SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
March 31, 1995
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-1463 13-1421730
(Commission File Number) (IRS Employer Identification No.)
39 Old Ridgebury Rd, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code 203-794-2000
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 20
Item 2. ACQUISITION OF ASSETS
On March 31, 1995, Union Carbide Corporation ("UCC") acquired 50%
of the equity of Polimeri Europa S.r.l. ("PE"), a joint venture
company. EniChem S.p.A. ("EniChem") retained the other 50% of the
equity in PE. In anticipation of UCC's acquisition of its equity
interest, EniChem had transferred to PE all of its polyethylene
business, excluding its wire and cable compounds business. The
purchase price for UCC's 50% share of the joint venture's equity
was DM323,000,000, and was determined by arms-length negotiations
between UCC and EniChem.
The joint venture's business includes polyethylene production and
research and development facilities in Italy, Germany and France,
ethylene steam crackers in Italy and France, EniChem's
polyethylene resin technology, and EniChem's polyethylene sales
activities. The venture also holds a non-exclusive license of
UCC's UNIPOL technology. The shareholders intend to use the joint
venture's assets to continue to operate the polyethylene business.
The purchase price was paid in full at the closing, and was funded
through a portion of the proceeds of the January 1995
recapitalization of UCAR International Inc. and operating cash
flows.
This description of UCC's acquisition of a 50% interest in the
joint venture is qualified in its entirety by reference to the
Stock Purchase and Sale Agreement dated as of February 9, 1995, as
amended by letter agreement dated March 31, 1995, between EniChem
S.p.A. and Union Carbide Corporation, a copy of which is incorporated
by reference as an exhibit to this report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements of Polimeri Europa S.r.l. included herein were
prepared on a combined basis from the books and records of EniChem S.p.A. as
if the joint venture had been in existence since January 1, 1994. There is no
assurance that PE's financial position at December 31, 1994 or its results of
operations for the year then ended would have been the same as those reflected
in these combined financial statements if the joint venture had actually been
in existence in 1994. Furthermore, these financial statements are not
necessarily indicative of PE's future results of operations or financial
position.
The following financial statements of PE are presented herein:
Independent Auditors' Report.
Combined Balance Sheet As Of 31 December 1994.
Combined Income Statement For The Year Ended
31 December 1994.
Combined Cash Flows Statement For The Year Ended
31 December 1994.
Notes to Combined Financial Statements As of
31 December 1994.
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COOPERS & LYBRAND
To the Share Owner of
POLIMERI EUROPA S.r.l.
1. We have examined the accompanying combined financial statements of
POLIMERI EUROPA S.r.l. as of 31 December 1994, reflecting the contributions by
ENICHEM S.p.A. ("ENICHEM") of its polyethylene operations in Italy, France and
Germany to the POLIMERI EUROPA S.r.l. joint venture, as described in Note 1 to
the combined financial statements. The combined financial statements are
composed of the combined balance sheet as of 31 December 1994, the combined
statements of income and cash flows for the year then ended and the notes to
the combined financial statements. These combined financial statements are the
responsibility of ENICHEM's Management. Our responsibility is to express an
opinion on these combined financial statements based on our audits.
2. Our examination was made in accordance with established auditing
principles and, in conformity with these principles, we have referred to the
correct accounting principles emanated by the Consigli Nazionali dei Dottori
Comercialisti e dei Ragionieri. These standards require that we plan for and
perform the audit to obtain reasonable assurance about whether the combined
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the combined financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the Management,
as well as evaluating the overall combined financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.
3. In our opinion, based on our audits the combined financial
statements referred to above present fairly, in all material respects, the
combined financial position at 31 December 1994 of operations to be
contributed to the POLIMERI EUROPA S.r.l. joint venture, described in Note 1
to the combined financial statements, and the results of its operations and
its cash flows in accordance with generally accepted accounting principles in
Italy, specified in Note 2. to the combined financial statements.
4. The combined financial statements were prepared in accordance with
the accounting principles generally accepted in Italy, which differ in certain
respects from United States generally accepted accounting principles as set
out in Note 4 to the combined financial statements.
COOPERS & LYBRAND s.a.s.
Milan, 30 April 1995
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POLIMERI EUROPA S.r.l.
