SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mycogen Corporation
(Name of Issuer)
Common Stock $ .001 Par Value
(Title of Class of Securities)
628452104
(CUSIP Number)
Dan Cornelison, 515/248-4823,
400 Locust St., 700 Capital Sq., Des Moines, IA 50309
(Name, Address and Telephone number of person
Authorized to Receive Notices and Communications)
December 2, 1996
(Date of Event which Required 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 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
the Commission. See Rule 13d -1(a) for other parities to whom copies are to be
sent.
*The remainder of this cover page shall be filed 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 Exchange Act of
1934 ("Act") or otherwise subject 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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1. Name of Reporting Person, S.S. or I.R.S. Identification No. of above Person:
Pioneer Hi-Bred International, Inc. (shares held by a wholly owned subsidiary
Pioneer Overseas Corporation, 42-1134927) 42-0470520
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2. Check the appropriate box if a member of a Group: Not Applicable a.____
b.____
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3. SEC use only
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4. Source of Funds*: 00 (Company Funds)
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5. Check box if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e): Not Applicable
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6. Citizenship or Place of Organization: Iowa Corporation
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Number of shares 7. Sole Voting Power: 2,000,000
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beneficially owned 8. Shared Voting Power: Not Applicable
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each reporting 9. Sole Dispositive Power: 2,000,000
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person with 10. Shares Dispositive Power: Not Applicable
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11. Aggregate Amount Beneficially Owned by each Reporting Person: 2,000,000
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12. Check box if the Aggregate amount in row (11) excluded certain shares*:____
Not Applicable
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13. Percent of Class Represented by amount in row (11): 6.5
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14. Type Of reporting Person*: CO
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SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, $.001 par value
("Common Stock"), of Mycogen Corporation, a California Corporation ("Mycogen"),
the principal executive offices of which are located at 5501 Oberlin Drive, San
Diego, California 92121.
Item 2. Identity and Background.
Pioneer Hi-Bred International, Inc. ("Pioneer"), the reporting
person, is an Iowa Corporation. Pioneer develops, produces and markets a full
line of seeds, microbial products and services to farmers, grain processors and
other customers. The address of its principal office is 400 Locust Street, 700
Capital Square, Des Moines, Iowa 50309. Pioneer owns the shares through a wholly
owned subsidiary, Pioneer Overseas Corporation ("POC") an Iowa Corporation. POC
is a holding company for shares of companies owned by Pioneer.
The information required by Item 2 with respect to the executive
officers, and directors of Pioneer is as follows:
Charles S. Johnson, President & Chief Executive Officer and Director of Pioneer
and Vice President and Director of POC
Jerry L. Chicoine, Senior Vice President, Chief Financial Officer & Corporate
Secretary to the Board and Vice President and Director of POC
John D. James, Senior Vice President of Pioneer
Dr. Richard McConnell, Senior Vice President & Director of Research of Pioneer
Wayne L. Beck, Vice President-Supply Management of Pioneer
Carrol D. Bolen, Vice President-Legal and Governmental Affairs
Dr. Anthony J. Cavalieri, Vice President & Director of Trait and Technology
Development of Pioneer
Jack A. Cavanah, Vice President & Director of Corn Research of Pioneer
Dwight G. Dollison, Vice President & Treasurer of Pioneer and Treasurer of PO
Andre Faget, Vice President & Director of Operations/South Europe of Pioneer
Thomas M. Hanigan, Vice President & Director of Information Management/Business
Information Services of Pioneer
Brian G. Hart, Vice President & Corporate Controller of Pioneer and Assistant
Treasurer of POC
James R. Houser, Vice President & Director of Nutrition and Industry Markets of
Pioneer
Dr. Hector R.R. Laurence, Vice President & Director of Operations/S.A., C.A.,
Caribbean of Pioneer
Mary A. McBride, Vice President-Marketing of Pioneer
Dr. James E. Miller, Vice President & Director of Oilseeds and Field Crops
Research of Pioneer
Paul E. Schickler, Vice President & Director of Resource Planning of Pioneer
Harold F. Thorne, Vice President & Director of Operations/Africa, Middle East,
Asia, China of Pioneer
John T. Watson, Vice President & Director of Operations/CIS, Oceania, Turkey
of Pioneer and Vice President and Director of POC
Robert K. Wichmann, Vice President-North American Seed Sales of Pioneer
Doug Smith, Corporate attorney for Pioneer and Assistant Secretary and Director
of POC
Michael A. Davis, Corporate attorney for Pioneer and Secretary of POC
The business address of the above persons is: 400 Locust Street, 700 Capital
Square, Des Moines, IA 50309.
