SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
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 and General Counsel
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)
June 5, 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) [X ]
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; 80.43%
Shares
Beneficially 8) Shared Voting Power
*
Owned by
Each 9) Sole Dispositive Power
45,000,000; 80.43%
Reporting
Person With 10) Shared Dispositive Power *
11) Aggregate Amount Beneficially 45,000,000
owned by Each Reporting Person
as of December 12, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
*See Items 4(d) and 5(a) for agreements among shareholders.
13) Percent of Class Represented by [77.465%]
Amount in Row (11) as of
December 12, 1995
14) Type of Reporting Person CO
** Footnote 1
This 13D relates to The Dow Chemical Company's ("Dow")
ownership of 45,000,000 shares of the common stock of Destec
Energy, Inc., a Delaware corporation (the "Issuer")acquired
upon the incorporation of the Issuer in exchange for the
contribution of various assets, and thereafter through a
45,000-for-1 stock split.
On March 13, 1991, a Schedule 13D was filed with respect to
an initial public offering by Destec Energy, Inc., a
Delaware corporation (the "Issuer"), of 17,250,000 shares of
Common Stock, $.01 par value per share, of the Issuer and
the ownership of 45,000,000 shares of the Issuer's Common
Stock by Dow immediately prior to and after completion of
such public offering.
This Amendment No. 1 to this Schedule 13D is being filed to
reflect that on June 5, 1996 the Issuer purchased one
million two hundred thousand [1,200,000] shares of its
common stock in a stock transaction for $13.375 per share
(including commissions). The Issuer has agreed to
compensate the seller to the extent that the seller's
average acquisition price of its shares during a specific
period, during which time the seller can at its option cover
all or a portion of its short position, exceeds the $13.375
per share paid by the Issuer. As a result of the Issuer's
June 5 purchase, which reduced the number of outstanding
shares of the Issuers common stock, Dow presently owns
80.43% of the Issuer's outstanding common stock.
Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is Common Stock, $.01 par value per share.
The issuer and the address of its principal executive
offices are:
Destec Energy, Inc.
2500 CityWest Blvd.
Suite 1700
Houston, TX 77042
Item 2. Identity and Background
Dow was incorporated in 1947 under Delaware law and is the
successor to a Michigan corporation of the same name
organized in 1897. Dow is engaged in the manufacture and
sale of chemicals, plastic materials, agricultural and
consumer products, and other specialized products. Its
principal executive offices are located at 2030 Dow Center,
Midland, Michigan 48674, telephone (517) 636-1000. Except
as otherwise indicated by the context, the term "Dow" as
used herein means The Dow Chemical Company and its
consolidated subsidiaries.
A list of certain of Dow's Executive Officers, all having
business addressees which are the same as Dow's principal
executive offices, is set forth below:
Chairman of the Board Frank P. Popoff
President and CEO William S. Stavropoulos
Financial Vice President,
and Chief Financial Officer J. Pedro Reinhard
Executive Vice Presiden Enrique C. Falla
Group Vice President Anthony J. Carbone
Group Vice President Michael D. Parker
A list of the Dow's Directors, their addresses and their
principal occupation or employment is noted below:
Jacqueline K. Barton Barbara H. Franklin
California Institute of Technology Barbara Franklin Enterprises
Division of Chem. & Chem. Engr. 2600 Virginia Avenue NW
Mail Code 127-72 Washington, DC 20037
Pasadena, CA 91125
David T. Buzzelli Allan D. Gilmour
The Dow Chemical Company 36 Blair Lane
2030 Dow Center Dearborn, MI 48120
Midland, MI 48674
Anthony J. Carbone William J. Neely
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Fred P. Corson Michael D. Parker
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
John C. Danforth Frank P. Popoff
Bryan Cave LLP The Dow Chemical Company
One Metropolitan Square, Suite 3600 2030 Dow Center
211 N. Broadway Midland, MI 48674
St. Louis, MO 63102-2750
Willie D. Davis J. Pedro Reinhard
All Pro Broadcasting, Inc. The Dow Chemical Company
161 N. LaBrea Avenue 2030 Dow Center
Inglewood, CA 90301 Midland, MI 48674
Michael L. Dow Harold T. Shapiro
Michael L. Dow, Associates Princeton University
General Aviation Building 1 Nassau Hall
Capital City Airport Princeton, NJ 08544
Lansing, MI 48906
Joseph L. Downey William S. Stavropoulos
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Enrique C. Falla Paul G. Stern
The Dow Chemical Company Thayer Capital Partners
2030 Dow Center 901 Fifteenth Street, N.W.
Midland, MI 48674 Washington, DC 20005
Of the foregoing Executive Officers and Directors, all are
United States citizens except J. Pedro Reinhard and Michael
D. Parker who are citizens of Brazil and Great Britain,
respectively.
