AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
REGISTRATION NO. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UCAR INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 06-1385548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
39 OLD RIDGEBURY ROAD
DANBURY, CONNECTICUT 06817
(203) 207-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
PETER B. MANCINO, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
UCAR INTERNATIONAL INC.
39 OLD RIDGEBURY ROAD
DANBURY, CONNECTICUT 06817
(203) 207-7740
(NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
COPY REQUESTED TO:
M. RIDGWAY BARKER, ESQ.
KELLEY DRYE & WARREN LLP
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.|_|
------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
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CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)
- --------------------------------------------------------------------------------
Common Stock, par 2,166,641 $42.25 $91,540,582.25 $27,739.57
value $.01 per
share.......
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The
price per share is estimated based on the average of the high and low
trading prices for the Common Stock on April 28, 1997 as reported by
the New York Stock Exchange.
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 29, 1997
2,166,641 Shares
UCAR INTERNATIONAL INC.
COMMON STOCK
($.01 par value)
This Prospectus relates to the offer and sale of 2,166,641 shares (the
"Shares") of common stock, $.01 par value ("Common Stock"), of UCAR
International Inc. ("UCAR" and, together with its subsidiaries, the "Company")
by or on behalf of certain stockholders of the Company (the "Selling
Stockholders"). See "Selling Stockholders."
The Shares may be offered and sold from time to time by one or more of the
Selling Stockholders. No Selling Stockholder is required to offer or sell any of
his Shares. The Selling Stockholders anticipate that, if and when offered and
sold, the Shares will be offered and sold in transactions effected on the New
York Stock Exchange, Inc. (the "NYSE") at then prevailing market prices. The
Selling Stockholders reserve the right, however, to offer and sell the Shares on
any other national securities exchange on which the Common Stock is or may
become listed or in the over-the-counter market, in each case at then prevailing
market prices, or in privately negotiated transactions at a price then to be
negotiated. All offers and sales made on the NYSE or any other national
securities exchange or in the over-the-counter market will be made through or to
licensed brokers and dealers. All proceeds from the sale of the Shares will be
paid directly to the Selling Stockholders and will not be deposited in an
escrow, trust or other similar arrangement. UCAR will not receive any of the
proceeds from the sales by the Selling Stockholders. No discounts, commissions
or other compensation will be allowed or paid by the Selling Stockholders or
UCAR in connection with the offer and sale of the Shares, except that usual and
customary brokers' commissions may be paid by the Selling Stockholders. Upon any
sale of the Shares offered hereby, the Selling Stockholders and participating
agents, brokers or dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"), and
commissions or discounts or any profit realized on the resale of such securities
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The legal, accounting and other fees and expenses to
be paid by UCAR related to the offer and sale of the Shares contemplated hereby
are estimated to be $35,000.
The Common Stock is traded on the NYSE under the symbol "UCR." On April 28,
1997, the last reported sale price of the Common Stock, as reported on the NYSE
Composite Tape, was $42.125 per share.
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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 , 1997.
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering made hereby. If given or made, such information or
representation must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that the information contained herein
is correct as of any time subsequent to the date hereof. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities in any jurisdiction to any person to whom it would be unlawful to
make such an offer or solicitation in such jurisdiction.
AVAILABLE INFORMATION
UCAR is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy and
information statements and other information so filed may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
Regional Offices located at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such reports, proxy and information statements and
other information can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants (including UCAR) that
file electronically with the Commission. The address of such Web site is
http://www.sec.gov. The Common Stock is listed on the NYSE, and reports, proxy
and information statements and other information filed with the Commission can
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
UCAR has filed with the Commission a Registration Statement on Form S-3
(together with amendments, exhibits, schedules and supplements thereto, the
"Registration Statement") under the Securities Act with respect to the Shares.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement.
Information omitted has been omitted as permitted by the rules and regulations
of the Commission. For further information with respect to UCAR and the Shares,
reference is made to the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete and, where such contract or other document is an exhibit to
the Registration Statement, each such statement is qualified in all respects by
the provisions in such exhibit, to which reference is hereby made. The
Registration Statement may be inspected at, and copies of all or any portion of
the Registration Statement can be obtained at prescribed rates from, the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549.
