Item 3.02 Unregistered Sales of Equity Securities
On June 9, 2009, The Dow Chemical Company (the "Company") issued 30,997,900
shares of the Company's common stock, par value $2.50 per share (the "Common
Stock") to certain trusts established by members of the Haas family (the "Haas
Trusts"), upon the automatic conversion of 500,000 shares of the Company's
Cumulative Convertible Perpetual Preferred Stock, Series C (the "Preferred
Stock") held by the Haas Trusts. Pursuant to the terms set forth in the
certificate of designations relating to the Preferred Stock, as amended, the
number of shares of Common Stock issued upon such conversion was determined by
dividing the sum of one-tenth of the liquidation preference of each share of
Preferred Stock by 95% of the volume-weighted average price per share of the
Common Stock for each of the trading days within the 10 full trading day period
commencing on and including May 26, 2009. The Haas Trusts sold all of the
30,997,900 shares of Common Stock in connection with a forward sale offering
conducted pursuant to a prospectus supplement previously filed by the
Company. The forward sale offering was completed on June 9, 2009. Following the
issuance of the Common Stock upon the conversion of the Preferred Stock, such
shares will be included in the Company's calculation of both the basic and
diluted earnings per share beginning on June 9, 2009. In connection with the
issuance of Common Stock upon conversion of the Preferred Stock, the Company
relied on the exemption from registration afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.