During the past five years, none of Dow's foregoing
Executive Officers or Directors has been convicted in
criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
which has resulted in any such Executive Officers or
Directors being made subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Dow acquired all of the Issuer's 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.
Item 4. Purpose of Transaction
On June 5, 1996, the Issuer purchased one million two
hundred thousand [1,200,000] shares of its common stock in a
block transaction for $ 13.375 per share (including
commissions). The Issuer has agreed to compensate the
seller to the extent that seller's average acquisition price
of its shares during a specific period, during which time
the seller can at its option cover all or a portion of its
short position, exceeds the $ 13.375 per share paid by the
Issuer.
As a result of the Issuer's June 5 purchase, which reduced
the number of outstanding shares of the Issuer's common
stock, Dow presently owns 80.43 % of the Issuer's
outstanding common stock. Because Dow now owns more than
80% of the Issuer's outstanding common stock, the Issuer and
Dow will now have to file a consolidated federal income tax
return. This will result in a material reduction in
Issuer's overall tax rate. This benefit is available to
Issuer while Dow owns more than 80% of the Issuer's
outstanding common stock. Issuer and Dow have entered into
a new tax sharing agreement which provides Dow the option to
maintain its ownership above the 80% level.
Under Dow's new management, all of Dow's businesses are
being measured on a return on capital basis and as such Dow
continually reviews all of its businesses, including its investment
in the Issuer, to assess whether they meet Dow's long term financial
objectives. There have been expressions of interest in acquiring Dow's
investment in the Issuer but none have been entertained.
(a)-(j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a)-(b) Dow owns 45,000,000 shares of common stock, $.01
par value per share of the Issuer, which constitutes
approximately [80.43%] of the issued and outstanding
common stock of the Issuer. Dow has sole power to vote
and dispose of all 45,000,000 shares owned by it.
On March 13, 1991, the Issuer's Form S-1 Registration
Statement under the Securities Act of 1933 and the
Issuer's Form 8-A under the Securities Exchange Act of
1934 were declared effective and the Issuer sold
17,250,000 shares to the public at an initial public
offering price of $20 per share. Dow did not sell any
shares in the offering.
(c)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 7. Material to be File as Exhibits
Attached hereto as an Exhibit is:
Exhibit A - Press Release of Issuer dated May 2, 1996.
Exhibit B - Press Release of Issuer dated June 6, 1996.
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: June 6, 1996 THE DOW CHEMICAL COMPANY
By: /s/ J. PEDRO REINHARD
Name: J. Pedro Reinhard
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
1. Press release of Issuer dated the May 2, 1996.
2. Press release of Issuer dated the June 6, 1996.
Exhibit No. 1
MEDIA CONTACT: Marvin L. Brown, Jr.
713/735-4215
INVESTOR CONTACT: Stephen A. Wiley
713/735-4022
May 2, 1996
DESTEC ANNOUNCES STOCK REPURCHASE PLAN
Destec Energy, Inc. (NYSE; ENG), a leading independent power
producer based in Houston, Texas, announced today that its
Board of Directors has authorized the repurchase of up to an
additional 1.75 million shares of its common stock over the
next three years.
"Based on Destec's fundamentals and potential for growth,
the board believes that the company's common stock is
undervalued and represents a good investment opportunity for
the company," said Charles F. Goff, Chairman and Chief
Executive Officer.
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 20 operating projects with a total
rated equivalent capacity of approximately 3,050 megawatts
of electricity and over three million pounds per hour of
steam. Destec currently has six projects representing
approximately 1,500 megawatts of capacity, in construction
or advanced development.
Exhibit No. 2
MEDIA CONTACT: Marvin L. Brown, Jr.
713/735-4215
INVESTOR CONTACT: Stephen A. Wiley
713/735-4022
June 6, 1996
DOW OWNERSHIP OF DESTEC RESEARCH 80% THRESHOLD;
DESTEC AND DOW TO CONSOLIDATE TAXES
Destec Energy, Inc. (NYSE: ENG), a leading independent power
producer based in Houston, Texas, announced today that its
results of operations will be included in the consolidated
federal income tax return of The Dow Chemical Company as a
result of Dow's ownership position in Destec increasing to
over 80 percent.
Dow's ownership of Destec exceeded the 80 percent threshold
as a result of Destec's stock repurchase plan announced May
2, 1996. Accordingly, Destec and Dow entered into a new tax
sharing agreement prior to reaching the threshold. The tax
sharing agreement provides Dow the option to maintain its
ownership above the 80 percent level.
"These events will benefit Destec and its shareholders by
allowing it to enjoy a material reduction in its overall tax
rate," said Enrique M. Larroucau, Destec Senior Vice
President, Chief Financial Officer and Treasurer.
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 20 operating projects with a total
rated equivalent capacity of approximately 3,050 megawatts
of electricity and over three million pounds per hour of
steam. Destec currently has six projects, representing
approximately 1,500 megawatts of capacity, in construction
or advanced development.
