SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 21
MARION MERRELL DOW INC.
(Name of Issuer)
COMMON STOCK, par value $0.10 per share
(Title of Class of Securities)
569713-10-0
(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)
June 28, 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 [ ].
Page 1 of 13
CUSIP No. 569713-10-0
1) Name of Reporting Persons and its RH Acquisition Corp.,
I.R.S. Identification No. a wholly owned subsidiary of
The Dow Chemical Company
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ x ]
3) SEC Use Only
4) Source of Funds AF
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 0
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 0
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 0
owned by Each Reporting Person
as of June 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 0%
Amount in Row (11) as of
June 28, 1995
14) Type of Reporting Person CO
Page 2 of 13
CUSIP No. 569713-10-0
1) Name of Reporting Persons and its Dow Holdings Inc.,
I.R.S. Identification No. a wholly owned subsidiary of
The Dow Chemical Company
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ x ]
3) SEC Use Only
4) Source of Funds AF
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 0
Shares
Beneficially 8) Shared Voting Power
0
Owned by
Each 9) Sole Dispositive Power
0
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 0
owned by Each Reporting Person
as of June 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 0%
Amount in Row (11) as of
June 28, 1995
14) Type of Reporting Person CO
Page 3 of 13
CUSIP No. 569713-10-0
1) Name of Reporting Persons 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, BK, OO
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 0
Shares
Beneficially 8) Shared Voting Power
0
Owned by
Each 9) Sole Dispositive Power
0
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 0
owned by Each Reporting Person
as of June 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 0%
Amount in Row (11) as of
June 28, 1995
14) Type of Reporting Person CO
Page 4 of 13
This Amendment No. 21 amends the Statement of Schedule 13D
filed by The Dow Chemical Company ("Dow"), RH Acquisition
Corp. ("Acquisition") and Dow Holdings Inc. ("Dow Holdings")
with the Securities and Exchange Commission dated May 3,
1995, as previously amended (the "Schedule 13D"). This
amendment is being filed to reflect a press release issued
on June 28, 1995 and as further discussed in Items 4, 5 and
6, below.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following:
Dow issued a press release on June 28, 1995, the text of
which is as follows:
June 28, 1995
DOW SELLS ITS SHARES OF MARION MERRELL DOW TO HOECHST
The Dow Chemical Company has completed the sale of its
approximately 197 million shares of Marion Merrell Dow
to Hoechst for about $5.1 billion. The transaction
will result in a gain for Dow in the range of 35 to 50
cents per share to be reported in second quarter of
1995 earnings. Dow's second quarter sales and
operating income will not include Marion Merrell Dow's
results.
"Our decision to divest of Marion Merrell Dow allows us
to concentrate on the businesses we know best," said
Frank Popoff, Dow chairman and chief executive officer.
"The company is reviewing alternative uses for the cash
generated from this sale and will select the options
that best enhance shareholder value."
Dow expects to complete the sale of its pharmaceutical
activities in Latin America to Roussel Uclaf within
days. The purchase price will be about $145 million
and result in a gain for Dow in a range of 15 to 20
cents per share.
Messrs. Falla, Popoff and Stavropoulos resigned from the
Board of Directors of Marion Merrell Dow Inc. effective June
28, 1995.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and
supplemented by adding the following:
(a) As of June 28, 1995, Dow, Acquisition and Dow
Holdings (separately and collectively) own none of the
shares of the common stock of Marion Merrell Dow Inc.
(b) Not applicable.
Page 5 of 13
(c) On June 28, 1995, Dow, Acquisition and Dow
Holdings collectively sold 196,865,790 shares of the common
stock of Marion Merrell Dow Inc. to Hoechst in a private
transaction for $25.75 per share.
(d) Not applicable.
(e) As of June 28, 1995, Dow, Acquisition and Dow
Holdings (separately and collectively) ceased to be the
holders of more than 5% of the common stock of Marion
Merrell Dow Inc.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and
supplemented by adding the following:
On June 28, 1995, Dow, Acquisition and Dow Holdings granted
irrevocable proxies to Hoechst to vote all of the shares of
the common stock of Marion Merrell Dow Inc. sold to Hoechst
by those entities with respect to matters requiring a
shareholder vote having a record date prior to the sale
date.
