SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
September 22, 1999
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-1463 13-1421730
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
39 Old Ridgebury Rd, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code 203-794-2000
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 21
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Item 5. OTHER EVENTS.
(a) On September 22, 1999, the Board of Directors of Union Carbide
Corporation amended the corporation's By-Laws to provide that
the record date for determining stockholders entitled to notice
of and to vote at a meeting may be set and the notice of meeting
shall be given not more than 60 or less than 10 days before a
stockholders meeting.
(b) See Union Carbide Corporation's press release dated September 22,
1999 accompanying this report as Exhibit 99.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.2 By-Laws of Union Carbide Corporation.
99. Press release, September 22, 1999.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 22, 1999
UNION CARBIDE CORPORATION
By /s/J. Macdonald
J. Macdonald
Assistant Secretary
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EXHIBIT INDEX
Exhibits
3.2 By-Laws of Union Carbide Corporation.
99. Press release, dated September 22, 1999.
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Exhibit 3.2
BY-LAWS
OF
UNION CARBIDE CORPORATION
As Adopted
April 26, 1994
Amended
December 3, 1996
Amended
September 22, 1999
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TABLE OF CONTENTS
Page
ARTICLE I STOCKHOLDERS
Section 1 - Annual Meetings............. 1
2 - Special Meetings............ 1
3 - Time and Place of Meetings.. 1
4 - Notice of Meetings.......... 1
5 - Quorum...................... 1
6 - Required Vote............... 1
7 - Record Date................. 2
8 - Organization................ 2
9 - Procedure................... 2
10 - Adjournments................ 2
11 - Notice of Stockholder
Business and Nominations... 2
ARTICLE II BOARD OF DIRECTORS
Section 1 - General Powers................. 6
2 - Number of Directors............ 6
3 - Term of Office................. 6
4 - Vacancies...................... 6
5 - Regular Meetings............... 6
6 - Special Meetings............... 6
7 - Notice of Meetings............. 7
8 - Quorum and Manner
of Acting..................... 7
9 - Action by Communications
Equipment..................... 7
10 - Action by Consent.............. 7
11 - Organization................... 7
12 - Compensation................... 8
ARTICLE III COMMITTEES
Section 1 - Executive Committee............ 8
2 - Other Committees............... 8
3 - Quorum and Manner
of Acting..................... 8
4 - Procedure...................... 9
5 - Changes in Committees.......... 9
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TABLE OF CONTENTS
Page
ARTICLE IV OFFICERS
Section 1 - Number......................... 9
2 - Election and Term of
Office........................ 9
3 - Removal and Vacancies.......... 9
4 - Subordinate and Assistant
Officers...................... 9
5 - Duties......................... 10
ARTICLE V INDEMNIFICATION...................... 10
ARTICLE VI MISCELLANEOUS PROVISIONS
Section 1 - Transfer of Shares............. 11
2 - Regulations as to Stock
Certificates.................. 12
3 - Stockholder Inspection
Rights........................ 12
4 - Corporate Seal................. 12
5 - Definitions.................... 12
ARTICLE VII AMENDMENTS........................... 13
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BY-LAWS
of
UNION CARBIDE CORPORATION
ARTICLE I
Stockholders
Section 1. Annual Meetings. The annual meeting of stockholders
for the election of directors and other purposes shall be held at such
place, date and hour as shall be designated in the notice of meeting
approved by the Board.
Section 2. Special Meetings. A special meeting of stockholders
may be called at any time by the Board, the Chairman, a President or a
Vice-Chairman.
Section 3. Time and Place of Meetings. Each meeting of
stockholders shall be held at such time and in such place within or
without the State of New York as the Board may determine.
Section 4. Notice of Meetings. Not less than 10 or more than
60 days before the date of each meeting of stockholders, notice of the
meeting shall be given in the manner prescribed by law to each
stockholder entitled to vote thereat.
Section 5. Quorum. Except as otherwise required by law, at
each meeting of stockholders, holders of at least a majority of the
outstanding shares of stock entitled to vote at the meeting shall be
present in person or by proxy to constitute a quorum for the transaction
of business.
Section 6. Required Vote. At each meeting of stockholders for
the election of directors at which a quorum is present, the candidates,
up to the number of directors to be elected, shall be elected who
receive a plurality of the votes cast at the meeting by the holders of
shares entitled to vote in the election.
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Except as otherwise required by law, at each meeting of
stockholders at which a quorum is present, all other matters shall be
decided by a majority of the votes cast at the meeting by the holders of
shares entitled to vote thereon.
