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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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MYCOGEN CORPORATION
(Name of the Issuer)
THE DOW CHEMICAL COMPANY
ROFAN SERVICES INC.
CENTEN AG INC.
DOW AGROSCIENCES LLC
and
AGROSCIENCES ACQUISITION INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
PAR VALUE $0.001 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
628452 10 4
(CUSIP Number of Class of Securities)
John Scriven Jane M. Gootee Brian G. Taylorson
Vice President, General Vice President President
Counsel and Secretary Rofan Services Inc. Centen Ag Inc.
The Dow Chemical Company 2030 Dow Center 2030 Dow Center
2030 Dow Center Midland, Michigan 48674 Midland, Michigan 48674
Midland, Michigan 48674 (517) 636-1000 (517) 636-1000
(517) 636-1000
Louis W. Pribila Brian G. Taylorson
Vice President, Secretary President
and General Counsel AgroSciences Acquisition Inc.
Dow AgroSciences LLC 2030 Dow Center
9330 Zionsville Road Midland, Michigan 48674
Indianapolis, Indiana 46268 (517) 636-1000
(317) 337-3000
with a copy to:
Scott J. Davis
James T. Lidbury
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Act of 1934.
b. / / The filing of a registration statement under the Securities Act
of 1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$374,232,918 $74,847
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* For purposes of calculating the filing fee only. This amount assumes the
purchase of 11,532,381 shares of common stock (the "Shares") of the subject
company at $28.00 in cash per Share as well as the purchase of 3,568,635
Shares subject to outstanding options at $28.00 per Share less the
average exercise price per Share subject to such options of $13.6174.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
/X/ Amount Previously Paid: $74,847
Form or Registration Number: Schedule 14D-1.
Filing Party: The Dow Chemical Company, Rofan Services
Inc., Centen Ag Inc., Dow AgroSciences LLC
and AgroSciences Acquisition Inc.
Date Filed: September 4, 1998.
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") is being filed
by The Dow Chemical Company ("TDCC"), Rofan Services Inc. ("Rofan"), Centen
Ag Inc. ("Centen"), AgroSciences Acquisition Inc. ("Purchaser") and Dow
AgroSciences LLC ("Parent"). Rofan and Centen are wholly owned subsidiaries
of TDCC, a public corporation whose stock is traded on the NYSE. Rofan and
Centen own 63% and 37%, respectively, of the interests of Parent. Parent
owns 69% of the common stock of Purchaser, and Centen owns the remaining 31%
of the common stock of Purchaser. Parent holds approximately 68.3% of the
outstanding shares of common stock, par value $0.001 per share (the
"Shares"), of Mycogen Corporation (the "Company"). This Statement relates to
a proposed merger (the "Merger") in which Purchaser would merge with and into
the Company and the Shares other than those Shares held by Parent or
Purchaser would be converted into the right to receive $28.00 per Share in
cash.
The following cross reference sheet is being supplied pursuant to
General Instruction F to the Statement and shows the location in the Offer to
Purchase dated September 4, 1998 (the "Offer to Purchase") filed as
Exhibit 99(d)(1) hereto by the Purchaser with the Securities and Exchange
Commission on the date hereof, of the information required to be included
in response to the items of this Statement. The information set forth in the
Offer to Purchase, which is attached hereto as Exhibit 99(d)(1), is hereby
expressly incorporated herein by reference and the responses to each item
are qualified in their entirety by the provisions of the Offer to Purchase.