UCAR is a corporation formed under the laws of the State of Delaware on
November 24, 1993. The mailing address of its principal executive office is 39
Old Ridgebury Road, Danbury, Connecticut 06817. The telephone number of such
office is (203) 207-7700.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The following documents previously filed by UCAR with the Commission are
incorporated by reference in this Prospectus:
(a) UCAR's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) all other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Exchange Act since December 31,
1996, the last day of the fiscal year covered by the Company's
Annual Report on Form 10-K referred to in item (a) above; and
(c) the description of UCAR's capital stock contained in UCAR's
Registration Statement on Form 8-A dated July 28, 1995, as
updated by any amendment or report filed for the purpose of
updating such description.
2
<PAGE>
In addition, all documents filed by UCAR pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained herein or 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 that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
UCAR will provide without charge to each person, including any beneficial
owner of Common Stock, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
the documents that this Prospectus incorporates by reference). Such requests
should be addressed to UCAR International Inc., 39 Old Ridgebury Road, Danbury,
Connecticut 06817, Attention: Investor Relations, telephone number (203)
207-7726.
THE COMPANY
The Company's business was founded in 1886 by National Carbon Company. In
1917, National Carbon Company, along with Union Carbide Company and three other
companies, became subsidiaries of a new corporation named Union Carbide and
Carbon Company, now known as Union Carbide Corporation ("Union Carbide"). In the
1950s, National Carbon Company was dissolved, and its business subsequently
became the Carbon Products Division of Union Carbide.
Effective January 1, 1989, Union Carbide realigned each of its worldwide
businesses into separate subsidiaries (the "Realignment"). In connection
therewith, the business of the Carbon Products Division was separated from Union
Carbide's other business and became owned by the Company, which was then
wholly-owned by Union Carbide. On February 25, 1991, Union Carbide sold 50% of
the common equity of the Company to Mitsubishi Corporation ("Mitsubishi") for
$233 million (the "Mitsubishi Purchase"). Since the Mitsubishi Purchase, the
Company has operated on a stand alone basis in all material respects. In this
regard, the Company has been self-financing, except for certain credit
enhancements which were provided by Union Carbide and Mitsubishi and which the
Company terminated in their entirety in September 1994.
On January 26, 1995, the Company consummated a leveraged recapitalization
(the "Recapitalization") pursuant to the Recapitalization and Stock Purchase and
Sale Agreement dated as of November 14, 1994 (the "Recapitalization Agreement")
among Blackstone Capital Partners II Merchant Banking Fund L.P. ("BCP"),
Blackstone Offshore Capital Partners II L.P. ("BOCP"), Blackstone Family
Investment Partnership II L.P. ("BFIP" and, together with BCP and BOCP,
"Blackstone"), Union Carbide, Mitsubishi and UCAR. Pursuant to the
Recapitalization: (i) UCAR issued Common Stock representing approximately 75% of
the then outstanding Common Stock to Blackstone, Chase Equity Associates, L.P.
and certain members of management for $203 million; (ii) UCAR Global Enterprises
Inc., a wholly-owned subsidiary of UCAR ("Global"), and certain of its
subsidiaries borrowed $585 million under senior secured bank facilities (the
"Recapitalization Bank Facilities"); (iii) Global issued $375 million of
Subordinated Notes; (iv) the Company repaid approximately $250 million of then
existing indebtedness; (v) UCAR repurchased and cancelled all of the common
equity then held by Mitsubishi for $406 million; (vi) UCAR paid to Union Carbide
a cash dividend of $347 million on the common equity then held by Union Carbide,
which common equity was reclassified and immediately thereafter represented
approximately 25% of the then outstanding Common Stock; and (vii) certain
members of management received restricted stock matching a portion of the Common
Stock purchased by them and options to purchase up to an aggregate of 12% of the
then outstanding Common Stock on a fully diluted basis, subject to certain
vesting provisions. In connection with the Recapitalization, the Company
transferred all of the stock of its operating subsidiaries to Global or
subsidiaries of Global. UCAR currently holds no material assets other than
common stock of Global.
