Registration No. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
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 or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06817-0001
(Address of principal executive offices)
The Savings and Investment Program for Employees of Union
Carbide Corporation and Participating Subsidiary Companies
(Full title of the plan)
Joseph E. Geoghan, Esq.
Vice President, General Counsel and Secretary
Union Carbide Corporation
39 Old Ridgebury Road,
Danbury, CT 06817-0001
(Name and address of agent for service)
(203) 794-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum Amount
securities maximum aggregate of regis-
to be Amount to be offering offering tration
registered (1) registered price per price (2) fee
share (2)
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Common 6,000,000 $30.125 $180,750,000 $62,322.60
Stock shares
$1.00
par value
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended, on the basis of the average
of the high and low prices reported in the consolidated reporting
system on April 21, 1995.
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INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR
REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering 6,000,000 additional shares of Common Stock, par
value $1.00 per share, of Union Carbide Corporation (the
"Company") for use in connection with The Savings and Investment
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies (the "Plan"). A Registration
Statement on Form S-8 (No. 38714) (the "Prior Registration
Statement") relating to this Plan is effective. Accordingly, in
accordance with General Instruction E to Form S-8, the Company
incorporates by reference herein the contents of the Prior
Registration Statement. Effective January 1, 1995, The Savings
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies has been renamed The Savings
and Investment Program for Employees of Union Carbide Corporation
and Participating Subsidiary Companies.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of Kelley Drye & Warren, Counsel to the
Company, as to the legality of the shares of Common
Stock covered by this Registration Statement
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
23.3 Consent of Counsel (included in opinion filed as
Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers
of the Company (included on the signature pages
hereof)
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, The Savings and Investment Program for Employees of
Union Carbide Corporation and Participating Subsidiary Companies
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Danbury, State of Connecticut on the 28th day of April, 1995.
The Savings and Investment Program for
Employees of Union Carbide Corporation
and Participating Subsidiary Companies
By J.W. THOMPSON
J.W. Thompson
Director - Corporation Benefit Plans
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the undersigned members
of the Committee of The Savings and Investment Program for
Employees of Union Carbide Corporation and Participating
Subsidiary Companies.
Signature Date
M.A. KESSINGER
M. A. Kessinger April 28, 1995
T.D. JONES
T.D. Jones April 28, 1995
J.W. THOMPSON
J.W. Thompson April 28, 1995
S.W. DRAKE
S.W. Drake April 28, 1995
3
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Danbury, State of Connecticut on this 28th day of
April, 1995.
UNION CARBIDE CORPORATION
By: JOHN K. WULFF
John K. Wulff
Vice President, Controller and
Principal Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Union
Carbide Corporation, hereby severally constitute and appoint
Robert D. Kennedy, John K. Wulff and Gilbert E. Playford, and
each of them singly, our true and lawful attorney, with full
power to them, to sign for us in our names in the capacities
indicated below, this Registration Statement and any and all
post-effective amendments to this Registration Statement, and
generally to do all things in our name and on our behalf in such
capacities to enable Union Carbide Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
ROBERT D. KENNEDY Director, Chairman
Robert D. Kennedy of the Board and Chief April 28, 1995
Executive Officer
(Principal Executive
Officer)
4
GILBERT E. PLAYFORD Vice-President
Gilbert E. Playford (Principal Financial April 28, 1995
Officer)
JOHN K. WULFF Vice-President,
John K. Wulff Controller and April 28, 1995
Principal Accounting
Officer
JOHN J. CREEDON Director
John J. Creedon April 28, 1995
C. FRED FETTEROLF Director
C. Fred Fetterolf April 28, 1995
JOSEPH E. GEOGHAN Director
Joseph E. Geoghan April 28, 1995
RAINER E. GUT Director
Rainer E. Gut April 28, 1995
JAMES M. HESTER Director
James M. Hester April 28, 1995
VERNON E. JORDAN, Jr. Director
Vernon E. Jordan, Jr. April 28, 1995
WILLIAM H. JOYCE Director
William H. Joyce April 28, 1995
RONALD L. KUEHN, Jr. Director
Ronald L. Kuehn, Jr. April 28, 1995
5
ROZANNE L. RIDGWAY Director
Rozanne L. Ridgway April 28, 1995
WILLIAM S. SNEATH Director
William S. Sneath April 28, 1995
6
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
5 Opinion of Kelley Drye & Warren, Counsel
to the Company, as to the legality of the
shares of Common Stock covered by this
Registration Statement 8
23.1 Consent of KPMG Peat Marwick LLP,
Independent Auditors 10
23.2 Consent of Price Waterhouse LLP,
Independent Accountants 11
23.3 Consent of Counsel (included in opinion
filed as Exhibit 5) -
24 Powers of Attorney of Directors and Certain
Officers of the Company (included on the
signature pages hereof) -
7
Exhibit 5
April 26, 1995
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Registration Statement on Form S-8
for The Savings and Investment Program
for Employees of Union Carbide Corporation
and Participating Subsidiary Companies
Dear Sirs:
Please refer to the Registration Statement on Form S-8
(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 6,000,000 shares of common stock, $1.00 par value per
share (the "Common Stock"), of the Corporation offered for sale
pursuant to The Savings and Investment Program for Employees of
Union Carbide Corporation and Participating Subsidiary Companies
("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.
8
Union Carbide Corporation -2- April 26, 1995
In our examination of the aforesaid documents, we have
assumed, without independent investigation, the genuineness of
all signatures, the enforceability of the documents against each
party thereto, the legal capacity of all individuals who have
executed any of the documents, the authenticity of all documents
submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing
agreements or other documents and the authenticity of all such
latter documents.
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 and approved by the shareholders 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.
Our opinions expressed above are limited to the
Business Corporation Law of the State of New York and our
opinions are rendered only with respect to the laws, and the
rules, regulations and orders thereunder, which are currently in
effect.
We hereby consent to the filing of this opinion as an
Exhibit 5 to the Registration Statement and to the references to
our name included in or made part of the Registration Statement.
In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required by the
Securities Act or the rules thereunder.
Very truly yours,
KELLEY DRYE & WARREN
9
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-8 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, 1994. Our reports
refer to changes in accounting principles as described in Note 1
to the consolidated financial statements.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
April 26, 1995
10
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 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.
Price Waterhouse LLP
Chicago, Illinois
April 24, 1995
11