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CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN SCHEDULE 14D-1
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Item 1(a)-(c) . . . . . . . . . . . . . . . . Item 1(a)-(c)
Item 1(d)-(f) . . . . . . . . . . . . . . . . *
Item 2. . . . . . . . . . . . . . . . . . . . Item 2
Item 3(a)(1). . . . . . . . . . . . . . . . . Item 3(a)(1)
Item 3(a)(2). . . . . . . . . . . . . . . . . Item 3(b)
Item 3(b) . . . . . . . . . . . . . . . . . . *
Item 4. . . . . . . . . . . . . . . . . . . . *
Item 5(a)-(e) . . . . . . . . . . . . . . . . Item 5(a)-(e)
Item 5(f) . . . . . . . . . . . . . . . . . . Item 5(g)
Item 5(g) . . . . . . . . . . . . . . . . . . *
Item 6(a) . . . . . . . . . . . . . . . . . . Item 4(a)
Item 6(b) . . . . . . . . . . . . . . . . . . *
Item 6(c)-(d) . . . . . . . . . . . . . . . . Item 4(b)-(c)
Item 7(a) . . . . . . . . . . . . . . . . . . Item 5
Item 7(b)-(d) . . . . . . . . . . . . . . . . *
Item 8. . . . . . . . . . . . . . . . . . . . *
Item 9. . . . . . . . . . . . . . . . . . . . *
Item 10 . . . . . . . . . . . . . . . . . . . Item 6
Item 11 . . . . . . . . . . . . . . . . . . . Item 7
Item 12 . . . . . . . . . . . . . . . . . . . *
Item 13 . . . . . . . . . . . . . . . . . . . *
Item 14 . . . . . . . . . . . . . . . . . . . *
Item 15(a). . . . . . . . . . . . . . . . . . *
Item 15(b). . . . . . . . . . . . . . . . . . Item 8
Item 16 . . . . . . . . . . . . . . . . . . . Schedule 14D-1
Item 17(a). . . . . . . . . . . . . . . . . . Item 11(b)
Item 17(b). . . . . . . . . . . . . . . . . . *
Item 17(c). . . . . . . . . . . . . . . . . . Item 11(c)
Item 17(d). . . . . . . . . . . . . . . . . . *
Item 17(e). . . . . . . . . . . . . . . . . . *
Item 17(f). . . . . . . . . . . . . . . . . . Not Applicable
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* This information is provided only in this Schedule 13E-3.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the subject company is Mycogen Corporation, a
corporation organized under the laws of California (the "Company"), which has
its principal executive offices at 5501 Oberlin Drive, San Diego, California
92121. Capitalized terms used in this Schedule 13E-3 and not defined herein
shall have the meanings set forth in the Offer to Purchase dated September 4,
1998 (the "Offer to Purchase") attached hereto as Exhibit 99(d)(1).
(b) The information set forth in the "Introduction" of the Offer to
Purchase is incorporated herein by reference.
(c)-(d) and (f) The information set forth in "The Tender Offer - 6.
Price Range of the Shares" of the Offer to Purchase is incorporated herein by
reference.
(e) Not Applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The information set forth in "Introduction," "The
Tender Offer - 8. Certain Information Concerning Purchaser, Parent and
Certain Affiliates of Parent" and Schedule I of the Offer to Purchase is
incorporated herein by reference.
(e)-(f) During the last five years, neither The Dow Chemical Company,
a Delaware corporation, nor Rofan Services Inc., a Delaware corporation, nor
Centen Ag Inc., a Delaware corporation, nor Dow AgroSciences LLC, a Delaware
limited liability company ("Parent"), nor AgroSciences Acquisition Inc., a
Delaware corporation ("Purchaser") and a majority-owned subsidiary of Parent,
nor, to the best of their knowledge, any of the individuals listed in "The
Tender Offer - 8. Certain Information Concerning Purchaser, Parent and
Certain Affiliates of Parent" or in Schedule I of the Offer to Purchase has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in "The Tender Offer - 8. Certain
Information Concerning Purchaser, Parent and Certain Affiliates of Parent"
and "The Tender Offer - 9. Background of the Offer" of the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in "The Tender Offer -- 9. Background
of the Offer" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in "Introduction" and "The Tender Offer -- 10.
Purpose of the Offer; The Merger Agreement" of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The information set forth in "The Tender Offer--9. Background of the
Offer," "The Tender Offer--10. Purpose of the Offer; The Merger Agreement"
and "The Tender Offer -- 12. Certain Effects of the Offer; Exchange Act
Registration; Filing Requirements" of the Offer to Purchase is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "The Tender Offer - 11. Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "The Tender Offer -- 16. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
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(c)-(d) None.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
The information set forth in "The Tender Offer -- 5. Certain Tax
Consequences," "The Tender Offer -- 9. Background of the Offer," "The Tender
Offer -- 10. Purpose of the Offer; The Merger Agreement" and "The Tender
Offer -- 12. Certain Effects of the Offer" of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) and (d)-(e) The information set forth in "Recommendation of the
Company's Board of Directors" and "The Tender Offer -- 9. Background of the
Offer" of the Offer to Purchase is incorporated herein by reference.
