As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
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 39 Old Ridgebury Road, 203-794-2000
(Address and telephone number Danbury, CT 07817-0001
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. /__/
333-[_______]
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. /__/ 333-[________]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /__
CALCULATION OF REGISTRATION FEE
Title of each : Amount to : Proposed maximum: Proposed maximum: Amount of
class of secur- : be regis- : offering price : aggregate offer-: Registration
itites : tered(1)(2): per unit (3) : ing price(2)(3) : Fee
to be registered: : :
:_____________
: : : :
Debt : : : :
Securities :$250,000,000: 100% : $250,000,000 : $73,750.00
1) If any securities are issued with original issue discount, the amount
registered is such greater amount as results in an aggregate initial
offering price not to exceed $250,000,000.
2) In U.S. dollars or the equivalent thereof in foreign denominated
currency or a composite currency.
3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933
and exclusive of accrued interest, if any.
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.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus included in this Registration Statement also relates to
$250,000,000 of debt securities registered and remaining unissued under
Registration Statement No. 333-17309 previously filed by the Registrant, in
respect of which $75,757.50 was paid to the Commission as a filing fee.
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.
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
Union Carbide Corporation ("Company") may offer from time to time
up to a total initial offering price not to exceed $500,000,000.00 (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"). The Company may offer 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. Furthermore, the Company may sell the
Securities directly, through agents designated from time to time, or to or
through underwriters or dealers (see "Plan of Distribution").
The Prospectus Supplement accompanying the Prospectus sets forth
the specific aggregate principal amount, maturity, rate and time of payment
of interest as well as any redemption provisions, initial public offering
price and proceeds to the Company. The Prospectus Supplement also sets
forth 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.
The Securities may be issued as registered securities, in
certificated or uncertificated form or in a combination thereof.
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 July 22, 1998.
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. 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. Information regarding the operation of the Public
Reference Section may be obtained by calling 1-800-SEC-0330. The Commission
also maintains a World Wide Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. 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 or at the Company's home page on the
World Wide Web (http://www.union carbide.com).
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, 1997; (2) Quarterly Report on Form
10-Q for the quarter ended March 31, 1998; and (3) 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 is a worldwide chemicals and polymers
company with two business segments, Specialties & Intermediates and Basic
Chemicals & Polymers. Specialties & Intermediates converts basic and
intermediate chemicals into a diverse portfolio of chemicals and polymers
serving industrial customers in many markets. This segment also provides
technology services, including licensing, to the oil and gas and
petrochemicals industries. The Basic Chemicals & Polymers segment converts
hydrocarbon feedstocks, principally liquefied petroleum gas and naphtha, into
polyethylene, polypropylene and ethylene oxide/glycol for sale to third-party
customers, as well as propylene, ethylene and ethylene oxide for consumption
by the Specialties & Intermediates segment.
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 to retire outstanding debt, to repurchase outstanding shares of
the Company's common stock, and otherwise for 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:
Three Months
Ended
March 31, 1998 Year Ended December 31,
1997 1996 1995 1994 1993
Ratio of Earnings
to Fixed Charges (a) 3.7 4.2 5.0 8.0 4.9 2.9
(a) For the purpose of calculating 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. The Company has a 45 percent equity
investment in Equate Petrochemical Company. During 1998, 1997 and the last
quarter of 1996, the Company severally guaranteed 45 percent of Equate's
long-term debt and working capital financing needs. During the first three
quarters of 1996, the Company severally guaranteed up to $225 million of
Equate's interim debt. Interest charges associated with guarantees of
outstanding borrowings totaled $17 million, $58 million and $13 million for
the three months ended March 31, 1998 and the years ended December 31, 1997
and 1996, respectively, and have been included, along with the Company's
equity in Equate's pre-tax loss for the same periods, in the calculation of
the ratio of earnings to fixed charges.
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
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; (11) any
tax indemnity provisions; (12) 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; (13)
the portion of principal payable upon acceleration of a Discounted Security
(as defined below); (14) whether and upon what terms Securities may be
defeased; (15) any events of default or restrictive covenants in addition to
or in lieu of those set forth in the Indenture; (16) provisions for
electronic issuance of Securities or for Securities in uncertificated form;
and (17) 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 in
certificated or uncertificated form or a combination thereof, as specified in
the terms of the series. Unless otherwise indicated in the Prospectus
Supplement, Securities will be issued in denominations of $1,000 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."
Registration of transfer of 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.
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 March 31, 1998,
"Restricted Property" includes manufacturing facilities of the Company at
Norco, LA; 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.
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
Certificates for Securities may be exchanged for an equal aggregate
principal amount of certificates for Securities of the same series and date
of maturity in such authorized denominations as may be requested upon
surrender of the certificates at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of the agent.
Defaults and Remedies
An "Event of Default" with respect to a series of Securities will
occur if:
(1) the Company fails to make any payment of interest on any
Securities of the series when the payment becomes due
and continues not to make such payment for a period of 10 days;
(2) the Company fails to make a payment of the principal of any
Securities of the series when the payment becomes due
at maturity or upon redemption, acceleration or otherwise;
(3) the Company fails to perform any of its other
agreements applicable to the series and such failure continues
for 90 days after the notice set forth below;
(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) initiates 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.
Failure to perform under clause (3) above is not an Event of
Default until the Trustee or the holders of at least 25% of the principal
amount of the series notify the Company of the failure and the Company does
not cure the default within the time specified after receipt of the notice.
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.
If an Event of Default occurs and continues on a series, the
Trusteeor the holders of at least 25% of the principal amount of the series may
declare the principal and interest on all Securities of the series due and
payable immediately upon notice to the Company. If an Event of Default
occurs and continues on a series, the Trustee or, upon satisfaction of
certain conditions, a holder may pursue any available remedy to collect the
principal and interest due on the series, enforce the performance of any
provisions regarding the series or protect the rights of the Trustee and
holders of the series. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities of the series.
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 certificated 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
selected by the Company, and for the agents, underwriters and dealers by
Davis Polk & Wardwell, New York, NY, or by other counsel satisfactory to the
relevant agents, underwriters or dealers. At June 30, 1998, Mr. Geoghan
owned 29,572 shares of the Company's common stock including shares allocated
pursuant to the Company's employee stock ownership plan and Ms. Savage owned
4,184 shares of the Company's common stock including shares allocated
pursuant to the Company's employee stock ownership plan. At June 30, 1998,
Mr. Geoghan held options to purchase 213,000 shares of the Company's common
stock and Ms. Savage held options to purchase 29,900 shares of the Company's
common stock.
EXPERTS
The Company's consolidated financial statements and schedule as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $149,507.50
Accounting fees and expenses.............. 5,000.00
Legal fees and expenses................... 25,000.00
Trustee's fees and expenses............... 20,000.00
Blue sky fees and expenses................ 5,000.00
Printing expenses......................... 10,000.00
Miscellaneous............................. 23,000.50
Total..................................... $237,508.00
*Except for the SEC filing fee, all expenses are estimated. The above
expenses relate to $500,000,000.00 of debt securities, which includes those
carried forward from Registration Statement No. 333-13709.
