As filed with the Securities and Exchange Commission on October 5, 1995
Registration No. 33-60705
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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. /__/
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 5, 1995
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
Union Carbide Corporation ("Company") may offer from time to time up
to an aggregate initial offering price not to exceed $400,000,000 (or the
equivalent in foreign denominated currency or units based on or relating to
currencies) of its senior unsecured debt securities ("Debt Securities" or
"Securities") in one or more series in amounts, at prices and upon terms to be
determined in light of market conditions at the time of sale. The Securities
may be sold directly by the Company, through agents designated from time to
time, or to or through underwriters or dealers (see "Plan of Distribution").
The specific aggregate principal amount, maturity, rate and time of
payment of interest, any redemption provisions, initial public offering price,
proceeds to the Company, and any other specific terms in connection with the
offering and sale of a series of Securities, including the names of the
underwriters or agents, if any, and the terms of such offering, are set forth
in the Prospectus Supplement accompanying this Prospectus.
The Securities may be issued in registered form without coupons, in
bearer form with coupons, in uncertificated form or in any combination
thereof. Subject to certain exceptions, securities in bearer form may not be
offered, sold or delivered in the United States or to United States persons.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE 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 , 1995
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, including any prospectus supplement in
connection with the offer contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having been
authorized by the Company or any underwriter, dealer or agent. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any of the Securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission ("Commission"). Reports, proxy statements, and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at the Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such information may be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements, and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, and the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
(File No. 1-1463) are incorporated herein by reference: (1) Annual Report on
Form 10-K for the year ended December 31, 1994; (2) Quarterly Reports on Form
10-Q for the quarter ended March 31 and on Form 10-Q for the quarter ended
June 30, 1995 as amended by Form 10-Q/A filed on October 5, 1995; (3) current
reports on Form 8-K filed on February 8, 1995 and on Form 8-K filed on April
10, 1995 as amended by Form 8-K/A on May 26, 1995; and (4) all other documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities. 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.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the request of such person, a copy
of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to Union Carbide Corporation, Investor Relations
Department, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone
(203) 794-6445.
THE COMPANY
Union Carbide Corporation ("Company") is engaged in the chemicals
and plastics business. The Company uses state of the art process technologies
to convert manufactured and purchased ethylene and propylene into the higher
value chemicals and polymers it markets. In addition, the Company has
specialty businesses outside the ethylene chain of chemicals, including
technology licensing services.
The Company was incorporated in 1917 under the laws of the State of
New York. The principal executive offices of the Company are located at 39
Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone (203) 794-2000.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities
for the retirement of outstanding debt or general corporate purposes.
Information concerning the interest rates and maturities of the Company's
outstanding debt is set forth in the notes to the financial statements of the
Company incorporated by reference herein.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges of the Company for the periods indicated:
Six Months
Ended
June 30, Year Ended December 31,
1995 1994 1993 1992 1991 1990
Ratio of Earnings
to Fixed Charges 9.0 4.9 2.9 1.7 (b) 2.1
(a). . . . . . . .
(a) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income of consolidated companies from continuing
operations before provision for income taxes, before fixed charges, plus
dividends from less than 50%-owned companies carried at equity and the
registrant's share of pre-tax income of 50%-owned companies carried at equity,
less net capitalized interest and preferred stock dividend requirements of
consolidated subsidiaries. Fixed charges comprise interest on long-term and
short-term debt, capitalized interest, the portion of rentals representative
of an interest factor, preferred stock dividend requirements of consolidated
subsidiaries and the registrant's share of fixed charges of 50%-owned
companies carried at equity. On June 30, 1992, the Company completed the
spin-off of its industrial gas business. The industrial gas business has been
treated as a discontinued operation in calculating the ratio of earnings to
fixed charges of the Company for all periods. Accordingly, the components of
the ratio do not reflect amounts attributable to the industrial gas business.
(b) In 1991, the Company's operating results included a special charge of $209
million ($160 million after-tax). As a result, earnings were insufficient to
cover historical fixed charges by $169 million. Excluding the effect of the
special charge, earnings would have been sufficient to cover fixed charges by
$40 million.
DESCRIPTION OF SECURITIES
The Securities will be issued in one or more series under an
indenture or indentures ("Indenture") between the Company and one or more
trustees ("Trustee"). The following summaries of certain provisions of the
Indenture are qualified in their entirety by express reference to the
Indenture which is incorporated herein by reference.
