SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 3, 1996
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(Date of earliest event reported)
UNION CARBIDE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
New York 1-1463 13-1421730
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(State or Other (Commission File (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
39 Old Ridgebury Rd.
Danbury, Connecticut 06817-0001
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(Address of Principal Offices, including zip code)
(203) 794-2000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)<PAGE>
ITEM 5. OTHER EVENTS.
On December 3, 1996, the Board of Directors of Union
Carbide Corporation (the "Company") approved an amendment to
the Company's existing By-laws (the "By-law Amendment"). The
By-law Amendment adds a By-law which requires stockholders of
the Company to provide advance notice to the Company of
business proposed to be brought before, and of nominations of
directors to be made at, meetings of stockholders of the
Company.
Also on December 3, 1996, the Company's Board of
Directors adopted an amendment (the "Rights Amendment") to the
Amended and Restated Rights Agreement (the "Rights Agreement").
The Rights Amendment, among other things, (i) provides that the
Board of Directors of the Company may not redeem the Rights
issued under the Rights Agreement (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 of the Company and (ii) eliminates the
exception to the triggering of the Rights that previously
existed for certain offers.
The forms of By-law Amendment and Rights Amendment
are attached as exhibits and are incorporated herein by
reference. The foregoing descriptions of such amendments are
qualified by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
3.2 By-law Amendment of Union Carbide Corporation,
adopted December 3, 1996.
99.1 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 the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
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
Exhibit Description
3.2 By-law Amendment of Union Carbide Corporation,
adopted December 3, 1996.
99.1 Form of Amendment, dated as of December 3, 1996, to
the Rights Agreement between Union Carbide Corpora-
tion, 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 3.2
BYLAW AMENDMENT
Article I of the Bylaws was amended by adding the
following Section 11 thereto:
Section 11. Notice of Stockholder Business and Nomi-
nations.
(a) Annual Meetings of Stockholders. (i) Nomina-
tions of persons for election as directors and the proposal of
business to be considered by the stockholders may be made at an
annual meeting of stockholders (A) pursuant to the
Corporation's notice of meeting, (B) by or at the direction of
the Board or (C) by any stockholder who was a stockholder of
record at the time of giving of notice provided for in this By-
law, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-law.
(ii) For nominations or other business to be
properly brought before an annual meeting by a stockholder pur-
suant to clause (C) of paragraph (a)(i) of this By-law, the
stockholder must have given timely notice thereof in writing to
the Secretary and such other business must otherwise be a
proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than
the close of business on the 90th day nor earlier than the
close of business on the 120th day prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the
120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which pub-
lic announcement of the date of such meeting is first made by
the Corporation. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth: (A) as to each
person whom the stockholder proposes to nominate for election
or reelection as a director all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the<PAGE>
"Exchange Act"), and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (B) as
to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (x) the name
and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (y) the
class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such benefi-
cial owner.
(iii) Notwithstanding anything in the second sen-
tence of paragraph (a)(ii) of this By-law, in the event that
the number of directors to be elected to the Board is increased
and the public announcement by the Corporation naming all of
the nominees for director or specifying the size of the
increased Board occurs less than 100 days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law shall also be con-
sidered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to
the Secretary at the principal executive offices of the Corpo-
ration not later than the close of business on the 10th day
following the day on which such public announcement is first
made.
(b) Special Meetings of Stockholders. Nominations
of persons for election as directors may be made at a special
meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (i) by or at
the direction of the Board or (ii) provided that the Board has
determined that directors shall be elected at such meeting, by
any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this By-
law, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-law.
In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors
to the Board, any such stockholder may nominate a person or
persons (as the case may be), for election to such position(s)
as are specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(ii) of this By-
law shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close<PAGE>
of business on the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th
day prior to such special meeting or the 10th day following the
day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board
to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as
described above.
(c) General. (i) Only such persons who are nomi-
nated in accordance with the procedures set forth in this By-
law shall be eligible to serve as directors and only such busi-
ness shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the
procedures set forth in this By-law. The Chairman of the
meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance
with the procedures set forth in this By-law and, if any
proposed nomination or business is not in compliance with this
By-law, to declare that such defective proposal or nomination
shall be disregarded.
(ii) For purposes of this By-law, "public announce-
ment" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of
this By-law, a stockholder shall also comply with all ap-
plicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in
this By-law. Nothing in this By-law shall be deemed to affect
any rights (A) of stockholders to request inclusion of propos-
als in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (B) of the holders of any series of
Preferred Stock to elect directors under the circumstances
specified by the terms of such Preferred Stock.<PAGE>
EXHIBIT 99.1
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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