<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1995
Registration No. 33-______
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
MYCOGEN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3802654
(State or other juris- (I.R.S. Employer
diction of incorpo- Identification No.)
ration or organization)
4980 Carroll Canyon Road, San Diego, California 92121
(619) 453-8030
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Carlton J. Eibl
Executive Vice President and General Counsel
MYCOGEN CORPORATION
4980 Carroll Canyon Road, San Diego, California 92121
(619) 453-8030
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________
Copies to:
Craig S. Andrews, Esq.
BROBECK, PHLEGER & HARRISON
550 West C Street, Suite 1300
San Diego, California 92101
____________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate A
to be to be Price Offering Registration
Registered Registered Per Share(l) Price(l) Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 153,846 $9.875 $1,519,229.25 $523.87
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(l) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(g) under the Securities Act of
1933.
____________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
________________________________________________________________________________
<PAGE>
153,846 SHARES
MYCOGEN CORPORATION
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
________________
This Prospectus relates to the public offering, which is not being
underwritten, of 153,846 shares of Common Stock, par value $.001 per share, of
Mycogen Corporation ("Mycogen" or the "Company"). All 153,846 shares (the
"Shares") may be offered by a certain stockholder of the Company ("Selling
Stockholder") who received such Shares pursuant to that certain Purchase
Agreement among the Company, its subsidiary Agrigenetics, Inc., doing business
as Mycogen Plant Sciences ("MPS"), and Delta and Pine Land Company ("DPL"),
dated as of February 15, 1995 (the "Purchase Agreement"). The Shares were
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereof. The Shares are being registered by the Company pursuant to a
registration rights obligation with the Selling Stockholder. See "The Company"
and "Selling Stockholder."
The sale of the Shares may be effected by the Selling Stockholder from time
to time in transactions in the over-the-counter market, in negotiated
transactions or a combination of such methods of sale, at fixed prices which may
be changed, at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. The Selling Stockholder
may effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concession or commission from the Selling Stockholder and/or the purchasers of
the Shares for whom such broker-dealers may act as agents or to whom they may
sell as principals or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). See "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed, among other things, to
bear certain expenses (other than underwriting discounts and commission and
brokerage commissions and fees) in connection with the registration and sale of
the Shares being offered by the Selling Stockholder. See "Selling Stockholder."
Mycogen Common Stock is traded on the Nasdaq National Market ("Nasdaq
National Market") under the symbol "MYCO." On April 12, 1995, the last sale
price of Mycogen Common Stock as reported on the Nasdaq National Market was
$10.25 per share.
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of Shares may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for a description of indemnification arrangements.
________________
THE COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is April 20, 1995.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE
MADE.
AVAILABLE INFORMATION
Mycogen is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy or information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following regional offices of the Commission:
7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 and the exhibits thereto
(the "Registration Statement") filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). For further information
pertaining to the Company and the shares, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at,
and copies thereof may be obtained at prescribed rates from, the office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 0-15881) are hereby incorporated by reference in this
Prospectus:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1994; and
(2) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on May
19, 1987.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such document). Requests for such documents
should be submitted in writing to the Secretary, at Mycogen Corporation, 4980
Carroll Canyon Road, San Diego, California 92121 or by telephone at (619) 453-
8030.
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<PAGE>
THE COMPANY
Mycogen is a diversified agricultural biotechnology company that develops
and markets environmentally compatible biopesticides and improved crop varieties
to control pests and to increase food and fiber production. The Company has five
operating units: (1) Agrigenetics, Inc., a majority-owned subsidiary doing
business as Mycogen Plant Sciences ("Mycogen Plant Sciences" or "MPS"), that
produces and markets planting seeds for agricultural and oilseed crops and uses
biotechnology and traditional plant breeding techniques to develop pest-
resistant and other value-added crop varieties; (2) a biopesticide division that
develops, manufactures and markets microbial and fatty acid based biopesticide
products; (3) Parasitix Corporation, a wholly owned animal health subsidiary
that develops and markets pesticides for use in poultry and livestock
operations; (4) an international division that markets internationally the
Company's biopesticides and value-added crop varieties through several foreign
subsidiaries and distribution networks present in over 50 countries; and (5)
Soilserv, Inc., a wholly-owned customized crop protection services subsidiary.
The Company's strategy is to use its proprietary Bacillus thuringiensis
("Bt") biotoxin gene technology (i) to expand its portfolio of biopesticide
products and (ii) in combination with the plant transformation and other
advanced plan science technology of its Mycogen Plant Sciences subsidiary, to
develop pest-resistant crop varieties with improved food and fiber
characteristics. With a total of 138 U.S. patents, more than 200 foreign patents
and approximately 97 additional patent applications pending in the U.S., with
corresponding applications pending in other countries, the Company believes that
it has a strong proprietary position for its Bt and plant science technology.
The Company also will continue to use traditional plant breeding techniques
to obtain pest resistance and other value added characteristics from native
plant sources, and to breed such characteristics into the Company's elite plant
parent lines for its seed crops. Value-added planting seed products
incorporating crop protection characteristics into the seed will be
commercialized through Mycogen Plant Sciences. The primary focus of this effort
will be in corn and cotton, two of the largest crops in terms of seed and
pesticide sales.
Biopesticides products embodying Mucogen's core technology are sold to the
agricultural crop protection markets through the biopesticide division and will
be sold to the poultry and livestock markets through the Parasitix subsidiary.
The international division will coordinate marketing, sales and distribution of
all products outside of North America.
Mycogen intends to continue to broaden its participation in the crop
protection industry by continuing to refine and apply its technology to better
meet the needs of the market and by pursuing strategic transactions and
acquisitions.
Mycogen was incorporated in California in December 1982 and was
reincorporated in Delaware in November 1986. The Company's headquarters are
located at 5501 Oberlin Drive, San Diego, California 92121, and its telephone
number is (619) 453-8030.
RISK FACTORS
The following are among the factors that should be considered carefully in
evaluating the Company and its business before purchasing the Common Stock
offered by this Prospectus.
SEASONALITY OF BUSINESS AND PRODUCT TESTING
The Company currently markets its products and services primarily for use
in the northern hemisphere, where the growing season generally runs from March
until October. The seasonal nature of the growing season will cause the
Company's operating revenues to be concentrated primarily in the first and
second calendar quarters and will result in substantial variations in
quarter-to-quarter financial results.
Commercial introduction of additional products is contingent on, among
other factors, completion of field testing and receipt of required regulatory
approvals. Unusual weather conditions during field tests or failure to receive
regulatory
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<PAGE>
approvals prior to the growing season may delay field tests, or require
additional field tests in subsequent growing seasons, with a resulting delay in
product tests, development and commercialization. Such delays could result in
additional losses from increased operating expenses in the intervening period
without significant offsetting revenues.
ABSENCE OF PROFITABLE OPERATIONS
The Company first achieved profitability on an annual basis in fiscal 1994.
There can be no assurance that profitability will continue on a quarterly or
annual basis in the future. There also can be no assurance that the Company will
experience revenue growth. As of December 31, 1994, the Company had an
accumulated deficit of approximately $97,765,000. Funding to date has been
provided primarily through public and private sales of equity securities,
product sales, revenues from collaborative agreements with corporate partners
and interest income. Operating losses may continue to occur as a result of
expenses incurred in anticipation of additional product introductions and
continued substantial research and development costs.
AGRIBUSINESS RISKS
In addition to the risks associated with the development, production and
marketing of the Company's products, general market risks are present in the
agricultural business. Government policies, both in the United States and
overseas, year-to-year fluctuations in pest populations and weather conditions
in the growing areas are significant factors in determining the volume of
planting seeds and biopesticides sold and, therefore, the Company's revenues.
