SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 13
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 Eric P. Louis W. Pribila
Vice President, Blackhurst Vice President,
General Counsel and Vice President Secretary
Secretary Rofan Services and General Counsel
The Dow Chemical Inc. Dow AgroSciences LLC
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)
April 30, 1998
(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
Dow AgroSciences 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
Dow AgroSciences LLC - Delaware
Number of 7) Sole Voting 24,766,157
Shares Power
Beneficially _________________ _______________________________
Owned by 8) Shared Voting
Each Power 0
Reporting _________________ _______________________________
Person With 9) Sole 24,766,157
Dispositive Power
_________________ _______________________________
10) Shared 0
Dispositive Power
11) Aggregate Amount 24,766,157
Beneficially owned by Each
Reporting Person as of
April 30, 1998
12) Check Box if the Aggregate
Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class
Represented by Amount in 68.8%
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
Dow AgroSciences LLC OO
This Amendment No. 13 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, Amendment No. 9 filed on July 11, 1997, Amendment
No. 10 filed on November 14, 1997, Amendment No. 11 filed on
January 20, 1998 and Amendment No. 12 filed March 17, 1998 (the
"Schedule 13D"). All defined terms used but not otherwise
defined herein have the meanings assigned to those terms in the
Schedule 13D.
Item 4. Purpose of Transaction.
Part (a) of this Item 4 is hereby amended by adding the
following information to the end thereof.
On April 30, 1998, Dow AgroSciences delivered the letter
filed herewith as Exhibit 99(1) to the board of directors of
Mycogen requesting an amendment (the Amendment") to Section 6.12
of the Exchange and Purchase Agreement dated as of January 15,
1996 (the "Exchange and Purchase Agreement"). The text of such
exhibit is incorporated herein by reference. Also on April 30,
1998, Dow and Dow AgroSciences issued the press release filed
herewith as Exhibit 99(2). The text of such exhibit is
incorporated herein by reference.
If the board of directors of Mycogen, and the Independent
Directors (as defined in the Exchange and Purchase Agreement),
approves the Amendment, Dow AgroSciences would be prepared to
promptly commence discussions with the Independent Directors
regarding a transaction in which the holders of Common Stock
other than Dow AgroSciences and its affiliates would receive
$20.50 in cash per share. Any such transaction would be subject
to the prior approval of the Independent Directors and the board
of directors of Mycogen.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
99(1) Letter to board of directors of Mycogen
dated April 30, 1998
99(2) Press Release dated April 30, 1998
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 30, 1998
THE DOW CHEMICAL COMPANY
By: /S/JOHN SCRIVEN
Name: John Scriven
Title: Vice President, General Counsel and Secretary
ROFAN SERVICES INC.
By: /S/ERIC P. BLACKHURST
Name: Eric P. Blackhurst
Title: Vice President
DOW AGROSCIENCES LLC
By: /S/LOUIS W. PRIBILA
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
99(1) Letter to board directors of 6
Mycogen dated April 30, 1998
99(2) Press Release dated
April 30, 1998 7
Exhibit 99(1)
April 30, 1998
The Board of Directors
Mycogen Corporation
5501 Oberlin Drive
San Diego, CA 92121
Gentlemen:
Dow AgroSciences LLC ("DAS") would be interested in
holding discussions with the board of directors of Mycogen
Corporation (the "Company") regarding the possibility of
DAS, through an affiliate, acquiring all of the outstanding
common stock of the Company not already owned by DAS. In
order to enable such discussions, DAS requests that an
amendment to Section 6.12 of the Exchange and Purchase
Agreement dated January 15, 1996 (the "Agreement") be
approved by the Company's board and the Independent
Directors (as defined in the Agreement).
In particular, DAS believes that it would be beneficial
to the parties for the parties to amend Section 6.12 to
provide that DAS or an affiliate may, prior to February 20,
1999, propose to acquire or acquire the shares of the
Company's common stock not presently owned by DAS with the
prior approval of the Independent Directors. A draft
amendment to Section 6.12 is attached for your
consideration. DAS believes that under the terms of the
Agreement such an amendment requires the approval of a
majority of the board and a majority of the Independent
Directors.
If the amendment is approved, DAS or an affiliate would
be prepared to promptly commence discussions with the
Independent Directors regarding a transaction in which the
shareholders of the Company would receive $20.50 in cash per
share. DAS would anticipate negotiating the terms of such a
transaction with the Independent Directors and an
internationally recognized investment bank and legal
advisors retained by the Independent Directors.
We look forward to discussing your views regarding the
foregoing.
Sincerely,
By: /S/BRIAN TAYLORSON
Name: Brian Taylorson
Title: Authorized Representative
Exhibit 99(2)
FOR MORE INFORMATION:
Denise Osterhues
The Dow Chemical Company
517-636-2876
April 30, 1998
DOW REQUESTS AMENDMENT TO AGREEMENT WITH MYCOGEN
The Dow Chemical Company, through its wholly owned
subsidiary Dow AgroSciences LLC, announced today that it has
requested an amendment to a 1996 agreement with Mycogen
Corporation. The amendment would allow Dow AgroSciences to
begin discussions regarding the acquisition of the remaining
shares of Mycogen that it does not already own. Dow
AgroSciences currently owns approximately 69 percent of
Mycogen's outstanding shares.
The terms of Dow AgroSciences' 1996 agreement with Mycogen
currently state that Dow AgroSciences cannot acquire the
remaining shares of Mycogen before February 1999. If
Mycogen's board of directors and the independent directors
agree to amend the agreement, Dow AgroSciences is prepared
to begin discussions immediately regarding a transaction in
which Mycogen's minority shareholders would receive $20.50
in cash per share. Under the terms of the proposed
amendment, any transaction would be subject to the prior
approval of Mycogen's board of directors and the independent
directors.
Dow AgroSciences LLC, based in Indianapolis, Indiana, is a
global leader in providing pest management and biotechnology
products that improve the quality and quantity of the
earth's food supply and contribute to the safety, health and
quality of life of the world's growing population. The
company employs more than 3,000 people in over 50 countries
and has worldwide sales of more than $2 billion. It is
wholly owned subsidiary of The Dow Chemical Company and a
majority shareholder of Mycogen Corporation, a technological
leader in developing genetically enhanced crops.
The Dow Chemical Company is the fifth largest chemical
company in the world, with annual sales of more than $20
billion. Dow manufactures and supplies chemicals, plastics
and agricultural products for customers in 164 countries and
employs approximately 43,000 people worldwide.
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