SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
DESTEC ENERGY, INC.
(Name of Issuer)
COMMON STOCK, par value $0.01 per share
(Title of Class of Securities)
25063N-10-0
(CUSIP Number)
John Scriven
Vice President, General Counsel and Secretary
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1996
(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. 25063N-10-0
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No.
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 45,000,000
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 45,000,000
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 45,000,000
owned by Each Reporting Person
as of October 1, 1996
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 80.3%
Amount in Row (11) as of
October 1, 1996
14) Type of Reporting Person CO
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*Footnote 1
The Dow Chemical Company ("Dow") acquired all of the
Issuer's common stock upon the incorporation of the Issuer
in exchange for the contribution of various assets, and
thereafter acquired 44,999,000 additional shares of the
Issuer's Common Stock through a 45,000-for-1 stock split.
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This Amendment No. 2 to this Schedule 13D is being filed to
reflect a press release issued by Destec on October 1, 1996
and as further discussed in Item 4, below.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following to the end thereof:
Destec issued a press release on October 1, 1996, the
text of which is as follows:
October 1, 1996
Destec Retains Morgan Stanley & Co.
Destec Energy, Inc. (NYSE: ENG), a leading independent
power producer based in Houston, Texas, announced today
that its Board of Directors has unanimously determined
to retain the investment banking firm of Morgan Stanley
& Co. Incorporated to assist Destec in exploring
strategic alternatives to maximize shareholder value,
including a possible sale of the Company. However, no
decision has been made at this time to pursue any
particular transaction.
Destec is a major independent power company that owns
power generation and gasification facilities which
produce, sell and market electricity, steam and
synthetic fuel gas. Destec has interests in 22
operating projects with a total rated equivalent
capacity of approximately 4,886 megawatts of
electricity - 1,836 of that total outside the U.S. -
and over three million pounds per hour of steam.
Destec currently has four international projects,
representing approximately 1,100 megawatts of capacity,
in construction or advanced development.
<PAGE>
SIGNATURE
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: October 1, 1996 THE DOW CHEMICAL COMPANY
By: /S/J. Pedro Reinhard
Name: J. Pedro Reinhard
Title: Financial Vice President and
Chief Financial Officer