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 or the proceeding was brought by the director or officer to
enforce rights to indemnity, payment or reimbursement under the indemnity
agreement. In the event of a change in control or potential change in
control of the Company, the Company, at the request of a director or officer
is required to create and fund a trust for the benefit of each director or
officer in an amount equal to all costs and expenses relating to any suit or
claim.
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 establishes 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 are filed herewith, except as indicated.
1. Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement) dated July 1998.
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
The Chase Manhattan Bank (formerly Chemical Bank), Trustee. See
Exhibit 4.1.2 to Registration No. 33-60705, 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.
12 Statement re Computation of Ratio of Earnings to Fixed Charges of
the Company - Five Years ended December 31, 1997 and Three Months
ended March 31, 1998.
23.1 Consent of KPMG Peat Marwick LLP, 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 The Chase Manhattan Bank, Trustee.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Bank of New York, Trustee.
Item 17. Undertakings.
The undersigned registrant hereby 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
July 22, 1998.
UNION CARBIDE CORPORATION
By /s/ John K. Wulff
John K. Wulff
Vice-President, Chief Financial Officer
and Controller
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Joyce, Joseph E. Geoghan, or John K. Wulff his attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign and
file with the Securities and Exchange Commission any amendments to the
Registration Statement (including post-effective amendments), any related
registration statements permitted pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any amendments to such registration
statements (including post-effective amendments) and to file with the
Securities and Exchange Commission one or more supplements to any prospectus
included in any of the foregoing, and generally to do anything else necessary
or proper in connection therewith.
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 Date
/s/ William H. Joyce Director, Chairman of July 22, 1998
William H. Joyce the Board, President and
Chief Executive Officer
/s/ Joseph E. Geoghan Director, July 22, 1998
Joseph E. Geoghan Vice-President,
General Counsel
and Secretary
/s/ John K. Wulff Vice-President, Chief July 22, 1998
John K. Wulff Financial Officer and
Controller
Signature Title Date
/s/ C. Fred Fetterolf Director July 22, 1998
C. Fred Fetterolf
/s/ Rainer E. Gut Director July 22, 1998
Rainer E. Gut
/s/ Vernon E. Jordan, Jr. Director July 22, 1998
Vernon E. Jordan, Jr.
/s/ Robert D. Kennedy Director July 22, 1998
Robert D. Kennedy
/s/ Ronald L. Kuehn, Jr. Director July 22, 1998
Ronald L. Kuehn, Jr.
/s/ Rozanne L. Ridgway Director July 22, 1998
Rozanne L. Ridgway
/s/ James M. Ringler Director July 22, 1998
James M. Ringler
______________________________________________________________________________
Registration No. 333----------
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
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
1 Form of Standard Underwriting Agreement Provisions 28
(including form of Terms Agreement) dated July 1998.
5 Opinion of Phyllis Savage, Chief 58
Finance and Securities Counsel of the Company
12 Statement re Computation of Ratio of 59
Earnings to Fixed Charges of the Company -
Five Years ended December 31, 1997 and
Three months ended March 31, 1998.
23 Consent of KPMG Peat Marwick LLP, 60
independent auditors.
25.1 Statement of Eligibility under the Trust 61
Indenture Act of 1939 (Form T-1) of The Chase
Manhattan Bank, Trustee.
25.2 Statement of Eligibility under the Trust 66
Indenture Act of 1939 (Form T-1) of the Bank of
New York, Trustee.
- - 17 -
- - -
II-
- - 2 -
Exhibit 1
July 1998
UNION CARBIDE CORPORATION
DEBT SECURITIES
STANDARD UNDERWRITING AGREEMENT PROVISIONS
1. Introductory. Union Carbide Corporation, a
New York corporation (the "Company"), proposes to issue and
sell from time to time certain of its debt securities
registered under the registration statement referred to in
Section 2(a) ("Registered Securities"). The Registered
Securities will be issued under an indenture, dated as of
[date] (such indenture as amended or supplemented is herein
referred to as the "Indenture"), between the Company and
[Name of Bank], as Trustee (the "Trustee"), in one or more
series, which series may vary as to interest rates,
maturities, redemption provisions, selling prices and other
terms, with all such terms for any particular series of the
Registered Securities being determined at the time of sale.
Particular series of the Registered Securities will be sold
pursuant to a Terms Agreement referred to in Section 3, for
resale in accordance with terms of offering determined at
the time of sale.
The Registered Securities involved in any such
offering are hereinafter referred to as the "Securities."
The firm or firms which agree to purchase the Securities are
hereinafter referred to as the "Underwriters" of such
Securities, and the representative or representatives of the
Underwriters, if any, specified in a Terms Agreement
referred to in Section 3 are hereinafter referred to as the
"Representatives"; provided, however, that if the Terms
Agreement does not specify any representative of the
Underwriters, the term "Representatives," as used in this
Agreement (other than in clause 2 of the second sentence of
Section 3), shall mean the Underwriters.
2. Representations and Warranties of the Company.
The Company represents and warrants to, and agrees with,
each Underwriter that:
(a) The Company meets the requirements for
use of Form S-3 under the Securities Act of 1933 (the "Act")
and has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on such Form
(the file number of which is set forth in the Terms
Agreement), which has become effective, for the registration
under the Act of the Registered Securities. Such
registration statement, as amended at the date of any Terms
Agreement, meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. Such registration
statement, including the exhibits thereto, as amended at the
date of any Terms Agreement, is hereinafter called the
"Registration Statement" and the prospectus included in the
Registration Statement, supplemented as contemplated by
Section 3 to reflect the terms of the Securities and the
plan of distribution thereof, in the form in which it shall
be filed with the Commission pursuant to Rule 424(b), is
hereinafter called the "Prospectus." Any reference herein
to the Registration Statement or the Prospectus shall be
deemed to include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed
under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of any Terms Agreement or the
date of the Prospectus, as the case may be, and any
reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement or
the Prospectus shall include the filing of any document
under the Exchange Act after the date of this Agreement or
the date of the Prospectus, as the case may be, deemed to be
incorporated therein by reference. If the Company has filed
an abbreviated registration statement to register additional
Debt Securities pursuant to Rule 462(b) under the Act, then
any reference herein to the term "Registration Statement"
shall also include such Rule 462(b) registration statement.
(b) As of the date of any Terms Agreement,
when the Prospectus is first filed pursuant to Rule 424(b)
under the Act, when, prior to the Closing Date (as defined
in Section 3), any amendment to the Registration Statement
becomes effective (including the filing of any document
incorporated by reference in the Registration Statement) and
at the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as amended
or supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Exchange Act and the
respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor
the Prospectus, as amended or supplemented as of any such
time, will contain any untrue statement of a material fact
or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein
not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the
Registration Statement which constitutes the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the
Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter specifically for
use in connection with the preparation of the Registration
Statement and the Prospectus.