On August 15, 1995, UCAR completed its initial public offering of Common
Stock (the "Initial Offering"). In connection with the Initial Offering, UCAR
sold Common Stock representing 22% of the Common Stock outstanding immediately
after the Initial Offering for net proceeds of $227 million and Union Carbide
sold all of the Common Stock then owned by it. UCAR used net proceeds from the
Initial Offering to contribute to
3
<PAGE>
Global an amount sufficient to redeem $175 million aggregate principal
amount of Subordinated Notes at a redemption price equal to 110% of the
aggregate principal amount thereof, plus accrued interest thereon of $4 million
(the "Redemption"). On October 19, 1995, the Company refinanced the
Recapitalization Bank Facilities (such new facilities, the "Senior Bank
Facilities") at more favorable interest rates and with more favorable covenants
(the "Refinancing"). The Redemption and Refinancing reduced the Company's annual
interest expense by approximately $34 million (based on the principal amounts
outstanding and the interest rates in effect at the time of the Redemption and
the Refinancing, respectively). The Senior Bank Facilities were amended and
restated on March 19, 1997 to increase the amount available under the revolving
credit facility to $200 million from $100 million and to change the covenants to
allow more flexibility in uses of free cash flow.
In March 1996, certain stockholders of UCAR, including Blackstone, sold
an aggregate of 16,675,000 shares of Common Stock in a secondary public offering
(the "1996 Secondary Offering"). UCAR did not sell any shares in the 1996
Secondary Offering and did not receive any proceeds from the shares sold by the
selling stockholders but did receive proceeds of approximately $1.5 million from
the exercise of options by certain of the selling stockholders in connection
with the sale in the 1996 Secondary Offering of the shares acquired upon the
exercise of such options.
In February 1997, UCAR's Board of Directors authorized a program to
repurchase up to $100 million of Common Stock at prevailing prices from time to
time in the open market or otherwise depending on market conditions and other
factors. In April 1997, Blackstone sold an aggregate of 6,411,227 shares of
Common Stock in a secondary public offering (the "1997 Secondary Offering").
UCAR did not sell any shares in the 1997 Secondary Offering and did not receive
any proceeds from the shares sold by Blackstone. Concurrently with the 1997
Secondary Offering, UCAR repurchased 1,300,000 shares of Common Stock from
Blackstone (the "Blackstone Share Repurchase") for approximately $48 million,
which constituted part of the stock repurchase program. After the 1996 Secondary
Offering, the 1997 Secondary Offering and the Blackstone Share Repurchase,
Blackstone owned approximately 3% of the outstanding shares of Common Stock.
SELLING STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, the number
of shares of Common Stock and the percentage of the outstanding shares of Common
Stock beneficially owned by each Selling Stockholder, the number of shares which
may be sold by such Selling Stockholder, and the number of shares and percentage
of outstanding shares to be beneficially owned by such Selling Stockholder after
this offering if all the shares offered by such Selling Stockholder are sold.
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares set forth in the following table. As of March 31,
1997, UCAR had 46,856,521 shares of Common Stock issued and outstanding.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING(C) AFTER THE OFFERING
------------------------ --------------------
SHARES OF SHARES TO SHARES OF
COMMON STOCK PERCENTAGE BE SOLD COMMON STOCK PERCENTAGE
------------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Robert P. Krass(a)(b)(d)................ 1,306,485 2.8% 970,385 336,100 *
Robert J. Hart(a)(d)(e)................. 575,234 1.2% 388,777 186,457 *
Peter B. Mancino(a)(d)(e)............... 288,262 * 269,153 19,109 *
William P. Wiemels(a)(d)(e)............. 382,721 * 325,022 57,699 *
Fred C. Wolf(a)(d)(e)................... 231,746 * 213,304 18,442 *
</TABLE>
- --------------------
* Represents holdings of less than one percent.
(a) Each such person's business address is 39 Old Ridgebury Road, Danbury,
Connecticut 06817.
(b) Except as to the column entitled "Shares to be Sold," includes 214,853
shares held by Krass Family Limited Partnership, a limited partnership of
which Mr. Krass is the general partner. Mr. Krass disclaims beneficial
ownership of such shares.
(c) Includes shares subject to vested and unvested options, respectively,
granted under the Company's Management Stock Option Plan as
4
<PAGE>
follows: Mr. Krass, 808,654 shares and 161,731 shares; Mr. Hart, 313,147
shares and 75,630 shares; Mr. Mancino, 216,794 shares and 52,359 shares;
Mr. Wiemels, 264,518 shares and 60,504 shares; and Mr. Wolf, 170,253
shares and 43,051 shares.
