SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ASTROPOWER, INC.
(Name of Issuer)
COMMON STOCK, par value $0.01 per share
(Title of Class of Securities)
04644A 10 1
(CUSIP Number)
John Scriven
Vice President, General Counsel and Secretary
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 13, 1998
(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 the
statement. [ X ].
CUSIP No. 04644A 10 1
1) Name of Reporting Person 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) [ ]
3) SEC Use Only
4) Source of Funds WC
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 560,833
Shares
Beneficially 8) Shared Voting Power
0
Owned by
Each 9) Sole Dispositive Power
560,833
Reporting
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially 560,833
owned by Each Reporting Person
as of February 13, 1998
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13) Percent of Class Represented by 6.7%
Amount in Row (11) as of
February 13, 1998
14) Type of Reporting Person CO
Item 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.01 par
value per share (the "Common Stock"), of AstroPower, Inc., a
Delaware corporation ("AstroPower") whose principal
executive offices are located at Solar Park, Newark,
Delaware 19716-2000.
ITEM 2. IDENTITY AND BACKGROUND.
The Dow Chemical Company, a Delaware corporation
("TDCC"), is engaged in the manufacture and sale of
chemicals, plastic materials, pharmaceuticals and
agricultural products and other specialized products.
TDCC's principal business and executive offices are located
at 2030 Dow Center, Midland, MI 48574.
A list of certain of TDCC's executive officers, all
having business addresses which are the same as TDCC's
principal executive offices, is set forth below:
Chairman of the Board Frank P. Popoff
President and CEO William S. Stavropoulos
Executive Vice President and
Chief Financial Officer J. Pedro Reinhard
Executive Vice President Anthony J. Carbone
Executive Vice President Michael D. Parker
A list of TDCC's directors, their addresses and their
principal occupation or employment is noted below:
Arnold A. Allemang Enrique C. Falla
Vice President Senior Consultant
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Jacqueline K. Barton Barbara H. Franklin
Professor of Chemistry President and CEO
California Institute of Technology Barbara Franklin
Enterprises
Division of Chem. & Chem. Engr. 2600 Virginia Avenue NW
Suite 506
Mail Code 127-72 Washington D.C. 20037
Pasadena, CA 91125
David T. Buzzelli Allan D. Gilmour
Senior Consultant Retired Vice Chairman
The Dow Chemical Company Ford Motor Company
2030 Dow Center 36 Blair Lane
Midland, MI 48674 Dearborn, MI 48120
Anthony J. Carbone Michael D. Parker
Executive Vice President Executive Vice President
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Fred P. Corson Frank P. Popoff
Vice President Chairman of the Board
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
John C. Danforth J. Pedro Reinhard
Partner Executive Vice President and
Bryan Cave LLP Chief Financial Officer
One Metropolitan Square The Dow Chemical Company
211 North Broadway, Suite 3600 2030 Dow Center
St. Louis, MO 63102-2750 Midland, MI 48674
Willie D. Davis Harold T. Shapiro
President and CEO President
All Pro Broadcasting, Inc. Princeton University
161 N. LaBrea Avenue 1 Nassau Hall
Inglewood, Ca 90301 Princeton, NJ 08544
Michael L. Dow William S. Stavropoulos
Owner President and CEO
General Aviation, Inc. The Dow Chemical Company
07232 Boyne City Road 2030 Dow Center
Charlevoix, MI 49720 Midland, MI 48674
Joseph L. Downey Paul G. Stern
Senior Consultant Partner
The Dow Chemical Company Thayer Capital Partners
2030 Dow Center 1455 Pennsylvania Ave.
Midland, MI 48674 NW, Suite 350
Washington, D.C. 20004
Of the foregoing executive officers and directors of
TDCC, all are United States citizens except J. Pedro
Reinhard and Michael D. Parker, who are citizens of Brazil
and Great Britain, respectively.
During the last five years, neither TDCC nor any of the
foregoing persons have been (a) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All funds used by TDCC to acquire its shares of the
Common Stock of AstroPower came from working capital.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (g) TDCC had earlier acquired 577,777 shares of
the common stock and 170,000 shares of the preferred stock
of AstroPower for a total combined purchase price of
$779,499. On February 13, 1998, AstroPower undertook an
initial public offering which included the conversion of its
preferred shares and a three for four reverse stock split.
As a consequence of these actions, TDCC now holds 560,833
shares of the Common Stock of AstroPower which are now
listed on the NASDAQ National Market under the symbol
"APWR". TDCC holds such shares for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(A) TDCC beneficially owns 560,833 shares of the Common
Stock of AstroPower representing 6.7%.
(b) TDCC holds sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of all
560,833 shares of the Common Stock of AstroPower that it
beneficially owns.
(c) See Item 4, incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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.
Dated: February 23, 1998 THE DOW CHEMICAL COMPANY
By: /s/J. PEDRO REINHARD
Name: J. Pedro Reinhard
Title: Executive Vice President and
Chief Financial Officer