Government policies affect, among other things, crop acreage planted, farmers'
decisions as to which crops to plant, the export of agricultural crops, the
types of pesticides used and commodity prices. Year-to-year fluctuations in pest
populations are influenced by weather conditions, the gestation cycles for
particular pests and the effectiveness of pesticides, among other factors.
Weather conditions affect seed production yields, planting decisions by farmers
and commodity prices. There can be no assurance that current or future
government policies will not have a material adverse effect on the Company's
business. There can be no assurance that year-to-year fluctuations in certain
pest populations will not have a material adverse effect on the Company's
business. There also can be no assurance that adverse weather conditions will
not have a material adverse effect on the Company's business.
HIGHLY COMPETITIVE INDUSTRY
The Company faces stiff competition. There are many companies, including
planting seed companies and chemical companies, that are seeking to develop new
products to protect crops from pests and to increase crop yield. Many of these
companies have substantially greater financial and technical resources and
production and marketing capabilities than the Company. In addition, many of
these companies have had significantly greater resources than the Company to
obtain regulatory approval and to market new products. Although the crop
protection and planting seed industry is already highly competitive, competition
may increase further as a result of the potential advances in the commercial
applicability of biotechnology and the greater availability of capital for
investment in these fields. Accordingly, there can be no assurance that the
Company will be able to continue to compete successfully with its existing
competitors or will be able to compete successfully with new competitors.
GOVERNMENT REGULATION; PRODUCT APPROVAL
Many of the crop protection products under development by the Company are
considered pesticides, and are subject to rigorous testing and approval
processes by the U.S. Environmental Protection Agency ("EPA") and similar
regulatory authorities in various states and in other countries. The process of
obtaining such approvals can be lengthy and expensive. There can be no assurance
that the Company will be able to obtain the necessary approvals for marketing
additional crop protection products. For example, while the EPA has in place a
registration procedure for biopesticides that is streamlined in comparison to
the registration procedure for chemical pesticides, there can be no assurance
that all of the Company's products will be eligible for the streamlined
procedure or that additional requirements will not be added by the EPA, which
could make the procedure more time-consuming and costly. In addition, the
regulatory process for crop protection products using genetic engineering and
other methods of biotechnology is evolving and additional restrictions on
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<PAGE>
research and product commercialization may result. If the Company is unable to
obtain the necessary approvals to market additional crop protection products,
such circumstances would have a material adverse effect on the Company.
The field testing, production and marketing of genetically engineered
planting seeds by the Company are also subject to federal, state, local and
foreign government regulation. The United States Department of Agriculture
("USDA") has not exempted from its permit process the commercial production of
genetically engineered plants other than one company's variety of tomato. The
production and marketing of genetically engineered plants also are subject to
review by the U.S. Food and Drug Administration ("FDA") if the plants are
intended to be used as a food product. There can be no assurance that the
agencies that oversee current or future regulations of genetically engineered
planting seeds will allow the Company to produce and market their genetically-
engineered planting seeds in a timely manner or under technically or
commercially feasible conditions. In addition, regulatory action or private
litigation could result in expenses, delays and other problems for the Company's
product development programs and the commercialization of its products.
In addition, the Company, and particularly its Soilserv subsidiary, is
subject to a variety of federal, state and local environmental regulations in
connection with the storage, application and disposal of pesticides and the
storage of fuel used in operations. Although the Company believes that it is in
compliance with all such environmental regulations, failure to comply with
present or future regulations could result in substantial expense or the
suspension or cessation of material operations, which could have a material
adverse effect on the Company. In addition, in the event of a misapplication of
pesticides or improper storage or disposal of pesticides or storage of fuels by
the Company, the Company or one or more of its subsidiaries could be held liable
for any resulting damages and clean up costs, which liability could have a
material adverse effect on the Company. The Company also could be held liable
for damages and clean up costs that could result from past storage and disposal
of pesticides or storage of fuels, which liability could have a material adverse
effect on the Company.
MARKET ACCEPTANCE
The predominant pest control products in use today are chemical
pesticides. The Company's products usually require different pest control
practices. The rate at which farmers adopt new pest control practices will
affect directly the market acceptance of the Company's products. If market
acceptance of the Company's products is slower than anticipated, the Company's
product sales would be adversely affected, which could result in continuing or
increased losses. There can be no assurance that such products will gain public
acceptance, regardless of the status of the regulatory approvals.
DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY
The Company has developed proprietary information and techniques and has
received and applied for patents relating to its technology and products. There
can be no assurance that the patents for which the Company has applied will be
issued or that any issued patents will provide adequate protection for the
Company's products and processes. In the absence of patent protection, the
Company may be vulnerable to competitors who attempt to imitate the Company's
products and processes with respect to the Company's products. In addition,
other companies and inventors may receive patents that contain claims applicable
to some of the Company's products. Sale of the Company's products covered by
such patents could require licenses that may not be available on acceptable
terms. The patent position of biotechnology firms in general is highly
uncertain. There can be no assurance as to the degree and range of protection
from biotechnology patents or to the Company's ability to pursue its strategy
without infringing the patents of others.
The Company also relies upon unpatented proprietary and trade secret
technology. Although the Company takes precautions to protect its proprietary
and trade secret technology, there can be no assurance that others will not
independently develop substantially equivalent information and techniques or
otherwise gain access to the Company's trade secrets or proprietary information.
Certain companies have been issued patents or have obtained proprietary rights
necessary or potentially useful to the Company. The scope and validity of
patents and other proprietary rights held by others are presently unknown. If
such rights are critical to the Company and cannot be obtained on terms
favorable to the Company, delays in the development of products could result,
and market introductions of products could be inhibited.
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<PAGE>
INFLUENCE OF CORPORATE RELATIONSHIPS
The Company has corporate relationships and intends to enter into future
corporate relationships to commercialize certain of its products in non-
agricultural and foreign markets. Although the Company believes that its
corporate partners will be economically motivated to commercialize the products
covered by these relationships in a timely and effective manner, the amount and
timing of financial and other resources devoted to these activities generally
are influenced by the Company's corporate partners.
EXCLUSIVE MANUFACTURING AGREEMENT
The Company's microbial bioinsecticides are manufactured by Enzyme
Bio-Systems, Ltd. ("EB") pursuant to an exclusive manufacturing agreement. The
Company believes that EB has sufficient available capacity at its plant to
satisfy the Company's needs for the immediate future. However, if EB were
unable to manufacture bioinsecticides for the Company, manufacture of such
products could be interrupted until alternative sources could be located. Such
an interruption would have a short-term adverse effect and could have a long-
term adverse effect on the Company's business. The Company intends to implement
a new higher yielding production process for certain of its biopesticide
products to improve economics. Implementation of this process at EB may require
capital investment by the Company and delays may be encountered which could have
a material adverse effect on the Company.
PRODUCT LIABILITY
The Company faces an inherent business risk of exposure to product
liability claims in the event that the use of its current or prospective
products results in adverse effects. While the Company will continue to attempt
to take appropriate precautions, there can be no assurance that it will avoid
significant product liability exposure. The Company currently maintains limited
product liability insurance for its products.
VOLATILITY OF STOCK PRICE
The market prices for securities of emerging companies, including Mycogen,
have been highly volatile. Announcements of technological innovations for new
commercial products by the Company's present or potential competitors, actual or
anticipated financial results, developments concerning patents or other
proprietary rights, adverse results in the Company's field tests, adverse
litigation, adverse legislation, regulatory decisions at any level of government
or public concerns regarding biopesticides or biotechnology may have a
significant impact on the Company's business and on the market price of the
Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of shares by existing stockholders pursuant to Rule 144 of the
Securities Act of 1933, as amended, or through the exercise of outstanding
registration rights could have an adverse effect on the price of the Company's
Common Stock.