(d) Shares to be sold consist of shares to be acquired upon exercise of
options granted pursuant to the Company's Management Stock Option Plan.
(e) Except as to the column entitled "Shares to be Sold" includes the
approximate number of shares attributable to such person under the UCAR
Carbon Savings Plan as of March 31, 1997.
Each of the individual Selling Stockholders is currently employed by the
Company and has been employed by the Company during the past three years.
The Selling Stockholders acquired options to purchase shares of Common
Stock pursuant to grants under the Company's Management Stock Option Plan in
January 1995. The shares of Common Stock to be sold hereunder will be acquired
upon the exercise of such options.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by one or more of the
Selling Stockholders. No Selling Stockholder is required to offer or sell any of
his Shares. The Selling Stockholders anticipate that, if and when offered and
sold, the Shares will be offered and sold in transactions effected on the NYSE
at then prevailing market prices. The Selling Stockholders reserve the right,
however, to offer and sell the Shares on any other national securities exchange
on which the Common Stock is or may become listed or in the over-the-counter
market, in each case at then prevailing market prices, or in privately
negotiated transactions at a price then to be negotiated. All offers and sales
made on the NYSE or any other national securities exchange or in the
over-the-counter market will be made through or to licensed brokers and dealers.
No agreements, arrangements or understandings have been entered into with any
broker or dealer, and no brokers or dealers have been selected, in connection
with the offer and sale of the Shares. No discounts, commissions or other
compensation will be allowed or paid by the Selling Stockholders or UCAR
in connection with the offer and sale of the Shares, except that usual and
customary brokers' commissions may be paid by the Selling Stockholders. All
proceeds from the sale of the Shares will be paid directly to the Selling
Stockholders and will not be deposited in an escrow, trust or other similar
arrangement.
The selling broker may act as agent or may acquire the Shares or interests
therein as principal or pledgee and may, from time to time, effect distributions
of the Shares or interests. If a dealer is utilized in the sale of the Shares in
respect of which the Prospectus is delivered, the Selling Stockholders will sell
the Shares to the dealer, as principal. The dealer may then resell the Shares to
the public at varying prices to be determined by such dealer at the time of
resale.
The legal, accounting and other fees and expenses related to the offer and
sale of the Shares contemplated hereby are estimated to be $35,000 and will be
paid by UCAR. UCAR will pay all expenses incurred in connection with this
offering, excluding commissions charged by any broker-dealer acting on behalf of
a Selling Stockholder.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares will be
passed upon for UCAR by Kelley Drye & Warren LLP, Stamford, Connecticut.
EXPERTS
The Consolidated Financial Statements of the Company at December 31, 1995
and 1996 and for each of the
5
<PAGE>
years in the three year period ended December 31, 1996, which are included in
UCAR's Annual Report on Form 10-K for the year ended December 31, 1996, have
been incorporated by reference in this Prospectus and in the Registration
Statement in which this Prospectus appears in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, which is
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.
The report of KPMG Peat Marwick LLP refers to a change in 1996 in the
Company's method of determining LIFO inventories.
6
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE D ELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY UCAR International Inc.
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
2,166,641
----------- Shares
Common Stock
($.01 par value)
PROSPECTUS
TABLE OF CONTENTS
PAGE
----
Available Information..................2
Incorporation of Documents
by Reference .........................2
The Company............................3
Selling Stockholders...................4
Plan of Distribution...................5
Legal Matters..........................5
Experts................................5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, paid or to be paid in connection with
the issuance and distribution of the securities being registered.
SEC registration fee................................. $27,739.57
Legal fees and expenses.............................. 5,000.00*
Accounting fees and expenses......................... 2,000.00*
Miscellaneous........................................ 260.43
Total....................................... $35,000.00
==========
- ------------------
* Estimated.
All expenses of such issuance and distribution will be paid by the
registrant, other than transfer taxes relating to the sale of the securities
registered hereby to be sold by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Law") provides as follows:
"(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other
II-1
<PAGE>
court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the
II-2
<PAGE>
corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
Section 102(b)(7) of the Law provides as follows:
"(b) In addition to the matters required to be set forth in the certificate
of incorporation by subsection (a) of this section, the certificate of
incorporation may also contain any or all of the following matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
Section 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title."