COMBINED BALANCE SHEET AS OF 31 DECEMBER 1994
Lit./million
Assets:
Cash and cash equivalents 7,291
Notes and accounts receivable:
- - customer 376,708
- - related parties 118,709
Total notes and accounts receivable 495,417
Inventories:
- - raw materials and supplies 87,268
- - finished stores 90,272
Total inventories 177,540
Other current assets 29,374
_________
Total current assets 709,622
_________
Property, plant and equipments net 1,305,025
_________
Total assets 2,014,647
See accompanying notes to combined financial statements
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POLIMERI EUROPA S.r.l.
COMBINED BALANCE SHEET AS OF 31 DECEMBER 1994
Lit./million
Liabilities and Net assets:
Notes and accounts payable:
- - third parties 123,309
- - related parties 114,254
Total notes and accounts payable 237,563
Notes payable-vendor construction in progress 8,046
Bank overdrafts 23,379
ENI Group financing 553,655
Accrued liabilities 51,416
Current installments:
- - related parties 364
- - other 5,358
Total current liabilities 879,781
Long term debt:
- - related parties 1,171
- - other 10,348
Employees' leaving entitlements 34,067
Total liabilities 925,367
Minority interest 31,318
Net assets 1,057,962
Total liabilities and net assets 2,014,647
See accompanying notes to combined financial statements
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POLIMERI EUROPA S.r.l.
COMBINED INCOME STATEMENT FOR THE
YEAR ENDED 31 DECEMBER 1994
Lit./million
Net sales: - third parties 1,361,380
- related parties 569,990
Total net sales 1,931,370
Variable manufacturing cost (1,259,074)
Variable distribution cost (160,266)
Period manufacturing cost (210,167)
Period distribution cost (12,782)
Gross margin 289,081
Research and development (13,741)
Commercial expense (18,096)
Administrative expense (40,579)
All other overheads (7,539)
Total overheads (79,955)
Depreciation and amortization (95,395)
Income from operations 113,731
Interest income - related parties 2,067
All other income 27,705
Total other income 29,772
----------
Exchange loss (4,649)
Loss on sale of fixed assets (10)
Other non-operating expenses (29,657)
Capital tax (1,011)
Interest expense: - long term debt (15,267)
- other (7,811)
- related parties (40,141)
Total other expenses (98,546)
Profit before income tax 44,957
Income tax (17,194)
Profit before minority interest 27,763
Minority interest (loss) 1,361
Net profit 29,124
See accompanying notes to combined financial statements
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POLIMERI EUROPA S.r.l.
COMBINED CASH FLOWS STATEMENT FOR THE
YEAR ENDED 31 DECEMBER 1994
Lit./million
Cash flows from operating activities
Net profit 29,124
Non cash items included in net loss:
- - minority interest (1,361)
- - depreciation 95,395
- - T.F.R. allowance 6,212
Changes in assets and liabilities:
- - increase in notes and accounts receivable (98,519)
- - decrease in inventories 13,358
- - increase in other current assets (8)
- - decrease in notes and accounts payable (20,289)
- - decrease in accrued liabilities (6,218)
- - decrease in employees' leaving entitlements (11,922)
Cash produced in operating activities 5,772
________
Cash flows from investing activities:
Additions to property, plant and equipment (28,283)
Change in minority interest (18,005)
Cash flows used for investing activities (46,288)
________
Cash flows from financing activities
Change in other financing:
- - short term 10,264
- - long term (215,758)
Change in ENI Group financing:
- - short term 222,233
- - long term (364)
Cash flows used for financing activities 16,375
________
Decrease in cash (24,141)
Cash at beginning of year 31,432
Cash at end of year 7,291
Supplemental cash flow data:
Cash paid during the year for interest 63,219
No actual cash payments were made for income taxes.
See accompanying notes to combined financial statements
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POLIMERI EUROPA S.r.l.
NOTES TO COMBINED FINANCIAL STATEMENTS
AS OF 31 DECEMBER 1994
1 Basis of presentation
In February 1995, ENICHEM S.p.A. ("ENICHEM"), a company incorporated in Italy,
and UNION CARBIDE CORPORATION, a company incorporated in the United States of
America, signed an agreement for a joint venture in the polyethylene sector.
The joint venture was named POLIMERI EUROPA S.r.l. (the "joint venture").
This agreement provides for the contribution by ENICHEM of its polyethylene
operations in Italy, France and Germany to the joint venture.
The joint venture formally commenced activity on 1 February 1995.
These combined financial statements present the combined results of the
companies and of the operations ("the entities") to be contributed to the
joint venture by ENICHEM S.p.A. prepared from the financial statements of the
entities specified below on the basis of the accounting principles and
policies stated in note 2.
