Registration No. 33-26185
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Union Carbide Corporation
(Exact name of registrant as specified in its charter)
New York 13-1421730
(State of Incorporation) (IRS Employer Identification No.)
39 OLD RIDGEBURY ROAD
DANBURY, CT 06817-0001
(203) 794-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Joseph E. Geoghan, Vice-President, General Counsel and Secretary
(Agent for service; same address and telephone number as above)
The Prospectus which is part of this Post-Effective Amendment
No. 3 to the Registration Statement also relates to Registration
Statements Nos. 2-91919 and 33-5161. This statement is made
pursuant to Rule 429(b).
UNION CARBIDE CORPORATION
Dividend Reinvestment and Stock Purchase Plan
Prospectus
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May 2, 1994.
Additional Information
Union Carbide Corporation (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "Exchange Act") and in accordance therewith files with the
Securities and Exchange Commission ("SEC") reports, proxy
statements, and other information, which can be inspected and
copied at the SEC's offices at Judiciary Plaza, 450 5th Street,
N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the SEC's Public
Reference Section at Judiciary Plaza, 450 5th Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Copies of such
material also can be inspected at the offices of the New York,
Chicago and Pacific Stock Exchanges.
Documents Incorporated by Reference
The following documents are incorporated by reference into this
Prospectus:
(a) The Corporation's annual report on Form 10-K for the year
ended December 31, 1993.
(b) All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
Anyone who receives this Prospectus may obtain without
charge a copy of any of the documents incorporated herein by
reference (except exhibits to such documents). Please direct
requests to: Union Carbide Corporation, Dividend Reinvestment,
Shareholder Services, G-1, 39 Old Ridgebury Road, Danbury,
Connecticut 06817-0001. Shareholder Services may be reached by
telephone at 203-794-2212.
Union Carbide Corporation
Union Carbide Corporation is a major industrial corporation
engaged in the chemicals and plastics business.
Union Carbide Corporation's principal executive offices are
at 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001
(telephone: 203-794-2000).
The term "Corporation" means Union Carbide Corporation.
References to the "Corporation's stock" means the Corporation's
common stock.
The Plan
This Prospectus pertains to 6,000,000 shares of the Corporation's
common stock registered for sale under the Plan defined below.
The Corporation has reserved such shares for sale under the Plan
out of its authorized but unissued common stock or its treasury
stock.
It is suggested that this Prospectus be retained for future
reference.
The following question-and-answer statement defines the Dividend
Reinvestment and Stock Purchase Plan (the "Plan") of the
Corporation.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares
of the Corporation's stock with a simple and convenient method of
investing cash dividends and optional cash payments in shares of
the Corporation's stock without payment of any brokerage
commission or service charge.
Participating Options
2. What options are available to participants in the Plan?
As a participant in the Plan:
(a) You may have cash dividends on all of your shares
automatically reinvested, and make optional cash purchases
of not less than $25 each purchase up to a total of $1,000
in any calendar month.
(b) You may make optional cash purchases of not less than $25
each purchase up to a total of $1,000 in any calendar
month, whether or not your cash dividends are being
reinvested.
Advantages
3. What are the advantages of the Plan?
(a) No commission or service charge will be paid by you in
connection with purchases under the Plan.
(b) Your funds will be fully invested because the Plan permits
fractions of shares to be credited to your account.
Dividends on such fractions, as well as on full shares, will
be reinvested in additional shares and such shares credited
to your account.
(c) You will avoid the need for safekeeping of stock
certificates for shares credited to your account under the
Plan.
(d) Regular quarterly statements from the Corporation reflecting
all current activity in your account, including purchases
and latest balance, will simplify your recordkeeping.
Administration
4. Who administers the Plan for participants?
The Corporation, through its Shareholder Services, administers
the Plan, keeps records, sends statements of account to each
participant, and performs other duties related to the Plan. The
Corporation may adopt rules and regulations to facilitate its
administration of the Plan. The Corporation, through its
Shareholder Services, also acts as dividend disbursing and
transfer agent for the Corporation's common stock.
Shareholder Services may be reached at the address set forth
at Question 37.
Enrollment
5. Who is eligible to participate?
If you are a stockholder and have shares registered in your name,
you are eligible to participate in the Plan. If your stock is
registered in a name other than your own (e.g., in the name of a
broker or bank nominee) and you want to participate, you should
ask the nominee holding your shares for you to make appropriate
arrangements with the Corporation, or you should become a
stockholder of record by having a part or all of your shares
transferred to your own name.
