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
Title Proposed Proposed
of securities Amount to maximum maximum Amount of
to be be offering aggregate registration
registered registered price offering fee
per price
share
Deferred $100,000,000.00 N/A $100,000,000.00 $27,800.00
Compensation
and 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, 1998 (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 Forms 10-Q for the quarters
ended March 31, 1999, June 30, 1999, and September 30, 1999, and
Dow's Current Reports on Form 8-K filed with the Commission on
August 4, 1999, October 22, 1999 and November 15, 1999.
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 or 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, 1998
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.
(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 15, 1999.
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
A. A. Allemang President
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
J. C. DANFORTH* Director
J. C. Danforth
W. D. DAVIS* Director
W. D. Davis
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
G. M. Lynch Controller
M. D. PARKER* Director and Executive
M. D. Parker Vice President
F. P. POPOFF* Director and Chairman
F. P. Popoff of the 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, attorney-in-fact
Dated: November 15, 1999
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, 1998
incorporated herein by this
reference.
23 Independent Auditors' 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 10, 1999, appearing in the Annual Report on Form
10-K of The Dow Chemical Company for the year ended December 31,
1998, and to the reference to us under Item 3, "Incorporation of
Documents by Reference," of this Registration Statement.
Deloitte & Touche LLP
Midland, Michigan
November 16, 1999
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, 1997
A. A. Allemang President
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, 1997
F. P. Corson President
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, 1997
G. M. Lynch Controller
M. D. PARKER Director and Executive November 6, 1997
M. D. Parker Vice President
F. P. POPOFF Director and Chairman November 6, 1997
F. P. Popoff of the Board
J. P. REINHARD Director, Executive November 10, 1997
J. P. Reinhard Vice President, and
Chief Financial Officer
H. T. SHAPIRO Director November 5, 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