(c) The Company has been duly incorporated,
is validly existing as a corporation in good standing under
the laws of New York, and has the corporate power and
authority to own its property and to conduct its business as
described in the Prospectus, as amended or supplemented.
(d) Each significant subsidiary (as defined
in Regulation S-X of the Commission) of the Company has been
duly incorporated, is validly existing as a corporation in
good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the
Prospectus, as amended or supplemented.
(e) The applicable Terms Agreement has been
duly authorized, executed and delivered by the Company.
(f) The Indenture has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable in accordance
with its terms except as (i) the enforceability thereof may
be limited by fraudulent transfer, bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii)
rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability.
(g) The Securities have been duly authorized
by the Company and, when executed and authenticated in
accordance with the Indenture and delivered to and duly paid
for by the purchasers thereof, will be entitled to the
benefits of the Indenture and will be valid and binding
obligations of the Company, enforceable in accordance with
their respective terms except as (i) the enforceability
thereof may be limited by fraudulent transfer, bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability.
(h) The Delayed Delivery Contracts (as
defined below), if any, have been duly authorized, executed
and delivered by the Company and are valid and binding
agreements of the Company, enforceable in accordance with
their respective terms except as (i) the enforceability
thereof may be limited by fraudulent transfer, bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general
applicability.
(i) The execution and delivery by the
Company of, and the performance by the Company of its
obligations under, the applicable Terms Agreement, the
Indenture, the Securities and any Delayed Delivery Contract
does not and will not contravene any provision of applicable
law or the certificate of incorporation or by-laws of the
Company or any agreement or other instrument binding upon
the Company or any of its subsidiaries that is material to
the Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any of its
subsidiaries, and no consent, approval, authorization or
order of or qualification with any governmental body or
agency is required for the performance by the Company of its
obligations under the applicable Terms Agreement, the
Securities, the Indenture or any Delayed Delivery Contract,
except such as may be required by the securities or Blue Sky
laws of the various states in connection with offer and sale
of the Securities.
(j) There has not been any material adverse
change in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the
Prospectus.
(k) The Company is not an "investment
company" or an entity "controlled" by an "investment
company," as such terms are defined in the Investment
Company Act of 1940, as amended.
(l) There are no legal or governmental
proceedings pending or, to the knowledge of the Company,
threatened to which, the Company or any of its subsidiaries
is a party or to which any of the properties of the Company
or any of its subsidiaries is subject that are required to
be described in the Registration Statement or the Prospectus
and are not so described or any statutes, regulations,
contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or
to be filed or incorporated by reference as exhibits to the
Registration Statement that are not described, filed or
incorporated as required.
3. Purchase and Offering of Securities. The
obligation of the Underwriters to purchase the Securities
will be evidenced by an exchange of written communications
("Terms Agreement") at the time the Company determines to
sell the Securities. The Terms Agreement will incorporate
by reference the provisions of this Agreement, except as
otherwise provided therein, and will specify (1) the firm or
firms which will be Underwriters, (2) the names of any
Representatives, (3) the principal amount of Securities to
be purchased by each Underwriter and the purchase price to
be paid by the Underwriters, (4) the terms of the Securities
not already specified in the Indenture, (5) whether any of
the Securities may be sold to institutional investors
pursuant to Delayed Delivery Contracts (as defined below),
(6) the time and date on which delivery of the Securities
will be made to the Representatives for the accounts of the
several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price in immediately available funds (such time and date, or
such other time and date not later than seven full business
days thereafter as the Representatives and the Company agree
to as to time and date for payment and delivery, being
herein and in the Terms Agreement referred to as the
"Closing Date") and (7) the place of delivery and payment.
The obligations of the Underwriters to purchase the
Securities will be several and not joint. The Securities
delivered to the Underwriters on the Closing Date will be in
definitive fully registered form, in such denominations and
registered in such names as the Representatives may request.
Certificates for the Securities shall be registered
in such names and in such denominations as the
Representatives may request not less than three full
Business Days in advance of the Closing Date.
If the Terms Agreement provides for sales of
Securities pursuant to Delayed Delivery Contracts, the
Company authorizes the Underwriters to solicit offers to
purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto
("Delayed Delivery Contracts") with such changes therein as
the Company may authorize or approve. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. On the Closing Date the Company will pay, as
compensation, to the Representatives for the accounts of the
Underwriters, the fee set forth in such Terms Agreement in
respect of the principal amount of Securities to be sold
pursuant to Delayed Delivery Contracts ("Contract
Securities"). The Underwriters will not have any
responsibility in respect of the validity or the performance
of any Delayed Delivery Contract. If the Company executes
and delivers a Delayed Delivery Contract, the Contract
Securities will be deducted from the Securities to be
purchased by the several Underwriters and the aggregate
principal amount of Securities to be purchased by each
Underwriter will be reduced pro rata in proportion to the
principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the
extent that the Representatives determine that such
reduction shall be otherwise than pro rata and so advise the
Company. The Company will advise the Representatives not
later than the business day prior to the Closing Date of the
principal amount of Contract Securities.
4. Certain Agreements of the Company. The
Company agrees with the several Underwriters that it will
furnish to counsel for the Underwriters, without charge, one
signed copy of the Registration Statement, including all
exhibits, in the form it became effective and of all
amendments thereto and that, in connection with each
offering of Securities:
(a) At any time when a prospectus relating to
the Securities is required to be delivered under the Act,
before amending or supplementing the Registration Statement
or the Prospectus with respect to the Securities, the
Company will furnish to the Representatives a copy of such
proposed amendment or supplement and will not file any such
proposed amendment or supplement to which the
Representatives reasonably object. The Company will also
advise the Representatives promptly of the filing of any
such amendment or supplement and of the institution by the
Commission of any stop order proceedings in respect of the
Registration Statement and will use its best efforts to
prevent the issuance of any such stop order and to obtain as
soon as possible its lifting, if issued.
(b) If, at any time when a prospectus
relating to the Securities is required to be delivered under
the Act, any event occurs or a condition exists as a result
of which the Prospectus, as then amended or supplemented,
would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made when the Prospectus was delivered, not misleading,
or if it is necessary at any time to amend the Prospectus to
comply with the Act, the Company promptly will prepare and
file with the Commission an amendment or supplement which
will correct such statement or omission or an amendment
which will effect such compliance.
(c) As soon as practicable after the date of
each Terms Agreement, the Company will make generally
available to their security holders an earnings statement
that satisfies the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(d) The Company will furnish to the
Representatives copies of the Registration Statement,
including all exhibits, any related preliminary prospectus,
any related preliminary prospectus supplement, the
Prospectus and all amendments and supplements to such
documents, in each case as soon as available and in such
quantities as are reasonably requested.
