SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 12
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. 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)
March 13, 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 (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 -
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 _______________________________
_________________ 0
10) Shared
Dispositive Power
11) Aggregate Amount 24,766,157
Beneficially owned by Each
Reporting Person as of March
17, 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. 12 is being filed to note the increase
in the reporting persons' ownership from 62.9% to 68.8%. 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, 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, and Amendment No. 11 filed on January 20, 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 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph
to the end thereof.
Dow AgroSciences obtained the funds required to effect the
Common Stock purchases reported in Amendment No. 12 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. 11 to the Schedule
13D, Dow AgroSciences has purchased from Dr. Jerry L. Caulder
296,035 shares of Common Stock at $19.481 per share for an
aggregate purchase price of $5,767,057.84. This purchase was
made pursuant to an offer made by Dow AgroSciences on May 1,
1997, a copy of which was previously filed as Exhibit 99.1 to
this Schedule 13D in which Dow AgroSciences agreed to purchase
from Dr. Caulder any and all shares he offers.
On March 13, 1998, Dow AgroSciences agreed to purchase
directly from Pioneer Overseas Corporation, an Iowa corporation
("Pioneer"), 2,000,000 shares of Common Stock at a purchase price
of $20.059 per share, subject to approval by the Executive
Committee of The Dow Chemical Company. The Executive Committee
approved the transaction on March 16, 1998 and the purchase will
be consummated on March 17, 1998.
The purpose of these acquisitions was to increase Dow
AgroSciences' ownership of Common Stock at prices and on terms
that Dow AgroSciences considers favorable.
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) Dow AgroSciences owns, and TDCC and Rofan indirectly
own, an aggregate of 24,766,157 shares of Common Stock which
represent approximately 68.8% of the total outstanding shares of
Common Stock.
(b) Dow AgroSciences 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 24,766,157 shares
of Common Stock.
(c) Since the filing of Amendment No. 11 to Schedule 13D,
Dow AgroSciences has purchased (i) 296,035 shares of Common Stock
from Dr. Caulder for an aggregate purchase price of $5,767,057.84
and (ii) 2,000,000 shares of Common Stock from Pioneer for an
aggregate purchase price of $40,118,000.
(d) None of TDCC, Rofan, Dow AgroSciences 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 24,766,157 shares of Common Stock acquired by Dow
AgroSciences.
(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: March 17, 1998
THE DOW CHEMICAL COMPANY
By: /s/G.MICHAEL LYNCH
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By: /s/ERIC P. BLACKHURST
Name: Eric P. Blackhurst
Title: Vice President
DOW AGROSCIENCES LLC
By: /s/JOHN L. HAGAMAN
Name: John L. Hagaman
Title: President
