<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-17309
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 11, 1998
$250,000,000
UNION CARBIDE CORPORATION
6.25% NOTES DUE 2003
----------------
Interest on the Notes is payable on June 15 and December 15 of each year,
commencing December 15, 1998. The Notes may not be redeemed by the Company
prior to maturity. The Notes will be represented by a global security
registered in the name of The Depository Trust Company or its nominee (the
"Depositary"). Beneficial interests in the global security will be shown on,
and transfers thereof will be effected through, records maintained by the
Depositary or its participants. Except as described herein, Notes in
definitive form will not be issued. See "Description of the Notes".
----------------
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 SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT (2) COMPANY (1) (3)
------------ ------------ ---------------
<S> <C> <C> <C>
Per Note......................... 99.876% 0.600% 99.276%
Total............................ $249,690,000 $1,500,000 $248,190,000
</TABLE>
- --------
(1) Plus accrued interest from June 15, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $50,000.
----------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
delivery of the Notes will be made on or about June 16, 1998 through the book-
entry facilities of the Depositary against payment therefor in immediately
available funds.
GOLDMAN, SACHS & CO. CREDIT SUISSE FIRST BOSTON
----------------
The date of this Prospectus Supplement is June 11, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. SUCH ACTIVITIES MAY BE DISCONTINUED AT ANY TIME. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING".
FORWARD LOOKING STATEMENTS
All statements in or incorporated by reference into this Prospectus
Supplement and Prospectus that do not reflect historical information are
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements are subject to
risks and uncertainties. Important factors that could cause actual results to
differ materially from those discussed in such forward looking statements
include the supply/demand balance for the Company's products, customer
inventory levels, competitive pricing pressures, feedstock costs, changes in
industry production capacities and operating rates, currency exchange rates,
interest rates, global economic conditions, particularly in Asia, disruption
in railroad and other transportation facilities, competitive technology
positions, failure by the Company to achieve technology objectives and failure
by the Company to achieve cost reduction targets or complete projects on
schedule.
S-2
<PAGE>
USE OF PROCEEDS
The net proceeds received by the Company from the sale of the Notes,
estimated at $248,190,000, will be used for general corporate purposes and to
repay short-term debt incurred for working capital purposes. At May 31, 1998,
the Company's short-term debt bore a weighted average interest rate of
approximately 5.5%.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements and, to the extent inconsistent therewith, replaces the
description of the general terms and provisions of the Debt Securities set
forth in the accompanying Prospectus, to which reference is hereby made.
Capitalized terms used herein and not defined herein shall have the meanings
given to them in the accompanying Prospectus or in the Indenture referred to
herein.
GENERAL
The Notes due 2003 (the "Notes") offered hereby will be issued under an
Indenture, dated as of June 1, 1995, between the Company and The Chase
Manhattan Bank, as Trustee, as supplemented from time to time (the
"Indenture"). The form of the Indenture is filed as an exhibit to the
Registration Statement of which the accompanying Prospectus is a part. The
following summary of certain provisions of the Indenture and of the Notes
(referred to in the accompanying Prospectus as the "Debt Securities" or
"Securities") supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Debt Securities set
forth in the accompanying Prospectus, to which reference is hereby made. Such
summary does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all provisions of the Indenture, including the
definitions therein of certain terms.
The Notes offered hereby will be limited to $250,000,000 aggregate principal
amount and will mature on June 15, 2003. The Notes will bear interest at the
rate per annum shown on the cover of this Prospectus Supplement, computed on
the basis of a 360-day year of twelve 30-day months, from June 15, 1998, or
from the most recent interest payment date to which interest has been paid or
provided for, payable semiannually on June 15 and December 15 of each year,
beginning on December 15, 1998. Interest payable on any Note which is
punctually paid or duly provided for on any interest payment date shall be
paid to the person in whose name such Note is registered at the close of
business on the June 1 or December 1, as the case may be, preceding such
interest payment date. Payment of interest may be made at the option of the
Company by checks mailed to the registered holders of the Notes.
The Notes are not redeemable by the Company prior to maturity. The Notes
will be subject to defeasance and covenant defeasance as provided in the
accompanying Prospectus.
The Notes will be issued in book-entry form only.
BOOK-ENTRY SYSTEM
The Depository Trust Company, New York, New York, will act as depositary
(the "Depositary") for the Notes. The Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of the
Depositary. The provisions described under "Description of the Securities--
Global Securities" in the Prospectus will be applicable to the Notes.
Accordingly, beneficial interests in the Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary
and its participants.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the United States Federal Reserve
S-3
<PAGE>
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions
of Section 17A of the United States Securities Exchange Act of 1934, as
amended. The Depositary holds securities that its participants ("Direct
Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Direct Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in such Direct Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to the Depositary and its
Direct and Indirect Participants are on file with the Securities and Exchange
Commission.