General
The Indenture does not limit the amount of Securities that can be
issued thereunder and provides that the Securities may be issued in series up
to the aggregate principal amount which may be authorized from time to time by
the Company. The Securities will be unsecured and will rank on a parity with
all other unsecured and unsubordinated debt of the Company.
Reference is made to the Prospectus Supplement for the following
terms, if applicable, of the Securities offered thereby: (1) the designation,
aggregate principal amount, currency or composite currency and denominations;
(2) the price at which such Securities will be issued and, if an index formula
or other method is used, the method for determining amounts of principal or
interest; (3) the maturity date and other dates, if any, on which principal
will be payable; (4) the interest rate (which may be fixed or variable), if
any; (5) the date or dates from which interest will accrue and on which
interest will be payable, and the record dates for the payment of interest;
(6) the manner of paying principal or interest; (7) the place or places where
principal and interest will be payable; (8) the terms of any mandatory or
optional redemption by the Company; (9) the terms of any redemption at the
option of holders; (10) whether such Securities are to be issuable as
registered Securities, bearer Securities, or both, and whether and upon what
terms upon which any registered Securities may be exchanged for bearer
Securities and vice versa; (11) whether such Securities are to be represented
in whole or in part by a Security in global form and, if so, the identity of
the depositary ("Depositary") for any global Security; (12) any tax indemnity
provisions; (13) if the Securities provide that payments of principal or
interest may be made in a currency other than that in which Securities are
denominated, the manner for determining such payments; (14) the portion of
principal payable upon acceleration of a Discounted Security (as defined
below); (15) whether and upon what terms Securities may be defeased; (16) any
events of default or restrictive covenants in addition to or in lieu of those
set forth in the Indenture; (17) provisions for electronic issuance of
Securities or for Securities in uncertificated form; and (18) any additional
provisions or other terms not inconsistent with the provisions of the
Indenture, including any terms that may be required or advisable under United
States or other applicable laws or regulations, or advisable in connection
with the marketing of the Securities.
Securities of any series may be issued as registered Securities,
bearer Securities or uncertificated Securities, as specified in the terms of
the series. Unless otherwise indicated in the Prospectus Supplement,
registered Securities will be issued in denominations of $1,000 and whole
multiples thereof and bearer Securities will be issued in denominations of
$5,000 and whole multiples thereof. The Securities of a series may be issued
in whole or in part in the form of one or more global Securities that will be
deposited with, or on behalf of, a Depositary identified in the Prospectus
Supplement relating to the series. Unless otherwise indicated in the
Prospectus Supplement relating to a series, the terms of the depositary
arrangement with respect to any Securities of a series specified in the
Prospectus Supplement as being represented by global Securities will be as set
forth below under "Global Securities."
In connection with its original issuance, no bearer Security will be
offered, sold, resold, or mailed or otherwise delivered to any location in the
United States and a bearer Security in definitive form may be delivered in
connection with its original issuance only if the person entitled to receive
the bearer Security furnishes certification as described in United States
Treasury regulation section 1.163-5(c)(2)(i)(D)(3). If there is a change in
the relevant provisions or interpretation of United States laws, the foregoing
restrictions will not apply to a series if the Company determines that such
provisions no longer apply to the series or that failure to so comply would
not have an adverse tax effect on the Company or on holders or cause the
series to be treated as "registration-required" obligations under United
States law.
For purposes of this Prospectus, unless otherwise indicated, "United
States" means the United States of America (including the States and the
District of Columbia), its territories and possessions and all other areas
subject to its jurisdiction. "United States person" means a citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or a political
subdivision thereof or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. Any special
United States federal income tax considerations applicable to bearer
Securities will be described in the Prospectus Supplement relating thereto.
To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Indenture, principal and interest on
bearer Securities will be payable only upon surrender of bearer Securities and
coupons at a paying agency of the Company located outside of the United
States. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
paying agent outside the United States to which the bearer Securities and
coupons may be presented for payment and will provide the necessary funds
therefor to the paying agent upon reasonable notice.
Registration of transfer of registered Securities may be requested
upon surrender thereof at any agency of the Company maintained for that
purpose and upon fulfillment of all other requirements of the agent. Bearer
Securities and the coupons related thereto will be transferable by delivery.
