dow8k20091030.htm
 
The Dow Chemical Company and Subsidiaries
 
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):
October 30, 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
(I.R.S. Employer Identification No.)
 
 
 
 
 
2030 DOW CENTER, MIDLAND, MICHIGAN  48674
(Address of principal executive offices)  (Zip Code)
 
Registrant's telephone number, including area code:  989-636-1000
 
Not applicable
(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:
 
[  ] 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))
 


 
 
 
 
 The Dow Chemical Company and Subsidiaries
 
 
Item 8.01                      Other Events.
 
On April 1, 2009 (the “Closing Date”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated July 10, 2008, among The Dow Chemical Company (the “Company” or “Dow”), Ramses Acquisition Corp., a direct, wholly owned subsidiary of the Company (“Merger Subsidiary”), and Rohm and Haas Company (“Rohm and Haas”), Merger Subsidiary merged with and into Rohm and Haas (the “Merger”), with Rohm and Haas continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company. This Current Report on Form 8-K is being filed to provide pro forma statements of operations for 2008 and the first nine months of 2009, to illustrate the effects of the Company’s acquisition of Rohm and Haas and reflect financing arrangements in place at October 1, 2009.
 
 
(a)
Pro Forma Financial Information.
Unaudited pro forma financial information as of September 30, 2009 (and reflecting financing arrangements in place at October 1, 2009) with respect to the Merger is filed as Exhibit 99.1 and incorporated herein by reference.

 
(b)
Exhibits.

Exhibit No.                                                                                           Description

 
99.1
Unaudited pro forma combined condensed financial information.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
THE DOW CHEMICAL COMPANY
  
Registrant

Date:
October 30, 2009
  

 
/s/  WILLIAM H. WEIDEMAN
  
 
William H. Weideman
  
 
Vice President and Controller
  

 
2
 

 
EXHIBIT INDEX
 
Exhibit No.
Description
 
 
Unaudited pro forma combined condensed financial information.
 

 
3