<PAGE>
As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-88617
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 38-1285128
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John Scriven
Vice President, General Counsel and Secretary
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies to:
Philip J. Niehoff
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 1, 2000
PROSPECTUS
The Dow Chemical Company
By this prospectus, Dow may offer from time to time a total of up to
$2,500,000,000 of securities, which may include up to:
$212,500,000 of common stock
$212,500,000 of preferred stock
$212,500,000 of warrants to purchase common stock
$212,500,000 of warrants to purchase preferred stock
$1,062,500,000 of debt securities
$1,062,500,000 of warrants to purchase debt securities
Dow will provide you with the specific terms and the public offering prices
of these securities in supplements to this prospectus. You should read this
prospectus and the prospectus supplements carefully before you invest. This
prospectus may not be used to offer and sell securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful and complete. Any representation to the contrary is
a criminal offense.
This prospectus is dated July , 2000
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Dow filed with the
Securities and Exchange Commission under the shelf registration process. Dow
may sell common stock, preferred stock, warrants to purchase common stock and
warrants to purchase preferred stock for up to $1,650,000,000 and debt
securities and warrants to purchase debt securities for up to $2,500,000,000
under this prospectus. The total sales of all securities sold under this
prospectus, however, may not exceed $2,500,000,000. This prospectus provides
you with a general description of the securities Dow may offer. Each time Dow
sells securities, Dow will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
THE DOW CHEMICAL COMPANY
Dow manufactures and sells chemicals, plastic materials, agricultural and
other specialized products and services. Dow is a global science and
technology-based company that develops and manufactures a portfolio of
chemicals, plastics and agricultural products and services for customers in 168
countries around the world. Dow conducts its operations through subsidiaries
and 14 global businesses, including 123 manufacturing sites in 32 countries,
and supplies more than 3,500 products through the efforts of 39,000 employees.
Dow's corporate offices are located at 2030 Dow Center, Midland, Michigan
48674, and Dow's telephone number is (517) 636-1000.
Additional information concerning Dow and its subsidiaries is included in
the documents filed with the Securities and Exchange Commission and
incorporated in this prospectus by reference. See the discussion under the
heading "Where You Can Find More Information."
USE OF PROCEEDS
Dow will use the net proceeds from the sale of the securities for general
corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The following summary of common stock and preferred stock of Dow does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the relevant provisions of Delaware law, and by Dow's certificate
of incorporation and bylaws, which are incorporated by reference as exhibits to
the registration statement of which this prospectus is a part.
Dow is authorized to issue 750,000,000 shares of all classes of stock,
500,000,000 of which are shares of common stock, par value $2.50 per share, and
250,000,000 of which are shares of preferred stock. As of March 31, 2000, there
were 225,346,730 shares of common stock issued and outstanding and no shares of
preferred stock issued or outstanding. All issued and outstanding shares of
common stock are fully paid and nonassessable. Any additional shares of common
stock and preferred stock that Dow issues will be fully paid and nonassessable.
Neither Dow's common stockholders nor preferred stockholders have preemptive
rights.
Common Stock
General
Dow's certificate of incorporation provides that, subject to all of the
rights of holders of preferred stock provided for by the board of directors or
by Delaware corporate law, the holders of common stock will have full voting
rights on all matters requiring stockholder action, with each share of common
stock being entitled to one vote and having equal rights of participation in
the dividends and assets of Dow.
2
<PAGE>
Board of Directors
Dow's certificate of incorporation divides Dow's board of directors into
three classes of directors that are as nearly equal in number as possible with
three-year terms. As a result, approximately one-third of Dow's board of
directors is elected each year. A quorum of directors consists of a majority of
Dow's entire board of directors then holding office.
Number, Filling of Vacancies and Removal of Directors
Dow's certificate of incorporation and bylaws provide that its board of
directors may not have less than six or more than twenty-one members. The
actual number of directors is determined by a vote of a majority of Dow's
entire board of directors. Currently, Dow has fifteen members on its board of
directors. Vacancies on Dow's board of directors and any newly created
directorships are filled by a vote of the majority of the other directors then
in office. Directors elected to fill a vacancy or a new position hold office
until the next annual meeting of stockholders. Directors can be removed only
for cause and only by the vote of stockholders holding 80% of the voting power
of Dow's outstanding stock entitled to vote generally in the election of
directors, voting together as a single class.
Dividends
Delaware corporate law generally provides that a corporation, subject to
restrictions in its certificate of incorporation, including preferred
stockholders' rights to receive dividends prior to common stockholders, may
declare and pay dividends out of:
. surplus; or
. net profits for the fiscal year in which the dividend is declared and/or
the preceding fiscal year, if there is no surplus.
Dividends may not be paid out of net profits so long as the capital of the
corporation is less than the aggregate amount of capital represented by the
issued and outstanding stock of all classes having a preference on the
distribution of assets. Dividends on Dow common stock are not cumulative. Dow's
certificate of incorporation does not contain any additional restrictions on
the declaration or payment of dividends.
Special Meetings of Stockholders
Dow's bylaws provide that a special stockholders' meeting for any purpose
may be called only by the board of directors by a resolution adopted by a
majority of the entire board:
. upon motion of a director; or
. upon written request of stockholders holding at least 50% of the voting
power of the shares of capital stock outstanding and entitled to vote
generally in the election of directors.
Stockholder notices requesting a special meeting must be given to Dow's
secretary. The notice must include, as to each matter the stockholder proposes
to bring before the meeting:
. the name and address of the stockholder;
. the class or series and number of shares of capital stock that are
beneficially owned by the stockholder;
. a brief description of the business to be brought before the meeting,
including the text of any proposed amendment to the certificate of
incorporation or bylaws;
. a description of all arrangements or understandings between the
stockholder and any other persons related to the business proposal;
. any material business interests of the stockholder in the business
proposal; and
. a representation that the stockholder intends to appear in person or by
proxy at the meeting to bring the business before the meeting.
3
<PAGE>
Advance Notice Provisions for Stockholder Proposals Other than Election of
Directors
Dow's bylaws provide that a stockholder may bring business before an annual
stockholders' meeting if the stockholder is a stockholder on the record date of
giving notice and on the record date of the meeting and gives notice to Dow's
secretary of business that is proper to be brought at the meeting under
Delaware corporate law:
. no earlier than 120 days or later than 60 days before the anniversary
date of the first mailing of proxy materials for the last annual meeting;
or
. if the annual meeting is more than 30 days before or after the
anniversary date of the last annual meeting, Dow must receive the
stockholder's notice no later than the close of business on the 10th day
after the earlier of the date on which notice of the annual meeting date
was mailed or publicly disclosed.
The notice must include the same information required to be included in a
stockholder's notice in connection with requesting a special meeting. See the
section of this prospectus captioned "Special Meetings of Stockholders."
Advance Notice Provisions for Stockholder Nominations of Directors at an
Annual Meeting
Dow's bylaws provide that a stockholder may nominate a person for election
to the board of directors at an annual stockholders' meeting if the stockholder
gives notice to Dow's secretary:
. no more than 120 days and no less than 60 days before the anniversary
date of the first mailing of proxy materials for the last annual meeting;
or
. if the annual meeting is more than 30 days before or after the
anniversary date of the last annual meeting, Dow must receive the
stockholder's notice no later than the close of business on the 10th day
after the earlier of the day on which notice of the annual meeting date
was mailed or publicly disclosed.
