-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyPgMOYPNWRro16ZCMsrYaIfOW0qX5HFlL8MclJgGU3y3WAF84a55lhzE41XsDsV Aax67685xuywOL/ZP9zyaA== 0000029915-98-000061.txt : 19980826 0000029915-98-000061.hdr.sgml : 19980826 ACCESSION NUMBER: 0000029915-98-000061 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980817 EFFECTIVENESS DATE: 19980817 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-56136 FILM NUMBER: 98693004 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 MAIL ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMENDMENT NO. 1 ____________________ THE DOW CHEMICAL COMPANY (a Delaware corporation) Executive Offices -- 2030 Dow Center Midland, Michigan 48674 (Name, state of incorporation and address of principal executive office of registrant) I.R.S. Employer Identification No. 38-1285128 ____________________ 1993 TEXAS DIVISION PROFIT ENHANCING PROGRAM AWARD (Full title of the plan) _________________________ JOHN SCRIVEN Vice President, General Counsel and Secretary THE DOW CHEMICAL COMPANY 2030 Dow Center Midland, Michigan 48674 (Name and address of agent for service) Telephone: (517) 636-1000 ____________________ DEREGISTRATION OF SECURITIES The Registrant originally registered 75,000 shares of its Common Stock, par value $2.50 per share (the "Stock"), for issuance through the 1993 Texas Division Profit Enhancing Program Award (the "Plan") pursuant to Registration Statement No. 33-56136. After the Registration Statement became effective, eligible employees acquired 62,150 shares of the Stock under the provisions of the Plan. Accordingly, the Registrant hereby deregisters the remaining 12,850 shares of the Stock. Item 8. EXHIBITS. Exhibit No. Description of Exhibit 24 Power of Attorney SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to Registration Statement No. 33-56136 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on August 17, 1998. THE DOW CHEMICAL COMPANY (Registrant) By: /S/JOHN SCRIVEN John Scriven Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement No. 33-56136 has been signed by the following persons in the capacities and on the dates indicated. * Director and Vice President A. A. Allemang * Director J. K. Barton * Director D. T. Buzzelli * Director and A. J. Carbone Executive Vice President * Director and Vice President F. P. Corson * Director J. C. Danforth * Director W. D. Davis * Director M. L. Dow * Director J. L. Downey * Director E. C. Falla * Director B. H. Franklin * Director A. D. Gilmour * Vice President and Controller G. M. Lynch * Director and M. D. Parker Executive Vice President * Director and F. P. Popoff Chairman of the Board * Director, Executive Vice J. P. Reinhard President and Chief Financial Officer * Director H. T. Shapiro * Director, President and W. S. Stavropoulos Chief Executive Officer * Director P. G. Stern *By: /S/JOHN SCRIVEN John Scriven Attorney-in-fact Dated: August 17, 1998 EXHIBIT INDEX Exhibit No. Description of Exhibit Page Number 24 Power of Attorney. 6-7 EX-24 2 EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints the General Counsel or the Chief Financial Officer of the Company, acting severally, as his or her attorney-in-fact and agent, to sign any amendment to any one or more registration statements on Form S-8 deregistering all of the remaining shares of the Common Stock of The Dow Chemical Company previously registered for any one or more of the following plans: The Dow Chemical Company 1996-97 Employees' Stock Purchase Plan; 1994-95 Petrodow Employees' Stock Purchase Plan; 1995-96 Petrodow Employees' Stock Purchase Plan; 1996-97 Petrodow Employees' Stock Purchase Plan; 1997-98 Petrodow Employees' Stock Purchase Plan; Dow Michigan Division 1992 Award Plan; Texas Division Profit Enhancing Program Award; 1993 Texas Division Profit Enhancing Program Award; and FilmTec Corporation 1977 Stock Option Plan; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any act in connection with any of the foregoing as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto. SIGNATURE TITLE DATE A. A. ALLEMANG Director and July 9, 1998 A. A. Allemang Vice President J. K. BARTON Director July 9, 1998 J. K. Barton D. T. BUZZELLI Director July 9, 1998 D. T. Buzzelli A. J. CARBONE Director and July 9, 1998 A. J. Carbone Executive Vice President F. P. CORSON Director and July 9, 1998 F. P. Corson Vice President J. C. DANFORTH Director July 9, 1998 J. C. Danforth SIGNATURE TITLE DATE W. D. DAVIS Director July 9, 1998 W. D. Davis M. L. DOW Director July 9, 1998 M. L. Dow J. L. DOWNEY Director July 9, 1998 J. L. Downey E. C. FALLA Director July 9, 1998 E. C. Falla B. H. FRANKLIN Director July 9, 1998 B. H. Franklin A. D. GILMOUR Director July 9, 1998 A. D. Gilmour G. M. LYNCH Vice President July 9, 1998 G. M. Lynch and Controller M. D. PARKER Director and July 9, 1998 M. D. Parker Executive Vice President F. P. POPOFF Director and July 9, 1998 F. P. Popoff Chairman of the Board J. P. REINHARD Director, Executive July 9, 1998 J. P. Reinhard Vice President and Chief Financial Officer H. T. SHAPIRO Director July 9, 1998 H. T. Shapiro W. S. STAVROPOULOS Director, President July 9, 1998 W. S. Stavropoulos and Chief Executive Officer P. G. STERN Director July 9, 1998 P. G. Stern -----END PRIVACY-ENHANCED MESSAGE-----