-----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, RB80aVEGut7jxq3TON13DzZp0RehX+xYF0xPk90QE//Xq1IJ/dlCSNErM3WAHitl 0/nLsrdfeF0PTIu7UvjP9w== 0000029915-96-000007.txt : 19960220 0000029915-96-000007.hdr.sgml : 19960220 ACCESSION NUMBER: 0000029915-96-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960216 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: 96522910 BUSINESS ADDRESS: STREET 1: 2030 DOW CENTER 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 DOW CENTER CITY: MIDLAND STATE: MI ZIP: 48674-2030 BUSINESS PHONE: 5176361000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 DOLCO PACKAGING CORP. (Successor by merger to Olson Industries, Inc.) (Name of Issuer) PREFERRED STOCK, par value $0.01 per share (Title of Class of Securities) 256592 20 5 (CUSIP Number) John Scriven Vice President and General Counsel The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 (517) 636-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 1996 (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. 256592 20 5 1) Name of Reporting Person 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 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 795,024; 43.6% Shares Beneficially 8) Shared Voting Power * Owned by Each 9) Sole Dispositive Power 795,024; 43.6% Reporting Person With 10) Shared Dispositive Power * 11) Aggregate Amount Beneficially 795,024: 43.6% owned by Each Reporting Person as of December 12, 1995 12) Check Box if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares *See Items 4(d) and 5(a) for agreements among shareholders. 13) Percent of Class Represented by 43.6% Amount in Row (11) as of December 12, 1995 14) Type of Reporting Person CO This Schedule 13D relates to 795,024 shares of Preferred Stock, $0.01 par value per share (the "Preferred Stock"), of Dolco Packaging Corp., a Delaware corporation (the "Issuer"), currently owned by The Dow Chemical Company, a Delaware corporation ("Dow"), and originally acquired as part of the Issuer's Chapter 11 plan of reorganization. Amendment No. 1 to this Schedule 13D is being filed to reflect that as of January 23, 1996, Dow has granted an Irrevocable Proxy to the principals of MST Partners, L.P., and MST Offshore Partners C.V. (collectively, the "Purchaser") to vote the Preferred Stock and the Issuer's Common Stock, $0.01 par value per share (the "Common Stock"), held by Dow in favor of adoption of the Agreement and Plan of Merger, dated as of November 7, 1995, described in the Irrevocable Proxy set forth on Exhibit A to this Amendment No. 1. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is Preferred Stock, $0.01 par value per share. Although the Preferred Stock was not registered under Section 12(g) of the Securities Exchange Act of 1934 at the time of its receipt, it became so registered on April 16, 1992. The name of the Issuer and address of its principal executive offices are: Dolco Packaging Corp. 13400 Riverside Drive Suite 200 P.O. Box 5346 Sherman Oaks, CA 91413-5346 Item 2. Identity and Background Dow was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation of the same name organized in 1897. Dow is engaged in the manufacture and sale of chemicals, plastic materials, agricultural and consumer products, and other specialized products. Its principal executive offices are located at 2030 Dow Center, Midland, Michigan 48674, telephone (517) 636-1000. Except as otherwise indicated by the context, the term "Dow" as used herein means The Dow Chemical Company and its consolidated subsidiaries. A list of certain of Dow's Executive Officers, all having business addressees which are the same as Dow's principal executive offices, is set forth below: Chairman of the Board Frank P. Popoff President and CEO William S. Stavropoulos Financial Vice President, Treasurer and Chief Financial Officer J. Pedro Reinhard Executive Vice President Enrique C. Falla Group Vice President Anthony J. Carbone Group Vice President Michael D. Parker A list of the Dow's Directors, their addresses and their principal occupation or employment is noted below: Jacqueline K. Barton Barbara H. Franklin California Institute of Technology Barbara Franklin Enterprises Division of Chem. & Chem. Engr. 2600 Virginia Avenue NW Mail Code 127-72 Washington, DC 20037 Pasadena, CA 91125 David T. Buzzelli Allan D. Gilmour The Dow Chemical Company 36 Blair Lane 2030 Dow Center Dearborn, MI 48120 Midland, MI 48674 Anthony J. Carbone William J. Neely The Dow Chemical Company The Dow Chemical Company 2030 Dow Center 2030 Dow Center Midland, MI 48674 Midland, MI 48674 Fred P. Corson Michael D. Parker The Dow Chemical Company The Dow Chemical Company 2030 Dow Center 2030 Dow Center Midland, MI 48674 Midland, MI 48674 John C. Danforth Frank P. Popoff Bryan Cave LLP The Dow Chemical Company One Metropolitan Square, Suite 3600 2030 Dow Center 211 N. Broadway Midland, MI 48674 St. Louis, MO 63102-2750 Willie D. Davis J. Pedro Reinhard All Pro