EXHIBIT 1.2
The Dow Chemical Company
Pricing Agreement
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Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
December 16, 1999
Ladies and Gentlemen:
The Dow Chemical Company, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated December 16, 1999 (the "Underwriting Agreement"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Shares pursuant to Section 12 of the Underwriting Agreement
and the address of the Representatives referred to in such Section 12 are set
forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
The Dow Chemical Company
By: /s/ J. XXXXX XXXXXXXX
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Name: J. Xxxxx Xxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
Accepted as of the date hereof:
/s/ XXXXXXX, SACHS & CO.
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(Xxxxxxx, Xxxxx & Co.)
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SCHEDULE I
Number of Shares to
be purchased
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Underwriter
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Xxxxxxx, Sachs & Co................................... 3,500,000
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Total........................................... 3,500,000
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SCHEDULE II
Title of Designated Shares:
Common Stock, $2.50 par value per share
Number of Designated Shares:
3,500,000 Shares
Initial Offering Price to Public:
$125.00 per Share
Purchase Price by Underwriters:
$123.00 per Share
Form of Designated Shares:
Definitive form, to be made available for checking at least twenty-four
hours prior to the Time of Delivery at the office of The Depository Trust
Company or its designated custodian
Specified Funds for Payment of Purchase Price:
Federal (same-day) funds
Describe any blackout provisions with respect to the Designated Shares
None in addition to those set forth in the Underwriting Agreement
Time of Delivery:
9:00 a.m. (New York City time), December 21, 1999
Closing Location:
Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
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Names and Addresses of Representatives:
Designated Representatives: Xxxxxxx, Sachs & Co.
Address for Notices, etc.: 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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