The notice must include the following:
. a description of all arrangements or understandings between the
stockholder and the nominee and any other person pursuant to which the
nomination is made;
. the information regarding the nominee that would have been required to be
included in a proxy statement filed under the proxy rules of the
Securities and Exchange Commission if the nominee had been nominated by
the board of directors;
. the consent of the nominee to serve as a director if he or she is
elected; and
. the information required to be included in a stockholder's notice in
connection with requesting a special meeting. See the section of this
prospectus captioned "Special Meetings of Stockholders."
Advance Notice Provisions for Stockholder Nominations of Directors at a
Special Meeting
Dow's bylaws provide that a stockholder may nominate a person for election
to the board of directors at a special meeting of stockholders if the
stockholder gives Dow's secretary notice of the nomination no later than the
close of business on the seventh day after notice of the special meeting is
first given to stockholders.
In addition to the information required to be included in a stockholder's
notice in connection with a special meeting, the notice must include the same
information that would be required to nominate a person for election as a
director at an annual meeting. See the section of this prospectus captioned
"Advance Notice Provisions for Stockholder Nominations of Directors at an
Annual Meeting."
Stockholder Action by Written Consent
Under Delaware corporate law, unless otherwise provided in a corporation's
certificate of incorporation, any action required or permitted to be taken at
an annual or special stockholders' meeting may be taken by
4
<PAGE>
written consent, without a meeting, prior notice or a vote. The written consent
must be signed by holders of outstanding stock having the minimum number of
votes necessary to authorize or take such action at a meeting at which all
shares entitled to vote on the matter were present and voted. Dow's certificate
of incorporation, however, provides that any action required or permitted to be
taken by the stockholders must be taken at a duly called annual or special
stockholders' meeting and may not be taken by written consent.
Transactions with Interested Stockholders and a Merger or Sale of Assets
Delaware corporate law requires the approval of the board of directors and a
majority of a corporation's outstanding stock entitled to vote to authorize a
merger or consolidation unless the company's certificate of incorporation
requires a greater percentage. Unless required by a corporation's certificate
of incorporation, stockholder approval, however, is not required in certain
cases, such as where:
. either no shares of common stock of the surviving corporation and no
shares, securities or obligations convertible into common stock are to be
issued or delivered in the merger; or
. the authorized and unissued shares or the treasury shares of common stock
of the surviving corporation to be issued or delivered in the merger,
plus those initially issuable upon conversion of any other shares,
securities or obligations to be issued or delivered in the merger;
do not exceed 20% of the shares of common stock of the corporation outstanding
immediately prior to the effective date of the merger. A sale of all or
substantially all of a Delaware corporation's assets or a voluntary dissolution
of a Delaware corporation requires the vote of a majority of the board of
directors and a majority of the corporation's outstanding shares entitled to
vote on the matter unless the company's certificate of incorporation requires a
greater percentage. Dow's certificate of incorporation does not require a
greater percentage, except as described below.
Delaware corporate law generally defines an interested stockholder as a
person, other than the corporation and any direct or indirect majority owned
subsidiary of the corporation:
. who is the direct or indirect owner of 15% or more of the outstanding
voting stock of the corporation; or
. is an affiliate or associate of the corporation and was the direct or
indirect owner of 15% or more of the outstanding voting stock of the
corporation at any time within the three-year period immediately prior to
the date it asked for determination of its status as an interested
stockholder; and
. the affiliates and associates of that person.
Delaware corporate law prohibits an interested stockholder from engaging in
a business combination with the Delaware corporation for three years following
the time of becoming an interested stockholder. This three-year waiting period
does not apply when:
. prior to the time of becoming an interested stockholder, the board of
directors approves either the business combination or the transaction
that resulted in the stockholder becoming an interested stockholder;
. as a result of becoming an interested stockholder, the stockholder owned,
excluding shares owned by directors who are also officers and certain
employee stock plans, at least 85% of the outstanding voting stock of the
corporation at the time the transaction began; or
. at or after the time of becoming an interested stockholder, the business
combination is approved by the board of directors and authorized at a
meeting of stockholders by a vote of at least two-thirds of the
outstanding voting stock that is not owned by the interested stockholder.
These restrictions also do not apply in certain other circumstances,
including business combinations with an interested stockholder that are
proposed after a public announcement of and prior to the consummation or
abandonment of:
. certain mergers or consolidations;
5
<PAGE>
. sales of 50% or more of the aggregate market value of a corporation's
assets or outstanding voting stock; or
. tender offers or exchange offers for 50% or more of a corporation's
voting stock.
Delaware corporate law allows a corporation to specify in its certificate of
incorporation or bylaws that it will not be governed by the section relating to
transactions with interested stockholders. Dow has not made that election in
its certificate of incorporation or bylaws.
Dow's certificate of incorporation provides that, in addition to the vote
required pursuant to Delaware corporate law, the vote of stockholders owning at
least 80% of the voting power of the shares of capital stock entitled to vote
generally in the election of directors, voting together as a single class, is
required to approve any of the following business combination transactions:
. a merger or consolidation of Dow or a subsidiary of which Dow ultimately
owns 50% or more of the capital stock with:
-- an interested stockholder; or
-- any other individual or entity that, after the merger or
consolidation, would be an affiliate or associate of an interested
stockholder;
. a sale, lease, exchange, mortgage, pledge, transfer or other disposition,
in one or more transactions with or on behalf of an interested
stockholder or an affiliate or associate of an interested stockholder, of
any assets of Dow or any subsidiary of Dow that constitutes 5% or more of
Dow's total consolidated assets as of the end of the most recent quarter;
. the issuance or transfer by Dow or any of its subsidiaries of any
securities of Dow or its subsidiaries in one or more transactions to, or
proposed by or on behalf of, an interested stockholder or an affiliate or
associate of an interested stockholder in exchange for cash, securities
or other property constituting not less than 5% of Dow's consolidated
total assets as of the end of the most recent quarter;
. the adoption of a plan or proposal for liquidation or dissolution of Dow
or any spin-off or split-up of any kind of Dow or any subsidiary of Dow
that is proposed by or on behalf of an interested stockholder or an
affiliate or associate of an interested stockholder; or
. any reclassification of securities or recapitalization of Dow, or any
merger or consolidation of Dow with a subsidiary of Dow or other
transaction that has the direct or indirect effect of increasing the
percentage of the outstanding shares of:
-- any class of equity securities of Dow or any subsidiary of Dow; or
-- any class of securities of Dow or any subsidiary that are convertible
into equity securities of Dow or any subsidiary that are owned
directly or indirectly by an interested stockholder and all of its
affiliates and associates.
However, the vote of only a majority of the stockholders entitled to vote
generally in the election of directors, voting together as a single class, is
required to approve a business combination transaction that:
. has been approved by a majority of continuing directors, even if they
constitute less than a quorum; or
. meets certain price and consideration conditions and procedures.