However, you will not be eligible to participate in the Plan
if you reside in a jurisdiction in which it is unlawful or unduly
burdensome for the Corporation to let you participate.
6. When may an eligible stockholder join the Plan?
As an eligible stockholder, you may join the Plan at any time.
Your enrollment will become effective as described below at
Question 11.
7. How does an eligible stockholder join the Plan?
As a holder of record of the Corporation's stock, you may join
the Plan by signing an Enrollment Form and returning it to the
Corporation. Where the stock is registered in more than one name
(i.e., joint tenants, trustees, etc.), all registered holders
must sign.
As a stockholder of record, you may obtain an Enrollment
Form at any time by writing to the address set forth at Question
37.
8. Is partial participation possible under the Plan?
No. An eligible stockholder may elect to enroll in the Plan
either all or none of the Corporation's stock registered in his
name and may reinvest the dividends on all but not less than all
of the shares that are enrolled in the Plan.
9. For what options does the Enrollment Form provide?
The Enrollment Form provides for the purchase of additional
shares of the Corporation's stock through the following
investment options:
(a) "Full Dividend Reinvestment" directs the Corporation to
invest in accordance with the Plan all of your cash
dividends on all of the shares then or subsequently
registered in your name, and also permits you to make
optional cash payments for the purchase of additional shares
in accordance with the Plan.
(b) "Optional Cash Purchases Only" permits you to make optional
cash payments for the purchase of additional shares in
accordance with the Plan, without reinvesting dividends on
those shares held by you outside of the Plan.
You may select the dividend reinvestment option or the
optional cash purchase option. However, in all cases, cash
dividends on all of the shares held by the Corporation for your
account under the Plan will be reinvested in accordance with the
Plan, including dividends on such shares purchased with optional
cash payments.
The Enrollment Form also appoints the Corporation to be
agent for you and directs the Corporation to apply cash dividends
as directed by you, and any optional cash payments you might
make, to the purchase of shares in accordance with the terms of
the Plan.
10. How may a participant change options under the Plan?
As a participant, you may change your investment options at any
time by requesting a new Enrollment Form and returning it to the
Corporation at the address set forth at Question 37. (See also
Questions 7, 9 and 11.)
11. When does enrollment in the Plan become effective?
Your signed Enrollment Form will be processed as quickly as
possible after its receipt by the Corporation, and you will be
sent an Enrollment Confirmation which will confirm the date on
which your enrollment became effective.
You may send the Corporation your first optional cash
purchase order at the same time as you submit your Enrollment
Form. Optional cash purchase orders so received will be applied
to the purchase of shares as described at Question 18 below. If
you wish to begin your participation with a cash purchase on a
particular Purchase Date, you should be sure that the Corporation
receives your Enrollment Form and purchase order at least 48
hours prior to the Purchase Date in question. (See also Question
20.)
If you have elected to reinvest dividends on your shares,
reinvestment of your dividends will take place as follows:
(a) If your signed Enrollment Form is received by the
Corporation on or prior to the Record Date for the next
dividend payment, reinvestment of your dividends will begin
with that payment.
(b) If your signed Enrollment Form is received by the
Corporation after the Record Date for the next dividend
payment, reinvestment of your dividends will begin with the
next following dividend payment.
(For discussion of Record Dates and Dividend Payment Dates,
see Question 12.)
Purchases
12. When are the Record Dates and Dividend Payment Dates for the
Corporation's dividends?
You should not assume that the Corporation will always pay
dividends or pay them in any particular amount.
For a given dividend, the Corporation will announce the
Dividend Payment Date and corresponding Record Date before the
Record Date in question. For the regular quarterly dividends of
the Corporation, Dividend Payment Dates are ordinarily the first
business days of March, June, September and December. Record
Dates for such regular quarterly dividends will ordinarily fall
between the tenth and fifteenth days of the month preceding the
corresponding Dividend Payment Date.
The Corporation currently has no plans to declare any
special or extraordinary dividends or distributions. However,
should any such special dividend be declared, the Record Dates
and Dividend Payment Dates for it will be announced by the
Corporation, and the amount due on shares enrolled in the Plan
will be paid to your account under the Plan and invested in
accordance with the Plan, subject to your right to withdraw at
any time.
13. When will shares be purchased under the Plan?
Optional cash payments received by the Corporation will be
applied to the purchase of shares once each month on the purchase
date for that month, which will generally be the last business
day of the month (the "Purchase Date"). (See Question 20.)
Dividends reinvested under the Plan will be applied to the
purchase of shares on the dates that the dividends are paid. The
Dividend Payment Dates for regular quarterly dividends are
ordinarily the first business days of March, June, September and
December.
