-----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, Lex/2DN5su+4BN5WYjVY0rTRr74f/lCE9eE8+4NKLvQS2guOQWYQyaRoCvqKnY6Z YZGoL6Ez77WzlK/9n0stgw== 0000947871-09-000715.txt : 20091106 0000947871-09-000715.hdr.sgml : 20091106 20091106161220 ACCESSION NUMBER: 0000947871-09-000715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091103 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW CHEMICAL CO /DE/ CENTRAL INDEX KEY: 0000029915 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 381285128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03433 FILM NUMBER: 091164930 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 989-636-1000 MAIL ADDRESS: STREET 1: 2030 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 8-K 1 ss77113_8k.htm FORM 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported):  November 3, 2009
 
THE DOW CHEMICAL COMPANY
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
1-3433
Commission File Number
38-1285128
(IRS Employer
Identification No.)

2030 Dow Center, Midland, Michigan
(Address of principal executive offices)
48674
(Zip code)

(989) 636-1000
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 
 
 
 
Items 5.02 (b) and (c).  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 3, 2009, The Dow Chemical Company (the “Company”) announced that Geoffery E. Merszei, Executive Vice President and Chief Financial Officer, will move from the position of Chief Financial Officer to a new role as President of Dow Europe, Middle East and Africa, while also serving as Chairman of Dow Europe, and Executive Vice President of The Dow Chemical Company. 
 
William H. Weideman, Vice President and Controller, has assumed the role of interim Chief Financial Officer as of November 3, 2009 while the Company conducts a global search for a replacement for Merszei.
 
On November 4, 2009, the Company announced that Ron Edmonds, Vice President and Assistant Controller, has been named Vice President and Controller for The Dow Chemical Company, replacing Weideman.

Copies of the Company’s press releases issued November 3, 2009 and November 4, 2009 are included as Exhibits 99.1 and 99.2.

Item 9.01
Financial Statements and Exhibits
 
(d)  
Exhibits
 
 
Exhibit No.
Description
 
 
99.1
Press Release of The Dow Chemical Company, dated as of November 3, 2009.
 
 
99.2
Press Release of The Dow Chemical Company, dated as of November 4, 2009.
 
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  November 6, 2009
 
 
  The Dow Chemical Company  
         
         
  By:  /s/ Charles J. Kalil  
    Name:  Charles J. Kalil  
    Title:  Executive Vice President  
     
General Counsel and
Corporate Secretary
 


 
 
 
 
 
 
 
 

 
 
EXHIBITS
 
Exhibit No.
Description
 
 
99.1
Press Release of The Dow Chemical Company, dated as of November 3, 2009.
 
 
99.2
Press Release of The Dow Chemical Company, dated as of November 4, 2009.
 
 
 
 
 
 
 

EX-99.1 2 ss77113_ex9901.htm PRESS RELEASE OF THE DOW CHEMICAL COMPANY, DATED AS OF NOVEMBER 3, 2009.
Exhibit 99.1

 
The Dow Chemical Company
2030 Dow Center
Midland, MI 48674  U.S.A.
 
 

 
FOR MORE INFORMATION
Bob Plishka
+1 989 638 2288
bplishka@dow.com
 
 

Merszei Named President of Dow Europe,
Middle East and Africa, and Chairman of Dow Europe

Weideman Named Interim Chief Financial Officer
 

Midland, MI – November 3, 2009 – In an effort to further strengthen its geographic presence and connection with key markets and customers, The Dow Chemical Company (NYSE: DOW) announced today that Geoffery E. Merszei, Executive Vice President and Chief Financial Officer, will move to a new role as President of Dow Europe, Middle East and Africa, while also serving as Chairman of Dow Europe, and Executive Vice President of The Dow Chemical Company, reporting to Andrew N. Liveris, Chairman and Chief Executive Officer.  Merszei has served as the Company’s Chief Financial Officer for the past five years. He will relocate to the Companys European Headquarters in Horgen, Switzerland.

Merszei will also assume additional responsibility as chair of the Company’s newly established Geographic Leadership Council. The Council’s function is to ensure Dow builds upon its robust global franchise by building strong relationships with partners and customers and continuing its track-record of making growth investments throughout world.  Membership of this Council will be announced shortly.

Managing the Company’s global footprint is becoming even more important and this new role will help ensure Dow is better able to capture growth opportunities in important markets around the world. Reporting to Merszei will be Henry Roth, President of Middle East Region, Earl Shipp President of Africa Region, Kostas Katsoglou, President of Eastern Europe /Russia Region, and John Dearborn, President of the Ras Tanura Integrated Project in Saudi Arabia as well as the European leadership team.
 
