-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T62/jL5RXBwFcPLHLGbIZg2pT1LYn9ZupVUQzJgMZb6uSS4pIOTE1zdp99Id0SaE PrpWtcz9PY8Mil7LmJilBQ== 0000029915-95-000010.txt : 19950302 0000029915-95-000010.hdr.sgml : 19950302 ACCESSION NUMBER: 0000029915-95-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950228 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36877 FILM NUMBER: 95516315 BUSINESS ADDRESS: STREET 1: 2030 WILLARD H DOW CTR CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2030 WILLARD H DOW CTR CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 19 MARION MERRELL DOW INC. (Name of Issuer) COMMON STOCK, par value $0.10 per share (Title of Class of Securities) 569713-10-0 (CUSIP Number) John Scriven Vice President and General Counsel The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 (517) 636-5914 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP No. 569713-10-0 1) Name of Reporting Persons and its RH Acquisition Corp., I.R.S. Identification No. a wholly owned subsidiary of The Dow Chemical Company 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ x ] 3) SEC Use Only 4) Source of Funds AF 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant [ ] to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting Power 55,934,100(FN1) 20.2%(FN2) Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 55,934,100(FN1) 20.2%2(FN2) Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 55,934,100(FN1) 20.2%(FN2) owned by Each Reporting Person as of February 28, 1995 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 20.2%(FN2) Amount in Row (11) as of February 28, 1995 14) Type of Reporting Person CO CUSIP No. 569713-10-0 1) Name of Reporting Persons and its Dow Holdings Inc., I.R.S. Identification No. a wholly owned subsidiary of The Dow Chemical Company 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ x ] 3) SEC Use Only 4) Source of Funds AF 5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting Power 75,000,000(FN1) 27.1%(FN2) Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 75,000,000(FN1) 27.1%(FN2) Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 75,000,000(FN1) 27.1%(FN2) owned by Each Reporting Person as of February 28, 1995 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 27.1%(FN2) Amount in Row (11) as of February 28, 1995 14) Type of Reporting Person CO CUSIP No. 569713-10-0 1) Name of Reporting Persons and its The Dow Chemical Company I.R.S. Identification No. I.R.S. Identification No. 38-1285128 2) Check the Appropriate Box if a (a) [ ] Member of a Group (b) [ x ] 3) SEC Use Only 4) Source of Funds WC, BK, 00 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant [ ] to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting Power 196,865,790(FN1) 71.1%(FN2) Shares Beneficially 8) Shared Voting Power 0 Owned by Each 9) Sole Dispositive Power 196,865,790(FN1) 71.1%(FN2) Reporting Person With 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially 196,865,790(FN1) 71.1%(FN2) owned by Each Reporting Person as of February 28, 1995 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 71.1%(FN2) Amount in Row (11) as of February 28, 1995 14) Type of Reporting Person CO (fn> FOOTNOTES TO PRECEDING COVER PAGES: 1. The Dow Chemical Company ("Dow"), directly and through its wholly owned subsidiaries RH Acquisition Corp. ("Acquisition") and Dow Holdings Inc. ("Dow Holdings"), holds 196,865,790 shares of the Issuer's common stock, par value $.10 per share. 2. Dow's, RH Acquisition's and Dow Holdings' combined percentage ownership of the Issuer's common stock is 71.1%, based on the number of shares of the Issuer's common stock outstanding on February 28, 1995, as advised by the Issuer. This Amendment No. 19 amends the Statement of Schedule 13D filed by The Dow Chemical Company ("Dow"), RH Acquisition Corp. ("Acquisition") and Dow Holdings Inc. ("Dow Holdings") with the Securities and Exchange Commission on August 26, 1994, as previously amended (the "Schedule 13D"). This amendment is being filed to reflect a press release issued on February 28, 1995 and as further discussed in Item 4, below. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Dow issued a press release on February 28, 1995, the text of which is as follows: February 28, 1995 HOECHST, MARION MERRELL DOW AND DOW CHEMICAL MAKE JOINT ANNOUNCEMENT The Hoechst Group, Marion Merrell Dow and The Dow Chemical Company announced today that they are engaged in discussions concerning the possible negotiated acquisition of all of the outstanding shares of Marion Merrell Dow by the Hoechst Group at a price of $25.75 per share in cash. Dow presently owns approximately 197 million shares, or approximately 71 percent, of Marion Merrell Dow's outstanding common stock. Dow and the Hoechst Group are also discussing the possible acquisition of Dow's Latin American pharmaceuticals business for approximately $200 million. The companies stated that while discussions are ongoing, the boards of directors and supervisory boards of the respective companies have not yet met to consider the possible transactions, no agreements have been reached and there can be no assurance that any agreements will be reached or that any transactions will be consummated. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 28, 1995 THE DOW CHEMICAL COMPANY By: /s/ Enrique C. Falla Name: Enrique C. Falla Title: Executive Vice President and Chief Financial Officer SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 28, 1995 RH ACQUISITION CORP. By: /s/ Eric P. Blackhurst Name: Eric P. Blackhurst Title: Vice President and Secretary SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 28, 1995 DOW HOLDINGS INC. By: /s/ Enrique C. Falla Name: Enrique C. Falla Title: President -----END PRIVACY-ENHANCED MESSAGE-----