14. What will be the price of the shares purchased under the
Plan?
The purchase price per share of shares purchased for you under
the Plan with your reinvested dividends on any Dividend Payment
Date will be the average of the high and low sales prices of the
shares reported as New York Stock Exchange - Composite
Transactions on that Dividend Payment Date.
The purchase price per share of shares purchased with
optional cash payments will be the average of the high and low
sales prices of the shares reported as New York Stock Exchange -
Composite Transactions on the Purchase Date on which the optional
cash payments in question are invested.
If there is no trading in the shares, reported as New York
Stock Exchange - Composite Transactions, for a substantial amount
of time on any such Dividend Payment Date or Purchase Date, the
purchase price per share will be determined by the Corporation on
the basis of such market quotations, with or without adjustment,
as it shall deem appropriate. No shares will be sold by the
Corporation to participants in the Plan at less than the par
value of such shares.
15. How many shares will be purchased for participants?
The number of shares purchased for you depends on the amount of
your dividends or optional cash payments and the purchase price
per share. Your account will be credited with that number of
shares, including fractions computed to three decimal places,
equal to your total amount to be invested divided by the
applicable purchase price per share. Please note that the Plan is
designed to sell the appropriate number of shares corresponding
to particular dollar amounts provided by participants. The
Corporation will not accept orders to purchase a specific number
of shares, to purchase at specific prices, or to purchase on days
other than the next applicable Dividend Payment Date or Purchase
Date.
16. Are there any out-of-pocket costs to participants in
connection with purchases under the Plan?
No. All costs of administration of the Plan are to be paid by the
Corporation. There are no brokerage fees or commissions on shares
purchased under the Plan because shares are purchased from the
Corporation. (You may incur income taxes as a result of
participation in the Plan as discussed in Question 23.)
17. Will shares purchased through the Plan earn dividends?
Yes. All shares of record held for your account under the Plan,
including fractional shares, will be entitled to any dividends
declared by the Corporation.
All cash dividends payable on all shares credited to your
account under the Plan, whether such shares were purchased with
reinvested dividends or with optional cash payments, will be
automatically reinvested in additional shares at the market price
average, as set forth in Question 14.
Only shares held as of the Record Date for a given dividend
are entitled to that dividend. Thus shares acquired after the
Record Date for a given dividend, but before the Dividend Payment
Date for that dividend, will not be entitled to that particular
dividend, but will be entitled to any subsequent dividend for
which they are shares of record. (See also Questions 12 and 21.)
Optional Cash Purchases
18. How do optional cash purchases work?
Optional cash payments will be applied to the purchase of shares
once each month, as described at Question 13. Payments received
from you at least 48 hours prior to a Purchase Date will be
applied by the Corporation to the purchase of additional shares
on that Purchase Date. Payments received from you later than 48
hours prior to a given Purchase Date will be applied to the
purchase of shares on the next succeeding Purchase Date.
Purchases made through optional cash payments will be made at the
market price average as set forth in Question 14. Dividends
payable on shares purchased with optional cash payments will be
automatically reinvested in additional shares at the market price
average as set forth in Question 14.
19. How are optional cash purchases made?
The option to make cash purchases is available only to those who
join the Plan by signing an Enrollment Form. You may make your
initial cash purchase at the same time as you return your
Enrollment Form, or at a subsequent date.
Each optional cash payment made by you must be at least $25,
and such purchases cannot, in any one calendar month, exceed
$1,000 for any participant. You may make several payments at
different times to be applied toward the purchase on a given
Purchase Date. Each cash payment received by the Corporation will
be acknowledged by a receipt.
To make a cash purchase, you should write a check or money
order payable to Union Carbide Corporation and send it to the
address set forth at Question 37. You need not send the same
amount of money each time a purchase is made, and there is no
obligation to make any particular number of purchases.
Your optional cash payments must be made by check or money
order payable in United States dollars.
20. When will optional cash payments received by the Corporation
be invested?
Optional cash payments received by the Corporation will be
applied to the purchase of stock once each month on the Purchase
Date for that month. On a given Purchase Date, the Corporation
will invest all optional cash payments received at least 48 hours
before the Purchase Date. No interest will be paid on funds
received by the Corporation and held prior to their investment.
To insure that your optional cash payments arrive at least
48 hours prior to a given Purchase Date, so that a purchase for
your account will be made on that date, you should mail your
payment early. You may date your check for no later than two days
prior to the next Purchase Date, in which case it will be held by
the Corporation and deposited then.