A "continuing director" is:
-- any member of the board of directors who is not an interested
stockholder involved in a business combination described above or an
affiliate, associate, employee, agent or nominee of an interested
stockholder or relative of any of the foregoing persons, and was a
member of the board before the interested stockholder became an
interested stockholder; or
-- a successor of a director described above who is recommended or
elected to succeed a director described above by the vote of a
majority of such directors then on the board.
6
<PAGE>
Dow's certificate of incorporation defines an interested stockholder as any
person or entity other than Dow, any subsidiary of Dow or any employee benefit
plan of Dow or a subsidiary of Dow, that:
. is, or was at any time within the two-year period prior to the date in
question, the direct or indirect beneficial owner of 10% or more of the
voting power of the then-outstanding voting stock of Dow;
. is an affiliate of Dow and, at any time within the two-year period
immediately prior to the date in question, was the direct or indirect
beneficial owner of 10% or more of the voting power of the outstanding
voting stock of Dow; or
. is an assignee of, or has otherwise succeeded to, any shares of voting
stock of Dow of which an interested stockholder was the direct or
indirect beneficial owner, at any time within the two-year period
immediately prior to the date in question, if such assignment or
succession occurred in the course of a transaction or series of
transactions not involving a public offering under the Securities Act of
1933.
For purposes of determining whether a person is an interested stockholder,
the outstanding voting stock of Dow includes unissued shares of voting stock of
Dow beneficially owned by the interested stockholder but not other shares of
voting stock of Dow that may be issuable pursuant to an agreement, arrangement
or understanding or upon the exercise of conversion rights, warrants or
options, or otherwise, to any person who is not an interested stockholder.
Preferred Stock
General
Dow's board of directors is authorized, subject to Delaware corporate law
and without a vote of its stockholders, to issue shares of preferred stock from
time to time in one or more series and to determine the voting rights,
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations and restrictions of any series
of preferred stock. The prospectus supplement relating to an offering of shares
of Dow's preferred stock will describe the terms of the series of preferred
stock Dow is offering.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities summarizes the material
terms and provisions of the debt securities to which a prospectus supplement
may relate. Each time Dow offers debt securities, the prospectus supplement
related to that offering will describe the terms of the debt securities Dow is
offering.
The debt securities will be issued under an indenture, dated as of April 1,
1992, as supplemented by a supplemental indenture, dated as of January 1, 1994,
and a second supplemental indenture dated as of October 1, 1999, between Dow
and Bank One Trust Company, NA (successor in interest to The First National
Bank of Chicago), as trustee. The indenture as supplemented by the supplemental
indentures is referred to in this section as the "indenture." The following
summary of the debt securities and the indenture does not purport to be
complete and is subject to the provisions of the indenture, including the
defined terms. Whenever Dow refers to particular sections, articles or defined
terms of the indenture, those sections, articles or defined terms are
incorporated by reference in this prospectus and prospectus supplement. You
should review the indenture that is filed as exhibits to the registration
statement for additional information.
General
Dow may issue debt securities from time to time in one or more series
without limitation as to aggregate principal amount. The indenture does not
limit the amount of other indebtedness or securities which Dow may issue.
7
<PAGE>
The debt securities will be unsecured obligations and will rank equally with
all of Dow's other unsecured and unsubordinated indebtedness.
The prospectus supplement will describe the following terms of the debt
securities Dow is offering:
. the title of the debt securities or the series in which the debt
securities will be included;
. any limit on the aggregate principal amount of the debt securities of
that series;
. whether the debt securities may be issued as registered securities or
bearer securities or both, whether any of the debt securities may be
issued initially in temporary global form and whether any of the debt
securities may be issued in permanent global form;
. the price or prices at which the debt securities will be issued;
. the date or dates on which the principal amount of the debt securities is
payable;
. the interest rate or rates, or the formula by which the interest rate or
rates will be determined, if any, and the dates from which any interest
will accrue;
. the interest payment dates on which any interest will be payable, the
regular record date for any interest payable on any debt securities that
are registered securities on any interest payment date, and the extent to
which, or the manner in which, any interest payable on a global security
on an interest payment date will be paid if different from the manner
described below under the section of this prospectus captioned "Global
Securities";
. any mandatory or optional sinking fund or analogous provisions;
. each office or agency where the principal of and any premium and interest
on the debt securities will be payable and each office or agency where
the debt securities may be presented for registration of transfer or
exchange;
. the date, if any, after which and the price or prices at which the debt
securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed, in whole or in part, and the other detailed
terms and provisions of any optional or mandatory redemption provisions;
. the denominations in which Dow may issue any debt securities which are
registered securities, if other than denominations of $1,000 and any
integral multiple thereof, and the denominations in which Dow may issue
any debt securities which are bearer securities, if other than
denominations of $5,000;
. the currency or currencies of payment of principal of and any premium and
interest on the debt securities;
. any index used to determine the amount of payments of principal of and
any premium and interest on the debt securities;
. any additional covenants applicable to the debt securities; and
. any other terms and provisions of the debt securities not inconsistent
with the terms and provisions of the indenture.
The prospectus supplement also will describe any special provisions for the
payment of additional amounts with respect to the debt securities.
If the purchase price of any of the debt securities is denominated in one or
more foreign currencies or currency units or if the principal of, or any
premium and interest on, any series of debt securities is payable in one or
more foreign currencies or currency units, the restrictions, elections, general
tax considerations, specific terms and other information with respect to such
debt securities and such foreign currency or currency units will be set forth
in the related prospectus supplement.
Some of the debt securities may be issued as original issue discount
securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their principal amount. The prospectus supplement will describe the federal
income tax considerations and other special considerations which apply to any
original issue discount securities.
8
<PAGE>
Denominations, Registration and Transfer
The debt securities may be issued as registered securities, bearer
securities or both. Debt securities may be issued in the form of one or more
global securities, as described below under the section of this prospectus
captioned "Global Securities." Unless otherwise provided in the prospectus
supplement, registered securities denominated in U.S. dollars will be issued
only in denominations of $1,000 or any integral multiple thereof and bearer
securities denominated in U.S. dollars will be issued only in denominations of
$5,000 with coupons attached. A global security will be issued in a
denomination equal to the aggregate principal amount of outstanding debt
securities represented by that global security. The prospectus supplement
relating to debt securities denominated in a foreign or composite currency will
specify the denominations in which the debt securities will be issued.
During the "restricted period" as defined in Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7), no bearer security will be mailed or otherwise
delivered to any location in the United States and a bearer security may be
delivered during such restricted period only if the person entitled to receive
the bearer security furnishes proper written certification that the bearer
security is owned by:
. a person that is not a U.S. person;
. a qualifying foreign branch of a U.S. financial institution; or
. a U.S. person who acquired the obligation through the qualifying foreign
branch of a U.S. financial institution and holds the obligation through
that qualifying foreign branch of a U.S. financial institution on the
date of certification; or
. a financial institution for resale during the restricted period but not
for resale directly or indirectly to a U.S. person or to a person within
the United States or its possessions.