SELLING STOCKHOLDER
The following table sets forth certain information regarding the Selling
Stockholder's beneficial ownership of the Company's Common Stock as of February
28, 1995. Except as otherwise indicated in this Prospectus the Selling
Stockholder has not had a material relationship with the Company within the past
three years other than as a result of the ownership of the Shares or other
securities of the Company. The numbers set forth in the column "Number of Shares
Being Offered" below constitute all of the Shares that the Selling Stockholder
may distribute in the offering; however, there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares and
the table below assumes the sale of all Shares held by the Selling Stockholder.
The Shares are being registered to permit public secondary trading of the
Shares, and the Selling Stockholder may offer the Shares for resale from time to
time. See "Plan of Distribution."
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<PAGE>
The Selling Stockholder received upon execution of the Purchase Agreement
153,846 shares of Mycogen Common Stock, as part of the consideration for the
transactions under the Purchase Agreement. The following table sets forth the
name of the Selling Stockholder, the number of shares of Mycogen Common Stock
owned beneficially by the Selling Stockholder as of February 28, 1995 and the
number of shares which may be offered pursuant to this Prospectus. Mycogen will
not receive any of the proceeds from the sale of Shares by the Selling
Stockholder.
The Company has filed with the Commission a Registration Statement on Form
S-3, of which this Prospectus forms a part, with respect to, among other things,
the resale of the Shares from time to time at prevailing prices in the over-the-
counter market or in privately-negotiated transactions and has agreed to prepare
and file such amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until all Shares offered
hereby have been sold pursuant thereto or until, pursuant to the Purchase
Agreement, Mycogen has repurchased all outstanding Shares.
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Shares Being Owned
Name and Address Prior to Offering/1/2/ Offered After Offering/2//
- -------------------------------------------- ------------------------------ --------- -------------------------
Number Percent Number Percent
---------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Delta and Pine Land Company................ 153,846 * 153,846 0 0%
One Cotton Way
Scott, Mississippi 38772
</TABLE>
_______________________
* Less than 1%.
/1// The persons named in the table have sole voting and sole investment
power with respect to all shares beneficially owned.
/2// Applicable percentage of ownership is calculated pursuant to Rule 13d-
3(d)(1) and is based on 19,309,047 shares of Common Stock outstanding
of February 28, 1995.
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<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereunder may be sold from time to time by the Selling
Stockholder, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the Nasdaq National Market or in the over-
the-counter market or otherwise, at prices and on terms then prevailing or
related to the then-current market price, or in negotiated transactions. The
Shares may be sold to or through one or more broker-dealers, acting as agent or
principal, in underwritten offerings, block trades, agency placements, exchange
distributions, brokerage transactions or otherwise, or in any combination of
transactions.
At the time a particular offer of Shares is made, to the extent required, a
supplemental Prospectus will be distributed which will set forth the number of
shares being offered and the terms of the offering including the name or names
of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from the Selling Stockholder, any
discounts, commissions and other items constituting compensation from the
Selling Stockholder and any discounts, concessions or commissions allowed or
reallowed or paid to dealers.
In connection with any transaction involving the Shares, broker-or others
may receive from the Selling Stockholder, and may in turn pay to other broker-
dealers or others, compensation in the form of commissions, discounts or
concessions in amounts to be negotiated at the time (which compensation may be
in excess of customary commissions). Broker-dealers and any other persons
participating in a distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Act in connection with such distribution, and any such
commissions, discounts or concessions may be deemed to be underwriting discounts
or commissions under the Act.
Any or all of the sales or other transactions involving the Shares
described above, whether effected by the Selling Stockholder, any broker-dealer
or others, may be made pursuant to this prospectus. In addition, any Shares that
qualify for sale pursuant to Rule 144 under the Act may be sold under rule 144
rather than pursuant to this prospectus.
In order to comply with the securities laws of certain states, if the
Shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Shares may not be sold
unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to Mycogen Common Stock for a period of
two business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of shares of the Shares
by the Selling Stockholder.
All costs associated with this offering will be paid by Mycogen.
Mycogen and the Selling Stockholder may agree to indemnify certain persons,
including broker-dealers or others, against certain liabilities in connection
with any offering of the Shares, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Carlton J. Eibl, vice president and general counsel of the Company.
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EXPERTS
The consolidated financial statements of Mycogen Corporation appearing in
Mycogen Corporation's Annual Report (Form 10-K) for the year ended December 31,
1994, havee been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon icluded therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various costs and expenses to be paid by the
Company with respect to the sale and distribution of the securities being
registered. All of the amounts shown are estimates except the Securities and
Exchange Commission registration.
<TABLE>
<S> <C>
SEC Registration Fee.............. $ 524
Legal Fees and Expenses........... $ 5,000
Accounting Fees and Expenses*..... $ 3,000
Printing and Engraving Expenses*.. $ 1,200
Miscellaneous*.................... $ 276
Total............................... $10,000
======
</TABLE>
__________________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation law provides for
indemnification of a corporation's officers and directors under certain
circumstances. Section 145 of the Delaware General Corporation Law also provides
that a corporation has the power to purchase and maintain insurance on behalf of
its officers and directors against any liability asserted against such person
and incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of Section 145 of the Delaware
General Corporation Law. Section 7.7 of the Bylaws of the Company also provides
for indemnification of officers and directors, as authorized by Section 145.
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation in its certificate of incorporation to limit the personal liability
of members of its board of directors for violations of a director's fiduciary
duty of care. The Section does not, however, limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, or from any transaction
in which the director derived an improper personal benefit. The Section also
will have no effect on claims arising under the federal securities laws. The
Certificate of Incorporation of the Company limits the liability of its
directors as authorized by Section 102(b)(7).
The stockholders of the Company have approved indemnification agreements
with each of its directors. These agreements provide for indemnification against
liability incurred in their capacity as directors.
ITEM 16. EXHIBITS
(A) EXHIBITS
5.1 Opinion of Vice President and General Counsel of the Company
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Vice President and General Counsel of the Company (to be
included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
II-1
<PAGE>
99.1 Purchase Agreement among Mycogen, Agrigenetics, Inc. and Delta and
Pine Land Company, dated February 15, 1995.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the state of any delayed
offering or throughout a continuous offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, Delaware Corporation law, the
Underwriting Agreement or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefor, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the question has been
II-2
<PAGE>
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 19th day of
April, 1995.
MYCOGEN CORPORATION
By /s/ Jerry D. Caulder
----------------------------------------------
Jerry D. Caulder
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry D. Caulder and Carlton J. Eibl and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jerry D. Caulder Chairman, President, Chief April 19, 1995
- --------------------------- Executive Officer and Director
(Jerry D. Caulder) (Principal Executive Officer)
/s/ Carlton J. Eibl Executive Vice President April 19, 1995
- --------------------------- (Principal Financial Officer)
(Carlton J. Eibl)
/s/ James Baumker Controller (Principal Accounting April 19, 1995
- --------------------------- Officer)
(James Baumker)
/s/ Andrew C. Barnes Executive Vice President and April 19, 1995
- --------------------------- Director
(Andrew C. Barnes)
/s/ Thomas J. Cable Director April 19, 1995
- ---------------------------
(Thomas J. Cable)
/s/ Orville Freeman Director April 19, 1995
- ---------------------------
(Orville Freeman)
/s/ George R. Hill Director April 19, 1995
- ---------------------------
(George R. Hill)
/s/ David A. Rammler Director April 19, 1995
- ---------------------------
(David A. Rammler)
/s/ A. John Speziale Director April 19, 1995
- ---------------------------
(A. John Speziale)
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
UNDER
SECURITIES ACT OF 1933
MYCOGEN CORPORATION
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------- -------
<S> <C>
5.1 Opinion of Vice President and General Counsel of the Company.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Vice President and General Counsel of the Company
(to be included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
99.1 Purchase Agreement among Mycogen, Agrigenetics, Inc. and Delta
and Pine Land Company, dated February 15, 1995.