- more -
 
 
 

 
 
Merszei Named President of Dow Europe
Page 2 of 3
 
 
 
William H. Weideman, Vice President and Controller, will assume the role of interim CFO while the Company conducts a global search for a replacement for Merszei.
 
Merszei first joined Dow in 1977, and spent two-thirds of his career in locations outside the United States, including multiple assignments in Europe and Asia. He returned to the Company in July 2005 as Executive Vice President and CFO after serving four years as Executive Vice President and Chief Financial Officer of Alcan, Inc.

“Dow has a long and storied history of growing successfully in many parts of the world with more than two thirds of our business transacted outside of the United States, but as we focused more on global businesses and functions over the last decade, our geographic emphasis changed,” said Andrew N. Liveris, Chairman and Chief Executive Officer.  We are fortunate to have someone of Geoffery’s knowledge and experience available to step up and take on these new responsibilities. In addition, Geoffery has also played a very strong role working with me and the rest of the senior management team to ensure that we delivered on our commitments in several key areas, exceeding our financial goals and surpassing key milestones on all fronts.”

Weideman has more than 30 years of Finance experience with the Company, and has held a variety of accounting and controller roles for various Dow businesses.

“We are also fortunate to have someone of Bill’s caliber to step into the role of interim CFO while we conduct the global search for Geoffery’s replacement,” said Liveris. “Bill knows and understands the Company extremely well and has the confidence of everyone in the organization having performed extremely well as Vice President and Controller working directly alongside Geoffery for the past number of years.”

These appointments are effective immediately.


- more -
 
 
 

 
 
Merszei Named President of Dow Europe
Page 3 of 3
 
 
About Dow
 
Dow is a diversified chemical company that combines the power of science and technology with the “Human Element” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in approximately 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. In 2008, Dow had annual sales of $57.4 billion and employed approximately 46,000 people worldwide. The Company has 150 manufacturing sites in 35 countries and produces approximately 3,300 products. On April 1, 2009, Dow acquired Rohm and Haas Company, a global specialty materials company with sales of $10 billion in 2008, 98 manufacturing sites in 30 countries and approximately 15,000 employees worldwide. References to Dow or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.


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Exhibit 99.2
 
 
The Dow Chemical Company
Midland, MI 48640

 

FOR IMMEDIATE RELEASE
 
Edmonds Named Dow Vice President and Controller
 

MIDLAND, MI – November 4, 2009 – The Dow Chemical Company announced today that Ron Edmonds, Vice President and Assistant Controller, has been named Vice President and Controller for the Company, replacing William H. Weideman, who has assumed the role of interim Chief Financial Officer.  Edmonds will report to Weideman in his new role.

Rons broad financial expertise and in-depth understanding of internal controls, compliance and governance – both inside and outside of our Company – makes him an ideal leader to assume this role.  I am delighted that Ron has accepted this key leadership position, said Weideman.

 
Edmonds joined Dow in Midland in 1992 in the Corporate Audit Department as the Latin America audit manager and was transferred to Sao Paulo, Brazil in 1993. In 1994, he transferred to the Controllers Department as the Latin America controller for payables accounting.  In 1997, Ron transferred to Midland and was named global payables controller.  In 1998 he led the merger of the payables accounting and purchasing work processes into the Purchasing function and was named the leader of the global procurement service center. He was named global accounting director in 2001.

Edmonds was appointed Business Finance Vice President for Performance Plastics & Chemicals and Market Facing Businesses in 2007 and was named Vice President and Assistant Controller in July 2009.
 
 
 
 
 
– more –

®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow
    
 
 

 
 
Edmonds Named Dow Vice President and Controller
Page 2 of 2
 
 
Edmonds is a CPA and a member of the American Institute of Certified Public Accountants, Michigan Association of Certified Public Accountants, and Financial Executives International. Previous to joining Dow, he worked for Chiquita Brands International, The Upjohn Company (currently Pfizer), and Arthur Anderson & Co.

Edmonds holds a bachelor’s degree in business administration from Western Michigan University. He has also completed the Advanced Management Programme course at INSEAD in Fontainebleau, France.

About Dow
 
Dow is a diversified chemical company that combines the power of science and technology with the “Human Element” to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in approximately 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. In 2008, Dow had annual sales of $57.5 billion and employed approximately 46,000 people worldwide. The Company has 150 manufacturing sites in 35 countries and produces approximately 3,300 products. On April 1, 2009, Dow acquired Rohm and Haas Company, a global specialty materials company with sales of $10 billion in 2008, 98 manufacturing sites in 30 countries and approximately 15,000 employees worldwide. References to Dow or the “Company” mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

# # #
 



®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow
 

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