Registered securities of any series may be exchanged for other registered
securities of the same series and of a like aggregate principal amount and
tenor of different authorized denominations. In addition, if debt securities of
any series may be issued as both registered securities and as bearer
securities, at the option of the holder upon written request, and subject to
the terms of the indenture, bearer securities (with all unmatured coupons,
except as provided below, and all matured coupons in default attached) of such
series may be exchanged for registered securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Unless otherwise indicated in the prospectus supplement, any bearer security
surrendered in exchange for a registered security between a record date and the
relevant date for payment of interest will be surrendered without the coupon
relating to the date for payment of interest attached, and interest may be paid
only to the holder of such coupon when due in accordance with the terms of the
indenture. Except as indicated in the prospectus supplement, bearer securities
will not be issued in exchange for registered securities.
Debt securities may be presented for exchange as described in the previous
paragraph, and registered securities, other than a global security, may be
presented for registration of transfer, with the form of transfer duly
executed, at the office of the security registrar designated by Dow or at the
office of any transfer agent designated by Dow for that purpose, without
service charge and upon payment of any taxes and other governmental charges as
described in the indenture. The transfer or exchange will be effected when the
security registrar or the transfer agent is satisfied with the documents of
title and identity of the person making the request. Dow has initially
appointed the trustee as the security registrar under the indenture. If a
prospectus supplement refers to any transfer agent initially designated by Dow
with respect to any series of debt securities, Dow may at any time cancel the
designation of the transfer agent or approve a change in the location through
which such transfer agent acts, except that:
. if debt securities of a series may be issued only as registered
securities, Dow will be required to maintain a transfer agent in each
place of payment for such series; and
. if debt securities of a series are issuable as bearer securities, Dow
will be required to maintain (in addition to the security registrar) a
transfer agent in a place of payment for such series located outside the
United States.
9
<PAGE>
Dow may at any time designate additional transfer agents with respect to any
series of debt securities.
In the event of any redemption in part, Dow will not be required to:
. issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business 15 days before the
date of the mailing of a notice of redemption of debt securities of that
series selected to be redeemed and ending at the close of business on:
-- if debt securities of the series may be issued only as registered
securities, the day of mailing of the relevant notice of redemption;
and
-- if debt securities of the series may be issued as bearer securities,
the day of the first publication of the notice of redemption or, if
debt securities of the series also may be issued as registered
securities and there is no publication, the mailing of the relevant
notice of redemption;
. register the transfer of or exchange any registered security or portion
of any registered security called for redemption, except the unredeemed
portion of any registered security being redeemed in part; or
. exchange any bearer security called for redemption, except to exchange
the bearer security for a registered security of that series and like
tenor which is immediately surrendered for redemption.
Payments and Paying Agents
Unless otherwise indicated in the prospectus supplement, Dow will pay the
principal of and any premium and interest on registered securities other than a
global security at the office of one or more paying agents designated by Dow.
At Dow's option, however, Dow may pay any interest by check mailed to the
address of the payee entitled to the interest at the address which appears in
the security register. Unless otherwise indicated in the prospectus supplement,
payment of any installment of interest on registered securities will be made to
the person in whose name the registered security is registered at the close of
business on the record date for such interest payment.
Unless otherwise indicated in the prospectus supplement, Dow may pay the
principal of and any premium and interest on bearer securities, subject to
applicable laws and regulations, at the offices of one or more paying agents
outside the United States designated by Dow. At Dow's option, however, Dow may
pay any interest by check or by wire transfer to an account maintained by the
payee outside the United States. Unless otherwise indicated in the prospectus
supplement, payment of interest on bearer securities on any interest payment
date will be made only upon surrender of the coupon relating to such interest
payment date. No payment with respect to any bearer security will be made at
any office or agency of Dow in the United States by check mailed to any address
in the United States or by transfer to an account maintained in the United
States. Payments will not be made in respect of bearer securities or coupons
related to such bearer securities upon presentation to or any other demand for
payment from Dow or its paying agents within the United States. Dow will pay
the principal of and any premium and interest on bearer securities denominated
and payable in U.S. dollars, however, at the office of Dow's paying agent in
the United States if, and only if:
. payment of the full amount in U.S. dollars at all offices or agencies
outside the United States is illegal or effectively precluded by exchange
controls or other similar restrictions; and
. Dow has delivered to the trustee an opinion of counsel to that effect.
Unless otherwise indicated in the prospectus supplement, the principal
office of the trustee in New York City will be Dow's sole paying agent for
payments with respect to debt securities which may be issued only as registered
securities. Any paying agent outside the United States and any other paying
agent in the United States initially designated by Dow for the debt securities
will be named in the prospectus supplement. Dow may at any time designate
additional paying agents, or cancel the designation of any paying agent or
approve a change in the office through which any paying agent acts, except
that:
. if debt securities of a series may be issued only as registered
securities, Dow will be required to maintain a paying agent in each place
of payment for such series; and
10
<PAGE>
. if debt securities of a series may be issued as bearer securities, Dow
will be required to maintain:
-- a paying agent in each place of payment for such series in the United
States for payments with respect to any registered securities of such
series and for payments with respect to bearer securities of such
series in the circumstances described above;
-- a paying agent in each place of payment located outside the United
States where debt securities of such series and any coupons related to
the debt securities may be presented and surrendered for payment,
provided that if the debt securities of such series are listed on The
International Stock Exchange, London or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such
stock exchange so requires, Dow will maintain a paying agent in London
or Luxembourg City or any other required city located outside the
United States for debt securities of such series; and
-- a paying agent in each place of payment located outside the United
States where, subject to applicable laws and regulations, registered
securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon Dow may
be served.
All amounts paid by Dow to a paying agent for the payment of principal of
and any premium and interest on any debt security that remain unclaimed at the
end of two years after the principal, premium or interest has become due and
payable will be repaid to Dow and after such repayment the holder of the debt
security or any coupon related to the debt security may look only to Dow for
the payment of principal of and any premium and interest on any such debt
security.
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the prospectus supplement. Global securities may
be issued in either registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged for debt securities in
definitive form, a temporary global security in registered form may not be
transferred except as a whole by:
. the depositary for such global security to a nominee of such depositary;
. a nominee of the depositary for such global security to such depositary
or another nominee of such depositary; or
. the depository for such global security or any such nominee to a
successor of such depositary or a nominee of such successor.
Unless otherwise indicated in the prospectus supplement, registered debt
securities issued in global form will be represented by one or more global
securities deposited with, or on behalf of, The Depository Trust Company, New
York, New York, or other depositary Dow appoints and registered in the name of
the depository or its nominee. The debt securities will not be issued in
definitive form unless otherwise provided in the prospectus supplement.
DTC will act as securities depository for the securities. The debt
securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered global security
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of debt securities.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among participants of
11
<PAGE>
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its direct participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to indirect
participants such as securities brokers and dealers, banks, and trust companies
that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Purchases of debt securities under the DTC system must be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security is in turn to be recorded on the direct and indirect participants'
records. These beneficial owners will not receive written confirmation from DTC
of their purchase, but beneficial owners are expected to receive a written
confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owner entered into the transaction. Transfers of ownership
interests in the debt securities are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their ownership interests in debt
securities, except in the event that use of the book-entry system for the debt
securities is discontinued.
To facilitate subsequent transfers, all debt securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. will effect no change in beneficial ownership. DTC has
no knowledge of the actual beneficial owners of the debt securities; DTC's
records reflect only the identity of the direct participants to whose accounts
the debt securities are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participants,
by direct participants to indirect participants, and by direct participants and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices will be sent to DTC. If less than all of the debt
securities within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each direct participant in such issue to
be redeemed.