</TABLE>
<PAGE>
EXHIBIT 5.1
OPINION OF VICE PRESIDENT AND GENERAL COUNSEL OF THE COMPANY
April 19, 1995
Mycogen Corporation
5501 Oberlin Drive
San Diego CA 92121
Ladies and Gentlemen:
I have acted as counsel to Mycogen Corporation, a Delaware corporation (the
"Company") in connection with the issuance and sale, and subsequent
registration, of 153,846 shares of Common Stock (the "Common Stock") as
described in the Company's Registration Statement on Form S-3 ("Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
In connection with this opinion, I have examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation, as amended, the Company's bylaws, as amended, and the originals,
or copies certified to my satisfaction, of such records, documents,
certificates, memoranda and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below. It is my opinion
that the Common Stock has been duly authorized, validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Carlton J. Eibl
Carlton J. Eibl
EXHIBIT 5.1
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Mycogen Corporation
for the registration of shares of its commons stock and to the incorporation by
reference therein of our report dated February 10, 1995, with respect to the
consolidated financial statements of Mycogen Corporation inlcuded in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst and Young LLP
Ernst and Young LLP
San Diego, California
April 13, 1995
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.2
CONSENT OF VICE PRESIDENT AND GENERAL COUNSEL
OF THE COMPANY (INCLUDED IN EXHIBIT 5.1)
EXHIBIT 23.2
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY (SEE PAGE II-4)
EXHIBIT 24.1
<PAGE>
EXHIBIT 99.1
PURCHASE AGREEMENT AMONG MYCOGEN, AGRIGENETICS, INC. AND
DELTA AND PINE LAND COMPANY, DATED FEBRUARY 15, 1995
PURCHASE AGREEMENT
This Purchase Agreement dated as of February 15, 1995, is made and entered into
by and between Mycogen Corporation ("Mycogen") and its subsidiary Agrigenetics,
Inc. doing business as Mycogen Plant Sciences ("MPS"), and Delta and Pine Land
Company ("DPL").
Mycogen and MPS desire to purchase DPL's corn and sorghum business for the
benefit of MPS and DPL desires to sell such business to MPS. The parties
contemplate consummating such a transaction in three components. One component
involves the exchange of certain facilities located in Lubbock, Texas owned by
MPS for certain facilities located in Plainview and Dumas, Texas owned by DPL.
Another component involves the acquisition by MPS of DPL's planting and
foundation seed germplasm and contracts associated with DPL's corn and sorghum
business. The final component involves an arrangement for the sale of DPL's
current corn and sorghum inventories.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
EXCHANGE OF FACILITIES
1.1 EXCHANGE OF PROPERTY. MPS and DPL hereby agree that on June 30, 1995
(the "Property Closing Date"), MPS and DPL, subject to the terms and
conditions set forth under this Article I, will consummate the exchange of
the following properties (the "Exchange"):
(i) MPS will convey to DPL, MPS's facilities and, except as set forth
on Schedule 1.1A, all fixed assets located at and used predominantly
in connection with the operation of such facilities located at 624
27th Street and 6201 Southeast Loop #289, Lubbock, Texas (the "MPS
Property"); and
(ii) DPL will convey to MPS, DPL's facilities and, except as set forth
on Schedule 1.1B, all fixed assets located at and used predominantly
in connection with the operation of such facilities located at 3600
North Columbia Street, Plainview, Texas, and Highway 152, Dumas,
Texas (the "DPL Property").
Each party will keep their own rolling stock and, as to be agreed upon by
the parties, certain portable assets (such as furniture, computers,
supplies, etc.). Each party will be responsible for removing all of their
own rolling stock and agreed-upon portable assets from their facilities on
or before the Property Closing Date.
1.2 OPERATION OF PROPERTIES PRIOR TO THE EXCHANGE. Prior to the Property
Closing Date, each party will continue to operate its own facilities at its
own cost.
1.3 MISCELLANEOUS COSTS.
(a) Each party will pay the cost of recording the warranty deed to the
property being acquired by such party.
(b) Each party will pay (i) the cost of preparing its warranty deed to
be delivered to the other party and any documentary transfer tax on
its warranty deed, and (ii) the cost of an ALTA policy of title
insurance as described in Section 1.4(b) hereof.
(c) Any other costs to effect the Exchange will be apportioned in a
manner that is customary in the county where each of the MPS Property
and the DPL Property, respectively, are located.
EXHIBIT 99.1
<PAGE>
1.4 CONDITIONS OF CLOSING. On the Property Closing Date, MPS (with respect
to the MPS Property) and DPL (with respect to the DPL Property) will
deliver to the other party the following items, which must be satisfied to
effect the Exchange:
(a) Subject to any exceptions and limitations set forth in the title
insurance policy accepted by the acquiring party in accordance with
Section 1.4(b) and (c), a warranty deed conveying title to such
property to the acquiring party.
(b) An ALTA standard policy of title insurance issued by a nationally
recognized title company with liability in the amount of the value of
the property as reflected in the financial records of MPS or, as the
case may be, DPL showing title to such property as set forth in
Section 1.1 above, subject only to:
(i) Nondelinquent real property taxes, assessments, and
improvement bonds;
(ii) Utility, drainage and slope easements affecting such
property that may be approved by the acquiring party in
accordance with Section 1.4(c) below;
(iii) Such liens, licenses, easements, encumbrances, covenants,
conditions and restrictions and other matters of record that may
be approved by the acquiring party in accordance with Section
1.4(c) below; and
(iv) A reservation of the mineral estate under such property so
long as such reservation shall not include the right to use the
surface of such property or the upper 500 feet of the land
lying below the surface thereof; and
(v) Any other similar exceptions to title that do not interfere
with the operation of the MPS Property and the DPL Property,
respectively, as currently conducted.
(c) As soon as possible after the date of this Agreement, MPS (with
respect to the MPS Property) and DPL (with respect to the DPL
Property) will deliver to the other party the following items:
(i) A standard preliminary title commitment for a dollar amount
equal to the book value of such property as reflected on the
financial records of MPS and DPL, respectively (the "Title
Commitment") issued by a nationally recognized title company
showing the status of the title of such property;
(ii) A copy of all existing leases and management, maintenance,
security and other contracts pertaining to such property
("Contracts"), which Contracts are listed on Schedule 1.4; and
(iii) Recorded tract map and other data pertaining to such
property which are in the possession of, or are available
without cost to, MPS or, as applicable, DPL.
Within 30 days of each party's receipt of the other party's Title
Commitment, the receiving party will notify the delivering party in
writing of any unacceptable exceptions in the Title Commitment so
that the receiving party may attempt to secure the removal thereof.
Failure to disapprove in writing any such exceptions within said 30
day period will be deemed approval thereof.
Each party will use diligent efforts to remove within 60 days of
disapproval any exceptions to title disapproved by the acquiring
party. In the event that any such disapproved exceptions to title
cannot be removed to the acquiring party's satisfaction within such
60 day period, the parties will negotiate a mutually acceptable
remedy to compensate and protect the acquiring party from risks
associated with such disapproved exception to title.