Securities may be issued under the Indenture as Discounted Securities
to be offered and sold at a substantial discount from the principal amount
thereof. Special United States federal income tax and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
such Discounted Securities. "Discounted Security" means a Security where the
amount of principal due upon acceleration is less than the stated principal
amount.
Certain Covenants
The Securities will not be secured by any properties or assets and
will represent unsecured debt of the Company. Since secured debt ranks ahead
of unsecured debt, the limitation on liens and the limitation on
sale-leaseback transactions place some restrictions on the Company's ability
to incur additional secured debt or its equivalent when the asset securing the
debt is a material manufacturing facility in the United States. The
limitations are subject to a number of qualifications and exceptions described
below. There can be no assurance that a facility subject to the limitations
at any time will continue to be subject to those limitations at a later time.
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Securities do not afford holders of the
Securities protection in the event of a highly leveraged or other transaction
involving the Company that may adversely affect holders of the Securities.
Definitions.
"Attributable Debt" for a lease means, as of the date of
determination, the present value of net rent for the remaining term of the
lease. Rent shall be discounted to present value at a discount rate that is
compounded semi-annually. The discount rate shall be 10% per annum or, if
the Company elects, the discount rate shall be equal to the weighted average
Yield to Maturity of the Securities under the Indenture. Such average shall
be weighted by the principal amount of the Securities of each series or, in
the case of Discounted Securities, the amount of principal that would be due
as of the date of determination if payment of the Securities were accelerated
on that date.
Rent is the lesser of (a) rent for the remaining term of the lease
assuming it is not terminated or (b) rent from the date of determination until
the first possible termination date plus the termination payment then due, if
any. The remaining term of a lease includes any period for which the lease
has been extended. Rent does not include (1) amounts due for maintenance,
repairs, utilities, insurance, taxes, assessments and similar charges or (2)
contingent rent, such as that based on sales. Rent may be reduced by the
discounted present value of the rent that any sublessee must pay from the date
of determination for all or part of the same property. If the net rent on a
lease is not definitely determinable, the Company may estimate it in any
reasonable manner.
"Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding Debt due within 12 months) and (b) goodwill, as
reflected in the Company's most recent consolidated balance sheet preceding
the date of a determination under clause (9) of the "Limitation on Liens"
covenant.
"Debt" means any debt for borrowed money or any guarantee of such a
debt.
"Lien" means any mortgage, pledge, security interest or lien.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may
extend or renew without the obligee's consent to a date more than 12 months
after the date the Debt was created.
"Principal Property" means any manufacturing facility located in the
United States (excluding territories and possessions), except any such
facility that in the opinion of the board of directors of the Company or any
authorized committee of the board is not of material importance to the total
business conducted by the Company and its consolidated Subsidiaries.
"Restricted Property" means any Principal Property or any shares of
stock of a Restricted Subsidiary, in each case now owned or hereafter acquired
by the Company or a Restricted Subsidiary. At June 30, 1995, "Restricted
Property" includes manufacturing facilities of the Company at Taft, LA;
Seadrift, TX; Texas City, TX; Institute, WV; and South Charleston, WV.
"Restricted Subsidiary" means a Wholly-Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories or possessions) or Puerto Rico and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant to which
the Company or a Restricted Subsidiary now owns or hereafter acquires a
Principal Property, transfers it to a person, and leases it back from the
person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power under
ordinary circumstances to elect directors.
"Wholly-Owned Subsidiary" means a corporation all of whose Voting
Stock is owned by the Company or a Wholly-Owned Subsidiary.
"Yield to Maturity" means the yield to maturity on a Security at the
time of its issuance or at the most recent determination of interest on the
Security.
Limitation on Liens. The Company will not, and will not permit any
Restricted Subsidiary to, incur a Lien on Restricted Property to secure a Debt
unless:
(1) the Lien equally and ratably secures the Securities and the
Debt. The Lien may equally and ratably secure the Securities
and any other obligation of the Company or a Subsidiary. The
Lien may not secure an obligation of the Company that is
subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of
property of the Company or a Restricted Subsidiary. The Lien
may not extend to any other Restricted Property owned by the
Company or a Restricted Subsidiary at the time the Lien is
incurred. However, in the case of any construction or
improvement, the Lien may extend to unimproved real property
used for the construction or improvement. The Debt secured by
the Lien may not be incurred more than one year after the later
of the (a) acquisition, (b) completion of construction or
improvement or (c) commencement of full operation, of the
property subject to the Lien;
(3) The Lien is on property of a corporation at the time the
corporation merges into or consolidates with the Company or a
Restricted Subsidiary;
(4) the Lien is on property at the time the Company or a Restricted
Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity and
secures (a) payments pursuant to a contract or statute or (b)
Debt incurred to finance all or some of the purchase price or
cost of construction or improvement of the property subject to
the Lien;
(8) the Lien extends, renews or replaces in whole or in part a Lien
("existing Lien") permitted by any of clauses (1) through (7).