Section 7. Record Date. The Board may prescribe a day and hour
not more than 60 or less than 10 days before the date of a meeting of
stockholders for the purpose of determining the stockholders entitled to
notice of or to vote at such meeting or any adjournment thereof.
Section 8. Organization. At each meeting of stockholders, one
of the following shall act as chairman of the meeting and shall preside
thereat, in the following order of precedence:
(a) the Chairman;
(b) any President;
(c) any Vice-Chairman or Vice-President
designated by the Board; or
(d) any person designated by a majority vote of
the stockholders present in person or by
proxy.
Section 9. Procedure. At each meeting of stockholders, the
chairman of the meeting shall determine the order of business and all
other matters of procedure. He may establish rules to maintain order
and for the conduct of the meeting.
The Board in advance of every meeting of stockholders shall appoint
one or more inspectors of election to act at the meeting.
Section 10. Adjournments. A meeting of stockholders may be
adjourned from time to time and place to place until a quorum is present
or until its business is completed.
Section 11. Notice of Stockholder Business and
Nominations.
(a) Annual Meetings of Stockholders.
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(i) Nominations of persons for election as
directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (A)
pursuant to the Corporation's notice of meeting, (B) by or at the
direction of the Board or (C) by any stockholder who was a
stockholder of record at the time of giving of notice provided for
in this By-law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-law.
(ii) For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (C) of paragraph (a)(i) of this By-law, the
stockholder must have given timely notice thereof in writing to
the Secretary and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first
made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth: (A) as to each
person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 14a-11 thereunder (including
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such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(B) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (x) the name and
address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner and (y) the class and number
of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(iii) Notwithstanding anything in the second
sentence of paragraph (a)(ii) of this By-law, in the event that
the number of directors to be elected to the Board is increased
and the public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased
Board occurs less than 100 days prior to the first anniversary of
the preceding year's annual meeting, a stockholder's notice
required by this By-law shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made.
(b) Special Meetings of Stockholders.
Nominations of persons for election as directors may be made
at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at the
direction of the Board or (ii) provided that the Board has determined
that directors shall be elected at such meeting, by any stockholder of
the Corporation who is a stockholder of record at the time of giving of
notice provided for in this By-law, who shall be entitled to vote at the
meeting and who complies with the
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notice procedures set forth in this By-law. In the event the
Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as are specified in the Corporation's notice of meeting, if
the stockholder's notice required by paragraph (a)(ii) of this By-law
shall be delivered to the Secretary at the principal executive offices
of the Corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time
period for the giving of a stockholder's notice as described above.
(c) General.
(i) Only such persons who are nominated in accordance
with the procedures set forth in this By-law shall be eligible to serve
as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-law. The Chairman of the
meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set
forth in this By-law and, if any proposed nomination or business is not
in compliance with this By-law, to declare that such defective proposal
or nomination shall be disregarded.
(ii) For purposes of this By-law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(iii) Notwithstanding the foregoing provisions of this
By-law, a stockholder shall also comply
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with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this By-
law. Nothing in this By-law shall be deemed to affect any rights (A) of
stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of
the holders of any series of Preferred Stock to elect directors under
the circumstances specified by the terms of such Preferred Stock.
ARTICLE II
Board of Directors
Section 1. General Powers. The business of the Corporation
shall be managed under the direction of the Board.
Section 2. Number of Directors. The number of directors shall
be fixed and may from time to time be increased or decreased by vote of
a majority of the entire Board, but in no event shall the number of
directors be less than three or more than 19. Each director shall be a
stockholder.
Section 3. Term of Office. Each director shall hold office
until the next annual meeting of stockholders and until his successor
has been elected and qualified.
Section 4. Vacancies. Except as otherwise required by law, any
vacancy occurring in the Board, and any newly created directorship
resulting from an increase in the number of directors, may be filed by
the Board.
Section 5. Regular Meetings. Regular meetings of the Board
shall be held at such times and places within or without the State of
New York as the Board may determine.
Section 6. Special Meetings. A special meeting of the Board
may be called at any time by the Chairman, a President, a Vice-Chairman
or any three directors and shall be held at such time and place as shall
be designed in the notice of meeting or waiver thereof.
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Section 7. Notice of Meetings. A notice shall be effective if
(i) it is mailed to each director at least three days before the date of
the meeting, (ii) it is sent by telegraph, cable or other form of
recorded communications or delivered personally or by telephone on such
shorter notice, not less than six hours before the meeting, as the
person or persons calling the meeting deem appropriate in the
circumstances or (iii) in the case of a meeting held in accordance with
Article II, Section 9, the notice is sent by telegraph, cable or other
form of recorded communications or delivered personally or by telephone
on such shorter notice, not less than three hours before the meeting, as
the person or persons calling the meeting deem appropriate in the
circumstances. Notices shall be given to each director at the address
which he has furnished to the Secretary as the address for such notices.