Item 7. Material to be Filed as Exhibits
(A) The documents related to the sale of all of the
shares of common stock of Marion Merrell Dow Inc. formerly
owned by Dow, Acquisition and Dow Holdings to Hoechst are
described in and attached to Amendment No. 20 to the
Schedule 13D, dated May 3, 1995, and are incorporated herein
by this reference.
(B) Letter of Resignation - Falla.
(C) Letter of Resignation - Popoff.
(D) Letter of Resignation - Stavropoulos.
(E) Proxy - The Dow Chemical Company.
(F) Proxy - RH Acquisition Corp.
(G) Proxy - Dow Holdings Inc.
Page 6 of 13
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 30, 1995 THE DOW CHEMICAL
COMPANY
By: /s/ Roger L. Kesseler
Name: Roger L. Kesseler
Title: Vice President,
Controller
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 30, 1995 RH ACQUISITION CORP.
By: /s/ Eric P. Blackhurst
Name: Eric P. Blackhurst
Title: Vice President and
Secretary
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 30, 1995 DOW HOLDINGS INC.
By: /s/ Eric P. Blackhurst
Name: Eric P. Blackhurst
Title: Secretary
Page 7 of 13
EXHIBIT B
Enrique C. Falla
3304 N. Bent Oak Drive
Midland, Michigan 48640
June 28, 1995
Marion Merrell Dow Inc.
9300 Ward Parkway
Kansas City, MO 64114
Attention: William Hoskins, Secretary
RE: RESIGNATION FROM THE BOARD OF DIRECTORS
Effective immediately, I resign from the Board of Directors
of Marion Merrell Dow Inc. (MMD).
I have enjoyed my service on the Board. I wish the Company
good fortune in the future, and look forward to reading
about exciting new changes as MMD and the Hoechst Group
merge.
Regards,
/s/ Enrique C. Falla
Enrique C. Falla
jh
Page 8 of 13
EXHIBIT C
Frank Popoff
3113 Valley Drive, Midland, Michigan 48640
June 28, 1995
Marion Merrell Dow Inc.
9300 Ward Parkway
Kansas City, MO 64114
Attention: William Hoskins, Secretary
RESIGNATION FROM THE BOARD OF DIRECTORS
Effective immediately, I resign from the Board of Directors
of Marion Merrell Dow Inc. (MMD).
The union of Marion Laboratories and Merrell Dow has served
both organizations in terms of preparing for their future.
The creation of Hoechst Marion Roussel is another step in
their progression.
I've enjoyed my service on the MMD Board, the association
with my fellow directors, and the opportunity to participate
in the organization's evolution. I wish continued success
and good fortune to all the associates and will follow
closely the progress made by the enterprise.
With sincere best wishes,
/s/ Frank Popoff
Frank Popoff
srw
Page 9 of 13
EXHIBIT D
The Dow Chemical Company
William S. Stavropoulos 2030 Dow Center
President and Chief Midland, Michigan 48674
Operating Officer
517 636-1752
Fax 517 636-5832
June 28, 1995
Mr. William Hoskins, Secretary
Marion Merrell Dow Inc.
9300 Ward Parkway
Kansas City, MO 64114
Dear Bill:
RESIGNATION FROM THE BOARD OF DIRECTORS
Effective immediately, I resign from the Board of Directors
of Marion Merrell Dow Inc. (MMD).
I have enjoyed my service on the Board. I wish the company
good fortune in the future, and look forward to reading
about exciting new changes as MMD and the Hoechst group
merge.
