
will acquire Eli Lilly and Company's 40 percent stake in
DowElanco, for $900 million plus undistributed earnings, as a
result of Lilly's exercise of its option to sell its interest.
This will make Dow the sole owner of DowElanco.
DowElanco, a global agricultural products joint venture, was
formed in 1989 with Lilly holding a 40 percent interest and Dow
owning the remaining 60 percent. The venture combined the plant
science businesses of both parent companies, as well as Dow's
specialty pest management business. Since the formation of the
joint venture, DowElanco has seen strong growth in both its sales
and profitability, aided by its aggressive research and
development.
"Our partnership with Lilly has been an excellent example of how
a joint venture should work," said William S. Stavropoulos, Dow's
president and CEO. "We are excited about the tremendous value
opportunities that lie ahead of us. We view the agricultural
products business as an engine for growth, which will be
accelerated by DowElanco's increased commitment to agricultural
biotechnology. This acquisition is part of our value growth
strategy to increase investment in Performance businesses."
DowElanco, with sales of $2 billion, is one of the world's
largest research-based agricultural companies. It discovers,
develops, manufactures, and markets agricultural and non-crop
products for weed, insect, and plant disease management, and is a
global leader in urban pest management. The company also is
majority owner of Mycogen Corporation, a diversified agricultural
biotechnology company that develops and markets technology-based
seed and pest management products.
The Dow Chemical Company is the world's fifth largest chemical
company with annual sales of over $20 billion. Dow manufactures
and supplies chemicals, plastics, energy, agricultural products,
consumer goods and environmental services for customers in 157
countries around the world, and employs approximately 40,300
people worldwide.
