-----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, QEaqrlsX2lstJ5CCENhv5l41S7AjVrRBGdnsH/NzdNe51oEei9KDL/LZjB59OVU3 uDUbLkd5rQ9Nb847HODiCQ== 0000947871-09-000432.txt : 20090611 0000947871-09-000432.hdr.sgml : 20090611 20090611140731 ACCESSION NUMBER: 0000947871-09-000432 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090609 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090611 DATE AS OF CHANGE: 20090611 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: 09886625 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 ss66079_8k.htm
 
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): June 9, 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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
Item 3.02
Unregistered Sales of Equity Securities

 
On June 9, 2009, The Dow Chemical Company (the “Company”) issued 30,997,900 shares of the Company’s common stock, par value $2.50 per share (the “Common Stock”) to certain trusts established by members of the Haas family (the “Haas Trusts”), upon the automatic conversion of 500,000 shares of the Company’s Cumulative Convertible Perpetual Preferred Stock, Series C (the “Preferred Stock”) held by the Haas Trusts.  Pursuant to the terms set forth in the certificate of designations relating to the Preferred Stock, as amended, the number of shares of Common Stock issued upon such conversion was determined by dividing the sum of one-tenth of the liquidation preference of each share of Preferred Stock by 95% of the volume-weighted average price per share of the Common Stock for each of the trading days within the 10 full trading day period commencing on and including May 26, 2009.  The Haas Trusts sold all of the 30,997,900 shares of Common Stock in connection with a forward sale offering conducted pursuant to a prospectus supplement previously filed by the Company.  The forward sale offering was completed on June 9, 2009.  Following the issuance of the Common Stock upon the conversion of the Preferred Stock, such shares will be included in the Company’s calculation of both the basic and diluted earnings per share beginning on June 9, 2009.  In connection with the issuance of Common Stock upon conversion of the Preferred Stock, the Company relied on the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
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:  June 11, 2009
 
 
  The Dow Chemical Company  
         
         
  By: /s/ William H. Weideman  
    Name:  William H. Weideman  
    Title: 
Vice President and Controller
  
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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