Principal and interest payments on the Notes registered in the name of the
Depositary's nominee will be made in immediately available funds to the
Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the Notes, the Company and the Trustee will treat the persons in
whose names the Notes are registered as the owners of such Notes for the
purpose of receiving payment of principal and interest on such securities and
for all other purposes whatsoever. Therefore, none of the Company, the Trustee
or any paying agent has any direct responsibility or liability for the payment
of principal or interest on the Global Securities to owners of beneficial
interests in the Global Securities. The Depositary has advised the Company and
the Trustee that its current practice is, upon receipt of any payment of
principal or interest, to credit Direct Participants' accounts on the payment
date in accordance with their respective holdings of beneficial interests in
the Global Securities as shown on the Depositary's records, unless the
Depositary has reason to believe that it will not receive payment on the
payment date. Payments by Direct and Indirect Participants to owners of
beneficial interests in the Global Securities will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Direct and Indirect Participants and not of
the Depositary, the Trustee, or the Company, subject to any statutory
requirements that may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of the Company or the
Trustee. Disbursement of such payments to the owners of beneficial interests
in the Global Securities shall be the responsibility of the Depositary and
Direct and Indirect Participants.
Notes represented by a Global Security will be exchangeable for Notes in
definitive form of like tenor as such Global Security in denominations of
$1,000 and in any greater amount that is an integral multiple if the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary ceases to
be a clearing agency registered under applicable law and a successor
depositary is not appointed by the Company within 90 days or the Company in
its discretion at any time determines not to require all of the Notes of such
series to be represented by a Global Security and notifies the Trustee
thereof. Any Notes that are exchangeable pursuant to the preceding sentence
are exchangeable for Notes issuable in authorized denominations and registered
in such names as the Depositary shall direct. Subject to the foregoing, a
Global Security is not exchangeable, except for a Global Security or Global
Securities of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. So long as the Depositary continues to make its Same-Day
Funds Settlement System available to the Company, all payments of principal
and interest on the Notes will be made by the Company in immediately available
funds.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof between the Company and the Underwriters named below,
the Company has agreed to sell to each of the Underwriters named below,
severally, and each of the Underwriters has severally agreed to purchase the
principal amount of the Notes set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITERS NOTES
------------ ------------
<S> <C>
Goldman, Sachs & Co. ........................................ $125,000,000
Credit Suisse First Boston Corporation....................... $125,000,000
------------
Total ..................................................... $250,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes is subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the
Notes if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.350% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.250% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on any
securities exchange. The Company has been advised by the Underwriters that the
Underwriters intend to make a market in the Notes but are not obligated to do
so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Notes.
In connection with this offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of a series of securities, and short positions
created by the Underwriters involve the sale by the Underwriters of a greater
number of securities than they are required to purchase from the Company in
this offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to Underwriters or broker-dealers in respect of the Notes
sold in this offering may be reclaimed by the Underwriters if such securities
are repurchased by the Underwriters in stabilizing or covering transactions.
These activities may stabilize, maintain or otherwise affect the market price
of a series of the Notes, which may be higher than the price that might
otherwise prevail in the open market, and these activities, if commenced, may
be discontinued at any time. These transactions may be effected in the over-
the-counter market or otherwise.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
From time to time the Underwriters have provided, and continue to provide,
commercial or investment banking services to the Company.
S-5
<PAGE>
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
-------------------------
Union Carbide Corporation ("Company") may offer from time to time up to an
aggregate initial offering price not to exceed $500,000,000 (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") 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. The Securities may be sold
directly by the Company, through agents designated from time to time, or to or
through underwriters or dealers (see "Plan of Distribution").
The specific aggregate principal amount, maturity, rate and time of payment
of interest, any redemption provisions, initial public offering price,
proceeds to the Company, and 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, are set forth
in the Prospectus Supplement accompanying this Prospectus.
The Securities may be issued in registered form without coupons, in bearer
form with coupons, in uncertificated form or in any combination thereof.
Subject to certain exceptions, securities in bearer form may not be offered,
sold or delivered in the United States or to United States persons.
-------------------------
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 JUNE 11, 1998.
<PAGE>
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. 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.
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.
2
<PAGE>
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 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:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------
1998 1997 1996 1995 1994 1993
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
(a)............................... 3.7 4.2 5.0 8.0 4.9 2.9
</TABLE>
- --------
(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.