The following are Directors of Pioneer:
Dr. Ray A. Goldberg - Since July, 1970, Dr. Goldberg has been Moffett Professor
of Agriculture and Business, Harvard University Graduate School of Business
Administration. His business address is: Harvard University, Graduate School of
Business Administration, Soldiers Field, Boston, MA 02163.
Dr. F. Warren McFarlan - Dr. McFarlan has been the Ross Graham Walker Professor
of Business Administration, Harvard University Graduate School of Business
Administration and tenured since 1973. His business address is: Harvard
University, Graduate School of Business Administration, Soldiers Field, Baker
185, Boston, MA 02163.
Dr. Owen J. Newlin - From 1978 to 1993, Dr. Newlin served in an executive
position with the Company. Dr. Newlin retired as Senior Vice President of the
Company in April, 1993. Dr. Newlin is a Director of Boatman's Bank, Iowa, N.A.
and Central Iowa Health System (a non-profit hospital), each of Des Moines,
Iowa. His business address is: 3315 48th Place, Des Moines, IA 50310.
Thomas N. Urban - Mr. Urban is currently Chairman of the Board of the Company.
Mr. Urban is a Senior Lecturer at Harvard Graduate School of Business. His
business address is: Harvard University, Graduate School of Business
Administration, Soldiers Field, Baker Library 186, Boston, MA 02163.
Dr. Pedro M. Cuatrecasas - Since 1989, Dr. Cuatrecasas has served as Vice
President of Warner-Lambert Company, Morris Plains, New Jersey (a pharmaceutical
company), and as President of its Pharmaceutical Research Division in Ann Arbor,
Michigan. His business address is: Parke-Davis Company, Pharmaceutical Division,
2800 Plymouth Road, Ann Arbor, MI 48106-1047.
Fred S. Hubbell - Mr. Hubbell is Chairman and Chief Executive Officer of
Equitable of Iowa Companies, Des Moines, Iowa (a life insurance and annuities
company). His business address is: Equitable of Iowa Companies, 604 Locust, P.O.
Box 1635, Des Moines, IA 50306.
H. Scott Wallace - Since 1992, Mr. Wallace has been a criminal justice and
government relations consultant, primarily as Special Counsel for the National
Legal Aid and Defender Association (a nonprofit educational association of
lawyers). His business address is: 1625 "K" Street, Suite 800, Washington, DC
20006.
Herman H.F. Wijffels - Since 1986, Mr. Wijffels has been Chairman of the
Executive Board of Rabobank Nederland, The Netherlands (a cooperative banking
organization doing business internationally). His business address is: Rabobank
Nederland, Croeselaan 18, Postbus 17100, 3500 HG Utrecht, The Netherlands.
Nancy Y. Bekavac - Since July, 1990, Ms. Bekavac has been President of Scripps
College, Claremont, California. Her business address is: Scripps College, 1030
Columbia Avenue, Claremont, CA 91711.
C. Robert Brenton - Since 1990, Mr. Brenton has been Chairman of the Board of
Brenton Banks, Inc., and is currently a Director of Brenton Banks, Inc., Des
Moines, Iowa. His business address is: Brenton Banks, Inc. Box 961, Des Moines,
IA 50304.
