SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 14
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 Jane M. Gootee Louis W. Pribila
Vice President, General Vice President Vice President,
Counsel and Secretary Rofan Services Inc. Secretary
The Dow Chemical 2030 Dow Center and General Counsel
Company Midland, MI 48674 Dow AgroSciences LLC
2030 Dow Center (517) 636-1000 9330 Zionsville Road
Midland, MI 48674 Indianapolis, IN 46268
(517) 636-1000 (317) 337-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 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 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 July 22,
1998
12) Check Box if the Aggregate
Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class
Represented by Amount in 68.3%
Row (11)
14) Type of Reporting Person
The Dow Chemical Company CO
Rofan Services Inc. CO
Dow AgroSciences LLC OO
This Amendment No. 14 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, Amendment No. 12 filed on March 17, 1998, and
Amendment No. 13, filed on May 1, 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 July 22, 1998, Dow AgroSciences and the board of
directors of Mycogen executed 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
Amendment is filed as Exhibit 99(1) and the text of such exhibit
is incorporated herein by reference. Also on July 23, 1998,
Mycogen issued the press release filed herewith as Exhibit 99(2).
The text of such exhibit is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
99(1) Amendment to Exchange and Purchase
Agreement dated July 22, 1998
99(2) Press Release dated July 23, 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: July 23, 1998
THE DOW CHEMICAL COMPANY
By: /S/ G. MICHAEL LYNCH
Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By: /S/ JANE M. GOOTEE
Name: Jane M. Gootee
Title: Vice President
DOW AGROSCIENCES LLC
By: /S/LOUIS W. PRIBILA
Name: Louis W. Pribila
Title: Vice President, Secretary and General Counsel
Exhibit 99(1)
AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENT
This AMENDMENT TO EXCHANGE AND PURCHASE AGREEMENT, (this
"Amendment") dated as of July 22, 1998, is among MYCOGEN
CORPORATION, a California corporation (the "Company") and DOW
AGROSCIENCES LLC ("DAS" or "Parent").
WHEREAS, DAS is the successor to DowElanco, an Indiana
general partnership ("DowElanco");
WHEREAS, the Company and DAS desire to amend the Exchange
and Purchase Agreement dated as of January 15, 1996 among the
Company, Agrigenetics, Inc., DowElanco and United Agriseeds, Inc.
(the "Exchange and Purchase Agreement"); and
WHEREAS, each of the Independent Directors and the Company's
Board of Directors have approved this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained in this Amendment, and
intending to be legally bound, the Company and DAS, as the
successor to DowElanco, agree as follows.
1. Section 6.12 of the Exchange and Purchase Agreement is
hereby amended by inserting the following Section 6.12.3 at
the end of Section 6.12:
6.12.3 Notwithstanding anything to the contrary
contained in this Agreement, (i) Parent or its
affiliates may during the period (the "Exception
Period") beginning on July 22, 1998 and ending on
August 31, 1998 (which Exception Period may be extended
from time to time in writing signed by Joseph Sullivan
and Clayton Yeutter, acting as the Special Committee of
the Board of Directors of the Company (the "Special
Committee")), discuss and negotiate with the Special
Committee and its legal and financial representatives
the terms and conditions (including terms relating to
valuation and pricing) of a possible transaction
involving the acquisition by Parent or any of its
affiliates of all outstanding shares of Common Stock
and the acquisition of, or other arrangement providing
for the exchange, cancellation or amendment of, all
outstanding options to purchase shares of Common Stock
from the holders of such shares and options; and (ii)
if appropriate terms and conditions of such a
transaction have been approved in writing during the
Exception Period by the Special Committee in its sole
and absolute discretion, then Parent or its affiliates
may, thereafter during the Exception Period and for
such period thereafter as permitted by such approval,
formally propose to the Company's shareholders and
option holders to effect such approved transaction, and
thereafter consummate such approved transaction in
accordance with its terms. Nothing in this Section
6.12.3 shall affect the rights or obligations of the
parties set forth in Section 6.13 for the period
following the third anniversary of the Measurement
Date.
