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): December 31, 2008
 
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 8.01 
Other Events
 
On December 31, 2008, The Dow Chemical Company (the “Company”) received from Petrochemical Industries Company (“PIC”), a wholly owned subsidiary of Kuwait Petroleum Corporation, a written notice (the “Notice”) with respect to the Joint Venture Formation Agreement, dated November 28, 2008 (the “JVFA”), between the Company and PIC.  In the Notice PIC advised the Company of its position that conditions to closing were not satisfied and therefore PIC was not obligated to close on January 2, 2009.  A copy of the Notice is filed as Exhibit 99.1 hereto.
 
The Company disagrees with the above described characterizations and conclusions expressed by PIC in the Notice.  PIC was obligated to close the transactions contemplated by the JVFA on January 2, 2009, but due to PIC’s failure to perform its obligations, closing under the JVFA was not consummated.   The Company will fully enforce its rights under the JVFA and will pursue remedies available to it.
 
 
Item 9.01 
Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
 
99.1 
Notice from Petrochemical Industries Company, dated December 31, 2008
 
 
 
 
 
 
 
 
 
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:  January 6, 2009
 
 
  The Dow Chemical Company  
         
         
 
 By:   /s/ WILLIAM H. WEIDEMAN  
    Name:   William H. Weideman  
    Title:  Vice President and Controller