(e) The Company will arrange for the
qualification of the Securities for sale and the
determination of their eligibility for investment under the
laws of such jurisdictions as the Representatives designate
and will continue such qualifications in effect so long as
required for the distribution; provided that the Company
shall not be required to qualify to do business in any
jurisdiction where it is not now qualified or to file a
general consent to service of process in any jurisdiction.
(f) The Company will pay all expenses
incident to the performance of its obligations under this
Agreement and will reimburse the Underwriters for any
reasonable expenses (including the fees and disbursement of
counsel) incurred by them in connection with qualification
of the Registered Securities for sale and determination of
their eligibility for investment under the laws of such
jurisdictions as the Representatives may designate, the
printing of memoranda relating thereto, any filing fees of
the National Association of Securities Dealers, Inc.,
relating to the Securities and for reasonable expenses
incurred in distributing the Prospectus, any preliminary
prospectuses and any prospectus supplements to Underwriters.
(g) Between the date of any Terms Agreement
and the Closing Date specified in such agreement, the
Company will not, without the Representatives' prior
consent, offer, sell, contract to sell or otherwise dispose
of debt securities of the Company pursuant to the
Registration Statement or any other registration statement
filed by the Company under the Act, which debt securities
have a maturity of more than one year from the date of
issue, except that the Company may offer, sell, contract to
sell or otherwise dispose of obligations of the Company in
respect of industrial revenue bonds or similar securities
exempt from federal income taxes.
5. Conditions of the Obligations of the
Underwriters. The obligations of the several Underwriters
to purchase and pay for the Securities will be subject to
the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the
statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional
conditions precedent:
(a) The Representatives shall have received a
letter, dated the Closing Date, of KPMG Peat Marwick, in
form and substance reasonably satisfactory to the
Representatives containing statements and information of the
type customarily included in accountants "comfort letters"
with respect to the financial statements and certain
financial information contained or incorporated by reference
in the Prospectus.
(b) No stop order suspending the
effectiveness of the Registration Statement or of any part
thereof shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of
the Company, shall be contemplated by the Commission.
(c) Subsequent to the execution of the Terms
Agreement, there shall not have occurred (i) any change in
the condition, financial or otherwise, or in the earnings,
business or operations, of the Company and its subsidiaries,
taken as a whole, from that set forth in the Prospectus,
which is material and adverse; (ii) any downgrading in, or
notice of any proposal to downgrade, the rating of the
Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act) or any public announcement that
any such organization has under surveillance or review with
negative implications or without indicating the direction of
the possible change the rating of the Company's debt
securities; (iii) any suspension or limitation of trading in
securities generally on or by the New York Stock Exchange,
the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board Options
Exchange, the Chicago Mercantile Exchange or the Chicago
Board of Trade, or any setting of minimum prices for trading
on such exchange; or (iv) any suspension of trading of any
securities of the Company on any exchange; (v) any banking
moratorium declared by Federal or New York authorities; or
(vi) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a
national emergency or war, if the effect of any such event
set forth in (i) through (vi), in the judgment of the
Representatives, makes it impractical or inadvisable to
proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated by
the Prospectus.
(d) The Representatives shall have received
an opinion, dated the Closing Date, of [Name], General
Counsel of the Company, or other counsel to the Company
acceptable to the Representatives substantially in the form
of Exhibit A.
(e) The Representatives shall have received
from Davis Polk & Wardwell, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date,
substantially in the form of Exhibit B, and the Company
shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such
matters.
(f) The Representatives shall have received
certificates, dated the Closing Date, of the President or
any Vice-President and a principal financial or accounting
officer of the Company in which such officers, to the best
of their knowledge, shall state that (i) the representations
and warranties of the Company in this Agreement are true and
correct, that the Company has complied with all agreements
and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, (ii) no
stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are
contemplated by the Commission and (iii) subsequent to the
date of the most recent financial statements in the
Prospectus, and there has been no material adverse change in
the condition, financial or otherwise, or in the earnings,
business or operations of the Company and its subsidiaries
taken as a whole except as set forth in or contemplated by
the Prospectus or as described in such certificate.
6. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the
Act or Section 20 of the Exchange Act from and against any
and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or in
any amendment thereof or the Prospectus (as amended or
supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any
Underwriter furnished in writing to the Company by such
Underwriter expressly for use therein.
(b) Each Underwriter agrees, severally and
not jointly, to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement
and each person, if any, who controls the Company within the
meaning of either Section 15 of the Act or Section 20 of the
Exchange Act and each other Underwriter and any person
controlling such Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company
to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Company by
such Underwriter in writing expressly for use in the
Registration Statement or the Prospectus or any amendments
or supplements thereto.
(c) In case any proceeding (including any
governmental investigation) shall be instituted involving
any person in respect of which indemnity may be sought
pursuant to either paragraph (a) or (b) above, such person
(the "indemnified party") shall promptly notify each person
against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party, upon request
of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the
indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees
and expenses of more than one separate firm (in addition to
any local counsel) for all such indemnified parties and that
all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the
Representatives, in the case of parties indemnified pursuant
to paragraph (a) above, and by the Company, in the case of
parties indemnified pursuant to paragraph (b) above. The
indemnifying party shall not be liable for any settlement of
any proceeding in respect of which the indemnified party is
entitled to indemnification pursuant to paragraph (a) or (b)
above effected without its written consent (which consent
shall not be unreasonably withheld), but if settled with
such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment. An indemnifying
party shall not without the prior written consent of the
indemnified party (which consent shall not be unreasonably
withheld) effect any settlement releasing the indemnifying
party from any pending or threatened litigation, proceeding
or claim in respect of which any indemnified party is or
could have been a party and for which such indemnified party
would have been entitled to indemnity hereunder, unless such
settlement includes an unconditional release of all
indemnified parties from all liability with respect to
claims which are the subject matter of such litigation,
proceeding or claim or which relate to or arise out of the
same or substantially similar facts or circumstances.
(d) If the indemnification provided for in
paragraph (a) or (b) of this Section 6 is unavailable to an
indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein in
connection with any offering of Securities, then each
indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the
one hand and each Underwriter on the other from the offering
of such Securities or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and each
Underwriter on the other in connection with the statements
or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other in
connection with the offering of such Securities shall be
deemed to be in the same respective proportions as the total
net proceeds from the offering of such Securities (before
deducting expenses) received by the Company bear to the
total discounts and commissions received by the
Underwriters. The relative fault of the Company on the one
hand and of each Underwriter on the other shall be
determined by reference to, among other things, whether the
untrue or allegedly untrue statement of a material fact or
the omission or alleged omission to state a material fact
relates to information supplied by the Company or by such
Underwriter and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent
such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 6(d) are
several in proportion to the respective principal amounts of
Securities purchased by each Underwriter and not joint.
