Document Z46d2jQxZgjrD1d3VYKxvqR20
Dale and Emily Owen,
Plaintiffs,
v.
The Dow Chemical Company and Waste Management of South Carolina, Inc.,
Defendants.
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AFFIDAVIT OF EARLE B. BARNES Case No. 95-CP-04-888
AFFIDAVIT OF EARLE B. BARNES IN SUPPORT OF THE DOW CHEMICAL COMPANY'S
MOTION FOR SUMMARY JUDGMENT
Earle B. Bames, being first duly sworn, states as follows:
1. My current mailing address is P.O'. Box 1021, Jackson, Wyoming 83001
2. I was employed by The Dow Chemical Company in various capacities from
1940 until 1982, at which time I retired. To the best of my recollection, I was first elected
to serve on Dow's Board of Directors in 1966, and I first became an officer of The Dow
Chemical Company in 1971.
3. I served on the Dow-Badische Company's Board of Directors as Chairman *
from its inception in 1958 until ) 978, at which time I resigned.
4. Sometime prior to 1958, representatives of the German company Badische
Anilin- & Soda-Fabik Akliengesellschaft (``BASF') approached representatives of The
Dow Chemical Company ("Dow") with a proposal to form a new company in the United
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Stales for the puipose of manufacturing certain chemicals, in which Dow and BASF would be equal shareholders.
5. To the best of my recollection, Dow-Badische Company was initially organized and its production centered around technology provided solely by BASF. From its inception until at least 1978, when I resigned from Dow-Badische's Board of Directors, Dow-Badische's business was based upon technology primarily provided by BASF. It is my best recollection that during this twenty (20) year period, Dow provided very little technology to Dow-Badischc pursuant to the 1958 Dow-BASF agreement to form Dow-Badischc.
6. Pursuant to the terms of the agreement between Dow and BASF organizing Dow-Badische, Dow provided marketing services for compensation to DowBadische at its inception until approximately 1965, at which time Dow-Badische took over
f
its product marketing operations 7. From 1958 until 1978,1 personally attended or was otherwise aware of
regular meetings of the Dow-Badische Board of Directors. Dow-Badische also held regular shareholder meetings.
8. It is my best recollection that Dow-Badische, from 1958 uncil 1978, maintained its own accounting and financial records, held bank accounts in its own name, prepared and filed its own annual tax returns, and generally observed corporate formalities and operated as a independent company, separate from both Dow and BASF.
9. Based on my experience as a Dow-Badischc Director, I can state that Dow did not have any right or ability to, and in fact did not exercise, control or otherwise
excessively influence Dow-Badisefae's actions or business during its period as a shareholder of Dow-Badische.
10. The statements contained in this Affidavit are based upon my own personal knowledge. If called as a witness, I will be able to testify as to the factual statements contained therein.
Further affiant saith not.
V Earle B. Bames
STATE OF WYOMING ) (SS.
COUNTY OF TSTa*J- ) Subscribed to me