The Lien may not extend beyond (a) the property subject to the
existing Lien and (b) improvements and construction on such
property. However, the Lien may extend to property that at the
time is not Restricted Property. The Debt secured by the Lien
may not exceed the Debt secured at the time by the existing
Lien unless the existing Lien or a predecessor Lien was
incurred under clause (1) or (6); or
(9) the Debt plus all other Debt secured by Liens on Restricted
Property at the time does not exceed 10% of Consolidated Net
Tangible Assets. However, the following Debt shall be excluded
from all other Debt in the determination: (a) Debt secured by a
Lien permitted by any of clauses (1) through (8) and (b) Debt
secured by a Lien incurred prior to the date of the Indenture
that would have been permitted by any of those clauses if the
Indenture had been in effect at the time the Lien was incurred.
Attributable Debt for any lease permitted by clause (4) of the
"Limitation on Sale and Leaseback" covenant must be included in
the determination and treated as Debt secured by a Lien on
Restricted Property not otherwise permitted by any of clauses
(1) through (8).
In general, clause (9) above, sometimes called a "basket" clause,
permits Liens to be incurred that are not permitted by any of the exceptions
enumerated in clauses (1) through (8) above if the Debt secured by all such
additional Liens does not exceed 10% of Consolidated Net Tangible Assets at
the time. At June 30, 1995, Consolidated Net Tangible Assets were
$4,421,000,000. At that date, additional Liens securing Debt equal to 10% of
that amount could have been incurred under clause (9).
Limitation on Sale and Leaseback. The Company will not, and will
not permit any Restricted Subsidiary to, enter into a Sale-Leaseback
Transaction unless:
(1) the lease has a term of three years or less;
(2) the lease is between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries;
(3) the Company or a Restricted Subsidiary under clauses (2)
through (8) of the "Limitation on Liens" covenant could create
a Lien on the property to secure Debt at least equal in amount
to the Attributable Debt for the lease;
(4) the Company or a Restricted Subsidiary under clause (9) of the
"Limitation on Liens" covenant could create a Lien on the
property to secure Debt at least equal in amount to the
Attributable Debt for the lease; or
(5) the Company or a Restricted Subsidiary within 180 days of the
effective date of the lease retires Long-Term Debt of the
Company or a Restricted Subsidiary at least equal in amount to
the Attributable Debt for the lease. A Debt is retired when it
is paid, canceled or defeased. However, the Company or a
Restricted Subsidiary may not receive credit for retirement of:
Debt that is retired at maturity or through mandatory
redemption; Debt of the Company that is subordinated to the
Securities; or Debt, if paid in cash, that is owned by the
Company or a Restricted Subsidiary.
In clauses (3) and (4) above, Sale-Leaseback Transactions and Liens
are treated as equivalents. Thus, if the Company or a Restricted Subsidiary
could create a Lien on a property, it may enter into a Sale-Leaseback
Transaction to the same extent.
Successor Obligor
The Company will not consolidate with or merge into, or transfer all
or substantially all of its assets to, any person, unless (1) the person is
organized under the laws of the United States or a State thereof; (2) the
person assumes by supplemental indenture all the obligations of the Company
under the Indenture, the Securities and any coupons; (3) immediately after the
transaction no Default (as defined) exists; and (4) if, as a result of the
transaction, a Restricted Property would become subject to a Lien not
permitted by the "Limitation on Liens" covenant, the Company or such person
secures the Securities equally and ratably with or prior to all obligations
secured by the Lien.
The successor will be substituted for the Company, and thereafter
all obligations of the Company under the Indenture, the Securities and any
coupons shall terminate.
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender
of the registered Securities at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of the agent.
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer Securities
may be exchanged for an equal aggregate principal amount of registered or
bearer Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto (except as may otherwise be provided in
the Securities) at an agency of the Company maintained for such purpose and
upon fulfillment of all other requirements of the agent. As of the date of
this Prospectus, it is expected that the terms of a series of Securities will
not permit registered Securities to be exchanged for bearer Securities.