Neither DTC nor Cede & Co will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to Dow as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date (identified in a listing
attached to the omnibus proxy).
Principal and interest payments, if any, on the debt securities will be made
to Cede & Co., as nominee of DTC. DTC's practice is to credit direct
participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Dow or the trustee, on the applicable payable date in
accordance with their respective holdings shown on DTC's records. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of that participant and not of DTC, the trustee or Dow, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to Cede & Co. is Dow's responsibility
or the trustee's, disbursement of payments to direct participants shall be the
responsibility of DTC, and disbursement of payments to beneficial owners is the
responsibility of direct and indirect participants.
12
<PAGE>
A beneficial owner must give notice to elect to have its debt securities
purchased or tendered, through its participant, to a tender agent, and shall
effect delivery of debt securities by causing the direct participants to
transfer the participant's interest in the debt securities, on DTC's records,
to a tender agent. The requirement for physical delivery of debt securities in
connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the debt securities are transferred by
direct participants on DTC's records and followed by a book-entry credit of
tendered debt securities to the tender agent's account.
DTC may discontinue providing its services as securities depository with
respect to the debt securities at any time by giving reasonable notice to Dow
or the trustee. Under these circumstances, in the event Dow does not appoint a
successor securities depository, debt security certificates will be printed and
delivered.
Dow may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, debt
security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Dow believes to be reliable, but Dow takes
no responsibility for their accuracy.
Limitations on Issuance of Bearer Securities
Bearer securities may not be offered, sold, resold or delivered during the
"restricted period" as defined in Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(7) in the United States or its possessions or to U.S. persons
other than to a qualifying foreign branch of a institution, and any
underwriters, participating in the offering of debt securities must agree that
they will not:
. offer any bearer securities for sale or resale in the United States or
its possessions or to United States persons, other than a qualifying
foreign branch of a U.S. financial institution); nor
. deliver bearer securities within the United States.
Bearer securities and any coupons related to bearer securities will bear a
legend substantially to the following effect: "Any United States person who
holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Section 165(j) and
1287(a) of the Internal Revenue Code". Under Sections 165(j) and 1287(a) of the
Internal Revenue Code, holders that are U.S. persons, with certain exceptions,
will not be entitled to deduct any loss on bearer securities and must treat as
ordinary income any gain realized on the sale or other disposition (including
the receipt of principal) of bearer securities.
The term "qualifying foreign branch of a United States financial
institution" means a branch located outside the United States of a U.S.
securities clearing organization, bank or other financial institution that
holds customers' securities in the ordinary course of its trade or business and
that provides a certificate within a reasonable time, or a blanket certificate
in the year the debt security is issued or either of the preceding two calendar
years, stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code and its regulations.
The term "U.S. person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision of the United States,
and an estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
The term "United States" means the United States of America, including the
states and the District of Columbia.
The term "possessions" includes Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.
13
<PAGE>
Certain Covenants of Dow
Limitations on Liens
Subject to the exceptions described below and those set forth under
"Exempted Indebtedness," Dow may not, and may not permit any restricted
subsidiary to create or permit to exist any lien on any principal property,
additions to principal property or shares of capital stock of any restricted
subsidiary without equally and ratably securing the debt securities. This
restriction will not apply to certain permitted liens, including:
. liens on principal property existing at the time of its acquisition and
certain purchase money mortgages;
. liens existing on the date of the indenture;
. liens on property or shares of capital stock, or arising out of any
indebtedness of any corporation existing at the time the corporation
becomes or is merged into Dow or a restricted subsidiary;
. liens which secure debt owing to Dow or a subsidiary by a restricted
subsidiary;
. liens in connection with the issuance of tax-exempt industrial
development or pollution control bonds or other similar bonds issued
pursuant to Section 103(b) of the Internal Revenue Code to finance all or
any part of the purchase price of or the cost of construction, equipping
or improving property, provided that those liens are limited to the
property acquired or constructed or the improvement and to substantially
unimproved real property on which such construction or improvement is
located; provided further, that Dow and restricted subsidiaries may
further secure all or any part of such purchase price or the cost of
construction of such improvements and personal property by an interest on
additional property of Dow and restricted subsidiaries only to the extent
necessary for the construction, maintenance and operation of, and access
to, such property so acquired or constructed or such improvement;
. liens arising from assignments of money due under contracts with the
United States or any State, or any department, agency or political
subdivision of the United States or any State;
. liens in favor of any customer arising in respect of certain payments
made by or on behalf of a customer for goods produced for or services
rendered to customers in the ordinary course of business not exceeding
the amount of those payments;
. any extension, renewal or replacement of any lien referred to in any of
the previous clauses; and
. certain statutory liens, liens for taxes and certain other liens.
Limitation on Sale and Lease-Back Transactions
Subject to the exceptions set forth below under the section of this
prospectus captioned "Exempted Indebtedness," sale and lease-back transactions
by Dow or any restricted subsidiary of any principal property are prohibited
(except for temporary leases for a term, including any renewal thereof, of not
more than three years and except for leases between Dow and a subsidiary or
between subsidiaries) unless the net proceeds of such sale and leaseback
transaction are at least equal to the fair value of the property.
Exempted Indebtedness
Dow or any restricted subsidiary may create or assume liens or enter into
sale and lease-back transactions not otherwise permitted under the limitations
on liens and sale and lease-back transactions described above, so long as at
that time and after giving effect to the lien or sale and lease-back
transaction, the sum of:
(1) the aggregate outstanding indebtedness of Dow and its consolidated
subsidiaries incurred after the date of the indenture and secured by
such liens relating to principal property; plus
(2) the aggregate discounted value of the obligations for rental payments
in respect to such sale and lease-back transactions relating to
principal property does not exceed 10% of consolidated net tangible
assets.
There are no covenants or provisions contained in the indenture which protect
holders of debt securities in the event of a highly leveraged transaction.
14
<PAGE>
Certain Definitions
The following are the meanings of terms that are important in understanding
the covenants previously described:
. ""consolidated net tangible assets" means the total assets of Dow and its
consolidated subsidiaries as shown on or reflected in its balance sheet,
less:
-- all current liabilities, excluding current liabilities which could be
classified as long-term debt under generally accepted accounting
principles and current liabilities which are by their terms extendible
or renewable at the obligor's option to a time more than 12 months
after the time as of which the amount of current liabilities is being
computed;
-- advances to entities accounted for on the equity method of accounting;
and
-- intangible assets.
. "intangible assets" means the aggregate value, net of any applicable
reserves, as shown on or reflected in Dow's balance sheet, of:
- all trade names, trademarks, licenses, patents, copyrights and
goodwill;
- organizational and development costs;
- deferred charges, other than prepaid items such as insurance, taxes,
interest, commissions, rents and similar items and tangible assets
being amortized; and
- amortized debt discount and expense, less unamortized premium.
. ""principal property" means any manufacturing facility having a gross
book value in excess of 1% of consolidated net tangible assets that is
owned by Dow or any restricted subsidiary and located within the United
States, excluding its territories and possessions and Puerto Rico, other
than any facility or portion of a facility which Dow's board of directors
reasonably determines is not material to the business conducted by Dow
and its subsidiaries as a whole.
