Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
39 OLD RIDGEBURY ROAD, DANBURY, CT 06817-0001
(Address of principal executive offices)
THE UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
(Full title of the plan)
Bruce D. Fitzgerald
Vice President, General Counsel and Secretary
Union Carbide Corporation
39 Old Ridgebury Road,
DANBURY, CT 06817-0001
(Name and address of agent for service)
(203) 794-2000
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate registra
be registered offering -tion fee
price (2)
================================================================================
<S> <C> <C> <C> <C>
Deferred Compen- $50,000,000(1) $1.00(2) $50,000,000 $13,900
sation
Obligations,
$1.00 par value
</TABLE>
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(1) The Deferred Compensation Obligations are unsecured obligations of Union
Carbide Corporation to pay deferred compensation in the future in accordance
with the terms of the Union Carbide Compensation Deferral Program.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE TO
PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering
$50,000,000 additional deferred compensation obligations ("Deferred Compensation
Obligations") of Union Carbide Corporation (the "Company"), which are issuable
under the Union Carbide Compensation Deferral Program (the "Plan"). A
Registration Statement on Form S-8 (SEC File No. 333-02829) (the "Prior
Registration Statement") relating to this Plan is effective. Accordingly, in
accordance with General Instruction E to Form S-8, the Company incorporates by
reference herein the contents of the Prior Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendments One through Four to the Union Carbide Compensation Deferral
Program.
5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Powers of Attorney of Directors and Certain Officers of the Company
(included on the signature pages hereof).
II - 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Danbury, State of Connecticut on this 24th day of
February, 1999.
UNION CARBIDE CORPORATION
By:/s/ John K. Wulff
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John K. Wulff
Vice President, Chief Financial Officer
and Controller
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Union Carbide Corporation,
hereby severally constitute and appoint William H. Joyce and John K. Wulff, and
each of them singly, our true and lawful attorney, with full power to them, to
sign for us in our names in the capacities indicated below, this Registration
Statement and any and all post-effective amendments to this Registration
Statement, and generally to do all things in our name and on our behalf in such
capacities to enable Union Carbide Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURE TITLE DATE
Chairman of the Board
/s/ William H. Joyce President, Chief Executive February 24, 1999
- ----------------------- Officer and Director
William H. Joyce (Principal Executive Officer)
Vice-President, Chief Financial
Officer and Controller February 24, 1999
/s/ John K. Wulff (Principal Financial and
- ----------------------- Accounting Officer)
John K. Wulff
/s/ C. Fred Fetterolf Director February 24, 1999
- -----------------------
C. Fred Fetterolf
II - 2
<PAGE>
/s/ Rainer E. Gut Director February 24, 1999
- -----------------------
Rainer E. Gut
/s/ Vernon E. Jordan, Jr. Director February 24, 1999
- -----------------------
Vernon E. Jordan, Jr.
/s/ Robert D. Kennedy Director February 24, 1999
- -----------------------
Robert D. Kennedy
/s/ Ronald L. Kuehn, Jr. Director February 24, 1999
- -----------------------
Ronald L. Kuehn, Jr.
/s/ Rozanne L. Ridgway Director February 24, 1999
- -----------------------
Rozanne L. Ridgway
/s/ James M. Ringler Director February 24, 1999
- -----------------------
James M. Ringler
/s/ Paul J. Wilhelm Director February 24, 1999
- -----------------------
Paul J. Wilhelm
II - 3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendments One through Four to the Union Carbide Compensation Deferral
Program.
5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Powers of Attorney of Directors and Certain Officers of the
Company (included on the signature pages hereof).
FIRST AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. The last sentence of Section 2.27 of the Plan is amended in its
entirety to read as follows:
"The value of the Corporation's common stock for
purposes of this Section 2.27 with respect to any relevant date of
determination shall be determined in the same manner as provided in
the Savings Program."
2. The provisions of this First Amendment shall be effective as of
January 1, 1995.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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<PAGE>
SECOND AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 8.02 of the Plan is amended by adding a new subsection
(d) to read as follows:
"(d) Notwithstanding subparagraph (b) above, a
Participant who either (i) is subject to Section 16 of the Exchange
Act or (ii) is deemed subject to Section 16 of the Exchange Act by
the Committee, may utilize the UCC Stock Value Rate at the time of
his or her election to defer any amounts under this Program;
provided, however, that such allocated amounts shall not be eligible
for reallocation to another accrual rate under this Section 8.2 for
a period of 6 months from the Date of Deferral."
2. The provisions of this Second Amendment shall be effective as of
August 15, 1996.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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<PAGE>
THIRD AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 6.4: of the Plan is hereby amended in its entirety to read
as follows:
"6.4: PAYMENT MEDIUM. All payments under this Program with
respect to amounts which (i) at the time of such payment were
accruing at the Fixed Income Rate, or an Applicable Equity
Investment Fund Rate, or (ii) at the time of such payment, if such
payment is made before December 31, 1996, were accruing at either
the UCC Stock Value Rate or the UCC Discounted Stock Value Rate,
shall be made in U.S. dollars. Effective for any payments made to a
Participant who is or has been an executive officer within the
meaning of the Exchange Act on or after December 31, 1996, with
respect to amounts which were accruing at either the UCC Stock Value
Rate or the UCC Discounted Stock Value Rate, such payment shall be
made in shares of common stock of the Corporation."
