SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UNION CARBIDE CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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UNION CARBIDE CORPORATION 39 OLD RIDGEBURY ROAD, DANBURY, CT 06817-0001
PHONE: [203] 794-5023
FAX: [203] 794-4423
BRUCE D. FITZGERALD
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
(ADMITTED IN NEW YORK ONLY)
April 9, 1999
Dear Carbider:
By now you have received a copy of Union Carbide's 1998 Annual
Report and the Proxy Statement for the corporation's annual meeting of
stockholders to be held on April 28, 1999.
YOUR VOTE IS PARTICULARLY IMPORTANT BECAUSE YOUR BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 3 ON THIS
YEAR'S AGENDA. This proposal was made by State of Wisconsin Investment Board
("SWIB"). It is intended to significantly limit the way the Board of
Directors can adopt and administer shareholder rights plans.
Rights plans of the kind advocated by SWIB encourage hostile
takeover attempts, while denying the Board a tool it needs to get the best
deal for all Carbiders who have worked so long and hard to maximize the value
of the investment we have made in our company. This arrangement might be
favored by short term speculators, but is particularly unwise for investors
aiming to realize full shareholder value. Only the Board can negotiate
effectively to maximize shareholder value and protect the interests of
shareholders, employees and customers.
WE URGE YOU, THEREFORE, TO VOTE AGAINST PROPOSAL 3. If you have
already voted in favor of Proposal 3, we ask you to reconsider. Enclosed is a
duplicate proxy card. You have the option of returning a completed card in
the enclosed envelope or voting by telephone or over the Internet as
instructed on the card. If you have voted AGAINST, we thank you for your
support.
YOUR VOTE COUNTS. The trustees of the Savings and Investment
Program and the Employee Stock Ownership Plan (ESOP) are required to vote all
shares in the plans (nearly 19.5 million shares in all) in proportion to the
votes received from participants. Thus, if you fail to vote, you give more
leverage to those who vote differently than you would.
PLEASE VOTE. PLEASE VOTE AGAINST PROPOSAL 3.
Sincerely,
/s/ Bruce D. Fitzgerald
Bruce D. Fitzgerald
BDF:dg
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