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DOW > SEC Filings for DOW > Form 8-K/A on 5-May-2009All Recent SEC Filings

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Form 8-K/A for DOW CHEMICAL CO /DE/


5-May-2009

Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.
On April 1, 2009, The Dow Chemical Company (the "Company" or "Dow") filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission ("SEC") to report that, on April 1, 2009 (the "Closing Date"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 10, 2008, among the Company, 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/A is being filed to provide the financial statements described below, in accordance with the requirements of Item 9.01 of Form 8-K.
(a) Financial Statements of Business Acquired.

The audited consolidated balance sheets of Rohm and Haas Company at December 31, 2008 and December 31, 2007 and the related consolidated statements of operations, consolidated statements of cash flows and consolidated statements of stockholders' equity for each of the three years ended December 31, 2008, 2007 and 2006 are filed as Exhibit 99.1 and incorporated herein by reference.

The consolidated balance sheets of Rohm and Haas Company at March 31, 2009 and December 31, 2008, the related consolidated statements of operations and consolidated statements of cash flows for the three-month periods ended March 31, 2009 and March 31, 2008, and the consolidated statement of stockholders' equity for the three-month periods ended March 31, 2009 and 2008 are filed as Exhibit 99.2 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The required unaudited pro forma financial information with respect to the Merger is filed as Exhibit 99.3 and incorporated herein by reference.

(c) Exhibits.

 Exhibit No.                                     Description

       23.1        Consent of PricewaterhouseCoopers LLP, Independent Accountants of Rohm
                   and Haas Company.

       99.1        Audited consolidated balance sheets of Rohm and Haas Company at
                   December 31, 2008 and December 31, 2007 and the related consolidated
                   statements of operations, consolidated statements of cash flows and
                   consolidated statements of stockholders' equity for each of the three
                   years ended December 31, 2008, 2007 and 2006.

       99.2        Consolidated balance sheets of Rohm and Haas Company at March 31, 2009
                   and December 31, 2008, the related consolidated statements of operations
                   and consolidated statements of cash flows for the three-month periods
                   ended March 31, 2009 and March 31, 2008 and the consolidated statement
                   of stockholders' equity for the three-month periods ended March 31, 2009
                   and 2008.

       99.3        Unaudited pro forma combined condensed financial information.


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