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 issuer)
I.R.S. Employer Identification No. 38-1285128
____________________
THE DOW CHEMICAL COMPANY
ELECTIVE DEFERRAL PLAN
(Full title of the plan)
____________________
JOHN SCRIVEN
Vice President, General Counsel and Secretary
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
Title Proposed maximum
of securities Amount to maximum aggregate Amount of
to be registered be offering offering registrat
registered price price ion fee
per
unit
Deferred $100,000, N/A $100,000, $30,303.03
Compensation and 000.00 000.00
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, 1996 (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.); and
(b) Dow's Quarterly Reports on Forms 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
and Dow's Current Report on Form 8-K filed with the
Commission on July 1, 1997.
All documents subsequently filed by Dow pursuant to
Sections 13(a), 13(c), 14 and 15 of the Securities Exchange
Act of 1934, prior to the filing of a post-effective
amendment which indicates that all the 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
Participants 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 previous 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 OFFICERS
Under Article VI of the 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 as such 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, 1996,
incorporated herein by this
reference.
23 Independent Auditor's
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Directors, officers and controlling persons of the
undersigned 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 undersigned 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, and the State of Michigan on November 13, 1997.
THE DOW CHEMICAL COMPANY
(Registrant)
By: /s/J. PEDRO REINHARD
J. Pedro Reinhard
Executive Vice President
and
Chief Financial Officer
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.
A. A. ALLEMANG* Director and Vice
President
A. A. Allemang
J. K. BARTON* Director
J. K. Barton
D. T. BUZZELLI* Director
D. T. Buzzelli
A. J. CARBONE* Director and Executive
A. J. Carbone Vice President
F. P. CORSON* Director and Vice
President
F. P. Corson
J. C. DANFORTH* Director
J. C. Danforth
W. D. DAVIS* Director
W. D. Davis
M. L. DOW* Director
M. L. Dow
J. L. DOWNEY* Director
J. L. Downey
E. C. FALLA* Director
E. C. Falla
B. H. FRANKLIN* Director
B. H. Franklin
A. D. GILMOUR* Director
A. D. Gilmour
G. M. LYNCH* Vice President and
Controller
G. M. Lynch
M. D. PARKER* Director and Executive
M. D. Parker Vice President
F. P. POPOFF* Director and Chairman of
the
F. P. Popoff Board
J. P. REINHARD* Director, Executive Vice
J. P. Reinhard President and
Chief Financial Officer
H. T. SHAPIRO* Director
H. T. Shapiro
W. S. STAVROPOULOS* Director, President and
W. S. Stavropoulos Chief Executive Officer
P. G. STERN* Director
P. G. Stern
*By: /s/J. PEDRO REINHARD
J. Pedro Reinhard
Executive Vice President and
Chief Financial Officer
Dated: November 13, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
Number
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, 1996
incorporated herein by this
reference.
23 Independent Auditor's 9
Consent.
24 Power of Attorney. 10-11
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 12, 1997, appearing in the Annual Report on Form
10-K of The Dow Chemical Company for the year ended December 31,
1996, and to the references to us under Item 3, "Incorporation of
Documents by Reference," of this Registration Statement.
Deloitte & Touche LLP
Midland, Michigan
November 13, 1997
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints John Scriven or J. Pedro Reinhard, 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
A. A. ALLEMANG Director and Vice November 10,
President 1997
A. A. Allemang
J. K. BARTON Director November 5,
1997
J. K. Barton
D. T. BUZZELLI Director November 6,
1997
D. T. Buzzelli
A. J. CARBONE Director and Executive November 10,
1997
A. J. Carbone Vice President
F. P. CORSON Director and Vice November 7,
President 1997
F. P. Corson
J. C. DANFORTH Director November 6,
1997
J. C. Danforth
W. D. DAVIS Director November 6,
1997
W. D. Davis
M. L. DOW Director November 8,
1997
M. L. Dow
J. L. DOWNEY Director November 7,
1997
J. L. Downey
E. C. FALLA Director November 5,
1997
E. C. Falla
B. H. FRANKLIN Director November 7,
1997
B. H. Franklin
A. D. GILMOUR Director November 6,
1997
A. D. Gilmour
G. M. LYNCH Vice President and November 6,
Controller 1997
G. M. Lynch
M. D. PARKER Director and Executive November 6,
1997
M. D. Parker Vice President
F. P. POPOFF Director and Chairman of November 6,
the 1997
F. P. Popoff Board
J. P. REINHARD Director, Executive Vice November 10,
1997
J. P. Reinhard President and
Chief Financial Officer
H. T. SHAPIRO Director November 7,
1997
H. T. Shapiro
W. S. STAVROPOULOS Director, President and November 10,
1997
W. S. Stavropoulos Chief Executive Officer
P. G. STERN Director November 10,
1997
P. G. Stern