(e) The Company and each Underwriter agree
that it would not be just or equitable if contribution
pursuant to this Section 6 were determined by pro rata
allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of
allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject
to the limitations set forth in paragraph (c) above, any
legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the
provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by
which the total price at which the Securities referred to in
paragraph (d) above that were purchased through such
Underwriter exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law
or in equity.
7. Default of Underwriters. If any Underwriter
or Underwriters default in their obligations to purchase
Securities under the Terms Agreement and the aggregate
principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase
does not exceed 10% of the total principal amount of the
Securities, the Representatives may make arrangements
satisfactory to the Company for the purchase of such
Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by the
Closing Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective
commitments under such Terms Agreement, to purchase the
Securities that such defaulting Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters so
default and the aggregate principal amount of the Securities
with respect to which such default or defaults occur exceeds
10% of the total principal amount of the Securities and
arrangements satisfactory to the Representatives and the
Company for the purchase of such Securities by other persons
are not made within 36 hours after such default, such Terms
Agreement will terminate without liability on the part of
any non-defaulting Underwriter or the Company, except as
provided in Section 8. As used in this Agreement, the term
"Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its
default. The respective commitments of the several
Underwriters for the purposes of this Section shall be
determined without regard to reduction in the respective
Underwriters' obligations to purchase the principal amount
of the Securities set forth opposite their names in the
Terms Agreement as a result of Delayed Delivery Contracts
entered into by the Company.
The agreements set forth in this Section will not
apply if the Terms Agreement specifies that such agreements
will not apply.
8. Survival of Certain Representations and
Obligations. The respective indemnities, agreements,
representations, warranties and other statements of the
Company, its officers and of the several Underwriters set
forth in or made pursuant to any Terms Agreement will remain
in full force and effect, regardless of any investigation,
or statement as to the result thereof, made by or on behalf
of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the
Securities. If the Terms Agreement is terminated pursuant
to Section 7 or if for any reason the purchase of the
Securities by the Underwriters under the Terms Agreement is
not consummated, the Company shall remain responsible for
the expenses to be paid or reimbursed by it pursuant to
Section 4 and the respective obligations of the Company and
the Underwriters pursuant to Section 6 shall remain in
effect. If the purchase of the Securities by the
Underwriters is not consummated for any reason other than
the termination of the Terms Agreement pursuant to Section 7
or the occurrence of any event specified in clause (iii),
(iv) or (v) of Section 5(c), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including
reasonable fees and disbursement of counsel) reasonably
incurred by them in connection with the offering of the
Securities.
9. Notices. All communications hereunder will be
in writing, may be sent by mail, facsimile, telegraphed and
confirmed or otherwise delivered, if to the Underwriters, at
their addresses furnished to the Company in writing for the
purpose of communications hereunder, and if to the Company,
at Union Carbide Corporation, 39 Old Ridgebury Road,
Danbury, Connecticut 06817-0001, Attention: Treasurer.
10. Successors. Any Terms Agreement will inure to
the benefit of and be binding upon the Company and such
Underwriters as are identified therein and their respective
successors and the officers and directors and controlling
persons referred to in Section 6, and no other person will
have any right or obligation hereunder.
11. Applicable Law. The Terms Agreement shall be
governed by, and construed in accordance with, the laws of
the State of New York.
ANNEX I
DELAYED DELIVERY CONTRACT
__________, 199_
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from
Union Carbide Corporation, a New York corporation (the
"Company"), and the Company agrees to sell to the
undersigned,
$_________________
principal amount of the Company's [Insert title of
securities] (the "Securities") offered by the Company's
Prospectus dated ___________, 199_ and a Prospectus
Supplement dated ___________, 199_ relating thereto,
receipt of copies of which is hereby acknowledged, at ___%
of the principal amount thereof plus accrued interest, if
any, from ___________, 199_, and on the further terms and
conditions set forth in this Delayed Delivery Contract
("Contract").
The undersigned will purchase from the Company as
of the date hereof, for delivery on the dates set forth
below, Securities in the principal amounts set forth below:
Delivery Date Principal Amount
Each of such delivery dates is hereinafter referred to as a
"Delivery Date."
Payment for the Securities that the undersigned has
agreed to purchase for delivery on each Delivery Date shall
be made to the Company or its order by wire transfer of
immediately available (same day) funds to an account
specified by the Company at 10:00 A.M. on such Delivery Date
upon delivery to the undersigned at the offices of
________________ of the Securities to be purchased by the
undersigned on such Delivery Date in definitive fully
registered form and in such denominations and registered in
such names as the undersigned shall designate by written or
telegraphic communication addressed to the Company not less
than five business days prior to such Delivery Date.
It is expressly agreed that the provisions for
delayed delivery and payment are for the sole convenience of
the undersigned; that the purchase hereunder of Securities
is to be regarded in all respects as a purchase as of the
date of this Contract subject to the first paragraph hereof
with respect to the accrual of interest; that the obligation
of the Company to make delivery of and accept payment for,
and the obligation of the undersigned to take delivery of
and make payment for, Securities on each Delivery Date shall
be subject only to the conditions that (1) investment in the
Securities shall not at such Delivery Date be prohibited
under the laws of any jurisdiction in the United States to
which the undersigned is subject and (2) the Company shall
have sold to the Underwriters the principal amount of the
Securities less the principal amount thereof covered by this
and other similar Contracts. The undersigned represents
that its investment in the Securities is not, as of the date
hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which governs such
investment.
Promptly after completion of the sale to the
Underwriters the Company will mail or deliver to the
undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel for
the Company delivered to the Underwriters in connection
therewith.
This Contract will inure to the benefit of and be
binding upon the parties hereto and their respective
successors, but will not be assignable by either party
hereto without the written consent of the other.
It is understood that the acceptance of any such
Contract is in the Company's sole discretion and, without
limiting the foregoing, need not be on a first-come,
first-served basis. If this Contract is acceptable to the
Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below.
This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or
delivered.
This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
Very truly yours,
______________________________
(NAME OF PURCHASER)
By __________________________
Name:
Title:
______________________________
______________________________
(Address of Purchaser)
Accepted, as of the above date
UNION CARBIDE CORPORATION
By __________________________
Name:
Title:
UNION CARBIDE CORPORATION
DEBT SECURITIES
TERMS AGREEMENT
____________, 199_
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Attention:
Referring to the Debt Securities of Union Carbide
Corporation (the "Company") covered by the Company's
Registration Statement on Form S-3 (No. 33-___________) (the
"Registration Statement"), on the basis of the
representations, warranties and agreements contained in this
Agreement, and subject to the terms and conditions herein
set forth, the Underwriters named on Schedule A hereto
("Underwriters") agree to purchase, severally but not
jointly, and the Company agrees to sell to the Underwriters,
$_____________ aggregate principal amount of ___%
____________ Due ____________ (the "Securities") in the
respective principal amounts set forth opposite the names of
the Underwriters on Schedule A hereto.
