SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
THE DOW CHEMICAL COMPANY
(a Delaware corporation)
Executive Offices -- 2030 Dow Center
Midland, Michigan 48674
(Name, state of incorporation and address of principal
executive office of registrant)
I.R.S. Employer Identification No. 38-1285128
____________________
THE DOW CHEMICAL COMPANY
ELECTIVE DEFERRAL PLAN
(Full title of the plan)
_________________________
ENRIQUE C. FALLA
Executive Vice President and Chief Financial Officer
THE DOW CHEMICAL COMPANY
2030 Dow Center
Midland, Michigan 48674
(Name and address of agent for service)
Telephone: (517) 636-1000
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title maximum maximum
of securities Amount to offering aggregate Amount of
to be registered be registered price offering registration
registered per unit price fee
Deferred
Compensation and $100,000,000 N/A $100,000,000 $34,482.76
Matching
Contributions
by The Dow Chemical
Company
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Dow
Chemical Company ("Dow") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by this
reference:
(a) Dow's Annual Report on Form 10-K for the year ended
December 31, 1994 (The consolidated financial statements and
financial statement schedule included in such Annual Report
have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing therein, and
have been so incorporated in this Registration Statement in
reliance upon such report given upon the authority of said
firm as experts in accounting and auditing.);
(b) Dow's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995; and Dow's Current
Reports on Form 8-K filed with the Commission on January 20,
1995, January 25, 1995, May 3, 1995, May 15, 1995 and June 28,
1995.
All documents subsequently filed by Dow pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES.
The Dow Chemical Company Elective Deferral Plan (the
"Plan") provides designated Dow employees ("Participant(s)")
with an opportunity to defer a portion of their compensation
and accumulate tax-deferred earnings thereon. A brief
description of certain aspects of the Plan follows (The
official provisions of the Plan are contained in the Plan
Document, which controls in the event of a discrepancy.):
(a) The Plan allows a Participant to defer a portion of his
or her pre-tax salary and performance awards. The amount
deferred will be credited to that Participant's account, and
earnings based on one of two methods selected by the
Participant will accumulate thereon on a tax-deferred basis.
(b) Deferrals are eligible for partial matching
contributions by Dow.
(c) Benefits from the Plan may be received while the
Participant is employed at Dow or at retirement in a lump sum
or in monthly payments up to 15 years. Upon death, any such
benefits not previously paid out will be paid to a designated
beneficiary. Income taxes on deferred amounts, including
earnings thereon, will not be required to be paid until such
benefits are paid to the Participant or his or her
beneficiary.
(d) Each Participant is an unsecured general creditor of
Dow with respect to his or her own Plan benefits. Benefits
are payable solely from Dow's general assets, and are subject
to the risk of corporate insolvency. Each Participant's
deferred compensation will be mingled with the general funds
of Dow and may therefore be subject to a lien or security
interest of other creditors.
(e) The total amount of securities being registered
pursuant to this Registration Statement is $100,000,000.
(f) Dow reserves the right to amend or partially or
completely terminate the Plan, provided that such amendment or
termination does not result in any reduction of a
Participant's account balance, including pervious earnings or
losses, as of the date of such amendment or termination.
(g) Dow has appointed the Retirement Board to assist in
administering the Plan. The Retirement Board has the right to
interpret the Plan and determine all other matters that might
arise under the terms and conditions of the Plan. Its
decisions are final and binding on all Participants.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article VI of its Restated Certificate of
Incorporation, as amended, Dow may indemnify its Directors,
officers, employees and agents to such extent as is permitted
by the laws of the State of Delaware and as Dow's Bylaws may
from time to time provide. Section 145 of the General
Corporation Law of the State of Delaware empowers Dow to
indemnify, subject to the standards and limitations therein
prescribed, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that
such person is or was a Director, officer, employee or agent
of Dow or is or was serving in such capacity with respect to
another corporation or other enterprise at the request of Dow.
Under Section VI of the Bylaws of Dow, Dow is required to
indemnify its Directors, officers and employees to the full
extent permitted by Delaware law whenever such a person is a
defendant in any legal proceeding. Section VI also gives the
Company discretion to indemnify Directors, officers, employees
and agents in other legal proceedings to which they are made a
party. Any indemnification of a Director, officer, employee
or agent of the Company must be approved by the Board of
Directors. Dow maintains a Directors' and officers' liability
insurance policy that indemnifies Dow's Directors and officers
against certain losses in connection with claims made against
them for certain wrongful acts.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibit
4(a) Restated Certificate of Incorporation of
The Dow Chemical Company, filed as
Exhibit 3(a) to Dow's Annual Report on
Form 10-K for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical Company, filed
as Exhibit 3(ii) to Dow's Annual Report
on Form 10-K for the year ended December
31, 1994, incorporated herein by this
reference.