Defaults and Remedies
An "Event of Default" with respect to a series of Securities will
occur if:
(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and payable
and the Default continues for a period of 10 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable
at maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues
for 90 days after the notice specified below;
(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in
an involuntary case,
(C) consents to the appointment of a Custodian for it or for
all or substantially all of its property, or
(D) makes a general assignment for the benefit of its
creditors;
(5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian for the Company or for all or
substantially all of its property, or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect
for 60 days; or
(6) any other Event of Default provided for in the series occurs.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the
Trustee or the holders of at least 25% in principal amount of the series
notify the Company of the Default and the Company does not cure the Default
within the time specified after receipt of the notice. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Securities of the series. Subject to certain limitations, holders of a
majority in principal amount of the Securities of the series may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders of the series notice of any continuing default (except a
default in payment of principal or interest) if it determines that withholding
notice is in their interest.
The Indenture does not have a cross-default provision. Thus, a
default by the Company or a Subsidiary on any other debt would not constitute
an Event of Default.
Amendments and Waivers
Unless the bond resolution establishing the terms of a series
otherwise provides, the Indenture and the Securities or any coupons of the
series may be amended, and any default may be waived as follows: The
Securities and the Indenture may be amended with the consent of the holders of
a majority in principal amount of the Securities of all series affected voting
as one class. As discussed above under "General," the Company has the right
to issue an unlimited amount of Securities under the Indenture. A default on
a series may be waived with the consent of the holders of a majority in
principal amount of the Securities of the series. However, without the
consent of each Securityholder affected, no amendment or waiver may (1) reduce
the amount of Securities whose holders must consent to an amendment or waiver,
(2) reduce the interest on or change the time for payment of interest on any
Security, (3) change the fixed maturity of any Security, (4) reduce the
principal of any non-Discounted Security or reduce the amount of principal of
any Discounted Security that would be due on acceleration thereof, (5) change
the currency in which principal or interest on a Security is payable or (6)
waive any default in payment of interest on or principal of a Security.
Without the consent of any Securityholder, the Indenture, the Securities or
any coupons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company obligations to
Securityholders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions of the Indenture not apply to
a series of Securities not previously issued; to create a series and establish
its terms; to provide for a separate Trustee for one or more series; or to
make any change that does not materially adversely affect the rights of any
Securityholder.
Legal Defeasance and Covenant Defeasance
Securities of a series may be defeased in accordance with their
terms and, unless the bond resolution establishing the terms of the series
otherwise provides, as set forth below. The Company at any time may terminate
as to a series all of its obligations (except for certain obligations with
respect to the defeasance trust and obligations to register the transfer or
exchange of a Security, to replace destroyed, lost or stolen Securities and
coupons and to maintain agencies in respect of the Securities) with respect to
the Securities of the series and any related coupons and the Indenture ("legal
defeasance"). The Company at any time may terminate as to a series its
obligations with respect to the Securities and coupons of the series under the
covenants described under "Certain Covenants" ("covenant defeasance").
The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company
exercises its legal defeasance option, a series may not be accelerated because
of an Event of Default. If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to the covenants
described under "Certain Covenants."
To exercise either option as to a series, the Company must deposit
in trust (the "defeasance trust") with the Trustee money or U.S. Government
Obligations for the payment of principal, premium, if any, and interest on the
Securities of the series to redemption or maturity and must comply with
certain other conditions. In particular, the Company must obtain an opinion
of tax counsel that the defeasance will not result in recognition of any gain
or loss to holders for Federal income tax purposes. "U.S. Government
Obligations" are direct obligations of the United States of America which have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.
Global Securities
Global Securities may be issued in registered, bearer or
uncertificated form and in either temporary or permanent form. If Securities
of a series are to be issued as global Securities, one or more global
Securities will be issued in a denomination or aggregate denominations equal
to the aggregate principal amount of outstanding Securities of the series to
be represented by such global Security or Securities.
Ownership of beneficial interests in global Securities will be
limited to persons that have accounts with the Depositary ("participants") or
persons that may hold interests through participants. Ownership interests in
global Securities will be shown on, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary
or its nominee for such global Securities (with respect to a participant's
interest) and records maintained by participants (with respect to interests of
persons other than participants).