The price at which the Securities shall be
purchased from the Company by the Underwriters shall be ___%
of the principal amount thereof [plus accrued interest from
_________, 199_]. The Securities will be offered as set
forth in the Prospectus Supplement relating thereto.
The Securities will have the following terms:
Title: _______________________
Interest Rate: ___% per annum
Interest Payment Dates: ____________ and _____________
commencing ___________, 199_
Maturity: _____________________
Other Provisions: as set forth in the Prospectus Supplement
relating to the Securities
Closing: __:__ A.M. on ___________, 199_, at the offices of
___________________ against wire transfer of immediately
available (same day) funds.
Name[s] and Address[es] of Representative[s]:
The provisions contained in the Union Carbide
Corporation Standard Underwriting Agreement Provisions (May
1994 Edition), a copy of which has been filed as Exhibit 1
to the Registration Statement, are incorporated herein by
reference, [except that the obligations and agreements set
forth in Section 7 ("Default of Underwriters") of the
Underwriting Agreement shall not apply to the obligations of
the Underwriters to purchase the above Securities.]
The Securities will be made available for checking
and packaging at the office of ___________________________
at least 24 hours prior to the Closing Date.
We represent that we are authorized to act for the
several Underwriters named in Schedule A hereto in
connection with this financing and any action under this
agreement by any of us will be binding upon all the
Underwriters.
This Terms Agreement may be executed in one or more
counterparts, all of which counterparts shall constitute one
and the same instrument.
If the foregoing is in accordance with your under-
standing of our agreement, kindly sign and return to us the
enclosed duplicate hereof, whereupon it will become a
binding agreement between the Company and the several
Underwriters in accordance with its terms.
Very truly yours,
[NAMES OF REPRESENTATIVES
On behalf of themselves and
as Representatives of the
Several Underwriters
By: ___________________________
By: ___________________________
Name:
Title:
The foregoing Terms Agreement
is hereby confirmed as of the
date first above written
UNION CARBIDE CORPORATION
By: _________________________
Name:
Title:
SCHEDULE A
Principal
Underwriter Amount
. . . . . . . . . . . . . $
________
Total . . . . . . . . . . . .$________
EXHIBIT A
[FORM OF OPINION OF COMPANY COUNSEL]
[Dated the Closing Date]
[Names and Addresses of Representatives]
Dear Sirs:
I have acted as counsel for Union Carbide
Corporation, a New York corporation (the "Company") in
connection with the sale by the Company of $______________
principal amount of its ___% _____________ Due ____________
(the "Securities") pursuant to the Terms Agreement dated
_________, 199_ (such agreement, together with the Standard
Underwriting Agreement Provisions (May 1994 Edition)
incorporated therein, is referred to herein as the "Terms
Agreement") between you and the Company. The Securities are
to be issued under an Indenture dated as of [Date] (the
"Indenture") among the Company and [Name of Bank], Trustee
(the "Trustee").
I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and
other instruments as I have deemed necessary for the purpose
of rendering this opinion.
I have participated in the preparation of the
registration statement on Form S-3 (Registration No.
33-_________) filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the
provisions of the Securities Act of 1933 (the "Act"),
registering $[_____________] aggregate initial offering
price of debt securities to be issued from time to time by
the Company. In addition, I have examined evidence that the
Registration Statement was declared effective under the Act
and the Indenture was qualified under the Trust Indenture
Act of 1939 (the "Trust Indenture Act"), on ___________,
199_. Such registration statement as amended at the date
hereof (including the documents incorporated by reference
therein) is herein referred to as the Registration Statement
and the related prospectus (including the documents
incorporated by reference therein) together with the
prospectus supplement dated ________, 199_ specifically
relating to the Securities, as filed with the Commission
pursuant to Rule 424(b) under the Act, is herein referred to
as the "Prospectus."
Based upon the foregoing, I am of the opinion that:
(A) The Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of the State of New York, and has the corporate power
and authority to own its property and to conduct its
business as described in the Prospectus, as amended or
supplemented.
(B) The Terms Agreement has been duly authorized,
executed and delivered by the Company [and any Delayed
Delivery Contract has been duly authorized, executed and
delivered by the Company].
(C) The Indenture has been duly qualified under
the Trust Indenture Act and has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable in accordance
with its terms.
(D) The Securities have been duly authorized and,
when executed and authenticated in accordance with the
Indenture and delivered to and duly paid for by you, will be
entitled to the benefits of the Indenture and will be valid
and binding obligations of the Company, enforceable in
accordance with their terms.
(E) The execution and delivery by the Company of,
and the performance by the Company of its obligations under,
the Terms Agreement, the Securities and the Indenture [and
any Delayed Delivery Contract] will not contravene any
provision of applicable law or the certificate of
incorporation or by-laws of the Company or any agreement or
other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or, to the best of my
knowledge, any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company
or any of its subsidiaries.
(F) No consent, approval, authorization or order
of or qualification with any governmental body or agency is
required for the performance by the Company of its
obligations under the Terms Agreement, the Securities or the
Indenture except such as may be required by the securities
or Blue Sky laws of the various states in connection with
the offer and sale of the Securities.
(G) The statements in the Prospectus, as amended
or supplemented, under the captions "Description of
Securities," and "Description of [__________]," in each case
insofar as such statements constitute summaries of the legal
matters, documents or proceedings referred to therein,
fairly present the information called for with respect to
such legal matters, documents and proceedings and fairly
summarize the matters referred to therein.
(H) The documents filed pursuant to the Securities
Exchange Act of 1934 and incorporated by reference in the
Prospectus (other than the financial statements, related
schedules and statistical information of a financial nature
contained or incorporated therein, as to which I have not
been asked to, and do not, express any opinion), when they
became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects
with the requirements of the Act and the Securities Exchange
Act of 1934, as applicable, and the rules and regulations
promulgated thereunder.
(I) The Registration Statement, as of its
effective date, and the Registration Statement and the
Prospectus, as of the date hereof (other than the Statement
of Eligibility on Form T-1 of the Trustee, the financial
statements, related schedules and statistical information of
a financial nature contained or incorporated by reference
therein, as to which I have not been asked to, and do not,
express any opinion), complied as to form in all material
respects with the requirements of the Act and the rules and
regulations promulgated thereunder.
The opinions set forth in paragraphs (C) and (D)
above are qualified insofar as enforceability may be limited
by fraudulent transfer, bankruptcy, insolvency or similar
laws affecting creditors' rights generally and the
availability of equitable remedies may be limited by
equitable principles of general applicability.