21. When will dividends be paid on shares purchased through
optional cash payments?
Only shares purchased prior to the Record Date for a given
dividend are entitled to that dividend. The Corporation's regular
quarterly dividends are ordinarily paid on Dividend Payment Dates
occurring on the first business days of March, June, September
and December. The corresponding Record Dates for those dividends
are ordinarily between the tenth and fifteenth days of February,
May, August and November, respectively.
Shares purchased through optional cash payments will be
entitled to the first dividend paid by the Corporation after the
first Record Date following the Purchase Date on which the shares
were purchased. Thus, for example, shares purchased on the
September 30 or October 31 Purchase Dates usually will be
entitled to any dividend paid on December 1. Shares purchased on
the November 30 Purchase Date will not be entitled to the
December 1 dividend payment, but will be entitled to any dividend
paid on the following March 1, and so on.
Please note that cash payments received by the Corporation
later than 48 hours prior to the Purchase Dates in January,
April, July or October will be applied to the purchase of shares
on the Purchase Dates in February, May, August or November,
respectively. Shares so purchased therefore will not be entitled
to the regular dividend paid on the Dividend Payment Dates in
March, June, September and December, respectively, but will be
entitled to the next dividend thereafter. All dividends earned on
shares purchased through optional cash payments will be
automatically reinvested in additional shares. (See Question 17.)
22. Under what circumstances will optional cash payments be
returned?
Optional cash payments received by the Corporation will be
returned to you upon written request received at least 48 hours
prior to the Purchase Date on which the payments would otherwise
have been invested.
Taxes
23. What are the income tax consequences of participation in the
Plan?
In the opinion of counsel for the Corporation, participation in
the Plan should result in the federal income tax consequences
described below for taxable individuals or entities who are
citizens or residents of the United States. You are urged to
consult your own tax advisor to determine the particular tax
consequences that may result from your participation in the Plan
and the subsequent disposal by you of shares purchased pursuant
to the Plan.
Under the federal tax laws, you will realize taxable
dividend income on each Dividend Payment Date equal to the fair
market value of the shares acquired with your reinvested
dividends on that Dividend Payment Date. That fair market value
will equal the amount of the cash dividends which otherwise would
have been paid to you. The purchase price, as used for tax
purposes, of shares purchased with reinvested dividends will be
the amount of the reinvested dividends.
Since shares will be purchased at the fair market value
computed on the Dividend Payment Date, and not at a discount, no
additional taxable income will result from the reinvestment of
any dividend payment. The "fair market value" of shares acquired
with reinvested dividends, as the term is used in this section
dealing with taxes, will be the average of the high and low sales
prices per share, reported as New York Stock Exchange - Composite
Transactions for the Dividend Payment Date, multiplied by the
number of shares purchased.
The purchase price, as used for tax purposes, of shares
purchased with optional cash payments will be the amount of such
optional cash payments.
The holding period for shares acquired with reinvested
dividends will begin on the day following the Dividend Payment
Date on which shares were purchased. The holding period for
shares acquired with optional cash payments will begin on the day
following the Purchase Date.
You will not realize any taxable income when you receive a
certificate for whole shares credited to your account, either
upon your request for issue to you of a certain number of those
shares or upon withdrawal from or termination of the Plan. There
will be no additional taxable income by reason of the Corporation
bearing the cost of administration of the Plan.
You may realize a gain or loss when shares are sold or
exchanged, whether such sale or exchange is pursuant to your
request to withdraw from the Plan (see Question 28) or takes
place after withdrawal from or termination of the Plan. You may
also realize a gain or loss if you withdraw from the Plan and
receive a cash payment for a fraction of a share credited to your
account. The amount of such gain or loss will be the difference
between the amount you receive for the shares or fraction of a
share and the purchase price of the shares, as the purchase price
is defined above for tax purposes.
24. How are income tax withholding provisions applied to
participants in the Plan?
If you are a stockholder whose dividends are subject to United
States income tax withholding, the amount of the tax to be
withheld will be deducted from the amount of dividends to
determine the amount of dividends to be reinvested.
Reports to Participants
25. What kinds of reports will be sent to participants in the
Plan?
As soon as practical after each Dividend Payment Date, a
quarterly statement of account will be mailed to you by the
Corporation. These statements are your continuing record of
current activity plus the cost of your purchases and should be
retained for tax purposes. In addition, you will be sent copies
of other communications sent to holders of the Corporation's
stock, including the Corporation's interim reports, annual
report, the notice of annual meeting, proxy statement, and the
information you will need for reporting your dividend income for
federal income tax purposes.