23 Independent Auditors' Consent.
24 Power of Attorney.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
Director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Midland, State of Michigan, on August 11, 1995.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/ DONNA J. ROBERTS
Donna J. Roberts, Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ J. K. BARTON* Director August 11, 1995
J. K. Barton
/s/ D. T. BUZZELLI* Director and Vice August 11, 1995
D. T. Buzzelli President
/s/ F. P. CORSON* Director and Vice August 11, 1995
F. P. Corson President
/s/ W. D. DAVIS* Director August 11, 1995
W. D. Davis
/s/ M. L. DOW* Director August 11, 1995
M. L. Dow
/s/ J. L. DOWNEY* Director August 11, 1995
J. L. Downey
/s/ E. C. FALLA* Director and Executive August 11, 1995
E. C. Falla Vice President (Chief
Financial Officer)
/s/ B. H. FRANKLIN* Director August 11, 1995
B. H. Franklin
/s/ R. L. KESSELER* Vice President and August 11, 1995
R. L. Kesseler Controller
/s/ W. J. NEELY* Director August 11, 1995
W. J. Neely
/s/ F. P. POPOFF* Director and Chairman August 11, 1995
F. P. Popoff of the Board (Chief
Executive Officer)
/s/ H. T. SHAPIRO* Director August 11, 1995
H. T. Shapiro
/s/ E. J. SOSA* Director and Senior August 11, 1995
E. J. Sosa Vice President
/s/ W. S. STAVROPOULOS* Director and President August 11, 1995
W. S. Stavropoulos (Chief Operating Officer)
/s/ P. G. STERN* Director August 11, 1995
P. G. Stern
/s/ *By: DONNA J. ROBERTS
Donna J. Roberts
Attorney-in-fact
Dated: August 11, 1995
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4(a) Restated Certificate of
Incorporation of The Dow Chemical
Company, filed as Exhibit 3(a) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1992, incorporated herein by this
reference.
4(b) Bylaws of The Dow Chemical
Company, filed as Exhibit 3(ii) to
Dow's Annual Report on Form 10-K
for the year ended December 31,
1994, incorporated herein by this
reference.
23 Independent Auditors' Consent .
24 Power of Attorney.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Dow Chemical Company on Form S-8 of our report
dated February 8, 1995 appearing in the Annual Report on Form 10-
K of The Dow Chemical Company for the year ended December 31,
1994, and to the reference to us under Item 3, "Incorporation of
Documents by Reference", of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche
Midland, Michigan
August 9, 1995
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints DONNA J. ROBERTS, JOHN SCRIVEN or ENRIQUE C. FALLA,
acting severally, as his or her attorney-in-fact and agent, to
sign any registration statement on Form S-8 and any or all
amendments (including post-effective amendments) to such
registration statement in connection with the Elective
Deferral Plan of The Dow Chemical Company, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting to said attorney-in-fact and agent full
power and authority to perform any act in connection with any
of the foregoing as fully to all intents and purposes as he or
she might do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause
to be done by virtue hereof. Each attorney-in-fact and agent
is hereby granted full power of substitution and revocation
with respect hereto.
SIGNATURE TITLE DATE
/s/ J. K. BARTON Director July 12, 1995
J. K. Barton
/s/ D. T. BUZZELLI Director and Vice July 10, 1995
D. T. Buzzelli President
/s/ F. P. CORSON Director and Vice July 7, 1995
F. P. Corson President
/s/ W. D. DAVIS Director July 13, 1995
W. D. Davis
/s/ M. L. DOW Director July 13, 1995
M. L. Dow
/s/ J. L. DOWNEY Director July 13, 1995
J. L. Downey
/s/ E. C. FALLA Director and Executive July 13, 1995
E. C. Falla Vice President
(Chief Financial Officer)
/s/ B. H. FRANKLIN Director July 13, 1995
B. H. Franklin
/s/ R. L. KESSELER Vice President and July 13, 1995
R. L. Kesseler Controller
/s/ W. J. NEELY Director July 12, 1995
W. J. Neely
/s/ F. P. POPOFF Director and Chairman July 11, 1995
F. P. Popoff of the Board (Chief
Executive Officer)
/s/ H. T. SHAPIRO Director July 13, 1995
H. T. Shapiro
/s/ E. J. SOSA Director and Senior July 13, 1995
E. J. Sosa Vice President
/s/ W. S. STAVROPOULOS Director and President July 11, 1995
W. S. Stavropoulos (Chief Operating Officer)
/s/ P. G. STERN Director July 13, 1995
P. G. Stern