I have participated in conferences, by person or by
telephone, with officers and other representatives of the
Company, representatives of the independent public
accountants for the Company and your representatives and
your counsel, at which the contents of the Registration
Statement and Prospectus and related matters were discussed,
and although I am not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement and
Prospectus, I advise you that on the basis of the foregoing
(relying as to materiality to a large extent upon the
opinions of officers and other representatives of the
Company), no facts have come to my attention which lead me
to believe that at the time the Registration Statement
became effective it contained an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus as of the
date hereof contains an untrue statement of a material fact
or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading (it being
understood that I have not been asked to, and do not,
comment on the financial statements, related schedules or
statistical information of a financial nature contained or
incorporated therein or on any of the information contained
in the Statement of Eligibility on Form T-1 of the Trustee).
This opinion is limited to the federal laws of the
United States of America and the laws of the State of New
York.
Very truly yours,
EXHIBIT B
[FORM OF OPINION OF COUNSEL FOR THE UNDERWRITERS]
[Dated the Closing Date]
[Names and Addresses of Representatives]
Dear Sirs:
We have acted as your counsel in connection with
the sale by Union Carbide Corporation, a New York
corporation (the "Company"), of $____________ principal
amount of its ___% ____________ Due ____________ (the
"Securities") and the purchase of the Securities by you,
severally, pursuant to a Terms Agreement dated _________,
199_ (such agreement, together with the Union Carbide
Corporation Standard Underwriting Agreement Provisions (May
1994 Edition) incorporated therein is referred to herein as
the "Terms Agreement"). The Securities will be issued
pursuant to the provisions of an indenture dated as of
[Date] (the "Indenture"), between the Company and [Name of
Bank], Trustee (the "Trustee").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and
other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion, including those
relating to the authorization, execution and delivery by the
Company of the Indenture and the Terms Agreement, and the
authorization of the Securities by the Company.
We have participated in the preparation of the
registration statement on Form S-3 (Registration No.
33-__________) (other than the documents incorporated by
reference in the prospectus included therein (the
"Incorporated Documents")) filed by the Company with the
Securities and Exchange Commission (the "Commission")
pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), registering $[__________] aggregate
initial offering price of debt securities to be issued from
time to time by the Company. Although we did not
participate in the preparation of the Incorporated
Documents, we have reviewed such documents. In addition, we
have received oral confirmation that the registration
statement was declared effective under the Act and that the
Indenture was qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), on
___________, 199_. Such registration statement (including
the Incorporated Documents), as amended at the date hereof,
is herein referred to as the "Registration Statement" and
the related prospectus dated _________, 199_ (including the
Incorporated Documents), together with the prospectus
supplement dated __________, 199 specifically relating to
the Securities, as filed with the Commission pursuant to
Rule 424(b) under the Act, is herein referred to as the
"Prospectus."
We have assumed the conformity of the documents
filed with the Commission via the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR"), except for required
EDGAR formatting changes, to physical copies of the
documents delivered to the Underwriters and submitted for
our examination.
Based upon the foregoing, we are of the opinion
that:
(1) The Indenture has been duly qualified under
the Trust Indenture Act and has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable in accordance
with its terms except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability;
(2) The Securities have been duly authorized and
established in conformity with the provisions of the
Indenture and, when the Securities have been executed by the
Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and delivered to and duly
paid for by the purchasers thereof pursuant to the Terms
Agreement, they will be entitled to the benefits of such
Indenture and will be valid and binding obligations of the
Company, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration
and the availability of equitable remedies may be limited by
equitable principles of general applicability; and
(3) The Terms Agreement has been duly authorized,
executed and delivered by the Company.
We have considered the matters required to be
included in the Registration Statement and Prospectus and
the information contained therein. We are of the opinion
that the statements in the Prospectus under the captions
"Description of Securities," "Description of [_________],"
"Plan of Distribution" and "Underwriters," insofar as such
statements constitute summaries of the documents referred to
therein, fairly present the information called for with
respect to such documents.
We have not ourselves checked the accuracy or
completeness of, or otherwise verified, the information
furnished with respect to other matters in the Registration
Statement or the Prospectus, but we have generally reviewed
and discussed with your representatives and with certain
officers and employees of, and counsel and independent
public accountants for, the Company the information
furnished, whether or not subject to our check and
verification. On the basis of such consideration, review
and discussion, but without independent check or
verification, except as stated, (1) no facts came to our
attention which lead us to believe that (except for
financial statements and schedules as to which we do not
express any belief and except for that part of the
Registration Statement that constitutes the Statement of
Eligibility (Form T-1) of the Trustee) each part of the
Registration Statement, when such part became effective
contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (2)
we are of the opinion that the Registration Statement and
Prospectus (except for financial statements and schedules
included therein as to which we do not express any opinion)
comply as to form in all material respects with the Act and
the applicable rules and regulations of the Commission
thereunder and (3) no facts came to our attention which lead
us to believe that (except as to financial statements and
schedules as to which we do not express any belief) the
Prospectus as of the date hereof contains any untrue
statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading.
We have examined the opinion dated the date hereof
of [Name], counsel for the Company, delivered to you
pursuant to Section 5(d) of the Terms Agreement, and we
believe that such opinion is responsive to the requirements
of the Terms Agreement.
We have also examined the letter dated _________,
199_ of KPMG Peat Marwick, independent certified public
accountants, relating to the financial statements and other
information contained or incorporated by reference in the
Registration Statement and the other matters referred to in
such letter, delivered to you pursuant to Section 5(a) of
the Terms Agreement. We participated in discussions with
your representatives and representatives of KPMG Peat
Marwick relating to the form of such letter, and we believe
that it is substantially in the form agreed to.
Very truly yours,
Exhibit 5
UNION CARBIDE CORPORATION
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Phyllis Savage Phone: 203-794-6327
Chief Finance and Securities Counsel Fax: 203-794-6269
July 22, 1998
BOARD OF DIRECTORS
Union Carbide Corporation
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is being rendered in connection with the Registration
Statement on Form S-3 (the "Registration Statement") and the related
Prospectus (the "Prospectus") being filed by Union Carbide Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
for registration under the Securities Act of 1933 (the "Act") of $500
million aggregate principal amount of the Company's debt securities (the
"Securities") to be issued pursuant to an indenture filed as an exhibit to
the Registration Statement (the "Indenture").
In that connection, I have examined copies of such corporate records
and made such inquiries as I deemed necessary for the purposes of rendering
the opinion set forth below. It is my understanding that the terms of the
Securities will be consistent with the Indenture and the Prospectus and that
the Securities will be executed and authenticated in accordance with the
terms of the Indenture and will be delivered to purchasers thereof against
payment therefor.
Based upon the foregoing, in my opinion the Securities to be sold
pursuant to the Registration Statement when it becomes effective 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.
