-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, koQIMNmhUeSu/YQI0JyzszTELgYguZyum3U52gmUFeOC3K0zERBgwxWfKsJ0h/ym m3C3z8Zo/r6EyfCxUY7uGw== 0000029915-95-000001.txt : 19950607 0000029915-95-000001.hdr.sgml : 19950607 ACCESSION NUMBER: 0000029915-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950118 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36877 FILM NUMBER: 95501874 BUSINESS ADDRESS: STREET 1: 2030 WILLARD H DOW CTR CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2030 WILLARD H DOW CTR CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 29 MAGMA POWER COMPANY (Name of Issuer) COMMON STOCK, par value $0.10 per share (Title of Class of Securities) 559194-10-5 (CUSIP Number) John Scriven Vice President and General Counsel The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 (517) 636-5914 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP No. 559194-10-5 1) Name of Reporting Persons. The Dow Chemical Company S.S or I.R.S. Identification I.R.S. Identification No. Nos. of Above Persons 38-1285128. 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds WC,00 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant [ ] to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting Power 1,359,830 Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 1,359,830 FN 1 Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 1,359,830 owned by Each Reporting Person 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by Amount in Row (11) 5.7% 14) Type of Reporting Person CO [FN] FOOTNOTE TO PRECEDING COVER PAGE: 1. 327,405 of the reported shares are held in escrow (the "Escrowed Shares") for delivery upon the exchange of the 5-3/4% Subordinated Exchangeable Notes due April 1, 2001 issued by The Dow Chemical Company ("Dow"). Pursuant to the terms and conditions of an Escrow Agreement dated as of April 1, 1991 between Dow and Morgan Guaranty Trust Company of New York, as Escrow Agent, Dow retained the right to vote the Escrowed Shares and to direct the disposition thereof under certain limited circumstances. This Amendment No. 29 to the Statement on Schedule 13D relates to the shares of common stock, par value $0.10 per share (the "Common Stock"), of Magma Power Company ("Magma") owned by The Dow Chemical Company ("Dow"). It is being filed to reflect the election by certain Dow bondholders to exchange their investment into shares of the Common Stock of Magma. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Statement on Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: 48. During the period of November 23, 1994 through January 12, 1995, the holders of $137,725,000 principal amount of the 5 3/4% Subordinated Exchangeable Notes due April 1, 2001 issued by Dow (the "Notes") elected to exchange their Notes for 3,672,600 shares of the Common Stock of Magma. This series of transactions leaves 327,405 shares of the Common Stock of Magma in escrow for delivery upon the exchange of the remaining $12,275,000 principal amount of the Notes. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE DOW CHEMICAL COMPANY Date: January 16, 1995 By: /s/ Enrique C. Falla Enrique C. Falla Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----