<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13, or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 1996 (February 19,
1996) --------------
Mycogen Corporation
-------------------
(Exact name of registrant as specified in its charter)
California 0-15881 95-3802654
- ---------------------------------- ------- ------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
5501 Oberlin Drive, San Diego, California 92121
- --------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
(619) 453-8030
--------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report.)
AMENDMENT NO. 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The undersigned registrant hereby amends Item 7. Financial Statements
and Exhibits of its Current Report as of February 27, 1996 on Form 8-K as set
forth in the pages attached.
<PAGE>
ITEM 7. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
UNITED AGRISEEDS, INC.
FINANCIAL STATEMENTS FOR THE YEARS ENDED
SEPTEMBER 30, 1995 AND 1994 AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of United Agriseeds, Inc.:
We have audited the accompanying balance sheets of United Agriseeds, Inc. as of
September 30, 1995 and 1994, and the related statements of income and cash flows
for each of the two years in the period ended September 30, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at September 30, 1995 and 1994,
and the results of its operations and its cash flows for each of the two years
in the period ended September 30, 1995 in conformity with generally accepted
accounting principles.
March 28, 1996
<PAGE>
UNITED AGRISEEDS, INC.
BALANCE SHEETS
AS OF SEPTEMBER 30, 1995 AND 1994 (IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS:
Trade accounts receivable $ 2,963 $ 1,908
Related company receivables 14,886 16,767
Other 1,455 1,091
------- -------
Total accounts receivable 19,304 19,766
Inventories 15,968 10,594
Other assets 218 236
Deferred income taxes 1,986 2,551
------- -------
Total current assets 37,476 33,147
------- -------
NOTE RECEIVABLE-NONCURRENT 89 120
PROPERTY AND EQUIPMENT, NET 13,233 13,780
OTHER ASSETS:
Deferred income taxes 1,556 3,095
Intangible assets - net 1,686 2,109
------- -------
Total other assets 3,242 5,204
------- -------
TOTAL $54,040 $52,251
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,610 $ 1,006
Accounts payable
Trade 2,871 1,577
Other 2,059 3,046
Accrued liabilities 2,118 2,044
------- -------
Total current liabilities 8,658 7,673
------- -------
LONG-TERM DEBT 2,175 3,785
STOCKHOLDER'S EQUITY:
Common stock, $1.00 par value, 1,000 shares
authorized and issued 1 1
Additional paid-in capital 62,751 62,751
Deficit (19,545) (21,959)
------- -------
Total stockholder's equity 43,207 40,793
------- -------
TOTAL $54,040 $52,251
======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
UNITED AGRISEEDS, INC.
STATEMENTS OF INCOME
FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
NET SALES $ 33,470 $ 32,929
COST OF SALES 17,884 21,037
-------- --------
GROSS MARGIN 15,586 11,892
-------- --------
OPERATING EXPENSES:
Selling 5,870 5,839
Promotion and advertising 2,539 1,884
General and administrative 1,868 1,961
Research and development 2,584 2,234
Amortization of intangibles 423 423
-------- --------
Total operating expenses 13,284 12,341
-------- --------
INCOME (LOSS) FROM OPERATIONS 2,302 (449)
-------- --------
RELATED COMPANY CONTRACT INCOME 1,560 1,343
INTEREST INCOME 118 118
INTEREST EXPENSE (390) (494)
RELATED COMPANY INTEREST INCOME 722 432
OTHER INCOME 241 373
-------- --------
INCOME BEFORE INCOME TAXES 4,553 1,323
PROVISION FOR INCOME TAXES (2,139) (498)
-------- --------
NET INCOME 2,414 825
DEFICIT:
BEGINNING OF PERIOD (21,959) (22,784)
-------- --------
END OF PERIOD $(19,545) $(21,959)
======== ========
AVERAGE COMMON SHARES OUTSTANDING 1,000 1,000
======== ========
EARNINGS PER COMMON SHARE $ 2,414 $ 825
======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
UNITED AGRISEEDS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994 (IN THOUSANDS)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,414 $ 825
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 1,241 1,402
Amortization 423 423
Provision for deferred taxes 2,104 514
Changes in assets and liabilities that
provided (used) cash:
Receivables (1,419) (501)
Inventories (5,374) 2,903
Accounts payable and accrued expenses 381 3,234
Other assets 18 739
------- ------
Net cash provided by (used in)
operating activities (212) 9,539
------- ------
INVESTING ACTIVITIES:
Loans to DowElanco (8,497)
Payments received on loans to DowElanco 1,881
Increase in note receivable (120)
Payment received on note receivable 31
Purchases of property, plant, and equipment (694) (417)
------- ------
Net cash provided by (used in)
investing activities 1,218 (9,034)
------- ------
FINANCING ACTIVITIES:
Principal payments on long-term borrowings (1,006) (505)
------- ------
NET CHANGE IN CASH $ NIL $ NIL
======= ======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
UNITED AGRISEEDS, INC.
NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS)
FOR THE YEARS ENDED SEPTEMBER 30, 1995 AND 1994
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS - United Agriseeds, Inc.'s business is the broad
application of the science of genetics and is highly seasonal in nature. The
Company, through its Keltgen and Lynks Seeds divisions, develops, produces,
and markets hybrids of corn and soybeans, and markets sorghum, sunflower and
alfalfa seeds primarily for the United States agricultural market.
USE OF ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amount of assets
and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from these estimates.
RECEIVABLES - Receivables are stated net of an allowance for doubtful
accounts of $572 and $432 at September 30, 1995 and 1994, respectively.
INVENTORIES - Inventories are valued at the lower of cost or market. Cost is
determined by the first-in first-out method and consists of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Finished Seed...................................... $ 7,797 $ 4,439
Unfinished Seed.................................... 7,585 5,081
Other.............................................. 586 1,074
------- -------
$15,968 $10,594
======= =======
</TABLE>
Unfinished seed consists of the cost of parental seed stocks, labor and
certain other production costs. A significant portion of the cost of seed
production is the compensation of independent contract growers who commit
specific acreage to produce seed. These independent growers are responsible
for planting and growing seed for the Company, which is generally committed
to purchase all seed produced by such growers. The purchase price is elected
by the growers and is based on the yield of the contracted acreage and
commodity futures prices.
The Company uses commodity futures and options to hedge grower compensation
costs. At September 30, the Company had futures contracts with brokers on
the following notional quantities (stated in bushels):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Corn -- Short Position Contracts 410 900
Corn -- Long Position Contracts 820 400
Soybeans -- Short Position Contracts 400
Soybeans -- Long Position Contracts 400
</TABLE>
<PAGE>
Gains and losses on these contracts are recorded as adjustments to inventory
cost when contracts are closed. At September 30, 1995 and 1994, unrealized
gains on these contracts were $171 and $129, respectively.
PLANT PROPERTIES AND DEPRECIATION - Property, plant and equipment is stated
at historical cost basis at the time of purchase. Depreciation is based on
estimated service lives and is generally provided using a declining balance
method for plant property and the straight-line method for non-technical
property. At September 30, property, plant and equipment consisted of the
following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Plant and equipment $19,684 $19,763
Building improvements 786 182
Other 129 113
------- -------
Total 20,599 20,058
Less allowance for depreciation 7,366 6,278
------- -------
$13,233 $13,780
======= =======
</TABLE>
The Financial Accounting Standards Board issued Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which is required to be adopted for fiscal years
beginning after December 15, 1995. The implementation of this Statement is
not expected to have a material impact on the Company's financial
statements.
INTANGIBLE ASSETS - Intangible assets represent customer listings, which are
stated at amortized cost and are being amortized by the straight-line method
over fifteen years. The Company believes the carrying amount of the customer
listings is recoverable.
PENSION AND PROFIT SHARING PLANS - The Company sponsors a defined
contribution pension plan and a discretionary retirement savings and profit
sharing plan. The plans cover all full-time employees, subject to age and
service requirements.
The defined contribution pension plan is noncontributory with contributions
based on employee compensation. The Company annually funds all pension costs
accrued. The expense incurred under the plan was $125 and $106 for the years
ended September 30, 1995 and 1994, respectively.
The savings and profit sharing plan allows employees to contribute a portion
of their earnings to designated investment funds with the Company matching a
portion of such contribution. Matching contributions of $69 and $68 were
made by the Company under this plan and charged to operations for the years
ended September 30, 1995 and 1994, respectively.