Broadcasting, Inc. The Dow Chemical Company 161 N. LaBrea Avenue 2030 Dow Center Inglewood, CA 90301 Midland, MI 48674 Michael L. Dow Harold T. Shapiro Michael L. Dow, Associates Princeton University General Aviation Building 1 Nassau Hall Capital City Airport Princeton, NJ 08544 Lansing, MI 48906 Joseph L. Downey William S. Stavropoulos The Dow Chemical Company The Dow Chemical Company 2030 Dow Center 2030 Dow Center Midland, MI 48674 Midland, MI 48674 Enrique C. Falla Paul G. Stern The Dow Chemical Company Thayer Capital Partners 2030 Dow Center 901 Fifteenth Street, N.W. Midland, MI 48674 Washington, DC 20005 Of the foregoing Executive Officers and Directors, all are United States citizens except J. Pedro Reinhard and Michael D. Parker who are citizens of Brazil and Great Britain, respectively. During the past five years, none of Dow's foregoing Executive Officers or Directors has been convicted in criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in any such Executive Officers or Directors being made subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Dow acquired 1,089,065 shares of the Issuer's Preferred Stock, plus 349,693 shares of the Issuer's Common Stock, in exchange for $5,755,032.15 in unsecured trade receivables owed to it by the Issuer whose Chapter 11 plan of reorganization became effective on July 29, 1991. As such, the source of funds was working capital. After a three-for-two stock split in the form of a 50% stock dividend on September 30, 1994, Dow owned and continues to own as of the date hereof, 524,539 shares of Common Stock. Item 4. Purpose of Transaction Dow acquired 1,089,065 shares of Preferred Stock and 349,693 shares of the Common Stock as part of the Issuer's Chapter 11 plan of reorganization and, accordingly, will hold such shares for investment purposes only. When originally acquired, only the Common Stock was registered under Section 12(g) of the Securities Exchange Act of 1934, so the initial 13D filing was done with respect to the Common Stock only. On April 16, 1992, Dolco registered the Preferred Stock under Section 12(g) of the Securities Exchange Act of 1934. On April 15, 1993, the Issuer announced its intention to redeem effective June 1, 1993 an aggregate of 175,000 shares of its Preferred Stock at the stated redemption price of $4.00 per share, plus accrued and unpaid dividends. Such redemption applied to 7% of the outstanding shares of Preferred Stock owned of record by each stockholder. Pursuant to this redemption, 76,235 shares of the Issuer's Preferred Stock beneficially owned by Dow were redeemed effective June 1, 1993, for an aggregate redemption price of $304,940 plus accrued and unpaid dividends. As a result of such redemption, Dow then held 1,012,830 shares of the Issuer's Preferred Stock. See the Notice of Redemption dated April 15, 1993 filed as an Exhibit to Dow's Amendment No. 2 to Schedule 13D with respect to the Common Stock filed with the SEC on June 8, 1993, incorporated herein by this reference. A second redemption of Preferred Stock was announced on February 28, 1994, effective March 31, 1994, with respect to an aggregate of 250,000 shares of Preferred Stock. Pursuant to this second redemption, Dow received a total amount of $435,520.00 in exchange for 108,880 shares of Preferred Stock, leaving Dow with a balance of 903,950 shares. A third redemption of Preferred Stock was effective June 30, 1995. Pursuant to this third redemption, Dow received a total amount of $435,704 in exchange for 108,926 shares of Preferred Stock, leaving Dow a balance of 795,024 shares. (a)-(c) Not applicable. (d) Pursuant to the Voting Agreement between Dow, Huntsman Chemical Corporation ("Huntsman") and Whirlpool Financial Corporation ("Whirlpool"), a copy of which is attached as Exhibit B to Dow's initial Schedule 13D filing with respect to the Common Stock filed with the SEC on August 8, 1991 and incorporated herein by this reference, the number of directors of the Issuer is set at five (5). Two (2) of the directors will be designated by Dow, one (1) each by Huntsman and Whirlpool and a fifth will be designated by a majority of Dow, Huntsman and Whirlpool, with Dow having two (2) votes in such designation and each of Huntsman and Whirlpool having one (1) vote. (e)-(j) Not applicable. Item 5. Interest in Securities of the Issuer (a)-(b) Dow owns 795,024 shares of Preferred Stock, $0.01 par value per share, of the Issuer which constitutes approximately 43.6% of the issued and outstanding Preferred Stock of the Issuer. In addition, Dow owns 524,539 shares of Common Stock, $0.01 par value per share, of the Issuer which constitutes approximately 35.7% of the issued and outstanding Common Stock of the Issuer. Dow has the sole power to vote and dispose of all Preferred Stock and Common Stock owned by it, except that Dow has granted the Irrevocable Proxy attached as Exhibit A to this Amendment No. 1 and has agreed with Huntsman and Whirlpool, pursuant