MPS will accept by assignment the DPL Contract listed on Schedule 1.4.
There are no Contracts associated with the MPS Property to be
assigned to DPL.
(d) Any other instruments and documents customary in the respective
counties in Texas where the MPS Property and the DPL Property are
located in order to effect the exchange.
EXHIBIT 99.1
<PAGE>
(e) A certificate duly executed by each party certifying that the
representations and warranties of such party as set forth under
Section 1.6 are true and correct as of the Property Closing Date.
(f) Satisfaction of the obligations with respect to environmental
matters as set forth under Section 1.7.
1.5 POSSESSION, PRORATIONS AND CASUALTY.
(a) Each party will be entitled to possession of the property to be
acquired by such party under the terms of this Agreement upon the
exchange of deeds under Section 1.4(a) above.
(b) Real property taxes and assessments on each of the MPS Property and
the DPL Property will be prorated as of the Property Closing Date.
Said prorations to be based on a 30-day month and a 360-day year
and the actual taxes for the most recent year available.
(c) In the event of any casualty to the MPS Property or the DPL
Property, the acquiring party will have the right to elect to have
the selling party repair and restore the damage caused by such
casualty or to accept such damaged property with any insurance
proceeds collectable with respect to such casualty.
1.6 REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) MPS, as the acquirer of the DPL Property, and DPL, as the acquirer
of the MPS Property, hereby represent, warrant and covenant as
follows:
(i) Each party represents that there have been no
representations or warranties by the other party other than
those specified in this Agreement concerning the property being
acquired by such party under this Agreement, that such party is
not relying in acquiring such property on any oral or written
statement made by the other party except as provided herein, and
that such party will rely on its own independent inspections of
such property. It is understood that the MPS Property and the
DPL Property will be conveyed in an "as is" condition, and no
warranties or representations have been or will be made by or on
behalf of the conveying party concerning the property or title
thereto other than as provided in Section 1.6(b) hereof.
(ii) Each party is a corporation duly formed and existing under
the laws of its state of incorporation. Each party has full
legal right, power and authority to execute and fully perform
its obligations under Article I of this Agreement, without the
need for any further action.
(b) MPS, as the conveyer of the MPS Property, and DPL, as the conveyer
of the DPL Property, hereby represent, warrant and covenant as
follows:
(i) Each party is a corporation duly formed and existing under
the laws of its state of incorporation. Each party has full
legal right, power and authority to execute and fully perform
its obligations under Article I of this Agreement, without the
need for any further action.
(ii) To the best of MPS's knowledge, with respect to the MPS
Property, and of DPL's knowledge, with respect to the DPL
Property, there is no pending or threatened condemnation of such
property, or of any portion thereof.
(iii) No claim, litigation, proceeding, or governmental
investigation is pending or threatened against or relating to
the property to be conveyed by such party under this Agreement,
or affects such party's ability to fulfill all of its
obligations under this Agreement. Each party is not aware of any
basis for any such claim, litigation, other proceeding or
governmental investigation.
EXHIBIT 99.1
<PAGE>
(iv) Each party has neither received notice nor has actual
knowledge that any government authority, or any employee or
agent thereof, considers the property to be conveyed by such
party under this Agreement, or the current operation, use or
ownership of the same to violate any ordinances, laws,
regulations or orders of any governmental entity or any agency,
body or subdivision thereof, or that any investigation has been
commenced, or is contemplated, regarding such possible
violation.
(v) No third party holds any option to purchase, right of first
refusal or right to purchase the property to be conveyed by such
party under this Agreement or any portion thereof. After the
date of this Agreement, each party will not create any such
liens, encumbrances, covenants, leases, licenses, occupancy
agreements, options, rights or other exceptions to title to the
property to be conveyed by such party under this Agreement
without the acquiring party's prior written consent.
(vi) Except for fixed assets specifically excluded on Schedule
1.1A (with respect to the MPS Property) and on Schedule 1.1B
(with respect to the DPL Property), each such property is being
conveyed with all fixed assets located at such property. As set
forth under Section 1.1, each party will keep their own rolling
stock and, as to be agreed upon by the parties, certain portable
assets (such as furniture, computers, supplies, etc.) and will
remove such items from their respective facilities on or before
the Property Closing Date.
(vii) Except as set forth on Schedule 1.4, there are no leases
or management, maintenance, security or other agreements
(whether oral or written) affecting the property to be conveyed
by such party under this Agreement, and no person has any right
of possession to such property or any part thereof.
(viii) The Exchange will not violate any contract, agreement or
instrument to which MPS (with respect to the MPS Property) or
DPL (with respect to the DPL Property) is a party which affects
such property or any part thereof.
1.7 ENVIRONMENTAL ASSESSMENTS.
(a) As promptly as possible after the date of this Agreement, the
parties will have a Phase 1 environmental site assessment conducted
with respect to the MPS Property located at 6201 Southeast Loop #289,
Lubbock, Texas, the MPS Property located at 624 27th Street, Lubbock,
Texas and the DPL Property located at 3600 North Columbia Street,
Plainview, Texas. If the results of such Phase 1 assessments require
a Phase 2 environmental site assessment with respect to any of such
properties in order to adequately assess potential environmental
liabilities, a Phase 2 assessment will be conducted on any such
properties.
(b) The environmental site assessments will be conducted by an
environmental firm selected by DPL. The costs of all assessments
conducted under this Agreement will be shared 50/50 by DPL and MPS.
(c) Based on the environmental assessments of the above-referenced DPL
Property and MPS Property, each selling party prior to the Property
Closing Date (and as a condition precedent to consummating the
Exchange) will remedy any environmental contamination not acceptable
to the acquiring party to the reasonable satisfaction of the
acquiring party. The Property Closing Date may be extended to permit
sufficient time to remedy any such environmental contamination. In
the event that the cost of any such remediation is unacceptably high
to the selling party, such remediation will not be required and such
contaminated property will not be included in the Exchange. In such
event, the parties will negotiate (as a condition precedent to
consummating the Exchange) mutually acceptable compensation for the
party who will not receive all of the property contemplated by this
Agreement to be received by such party in the Exchange. Each
conveying party will
EXHIBIT 99.1
<PAGE>
indemnify and hold harmless the acquiring party from and against any
and all liabilities, costs and expenses incurred by the acquiring
party with respect to disposal of hazardous wastes on, or any
violation prior to the Property Closing Date of environmental laws
at, any property actually conveyed to the acquiring party as part of
the Exchange. Each party may elect to have a third-party designee
receive title and ownership of the property being acquired.
ARTICLE II
PURCHASE AND SALE OF DPL'S CORN AND SORGHUM BUSINESS
2.1 CONVEYANCE OF ASSETS.
(a) Effective as of the date of this Agreement, DPL hereby conveys,
assigns and transfers to MPS, and MPS hereby accepts such conveyance,
assignment and transfer of all of DPL's right, title and interest in
and to the following DPL assets related to DPL's corn and sorghum
business:
(i) All corn and sorghum foundation and parent seed germplasm
(including, without limitation, all records and experimental
seed stock related thereto); provided, however, that DPL will
retain title to all existing corn and sorghum seed available for
customer sales.
(ii) Subject to obtaining any legally required consent of third
parties to such written agreements, all written agreements
(including, without limitation, any and all licenses to corn and
sorghum parent lines and varieties licensed by DPL from third
parties) associated with DPL's corn and sorghum business.