Certificates for Shares
26. Will certificates be issued for shares purchased?
Only if you request them. Shares purchased through the Plan will
be credited to your account under your name, but they will not be
registered in your name. Certificates will not be issued to you
for shares credited to your account unless you request the
Corporation in writing to do so or unless your account is
terminated. The number of shares credited to your account under
the Plan will be shown on the quarterly statement of your
account. This service eliminates the need for safekeeping by you
to protect against loss, theft or destruction of stock
certificates.
At any time, you may request in writing that the Corporation
send you a certificate for all or part of the whole shares
credited to your account. The request should be mailed to the
address set forth at Question 37. A certificate will be issued
within ten business days after receipt of your request, except as
provided at Question 29.
Any remaining whole shares and fraction of a share will
continue to be credited to your account.
Shares credited to your account under the Plan may not be
pledged or assigned and any purported pledge or assignment shall
be void. If you want to pledge or assign shares enrolled in the
Plan, you must request that a certificate for such shares be
issued in your name.
Certificates for fractional shares will not be issued under
any circumstances.
27. In whose name will certificates be registered when issued to
participants?
Accounts under the Plan are maintained in the name in which your
securities are registered at the time you enter the Plan.
Consequently, certificates for whole shares purchased under the
Plan will be similarly registered when issued to you upon your
request. Should you want these shares registered and issued in a
different name, you must so indicate in a written request. This
would constitute reregistration, and you would be responsible for
any transfer taxes that may be due and for compliance with any
applicable transfer requirements.
Termination of Participation
28. How does a participant terminate participation in the Plan?
In order to terminate participation in the Plan, you must notify
the Corporation in writing that you wish to do so. Such notice
should be sent to the address set forth at Question 37. You may
also notify the Corporation by facsimile transmission at the
number set forth at Question 37.
Upon termination, you may elect to receive:
(a) stock certificates for full shares held for your
account in the Plan, plus a check for the proceeds from
the sale of any fractional share; or
(b) a check for the proceeds from the sale of all shares
held for your account, including any fractional share.
The sale proceeds of any sale of your shares, including any
fractional share, will be net of any brokerage fees or
commissions and any applicable transfer tax. The sale will be
made by the Corporation for your account, at market, within ten
business days after receipt of your request, except as provided
at Question 29.
Please note that if you sell or otherwise transfer shares
enrolled in the Plan but not held in your Plan account by the
Corporation, participation in the Plan for those shares will
terminate. However, any shares held in your Plan account will
continue to participate until you terminate their participation
and receive either a stock certificate or a check, as explained
above.
29. When may a participant terminate participation in the Plan?
You may request termination of your participation in the Plan at
any time. However, you should allow for several weeks from the
time you request termination until you receive a certificate for
your shares held in the Plan, or a check for the proceeds of
their sale, as described in Question 28.
Any optional cash payment sent to the Corporation prior to a
request for termination will be invested prior to termination
unless return of the amount is expressly requested in the request
for termination and the request for termination is received at
least 48 hours prior to the Purchase Date on which the payments
would otherwise have been invested.
If a request to terminate is received on or after the Record
Date for a dividend, termination will not take place until after
the corresponding Dividend Payment Date. Any cash dividend paid
on that Dividend Payment Date will be reinvested for your
account. The request for termination will then be processed as
promptly as possible following such Dividend Payment Date.
All subsequent dividends will be paid to you by check unless
you re-enroll in the Plan, which you may do at any time.
Other Information
30. What happens when a participant sells or transfers all of
the shares registered in his name?
If you dispose of all the shares registered in your name, the
Corporation will continue to reinvest any dividends received
after your disposition of shares (for example, if the shares are
disposed of after the Record Date and before the Dividend Payment
Date), subject to your right to withdraw from the Plan at any
time.
31. What happens when a participant sells or transfers some but
not all of the shares registered in his name?
If you have elected the "Dividend Reinvestment" option described
at Question 9, and you dispose of a portion of the shares
registered in your name, then the Corporation will continue to
reinvest the dividends on the remainder of the shares which are
registered in your name and enrolled in the Plan.
32. If the Corporation has a rights offering, how will the
rights on the Plan shares be handled?
If you are entitled to participate in a rights offering, your
entitlement will be based upon your total holdings of whole
shares, including whole shares credited to your account under the
Plan. Rights certificates will not be issued for fractional
shares.
33. What happens if the Corporation issues a dividend payable in
stock or declares a stock split?
Any dividend payable in stock or split shares distributed by the
Corporation on shares credited to your account under the Plan
will be added to your account.