Luiz Kaufmann - Since November, 1993, Mr. Kaufmann has been the President and
CEO of Aracruz Celulose S.A., Rio de Janeiro, Brazil (a pulp producer). His
business address is: Aracruz Celulose S.A., Rua Lauro Muller, 116, 40th Floor,
Rio de Janeiro, Brazil.
Dr. Virginia Walbot - Since 1989, Dr. Walbot has been a Professor at Stanford
University's Department of Biological Sciences, Stanford, California. Her
business address is: Stanford University, Department of Biological Sciences,
Stanford, CA 94305.
Fred W. Weitz - Mr. Weitz is President of Essex Meadows, Inc., Des Moines, Iowa
(an operator of proprietary retirement communities and owner of commercial real
estate). From 1964 to 1995, Mr. Weitz was the President of The Weitz
Corporation, Des Moines, Iowa (a building construction and real estate
development company). His business address is: Essex Meadows, Inc., 800 Second
Avenue, Des Moines, IA 50309.
None of Pioneer, POC, nor any of the persons named above, has been
convicted of any criminal offense (excluding traffic violations or similar
misdemeanors) during the past five years.
None of Pioneer, POC, nor any of the persons named above, has been a
party during the past five years to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
been or is subject to a judgment, decree or final order finding violations of or
enjoining future violations of or prohibiting or mandating activities subject to
federal or state securities laws.
All persons named above are U.S. citizens except Herman Wijffels of The
Netherlands; Luiz Kaufmann of Brazil; Andre Faget of France; and Hector Laurence
of Argentina.
Item 3. Source and Amount of Funds or Other Consideration.
The stock was purchased for $30 million with Pioneer funds.
Item 4. Purpose Of Transaction
The purpose of the transaction is for investment and is related
to a research collaboration. The research collaboration will focus on using
Bacillus thuringiensis (BT) genes in crops to protect them against pest damage.
The shares of common stock were purchased by Pioneer from Mycogen
on December 13, 1995 pursuant to a stock purchase agreement and are not
registered and are thus "restricted securities". In Connection with the purchase
of the shares of Common Stock Pioneer and Mycogen entered into a Registration
Rights Agreement, dated December 13, 1995. The Registration Rights Agreement
gives Pioneer the right at any time after the first anniversary of the purchase
to demand two registrations. Pioneer may also participate in any registration by
Mycogen for its own account or the account of others.
Item 5. Interest in Securities of the Issuer.
(a) As of December, 1995, Pioneer through POC beneficially owns 3
million shares of Common Stock of Mycogen. Based upon the shares outstanding as
shown in the Mycogen 10 K for the fiscal year ended August 31, 1995, Pioneer has
15.4% of the Common Stock. None of the other persons named in Item 2 of this
Schedule 13D beneficially owns any shares of Common Stock (or warrants or other
rights to acquire such shares).
(b) Pioneer has the sole power to vote and the sole power to
dispose of the 3,000,000 shares of Common Stock beneficially owned by it.
(c) Other than the purchase reported on herein, none of the
persons named in Item 2 of this Schedule 13D, including Pioneer, has effected
during the past 60 days any transaction in the Common Stock of Mycogen.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the purchase of the shares of Common Stock
Pioneer and Mycogen entered into a Registration Rights Agreement, dated December
13, 1995. The Registration Rights Agreement gives Pioneer the right at any time
after the first anniversary of the purchase to demand two registrations. Pioneer
may also participate in any registration by Mycogen for its own account or the
account of others.
Item 7. Material to be filed as Exhibits.
The Registration Rights Agreement is filed as Exhibit A, hereto.
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After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
PIONEER HI-BRED INTERNATIONAL, INC.
By: /s/ Jerry L. Chicoine Date:12/2/96
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Jerry L. Chicoine
Senior Vice President
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Exhibit Index
Page #
(a) Registration Rights agreement dated December 13, 1995 ______
