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): July 18, 1995 HOECHST MARION ROUSSEL, INC. (Exact name of registrant as specified in its charter) Delaware 1-5829 44-0565557 - -------------- --------------- -------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 9300 Ward Parkway, Kansas City, Missouri 64114 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (816) 966-4000 -------------- MARION MERRELL DOW INC. - -------------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 6 Pages 2 Item 5. Other Events. ------------- On July 18, 1995, H Pharma Acquisition Corp., a Delaware corporation ("Acquisition"), was merged with and into the Registrant, formerly named Marion Merrell Dow Inc. (the "Company"), pursuant to the Agreement and Plan of Merger dated as of May 3, 1995 (the "Merger Agreement"), by and among the Company, The Dow Chemical Company, Hoechst Corporation ("Parent") and Acquisition. Pursuant to the terms of the Merger Agreement, Registrant was the surviving corporation and became a wholly owned subsidiary of Parent. A copy of a press release issued by the Registrant on July 18, 1995 announcing the merger is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. Exhibit 99 Press Release issued by the Registrant on July 18, 1995. 3 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. HOECHST MARION ROUSSEL, INC. Date: July 18, 1995 By: /s/ William K. Hoskins ---------------------- Name: William K. Hoskins Title: Vice President, General Counsel and Corporate Secretary 4 EXHIBIT INDEX ------------- Exhibit Description Page - ------- ----------- ---- 99 Press Release issued by the Registrant 5 on July 18, 1995