(c) The Merger is structured to require the approval of at least a
majority of the unaffiliated security holders.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
The information set forth in "Recommendation of the Company's Board of
Directors," "The Tender Offer -- 9. Background of the Offer" and "The
Tender Offer -- 16. Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
SHARES
BENEFICIALLY PERCENTAGE
NAME OWNED OF CLASS
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(a)-(b) The Dow Chemical Company 24,766,157 68.3%
2030 Dow Center
Midland, MI 48674
(517) 636-1000
Rofan Services, Inc. 24,766,157 68.3%
2030 Dow Center
Midland, MI 48674
(517) 636-1000
Centen Ag Inc. 0 0%
2030 Dow Center
Midland, MI 48674
(517) 636-1000
Dow AgroSciences LLC 24,766,157 68.3%
9330 Zionsville Road
Indianapolis, IN 46268
(317) 337-3000
AgroSciences Acquisition Inc. 0 0%
2030 Dow Center
Midland, MI 48674
(517) 636-1000
The information set forth in "The Tender Offer--6. Price Range of the
Shares" and "The Tender Offer--8. Certain Information Concerning Purchaser,
Parent and Certain Affiliates of Parent" of the Offer to Purchase is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "The Tender Offer - 8. Certain Information
Concerning Purchaser, Parent and Certain Affiliates of Parent," "The Tender
Offer--9. Background of the Offer" and "The Tender Offer - 10. Purpose of the
Offer; Merger Agreement" of the Offer to Purchase is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth in "The Tender Offer--8. Certain
Information Concerning Purchaser, Parent and Certain Affiliates of Parent" of
the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "The Tender Offer--9. Background
of the Offer" of the Offer to Purchase is incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "The Tender Offer -- 10. Purpose
of the Offer; The Merger Agreement" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
The information set forth in "The Tender Offer -- 7. Certain
Information Concerning the Company" and "The Tender Offer--8. Certain
Information Concerning Purchaser, Parent and Certain Affiliates of Parent" of
the Offer to Purchase and the Company's Annual Report on Form 10-K for the
year ended August 31, 1997, and the Company's Quarterly Reports on Form 10-Q
for the quarters ended November 30, 1997, February 28, 1998, and May 31,
1998, is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "The Tender Offer -- 10. Purpose
of the Offer; Merger Agreement" of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in "The Tender Offer -- 16. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Offer to Purchase and the related Letter
of Transmittal, copies of which are attached hereto as Exhibits 99(d)(1) and
99(d)(2), respectively, and which are incorporated herein in their entirety
by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) and (f) . . . Not Applicable.
(b)-(e) . . . . . A list of exhibits filed with this Schedule 13E-3
is set forth on the Exhibit Index immediately
following the signature page of this Schedule 13E-3
and is incorporated herein by reference.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: September 4, 1998. THE DOW CHEMICAL COMPANY
By /s/ G. MICHAEL LYNCH
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Name: G. Michael Lynch
Title: Vice President and Controller
ROFAN SERVICES INC.
By /s/ J. PEDRO REINHARD
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Name: J. Pedro Reinhard
Title: President
CENTEN AG INC.
By /s/ BRIAN G. TAYLORSON
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Name: Brian G. Taylorson
Title: President
DOW AGROSCIENCES LLC
By /s/ LOUIS W. PRIBILA
--------------------------------------
Name: Louis W. Pribila
Title: Vice President, Secretary and
General Counsel
AGROSCIENCES ACQUISITION INC.
By /s/ BRIAN G. TAYLORSON
--------------------------------------
Name: Brian G. Taylorson
Title: President
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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99(b)(1) Salomon Smith Barney Report to Dow AgroSciences LLC
dated August 3, 1998.
99(b)(2) Wasserstein Perella & Co., Inc. Report to the Special
Committee of Mycogen Corporation dated August 3, 1998.
99(b)(3) Wasserstein Perella & Co., Inc. Report to the Special
Committee of Mycogen Corporation dated August 31, 1998.
99(b)(4) Opinion of Wasserstein Perella & Co., Inc. to the Special
Committee of Mycogen Corporation dated August 31, 1998
(Incorporated herein by reference from Schedule III to the
Offer to Purchase).
99(c)(1) Agreement and Plan of Merger among Mycogen Corporation,
Dow AgroSciences LLC and AgroSciences Acquisition Inc.
dated as of August 31, 1998. (Incorporated herein by
reference from Exhibit 99.1 to Amendment No. 15 to
Schedule 13D filed September 1, 1998).