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 of 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/ P. Savage
P. Savage
Exhibit 12
<TABLE>
Union Carbide Corporation and Subsidiaries
Ratio of Earnings to Fixed Charges
(Million of dollars, except ratios)
<CAPTION>
Quarter
Ended
March 31, 1998 1997 1996 1995 1994 1993
Income
<S> <C> <C> <C> <C> <C> <C>
Income (loss) of consolidated
companies before provision
for income taxes -
continuing operations 205 966 845 1,259 471 227
Add (deduct):
Capitalized interest (11) (51) (45) (30) (12) (10)
Preferred stock cash dividends
of consolidated subsidiaries 0 (35) 0 0 0 0
Dividends from less than 50%
owned companies carried at equity 0 0 0 0 0 0
UCC share of income (loss) before
provision for income taxes of
companies carried at equity (a) (2) 29 4 105 79 32
Amortization of capitalized interest 4 14 12 11 10 10
196 923 816 1,345 548 259
Fixed Charges
Interest on long & short-term debt 27 79 76 89 80 70
Capitalized interest 11 51 45 30 12 10
Rental expense representative of
an interest factor 5 18 18 22 22 33
Preferred stock cash dividends of
consolidated subsidiaries 0 35 0 0 0 0
UCC share of fixed charges of
companies carried at equity (a) 29 110 63 52 28 26
Total Fixed Charges 72 293 202 193 142 139
Total adjusted income available
for payment of fixed charges 268 1,216 1,018 1,538 690 398
Ration of Earnings to Fixed Charges 3.7 4.2 5.0 8.0 4.9 2.9
<FN>
(a) For purposes of calculating 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. The Company has a 45 percent equity investment in Equate Petrochemical
Company. During 1998, 1997 and the last quarter of 1996, the Company severally guaranteed 45 percent of
Equate's long-term debt and working capital financing needs. During the first three quarters of 1996, the
Company severally guaranteed up to $225 million of Equate's interim debt. Interest associated with
guarantees of outstanding borrowings totaled $17 million, $58 million and $13 million for the three months
ended March 31, 1998 and the years ended December 31, 1997 and 1996, respectively, and have been included,
along with the Company's equity in Equate's pre-tax losses for the same periods ended, in the calculation of
the ratio of earnings to fixed charges.
</TABLE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors
Union Carbide Corporation:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Stamford, Connecticut
July 22, 1998
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
Union Carbide Corporation
(Exact name of obligor as specified in its charter)
New York 13-14217301
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
39 Old Ridgebury Road
Danbury, CT 06817-0001
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985, December 2,
1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection
with Registration Statement No. 333-06249, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee
to Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b)
of the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York and State of New
York, on the 10th day of July, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
R. Lorenzen
Senior Trust Officer
- 3 -
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO.2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin.................................. $12,037
Interest-bearing balances.......................... 4,054
Securities: ............................................
Held to maturity securities............................. 2,340
Available for sale securities........................... 50,134
Federal funds sold and securities purchased under
agreements to resell................................. 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve...... 0
Loans and leases, net of unearned income,
allowance, and reserve................... 125,161
Trading Assets......................................... 61,820
Premises and fixed assets (including capitalized
leases)............................................ 2,961
Other real estate owned................................ 347
Investments in unconsolidated subsidiaries and
associated companies................................... 242
Customers' liability to this bank on acceptances
outstanding............................................ 1,380
Intangible assets...................................... 1,549
Other assets........................................... 11,727
TOTAL ASSETS........................................... $298,734
LIABILITIES
Deposits
In domestic offices................................. $96,682
Noninterest-bearing...........................$38,074
Interest-bearing...............................58,608
In foreign offices, Edge and Agreement,
subsidiaries and IBF's................................. 72,630
Non-interest bearing...........................$3,289
Interest-bearing...............................69,341
Federal funds purchased and securities sold under agree-
ments to repurchase......................................... 42,735
Demand notes issued to the U.S. Treasury................... 872
Trading liabilities........................................ 45,545
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity one year or less...... 4,454
With a remaining maturity of more than one year.
through three years.......................... 231
With a remaining maturity of more than three years.......... 106
Bank's liability on acceptances executed and outstanding 1,380
Subordinated notes and debentures...................... 5,708
Other liabilities....................................... 11,295
TOTAL LIABILITIES....................................... 281,638
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock............................................. 1,211
Surplus (exclude all surplus related to preferred stock)... 10,291
Undivided profits and capital reserves..................... 5,579
Net unrealized holding gains (losses)
on available-for-sale securities............................ (1)
Cumulative foreign currency translation adjustments.......... 16
TOTAL EQUITY CAPITAL......................................... 17,096
TOTAL LIABILITIES AND EQUITY CAPITAL......................... $298,734
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY
THOMAS G. LABRECQUE DIRECTORS
WILLIAM B. HARRISON, JR.
Exhibit 25.2
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
UNION CARBIDE CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-1421730
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
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1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New
York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No. 33-
21672 and Exhibit 1 to Form T-1 filed with Registration Statement
No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 17th day of July, 1998.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
Name: REMO J. REALE
Title: ASSISTANT VICE PRESIDENT
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ................. $ 6,397,993
Interest-bearing balances .......... 1,138,362
Securities:
Held-to-maturity securities ........ 1,062,074
Available-for-sale securities ...... 4,167,240
Federal funds sold and Securities pur-
chased under agreements to resell... 391,650
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................36,538,242
LESS: Allowance for loan and
lease losses ..............631,725
LESS: Allocated transfer risk
reserve..........................0
Loans and leases, net of unearned
income, allowance, and reserve 35,906,517
Assets held in trading accounts ...... 2,145,149
Premises and fixed assets (including
capitalized leases) ................ 663,928
Other real estate owned .............. 10,895
Investments in unconsolidated
subsidiaries and associated
companies .......................... 237,991
Customers' liability to this bank on
acceptances outstanding ............ 992,747
Intangible assets .................... 1,072,517
Other assets ......................... 1,643,173
Total assets ......................... $55,830,236
LIABILITIES
Deposits:
In domestic offices ................ $24,849,054
Noninterest-bearing ......10,011,422
Interest-bearing .........14,837,632
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 15,319,002
Noninterest-bearing .........707,820
Interest-bearing .........14,611,182
Federal funds purchased and Securities
sold under agreements to repurchase. 1,906,066
Demand notes issued to the U.S.
Treasury ........................... 215,985
Trading liabilities .................. 1,591,288
Other borrowed money:
With remaining maturity of one year
or less .......................... 1,991,119
With remaining maturity of more than
one year through three years...... 0
With remaining maturity of more than
three years ...................... 25,574
Bank's liability on acceptances exe-
cuted and outstanding .............. 998,145
Subordinated notes and debentures .... 1,314,000
Other liabilities .................... 2,421,281
Total liabilities .................... 50,631,514
EQUITY CAPITAL
Common stock ......................... 1,135,284
Surplus .............................. 731,319
Undivided profits and capital
reserves ........................... 3,328,050
Net unrealized holding gains
(losses) on available-for-sale
securities ......................... 40,198
Cumulative foreign currency transla-
tion adjustments ................... ( 36,129)
Total equity capital ................. 5,198,722
Total liabilities and equity
capital ............................ $55,830,236
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith Directors
J. Carter Bacot
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