The Company maintains a director's and officer's liability insurance policy
which indemnifies directors and officers for certain losses arising from claims
by reason of a wrongful act, as defined therein, under certain circumstances.
In addition, in response to this Item 15, the following information is
incorporated by reference: the information included in the description of the
registrant's capital stock contained in the registrant's Registration Statement
on Form 8-A dated July 28, 1995, as updated by any amendment or report filed for
the purpose of updating such description; Articles Tenth and Eleventh of the
Amended and Restated Certificate of Incorporation of the registrant incorporated
by reference as Exhibit 3.1 to this Registration Statement; and Article V of the
Amended and Restated By-Laws of the registrant incorporated by reference as
Exhibit 3.2 to this Registration Statement.
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The exhibits listed in the following table have been filed as part of
this Registration Statement.
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
2.1(1) Recapitalization and Stock Purchase and Sale Agreement dated as of
November 14, 1994 among Union Carbide Corporation, Mitsubishi
Corporation, UCAR International Inc. and UCAR International
Acquisition Inc. and Guaranty made by Blackstone Capital Partners II
Merchant Banking Fund L.P. and Blackstone Offshore Capital Partners II
L.P.
2.2(2) Amended and Restated Stockholders' Agreement dated as of February 29,
1996
2.3(1) Form of Management Common Stock Subscription Agreement
2.4(3) Form of Management Pledge and Security Agreement, together with form
of Promissory Note
2.5(2) Amendment, Waiver and Release in connection with such Management
Common Stock Subscription Agreements, Management Pledge and Security
Agreements and Promissory Notes
2.6(1) Indemnification Agreement dated as of January 26, 1995 among
Mitsubishi Corporation, Union Carbide Corporation and UCAR
International Inc.
2.7(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR International Inc. and UCAR Holdings S.A.
2.8(1) Exchange Agreements made as of January 26, 1995 between UCAR
International Inc. and UCAR Holdings II Inc.
2.9(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR International Inc. and UCAR Inc.
2.10(1) Exchange Agreement made as of January 26, 1995 between UCAR Carbon
Company Inc. and UCAR Holdings Inc.
2.11(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR Carbon Company Inc. and UCAR Mexicana, S.A. de C.V.
2.12(1) Exchange Agreement made as of January 26, 1995 between UCAR
International Inc. and UCAR Global Enterprises Inc.
2.13(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR Carbon Company Inc. and Arapaima s.r.l.
2.14(1) Deed of Purchase and Sale of 528,999 Shares of UCAR Carbon Navarra
S.L.
2.15(1) Exchange Agreement dated as of December 15, 1993 by and among
Union Carbide Corporation, Union Carbide Chemicals and Plastics
Company Inc., Mitsubishi Corporation and UCAR International Inc.
2.16(1) Stock Purchase and Sale Agreement dated as of November 9, 1990
among Mitsubishi Corporation, Union Carbide Corporation and UCAR
Carbon Company Inc.
2.17 [omitted]
2.18(1) Settlement Agreement dated as of November 30, 1993 among Mitsubishi
Corporation, Union Carbide Corporation and UCAR Carbon Company Inc.
II-4
<PAGE>
2.19(1) Transfer Agreement dated January 1, 1989 between Union Carbide
Corporation and UCAR Carbon Company Inc.
2.20(1) Amendment No. 1 to such Transfer Agreement dated December 31, 1989
2.21(1) Amendment No. 2 to such Transfer Agreement dated as of July 2, 1990
2.22(1) Amendment No. 3 to such Transfer Agreement dated as of February 25,
1991
2.23(1) Amended and Restated Realignment Indemnification Agreement dated as of
June 4, 1992 among Union Carbide Corporation, Union Carbide Chemicals
and Plastics Company Inc., Union Carbide Industrial Gases Inc., UCAR
Carbon Company Inc. and Union Carbide Coatings Service Corporation
2.24(1) Environmental Management Services and Liabilities Allocation Agreement
dated as of January 1, 1990 among Union Carbide Corporation,
Union Carbide Chemicals and Plastics Company Inc., UCAR Carbon Company
Inc., Union Carbide Industrial Gases Inc. and Union Carbide Coatings
Service Corporation
2.25(1) Amendment No. 1 to such Environmental Management Services and
Liabilities Allocation Agreement dated as of June 4, 1992
2.26 [omitted]
2.27 [omitted]
2.28(4) Trade Name and Trademark License Agreement dated March 1, 1996 between
Union Carbide Corporation and UCAR Carbon Technology Corporation
2.29(1) Employee Benefit Services and Liabilities Agreement dated January 1,
1990 between Union Carbide Corporation and UCAR Carbon Company Inc.
