SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDING FORM 8-A DATED JULY 27, 1989,
AMENDED AS OF JUNE 1, 1992
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Union Carbide Corporation
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(Exact name of registrant as specified in its charter)
New York 13-1421730
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(State of incorporation or organization) (I.R.S. Employer
Identification
No.)
39 Old Ridgebury Rd., Danbury, CT 06817-0001
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class registered Name of each exchange on
------------------------------ which each class is registered
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Share Purchase Rights Plan New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Form 8-A/A amends and supplements the Form 8-A filed by
Union Carbide Corporation (the "Company") on July 27, 1989,
amended as of June 1, 1992 (as amended, the "Form 8-A"), with
respect to a Share Purchase Rights Plan.<PAGE>
Item 1. Description of Securities to be Registered.
Item 1 of the Form 8-A is hereby amended by adding
the following (capitalized terms used herein and not otherwise
defined having the meanings ascribed to them in the Form 8-A):
On December 3, 1996, the Board of Directors adopted
an amendment (the "Amendment") to the Amended and Restated
Rights Agreement. The Amendment, among other things, (i)
provides that the Board of Directors of the Company may not
redeem the Rights after a person or group of affiliated or
associated persons becomes the beneficial owner of more than
20% of the then outstanding shares of Common Stock and (ii)
eliminates the exception to the triggering of the Rights that
previously existed for certain offers. The form of the
Amendment is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the
Amendment is qualified by reference to such exhibit.
Item 2. Exhibits.
1 Form of Amendment, dated as of December 3, 1996, to the
Rights Agreement between Union Carbide Corporation, a New
York corporation, and Chase Mellon Shareholder Services,
Inc., as successor Rights Agent, dated as of July 26, 1989
and amended and restated as of May 27, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
UNION CARBIDE CORPORATION
By: /s/ John K. Wulff
John K. Wulff
Vice-President, Chief
Financial Officer and
Controller
Dated: December 10, 1996
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EXHIBIT INDEX
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Exhibit Description
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1 Form of Amendment, dated as of December 3, 1996, to
the Rights Agreement between Union Carbide
Corporation, a New York corporation, and Chase Mellon
Shareholder Services, Inc., as successor Rights
Agent, dated as of July 26, 1989 and amended and
restated as of May 27, 1992.
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Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 3, 1996, to the
Rights Agreement between Union Carbide Corporation, a New
York corporation (the "Company"), and Chase Mellon
Shareholder Services, Inc., as successor Rights Agent (the
"Rights Agent"), dated as of July 26, 1989 and amended and
restated as of May 27, 1992 (the "Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement
or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof. All acts and things
necessary to make this Amendment a valid agreement,
enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment
by the Company and the Rights Agent have been in all respects
duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as fol-
lows:
1. Section 3(a)(ii) of the Rights Agreement is
hereby amended to add thereto, immediately after the words
"close of business on the tenth calendar day," the following:<PAGE>
(or such later date as may be determined by action of
the Board of Directors of the Company prior to such time
as any Person becomes an Acquiring Person)
2. Section 11(a)(ii)(B) of the Rights Agreement is
hereby amended to read in its entirety as follows:
(B) any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any
Person organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant
to the terms of any such plan), alone or together with
its Affiliates and Associates, becomes at any time after
the Rights Dividend Declaration Date, the Beneficial
Owner of 20% or more of the shares of Common Stock then
outstanding, unless the event causing the threshold to
be crossed is a transaction set forth in Section 13(a)
hereof, or
3. The proviso contained at the end of the first
sentence of Section 11(a)(iii) of the Rights Agreement is
hereby amended to read in its entirety as follows:
provided, however, if the Company shall not have made
adequate provision to deliver value pursuant to clause
(B) above within thirty (30) days following the first
occurrence of a Section 11(a)(ii) Event (the "Section
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11(a)(ii) Trigger Date"), then the Company shall be
obligated to deliver, upon the surrender for exercise of
a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available)
and then, if necessary, cash, which shares and/or cash
have an aggregate value equal to the Spread.
4. Section 23(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
(a) The Board of Directors of the Company may, at
its option, at any time prior to the earlier of (x) such
time as any Person becomes an Acquiring Person or (y)
the Final Expiration Date, redeem all but not less than
all of the then outstanding Rights at a redemption price
of $.01 per Right, as appropriately adjusted to reflect
any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption
Price"), and the Company may, at its option, pay the
Redemption Price either in shares of its Common Stock
(valued at their current market price as defined in
Section 11(d) on the date of the redemption) or cash;
provided, however, that such authorization of redemption
of the Rights shall require that there be Independent
Directors in office, and shall require the concurrence
of a majority of such Independent Directors, in the
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event that such authorization occurs on or after the
date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors of the
Company in office at the commencement of such
solicitation if any Person who is a participant in such
solicitation has stated (or if upon the commencement of
such solicitation a majority of the directors of the
Company has determined in good faith) that such Person
(or any of its Affiliates or Associates) intends to
take, or may consider taking, any action which would
result in such Person becoming an Acquiring Person or
which would cause the occurrence of a Triggering Event
unless, concurrent with such solicitation, such Person
(or one or more of its Affiliates or Associates) is
making a cash tender offer pursuant to a Schedule 14D-1
(or any successor form) filed with the Securities and
Exchange Commission for all outstanding shares of Common
Stock not beneficially owned by such Person (or by its
Affiliates or Associates).
5. The second sentence of Section 27 of the Rights
Agreement is hereby amended by deleting clause (iii) thereof
in its entirety and renumbering clause (iv) thereof
accordingly.
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6. Section 31 of the Rights Agreement is hereby
amended by deleting the proviso contained therein in its
entirety.
7. In the event that Right Certificates are
issued pursuant to the Rights Agreement, the Right
Certificates shall be in substantially the form contemplated
by the Rights Agreement, with such changes therein as may be
necessary or appropriate to reflect this Amendment to the
Rights Agreement.
8. This Amendment to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of
New York and for all purposes shall be governed by and
construed in accordance with the laws of such State ap-
plicable to contracts to be made and performed entirely
within such State.
9. This Amendment to the Rights Agreement may be
executed in any number of counterparts and each of such
counterparts shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to
such terms in the Rights Agreement.
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10. In all respects not inconsistent with the
terms and provisions of this Amendment to the Rights Agree-
ment, the Rights Agreement is hereby ratified, adopted, ap-
proved and confirmed. The Rights Agent hereby confirms that
it is the successor Rights Agent to Manufacturers Hanover
Trust Company and its successors, as contemplated by Section
19 of the Rights Agreement. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the
privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
11. If any term, provision, covenant or restric-
tion of this Amendment to the Rights Agreement is held by a
court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to
the Rights Agreement, and of the Rights Agreement, shall
remain in full force and effect and shall in no way be af-
fected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of
the date and year first above written.
Attest: UNION CARBIDE CORPORATION
By: By:
Attest: CHASE MELLON SHAREHOLDER
SERVICES, INC.
By: By:
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