SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
November 16, 1994
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-1463 13-1421730
(Commission File Number) (IRS Employer Identification No.)
39 Old Ridgebury Rd, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code 203-794-2000
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 6
Item 5. OTHER EVENTS.
See Union Carbide Corporation press release dated
November 16, 1994 accompanying this report as Exhibit 99.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99. Press release, dated November 16, 1994.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 16,1994
UNION CARBIDE CORPORATION
By J. MACDONALD
J. Macdonald
Assistant Secretary
EXHIBIT INDEX
Exhibit
99. Press Release, dated November 16, 1994.
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Exhibit 99
UNION CARBIDE NEWS RELEASE
CONTACT: Tomm F. Sprick or Stephen A. Schwarzman
Union Carbide The Blackstone Group
(203) 794-6992 (212) 836-9823
BLACKSTONE CAPITAL PARTNERS TO ACQUIRE 75% INTEREST
IN UCAR INTERNATIONAL, OWNED JOINTLY BY UNION CARBIDE, MITSUBISHI
Union Carbide To Retain 25 Percent Equity Ownership
In Corporate Partnership With Blackstone
DANBURY, Conn., Nov. 16 -- Union Carbide Corporation (UCC) and Mitsubishi
Corporation of Japan today announced that they have reached an agreement for
the sale of newly issued common stock representing 75 percent of UCAR
International Inc.'s outstanding shares to a new company formed by Blackstone
Capital Partners II Merchant Banking Fund L.P. The transaction values the
current equity of UCAR at $820 million. Including the refinancing of UCAR's
existing debt, the total value of the transaction is approximately $1.1
billion.
UCAR is currently owned in a 50-50 joint venture by UCC and Mitsubishi.
UCC will receive $346.5 million in cash proceeds and will retain a 25 percent
equity interest in UCAR. UCAR will redeem for $406 million in cash all of the
shares owned by Mitsubishi, which purchased 50 percent interest in UCAR in
1991.
UCAR International is the largest manufacturer of graphite and carbon
electrodes in the world. It sells products in more than 65 countries and has
manufacturing facilities on four continents. The company's products are used
primarily in the production of steel in electric arc furnaces, the steel-
making technology used by virtually all mini-mills, as well as for certain
other high temperature applications. UCAR also manufactures other graphite
and carbon products and water spray cooling systems.
The transaction, which will result in a significant, nonrecurring gain
for Union Carbide, is expected to be completed by the end of January 1995.
Chemical Banking Corp. will provide and arrange all of the debt required to
finance the recapitalization. The closing is subject to customary conditions
for transactions of this nature. This is one of only a few billion-dollar-
plus leveraged transactions announced in 1994.
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1994
P-4-05-016
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of 2
"UCAR is a fine business and we think it will do well as an independent
company in a corporate partnership with Blackstone," said Union Carbide
Chairman Robert D. Kennedy. "We have had a long business relationship with
Blackstone and are pleased to be able to retain a 25 percent equity interest
in UCAR. We also look forward to continuing to work in other areas with our
partners from Mitsubishi, with whom we have an excellent relationship." He
added that the sale of a part of Union Carbide's interest is in line with its
strategy of reducing emphasis on noncore businesses.
Peter G. Peterson, Chairman of The Blackstone Group, said, "We are
enthusiastic about making an investment in UCAR, a company with the leading
position in its industry and an excellent management team that has positioned
it for future profitability and growth. We have worked closely in the past
with Bob Kennedy and Bob Krass (CEO of UCAR) and have the kind of mutual trust
and confidence that is so critical in these corporate partnership
investments."
As a result of this agreement, Union Carbide and Mitsubishi will not
proceed with the previously announced potential initial public offering of
UCAR shares.
Union Carbide Corporation is a worldwide, basic chemicals company with
advanced process technologies and large-scale chemical production facilities.
Union Carbide had sales of more than $4.6 billion in 1993.
The Blackstone Group is a private investment bank based in New York. It
was founded in 1985 by Peter G. Peterson and its current CEO and President,
Stephen A. Schwarzman. Blackstone's main businesses include strictly friendly
principal investments, mergers and acquisitions, advisory services to major
corporate clients, asset management and restructuring advisory services.
Blackstone Capital Partners II Merchant Banking Fund L.P., the firm's
principal investment vehicle, has approximately $1.3 billion of capital and
was the largest fund of its type raised in 1993. A primary thrust of
Blackstone's strategy has been to invest in private equity situations in
partnership with major corporations. Previous Blackstone corporate
partnership investments have been with Aon, CNA, EDS, Mitsubishi, Time Warner,
Union Pacific, and USX.
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