As filed with the Securities and Exchange Commission on October 11, 1995
Registration No. 33-60705
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) (I.R.S. Employer Identification No.)
39 Old Ridgebury Road Joseph E. Geoghan
Danbury, Connecticut 06817-0001 Vice President, General Counsel and
Secretary
(203) 794-2000 (Same address and telephone number
(Address and telephone number as registrant)
of registrant's principal (Name, address and telephone number
executive offices) of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /__/
33-[_______]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/ 33-[________]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $137,932
Accounting fees and expenses.............. 25,000
Legal fees and expenses................... 35,000
Trustee's fees and expenses............... 12,000
Blue sky fees and expenses................ 15,000
Printing expenses......................... 50,000
Miscellaneous............................. 25,068
Total..................................... $300,000
_______________
*Except for SEC filing fee, all expenses are estimated.
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 interests of
the Company, 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 Company absent a court determination that the person is fairly and
reasonably entitled to indemnity.
Notwithstanding the failure of the Company 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 an
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 Company'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 his service to the Company or to
other organizations at the Company's request.
The Company has entered into indemnity agreements with each of its
directors and officers which require the Company, 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 Company, 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 a New
York 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 Company
contains a provision eliminating the personal liability of its directors to
the Company or its shareholders except to the extent such liability may not be
eliminated by law.
The Company 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 Company. In
addition, Section 6 of the Underwriting Agreement (Exhibit 1 hereto) provides
for the indemnification of the officers and directors of the Company against
certain liabilities.
Item 16. Exhibits.
All exhibits were previously filed except as indicated.
1 Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement).
4.1.1 Form of Indenture to be used by the Company to issue Debt Securities
of the Company in series. See Exhibit 1 of Post-Effective Amendment
No. 1 to Registration No. 33-63412, which is incorporated by
reference herein.
4.1.2 Indenture, dated as of June 1, 1995, between the Company and
Chemical Bank, Trustee.
4.1.3 Indenture, dated as of August 1, 1992, between the Company and
Chemical Bank, Trustee. See Exhibit 4.1.1 of Registration No.
33-55560, which is incorporated by reference herein.
4.2 Forms of Debt Securities (see Exhibits A and B to Exhibit 4.1.1
above).
5 Opinion of Phyllis Savage, Chief Finance and Securities Counsel of
the Company.
12 Statement re Computation of Ratio of Earnings to Fixed Charges of
the Company - Five Years ended December 31, 1994 and Six Months
ended June 30, 1995.
23.1.1 Consent of KPMG Peat Marwick LLP, independent auditors.
(Filed herewith.)
23.1.2 Consent of Price Waterhouse LLP, independent accountants.
(Filed herewith.)
23.1.3 Consent of Coopers & Lybrand S.p.A., independent auditors.
(Filed herewith.)
23.2 Consent of Counsel (included in Exhibit 5).
24 Powers of attorney (included on the signature pages hereof).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of Chemical Bank, Trustee.
25.1.1 Consolidated Report of Condition of Chemical Bank, Trustee
as of June 30, 1995.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Bank of New York, Trustee.
25.2.1 Consolidated Report of Condition of The Bank of New York, Trustee
as of June 30, 1995.
Item 17. Undertakings.
The Company 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, unless the information
required to be included in such post-effective amendment
is contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein
by reference.
(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, unless the information required
to be included in such post-effective amendment is
contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein
by reference. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 purposes of determining any liability under the
Securities Act of 1933, each filing of an annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15
above, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Danbury, Connecticut, on
October 11, 1995.
UNION CARBIDE CORPORATION
By /s/John K. Wulff
John K. Wulff
Vice-President and Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title
*Robert D. Kennedy Director and Chairman
Robert D. Kennedy of the Board
*William H. Joyce Director, Chief Executive
William H. Joyce Officer, President and Chief
Operating Officer
*Joseph E. Geoghan Director,
Joseph E. Geoghan Vice-President,
General Counsel
and Secretary
*Gilbert E. Playford Vice-President
Gilbert E. Playford and Principal Financial
Officer
/s/John K. Wulff Vice-President,
John K. Wulff Controller and
Principal Accounting
Officer
*John J. Creedon Director
John J. Creedon
*C. Fred Fetterolf Director
C. Fred Fetterolf
Signature Title
*Rainer E. Gut Director
Rainer E. Gut
*James M. Hester Director
James M. Hester
Director
Vernon E. Jordan, Jr.
*Ronald L. Kuehn, Jr. Director
Ronald L. Kuehn, Jr.
*Rozanne L. Ridgway Director
Rozanne L. Ridgway
*William S. Sneath Director
William S. Sneath
* By /s/John K. Wulff October 11, 1995
John K. Wulff
Attorney-in-fact
______________________________________________________________________________
Registration No. 33-60705
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
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)
______________________________________________________________________________
INDEX TO EXHIBITS
Exhibit Sequential
Number Page Number
23.1.1 Consent of KPMG Peat Marwick LLP,
independent auditors.
23.1.2 Consent of Price Waterhouse LLP, independent
accountants.
23.1.3 Consent of Coopers & Lybrand S.p.A., independent
auditors.
Exhibit 23.1.1
Consent of Independent Auditors
The Board of Directors
Union Carbide Corporation
We consent to the incorporation by reference in this Amendment
No. 3 to the Registration Statement on Form S-3 (No. 33-60705) of
our reports included and incorporated by reference in the Annual
Report on Form 10-K of Union Carbide Corporation for the year
ended December 31, 1994. 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.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
October 10, 1995
EXHIBIT 23.1.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 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, which
is incorporated by reference in Union Carbide Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to us under the heading
"Experts" in such Prospectus.
Price Waterhouse LLP
Chicago, Illinois
October 9, 1995
Exhibit 23.1.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report, dated 30 April
1995, on our audits of the combined financial statements of
Polimeri Europa S.r.l. as of and for the year ended 31 December
1994, which report is included in Union Carbide Corporation's
form 8K/A No. 1 dated 31 March 1995, incorporated by reference
in this registration statement.
We also consent to the reference to our firm under the caption
"Experts".
COOPERS & LYBRAND S.p.A.
Milan, Italy
11 October 1995
