SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 19
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)
February 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 [ ].
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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 55,934,100(FN1) 20.2%(FN2)
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 55,934,100(FN1) 20.2%2(FN2)
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 55,934,100(FN1) 20.2%(FN2)
owned by Each Reporting Person
as of February 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 20.2%(FN2)
Amount in Row (11) as of
February 28, 1995
14) Type of Reporting Person CO
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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 75,000,000(FN1) 27.1%(FN2)
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 75,000,000(FN1) 27.1%(FN2)
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 75,000,000(FN1) 27.1%(FN2)
owned by Each Reporting Person
as of February 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 27.1%(FN2)
Amount in Row (11) as of
February 28, 1995
14) Type of Reporting Person CO
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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, 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 196,865,790(FN1) 71.1%(FN2)
Shares
Beneficially 8) Shared Voting Power 0
Owned by
Each 9) Sole Dispositive Power 196,865,790(FN1) 71.1%(FN2)
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 196,865,790(FN1) 71.1%(FN2)
owned by Each Reporting Person
as of February 28, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 71.1%(FN2)
Amount in Row (11) as of
February 28, 1995
14) Type of Reporting Person CO
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(fn>
FOOTNOTES TO PRECEDING COVER PAGES:
1. The Dow Chemical Company ("Dow"), directly and through its wholly
owned subsidiaries RH Acquisition Corp. ("Acquisition") and Dow
Holdings Inc. ("Dow Holdings"), holds 196,865,790 shares of the
Issuer's common stock, par value $.10 per share.
2. Dow's, RH Acquisition's and Dow Holdings' combined percentage
ownership of the Issuer's common stock is 71.1%, based on the number
of shares of the Issuer's common stock outstanding on February 28,
1995, as advised by the Issuer.
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This Amendment No. 19 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 on
August 26, 1994, as previously amended (the "Schedule 13D"). This amendment
is being filed to reflect a press release issued on February 28, 1995 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:
Dow issued a press release on February 28, 1995, the text of which is as
follows:
February 28, 1995
HOECHST, MARION MERRELL DOW AND DOW CHEMICAL MAKE JOINT ANNOUNCEMENT
The Hoechst Group, Marion Merrell Dow and The Dow Chemical Company announced
today that they are engaged in discussions concerning the possible negotiated
acquisition of all of the outstanding shares of Marion Merrell Dow by the
Hoechst Group at a price of $25.75 per share in cash. Dow presently owns
approximately 197 million shares, or approximately 71 percent, of Marion
Merrell Dow's outstanding common stock.
Dow and the Hoechst Group are also discussing the possible acquisition of
Dow's Latin American pharmaceuticals business for approximately $200 million.
The companies stated that while discussions are ongoing, the boards of
directors and supervisory boards of the respective companies have not yet met
to consider the possible transactions, no agreements have been reached and
there can be no assurance that any agreements will be reached or that any
transactions will be consummated.
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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: February 28, 1995 THE DOW CHEMICAL COMPANY
By: /s/ Enrique C. Falla
Name: Enrique C. Falla
Title: Executive Vice President
and Chief Financial Officer
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: February 28, 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: February 28, 1995 DOW HOLDINGS INC.
By: /s/ Enrique C. Falla
Name: Enrique C. Falla
Title: President
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