Stock dividends or split shares distributed on shares
registered in your name will be mailed directly to you in the
same manner as to stockholders who are not participating in the
Plan.
34. How will a participant's shares held by the Corporation be
voted at stockholders' meetings?
Shares held by the Corporation for you will be voted as you
direct.
A proxy card will be sent to you in connection with any
annual or special meeting of stockholders, as in the case of
stockholders not participating in the Plan.
This proxy will apply to all whole shares registered in your own
name, if any, as well as to all whole shares credited to your
account under the Plan and, if properly signed, will be voted in
accordance with the instructions that you give on the proxy card.
As in the case of non-participating stockholders, if no
instructions are indicated on a properly signed and returned
proxy card, all of your whole shares - those registered in your
name, if any, and those credited to your account under the Plan -
will be voted in accordance with the recommendations of the
Corporation's management. If the proxy card is not returned or is
returned unsigned, your shares will be voted only if you or a
duly appointed representative vote in person at the meeting.
35. What are the responsibilities of the Corporation under the
Plan?
The Corporation will not be liable under the Plan for any act
done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out
of failure to terminate your account upon your death or
fluctuation in market value of the Corporation's stock.
You should not assume that the Corporation will always pay
dividends or pay them in any particular amount.
You should recognize that the Corporation cannot assure you
of a profit or protect you against a loss on the shares purchased
by you under the Plan.
36. May the Plan be changed or discontinued?
Notwithstanding any other provisions of the Plan, the Board of
Directors of the Corporation or any committee thereof reserves
the right to amend, modify, suspend or terminate the Plan at any
time, including the period between a Record Date and a Dividend
Payment Date. Notice of any material amendment or modification,
or of any suspension or termination, will be mailed to all
participants.
Upon a termination of the Plan, any uninvested optional cash
payments will be returned, a certificate for whole shares
credited to your account under the Plan will be issued, and a
cash payment will be made for any fraction of a share credited to
your account. Such cash payment will be based on the closing
price of the Corporation's stock reported as New York Stock
Exchange - Composite Transactions for such date or dates as are
set forth in the notice of termination.
The Corporation reserves the right to terminate the
participation of any participant who, in the Corporation's
opinion, is abusing the Plan or causing undue expense.
37. How may stockholders obtain answers to other questions
regarding the Plan?
Write to: Union Carbide Corporation, Dividend Reinvestment,
Shareholder Services, G-1, 39 Old Ridgebury Road, Danbury,
Connecticut 06817-0001. Shareholder Services may be reached by
telephone at 203-794-2212 or facsimile at 203-794-3357.
Use of Proceeds
The Corporation does not know either the number of shares that
will ultimately be purchased under the Plan or the prices at
which such shares will be sold. The Corporation intends to use
the proceeds it receives from sales of shares for general
corporate purposes, including capital expenditures and repayment
of debt. The Corporation is unable to estimate the amount of the
proceeds that will be devoted to any specific purposes.
Experts
The financial statements and related schedules included or
incorporated by reference in the Corporation's Annual Report on
Form 10-K have been examined by KPMG Peat Marwick, independent
auditors, and Price Waterhouse, independent accountants, to the
extent and for the periods indicated in their reports included
therein and are incorporated by reference in this Prospectus in
reliance upon the authority of said firm as experts in accounting
and auditing.
EXPLANATORY NOTE
For purposes of this Post-Effective Amendment No. 3 to Form
S-3 Registration Statement No. 33-26185 (the "Registration
Statement"), the term "Corporation" or "Pre-Merger UCC" shall
mean, for all periods prior to May 1, 1994, Union Carbide
Corporation ("UCC") and its wholly owned subsidiary, Union
Carbide Chemicals and Plastics Company Inc. ("UCC&P"). On April
27, 1994, the shareholders of Union Carbide Corporation voted to
merge UCC into its wholly owned subsidiary, UCC&P (the "Merger").
For all periods including and subsequent to May 1, 1994, the
effective date of the Merger, the term "Corporation" or "Post-
Merger UCC" shall mean the surviving company, UCC&P, which is
known as Union Carbide Corporation.
Pursuant to Rule 414(d) under the Securities Act of 1933
("Rule 414(d)"), Post-Merger UCC hereby expressly adopts as its
own, for all purposes of the Securities Act of 1933 and the
Securities Exchange Act of 1934, this Registration Statement
applicable to the Union Carbide Corporation Dividend Reinvestment
and Stock Purchase Plan (the "Plan") previously filed by Pre-
Merger UCC.