. "restricted subsidiary" means any subsidiary:
-- of which substantially all of the property of is located, and
substantially all of the business is carried on, within the United
States, excluding its territories and possessions and Puerto Rico; and
-- which owns or operates one or more principal properties; provided,
however, restricted subsidiary shall not include a subsidiary which is
primarily engaged in the business of a finance or insurance company,
and branches of such finance or insurance company.
. "subsidiary" means each corporation of which more than 50% of the
outstanding voting stock is owned, directly or indirectly, by Dow or one
or more of its subsidiaries, or by Dow and one or more of its
subsidiaries.
Consolidation, Merger and Sale of Assets
Dow may not merge or consolidate or sell or convey all or substantially all
of its assets unless:
. the successor corporation is Dow or is a domestic corporation which
assumes Dow's obligations on the debt securities and under the
indenture; and
. after giving effect to such transaction, Dow or the successor corporation
would not be in default under the indenture.
Events of Default
With respect to any series of debt securities, any one of the following
events will constitute an event of default under the indenture:
(1) default by Dow for 30 days in the payment of any installment of
interest on the debt securities of such series;
15
<PAGE>
(2) default by Dow in the payment of any principal on the debt securities
of such series;
(3) default by Dow in the payment of any sinking fund installment;
(4) default by Dow in the performance of any of the covenants or warranties
contained in the indenture for the benefit of the debt securities of
such series which is not remedied within a period of 90 days after
receipt of written notice by Dow from the trustee or by Dow and the
trustee for the holders of not less than 25% in principal amount of the
debt securities of such series then outstanding;
(5) certain events of bankruptcy, insolvency or reorganization of Dow; or
(6) any other event of default established in accordance with the indenture
with respect to any series of debt securities.
No event of default described in clauses (1), (2), (3), (4) or (6) above
with respect to a particular series of debt securities necessarily constitutes
an event of default with respect to any other series of debt securities.
The indenture provides that if an event of default under clauses (1), (2),
(3), (4) or (6) above (but only if the event of default under clause (4) or (6)
is with respect to less than all series of debt securities then outstanding)
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in aggregate principal amount of the then outstanding debt
securities of the series affected by such event of default, each such series
treated as a separate class, may declare the principal of all the debt
securities of each such series, together with accrued interest, to be due and
payable immediately. If an Event of Default under clause (4), (5) or (6) above
(but only if the event of default under clause (4) or (6) is with respect to
all of the series of debt securities then outstanding) shall have occurred and
be continuing, either the trustee or the holders of not less than 25% in the
aggregate principal amount of all the debt securities then outstanding, treated
as one class, may declare the principal of all the debt securities, together
with accrued interest, to be due and payable immediately. Upon certain
conditions, such declaration (including a declaration caused by a default in
the payment of principal or interest, the payment for which has subsequently
been provided) may be annulled by the holders of a majority in principal amount
of the debt securities of the series then outstanding, each such series treated
as a separate class, or all debt securities treated as one class, as the case
may be, as were entitled to declare such default. In addition, past defaults
may be waived by the holders of a majority in principal amount of the debt
securities of the series then outstanding, each series treated as a separate
class, or all debt securities treated as one class, as the case may be, as were
entitled to declare such default, except a default in the payment of the
principal of or interest on the debt securities or in respect of a covenant or
provision of the indenture which cannot be modified or amended without the
approval of the holder of each debt security so affected.
The indenture contains a provision entitling the trustee, subject to the
duty of the trustee during default to act with the required standard of care,
to be indemnified by the holders of debt securities before exercising any right
or power under the indenture at the request of the holders of the debt
securities. The indenture also provides that the holders of a majority in
principal amount of the outstanding debt securities of all series affected,
each series treated as a separate class, may direct the time, method and place
of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, with respect to the
debt securities of such series.
The indenture requires Dow to file annually with the trustee a certificate
as to the absence of any default or specifying any default that exists.
Satisfaction and Discharge of Indenture
The indenture with respect to any series, except for certain specified
surviving obligations, including Dow's obligation to pay the principal of and
interest on the debt securities of such series, will be discharged and canceled
upon the satisfaction of certain conditions, including:
. payment of all the debt securities of such series; or
16
<PAGE>
. the deposit with the trustee of cash or U.S. government obligations or a
combination of cash or U.S. government obligations sufficient for such
payment or redemption in accordance with the indenture and the terms of
the debt securities of such series.
Modification and Waiver
Dow and the trustee may modify and amend the indenture with the consent of
the holders of more than 50% of the principal amount of the outstanding debt
securities of each series which is affected. No supplemental indenture may:
. extend the final maturity of, reduce the rate or extend the time of
payment of interest on, reduce the principal amount of, or reduce any
amount payable on any redemption of, any debt securities without the
consent of the holder of each debt security affected; or
. reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for any
supplemental indenture, without the consent of the holders of all
outstanding debt securities.
Governing Law
The indenture and the debt securities are governed by and construed in
accordance with the laws of the State of New York.
Information About the Trustee
Dow maintains banking relationships in the ordinary course of business with
the trustee. The trustee's principal corporate trust office is located at 1
Bank One Plaza, Chicago, Illinois 60670-0126. The trustee's principal office in
New York City is located at 14 Wall Street, Eighth Floor, New York, New York
10005.
DESCRIPTION OF WARRANTS TO PURCHASE
COMMON STOCK OR PREFERRED STOCK
Dow may issue, alone or together with common stock or preferred stock, stock
warrants for the purchase of common stock or preferred stock. The stock
warrants will be issued under a stock warrant agreement to be entered into
between Dow and a bank or trust company, as stock warrant agent, at the time of
issue. A copy of the form of the stock warrant agreement and the stock warrant
certificate for both common stock and preferred stock is filed as an exhibit to
the registration statement of which this prospectus is a part. The following
summary of the material provisions of the stock warrant agreement and the stock
warrant certificate does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all the provisions of the stock
warrant agreement and the stock warrant certificate, including the defined
terms.
General
A prospectus supplement will describe the terms of the stock warrants
offered, the stock warrant agreement relating to the stock warrants and the
stock warrant certificates representing the stock warrants, including the
following:
. the offering price, if any;
. the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the stock warrants;
. if applicable, the date on and after which the stock warrants and the
related securities will be separately transferable;
. the number of shares of common stock or preferred stock that may be
purchased upon exercise of one stock warrant and the initial price at
which such shares may be purchased upon exercise;
17
<PAGE>
. the date on which the right to exercise the stock warrants will begin and
the date on which such right will expire;
. a discussion of material U.S. federal income tax considerations;
. the call provisions, if any;
. the currency, currencies or currency units in which the offering price,
if any, and exercise price are payable;
. the antidilution provisions of the stock warrants; and
. any other terms of the stock warrants.
The shares of common stock or preferred stock to be issued upon exercise of
the stock warrants will, when issued in accordance with the stock warrant
agreement, be fully paid and nonassessable.
Exercise of Stock Warrants
Stock warrants may be exercised by surrendering to the stock warrant agent
the stock warrant certificate with the form of election to purchase on the
reverse side of the certificate duly completed and signed by the warrant
holder, or its duly authorized agent, with such signature guaranteed by a bank
or trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a national securities
exchange. The form of election should indicate the warrant holder's election to
exercise all or a portion of the stock warrants evidenced by the certificate.
