FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1997
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
---------------------------------
UCAR INTERNATIONAL INC.
COMPENSATION DEFERRAL PROGRAM
(AS AMENDED AND RESTATED NOVEMBER, 1995)
---------------------------------
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
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|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF UNITS TO BE REGISTERED AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER UNIT(1) OFFERING PRICE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(2)......... $10,000,000 100% $10,000,000 $3,030.30
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933.
(2) The Deferred Compensation Obligations are unsecured obligations of UCAR
International Inc. to pay deferred compensation in the future in accordance
with the terms of the UCAR International Inc. Compensation Deferral Program
(as amended and restated November, 1995).
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by UCAR International
Inc., a Delaware corporation (the "Registrant"), relating to unsecured
obligations of the Registrant to pay deferred compensation in the future (the
"Deferred Compensation Obligations") in accordance with the terms of the UCAR
International Inc. Compensation Deferral Program (as amended and restated
November, 1995) (together with the amendments thereto, the "Plan"). The
document(s) containing information required by the Securities and Exchange
Commission (the "Commission") as set forth in Part I of Form S-8 will be sent or
given to participants in the Plan which Plan is listed on the cover of this
Registration Statement on Form S-8 (the "Registration Statement"), as specified
in Rule 428(b)(1) promulgated by the Commission under the Securities Act of
1933, as amended (the "Securities Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirement of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that the Registrant has previously filed with
the Commission are hereby incorporated by reference into the Registration
Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "1996 10-K");
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997; and
3. The portions of the Proxy Statement for the Registrant's 1997
Annual Meeting, held on May 13, 1997, that have been incorporated
by reference in the 1996 10-K.
All reports and other documents that the Registrant subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment indicating that the Registrant has sold all
of the securities offered under the Registration Statement or that deregisters
the distribution of all such securities then remaining unsold, shall be deemed
to be incorporated by reference into the Registration Statement from the date
that the Registrant files such report or document. Any statement contained in
the Registration Statement or any report or document incorporated into the
Registration Statement by reference, however, shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained in a subsequently dated report or document that is also
considered part of the Registration Statement, or in any amendment to the
Registration Statement, is inconsistent with such prior statement.
A copy of any or all of the documents incorporated by reference herein
(other than exhibits to such documents) may be obtained upon request from the
Registrant's office of investor relations, c/o UCAR International Inc., 39 Old
Ridgebury Road, Danbury, Connecticut 06817, telephone number (203) 207-7726.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities registered hereby are deferred compensation obligations
and are fully described in the Plan filed as Exhibits 4.1-4.5 hereto.
1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 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
2
<PAGE>
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 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
3
<PAGE>
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 corporationw hich 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 directors' and officers' 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 6, 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 the Registration Statement; and Article V of the
Amended and Restated By-Laws of the Registrant incorporated by reference as
Exhibit 3.2 to the Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of UCAR
International Inc. (incorporated by reference to the Registration
Statement of the Registrant on Form S-1 (File No. 33-94698))
3.2 Amended and Restated Bylaws of UCAR International Inc.
(incorporated by reference to the Registration Statement of the
Registrant on Form S-1 (File No. 33-94698))
4.1 UCAR International Inc. Compensation Deferral Program (as amended
and restated November, 1995) (incorporated by reference to the
Registration Statement of the Registrant on Form S-1 (File No.
333-1090))
4.2 First Amendment to such Compensation Deferral Program effective
as of January 1, 1995 (incorporated by reference to the
Registration Statement of UCAR International Inc. and UCAR Global
Enterprises Inc. on Form S-1 (File No. 33-84850))
4.3 Second Amendment to such Compensation Deferral Program effective
as of March 15, 1996 (incorporated by reference to the Annual
Report of the Registration Form 10-K for the year ended
December 31, 1995))
4.4 Third Amendment to such Compensation Deferral Program effective as
of July 9, 1996 (incorporated by reference to the Quarterly Report
of the Registrant on Form 10-Q for the quarter ended
March 31, 1996))
4.5 Fourth Amendment to such Compensation Deferral Program effective
as of January 1, 1997 (incorporated by reference to the Annual
Report of the Registrant on Form 10-K to the year ended
December 31, 1996))
5 Opinion of Kelley Drye & Warren LLP
4
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Kelley Drye & Warren LLP (contained in opinion filed as
Exhibit 5)
24 Power of Attorney (contained on the signature page hereof)
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 the 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 the 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.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the 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 the
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,
5
<PAGE>
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.
B. The undersigned 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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
C. 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 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.
6
<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-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DANBURY, STATE OF CONNECTICUT, ON THE 29TH DAY OF
SEPTEMBER, 1997.
UCAR INTERNATIONAL INC.