Notice of a regular meeting of the Board need not be given if the
Board has previously fixed the time and place of such meeting.
Section 8. Quorum and Manner of Acting. Except as otherwise
provided by law or in these By-laws, one-third of the entire Board shall
be present to constitute a quorum for the transaction of business, and
the vote of a majority of the directors present at the time of the vote,
if a quorum is present at such time, shall be the act of the Board.
Section 9. Action by Communications Equipment. Any one or more
members of the Board or any committee thereof may participate in a
meeting of the Board or committee by means of a conference telephone or
similar communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
Section 10. Action by Consent. Any action required or permitted
to be taken by the Board or any committee thereof may be taken without a
meeting if all members of the Board or committee consent in writing to
the adoption of a resolution authorizing the action.
Section 11. Organization. At each meeting of the Board, one of
the following shall act as chairman of the
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meeting and shall preside thereat, in the following order of precedence:
(a) the Chairman;
(b) any President;
(c) any Vice-Chairman; or
(d) any other director chosen by a majority of
the directors present.
Section 12. Compensation. For services as a member of the Board
and any committee thereof, every director shall receive such
compensation, attendance fees and other allowances as the Board may
determine.
ARTICLE III
Committees
Section 1. Executive Committee. The Board, by resolution
adopted by a majority of the entire Board, shall designate an Executive
Committee, consisting of the Chairman and four or more other directors.
The chief executive officer shall serve as chairman of the Executive
Committee.
Subject to any limitations prescribed by law or by the Board, the
Executive Committee shall have and may exercise, when the Board is not
in session, all the powers of the Board.
Section 2. Other Committees. The Board, by resolution adopted
by a majority of the entire Board, may designate from among its members
other committees, each consisting of three or more directors. Subject
to any limitations prescribed by law, each committee shall have such
authority as the Board may determine.
Section 3. Quorum and Manner of Acting. Unless the Board
otherwise provides, a majority of a committee of the Board shall be
present to constitute a quorum for the transaction of business, and the
vote of a majority of the members of the committee present at the time
of the vote, if a quorum is present at such time, shall be the act of
such committee.
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Section 4. Procedure. Unless the Board otherwise provides,
each committee of the Board may adopt such rules as it may see fit with
respect to the calling of its meetings, the procedures to be followed
thereat, and its functioning generally. Each committee shall report its
actions to the Board.
Section 5. Changes in Committees. Except as otherwise provided
in these By-laws, the Board at any time may, by resolution adopted by a
majority of the entire Board, with or without cause, change or remove
the members of, fill vacancies in, and discharge any committee of the
Board.
ARTICLE IV
Officers
Section 1. Number. The officers of the Corporation shall be a
Chairman, one or more Presidents and Vice-Presidents, a Treasurer, a
Secretary, and a Controller and may include one or more Vice-Chairmen.
A chief executive officer shall be designated by the Board from among
the officers.
Section 2. Election and Term of Office. Each officer shall be
elected by the Board and shall hold office until the meeting of the
Board following the next annual meeting of stockholders and until his
successor has been elected and qualified or until his earlier
retirement, resignation or removal. The Chairman, and any President or
Vice-Chairman shall be chosen from among the directors.
Section 3. Removal and Vacancies. Any officer may be removed
at any time with or without cause by the Board. A vacancy in any office
may be filled for the unexpired portion of the term in the same manner
as provided for election or appointment to such office.
Section 4. Subordinate and Assistant Officers. The Corporation
may have such subordinate and assistant officers as the Board may
appoint. Each such officer shall hold
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office at the pleasure of, and may be removed at any time with or
without cause by, the Board. Such officers may include one or more
Regional Vice-Presidents, Assistant Vice-Presidents, Assistant
Treasurers, Assistant Secretaries, and Assistant Controllers.
Section 5. Duties. Each officer shall have such authority and
shall perform such duties as may be assigned by the Board, the Chairman,
a President or a Vice-Chairman or as shall be conferred or required by
law or these By-laws or as shall be incidental to the office.
ARTICLE V
Indemnification
The Corporation shall, to the fullest extent permitted by law,
indemnify each of its past, present and future directors, officers and
employees and their heirs, executors and administrators (collectively,
the "indemnitees") for any and all costs and expenses resulting from or
relating to any suit or claim arising out of, or alleged to arise out
of, past or future service to the Corporation or to another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise at the Corporation's request.