2.30(1) Amendment to such Employee Benefit Services and Liabilities Agreement
dated January 15, 1991
2.31(1) Supplemental Agreement to such Employee Benefit Services and
Liabilities Agreement dated February 25, 1991
2.32(1) Letter Agreement dated December 31, 1990 among Union Carbide Chemicals
and Plastics Company Inc., UCAR Carbon Company Inc., Union
Carbide Grafito, Inc. and Union Carbide Corporation
2.33(5) Form of Stock Repurchase Agreement among UCAR International Inc.,
Blackstone Capital Partners II Merchant Banking Fund L.P.,
Blackstone Offshore Capital Partners II L.P., Blackstone Family
Investment Partnership II L.P. and Chase Equity Associates, L.P.
3.1(3) Amended and Restated Certificate of Incorporation of UCAR
International Inc.
3.2(3) Amended and Restated By-Laws of UCAR International Inc.
4.1(3) Specimen certificate representing Common Stock, par value $.01 per
share, of UCAR International Inc.
4.2(1) Indenture dated as of January 15, 1995 among UCAR International Inc.,
UCAR Global Enterprises Inc. and the United States Trust Company of
New York, as Trustee
5.1* Opinion of Kelley Drye & Warren LLP regarding the validity of the
securities being registered
II-5
<PAGE>
23.1* Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)
23.2* Consent of KPMG Peat Marwick LLP
24.1* Powers of Attorney (included on signature page)
- ------------------
* Filed herewith.
Unless otherwise indicated, all exhibits have been previously filed.
(1) Incorporated by reference to the Registration Statement of UCAR
International Inc. and UCAR Global Enterprises Inc. on Form S-1 (File No.
33-84850).
(2) Incorporated by reference to the Annual Report of the registrant of Form
10-K for the year ended December 31, 1995.
(3) Incorporated by reference to the Registration Statement of the registrant
on Form S-1 (File No. 33-94698).
(4) Incorporated by reference to the Quarterly Report of the registrant on
Form 10-Q for the quarter ended March 31, 1996.
(5) Incorporated by reference to the Registration Statement of the registrant
on Form S-3 (File No. 333-23073).
(b) Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or
the information is presented in the Consolidated Financial Statements or related
notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation form the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
II-6
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registrant Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DANBURY, STATE OF CONNECTICUT, ON THE 29TH DAY OF
APRIL, 1997.
UCAR INTERNATIONAL INC.
BY: /S/ WILLIAM P. WIEMELS
-------------------------------------------------
Title: Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Robert P. Krass, William P.
Wiemels and Peter B. Mancino, and each of them individually, his true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (a) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this
Registration Statement and any and all schedules and exhibits thereto, (ii) act
on, sign and file with the Securities and Exchange Commission any registration
statement (and any and all schedules and exhibits thereto) relating to the
offering described in this Registration Statement (as such offering may be
increased or decreased or the terms thereof may be modified from time to time at
any time) that is to be effective upon filing pursuant to Rule 462 under the
Securities Act of 1933, as amended, (iii) act on, sign and file with the
Securities and Exchange Commission any exhibits to this Registration Statement
or any such registration statement or amendments (including post-effective
amendments), (iv) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
therewith, (v) act on and file any supplement to any prospectus included in this
Registration Statement or any such registration statement or amendments
(including post-effective amendments) and (vi) take any and all actions which
may be necessary or appropriate in connection therewith or with such offering,
granting unto such agents, proxies and attorneys-in-fact, and each of them
individually, full power and authority to do and perform each and every act and
thing necessary or appropriate in connection therewith or with such offering, as
fully for all intents and purposes as he might or could do in person, hereby
approving, ratifying and confirming all that such agents, proxies and
attorneys-in-fact, any of them or any of his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
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 INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/S/ ROBERT P. KRASS
- ------------------------------------- Chairman of the Board, President April 29, 1997
Robert P. Krass and Chief Executive Officer
(Principal Executive Officer)
/S/ WILLIAM P. WIEMELS
- ------------------------------------ Vice President, Chief Financial April 29, 1997
William P. Wiemels Officer and Treasurer (Principal
Financial and Accounting
Officer)
/S/ ROBERT D. KENNEDY
- ------------------------------------ Director April 29, 1997
Robert D. Kennedy
<PAGE>
/S/ JOHN R. HALL
- ------------------------------------- Director April 29, 1997
John R. Hall
/S/ R. EUGENE CARTLEDGE
- ------------------------------------- Director April 29, 1997
R. Eugene Cartledge
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
2.1(1) Recapitalization and Stock Purchase and Sale Agreement dated as of
November 14, 1994 among Union Carbide Corporation, Mitsubishi
Corporation, UCAR International Inc. and UCAR International
Acquisition Inc. and Guaranty made by Blackstone Capital Partners II
Merchant Banking Fund L.P. and Blackstone Offshore Capital Partners II
L.P.
