UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 3)
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Mycogen Corporation
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(Name of Issuer)
Common Stock $ .001 Par Value (Including the Associated Rights)
(Title of Class of Securities)
628452 10 4
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(CUSIP Number)
William DeMeulenaere, 400 Locust St., 800 Capital Sq.,
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Des Moines, IA 50309 (515/248-4820) (Name,
Address and Telephone number of person
Authorized to Receive Notices and Communications)
March 13, 1998
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(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.)
This Schedule 13D contains 10 sequentially numbered pages. There are no
exhibits.
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CUSIP No. 628452 10 4 13D
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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*: Not Applicable
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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: None
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beneficially owned 8. Shared Voting Power: Not Applicable
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each reporting 9. Sole Dispositive Power: None
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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: None
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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): 0.0%
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14. Type Of reporting Person*: CO
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SCHEDULE 13D
This Amendment No. 3 is being filed to report the decrease in the reporting
person's ownership from -2,000,000- shares to -0- shares. It amends the original
13D filed by the reporting person in December, 1995, as amended by Amendment No.
1 filed on December 3, 1996 and as amended by Amendment No. 2 filed on December
5, 1996.
Item 1. Security and Issuer.
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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.
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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 worldwide. The address of its principal office is 400 Locust
Street, 800 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, Chairman of the Board, President & Chief Executive Officer
and a Director of Pioneer and President & Director of POC
Jerry L. Chicoine, Executive Vice President, Chief Operating Officer & Corporate
Secretary and a Director of
Pioneer and Vice President & Director of POC
John D. James, Senior Vice President of Pioneer
Dr. Richard McConnell, Senior Vice Presiden & Director of Research and
Product Development of Pioneer
Dr. Richard Mcconnell, Senior Vice President & Director of Research and Product
Development of Pioneer
Mary A. McBride, Vice President - Marketing of Pioneer
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Peg Armstrong-Gustafson, Vice President, Director--Worldwide Product Marketing
Wayne L. Beck, Vice President--Director Supply Management of Pioneer
Carrol D. Bolen, Vice President of Pioneer
Dr. Anthony J. Cavalieri, Vice President & Director of Trait and Technology
Development of Pioneer
Jack A. Cavanah, Vice President & Director of Product Characterization and
Commercialization of Pioneer
Dwight G. Dollison, Vice President & Treasurer of Pioneer and Treasurer of POC
Thomas M. Hanigan, Vice President & Director of Information Management of
Pioneer
Brian G. Hart, Vice President & Chief Financial Officer of Pioneer and Director
of POC
James R. Houser, Vice President & Director of European Operations of Pioneer
Herbert H. Jervis, Vice President and Chief Patent Counsel of Pioneer
Dr. Hector R.R. Laurence, Vice President & Operations Director of Latin America
of Pioneer
Dr. James E. Miller, Vice President & Director of Research--Product Development
of Pioneer
Paul E. Schickler, Vice President & Director of Administration of Pioneer
Leon R. Shearer, Vice President & General Counsel of Pioneer and Secretary of
POC
Harold F. Thorne, Vice President & Director of Operations of Africa, Asia,
Middle East, and China of Pioneer
John T. Watson, Vice President & Assistant Operations Director of Africa, Asia,
Middle East and China of Pioneer and Vice President & Director of POC
Robert K. Wichmann, Vice President-North American Seed Sales of Pioneer
Duane A. Suess, Corporate Controller of Pioneer and Director & Controller of POC
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The business address of the above persons is:
400 Locust Street, 800 Capital Square, Des Moines, IA 50309.
The following persons are Directors of Pioneer, in addition to
Mr. Johnson and Mr. Chicoine listed above:
Dr. F. Warren McFarlan - Dr. McFarlan has been the Albert E. Gordon Professor of
Business Administration, Harvard University Graduate School of Business
Administration and tenured since 1973. Dr. McFarlan is a Director of Providian
Financial Corporation, San Francisco, California (a credit card company) and
Computer Sciences Corporation, Los Angeles, California (a computer system
integration company). 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 the President of the Board of Regents
State of Iowa, Des Moines, Iowa (the governing body of the three public
universities and the two special schools in the state of Iowa) and a Director of
NationsBank, Iowa, N.A., Des Moines, Iowa (a national bank). His business
address is: 400 Locust Street, Suite 800, Des Moines, IA 50309.