This Post-Effective Amendment No. 3 also relates to
Registration Statements Nos. 2-91919 and 33-5161 which are also
expressly adopted by Post-Merger UCC as its own pursuant to Rule
414(d).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Inapplicable.
Item 15. Indemnification of Directors and Officers.
Sections 721 through 726 of the New York Business
Corporation Law provide for indemnification of directors and
officers. If a director or officer is successful on the merits
or otherwise in a legal proceeding, he must be indemnified to the
extent he was successful. Further, indemnification is permitted
in both third-party and derivative suits if he acted in good
faith and for a purpose he reasonably believed was in the best
interest of the Corporation, and if, in the case of a criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
Indemnification under this provision applies to judgments,
fines, amounts paid in settlement and reasonable expenses, in the
case of third party actions, and amounts paid in settlement and
reasonable expenses, in the case of derivative actions. In a
derivative action, however, a director or officer may not be
indemnified for amounts paid to settle such a suit or for any
claim, issue or matter as to which such person shall have been
adjudged liable to the Corporation absent a court determination
that the person is fairly and reasonably entitled to indemnity.
Notwithstanding the failure of the Corporation to provide
indemnification and despite any contrary resolution of the board
or shareholders, indemnification shall be awarded by the proper
court pursuant to Section 724 of the New York Business
Corporation Law.
Under New York law, expenses may be advanced upon receipt of
any undertaking by or on behalf of the director or officer to
repay the amounts in the event the recipient is ultimately found
not to be entitled to indemnification. The advance is
conditioned only upon receipt of the undertaking and not upon a
finding that the officer or director has met the applicable
indemnity standards.
Article V of the Corporation's By-Laws requires it to
indemnify each of its past, present and future directors,
officers and employees to the fullest extent permitted by law for
any and all costs and expenses resulting from or relating to any
suit or claim arising out of service to the Corporation or to
other organizations at the Corporation's request.
The Corporation has entered into indemnity agreements with
each of its directors and officers which require the Corporation,
among other things, to indemnify each director or officer for all
costs and expenses of suits and claims (to the fullest extent
permitted by law), and to advance to each director or officer the
costs and expenses of defending any suit or claim if such
director or officer undertakes to pay back such advances to the
extent required by law. These provisions do not apply to any
suit or claim voluntarily commenced by the director or officer
against the Corporation, unless the institution of such
proceeding was approved by a majority of the Board of Directors
or the director or officer is successful on the merits in such
proceeding.
Section 402 of the New York Business Corporation Law permits
the Corporation to include in its certificate of incorporation
provisions eliminating the personal liability of directors to the
Corporation or its shareholders for any breach of duty in such
capacity unless a judgment or final adjudication adverse to the
director that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he
personally gained a financial profit or other advantage to which
he was not legally entitled or his acts violated Section 719 of
the New York Business Corporation Law. The certificate of
incorporation of the Corporation contains a provision eliminating
the personal liability of its directors to the Corporation and
its shareholder except to the extent such liability may not be
eliminated by law.
The Corporation carries directors' and officers' insurance
which covers its directors and officers against certain
liabilities they may incur when acting in their capacity as
directors or officers of the Corporation.
Item 16. Exhibits.
4.1 Description of the rights of holders of the
Corporation's capital stock (incorporated herein by
reference to Exhibit 4.1 to Post-Effective Amendment
No. 2 to the Corporation's Registration Statement on
Form S-3, File No. 33-26185).
4.2 Form of Amended and Restated Rights
Agreement, dated as of July 26, 1989, and amended and
restated as of May 27, 1992, between the Corporation
and Chemical Bank (incorporated herein by reference to
Exhibit 4.2 to Post-Effective Amendment No. 2 to the
Corporation's Registration Statement on Form S-3, File
No. 33-26185).
5 Opinion of Kelley Drye & Warren, Counsel to the
Corporation.
23.1 Consent of KPMG Peat Marwick, independent auditors.
23.2 Consent of Price Waterhouse, independent accountants.
23.3 Consent of Counsel (included in Exhibit 5).
23.4 Consent of Kelley Drye & Warren, Tax Counsel to the
Corporation
24 Power of Attorney (included on the signature pages
hereof).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement,
provided, however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports
filed by the Corporation pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for the purposes of determining any
liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act, that is incorporated by reference in
this Registration Statement, shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission ("SEC") such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Union Carbide Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Danbury, State of Connecticut on the 2nd day of May, 1994.