Surrendered stock warrant certificates must be accompanied by payment of the
aggregate exercise price of the stock warrants to be exercised, as set forth in
the prospectus supplement. The payment should be made in U.S. dollars, unless
otherwise provided in the prospectus supplement. Upon the stock warrant agent's
receipt of the surrendered stock warrant certificates and payment of the
aggregate exercise price of the stock warrants, the stock warrant agent will
request that the transfer agent issue and deliver to or upon the written order
of the exercising warrant holder, a certificate stating the number of shares of
common stock or preferred stock purchased. If less than all of the stock
warrants evidenced by any stock warrant certificate are exercised, the stock
warrant agent will deliver to the exercising warrant holder a new stock warrant
certificate representing the unexercised stock warrants.
No Rights as Stockholders
Holders of stock warrants, by virtue of being such holders, will not be
entitled to vote, consent, receive dividends, receive notice as shareholder
with respect to any meeting of stockholders for election of directors of Dow or
any other matter, or exercise any rights whatsoever as stockholders of Dow.
DESCRIPTION OF DEBT WARRANTS
Dow may issue, alone or together with debt securities, debt warrants for the
purchase of debt securities. The debt warrants will be issued under debt
warrant agreements to be entered into between Dow and a bank or trust company,
as debt warrant agent, at the time of issue. A copy of the form of the debt
warrant agreement and debt warrant certificate is incorporated by reference as
an exhibit to the registration statement of which this prospectus forms a part.
The following summary of certain provisions of the debt warrant agreement and
the debt warrant certificates does not purport to be complete and is subject
to, and qualified in its entirety by reference to, all the provisions of the
debt warrant agreement and the debt warrant certificates, including the defined
terms.
General
A prospectus supplement will describe the terms of the debt warrants
offered, the debt warrant agreement relating to the debt warrants and the debt
warrant certificates representing the debt warrants, including the following:
18
<PAGE>
. the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants and the
procedures and conditions relating to the exercise of the debt warrants;
. the designation and terms of any related debt securities with which the
debt warrants are issued and the number of debt warrants issued with each
debt security;
. the date, if any, on and after which the debt warrants and the related
debt securities may be separately transferred;
. the principal amount of debt securities purchasable upon exercise of debt
warrants and the price at which such principal amount of debt securities
may be purchased upon exercise;
. the date on which the right to exercise the debt warrants shall commence
and the date on which the right shall expire;
. if the debt securities purchasable upon exercise of the debt warrants are
original issue discount debt securities, a discussion of the material
Federal income tax considerations applicable to the debt securities; and
. whether the debt warrants represented by the debt warrant certificates
will be issued in registered or bearer form, and, if registered, where
they may be transferred and registered.
Debt warrant certificates may be exchanged for new debt warrant certificates
of different denominations and debt warrants may be exercised at the corporate
trust office of the debt warrant agent or any other office indicated in the
prospectus supplement.
No Rights as Holders of Debt Securities
Prior to the exercise of their debt warrants, holders of debt warrants will
not have any of the rights of holders of the debt securities purchasable upon
such exercise (except to the extent that consent of holders of debt warrants
may be required for certain modifications of the terms of the indenture and a
series of debt securities issuable upon exercise of the debt warrants). In
addition, holders of debt warrants will not be entitled to payments of
principal of (and premium, if any) or interest, if any, on the debt securities
purchasable upon exercise.
Exercise of Debt Warrants
Each debt warrant will entitle the holder to purchase for cash the principal
amount of debt securities at the exercise price set forth or to be determined
as set forth in the prospectus supplement. Debt warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement. After the close of business on the expiration date,
unexercised debt warrants will become void.
Debt warrants may be exercised in the manner set forth in the prospectus
supplement. Upon receipt of payment and the properly completed and duly
executed warrant certificate at the corporate trust office of the debt warrant
agent or any other office indicated in the prospectus supplement, Dow will, as
soon as practicable, forward the debt securities purchased upon such exercise.
If less than all of the debt warrants represented by the debt warrant
certificate are exercised, a new debt warrant certificate will be issued for
the remaining amount of debt warrants.
19
<PAGE>
PLAN OF DISTRIBUTION
Dow may sell the securities:
. directly to purchasers, or
. through agents, underwriters, or dealers, or
. through a combination of any of these methods of sale.
Dow may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.
Dow may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. Dow will describe how any
auction will determine the price or any other terms, how potential investors
may participate in the auction and the nature of the underwriters' obligations
in the related supplement to this prospectus.
Dow may designate agents to solicit offers to purchase the securities from
time to time. These agents may be deemed to be underwriters, as defined in the
Securities Act of 1933, involved in the offer or sale of the securities. The
prospectus supplement will name the agents and any commissions Dow pays them.
Agents may be entitled to indemnification by Dow against certain liabilities,
including liabilities under the Securities Act of 1933, under agreements
between Dow and the agents, and the agents or their affiliates may extend
credit to or engage in transactions with or perform services for Dow in the
ordinary course of business. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.
If Dow uses any underwriters in the sale, Dow will enter into an
underwriting agreement with them at the time of sale and the names of the
underwriters and the terms of the transaction will be set forth in the
prospectus supplement that the underwriters use to make resales of the
securities. The underwriters may be entitled under the relevant underwriting
agreement to indemnification by Dow against certain liabilities, including
liabilities under the Securities Act of 1933, and the underwriters or their
affiliates may extend credit to or engage in transactions with or perform
services for Dow in the ordinary course of business.
If Dow uses dealers in the sale of the securities, Dow will sell the
securities to those dealers, as principal. The dealers may then resell the
securities to the public at varying prices to be determined by them at the time
of resale. Dealers may be entitled to indemnification by Dow against certain
liabilities, including liabilities under the Securities Act of 1933, and the
dealers or their affiliates may extend credit to or engage in transactions with
or perform services for Dow in the ordinary course of business.
Shares of Dow common stock are principally traded on the New York Stock
Exchange. Shares of Dow common stock also are listed on the Chicago, Pacific,
Amsterdam, Berlin, Brussels, Dusseldorf, Frankfurt, Hamburg, Hannover, London,
Paris, Switzerland and Tokyo exchanges and are traded on the Toronto, Boston,
Cincinnati and Philadelphia Exchanges. Other than the common stock, Dow does
not propose to list the offered securities on a securities exchange, and any
underwriters or dealers will not be obligated to make a market in the offered
securities. Dow may elect to list any series of offered securities on an
exchange, and in the case of the common stock, on any additional exchange, but,
unless otherwise specified in the applicable prospectus supplement, Dow will
not be obligated to do so. Dow can give no assurance as to the liquidity of the
trading market for any of the offered securities.