(b) DPL represents and warrants that all written agreements associated
with DPL's corn and sorghum business are set forth on Schedule 2.1 to
this Agreement. Also, each agreement requiring such third-party
consent is indicated on Schedule 2.1. Upon request by MPS, DPL will
use diligent efforts to obtain as promptly as practical any and all
third-party consents to assign to MPS the agreements set forth on
Schedule 2.1, including, without limitation, the sorghum conditioning
agreement with Asgrow, but specifically excluding the agreement
relating to the supply and distribution of corn with Ciba Seeds. MPS
will be solely responsible for conducting discussions with Ciba Seeds
regarding any assignment and assumption of such agreement.
(c) MPS hereby assumes all liabilities and responsibilities of DPL as
of the date of this Agreement under all contracts and agreements
assigned or sublicensed to MPS under this Section 2.1, which, in the
case of agreements that require third-party consent, will be deemed
assigned to and assumed by MPS upon receipt of such third-party
consent. To the extent that any such agreements prohibit an
assignment of such agreement, but permit the sublicense of rights
thereunder by DPL, DPL hereby exclusively sublicenses to MPS all of
DPL's right, title and interest under any such agreement. MPS agrees
to continue to supply Ciba Seeds with sorghum seed as historically
supplied by DPL and to enter into a supply agreement mutually
acceptable to MPS and Ciba Seeds for such purpose.
(d) Subject to obtaining the consent of Ciba-Geigy Corporation
substantially in the form attached to this Agreement, DPL represents
and warrants that (i) it has full power and authority to assign to
MPS its ownership and irrevocable license to all sorghum germplasm
owned or licensed by DPL without the need for any third party consent
or approval; (ii) effective as of the date of this Agreement, all of
DPL's right, title and interest in DPL's parent and foundation
sorghum germplasm hereby is conveyed, assigned and transferred to
MPS; and (iii) MPS has all the rights of DPL under DPL's sorghum
germplasm license (as set forth in the excerpts to the Assets
Purchase Agreement dated December 13, 1988 between DPL and Ciba Geigy
attached as part of Schedule 2.1) subject only to the
EXHIBIT 99.1
<PAGE>
limitations to such license as set forth under the license grant
provisions of such license agreement. This representation and
warranty will survive the consummation of the transactions
contemplated by this Agreement.
2.2 SALE OF EXISTING DPL CORN AND SORGHUM INVENTORY.
(a) DPL will retain title to all existing DPL corn and sorghum
inventory until title is transferred to MPS in accordance with
Section 2.2.(a)(iv) for sale to MPS customers. MPS and DPL hereby
agree that DPL's existing corn and sorghum available seed (including
fiscal 1995 production to come into inventory) will be marketed and
sold during the 1995 through 1997 marketing years (through December
1997) as follows:
(i) DPL, in 1995, and MPS, in 1996 and 1997, will use diligent
efforts to market and sell DPL available corn and sorghum seed
on a FIFO basis to the extent commercial quality standards can
be satisfied. Such quality standards are set forth on Schedule
2.2A by corn and sorghum hybrid. The quantity of corn and
sorghum seed comprising DPL's available seed is set forth by
hybrid, pedigree (to the extent DPL has pedigree information
readily available) and, with respect to corn, by seed size on
Schedule 2.2B.
(ii) DPL will be responsible for marketing and selling the DPL
available corn and sorghum seed for the benefit and account of
MPS in 1995. DPL also will be responsible for shipments,
invoicings and collections in 1995. With respect to all order
entry, bagging and rebagging, shipments, invoicing and
collections for 1995, DPL will send out all documentation to
customers under its computer system and provide such information
to MPS. Each invoice will indicate that the sale is made for the
benefit of MPS. DPL will be responsible for cash collections
with respect to 1995 sales. MPS will be responsible for bad
debts with respect to 1995 sales consummated after the date of
this Agreement; provided, however, that Mycogen will be able to
offset the amount of such bad debts against any repurchase of
Mycogen stock from DPL under Section 3.5.
(iii) MPS will be responsible for marketing and selling the DPL
available corn and sorghum seed in 1996 and 1997. MPS will also
be responsible for order entry, bagging and rebagging,
shipments, invoicing, and collections with respect to sales
after 1995. In connection with marketing and selling DPL
available corn seed, MPS will, in each of 1996 and 1997, sell
(as a percentage of sales) a quantity of "small" or
"undesirable" seed sizes of corn fitting the description of
"small" or "undesirable" seed set forth on Schedule 2.2C equal
to DPL's average annual quantity of small corn seed sizes sold
by DPL (as a percentage of sales) over the last three years,
which average annual quantity (as a percentage of sales) also is
set forth on Schedule 2.2C. In each of 1996 and 1997, MPS will
not sell any "small" or "undesirable" seed produced by MPS after
the date of this Agreement until the annual average quantity (as
a percentage of sales) of "small" or "undesirable" seed set
forth on Schedule 2.2C has been sold in such year out of the DPL
available seed. In the event that MPS fails to sell the annual
average quantity of "small" or "undesirable" seed (as a
percentage of sales) set forth on Schedule 2.2C in each of 1996
and 1997, MPS will purchase any shortfall (the difference
between the quantity of "small" or "undesirable" seed actually
sold, as a percentage of sales, and the annual average quantity,
as a percentage of sales, set forth on Schedule 2.2C) out of DPL
available seed on or before August 15 of each of 1996 and 1997.
(iv) All sales of the DPL available corn and sorghum seed will
be made for the account of MPS. Immediately prior to shipping
seed to fill each customer order, the amount of seed required to
fill such order automatically will be deemed to be assigned,
conveyed and transferred to MPS at a transfer price equal to
DPL's cost of such seed, less reserve for returns of 40% for
sorghum and 35% for corn, for
EXHIBIT 99.1
<PAGE>
delivery on behalf of MPS to such customer. MPS and DPL hereby
agree that for all purposes under this Section 2.2, DPL's costs
of its available corn and sorghum seed for 1995, 1996 and 1997
is set forth on Schedule 2.2D. Within five business days after
each calendar quarter ending March and June of 1995, 1996 and
1997 and on August 15 of each of 1995, 1996 and 1997, MPS will
pay DPL for all DPL available seed shipped to customers during
such calendar quarter and during the period of July 1 to August
15 of each such year.
(v) With respect to all sales of the DPL available corn and
sorghum seed, DPL will receive (1) 85% of total gross margins on
all sales in 1995, (2) 50% of total gross margins on all sales
in 1996, and (3) 30% of total gross margins on all sales in
1997. MPS will retain the balance of such gross margins. The
costs (calculated on a basis consistent with prior periods) and
the projected domestic selling prices of DPL sorghum and corn
seed are set forth on Schedule 2.2D. Gross margin will be
calculated based on total sales less cost of goods sold (as set
forth on Schedule 2.2D), third-party commissions, discounts and
rebates actually allowed. Payment of gross margin to reflect the
sharing arrangement described above, together with an adjusting
payment to reflect any difference between actual returns and
reserve for returns, will be made between DPL and MPS on August
15 of each of 1995, 1996 and 1997. All customer returns of seed
from DPL's existing corn and sorghum inventory will be returned
to, and owned entirely by, DPL.
(vi) At the end of 1997, DPL will be responsible for the
disposal of any remaining DPL available corn and sorghum seed
not sold by MPS in accordance with this Section 2.2 as of
December 31, 1997. DPL will not sell such remaining seed in the
United States as planting seed. DPL will market and sell any
such remaining seed in the international retail or wholesale
market or as grain (and not as planting seed) in the U.S.
wholesale market. On or before March 30, 1998, DPL will remove,
at its cost, all remaining DPL available seed located in MPS
warehouses as of the end of 1997.