99(c)(2) Confidentiality Agreement among Mycogen Corporation, The
Dow Chemical Company and Dow AgroSciences LLC dated July
16, 1998.
99(c)(3) Exchange and Purchase Agreement among Mycogen
Corporation, Agrigenetics, Inc., DowElanco and United
AgriSeeds, Inc. dated as of January 15, 1996
(Incorporated herein by reference from Exhibit 99(a)(1)
to Schedule 13D filed January 25, 1996).
99(c)(4) Amendment to Exchange and Purchase Agreement between
Mycogen Corporation and Dow AgroSciences LLC dated as of
July 22, 1998 (Incorporated herein by reference from
Exhibit 99(1) to Amendment No. 14 to Schedule 13D filed
July 23, 1998).
99(c)(5) Technology Agreement among Mycogen Corporation,
Agrigenetics, Inc. and DowElanco dated as of February
19, 1996 (Incorporated herein by reference from Exhibit B
to Exhibit 99(a)(1) to Schedule 13D filed January 25,
1996).
99(c)(6) Brassica License and Research Agreement between Dow
Elanco Canada and Mycogen Corporation dated October 30,
1997.
99(c)(7) Restated Loan Agreement between Dow AgroSciences LLC and
Mycoyen S.A. dated May 15, 1998.
99(c)(8) Loan Agreement between Dow Elanco and Mycogen Corporation
dated as of April 1, 1997 (the "Dow Loan Agreement").
99(c)(9) Amendment No. 1 to Dow Loan Agreement dated as of
September 29, 1997.
99(c)(10) Amendment No. 2 to Dow Loan Agreement dated as of
November 14, 1997.
99(c)(11) Amendment No. 3 to Dow Loan Agreement dated as of
November 18, 1997.
99(c)(12) Amendment No. 4 to Dow Loan Agreement dated as of April
6, 1998.
99(c)(13) Amendment No. 5 to Dow Loan Agreement dated as of October
1, 1997.
99(c)(14) Loan Agreement between Mycogen Corporation and DowElanco
dated as of April 1, 1997 (the "Mycogen Loan Agreement").
99(c)(15) Amendment No. 1 to Mycogen Loan Agreement dated as of
April 6, 1998.
99(c)(16) Amendment No. 2 to Mycogen Loan Agreement dated as of
October 1, 1997.
99(c)(17) Memorandum of Understanding dated September 3, 1998.
99(d)(1) Offer to Purchase dated September 4,
1998.
99(d)(2) Form of Letter of Transmittal.
99(d)(3) Form of Notice of Guaranteed Delivery.
99(d)(4) Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
other Nominees dated September 4, 1998.
99(d)(5) Form of Letter to Clients for use by
Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
99(d)(6) Form of Option Election.
99(d)(7) Form of Stock Purchase Election.
99(d)(8) Form of Restricted Stock Election.
99(d)(9) Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9.
99(d)(10) Form of Summary Advertisement.
99(e)(1) Chapter 13 of the California General Corporation Law
(Incorporated herein by reference from Schedule II to
the Offer to Purchase).
99(g)(1) Complaint filed in Susser v. Mycogen Corporation et al.
(Superior Court of the State of California, County of San
Diego, filed May 1, 1998).
99(g)(2) Complaint filed in Harbor Finance Partners v. Mycogen
Corporation et al. (Superior Court of the State of
California, County of San Diego, filed May 1, 1998).
99(g)(3) Complaint filed in Ellis Investments, Ltd. v.
Eibl et al. (Superior Court of the State of California,
County of San Diego, filed May 1, 1998).
99(g)(4) Complaint filed in Kolb v. Mycogen Corporation et al.
(Superior Court of the State of California, County of San
Deigo, filed May 5, 1998).
99(g)(5) Complaint filed in Anderson v. Mycogen Corporation et al.
(Superior Court of the State of California, County of
San Diego, filed May 5, 1998).
99(g)(6) Complaint filed in Boettcher v. Mycogen Corporation et al.
(Superior Court of the State of California, County of San
Diego, filed May 8, 1998).
99(g)(7) Complaint filed in Verrone v. Mycogen Corporation et al.
(Superior Court of the State of California, County of San
Diego, filed May 15, 1998).
99(g)(8) Order of Consolidation entered in Susser v. Mycogen
Corporation et al. (Superior Court of State of
California, County of San Diego, entered June 22, 1998).