<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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MYCOGEN CORPORATION
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(Name of Issuer)
Common Stock $.001 Par Value
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(Title of Class of Securities)
628452104
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(CUSIP Number)
Joseph W. Bauer, Esq., Vice President and General Counsel, The Lubrizol
Corporation 29400 Lakeland Boulevard, Wickliffe, Ohio 44092 216/943-4200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 20, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the aquisition 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 the statement[ ]. (A fee is
not required only if the reporting person:(1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with Commission. See Rule 13d-1(a) for other parties to whom copies are being
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 628452104 PAGE 2 OF 7 PAGES
------------------- ----- -----
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| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Lubrizol Corporation 34-0367600 |
|---|--------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]|
| | (b) [ ]|
| | |
| | |
|---|--------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
| | |
| | |
|---|--------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | 00 |
| | |
|---|--------------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ]|
| | |
| | |
|---|--------------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Ohio |
| | |
|------------------------------------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | |
| | | 0 |
| | | |
| |---|------------------------------------------------------------|
| | 8 | SHARED VOTING POWER |
| | | |
| | | 0 |
| | | |
| |---|------------------------------------------------------------|
| | 9 | SOLE DISPOSITIVE POWER |
| | | |
| | | 0 |
| | | |
| |---|------------------------------------------------------------|
| | 10| SHARED DISPOSITIVE POWER |
| | | |
| | | 0 |
| | | |
|------------------------------------------------------------------------------|
| 11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
| | |
|---|--------------------------------------------------------------------------|
| 12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]|
| | CERTAIN SHARES* |
| | |
| | |
|---|--------------------------------------------------------------------------|
| 13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0 |
| | |
|---|--------------------------------------------------------------------------|
| 14| TYPE OF REPORTING PERSON |
| | |
| | CO |
| | |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer.
- -----------------------------
The title and class to which this Statement relates is Common Stock, $.001
par value ("Common Stock") of Mycogen Corporation, a Delaware corporation
("Mycogen" or "Issuer").
The name and address of the principal executive offices of the Issuer of the
Securities is:
Mycogen Corporation
5501 Oberlin Drive
San Diego, California 92121-1718
Item 2. Identity and Background.
- ---------------------------------
The name of the person filing this Schedule 113D is The Lubrizol Corporation,
an Ohio corporation ("Lubrizol"). The principal business of Lubrizol is the
manufacture and sale of specialty chemicals. The address of Lubrizol's
principal business, and the address of its principal office, is:
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092-2298
Attachment I hereto lists each executive officer and director of Lubrizol and
the business address, present principal occupation or employment and
citizenship of each such executive officer and director, as well as the name,
principal business and address of any corporation or other organization in
which such employment is conducted.
During the last five years, neither Lubrizol, nor to the best knowledge of
Lubrizol, any of the persons named in Attachment I has been convicted in a
criminal proceeding. During the last five years, neither Lubrizol, nor to the
best knowledge of Lubrizol, any of the persons named in Attachment I has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
Except with respect to the options described below, the consideration paid by
Lubrizol for its beneficial interest in the Common Stock consisted of a portion
of Lubrizol's interest in Agrigenetics, L.P., a limited partnership (the
formation and ownership of which were described in Lubrizol's Amendment No. 1,
December 1, 1992, to this Schedule 13D). Lubrizol also had a beneficial
interest in options to acquire 50,000 shares of Common Stock, which were
granted
Page 3 of 7 Pages
<PAGE> 4
to George R. Hill, Lubrizol's Senior Vice President, and Kenneth H. Hopping,
Lubrizol's Vice President and Secretary, for their service on behalf of Lubrizol
as directors of Mycogen. Of such options, options to acquire 14,999 shares of
Common Stock were presently exercisable and were exercised on February 20,
1996. The shares of Common Stock acquired pursuant to such options were
disposed of by Lubrizol as disclosed in Item 4 hereto. All other
options were unvested and expired by their terms upon the resignation as
directors of Messrs. Hill and Hopping effective February 20, 1996.
Item 4. Purpose of Transaction.
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The Common Stock beneficially owned by Lubrizol, including shares held by its
second tier wholly owned subsidiary, AGC Holdings, Inc., a Delaware corporation
("AGC"), was acquired by Lubrizol for investment purposes.
On January 15, 1996, Lubrizol, AGC and DowElanco, an Indiana general
partnership ("DowElanco"), entered into the Stock Purchase Agreement attached
as Exhibit 99(a)(1) to Amendment Number 3 to this Schedule 13D ("Stock Purchase
Agreement") pursuant to which (i) Lubrizol and AGC agreed to sell to DowElanco
9,502,348 shares of Common Stock and (ii) DowElanco agreed to buy, and Lubrizol
and AGC agreed to sell, such shares for a purchase price of $126,217,849.
On February 20, 1996, Lubrizol, AGC and DowElanco closed the transactions
contemplated by the Stock Purchase Agreement in accordance with the terms
specified therein. As a result, Lubrizol and AGC have disposed of all shares of
Common Stock benefically owned by them.