20
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the securities offered by this
prospectus will be passed upon for Dow by John Scriven, Esq., Dow's Vice
President, General Counsel and Secretary and for any underwriters or agents by
Mayer, Brown & Platt, Chicago, Illinois. As of September 30, 1999, Mr. Scriven
beneficially owned 11,619 shares of Dow common stock and no shares of Dow
preferred stock, and held options to purchase 105,575 shares of Dow common
stock, of which options to purchase 61,166 shares of Dow common stock were
exercisable. The opinions of Mr. Scriven and Mayer, Brown & Platt may be
conditioned upon and may be subject to certain assumptions regarding, future
action required to be taken by Dow and any underwriter(s), dealer(s) or
agent(s) in connection with the issuance and sale of any securities. The
opinions of Mr. Scriven and Mayer, Brown & Platt and with respect to securities
may be subject to other conditions and assumptions, as indicated in the
prospectus supplement. Mayer, Brown & Platt from time to time represents Dow in
connection with certain matters.
EXPERTS
The Dow consolidated financial statements and related financial statement
schedule incorporated by reference in this registration statement from Dow's
Annual Report on Form 10-K for the year ended December 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Dow files reports, proxy statements and other information with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
You may read and copy that information at the following locations of the
Securities and Exchange Commission:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
1-800-SEC-0330 Chicago, Illinois
60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Securities and Exchange Commission also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, including Dow, that file electronically with the Securities and
Exchange Commission. The address of that site is http://www.sec.gov.
You can also inspect reports, proxy statements and other information about
Dow at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The Securities and Exchange Commission allows Dow to "incorporate by
reference" information into this prospectus. This means that Dow can disclose
important information to you by referring you to another document filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.
21
<PAGE>
This prospectus incorporates by reference the documents listed below that
Dow has previously filed with the Securities and Exchange Commission. The
documents contain important information about Dow and Dow's financial
condition.
<TABLE>
<CAPTION>
Dow's Filings with the Commission Period
--------------------------------------------- ----------------------------
<S> <C>
Annual Report on Form 10-K................... Year ended December 31, 1999
Quarterly Reports on Form 10-Q............... Quarter ended March 31, 2000
Current Report on Form 8-K................... Filed on:
June 14, 2000
May 11, 2000
March 6, 2000
February 11, 2000
January 24, 2000
</TABLE>
Dow also incorporates by reference any future filings it makes with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 (1) after the date of the filing of this
registration statement and before its effectiveness and (2) until Dow has sold
all of the securities to which this prospectus relates or the offering is
otherwise terminated. Dow's subsequent filings with the Securities and Exchange
Commission will automatically update and supersede information in this
prospectus.
You may obtain a copy of any of the documents incorporated by reference in
this document at no cost by writing to or telephoning Dow at the following
address and telephone number:
Office of the Corporate Secretary
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
Telephone: 517-636-1792
Dow has not authorized anyone to give any information or make any
representation about Dow that is different from, or in addition to, that
contained in this prospectus or in any of the materials that have been
incorporated into this document. Therefore, if anyone does give you information
of this sort, you should not rely on it. This prospectus is an offer to sell or
buy only the securities described in this document, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this document speaks only as of the date of this document unless
the information specifically indicates that another date applies.
22
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered hereby:
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 458,700
Printing and engraving costs.................................. $ 30,000
Legal fees and expenses....................................... $ 25,000
Accounting fees and expenses.................................. $ 35,000
Trustee fees and expenses..................................... $ 10,000
Rating agency fees............................................ $ 500,000
Miscellaneous................................................. $ 11,300
----------
Total....................................................... $1,070,000
==========
</TABLE>
Item 15. Indemnification of Officers and Directors.
Under Article VI of its 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 in
such capacity with respect to another corporation or other enterprise at the
request of Dow. Under Section VI of Dow's bylaws, Dow is required to indemnify
its directors, officers and employees to the full extent permitted by Delaware
law whenever such a person is, or is threatened to be made, a defendant in any
threatened, pending or completed legal proceeding. Section VI also gives Dow
discretion to indemnify directors, officers, employees and agents in any
threatened, pending or completed legal proceedings to which they are, or are
threatened to be made, a party. Any indemnification of a director, officer,
employee or agent of Dow must be approved by Dow's 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 16. Exhibits.
A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index which is incorporated herein by reference.
Item 17. Undertakings.
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no
II-1
<PAGE>
more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(4) 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.
(5) That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
(7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the provisions referred to in Item 15, 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 Securities Act of 1933 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 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the County of Midland, State of Michigan, on July 31, 2000.
The Dow Chemical Company
/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 indicated on July 31, 2000.
*
-------------------------------------
W.S. Stavropoulos
Director, President and Chief Executive Officer
(principal executive officer)
/s/ J. Pedro Reinhard
_____________________________________
Director and Executive Vice
President and Chief Financial
Officer (principal financial
officer)
/s/ F.H. Brod
-------------------------------------
F.H. Brod
Vice President and Controller (principal accounting officer)
*
-------------------------------------
A.A. Allemang
Director and Vice President, Operations
*
-------------------------------------
J.K. Barton
Director
*
-------------------------------------
D.T. Buzzelli
Director
*
-------------------------------------
A.J. Carbone
Director, Vice Chairman and
Executive Vice President
-------------------------------------
J.M. Cook
Director
II-3
<PAGE>
*
-------------------------------------
J.C. Danforth
Director
*
-------------------------------------
W.D. Davis
Director
*
-------------------------------------
E.C. Falla
Director
*
-------------------------------------
B.H. Franklin
Director
*
-------------------------------------
A.D. Gilmour
Director
*
-------------------------------------
M.D. Parker
Director and Executive Vice
President
*
-------------------------------------
F.P. Popoff
Director and Chairman of the Board
-------------------------------------
H.T. Shapiro
Director
*
-------------------------------------
P.G. Stern
Director
/s/ J. Pedro Reinhard
-------------------------------------
By: J. Pedro Reinhard
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement (to be filed on Form 8-K).
3.1 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 (File
No. 1-3433), and incorporated by reference herein.)
3.2 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 (File No. 1-3433), and
incorporated by reference herein.)
4.1 Indenture, dated as of April 1, 1992, between The Dow
Chemical Company and The First National Bank of Chicago,
as trustee.*
4.2 Supplemental Indenture, dated as of January 1, 1994,
between the Dow Chemical Company and The First National
Bank of Chicago, as trustee.*
4.3 Second Supplemental Indenture, dated as of October 1,
1999, between the Dow Chemical Company and Bank One Trust
Company, NA (formerly The First National Bank of Chicago),
as trustee.*
4.4 Form of Common Stock Warrant Agreement (to be filed on
Form 8-K).
4.5 Form of Preferred Stock Warrant Agreement (to be filed on
Form 8-K).
4.6 Form of Debt Securities. (Filed as Exhibit 4.2 to Dow's
Registration Statement on Form S-3 (No. 33-32714), and
incorporated by reference herein.)
4.7 Form of Debt Warrant Agreement. (Filed as Exhibit 4.3 to
Dow's Registration Statement on Form S-3 (No. 33-44369),
and incorporated by reference herein.)
5.1 Opinion of John Scriven, Vice President, General Counsel
and Secretary of Dow.*
23.1 Consent of Deloitte & Touche LLP, independent auditors of
The Dow Chemical Company.*
23.2 Consent of John Scriven (included in Exhibit 5.1).*
24.1 Power of Attorney.*
25.1 Statement of Eligibility on Form T-1 of Bank One Trust
Company, NA.*
</TABLE>
--------
* Previously filed.