The combined financial statements include the financial statements of:
- POLIMERI EUROPA S.r.l. (a wholly-owned subsidiary of ENICHEM);
- ENICHEM's polyethylene operations (including the Brindisi, Priolo, Gela,
Ragusa and Ferrara production sites, and excluding the Porto Torres and
Assemini production sites);
- ENICHEM's storage facilities at the Brindisi production site;
- ECP-EniChem Polymeres France S.A. (a wholly-owned subsidiary of ENICHEM);
- STOCKNORD S.A. (a majority-owned subsidiary of ECP-EniChem Polymeres
France);
- COPENOR GIE (a majority-owned subsidiary of ECP-EniChem Polymeres
France);
- ENICHEM DEUTSCHLAND's polyethylene operations.
ECP-Enichem Polymeres France S.A. is the owner of a 70% interest in COPENOR
GIE and of 70% of the shares of STOCKNORD S.A.
A reconciliation for Net assets at 31 December 1994 and the net profit for the
year then ended between the figures, as presented in these combined financial
statements and those which would result from a preparation in accordance with
United States Generally Accepted Accounting Principles is provided in note 4.
Receivables, payables, revenues and expenses between the above entities have
been eliminated on combination, as have any profits or losses made on
transactions among the entities, which have yet to be realized with third
parties.
Management estimates that interest expense are in the same amounts as those
shown in the combined income statement.
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2 Summary of significant accounting policies
2.1 Cash and cash equivalents
All highly liquid debt instruments with original maturity of three months or
less are considered cash equivalents.
2.2 Notes and accounts receivable
Receivables are booked at net realisable value.
2.3 Transactions in foreign currencies
Transactions in foreign currencies are recorded at the exchange rates ruling
at the date of the operations.
Receivables and payables in foreign currencies are stated in lire using the
exchange rate ruling at the balance sheet date. Any gains or losses arising
from this adjustment are reflected in the income statement.
Foreign currency receivables and payables covered by hedging operations are
stated using the exchange rate used for such operations. They are also
adjusted to reflect the renewing and/or closing of such operations.
2.4 Inventories
Inventories, including spare parts, are stated at the lower of cost or market.
Cost is determined using the average weighted cost method for all inventories.
Market is determined as replacement cost for raw materials and supplies and as
net realisable value for semifinished and finished products.
Goods and services which are acquired from other operations of ENICHEM are
recorded at internal transfer prices which are substantially equivalent to
market prices.
2.5 Property, plant and equipment
Property, plant and equipment are stated at cost. Depreciation is provided by
the straight-line method over the assets' estimated useful lives.
Expenditures for maintenance, repairs and minor replacements are charged to
current operations. Expenditures for major replacements and betterments are
capitalized.
2.6 Goodwill
Goodwill has been classified in property plant and equipment net and is being
amortized on a straight-line basis over 10 years.
2.7 Research and development
Research and development costs are expensed as incurred.
2.8 Notes and accounts payable
Notes and accounts payable are stated at nominal value.
2.9 Other long-term obligations
Other long-term obligations are stated at the contractual value.
2.10 Long term debt
Long term debt is stated at nominal value. Accrued interest is included in
'Accrued liabilities'.
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2.11 Employees leaving entitlements
The amount booked to 'Employees leaving entitlements' corresponds to the
actual debt of the joint venture vis-a-vis their own employees for obligations
accrued at year-end, according to law ruling in each country in which the
joint venture have employees.
2.12 Capital grants
Capital grants are not recognised until there is a reasonable assurance that
the entities have complied with the conditions attaching to them and that the
entities will actually receive the grants.
2.13 Revenue recognition
Revenue from sales is recognised when the significant risks and rewards of
ownership have been transferred to the buyer and no significant uncertainties
exist regarding the terms of the sale; such moment is usually identified as
when upon delivery of the goods ownership passes.
2.14 Taxation
Current income taxes are recorded at the amount expected to be payable to the
authorities, based on prevailing rates.
Deferred taxes are recorded in the provision for income taxes at the current
tax rates for temporary differences which are expected to result in a
liability, and are adjusted for subsequent changes in tax rates; likewise,
deferred tax assets are recorded under other receivables in the current assets
when income taxes have been prepaid in respect of temporary differences.
Deferred taxes are not accounted for when there is reasonable evidence that
the timing differences will not reverse for at least three years or, upon
reversal after this period, will not result in the payment or recovery of
income taxes.
Tax benefits from tax losses carried forward are only credited to income in
the year in which they are utilised.