Unless otherwise indicated in a Prospectus Supplement, payment of
principal of and any premium and interest on the book-entry Securities
represented by a global Security will be made to the Depositary or its
nominee, as the case may be, as the sole registered owner and the sole holder
of the book-entry Securities represented thereby for all purposes under the
Indenture. Neither the Company or the Trustee, nor any agent of the Company
or the Trustee, will have any responsibility or liability for any acts or
omissions of the Depositary, for any records of the Depositary relating to
beneficial ownership interests in any global Security or for any transactions
between the Depositary and beneficial owners.
Upon receipt of any payment of principal of or any premium or
interest on a global Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, the accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such global Security as shown on the records of the
Depositary. Payments by participants to owners of beneficial interests in
global Securities held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for customer accounts registered in "street name," and will be the sole
responsibility of such participants.
Unless otherwise stated in a Prospectus Supplement, global
Securities will not be transferred except as a whole by the Depositary to a
nominee of the Depositary. Global Securities will be exchangeable only if (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for such global Securities or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), (ii) the Company in its sole discretion
determines that such global Securities shall be exchangeable for definitive
Securities in registered form, or (iii) an Event of Default with respect to
the series of Securities represented by such global Securities has occurred
and is continuing. Any global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Registered Securities issuable in
denominations of $1,000 and integral multiples thereof and registered in such
names as the Depositary holding such global Security shall direct. Subject to
the foregoing, the global Security is not exchangeable, except for a global
Security of like denomination to be registered in the name of the Depositary
or its nominee.
So long as the Depositary for global Securities of a series, or its
nominee, is the registered owner of such global Securities, such Depositary or
such nominee, as the case may be, will be considered the sole holder of
Securities represented by such global Securities for the purposes of receiving
payment on such global Securities, receiving notices and for all other
purposes under the Indenture and such global Securities. Except as provided
above, owners of beneficial interests in global Securities of a series will
not be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the holders thereof for any purpose
under the Indenture. Accordingly, each person owning a beneficial interest in
a global Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the Indenture. The Depositary may grant proxies and otherwise authorize
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the Indenture. The Company understands that under existing
industry practices, in the event that the Company requests any action of
holders or that an owner of a beneficial interest in such a global Security
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary would authorize the participants holding
the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Unless otherwise specified in a Prospectus Supplement relating to
Securities of a series to be issued as global Securities, the Depositary will
be The Depository Trust Company ("DTC"). DTC has advised the Company that it
is a limited-purpose trust company organized under the law of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. DTC was created to hold the securities of
its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. DTC's participants
include securities brokers and dealers (which may include the underwriters,
dealers or agents with respect to the Securities), banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant either
directly or indirectly.
Trustee
The Trustee for a series of Securities will be named in the
Prospectus Supplement for the series.
The Company may remove the Trustee if certain events occur. The
Company also may remove the Trustee with or without cause if the Company so
notifies the Trustee six months in advance and if no Default occurs during the
six-month period.
PLAN OF DISTRIBUTION
The Company may sell Securities in any of the following ways: (1)
through underwriters or dealers; (2) directly to one or more purchasers; or
(3) through agents. The Prospectus Supplement with respect to the Securities
being offered thereby will set forth the terms of the offering of such
Securities, including the name or names of any underwriters or agents, the
purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts, commissions and other items constituting
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed. Any underwriter
or agent may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933 (the "Act").
If underwriters are used in the sale of Securities, such Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either
through underwriting syndicates (which may be represented by managing
underwriters designated by the Company), or directly by one or more
underwriters acting alone. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
offered thereby will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all such Securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement with
respect to any Securities sold in this manner will set forth the name of any
agent involved in the offer or sale of the Securities as well as any
commissions payable by the Company to such agent. Unless otherwise indicated
in the Prospectus Supplement, any such agent is acting on a best efforts basis
for the period of its appointment.
If dealers are utilized in the sale of any Securities, the Company
will sell the Securities to the dealers, as principal. Any dealer may then
resell the Securities to the public at varying prices to be determined by the
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Securities being offered thereby.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for the solicitation of such contracts.
It has not been determined whether any Securities will be listed on
a securities exchange. Underwriters will not be obligated to make a market in
any Securities. The Company cannot predict the activity of trading in, or
liquidity of, any Securities.