UNION CARBIDE CORPORATION
By: JOHN K. WULFF
Vice President, Controller
and Principal Accounting
Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints each
of Robert D. Kennedy, John K. Wulff or Gilbert E. Playford his
attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file with the SEC any further
amendments to the Registration Statement of which this forms a
part (including post-effective amendments) and to file with the
SEC one or more supplements to any prospectus included in any of
the foregoing, and generally to do anything else necessary or
proper in connection therewith.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
ROBERT D. KENNEDY Director, Chairman May 2, 1994
of the Board and Chief
Executive Officer
(Principal Executive
Officer)
GILBERT E. PLAYFORD Vice-President May 2, 1994
(Principal Financial
Officer)
JOHN K. WULFF Vice-President, May 2, 1994
Controller (Principal
Accounting Officer)
JOHN J. CREEDON Director May 2, 1994
C. FRED FETTEROLF Director May 2, 1994
JOSEPH E. GEOGHAN Director May 2, 1994
RAINER E. GUT Director May 2, 1994
JAMES M. HESTER Director May 2, 1994
WILLIAM H. JOYCE Director May 2, 1994
RONALD L. KUEHN, JR. Director May 2, 1994
C. PETER McCOLOUGH Director May 2, 1994
ROZANNE L. RIDGWAY Director May 2, 1994
WILLIAM S. SNEATH Director May 2, 1994
EXHIBIT INDEX
Sequential
Exhibit Page No.
4.1 Description of the rights of holders Incorporated by
of the Corporation's capital stock reference
(incorporated herein by reference to
Exhibit 4.1 to Post-Effective
Amendment No. 2 to the Corporation's
Registration Statement on Form S-3,
File No. 33-26185).
4.2 Form of Amended and Restated Rights Incorporated by
Agreement, dated as of July 26, 1989, reference
and amended and restated as of May 27,
1992, between the Corporation and
Chemical Bank (incorporated herein by
reference to Exhibit 4.2 to
Post-Effective Amendment No. 2 to the
Corporation's Registration Statement
on Form S-3, File No. 33-26185).
5 Opinion of Kelley Drye & Warren, Counsel
to the Corporation.
23.1 Consent of KPMG Peat Marwick, independent
auditors.
23.2 Consent of Price Waterhouse, independent
accountants.
23.3 Consent of Counsel (included in
Exhibit 5).
23.4 Consent of Kelley Drye & Warren, Tax
Counsel to the Corporation
24 Power of Attorney (included on the
signature pages hereof).
Exhibit 5
May 2, 1994
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Post-Effective Amendment No. 3 to
Registration Statement No. 33-26185
on Form S-3 for the Dividend Reinvestment
and Stock Purchase Plan
Dear Sirs:
Please refer to Post-Effective Amendment No. 3 to
Registration Statement No. 33-26185 on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as
amended, to be filed with the Securities and Exchange Commission
by Union Carbide Corporation (the "Corporation") relating to
shares of common stock, $1.00 par value per share (the "Common
Stock"), of the Corporation offered for sale pursuant to the
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public
officials and officers of the Corporation and such other
instruments as we have deemed necessary or appropriate as a basis
for the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is
validly existing under the laws of the State of New York.
2. The Plan has been duly adopted by the Board of
Directors of the Corporation.
3. The shares of Common Stock of the Corporation to
which the Registration Statement relates have been duly
authorized and reserved for issuance pursuant to the Plan and ,
when issued and sold pursuant to the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
KELLEY DRYE & WARREN
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors of
Union Carbide Corporation
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Union Carbide Corporation of our reports
on Union Carbide Corporation included and incorporated by
reference in the Annual Report on Form 10-K of Union Carbide
Corporation for the year ended December 31, 1993. Our reports
refer to changes in accounting principles as described in Note 1
to the consolidated financial statements.
We also consent to the reference to our Firm under the heading
"Experts" in the Prospectus.
Stamford, Connecticut KPMG PEAT MARWICK
May 2, 1994
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Post-Effective Amendment No.
3 to Registration Statement on Form S-3 (No. 33-26185) of our
report dated January 26, 1994 relating to the consolidated
financial statements of UOP and its subsidiaries, which appears
on page 17 of Union Carbide Corporation's Annual Report on Form
10-K for the year ended December 31, 1993. We also consent to
the reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse
Chicago, Illinois
April 28, 1994
Exhibit 23.4
CONSENT OF TAX COUNSEL TO THE CORPORATION
We consent to the reference to our opinion as to tax
consequences of participation in the Plan under Question 23 of
the Prospectus.
Very truly yours,
KELLEY DRYE & WARREN
101 Park Avenue
New York, New York 10178
May 2, 1994