The special taxation on shareholders' equity of the Italian Group companies is
charged against income.
2.15 Contingencies
Liabilities for loss contingencies, including environmental remediation costs,
arising from claims, assessments, litigation, fines and penalties, and other
sources are recorded when the amount of the assessment and/or remediation cost
is probable and can be reasonably estimated.
3 Financial statements
3.1 Cash and cash equivalents
The amount is analysed as follows:
Lit./million
Italy -
France 2,893
Germany 4,398
7,291
The caption is principally composed of positive current account balances with
banks.
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3.2 Notes and accounts receivable
Lit./million
Third parties 412,248
Related parties 118,709
530,957
(-) Allowance for bad debt (35,540)
Net 495,417
Related parties:
ENICHEM Group 116,787
ENI Group 1,922
118,709
With respect to the receivables due from the ENICHEM Group, Lit 36,299 million
relates to intercompany receivables due from the base chemicals division of
ENICHEM and the remainder (Lit.82,410 million) consists of receivables due
from foreign trading companies for the sale of polyethylene.
3.3 Inventories
Lit./million
Raw materials 79,789
Finished goods 91,190
Spare parts 8,443
179,422
Provision for obsolescence:
Raw materials (173)
Finished goods (918)
Spare parts (791)
(1,882)
Net 177,540
The provision for obsolescence has been set up with respect to slow moving
products and is calculated using the difference between the industrial cost of
the goods and their estimated realisable price.
3.4 Other assets
Lit./million
Receivables due from employees 3,347
Tax credits 12,354
Reimbursement due from Insurance Companies 6,000
Other 7,673
29,374
3.5 Property, plant and equipments net
Lit./million
Buildings 106,224
Plant 1,157,480
Assets under construction 9,634
Other assets 8,953
Total assets 1,282,291
Goodwill 45,468
Accumulated Amortization (22,734)
22,734
1,305,025
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Depreciation is calculated on the basis of the residual estimated useful life
of the assets, specified as follows:
Years
Buildings 10 - 28
Plant 4 - 28
Other assets 3 - 10
The entities have applied for capital grants in the amount of Lit.123,500
million. In accordance with the policy described in note 2.12, these grants
are not yet recorded.
3.6 Notes and accounts payable
Lit./million
Third parties 123,309
Related parties 114,254
237,563
Related parties:
ENICHEM Group:
- - Base chemicals division (ethylene and virgin naphtha) 87,348
ENI Group:
AGIP PETROLI S.p.A. (virgin naphtha) and FRENE S.r.l.
(energy and steam) 26,906
114,254
3.7 Bank overdraft
The amount is analysed as follows:
Lit./million
Italy 980
France 3,542
Germany 18,857
23,379
The amount includes a negative current account balance with ATOCHEM
(Lit.3,542 million).
3.8 ENI Group financing
This caption consists of current account payables to CHEMFIN S.p.A. (a wholly-
owned Italian subsidiary of ENICHEM) and ENICHEM FRANCE S.A. (a wholly-owned
French subsidiary of ENICHEM) with respect to the French companies. The
average interest rate in 1994 was 9%.
3.9 Accrued liabilities
Lit./million
Related parties (ENICHEM FRANCE S.A.) 7,056
Other:
Employees 14,235
Social security institutions 5,648
Taxes 5,350
Other 19,127
51,416
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3.10 Long-term debts
Lit./million Last Interest
Short Term Long Term installment rate
CREDIT NATIONAL (France) 2,525 5,234 1997 10.25%
POLYCHIM (France) 1,670 3,673 1998 10.25%
S.D.R. (France) 583 331 1998 11.75%
B.N.L. (Division
polyethylene) 287 155 1996 10.40%
IRFIS (Division
polyethylene) 130 157 1996 4.20%
Ministry of Industry
and Commerce (Division
polyethylene) 163 798 2000 2.75%
ENI (Division
polyethylene) 364 1,171 2000 7.50%
5,722 11,519
3.11 Employees' leaving entitlements
Changes in employees' leaving entitlements were as follows:
Lit./million
Opening balance 1 January 1994 39,690
Accruals of the period 6,212
Exchange differences 121
Payments (11,956)
Ending balance 34,067
3.12 Minority interest
The caption represents the 30% interest of ATOCHEM in the consolidated
subsidiaries COPENOR GIE and STOCKNORD S.A..
3.13 Net assets
The net assets of the entities consist in the difference between the total
combined assets value and the total combined liabilities value.
