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OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: August 31, 1999
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
WASHINGTON, D.C. 20549 hours per response.....14.90
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
GalaGen Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
362913 10 5
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 5
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CUSIP NO. 362913 10 5 13G
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Land O'Lakes, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Not Applicable
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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5 SOLE VOTING POWER
1,216,410
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------- --------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,216,410
WITH: --------- --------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,216,410
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.9%**
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12 TYPE OF REPORTING PERSON*
OO***
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** Calculated based on 8,701,126 shares outstanding as of December
31, 1998 and Land O'Lakes, Inc.'s right to acquire beneficial ownership
of 57,806 shares within 60 days.
*** Cooperative corporation.
*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1.
(a) Name of Issuer
GalaGen Inc.
(b) Address of Issuer's Principal Executive Offices
1275 Red Fox Road
Arden Hills, Minnesota 55112
ITEM 2.
(a) Name of Person Filing
Land O'Lakes, Inc.
(b) Address of Principal Business Office or, if none, Residence
4001 Lexington Avenue North
Arden Hills, Minnesota 55126
(c) Citizenship
Not Applicable
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
362913 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under section 15 of the Act.
(b) / / Bank as defined in section 3(a)(6) of the Act.
(c) / / Insurance company as defined in section 3(a)(19) of the Act.
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) / / An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940.
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Not Applicable
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
1,216,410
(b) Percent of Class
13.9%**
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,216,410
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
1,216,410
(iv) Shared power to dispose or to direct the disposition of
0
See Item 6 for further information regarding the nature of
the reporting persons beneficially ownership of certain of
the above-referenced shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The shares listed in Item 4 under sole power include options to
purchase 1,624 shares of Common Stock and warrants to purchase 56,182
shares of Common Stock. The options and warrants are currently fully
exercisable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
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** Calculated based on 8,701,126 shares outstanding as of December 31, 1998 and
Land O'Lakes, Inc.'s right to acquire beneficial ownership of 57,806 shares
within 60 days.
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ITEM 10. CERTIFICATION
Not Applicable
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.
February 8, 1999
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Date
/s/ Ronald O. Ostby
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Signature
Ronald O. Ostby, Group Vice President and
Chief Financial Officer of Land O'Lakes, Inc.
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Section 240.13d-7
for other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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