3
<PAGE>
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 issuable as
registered Securities, bearer Securities, or both, and whether and upon what
terms upon which any registered Securities may be exchanged for bearer
Securities and vice versa; (11) 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; (12) any tax indemnity
provisions; (13) 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; (14) the portion of
principal payable upon acceleration of a Discounted Security (as defined
below); (15) whether and upon what terms Securities may be defeased; (16) any
events of default or restrictive covenants in addition to or in lieu of those
set forth in the Indenture; (17) provisions for electronic issuance of
Securities or for Securities in uncertificated form; and (18) 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, bearer
Securities or uncertificated Securities, as specified in the terms of the
series. Unless otherwise indicated in the Prospectus Supplement, registered
Securities will be issued in denominations of $1,000 and whole multiples
thereof and bearer Securities will be issued in denominations of $5,000 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."
In connection with its original issuance, no bearer Security will be
offered, sold, resold, or mailed or otherwise delivered to any location in the
United States and a bearer Security in definitive form may be delivered in
connection with its original issuance only if the person entitled to receive
the bearer Security furnishes certification as described in United States
Treasury regulation section 1.163-5(c)(2)(i)(D)(3). If there is a change in
the relevant provisions or interpretation of United States laws, the foregoing
restrictions will not apply to a series if the Company determines that such
provisions no longer apply to the series or that failure to so comply would
not have an adverse tax effect on the Company or on holders or cause the
series to be treated as "registration-required" obligations under United
States law.
4
<PAGE>
For purposes of this Prospectus, unless otherwise indicated, "United States"
means the United States of America (including the States and the District of
Columbia), its territories and possessions and all other areas subject to its
jurisdiction. "United States person" means a citizen or resident of the United
States, any corporation, partnership or other entity created or organized in
or under the laws of the United States or a political subdivision thereof or
any estate or trust the income of which is subject to United States federal
income taxation regardless of its source. Any special United States federal
income tax considerations applicable to bearer Securities will be described in
the Prospectus Supplement relating thereto.
To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, principal and interest on bearer
Securities will be payable only upon surrender of bearer Securities and
coupons at a paying agency of the Company located outside of the United
States. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
paying agent outside the United States to which the bearer Securities and
coupons may be presented for payment and will provide the necessary funds
therefor to the paying agent upon reasonable notice.
Registration of transfer of registered 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. Bearer Securities and
the coupons related thereto will be transferable by delivery.
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 convenants
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
5
<PAGE>
that any subleasee 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" mean 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
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<PAGE>
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 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 the 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
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<PAGE>
(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
Registered Securities may be exchanged for an equal aggregate principal
amount of registered Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the
registered Securities at an agency of the Company maintained for such purpose
and upon fulfillment of all other requirements of the agent.
To the extent permitted by the terms of a series of Securities authorized to
be issued in registered form and bearer form, bearer Securities may be
exchanged for an equal aggregate principal amount of registered or bearer
Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto (except as may otherwise be provided in
the Securities) at an agency of the Company maintained for such purpose and
upon fulfillment of all other requirements of the agent. As of the date of
this Prospectus, it is expected that the terms of a series of Securities will
not permit registered Securities to be exchanged for bearer Securities.
DEFAULTS AND REMEDIES
An "Event of Default" with respect to a series of Securities will occur if:
(1) the Company defaults in any payment of interest on any Securities of
the series when the same becomes due and payable and the Default continues
for a period of 10 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable at maturity
or upon redemption, acceleration or otherwise;
(3) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues for 90 days
after the notice specified below;
(4) the Company pursuant to or within the meaning of any Bankruptcy Law:
8
<PAGE>
(A) commences 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.
A Default under clause (3) is not an Event of Default until the Trustee or
the holders of at least 25% in principal amount of the series notify the
Company of the Default and the Company does not cure the Default within the
time specified after receipt of the notice. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities of the
series. 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.
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.
9
<PAGE>
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 registered, bearer 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.
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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.
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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.
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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 Phillis 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 May 31, 1998, Mr. Geoghan owned 30,362
shares of the Company's common stock, including shares allocated pursuant to
the Company's employee stock ownership plan and Ms. Savage owned 4,274 shares
of the Company's common stock, including shares allocated pursuant to the
Company's employee stock ownership plan. At May 31, 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 schedules 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.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THIS PROSPECTUS SUPPLEMENT
NOR THE PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OF-
FER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPEC-
TUS SUPPLEMENT AND THE PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Forward-Looking Statements................................................. S-2
Use of Proceeds............................................................ S-3
Description of the Notes................................................... S-3
Underwriting............................................................... S-5
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of the Securities.............................................. 4
Plan of Distribution....................................................... 12
Legal Opinions............................................................. 13
Experts.................................................................... 13
</TABLE>
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$250,000,000
UNION CARBIDE CORPORATION
6.25% NOTES DUE JUNE 15, 2003
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
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