3.14 Net sales
Lit./million
Third parties 1,361,380
Related parties 569,990
1,931,370
Related parties are analysed as follows:
ENICHEM Group:
Base chemicals division of ENICHEM 221,074
Foreign trading companies 333,485
ENI Group:
FRENE S.r.l. 15,431
569,990
Sales in Europe represent 86.5% of total net sales.
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3.15 Manufacturing costs
Costs incurred by the entities related to:
- transfer of virgin naphtha and ethylene from the base chemicals division
of ENICHEM;
- transfer of utilities and industrial services from the industrial
services division of ENICHEM;
- receipt of electrical energy and steam from FRENE S.r.l.;
- receipt of virgin naphtha from AGIP PETROLI S.p.A., an ENI Group company;
- receipt of utilities and industrial services from PRAOIL (today AGIP
PETROLI S.p.A.).
3.16 Gross margin
Gross margin is analysed as follows:
Lit./million
Italy 162,703
France 113,550
Germany 12,828
289,081
Plant distribution of gross margin is as follows:
Lit./million
Brindisi cracker 74,074
Dunkerque cracker 39,201
Polyethylene production sites:
Italy 88,629
France 74,837
Germany 12,340
289,081
3.17 Capital tax
In Italy an amount equal to 0.75% of net equity is due as 'Net worth tax' each
year, based on the financial statements approved by the shareholders.
4 Reconciliation to Generally Accepted Accounting Principles in the United
States of America
The accounting policies followed in the preparation of the combined financial
statements (ENI GAAP) vary in certain respects from those generally accepted
in the United States of America (US GAAP).
The only differences which had a material effect on the net loss and on the
net assets are the following:
Income taxes
As explained in note 2.14, the combined financial statements does not provide
for deferred taxes relating to certain temporary differences and tax losses
carried forward.
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Accounting Principles Generally Accepted in the United States require that
deferred tax assets and liabilities be computed annually for those differences
between the financial statement and tax bases of assets and liabilities which
will result in taxable or deductible amounts in the future based on enacted
tax laws and rates applicable to the periods in which the differences are
expected to reverse.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Lit./million
Net profit Net assets
As reported 29,124 1,057,962
Deferred taxes (1,800) (1,700)
As per US GAAP 27,324 1,056,262
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(b) Pro Forma Financial Information.
The unaudited pro forma information presented in this section for the
year ended December 31, 1994 is derived from UCC's audited consolidated
statement of income for the year ended December 31, 1994. The unaudited pro
forma information presented in this section for the quarter ended March 31,
1995 is derived from UCC's unaudited condensed consolidated statement of
income for the three months ended March 31, 1995, which includes all
adjustments (consisting of only normal recurring accruals) that, in the
opinion of management, are necessary for a fair presentation of such data.
The unaudited pro forma information is presented for illustrative purposes
only and does not purport to represent what UCC's results of operations would
have been if the events described therein had occurred on the dates specified,
nor are they intended to project UCC's results of operations for any future
period. The unaudited pro forma information should be read in conjunction
with UCC's consolidated financial statements and notes thereto which are
contained in UCC's Annual Report on Form 10-K for the year ended December 31,
1994 and in UCC's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
In the first quarter of 1995, UCC acquired 50% of the equity of Polimeri
Europa, S.r.l., a joint venture company, and reduced its 50 percent interest
in UCAR International Inc. ("UCAR"). Both of these transactions are reflected
in UCC's Condensed Consolidated Balance Sheet as of March 31, 1995 included in
UCC's Form 10-Q for the quarterly period ended March 31, 1995. A description
of each of these transactions and of their related pro forma effects on UCC's
income statements for the year ended December 31, 1994 and the quarter ended
March 31, 1995 follows.
(1) Polimeri Europa Equity Acquisition
On March 31, 1995, UCC acquired 50% of the equity of Polimeri Europa,
S.r.l., a joint venture company. EniChem S.p.A. retained the other 50% of the
equity in PE. In anticipation of UCC's acquisition of its equity interest,
EniChem had transferred to PE all of its polyethylene business, excluding its
wire and cable compounds business. The purchase price for UCC's 50% share of
the joint venture's equity was DM323,000,000, and was determined by arms-
length negotiations between UCC and EniChem.
The joint venture's business includes polyethylene production and
research and development facilities in Italy, Germany and France, ethylene
steam crackers in Italy and France, EniChem's polyethylene resin technology,
and EniChem's polyethylene sales activities. The venture also holds a non-
exclusive license of UCC's UNIPOL technology. The shareholders intend to use
the joint venture's assets to continue to operate the polyethylene business.
