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8-K Form - Current report, items 7.01 and 9.01 - DOW CHEMICAL CO /DE/ (0000029915) (Filer)

8-K1ss153259_8k.htmCURRENT REPORT

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

 

Date of Report (Date of earliest event reported):

October 11, 2019

 

Commission

File Number

 

Exact Name of Registrant as Specified in its Charter,

Principal Office Address and Telephone Number

 

State of

Incorporation or

Organization

 

I.R.S. Employer

Identification No.

001-38646   Dow Inc.   Delaware   30-1128146
    2211 H.H. Dow Way, Midland, MI 48674        
    (989) 636-1000        
             
001-03433   The Dow Chemical Company   Delaware   38-1285128
    2211 H.H. Dow Way, Midland, MI 48674        
    (989) 636-1000        

 

Not applicable

(Former name or former address, if changed sincelast report)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))

 

Securities registered pursuant to Section 12(b)of the Act:

Registrant Title of each class Trading Symbol(s) Name of each exchange on which registered
Dow Inc. Common Stock, par value $0.01 per share DOW New York Stock Exchange
The Dow Chemical Company 4.625% Notes due October 1, 2044 DOW/44 New York Stock Exchange

 

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐ 

If an emerging growth company, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

 

 

 

   

 

Item 7.01 Regulation FD Disclosure

 

The press releaseof The Dow Chemical Company (the “Company”), announcing a full redemption of its 4.125% Notes due 2021 isfurnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information includedin this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities ofthat section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or theSecurities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

 
   
Exhibit No. Exhibit Description
   
99.1 Press Release of The Dow Chemical Company, dated October 11, 2019, announcing a full redemption of the Company’s 4.125% Notes due 2021

 

 

   

 

SIGNATURE

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto dulyauthorized.

 

 

DOW INC.

THE DOW CHEMICAL COMPANY

 

 

 

Date: October 11, 2019 /s/ Ronald C. Edmonds
  Ronald C. Edmonds
  Controller and Vice President of Controllers and Tax