INCOME TAXES - Income taxes are computed using the asset and liability
method. Deferred income taxes have been provided on temporary differences
between the carrying amounts and income tax bases of certain assets and
liabilities.
<PAGE>
2. TRANSACTIONS WITH OWNERS
The Company is owned 100% by DowElanco and has significant transactions with
DowElanco.
The Company received interest income on loans made to DowElanco totaling
$722 and $432 for the years ended September 30, 1995 and 1994, respectively.
The average interest rate for such loans was 6.5% and 4.1% for the
respective years. The carrying amount of loans made to DowElanco
approximates fair value.
Additionally, the Company is party to a research and development funding
agreement with DowElanco dated May 2, 1991. The agreement stipulates that
the Company must maintain its breeding program at or above its current level
and quality for 10 years and perform plant breeding services for DowElanco
as requested. In consideration, DowElanco pays the Company quarterly an
amount equal to all of the Company's costs for the program plus an
additional 10% of total program costs minus 5% of the gross amount of the
Company's corn sales for each quarter. DowElanco reimbursed the Company
$1,560 and $1,343 related to research and development expense for the years
ended September 30, 1995 and 1994, respectively.
3. DEBT AND CREDIT FACILITIES
At September 30, 1995, the Company was party to an agreement with Merrill
Lynch Technology Ventures, L.P. (MLTV), a limited partnership. Under the
terms of the original agreement dated February 24, 1987 and modified June
30, 1988, MLTV provided $5,700 in research funding. In return, the Company
agreed to focus its research efforts to develop certain new corn inbred
lines on behalf of MLTV. Under the terms of the new agreement, MLTV
relinquished all rights to the lines developed by the Company. As
consideration, the Company agreed to pay MLTV the principal and interest of
$10,000 payable in installments. The principal outstanding balance was
$3,785 and 4,791 at September 30, 1995 and 1994, respectively. Interest paid
to MLTV in 1995 and 1994 was $494 and $595, respectively. Based on the
borrowing rates currently available to the Company for loans with similar
terms and maturity, the carrying amount of the MLTV debt approximates
market.
The debt is scheduled to mature as follows:
October 1, 1995 $1,610
October 1, 1996 2,175
------
Total $3,785
======
4. LEASE COMMITMENTS
The Company leases automobiles, furniture and equipment, warehouse
facilities and land under various operating leases. Total lease expense
included in the consolidated financial statements for the years ended
September 30, 1995 and 1994, is $777 and $698, respectively. Future lease
commitments as of September 30, 1995 for non-cancelable operating leases are
as follows:
1996 $ 613
1997 424
1998 286
1999 165
2000 and thereafter 31
------
Total lease commitments $1,519
======
<PAGE>
5. TAXES ON INCOME
Deferred tax balances consisted of the following as of September 30:
<TABLE>
<CAPTION>
1995 1994
---- ----
Assets Liabilities Assets Liabilities
<S> <C> <C> <C> <C>
Property $3,100 $3,054
Inventory $ 311 $ 336
Tax loss carryforwards 6,033 7,952
Tax credit carryforwards 267 267
Other 31 145
------ ------ ------ ------
Total $6,642 $3,100 $8,700 $3,054
====== ====== ====== ======
</TABLE>
A valuation allowance of $912 as of September 30, 1995 and 1994 offsets
deferred tax assets which may not be realized. The accumulated tax loss and
tax credit carryforwards are $15,876 and $20,926, respectively, as of
September 30, 1995 and 1994. They begin to expire in 1997.
Following is a reconciliation of the statutory U.S. Federal income tax rate
to the Company's actual effective income tax rate for the years ended
September 30:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Statutory U.S. Federal income tax rate 35.0% 35.0%
State income taxes, net of federal income
tax benefits 3.0 3.0
IRS adjustment of non-deductible intangibles 10.7
Alternative minimum tax (1.3)
Other (0.5) (0.4)
----- ----
Actual effective income tax rate 46.9% 37.6%
==== ====
</TABLE>
Current income tax provision (benefit) in 1995 and 1994 is $35 and ($16),
respectively. Cash payments for income taxes totaled $46 and $16 in 1995 and
1994, respectively.
6. SUBSEQUENT EVENTS
On February 19, 1996, Mycogen Corporation purchased United Agriseeds from
DowElanco. On March 18, 1996, subsequent to the purchase of the Company and
pursuant to a change in control clause in the MLTV agreement referred to in
Note 3, the Company prepaid the final scheduled debt payment.