(vii) DPL will continue, at DPL's cost, its Special DPL
Salesman Incentive Program for current employee-salespersons for
1995 for sales of corn and sorghum. The cost of DPL's incentive
program for 1995 will not be included in the calculation of
gross margin in connection with the sharing of gross margins
between DPL and MPS as set forth above.
(viii) Any new production of corn and sorghum or new corn and
sorghum hybrids (i.e., any sale of corn or sorghum other than
out of DPL's existing inventory) will be owned and sold by MPS
entirely for MPS's account. Sales by MPS of any new production
of corn and sorghum will be made by hybrid on a FIFO basis
consistent with Section 2.2(a)(i) so as to market and sell the
DPL available seed (on a hybrid-by-hybrid basis) that satisfies
the quality standards set forth on Schedule 2.2A prior to the
sale of any newly produced seed.
(ix) The DPL available corn and sorghum seed will be marketed
and sold in DPL bags for the 1995 season. MPS will have the
right, but not the obligation, to continue selling such
inventory in DPL bags through 1997; provided, that if such
inventory is sold in DPL bags after 1995, MPS hereby indemnifies
and holds DPL harmless from and against any and all liabilities,
costs and expenses related to any customer claims made against
DPL with respect to such seed sold in DPL bags. In connection
with MPS's right to sell DPL available corn and sorghum seed in
1996 and 1997 in DPL bags, DPL grants MPS a license,
specifically limited to such sales, to use DPL's trademarks that
are on DPL's sorghum and corn seed bags. DPL will have the right
to inspect any DPL available seed bagged in DPL bags to insure
that the seed in such bags satisfies the quality standards set
forth on Schedule 2.2A and that the appearance of the filled
bags are suitable for customer delivery and are not
EXHIBIT 99.1
<PAGE>
tattered or torn. DPL reserves the right to revoke the rights
granted to MPS under this Section 2.2(a)(ix) if seed sold in
such bags does not satisfy the quality standards set forth on
Schedule 2.2A or if filled bags for customer delivery are
tattered and torn so as not to be suitable for delivery. Upon
reasonable advance notice from MPS, DPL will supply MPS on a
timely basis with DPL bags for the purpose of selling DPL's
existing corn and sorghum inventory in accordance with this
Section 2.2(a)(ix). MPS will purchase such bags at prices equal
to DPL's cost to produce the bags.
(x) MPS agrees that it will not market and sell the DPL
available corn and sorghum seed at prices greater than DPL's
suggested retail selling price by hybrid as set forth on
Schedule 2.2D plus a year-to-year annual five percent increase
thereon in each of 1996 and 1997.
(b) DPL and MPS agree that casualty and risk of loss of the DPL
available corn and sorghum seed (including any and all customer
returns) will remain with DPL until such time as seed is shipped to
customer or unless such casualty or loss is caused by the negligence
of MPS.
2.3 DPL NON-COMPETE IN CORN AND SORGHUM UNTIL THE YEAR 2000. From the date
of this Agreement until January 1, 2000, DPL will not engage in the
development, marketing or sale of corn or sorghum hybrids in the regions of
the United States where DPL currently markets and sells corn and sorghum;
provided, however, that this Section 2.3 automatically will terminate
earlier than January 1, 2000 in the event (and effective upon the
occurrence) that prior to such time a seed company engaged in the business
of producing and selling corn and sorghum acquires a majority of the
outstanding shares of capital stock of DPL or substantially all of the
assets of DPL.
ARTICLE III
ISSUANCE OF MYCOGEN STOCK TO DPL
3.1 ISSUANCE OF MYCOGEN STOCK. On the date of this Agreement, Mycogen will
issue 153,846 shares of Mycogen common stock as part of the consideration
for the transactions under this Agreement.
3.2 REGISTRATION OF MYCOGEN SHARES. As promptly as practicable, and within
30 days of the date of this Agreement, Mycogen will file a registration
statement on Form S-3 with the Securities and Exchange Commission to permit
DPL to sell the Mycogen shares delivered under this Agreement under such
registration statement. Mycogen will maintain such registration statement
in full force and effect until the earlier to occur of (i) the sales of all
such shares by DPL (whether by repurchase of such shares by Mycogen under
Section 3.5 below or otherwise) or (ii) three years after the date of this
Agreement so as to enable DPL to sell the Mycogen shares in the public
market from the date of this Agreement until three years after the date of
this Agreement.
3.3 REGISTRATION EXPENSES. Mycogen will pay all out-of-pocket expenses
related to the registration of the shares of Mycogen common stock delivered
to DPL under this Agreement, including, without limitation, NASD
registration and filing fees, all fees and expenses incurred in complying
with securities or blue sky laws, all printing, messenger and delivery
expenses, the fees and disbursements of counsel to Mycogen and of its
independent public accountants, and all registration, filing and
qualification fees of the Securities and Exchange Commission and state
securities or blue sky commissions.
3.4 INDEMNIFICATION BY MYCOGEN. Mycogen will indemnify, to the fullest
extent permitted by law, DPL and its officers, directors and employees and
each person who controls DPL (within the
EXHIBIT 99.1
<PAGE>
meaning of the Securities Act of 1933, as amended, or the Security Exchange
Act of 1934, as amended) from and against any losses, claims, damages,
liabilities and expenses (including reasonable attorneys' fees) arising out
of or based upon any untrue, or alleged untrue, statement of a material
fact contained, or incorporated by reference, in the Form S-3 registration
statement referred to above as originally filed and subsequently amended
covering any sale or distribution by DPL of the shares of Mycogen common
stock issued to DPL under this Agreement, or arising out of or based upon
any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by, or contained in, any information
furnished in writing to Mycogen by DPL expressly for use in such
registration statement.
3.5 MYCOGEN PURCHASE OPTION. DPL hereby grants to Mycogen an option
exercisable at any time after January 1, 1996 and ending on December 31,
1997 to purchase from DPL 153,846 shares of Mycogen common stock for a cash
payment of $1.35 million minus the amount, if any, of bad debts incurred by
MPS from sales out of DPL inventory in 1995 pursuant to Section 2.2(a)(ii).
ARTICLE IV
MISCELLANEOUS
4.1 FORCE MAJEURE. "Force Majeure" will mean any event that is beyond the
control of the parties, that is unforeseen, unavoidable or insurmountable,
that arises after the execution of this Agreement and that prevents total
or partial performance by one or more of the parties. Such events will
include, without limitation, government regulations, war, strike, act of
God, or other similar circumstances. If an event of Force Majeure occurs, a
party's contractual obligations affected by such event will be suspended
during the period of delay caused by the Force Majeure. A party claiming
Force Majeure will promptly inform the other party in writing of the
occurrence and the expected duration of such Force Majeure. The party
claiming Force Majeure will use reasonable efforts to terminate the Force
Majeure. In the event of Force Majeure, each party will remain obligated to
perform all obligations that it is able to perform, the Force Majeure
notwithstanding. The parties will immediately consult with each other in
order to find an equitable solution and will use reasonable efforts to
minimize the consequences of such Force Majeure, including amendments to
this Agreement that are valid and legal and, to the maximum extent
possible, carry out the original intent of the parties.
4.2 RESTRICTION ON ASSIGNMENT. Neither Mycogen, MPS nor DPL may assign its
rights or obligations under this Agreement to any third party without the
prior written consent of the other party; provided, however, that this
restriction on assignment will not apply to an assignment to any entity
that succeeds to the either party's position by merger, consolidation, or
other corporate reorganization.