BY: /S/ ROBERT P. KRASS
---------------------------------------
Name: Robert P. Krass
Title: Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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 date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints Robert P. Krass,
William P. Wiemels and Peter B. Mancino, and each of them severally, as his
attorney-in-fact to sign his name and on his behalf, in any and all capacities
stated below, and to file with the Securities and Exchange Commission any and
all amendments, including post-effective amendments to this Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable the Registrant to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
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 September 29, 1997
- -------------------------------------- and Chief Executive OFficer
Robert P. Krass (Principal Executive Officer)
September 29, 1997
/S/ WILLIAM P. WIEMELS Vice President, Chief Financial
- -------------------------------------- Officer and Treasurer (Principal
William P. Wiemels Financial and Accounting Officer)
/S/ ROBERT D. KENNEDY
- --------------------------------------
Robert D. Kennedy Director September 29, 1997
/S/ JOHN R. HALL
- ---------------------------------------
John R. Hall Director September 29, 1997
/S/ R. EUGENE CARTLEDGE
- ---------------------------------------
R. Eugene Cartledge Director September 29, 1997
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
3.1 Amended and Restated Certificate of UCAR International Inc.
(incorporated by reference to the Registration Statement of the
Registrant on Form S-1 (File No. 33-94698))
3.2 Amended and Restated Bylaws of UCAR International Inc.
(incorporated by reference to the Registration Statement of the
Registrant on Form S-1 (File No. 33-94698))
4.1 UCAR International Inc. Compensation Deferral Program (as amended
and restated November, 1995) (incorporated by reference to the
Registration Statement of the Registrant on Form S-1 (File No.
333-1090))
4.2 First Amendment to such Compensation Deferral Program effective as
of January 1, 1995 (incorporated by reference to the Registration
Statement of UCAR International Inc.and UCAR Global Enterprises
Inc. on Form S-1 (File No. 33-84850))
4.3 Second Amendment to such Compensation Deferral Program effective
as of March 15, 1996 (incorporated by reference to the Annual
Report of the Registration Form 10-K for the year ended
December 31, 1995))
4.4 Third Amendment to such Compensation Deferral Program effective as
of July 9, 1996 (incorporated by reference to the Quarterly Report
of the Registrant on Form 10-Q for the quarter ended March 31,
1996))
4.5 Fourth Amendment to such Compensation Deferral Program effective
as of January 1, 1997 (incorporated by reference to the Annual
Report of the Registrant on Form 10-K to the year ended
December 31, 1996))
5 Opinion of Kelley Drye & Warren LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Kelley Drye & Warren LLP (contained in opinion filed as
Exhibit 5).
24 Power of Attorney (contained on the signature page hereof)
<PAGE>
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
September 29, 1997
UCAR International Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06817
Re: UCAR International Inc. Compensation Deferral Program
Ladies and Gentlemen:
We have acted as special counsel to UCAR International Inc. (the "Company")
in connection with the Registration Statement on Form S-8 which the Company
proposes to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), registering $10,000,000 of
deferred compensation obligations (the "Deferred Compensation Obligations")
which are offered pursuant to the UCAR International Inc. Deferred Compensation
Program (as amended and restated November, 1995) (the "Plan").
In connection with this opinion, we have examined a copy of the Amended and
Restated By-Laws Restated Certificate of Incorporation of the Company, a copy of
the Amended and Restated By-Laws of the Company, the minute books and records of
corporate proceedings of the Company as made available to us by officers of the
Company, the Plan and other records, agreements, certificates and instruments
from officers of the Company and governmental officials, in each case as we have
deemed necessary and relevant to form the basis for the opinion expressed
herein.
In our examination of the documents described above, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to originals of copies, the authenticity of the
originals of such copies and the legal capacity of all natural persons.
The opinion herein is subject to the following limitations and
qualifications:
(a) We express no opinion concerning any law of any jurisdiction other
than (i) the laws of the States of New York and Connecticut, (ii) the
federal laws of the United States of America and (iii) the General
Corporation Law of the State of Delaware. Without limiting the foregoing,
we express no opinion with
<PAGE>
respect to the applicability thereto, or the effect thereof, of the laws
of any other jurisdiction or as to matters of municipal laws or the
rules, regulations or orders of any municipal authority within any state.
(b) We express no opinion on any matter not specifically set forth
herein.
(c) We express no opinion with respect to the validity and binding
nature of the Deferred Compensation Obligations to the extent such
obligations may be subject to, or affected by, general equity principles or
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar state or federal laws affecting the rights and
remedies of creditors generally.
(d) We have assumed that there has been no misrepresentation, omission
or deceit by any person in connection with the execution, delivery or
performance of any of the documents referred to herein or any of the
transactions contemplated by such documents.
Based upon the foregoing, it is our opinion that all proper corporate
proceedings have been taken so that the Deferred Compensation Obligations have
been duly authorized and, upon issuance and payment therefore in accordance with
the Plan and the offering and sale of Deferred Compensation Obligations
thereunder, will be legal, valid and binding obligations of the Company.
We hereby consent to any references to Kelley Drye & Warren LLP contained
in, and to the filing of this opinion with the Securities and Exchange
Commission in connection with, the Registration Statement referred to above. 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
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report included in UCAR International
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 which is
incorporated herein by reference. 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
September 24, 1997
<PAGE>