If this acquisition had occurred effective January 1, 1994, UCC's share
of net income from corporate investments carried at equity and net income -
common stockholders for the year ended December 31, 1994 would have decreased
less than $1 million.
During the first quarter of 1995 PE experienced higher prices for
substantially all of its products. If this acquisition had occurred effective
January 1, 1995, UCC's share of net income from corporate investments carried
at equity and net income - common stockholders for the quarter ended March 31,
1995 would have increased by $27 million, and earnings per share would have
increased $0.19 per share, primary, or $0.17 per share, fully diluted. The
weighted average number of common shares used for the pro forma E.P.S.
calculations for the quarter ended March 31, 1995 is 144,891,875 primary and
161,612,941 fully diluted.
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(2) UCAR International Recapitalization and Sale
On January 26, 1995, UCC and Mitsubishi Corporation of Japan
("Mitsubishi") concluded the sale of newly issued common stock representing
75% of UCAR International Inc.'s outstanding shares to a new company formed by
Blackstone Capital Partners II Merchant Banking Fund L.P. UCAR had been a
50/50 joint venture of UCC and Mitsubishi.
UCC received $343 million in net cash proceeds and retained a 25% equity
interest in UCAR. The transaction resulted in a nonrecurring gain of
$220 million ($154 million after tax, or $1.06 per share, primary, or
$0.95 per share, fully diluted). UCC used a portion of the cash proceeds for
the acquisition of a 50% interest in Polimeri Europa, S.r.l., and the
remainder for general corporate purposes.
If this transaction had occurred effective January 1, 1994, UCC's share
of net income from corporate investments carried at equity and net income -
common stockholders for the year ended December 31, 1994 would have been
reduced by $54 million, and earnings per share would have decreased $0.35 per
share, primary, or $0.32 per share, fully diluted.
If this transaction had occurred effective January 1, 1995, UCC's share
of net income from corporate investments carried at equity and net income -
common stockholders for the quarter ended March 31, 1995 would have been
reduced by $4 million, and earnings per share would have decreased $0.03 per
share, primary, or $0.02 per share, fully diluted.
Summary of Pro Forma Effects of First Quarter Transactions
Had the Polimeri Europa equity acquisition and the UCAR International
recapitalization and sale occurred effective January 1, 1994, UCC's share of
net income from corporate investments carried at equity and net income -
common stockholders for the year ended December 31, 1994 would have been
reduced by $54 million, or $0.35 per share, primary, or $0.32 per share, fully
diluted.
Had the Polimeri Europa equity acquisition and the UCAR International
recapitalization and sale occurred effective January 1, 1995, UCC's equity
share of net income from corporate investments carried at equity and net
income - common stockholders for the quarter ended March 31, 1995 would have
been increased by $23 million, or $0.16 per share, primary, or $0.15 per
share, fully diluted.
(c) Exhibits.
2. Stock Purchase and Sale Agreement dated as of
February 9, 1995, as amended by letter agreement dated
March 31, 1995, between EniChem S.p.A. and Union Carbide
Corporation. (Incorporated herein by reference to Exhibit 2
to UCC's Current Report on Form 8-K, date of earliest event
reported: March 31, 1995, File No. 1-1463, filed April 10,
1995.)
23 Consent of Coopers & Lybrand s.a.s.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 26, 1995
UNION CARBIDE CORPORATION
By J. MACDONALD
J. Macdonald
Assistant Secretary
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EXHIBIT INDEX
Page
Exhibit Number
2. Stock Purchase and Sale Agreement dated as of
February 9, 1995, as amended by letter agreement dated
March 31, 1995, between EniChem S.p.A. and Union Carbide
Corporation. (Incorporated herein by reference to Exhibit 2
to UCC's Current Report on Form 8-K, date of earliest event
reported: March 31, 1995, File No. 1-1463, filed April 10,
1995.)
23. Consent of Coopers & Lybrand s.a.s. 20
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
on Form S-3 (Files Nos. 33-26185, 33-55560 and 33-63412) and the Registration
Statements on Form S-8 (Nos. 2-90419, 33-22125, 33-38714, 33-53573 and
33-58931) of Union Carbide Corporation of our report dated 30 April 1995 on
our audits of the combined financial statements of Polimeri Europa as of and
for the year ended 31 December 1994 which report is incorporated by reference
in this report on form 8-K/A dated March 31, 1995.
COOPERS & LYBRAND s.a.s.
Milan, 25 May 1995
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