SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): July 21, 2000
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3433 38-1285128
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
2030 Dow Center, Midland, Michigan 48674
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 636-1000
Not applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events
With reference to the Agreement and Plan of Merger,
dated as of August 3, 1999, among The Dow Chemical Company,
a Delaware corporation ("Dow Chemical); Union Carbide
Corporation, a New York corporation ("Union Carbide"); and
Transition Sub Inc., a Delaware corporation, Dow Chemical
and Union Carbide have entered into a letter agreement filed
herewith as Exhibit 99, which letter agreement was sent by
Union Carbide to Dow Chemical on July 17, 2000, and executed
by Dow Chemical on July 21, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99. Letter Agreement, with reference to the Agreement
and Plan of Merger, dated as of August 3, 1999, among The
Dow Chemical Company, a Delaware corporation; Union Carbide
Corporation, a New York corporation; and Transition Sub
Inc., a Delaware corporation.
EXHIBIT 99
July 17, 2000
VIA FAX AND OVERNIGHT MAIL
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
Attention: Chief Executive Officer
Dear Sirs:
Reference is made to the Agreement and Plan of Merger, dated
as of August 3, 1999 (the "Agreement"), among Union Carbide
Corporation, a New York corporation, The Dow Chemical Company, a
Delaware corporation, and Transition Sub Inc., a Delaware
corporation.
Each of the parties hereto agrees that it will not exercise
any right it may have to terminate the Agreement under Section
8.2(i) of the Agreement prior to September 30, 2000.
Notwithstanding anything to the contrary in the foregoing, this
letter agreement shall not in any way limit, restrict or affect
any of the other rights of the parties (relating to termination
of the Agreement or otherwise) under the Agreement.
If the foregoing is acceptable to you, please execute a copy
of this letter agreement in the space below, whereupon this
instrument will constitute a binding agreement among us.
Very truly yours,
UNION CARBIDE CORPORATION
By: /s/ BRUCE D. FITZGERALD
Bruce D. Fitzgerald
Vice President, General Counsel
and Secretary
ACCEPTED AND AGREED as
of July 21, 2000:
THE DOW CHEMICAL COMPANY
By: /s/ J. P. REINHARD
Name: J. P. Reinhard
Title: Executive Vice President
and Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE DOW CHEMICAL COMPANY
Registrant
/s/ FRANK H. BROD
Frank H. Brod
Vice President and Controller
Date: July 21, 2000
