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): May 3, 1995
MARION MERRELL DOW INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5829 44-0565557
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ward Parkway, Kansas City, Missouri 64114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 966-4000
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 47 Pages
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Item 5. Other Events.
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On May 3, 1995, the Registrant announced that it had entered into
an agreement, subject to certain conditions precedent, with The Dow
Chemical Company ("DCC"), Hoechst Corporation ("Parent") and H Pharma
Acquisition Corp. ("Acquisition"), providing for the merger of Acquisition
with and into the Registrant, whereby the Registrant would be the surviving
corporation and a wholly-owned subsidiary of Parent. A copy of the
Agreement and Plan of Merger is attached hereto as Exhibit 2 and
incorporated herein by reference.
A copy of a press release issued by the Registrant on May 4,
1995, is attached hereto as Exhibit 99 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit 2 Agreement and Plan of Merger dated May 3, 1995, by
and among Marion Merrell Dow Inc., The Dow
Chemical Company, Hoechst Corporation and H Pharma
Acquisition Corp.
Exhibit 99 Press Release issued by the Registrant on May 4,
1995.
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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.
MARION MERRELL DOW INC.
By: /s/ William K. Hoskins
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Name: William K. Hoskins
Title: Vice President, General Counsel
and Corporate Secretary
Date: May 9, 1995
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EXHIBIT INDEX
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Exhibit Description Page
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# 2 Agreement and Plan of Merger dated May 3, 5
1995, by and among Marion Merrell Dow
Inc., The Dow Chemical Company, Hoechst
Corporation and H Pharma Acquisition Corp.
#99 Press Release issued by the Registrant on 45
May 4, 1995.