* * * * * *
<PAGE>
ITEM 7. (b) PRO FORMA FINANCIAL INFORMATION.
MYCOGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)
GENERAL DISCUSSION AND BASIS OF PRESENTATION
The following unaudited pro forma condensed consolidated financial
information gives retroactive effect to the acquisition of United AgriSeeds,
Inc., a Delaware corporation ("UAS") and a subsidiary of DowElanco, an Indiana
General Partnership ("DowElanco"). The acquisition consists principally of the
assets, liabilities and operations of UAS and occurred on February 19, 1996.
This information should be read in conjunction with the historical financial
statements and related notes of Mycogen Corporation, as filed on Form 10-Q as of
February 29, 1996 and Form 10-K as of August 31, 1995, and Mycogen Corporation's
Current Report as of February 27, 1996 on Form 8-K.
The pro forma financial information is presented for comparative purposes
only and is not necessarily indicative of the financial position or results of
operations which would have occurred or may occur in the future. The unaudited
pro forma condensed consolidated statements of operations present the combined
results of operations as if the acquisition of UAS occurred on September 1,
1994. The pro forma condensed consolidated statements of operations have been
prepared by the management of the Company based upon the audited consolidated
financial statements of Mycogen Corporation and UAS for the years ended August
31, 1995, and September 30, 1995, respectively, and the unaudited consolidated
financial statements of both companies for the six months ended February 29,
1996. A pro forma balance sheet is not included herein as the acquisition of
UAS is already reflected in the Consolidated Condensed Balance Sheet filed by
the Company under Form 10-Q for the quarterly period ended February 29, 1996 on
April 12, 1996.
The acquisition of UAS involved the issuance of 4,453,334 shares of Mycogen
common stock to DowElanco in exchange for $26.4 million in cash and all of the
shares in DowElanco's seed business, UAS. The acquisition of UAS is accounted
for as a purchase and the approximate purchase price of UAS of $32.6 million has
been allocated to tangible and intangible assets acquired and liabilities
assumed at their respective fair values. The acquisition resulted in a purchase
price allocation to in-process technology of $2.6 million, which was written-off
upon acquisition.
The unaudited pro forma consolidated financial information that
follows includes only preliminary adjustments relating to the purchase price
allocation of the accounts of UAS. Final purchase price adjustments, if any,
will be determined at a later date and may differ from the estimates presented
above. In the opinion of management of Mycogen, these estimates and the other
adjustments used in the preparation of the unaudited pro forma condensed
consolidated statements of operations are reasonable.
<PAGE>
MYCOGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year ended August 31, 1995 (b)
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Mycogen United Pro Forma Pro Forma
Corporation AgriSeeds, Inc. Adjustments Combined
----------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Net operating revenues.................. $106,169 $33,470 $ - $139,639
Contract and other revenues............. 7,049 1,745 (1,560) (c) 7,234
-------- ------- ----------- --------
Total revenues........................ 113,218 35,215 (1,560) 146,873
-------- ------- ----------- --------
Cost of operating revenues.............. 70,985 17,884 (150) (d) 88,719
Selling, general and administrative..... 32,715 10,221 - 42,936
Research and development................ 21,181 2,584 - 23,765
Amortization of intangible assets....... 3,854 423 166 (d) 4,443
-------- ------- ----------- --------
Total costs and expenses.............. 128,735 31,112 16 159,863
-------- ------- ----------- --------
Operating income (loss)................. (15,517) 4,103 (1,576) (12,990)
-------- ------- ----------- --------
Interest income and expense, net...... 914 450 (332) (c) 1,032
Exchange gain......................... 160 - - 160
-------- ------- ----------- --------
Income (loss) before income taxes....... (14,443) 4,553 (1,908) (11,798)
Income tax benefit (provision).......... - (2,139) 2,139 (f) -
-------- ------- ----------- --------
Net income (loss)..................... (14,443) 2,414 231 (11,798)
Dividends on preferred stock............ (1,503) - - (1,503)
-------- ------- ----------- --------
Net income (loss) applicable to common
shares................................ $ (15,946) $ 2,414 $ 231 $(13,301)
========= ======== =========== ========
Weighted average number of shares....... 19,225 4,453 (g) 23,678
Net loss per common share............... $ (0.83) $ (0.56)
========= ========
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Financial
Information.