Without limiting the generality of the foregoing, (i) the costs and
expenses for which each indemnitee shall, as a matter of right, be
entitled to indemnification shall include all costs and expenses
incurred by the indemnitee in the defense or settlement of, or in the
satisfaction of any order or judgment entered in, any suit or claim
(including any suit or claim brought or alleged to be brought in the
right of the Corporation to procure a judgment in its favor) arising out
of, or alleged to arise out of, any act or failure to act by the
indemnitee as a director, officer or employee of, or in any service to,
the Corporation or to another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise at the Corporation's
request, (ii) the stockholders or the Board of the Corporation are
authorized to, by a resolution of the stockholders or the Board, as the
case may be, indemnify the
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indemnitees for costs and expenses, and (iii) the Corporation may, to
the extent authorized by resolution of the Board or the stockholders,
enter into agreements with indemnitees to indemnify them for costs and
expenses; provided, however, that no indemnification may be made to or
on behalf of any director, officer, employee or other indemnitee if a
judgment or other final adjudication adverse to the director, officer,
employee or other indemnitee establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which
he was not legally entitled, and provided further that the foregoing
proviso shall prohibit such indemnification only to the extent that such
indemnification is prohibited by Sec. 721 of the New York Business
Corporation Law.
As used in this Article V,
(a) "costs and expenses" means any and all costs, expenses
and liabilities incurred by an indemnitee, including but not limited to
(i) attorney's fees, (ii) amounts paid in settlement of, or in the
satisfaction of any order or judgment in, any suit or claim and (iii)
fines, penalties and assessments asserted or adjudged in any suit or
claim.
(b) "suit or claim" means any and all suits, claims, actions,
investigations or proceedings, and threats thereof, whether civil,
criminal or administrative, heretofore or hereafter instituted or
asserted.
ARTICLE VI
Miscellaneous Provisions
Section 1. Transfer of Shares. Shares of stock of the
Corporation shall be transferred only on the books of the Corporation by
the record holder thereof, in person or by his attorney or legal
representative thereunto duly authorized in writing, upon surrender of
certificates for a like number or shares, except as otherwise required
by law.
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Section 2. Regulations as to Stock Certificates. The Board,
the Chairman, a President, a Vice-Chairman or the Secretary may make all
such rules and regulations as it or such officer may deem advisable
concerning the issue, transfer, registration or replacement of
certificates for shares of stock of the Corporation.
Section 3. Stockholder Inspection Rights. A stockholder shall
have the right to inspect any book, record or document of the
Corporation to the extent that such right is conferred by provisions of
the New York Business Corporation Law or is authorized by the Board or
the Chairman.
Section 4. Corporate Seal. The Corporation shall have a
suitable seal, containing the name of the Corporation. The Secretary
shall have custody of the seal, but he may authorize others to keep and
use a duplicate seal.
Section 5. Definitions. As used herein, the following terms
have the following meanings:
"Board" means the Board of Directors of the
Corporation.
"Chairman" means the Chairman of the Board of
Directors.
"Corporation" means Union Carbide Corporation, a
New York Corporation.
"Entire Board" means the total number of
directors the Corporation would have if there
were no vacancies. It does not mean the maximum
number of directors authorized by these By-laws
unless the Board has fixed the number of
directors at 19.
"Vice-Chairman" means a Vice-Chairman of the
Board of Directors.
"Vice-President" includes any Executive Vice-
President, any Senior Vice-President, and any
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other officer of the Corporation who is a Vice-
President however designated.
ARTICLE VII
Amendments
The By-laws may be adopted, amended or repealed by the
stockholders, or by the Board by a vote of a majority of the entire
Board.
See Proposal 3 of the corporation's proxy statement for the annual meeting
of stockholders held on April 28, 1999 regarding a shareholder proposal to
add a bylaw to the bylaws of the corporation regarding Shareholder Rights
Plans approved by the shareholders at the annual meeting held on April 28,
1999.
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UNION CARBIDE CORPORATION
NEWS RELEASE
Exhibit 99
CONTACT: Sean S. Clancy
203) 794-6976
UNION CARBIDE BOARD SETS SPECIAL MEETING DATE AND RECORD
DATE FOR MERGER VOTE
DANBURY, Conn., Sept. 22 -- Union Carbide Corporation's board of
directors today set December 1, 1999 as the date of the special meeting
of shareholders to vote on the adoption of the Agreement and Plan of
Merger between Union Carbide and The Dow Chemical Company dated August
3rd, 1999. The board also fixed October 4, 1999 as the record date for
determining shareholders entitled to notice of and to vote at the
special meeting.
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1999
P3-01-013
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