Agents, underwriters and dealers may be entitled, under agreements
entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the Act or to
contribution with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents, underwriters and
dealers may be customers of, engage in transactions with, or perform services
for the Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be
passed upon for the Company by Joseph E. Geoghan, a director and Vice-
President, General Counsel and Secretary of the Company or by Phyllis Savage,
Chief Finance and Securities Counsel of the Company, or by other counsel to be
named in a Prospectus Supplement, and for the agents, underwriters and dealers
by counsel to be named in a Prospectus Supplement. At September 30, 1995,
Mr. Geoghan owned 24,875 shares of the Company's common stock and 3,082 shares
of its ESOP Convertible Preferred Stock and Ms. Savage owned 453 shares of the
Company's common stock and 1,564 shares of its ESOP Convertible Preferred
Stock. At September 30, 1995, Mr. Geoghan held options to purchase 266,000
shares of the Company's common stock and Ms. Savage held options to purchase
22,400 shares of the Company's common stock.
EXPERTS
The Company's consolidated financial statements and schedules as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994 incorporated by reference herein have been
incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The reports of KPMG Peat
Marwick LLP refer to changes in accounting for postemployment benefits in 1993
and accounting for postretirement benefits other than pensions and accounting
for income taxes in 1992.
The consolidated financial statements of UOP for each of the three
years in the period ended December 31, 1993 incorporated in this Prospectus by
reference to the Company's 1994 Annual Report on Form 10-K for the year ended
December 31, 1994, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The combined balance sheet of Polimeri Europa S.r.l. as of December
31, 1994 and the combined statements of income and cash flows for the year
ended December 31, 1994 incorporated in this Prospectus by reference to the
Company's report on Form 8-K/A, filed May 26, 1995, have been incorporated
herein in reliance on the report of Coopers & Lybrand s.a.s., independent
auditors on the authority of that firm as experts in auditing and accounting.
As indicated in its report, Coopers & Lybrand s.a.s. performed the audit under
auditing standards established in Italy and the combined financial statements
have been prepared in accordance with accounting principles generally accepted
in Italy.
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. (Filed herewith.)
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.
23.1.2 Consent of Price Waterhouse LLP, independent accountants.
23.1.3 Consent of Coopers & Lybrand s.a.s., independent auditors.
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 5, 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 5, 1995
John K. Wulff
Attorney-in-fact
______________________________________________________________________________
Registration No. 33-60705
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
AMENDMENT NO. 2 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
5 Opinion of Phyllis Savage, Chief Finance and Securities
Counsel of the Company.
- - 1 -
Exhibit 5
UNION CARBIDE CORPORATION 39 OLD RIDGEBURY ROAD, DANBURY CT 06817-0001
PHONE: (203) 794-6327
FAX: (203) 794-6269
Phyllis Savage
CHIEF FINANCE AND SECURITIES COUNSEL
October 5, 1995
BOARD OF DIRECTORS
Union Carbide Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being rendered in connection with the
Registration Statement on Form S-3 ("Registration Statement") filed
by Union Carbide Corporation ("Company") with the Securities and
Exchange Commission ("Commission") for registration under the
Securities Act of 1933 ("Act") of $400 million aggregate initial
offering price of the Company's debt securities. Such $400 million
of debt securities ("Securities") are to be issued pursuant to one
or more indentures ("Indenture") as described in the Registration
Statement.
In that connection, I have examined copies of such corporate
records and made such inquiries as I have deemed necessary for the
purposes of rendering the opinion set forth herein.
Based upon the foregoing, in my opinion, when the
Registration Statement has become effective under the Act and the
terms of the Securities and of their issue and sale have been duly
established so as not to violate any applicable law or agreement or
instrument binding on the Company and upon execution and
authentication of the Securities in accordance with the Indenture
and delivery of the Securities to the purchasers thereof against
payment therefor, the Securities will be valid and binding
obligations of the Company, enforceable in accordance with their
terms. This opinion is qualified insofar as enforceability may be
limited by fraudulent transfer, bankruptcy, insolvency or similar
laws affecting creditor's rights generally and the availability of
equitable remedies may be limited by equitable principles of
general applicability.
New York Office: 777 Old Saw Mill River Road, Tarrytown, NY 10591
This opinion is limited to the federal laws of the United
States of America and the laws of the State of New York.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name under
the caption "Legal Opinions" in the related prospectus. In giving
such consent, I do not hereby admit that I am in the categories of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/Phyllis Savage
Phyllis Savage