<PAGE>
MYCOGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six months ended February 29, 1996 (a) (b)
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Mycogen United Pro Forma Pro Forma
Corporation AgriSeeds, Inc. Adjustments Combined
-------------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Net operating revenues.............................. $ 47,624 $ 16,856 $ - $ 64,480
Contract and other revenues......................... 4,151 905 (727) (c) 4,329
-------------- ----------- ---------- ---------
Total revenues.................................... 51,775 17,761 (727) 68,809
-------------- ----------- ---------- ---------
Cost of operating revenues.......................... 31,269 9,505 (70) 40,704
Selling, general and administrative................. 19,431 5,326 - 24,757
Research and development............................ 9,659 960 - 10,619
Amortization of intangible assets................... 1,084 197 97 (d) 1,378
Special charges..................................... 20,250 - 20,250
-------------- ----------- ---------- ---------
Total costs and expenses.......................... 81,693 15,988 27 97,708
-------------- ----------- ---------- ---------
Operating income (loss)............................. (29,918) 1,773 (754) (28,899)
-------------- ----------- ---------- ---------
Interest income and expense, net.................. 773 310 (360) (e) 723
Exchange gain..................................... 23 - - 23
-------------- ----------- ---------- ---------
Income (loss) before income taxes................... (29,122) 2,083 (1,114) (28,153)
Income tax benefit (provision)...................... - (1,058) 1,058 (f) -
-------------- ----------- ---------- ---------
Net income (loss)................................. (29,122) 1,025 (56) (28,153)
Dividends on preferred stock........................ (578) - - (578)
-------------- ----------- ---------- ---------
Net income (loss) applicable to common shares....... $ (29,700) $ 1,025 $ (56) $ (28,731)
============== =========== ========== =========
Weighted average number of shares................... 21,937 4,185 (g) 26,122
Net loss per common share........................... $ (1.35) $ (1.10)
============= =========
</TABLE>
See accompanying Notes to Pro Forms Condensed Consolidated Financial
Information.
<PAGE>
MYCOGEN CORPORATION
-------------------
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
---------------------------------------------------------------
(UNAUDITED)
Pro Forma Adjustments to the Condensed Consolidated Statements of Operations
- ----------------------------------------------------------------------------
(a) Both Mycogen's and UAS' operations are highly seasonal. Accordingly, the
results of operations for the six months ended February 29, 1996 are not
indicative of results to be expected for an annual period.
(b) The pro forma statements of operations do not include the nonrecurring
charge of $2.6 million related to acquired in-process technology that was
written off upon acquisition.
(c) Eliminate contract revenues received by UAS from DowElanco related to a
research and development funding agreement that was terminated upon the
acquisition date.
(d) Record the effect of changes in depreciation and amortization of tangible
and intangible assets of UAS. Useful lives of 5 and 10 years have been
assigned to the intangible assets established in connection with the
acquisition.
(e) Eliminate interest income earned on note receivable from DowElanco that was
settled upon the acquisition date. Eliminate interest expense on note that
was due and payable upon change in ownership of UAS. The pro forma
statements of operations do not include adjustments for interest income on
the cash received from the sale of common stock to DowElanco.
(f) Eliminate UAS' tax provision as a result of a pre tax loss reported on a
pro forma basis for the year ended August 1995, and a pre tax loss expected
to be reported for the full year ending August 1996.
(g) Adjust the average number of shares used in calculating earnings per share
for the common stock issued to DowElanco for cash and the shares of UAS.
Common shares issuable under stock options and convertible preferred stock
are not included in the computation of net loss per common share because
their effect would be antidilutive.
ITEM 7. (c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
2.1 Exchange and Purchase Agreement Among Mycogen
Corporation, Agrigenetics, Inc., DowElanco and
United AgriSeeds./1/
99.1 Registrant's Press Release dated February 20,
1996./1/
</TABLE>
/1/ Previously filed as an Exhibit to the Registrant's Form 8-K filed February
27, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Mycogen Corporation
--------------------
(Registrant)
April 25, 1996 By: /s/ James A. Baumker
----------------------
James A. Baumker
Executive Vice President
Chief Financial Officer