Thomas N. Urban - Mr. Urban served as Chairman of the Board of the Company from
1984 to December 1996 and served as President between 1984 and March 1995. Mr.
Urban is also a Director of ING America Insurance Holdings, Inc., Atlanta, GA
(an insurance holding company); Sigma Aldrich Corporation, St. Louis, MO (a
research chemicals company); and The Case Corporation, Racine, WI (a
construction and agricultural equipment company). His business address is: 400
Locust Street, Suite 800, Des Moines, IA 50309.
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Dr. Pedro M. Cuatrecasas - Dr. Cuatrecasas has been a consultant in
pharmaceutical and health sciences, operating out of Rancho Santa Fe, CA since
January 1997. He also is a consultant for Warner-Lambert Company, Morris Plains,
New Jersey (a pharmaceutical company). His business address is: 6039 Lago Linda,
Rancho Sante Fe, CA 92067.
Fred S. Hubbell - Mr. Hubbell is Chairman and Chief Executive Officer of U S
Life and Annuity Companies, ING Group North America of Atlanta, GA (a life
insurance and annuities company). He also serves as a Director of ING America
Insurance Holdings, Inc., Atlanta, GA (an insurance holding company). His
business address is: U S Life and Annuity Companies, ING Group North America,
909 Locust, P.O. Box 1635, Des Moines, IA 50306.
H. Scott Wallace - Mr. Wallace is the Director of the Division of Defender Legal
Services for the National Legal Aid and Defender Association (a nonprofit
educational association of lawyers), Washington, D.C. His business address is:
800 Locust Street, Suite 400, Des Moines, IA 50309.
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. Ms. Bekavac is also a Director of Electro Rent
Corp., Van Nuys, CA (a computer and electronic test and measurement equipment
rental company). 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., 400 Locust Street,
Suite 300, Box 961, Des Moines, IA 50304.
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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, 22nd 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 - Since 1995 Mr. Weitz has been 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.
Charles O. Holliday, Jr. - Mr. Holliday is the President and a member of the
Board of Directors of E.I. DuPont deNemours and Company ("DuPont"). He has
served in various capacities with DuPont and its affiliates since 1990. He also
is a director of DuPont Photomasks, Inc., Round Rock, TX (a global photomask,
photoblanks and pellicles manufacturer) and a director of Analog Devices, Inc.,
Norwood MA (an integrated circuit manufacturer). His business address is: 1007
Market Street, D-9000, Wilmington, DE 19898.
William F. Kirk - Mr. Kirk is Senior Vice President of DuPont and served as Vice
President and General Manager of DuPont Agricultural Products from 1990 to
November 1997. His business address is: Barley Mill Plaza No. 38, Route 141 and
Lancaster Pike, Wilmington, DE 19805.
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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; and Hector Laurence of Argentina.
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable
Item 4. Purpose Of Transaction
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On March 13, 1998 POC agreed to sell to Dow AgroSciences
2,000,000 shares of Common Stock of Mycogen Corporation ("Mycogen") at a 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 was consummated on March 17, 1998. The purpose that POC
has in selling its shares to Dow AgroSciences is to sell its shares at prices
and on terms that Pioneer considers favorable.
Item 5. Interest in Securities of the Issuer.
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(a) As of March 17, 1998 and upon the consummation of the sale of
shares to Dow AgroSciences, Pioneer does not beneficially own any shares of
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Common Stock of Mycogen. 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) Not applicable.
(c) Other than the sale 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
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Respect to Securities of the Issuer.
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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 gave 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. The Registration Rights Agreement is now void.
Item 7. Material to be filed as Exhibits.
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The Registration Rights Agreement was filed as Exhibit A, to the
original Schedule 13D filing in December 1995.
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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.
PIONEER HI-BRED INTERNATIONAL, INC.
By: /s/Brian G. Hart Date: 3/17/98
Brian G. Hart
Vice President and Chief Financial Officer
