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 [ ].
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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
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[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.
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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.
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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
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