2.2(2) Amended and Restated Stockholders' Agreement dated as of February 29,
1996
2.3(1) Form of Management Common Stock Subscription Agreement
2.4(3) Form of Management Pledge and Security Agreement, together with form
of Promissory Note
2.5(2) Amendment, Waiver and Release in connection with such Management
Common Stock Subscription Agreements, Management Pledge and Security
Agreements and Promissory Notes
2.6(1) Indemnification Agreement dated as of January 26, 1995 among
Mitsubishi Corporation, Union Carbide Corporation and UCAR
International Inc.
2.7(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR International Inc. and UCAR Holdings S.A.
2.8(1) Exchange Agreements made as of January 26, 1995 between UCAR
International Inc. and UCAR Holdings II Inc.
2.9(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR International Inc. and UCAR Inc.
2.10(1) Exchange Agreement made as of January 26, 1995 between UCAR Carbon
Company Inc. and UCAR Holdings Inc.
2.11(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR Carbon Company Inc. and UCAR Mexicana, S.A. de C.V.
2.12(1) Exchange Agreement made as of January 26, 1995 between UCAR
International Inc. and UCAR Global Enterprises Inc.
2.13(1) Stock Purchase and Sale Agreement dated as of January 26, 1995 between
UCAR Carbon Company Inc. and Arapaima s.r.l.
2.14(1) Deed of Purchase and Sale of 528,999 Shares of UCAR Carbon Navarra
S.L.
2.15(1) Exchange Agreement dated as of December 15, 1993 by and among
Union Carbide Corporation, Union Carbide Chemicals and Plastics
Company Inc., Mitsubishi Corporation and UCAR International Inc.
2.16(1) Stock Purchase and Sale Agreement dated as of November 9, 1990
among Mitsubishi Corporation, Union Carbide Corporation and UCAR
Carbon Company Inc.
2.17 [omitted]
<PAGE>
2.18(1) Settlement Agreement dated as of November 30, 1993 among Mitsubishi
Corporation, Union Carbide Corporation and UCAR Carbon Company Inc.
2.19(1) Transfer Agreement dated January 1, 1989 between Union Carbide
Corporation and UCAR Carbon Company Inc.
2.20(1) Amendment No. 1 to such Transfer Agreement dated December 31, 1989
2.21(1) Amendment No. 2 to such Transfer Agreement dated as of July 2, 1990
2.22(1) Amendment No. 3 to such Transfer Agreement dated as of February 25,
1991
2.23(1) Amended and Restated Realignment Indemnification Agreement dated as of
June 4, 1992 among Union Carbide Corporation, Union Carbide Chemicals
and Plastics Company Inc., Union Carbide Industrial Gases Inc., UCAR
Carbon Company Inc. and Union Carbide Coatings Service Corporation
2.24(1) Environmental Management Services and Liabilities Allocation Agreement
dated as of January 1, 1990 among Union Carbide Corporation,
Union Carbide Chemicals and Plastics Company Inc., UCAR Carbon Company
Inc., Union Carbide Industrial Gases Inc. and Union Carbide Coatings
Service Corporation
2.25(1) Amendment No. 1 to such Environmental Management Services and
Liabilities Allocation Agreement dated as of June 4, 1992
2.26 [omitted]
2.27 [omitted]
2.28(4) Trade Name and Trademark License Agreement dated March 1, 1996 between
Union Carbide Corporation and UCAR Carbon Technology Corporation
2.29(1) Employee Benefit Services and Liabilities Agreement dated January 1,
1990 between Union Carbide Corporation and UCAR Carbon Company Inc.