to the Voting Agreement: (i) to vote for directors of the Issuer in the manner specified in the response to Item 4(d) above, which response is hereby incorporated by this reference; and (ii) to not sell its shares of Preferred Stock (except for redemption by the Issuer) and Common Stock for a period of two (2) years commencing on the day following the Effective Date (as defined in the Voting Agreement), which period has now expired. To the best of Dow's knowledge, none of the directors or officers of Dow beneficially own any Preferred Stock or Common Stock of the Issuer. Although Dow is a party to the Voting Agreement along with Huntsman and Whirlpool, Dow specifically disclaims the existence of any group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934; and specifically disclaims any beneficial ownership of the shares of Preferred Stock and/or Common Stock owned by either Huntsman or Whirlpool. (c)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Dow, Huntsman and Whirlpool entered into a Voting Agreement as of the Effective Date, the Basic provisions of which are described in Item 5(a)-(b) above and incorporated herein by this reference. As of January 23, 1996, Dow has granted an Irrevocable Proxy to the principals of the Purchaser to vote the Common Stock and the Preferred Stock held by Dow at any meeting of the Issuer or otherwise (i) in favor of adoption of the Agreement and Plan of Merger, dated as of November 7, 1995, as amended (the "Merger Agreement"), among the Issuer, the Purchaser and Packaging Acquisition Corp., provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration to be received by the holders of Common Shares and Preferred Shares, and (ii) against any other proposal (Including any proposals raised by, or initiated by, Purchaser or any of its affiliates) involving the merger, consolidation, sale of assets, business combination or other transaction resulting in a charge in control of the Issuer. The Irrevocable Proxy will terminate February 29, 1996. It is expected that such shares will be voted in favor of the merger. A copy of the Irrevocable Proxy is attached as Exhibit A to this Amendment No. 1. Item 7. Material to be File as Exhibits Attached hereto as an Exhibit is: Exhibit A - Irrevocable Proxy, dated January 23, 1996. 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 12, 1996 THE DOW CHEMICAL COMPANY By: \s\ J. Pedro Reinhard Title: Financial Vice President, Treasurer and Chief Financial Officer EX-24 2 IRREVOCABLE PROXY In consideration of the negotiations and discussions which have occurred to date between Dolco Packaging Corp. (the "Company"), MST Partners, L.P. ("MST L.P.") and MST Offshore Partners C.V. ("MST C.V.") (MST L.P. and MST C.V. collectively referred to as "Purchaser") and in order to induce Purchaser to execute and deliver the Agreement and Plan of Merger among Purchaser, Packaging Acquisition Corp. and the Company, dated as of November 7, 1995, as may be amended (the "Merger Agreement"), and to proceed with the merger, pursuant to which the undersigned, as (a) holder of shares of Common Stock, par value $.01 per share ("Common Stock"), of the Company, will receive an amount in cash equal to $21.00 per share, and/or (b) a holder of shares of Preferred Stock, par value $.01 per share ("Preferred Stock"), of the Company, will receive an amount in cash equal to $4.00 per share, plus accrued and unpaid dividends thereon, the undersigned hereby irrevocably appoints J. Andrew McWethy, Barry A. Solomon and Stephen A. Tuttle, and each of them, or any other designee of Purchaser, the attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of the Common Stock and Preferred Stock now owned or hereafter acquired by the undersigned which the undersigned is entitled to vote (the "Shares") at any meeting (whether annual or special and whether or not an adjourned meeting) of the Company or otherwise (i) in favor of adoption of the Merger Agreement and each of the transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to reduce the consideration to be received by the holders of shares of Common Stock and Preferred Stock, and (ii) against any other proposal (including any proposals raised by, or initiated by, Purchaser or any of its affiliates) involving the merger, consolidation, sale of assets, business combination or other transaction resulting in a change in control of the Company. This Proxy is coupled with an interest and is irrevocable. This Proxy will terminate at 5:00 p.m., Eastern Standard Time, on February 29, 1996. This Proxy shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned further agrees that it will not voluntarily sell, assign, transfer or otherwise convey any of the Shares prior to the termination of this Proxy. THE DOW CHEMICAL COMPANY By: \s\ Name: J. P. Reinhard Title: Financial Vice President, Treasurer and Chief Financial Officer Dated: As of January 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----