Sincerely,
/s/ William S. Stavropoulos
William S. Stavropoulos
mp
Page 10 of 13
EXHIBIT E
PROXY
In connection with the Stock Purchase Agreement, dated as of
May 3, 1995 (the "Stock Purchase Agreement"), among Hoechst
Corporation, a Delaware corporation, H Pharma Acquisition
Corp., a Delaware corporation ("Acquisition"), The Dow
Chemical Company, a Delaware corporation ("TDCC"), RH
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of TDCC, and Dow Holdings Inc., a Delaware
corporation and a wholly owned subsidiary of TDCC, the
undersigned hereby grants Acquisition an irrevocable proxy
and irrevocably appoints Acquisition or its designee, with
full power of substitution, its attorney and proxy to vote
all of the 65,931,690 shares (the "Proxy Shares") of common
stock, par value $0.10 per share, of Marion Merrell Dow
Inc., a Delaware corporation (the "Company"), being sold,
transferred and delivered to Acquisition by TDCC pursuant to
the Stock Purchase Agreement on the date hereof, at any
meeting of the stockholders of the Company, however called,
or in connection with any action by written consent by the
stockholders of the Company. The undersigned acknowledges
and agrees that (i) this proxy is coupled with an interest
and is irrevocable and shall not be terminated by operation
of law or otherwise upon the occurrence of any event and
(ii) the undersigned shall not hereafter grant or give any
proxies with respect to the Proxy Shares to any other person
(and if so granted or given), such other proxy shall be null
and void and of no effect).
Dated: June 28, 1995
THE DOW CHEMICAL COMPANY
By: /s/ Enrique C. Falla
Enrique C. Falla
Executive Vice President and
Chief Financial Officer
Page 11 of 13
EXHIBIT F
PROXY
In connection with the Stock Purchase Agreement, dated as of
May 3, 1995 (the "Stock Purchase Agreement"), among Hoechst
Corporation, a Delaware corporation, H Pharma Acquisition
Corp., a Delaware corporation ("Acquisition"), The Dow
Chemical Company ("TDCC"), a Delaware corporation, RH
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of TDCC ("RHAC"), and Dow Holdings Inc., a
Delaware corporation and a wholly owned subsidiary of TDCC,
the undersigned hereby grants Acquisition an irrevocable
proxy and irrevocably appoints Acquisition or its designee,
with full power of substitution, its attorney and proxy to
vote all of the 55,934,100 shares (the "Proxy Shares") of
common stock, par value $0.10 per share, of Marion Merrell
Dow Inc., a Delaware corporation (the "Company"), being
sold, transferred and delivered to Acquisition by RHAC
pursuant to the Stock Purchase Agreement on the date hereof,
at any meeting of the stockholders of the Company, however
called, or in connection with any action by written consent
by the stockholders of the Company. The undersigned
acknowledges and agrees that (i) this proxy is coupled with
an interest and is irrevocable and shall not be terminated
by operation of law or otherwise upon the occurrence of any
event and (ii) the undersigned shall not hereafter grant or
give any proxies with respect to the Proxy Shares to any
other person (and if so granted or given), such other proxy
shall be null and void and of no effect).
Dated: June 28, 1995
RH ACQUISITION CORP.
By: /s/ Eric P. Blackhurst
Eric P. Blackhurst
Vice President
Page 12 of 13
EXHIBIT G
PROXY
In connection with the Stock Purchase Agreement, dated as of
May 3, 1995 (the "Stock Purchase Agreement"), among Hoechst
Corporation, a Delaware corporation, H Pharma Acquisition
Corp., a Delaware corporation ("Acquisition"), The Dow
Chemical Company ("TDCC"), a Delaware corporation, RH
Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of TDCC, and Dow Holdings Inc., a Delaware
corporation and a wholly owned subsidiary of TDCC ("DHI"),
the undersigned hereby grants Acquisition an irrevocable
proxy and irrevocably appoints Acquisition or its designee,
with full power of substitution, its attorney and proxy to
vote all of the 75,000,000 shares (the "Proxy Shares") of
common stock, par value $0.10 per share, of Marion Merrell
Dow Inc., a Delaware corporation (the "Company"), being
sold, transferred and delivered to Acquisition by DHI
pursuant to the Stock Purchase Agreement on the date hereof,
at any meeting of the stockholders of the Company, however
called, or in connection with any action by written consent
by the stockholders of the Company. The undersigned
acknowledges and agrees that (i) this proxy is coupled with
an interest and is irrevocable and shall not be terminated
by operation of law or otherwise upon the occurrence of any
event and (ii) the undersigned shall not hereafter grant or
give any proxies with respect to the Proxy Shares to any
other person (and if so granted or given), such other proxy
shall be null and void and of no effect).
Dated: June 28, 1995
DOW HOLDINGS INC.
By: /s/ Enrique C. Falla
Enrique C. Falla
President
Page 13 of 13