2. Section 6.5 of the Plan is hereby amended in its entirety to read
as follows:
"6.5: REDUCTION OF PAYMENTS: SHARE WITHHOLDING. (a) All
payments under this Program shall be reduced by any and all amounts
that the Corporation is required to withhold pursuant to applicable
law.
(b) In order to enable the Corporation to meet any applicable
federal, state or local tax withholding requirements, a Participant
(or Beneficiary) who is receiving payment in shares of common stock
of the Corporation, may elect to have the Corporation withhold
shares that would otherwise be delivered to such Participant, or by
delivering to the Corporation other shares of common stock of the
Corporation owned by the Participant. The value of any such shares
of common stock to be withheld by the Corporation, or so delivered
to the Corporation, shall be the mean of the high and low prices of
the common stock of the Corporation as reported in the New York
Stock Exchange - Composite Transactions on the date of payment."
3. The provisions of this Third Amendment shall be effective as of
December 31, 1996.
As hereby amended, the Union Carbide Compensation Deferral Program
shall continue in full force and effect.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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<PAGE>
FOURTH AMENDMENT TO THE
UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
The Union Carbide Compensation Deferral Program (the "Plan") is
hereby amended as follows:
1. Section 2.6 of the Plan is amended in its entirety to read as
follows:
"2.6: A "Change in Control of the Corporation" shall be
deemed to occur if any of the following circumstances shall occur:
(i) any "person" or "group" within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934
("Act") becomes the "beneficial owner" as defined in Rule
13d-3 under the Act of more than 20% of the then
outstanding voting securities of the Corporation;
(ii) any "person" or "group" within the meaning of Sections
13(d) and 14(d)(2) of the Act acquires by proxy or
otherwise the right to vote for the election of
directors, for any merger or consolidation of the
Corporation or for any other matter or question with
respect to more than 20% of the then outstanding voting
securities of the Corporation;
(iii)if during any period of twenty-four consecutive months,
Present Directors and/or New Directors cease for any
reason to constitute a majority of the Board.
For these purposes, "Present Directors" shall mean
individuals who at the beginning of such consecutive
twenty-four month period were members of the Board and
"New Directors" shall mean any director whose election by
the Board or whose nomination for election by the
Corporation's stockholders was approved by a vote of at
least two-thirds of the Directors then still in office
who were Present Directors or New Directors;
(iv) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation;
or
(v) there shall be consummated (x) a reorganization, merger
or consolidation of all or substantially all of the
assets of the Corporation (a "Business Combination"),
unless, following such Business Combination, (a) all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
outstanding Common Stock of the Corporation and
outstanding voting securities of the Corporation
immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common
stock and the combined voting power of the then
outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all
or substantially all of the Corporation's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
outstanding Common Stock of the Corporation and
outstanding voting securities of the Corporation, as the
case may be, (b) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or
such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from
such Business Combination or the combined voting power
of the then outstanding voting securities of such
corporation except to the extent that such ownership
existed prior to the Business Combination and (c) at
least a majority of the members of the board of
directors of the corporation resulting from such
Business Combination were members of the Board at the
time of the execution of the initial agreement, or of
the action of the Board, providing for such Business
Combination; or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the
assets of the Corporation, provided, that the
divestiture of less than substantially all of the assets
of the Corporation in one transaction or a series of
related transactions, whether effected by sale, lease,
exchange, spin-off, sale of the stock or merger of a
subsidiary or otherwise, shall not constitute a Change
in Control.
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to Subparagraphs (i) and (ii) above,
solely because twenty percent (20%) or more of the combined voting
power of the Corporation's then outstanding securities is acquired
by one or more employee benefit plans maintained by the
Corporation."
2. The provisions of this Fourth Amendment shall be-effective as of
January 1, 1997.
As hereby amended, the Union Carbide Compensation Deferral Program
shall continue in full force and effect.
UNION CARBIDE CORPORATION
By: /s/ M.A. Kessenger
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Exhibit 5
March 2, 1999
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Registration Statement on Form S-8 for Compensation
DEFERRAL PROGRAM
Dear Sirs:
Please refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed with the
Securities and Exchange Commission by Union Carbide Corporation (the
"Corporation") relating to the registration of $50,000,000 of the Corporation's
deferred compensation obligations (the "Deferred Compensation Obligations")
which are issuable under the Union Carbide Compensation Deferral Program (the
"Plan").
In connection with the opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and officers
of the Corporation and such other instruments as we have deemed necessary or
appropriate as a basis for the opinions expressed below.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Corporation and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Corporation. As to certain factual matters material to the
opinion expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to matters of officers and other
representatives of the Corporation. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the laws
of the State of New York and the federal laws of the United States of America.
Without limiting the foregoing, we express no opinion with respect to the
applicability thereto or effect of municipal laws or the rules, regulations or
orders of any municipal agencies within any such state.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is validly existing under
the laws of the State of New York.
2. The Plan has been duly adopted by the Board of Directors of the
Corporation.
<PAGE>
Board of Directors -2- March 2, 1999
3. When issued, the Deferred Compensation Obligations of the Corporation
will be valid and binding obligations of the Corporation, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the federal laws of the United States of
America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an Exhibit 5 to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kelley Drye & Warren LLP
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors of
Union Carbide Corporation
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Union Carbide Corporation of our reports on Union Carbide
Corporation included and incorporated by reference in the Annual Report on Form
10-K of Union Carbide Corporation for the year ended December 31, 1997.
/s/ KPMG LLP
Stamford, Connecticut
March 8, 1999