2. In all other respects the Exchange and Purchase Agreement
remains in full force and effect in accordance with its
terms without any amendment thereto. If there is any
perceived conflict between this Amendment and the remainder
of the Exchange and Purchase Agreement, such a conflict
shall be resolved in favor of implementing this Amendment.
3. This Amendment will be governed by and construed in
accordance with the law of the State of Delaware, without
regard to the principles of conflicts of law thereof.
4. This Amendment may be executed in two or more counterparts,
each of which will be deemed to be an original, but all of
which will constitute one and the same agreement.
5. References to Parent in this Amendment and the Exchange and
Purchase Agreement shall be deemed to apply to DAS as the
successor of DowElanco.
6. Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings assigned to those terms in
the Exchange and Purchase Agreement.
IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed on its behalf by its authorized
representatives as of the day and year first above written.
MYCOGEN CORPORATION
By: /s/ Joseph P. Sullivan
Name: Joseph P. Sullivan
Title: Director
DOW AGROSCIENCES LLC
By: /s/ Louis W. Pribila
Name: Louis W. Pribila
Title: Vice President,
Secretary and General
Counsel
Exhibit 99(2)
ALL DOW AGROSCIENCES COMMUNICATIONS:
NEWS UPDATE...
Thursday July 23, 7:02 am Eastern Time
Company Press Release
SOURCE: Mycogen Corporation
Mycogen and Dow Amend Agreement to Permit Discussions and
Negotiations With Respect to Buyout of Mycogen Minority
Stockholders
SAN DIEGO, July 23 /PRNewswire/ -- The Dow Chemical Company
(NYSE: DOW - news) and Mycogen Corporation (Nasdaq: MYCO - news)
today announced that Mycogen and Dow AgroSciences LLC, a
subsidiary of Dow, have entered into an amendment to the 1996
Exchange and Purchase Agreement between Mycogen and Dow
AgroSciences, which will permit Dow AgroSciences and Mycogen to
discuss and negotiate the terms of a possible transaction
involving Dow AgroSciences' acquisition of all outstanding
Mycogen shares not already owned by Dow AgroSciences. Dow
AgroSciences had requested an amendment on April 30, 1998, and
Mycogen's board had appointed a special committee of independent
directors, composed of Joseph Sullivan and Clayton Yeutter, to
consider this request.
Dow AgroSciences currently owns approximately 68% of Mycogen's
outstanding shares. Prior to today's amendment, the agreement had
generally provided that Dow AgroSciences could not acquire or
propose to acquire the remaining shares of Mycogen before
February 1999.
The amendment provides that Dow AgroSciences may, during the
period ending on August 31, 1998 (which may be extended by the
special committee), discuss and negotiate with the special
committee and its representatives the terms and conditions
(including terms relating to valuation and pricing) of a possible
transaction involving the acquisition by Dow AgroSciences of all
outstanding Mycogen shares and the related treatment of
outstanding Mycogen options. The amendment further provides that
if the special committee approves terms of such a transaction,
Dow AgroSciences may formally propose such a transaction and
thereafter consummate the transaction in accordance with such
approved terms.
As required by the agreement, the amendment was approved today by
Mycogen's board of directors and by the independent directors of
Mycogen.
There can be no assurance that discussions or negotiations will
lead to agreement with respect to a transaction, or that if any
transaction can be agreed to, that such a transaction will be
consummated.
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 a wholly owned subsidiary of The Dow Chemical
Company.
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.
Mycogen is a diversified agribusiness and biotechnology company
that develops and markets seeds and value-added traits for
genetically enhanced crops and provides crop protection products
and services.
For more information about Mycogen, please call 1-888-SEE-MYCO (1-
888-633-6926) or visit Mycogen's website at www.mycogen.com.
SOURCE: Mycogen Corporation