2.30(1) Amendment to such Employee Benefit Services and Liabilities Agreement
dated January 15, 1991
2.31(1) Supplemental Agreement to such Employee Benefit Services and
Liabilities Agreement dated February 25, 1991
2.32(1) Letter Agreement dated December 31, 1990 among Union Carbide Chemicals
and Plastics Company Inc., UCAR Carbon Company Inc., Union
Carbide Grafito, Inc. and Union Carbide Corporation
2.33(5) Form of Stock Repurchase Agreement among UCAR International Inc.,
Blackstone Capital Partners II Merchant Banking Fund L.P.,
Blackstone Offshore Capital Partners II L.P., Blackstone Family
Investment Partnership II L.P. and Chase Equity Associates, L.P.
3.1(3) Amended and Restated Certificate of Incorporation of UCAR
International Inc.
3.2(3) Amended and Restated By-Laws of UCAR International Inc.
<PAGE>
4.1(3) Specimen certificate representing Common Stock, par value $.01 per
share, of UCAR International Inc.
4.2(1) Indenture dated as of January 15, 1995 among UCAR International Inc.,
UCAR Global Enterprises Inc. and the United States Trust Company of
New York, as Trustee
5.1* Opinion of Kelley Drye & Warren LLP regarding the validity of the
securities being registered
23.1* Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1)
23.2* Consent of KPMG Peat Marwick LLP
24.1* Powers of Attorney (included on signature page)
- ------------------
(1) Incorporated by reference to the Registration Statement of UCAR
International Inc. and UCAR Global Enterprises Inc. on Form S-1 (File No.
33-84850).
(2) Incorporated by reference to the Annual Report of the registrant of Form
10-K for the year ended December 31, 1995.
(3) Incorporated by reference to the Registration Statement of the registrant
on Form S-1 (File No. 33-94698).
(4) Incorporated by reference to the Quarterly Report of the registrant on
Form 10-Q for the quarter ended March 31, 1996.
(5) Incorporated by reference to the Registration Statement of the registrant
on Form S-3 (File No. 333-23073).
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Telephone (203) 324-1400
Facsimile (203) 327-2669
April 29, 1997
UCAR International Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Ladies and Gentlemen:
We have acted as special counsel to UCAR International Inc., a Delaware
corporation (the "Company"), in connection with the proposed public offering of
2,166,641 shares (the "Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), as described in the Registration Statement on
Form S-3 filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), to which this
opinion constitutes an exhibit (the "Registration Statement"). The Shares are
being offered by the Selling Stockholders (as defined in the Registration
Statement). All of the Shares will be issued upon the exercise of currently
outstanding stock options granted pursuant to the Company's Management Stock
Option Plan (the "Plan"). As such counsel, you have requested our opinion as to
the matters described herein relating to the Shares.
We have examined the Company's Certificate of Incorporation and By-Laws, in
each case as amended and restated through the date hereof; minutes of the
Company's corporate proceedings through the date hereof, as made available to us
by officers of the Company; an executed copy of the Registration Statement and
all exhibits thereto in the form filed with the Securities and Exchange
Commission; and such matters of law deemed necessary by us in order to deliver
the opinion set forth herein. In the course of our examination, we have assumed
the genuineness of all signatures, the authority of all signatories to sign on
behalf of their principals, if any, the authenticity of all documents submitted
to us as original documents and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to certain
factual matters, we have relied upon information furnished to us by officers of
the Company.
Based on the foregoing and solely in reliance thereon, it is our opinion
that the Shares have been duly authorized and, when issued and paid for as
contemplated by the Plan, will be validly issued, fully paid and non-assessable.
<PAGE>
UCAR International Inc.
April 29, 1997
Page 2
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to our firm in the Prospectus
included therein under the caption "Legal Matters." 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.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /S/ M. RIDGWAY BARKER
-----------------------------
M. Ridgway Barker
A Member of the Firm
Independent Auditors' Consent
The Board of Directors
UCAR International Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
on the consolidated financial statements refers to a change in the method of
determining LIFO inventories in 1996.
/s/ KPMG PEAT MARWICK LLP
Stamford, Connecticut
April 29, 1997
