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AS FILED ON JUNE 28, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement (Additional Materials)
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MARION MERRELL DOW INC.
(Name of Registrant as Specified in Charter)
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Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Common stock, par value $0.10 per share, of MARION MERRELL DOW INC.
2) Aggregate number of securities to which transaction applies:
80,247,748 shares of common stock
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Pursuant to the Agreement and Plan of Merger, dated as of May 3, 1995,
by and among Marion Merrell Dow Inc., The Dow Chemical Company, Hoechst
Corporation and H Pharma Acquisition Corp., the price per share is
$25.75, plus, under certain circumstances, an additional contingent
amount calculated on the basis of a pro rata portion of Marion Merrell
Dow Inc.'s regular quarterly dividend. Pursuant to Rule 0-11(c)(1), the
filing fee of $413,275.90 was calculated as 1/50 of 1% of the cash
payment pursuant to the Agreement and Plan of Merger, which is equal to
the sum of the product of $25.75 per share and the 80,247,748 shares
(the number of shares to be purchased).
4) Proposed maximum aggregate value of transaction:
$2,066,379,511.00
5) Total fee paid:
$413,275.90
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $413,275.90
2) Form, Schedule or Registration Statement No.: Schedule 14C
3) Filing Party: Marion Merrell Dow Inc.
4) Date Filed: May 19, 1995
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SUBSEQUENT DEVELOPMENT
On June 28, 1995, after printing of the attached Information Statement had
begun, H Pharma Acquisition Corp. acquired The Dow Chemical Company's 71%
interest in Marion Merrell Dow Inc. for $25.75 per share in cash. The terms of
this transaction are described in more detail in the attached Information
Statement, which you are urged to read carefully.