4.3 GOVERNING LAW; ENTIRE AGREEMENT. This Agreement will be governed by
the laws of the State of Delaware, without the application of any choice of
law statutes or regulations. This Agreement and the attached Schedules
contain the entire agreement among the parties with respect to the purchase
and sale of DPL's corn and sorghum business and the exchange of MPS and DPL
facilities as contemplated hereunder, and supersedes all prior arrangements
or understandings with respect thereto, whether written or oral. No
modification or waiver of any provision of this Agreement will be effective
unless made in writing and signed by all parties to this Agreement. The
terms and conditions of this Agreement will inure to the benefit of and be
binding upon the parties and their respective successors and permitted
assigns.
EXHIBIT 99.1
<PAGE>
4.4 ADDITIONAL DOCUMENTS. The parties hereby agree to execute and deliver
any additional instruments or documents, in form and substance mutually
acceptable to the parties, to effect or evidence the transactions
contemplated by this Agreement.
4.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, which, taken together, will constitute one and the same
instrument.
4.6 PUBLIC ANNOUNCEMENT. Except for documents that are required to be
flied with a government agency under applicable laws and regulations,
neither party will make any press release, public announcement or public
confirmation concerning the terms of this Agreement without prior written
approval of the other party; provided, however, that once public disclosure
is made in accordance with this Section 4.6, each party can make subsequent
public disclosures consistent with such prior public disclosure without
obtaining the prior approval of the other party.
4.7 MYCOGEN GUARANTY. By executing and delivering this Agreement, Mycogen
guarantees the performance by MPS of all of MPS's obligations to DPL under
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of
the date first above written.
MYCOGEN CORPORATION DELTA AND PINE LAND COMPANY
By: /s/ J.R. Glynn By: /s/ Murray Robinson
-------------------------------- ----------------------------------
Title: Executive Vice President Title: President
----------------------------- -------------------------------
AGRIGENETICS, INC. d/b/a
Mycogen Plant Sciences
By: /s/ Carlton J. Eibl
--------------------------------
Title: Vice President
-----------------------------
EXHIBIT 99.1
<PAGE>
SCHEDULES TO PURCHASE AGREEMENT
Schedule 1.1A MPS Excluded Fixed Assets
Schedule 1.1B DPL Excluded Fixed Assets
Schedule 1.4 Leases, Property Maintenance, Management and Security
Contracts (if any)
Schedule 2.1 DPL Agreements and Germplasm Licenses Related to Corn and
Sorghum Business
Schedule 2.2A Seed Quality Standards
Schedule 2.2B Quantity of DPL Inventory (Detailed)
Schedule 2.2C Definition and Annual Sales of Small or Undesirable Seed
Sizes
Schedule 2.2D Projected Selling Price and Cost of DPL Corn and Sorghum
Product Line
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- --------------------------------------------------------------------------------
Schedule 1.1A
MPS Excluded Fixed Assets and Rolling Stock - Attached
Schedule 1.1B
DPL Excluded Fixed Assets and Rolling Stock - Still Pending
Note: Both parties have verbally agreed that portable equipment, such as
trucks, computers, etc., will remain with the current owners. Other fixed assets
which will be exchanged as part of this agreement will be determined by Randy
Dismuke of DPL and Larry Price of MPS after the transaction is announced.
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- -----------------------------------------------------------------------------
Schedule 1.4
MPS leases, Property Maintenance, Management and Security Contracts (if
any):
None
DPL Leases, Property Maintenance, Management and Security Contracts (if
any):
National Guardian Alarm service agreement attached.
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- ------------------------------------------------------------------------------
SCHEDULE 2.1
DPL AGREEMENTS AND GERMPLASM LICENSES RELATED TO CORN AND SORGHUM BUSINESS
<TABLE>
<CAPTION>
ITEM DESCRIPTION EXPIRATION ASSIGNABLE?
- --------------------------------------------------------------------------------
<C> <S> <C> <C>
1. Sorghum Purchase Agreement
(Buyer: DPL; Seller: Ciba (Funk)
2. Asgrow Conditioning Agreement 6/30/95 Silent
3. Weaver Popcorn Storage Agreement 8/31/95 Yes; see p.
4, #13
4. Carter Processing Storage 3/23/95
Agreement
5. Northrup King Storage Agreement 6/1/95 Silent
6. D&PL General Distributor Policy Silent
(list of distributors to be
provided at closing)
7. Ciba Corn Distributorship 1 Yr. Notice Only with
Agreement 2 Yr. Sales consent (p. 22)
</TABLE>
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- --------------------------------------------------------------------------------
Schedule 2.2A
Seed Quality Standards
Attached are MPS quality standards for corn and sorghum. These standards
will apply to DPL FIFO inventory, except that acceptable warm and cold test
standards for corn will be as follows:
Warm Test: 92%
Cold Test: 80%
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- --------------------------------------------------------------------------------
SCHEDULE 2.2B
D&PL AVAILABLE SEED
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- --------------------------------------------------------------------------------
Schedule 2.2C
Definition and Annual Sales of Small or Undesirable Seed Sizes
Definition of Undesirable Seed Sizes:
Small Flat F16 or Smaller
Small Round R25 or Smaller
Large Flat F12 or Larger
Large Round R22 or Larger
Plateless PP1 or PP2
Summary showing inventory and 3-year average attached, with
supporting detail.
EXHIBIT 99.1
<PAGE>
SCHEDULE 2.2C
SMALL/UNDESIRABLE SEED SIZE
The plate sizes below are defined as "small" or "undesirable".
<TABLE>
<CAPTION>
THREE-YEAR AVERAGE
ANNUAL SALES
PLATE SIZE/1/ (as a percentage of
average total annual
sales)/2/
<S> <C> <C>
---------------------------------------------------------------------------
Small Flat B9 or smaller
B190
-----------------------------------------------
Small Round B3 (see attached
B30 material)
B25
-----------------------------------------------
Large Flat B5 or larger
B8
-----------------------------------------------
Large Round B0
B54
</TABLE>
_____________________________
/1/ The stated plate standard or comparable standard of any other plate
size manufacturer.
/2/ Based on average annual sales by DPL during 1992, 1993 and 1994 of
corn seed by hybrid of the referenced small or undesirable size.
EXHIBIT 99.1
<PAGE>
Purchase Agreement Schedules
- --------------------------------------------------------------------------------
SCHEDULE 2.2D
PROJECTED SELLING PRICE AND COST
OF DPL CORN AND SORGHUM
PRODUCT LINE
<TABLE>
<CAPTION>
PROJECTED NET 1995
DOMESTIC 1995 COST/1,3/ 1996/1997 SUGGESTED
SELLING PRICE COST/2,3/ RETAIL PRICES
<S> <C> <C> <C> <C>
==========================================================================================
Corn $49.25 $39.94 $34.24 See the
- -------------------------------------------------------------------------
Grain Sorghum 33.73 21.99 14.33 attached
- -------------------------------------------------------------------------
Sudan Sorghum 10.40 7.54 7.10 1995 price
- -------------------------------------------------------------------------
Forage Sorghum 27.11 21.96 21.79 list.
- -------------------------------------------------------------------------
Sweet G90Corn 71.30 51.10 48.47
</TABLE>
_____________________________
/1/ Includes budgeted inventory cost, reprocessing cost and certain write
off cost. Only adjustments will include cost of current year conditioning
and bagging. Actual cost will not vary by more than 5% from stated cost.
/2/ Includes inventory cost and will be adjusted only for the cost of
additional seed added to inventory from 1995 seed production. No obsolete
seed or other write off of inventory will impact this cost. Actual cost will
not vary by more than 5% from stated cost.
/3/ Costs exclude the cost of warehousing inventory.
EXHIBIT 99.1