Page 4 of 7 Pages
<PAGE> 5
Other than as set forth in Items 3 and 4 and in the Stock Purchase Agreement,
Lubrizol has no present plans or proposals relating to or which would result in
a. any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
b. any sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
c. any change in the present board of directors or management of the
Issuer, including a change in the number or term of directors, or the
filling of any existing vacancies on the board;
d. any material change in the present capitalization or dividend of policy
of the Issuer;
e. any other material change in the Issuer's business or corporate
structure;
f. changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
g. causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system or a registered national securities
association;
h. a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
i. any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) - (c) Lubrizol has no beneficial interest in any shares of Common
Stock. All transactions in shares of Common Stock effected since the filing of
the most recent Schedule 13D are described in Items 3 and 4.
Page 5 of 7 Pages
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
- ----------------------------
See Items 4 and 5 of this Amendment No. 3 to Schedule 13D.
Item 7. Material to be Filed as Exhibits.
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None
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED this 7th day of March, 1996.
THE LUBRIZOL CORPORATION
By /s/ Ray A. Andreas
--------------------------
Title: Vice President and
Chief Financial Officer
Page 7 of 7 Pages
<PAGE> 8
SCHEDULE 13D
ATTACHMENT 1
L. E. Coleman - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Chairman and Director of The Lubrizol Corporation, a
specialty chemical company located at 29400
Lakeland Boulevard, Wickliffe, OH 44092, US citizen.
W. G. Bares - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
President, Director and CEO of The Lubrizol
Corporation, a specialty chemical company located
at 29400 Lakeland Boulevard, Wickliffe, OH 44092, US
citizen.
E. F. Bell - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Retired
President and CEO of Ameritech Ohio, a
telecommunications company located at 45 Erieview
Plaza R1500, Cleveland, OH 44014, US citizen.
P. G. Elliott - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and President of
The University of Akron located at Akron, OH
44325-4702, US citizen.
G. D. Harnett - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Chairman,
President and CEO of Brush Wellman Inc., a producer
of beryllium and beryllium-containing engineered
products located at 17876 St. Clair Avenue,
Cleveland, OH 44110-2697, US citizen.
V. F. Haynes - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Vice
President-Research and Development and Chief
Technical Officer of the BFGoodrich Company, a
specialty chemicals and aerospace company located at
9921 Brecksville Road, Brecksville, OH 44141, US
citizen.
D. H. Hoag - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Chairman,
President and CEO of The LTV Corporation and CEO of
LTV Steel Company, a steel and oil field supply
company located at LTV Steel Building, 25 West
Prospect Avenue, Cleveland, OH 44115, US citizen.
<PAGE> 9
Attachment 1 (continued)
T. C. MacAvoy - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Retired Vice
Chairman of the Board of Corning, Inc., a glass and
glass products company and Professor of Business
Administration, Darden School, University of
Virginia, located at 3230 Waverly Drive,
Charlottesville, VA 22901, US citizen.
W. P. Madar - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and President
and CEO of Nordson Corporation, an industrial
equipment company located at 28601 Clemens Road,
Westlake, OH 44145, US citizen.
R. A. Miller - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Retired
Chairman and CEO of Centerior Energy Corporation, an
electric utility holding company, located at 464-9
Deer Path, Aurora, OH 44202.
R. A. Mitsch - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Vice
Chairman and Executive Vice President-Industrial and
Consumer Sector and Corporate Services of 3M, a
manufacturer of products for industrial, commercial,
health care and consumer markets located at 3M
Center-Bldg. 220-13W-39, St. Paul, MN 55144-1000, US
citizen.
R. D. Thompson - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Vice
Chairman and Director of Oglebay Norton Company, a
raw materials and marine transportation company
located at 1100 Superior Avenue, 20th Floor,
Cleveland, OH 44114, US citizen.
K. E. Ware - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Director of The Lubrizol Corporation and Chairman and
CEO of Ware Industries, Inc., a specialty wire forms
and steel components company located at Westgate
Plaza, Suite 220, 20325 Center Ridge Road, Rocky
River, OH 44116, US citizen.
R. A. Andreas - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President and CFO of The Lubrizol Corporation, a
specialty chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
J. W. Bauer - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President and General Counsel of The Lubrizol
Corporation, a specialty chemical company located
29400 Lakeland Boulevard, Wickliffe, OH 44092, US
citizen.
<PAGE> 10
Attachment 1 (continued)
J. G. Bulger - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, Canadian citizen.
S. A. Di Biase - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
G. R. Hill - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Senior Vice President of The Lubrizol Corporation, a
specialty chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
J. E. Hodge - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
K. H. Hopping - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President and Secretary of The Lubrizol Corporation,
a specialty chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
W. R. Jones - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Treasurer of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
S. F. Kirk - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
Y. Le Couedic - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, French citizen.
G. P. Lieb - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Controller-Accounting and Financial Reporting and
Principal Accounting Officer of The Lubrizol
Corporation, a specialty chemical company located
29400 Lakeland Boulevard, Wickliffe, OH 44092, US
citizen.
M. W. Meister - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
<PAGE> 11
Attachment 1 (continued)
D. A. Muskat - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Operations Manager of The Lubrizol Corporation, a
specialty chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, US citizen.
L. M. Reynolds - 29400 Lakeland Boulevard, Wickliffe, OH 44092,
Assistant Secretary and Counsel of The Lubrizol
Corporation, a specialty chemical company located
29400 Lakeland Boulevard, Wickliffe, OH 44092, US
citizen.
J. Alun Thomas - 29400 Lakeland Boulevard, Wickliffe, OH 44092, Vice
President of The Lubrizol Corporation, a specialty
chemical company located 29400 Lakeland
Boulevard, Wickliffe, OH 44092, UK citizen.
