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As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UCAR INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1385548
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
(615) 760-8227
(Address of Principal Executive Offices)
EXECUTIVE EMPLOYEE STOCK PURCHASE PROGRAM
(Full Title of the Plan)
Peter B. Mancino, Esq.
Vice President, General Counsel and Secretary
UCAR INTERNATIONAL INC.
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
(Name and Address of Agent for Service)
(615) 760-8227
(Telephone Number, Including Area Code, of Agent for Service)
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COPY REQUESTED TO:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Blvd.
Stamford, Connecticut 06901
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount To Be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Price Per Offering
Share(1) Price(1)
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Common Stock, 300,000 $25.06 $7,518,000 $2,090
par value $.01 shares
per share
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended. The price per share is estimated based on the average of the
high and low trading prices for UCAR International Inc.'s Common Stock on
July 2, 1999, as reported by the New York Stock Exchange.
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300,000 SHARES
UCAR INTERNATIONAL INC.
COMMON STOCK
($.01 par value)
This Prospectus may be used by certain Selling Stockholders, identified in
this prospectus, for the offer and sale of up to 300,000 shares of our Common
Stock.
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 (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 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 or registered 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. We will not receive any proceeds from the offer and sale of
these shares of Common Stock by the Selling Stockholders. We will bear all of
the expenses in connection with the registration of these Shares, including
legal and accounting fees. No discounts, commissions or other compensation will
be allowed or paid by the Selling Stockholders or us in connection with the
offer and sale of these shares of Common Stock, except that usual and customary
brokers' commissions or dealers' discounts may be paid or allowed by the Selling
Stockholders.
Our corporation was formed under the laws of the State of Delaware on
November 24, 1993. Our corporate offices are located at 3102 West End Avenue,
Suite 1100, Nashville, Tennessee 37203, and our telephone number is (615)
760-8227.
Our Common Stock is traded on the NYSE under the symbol "UCR." On July 2,
1999 the closing sale price of the Common Stock, as reported by the NYSE, was
$25.13 a share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 7, 1999.
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No broker, 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 us or any of the Selling Stockholders. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the our
affairs since the date hereof or that the information contained herein is
correct as of any time subsequent to the date hereof. This Prospectus shall 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
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (Commission). You may
read and copy any of the information on file with the Commission at the
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: 7 World Trade
Center, Suite 1300, New York, New York 10048, and 500 West Madison Street, Suite
1300, Chicago, Illinois 60661-2511. Copies of the filed documents can be
obtained by mail from the Public Reference Section of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You
may call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. The Commission also maintains a Web Site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
Web Site is http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form S-8
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") that we filed with the Commission under the Securities
Act of 1933. This Prospectus does not contain all of the information set forth
in the Registration Statement. Certain parts of the Registration Statement are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and exhibits thereto for further
information. Exhibits to the Registration Statement that are omitted from this
Prospectus may also be obtained at the Commission's Web Site described above.
Statements contained or incorporated by reference herein concerning the
provisions of any agreement or other document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and readers are referred to the copy so filed for more
detailed information, each such statement being qualified in its entirety by
such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until all of the shares offered are sold.
1. Our Annual Report on Form 10-K for the year ended December 31, 1998
(the "1998 10-K"), as filed with the Commission on March 26, 1999;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
as filed with the Commission on May 14, 1999;
3. The portions of the Proxy Statement for our 1999 Annual Meeting that
have been incorporated by reference into the 1998 10-K;
4. The description of the Common Stock, contained in our Registration
Statement on Form 8-A (File No. 1-13888) dated July 28, 1995 and filed with the
Commission under Section 12 of the Exchange Act including any amendments or
reports filed for the purpose of updating such description; and
5. The description of the Rights, contained in our Registration Statement
on Form 8-A (File No. 1-13888) dated September 10, 1998 and filed with the
Commission under Section 12 of the Exchange Act including any amendments or
reports filed for the purpose of updating such description.
Any statement contained 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
You can request, and we will send to you without charge, copies of
documents that are incorporated by reference in this Prospectus but which are
not delivered to you (other than exhibits to such documents which are not
specifically incorporated by reference). You may request these copies by writing
or telephoning the Company at: UCAR International Inc., 3102 West End Avenue,
Suite 1100, Nashville, Tennessee 37203, (615) 760-8227.
You should rely on the information incorporated by reference or provided
in this Prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information.
RISKS REGARDING FORWARD-LOOKING STATEMENTS
This Registration Statement contains forward-looking statements. Except as
otherwise required to be disclosed in periodic reports required to be filed by
public companies with the Commission pursuant to the Commission's rules, we have
no duty to update these statements. Actual future events and circumstances
(including future performance, results and trends) could differ materially from
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those set forth in these statements due to various factors. These factors
include the possibility of the occurrence of unanticipated events or
circumstances relating to pending antitrust investigations or investigations or
lawsuits relating to the same subject matter of these pending investigations or
lawsuits, the occurrence of unanticipated events or circumstances relating to
businesses acquired within the past several years, the occurrence of
unanticipated events or circumstances relating to capacity in the industry,
strategic plans or divestiture, joint venture, operating, capital, global
integration or other projects, changes in currency exchange rates, changes in
economic or competitive conditions, technological developments, and other risks
and uncertainties, including those described in this Registration Statement.
THE COMPANY
Our business was founded in 1886 by National Carbon Company. In 1917,
National Carbon Company, along with Union Carbide Company and three other
companies, combined to form a new corporation named Union Carbide and Carbon
Company, now known as Union Carbide Corporation ("Union Carbide"). National
Carbon Company became the Carbon Products Division of Union Carbide. In January
1989, Union Carbide realigned each of its worldwide businesses into separate
subsidiaries. As part of the realignment, the business of the Carbon Products
Division was separated from Union Carbide's other businesses and became owned by
UCAR and its subsidiaries, which were then wholly owned by Union Carbide. In
February 1991, Union Carbide sold to Mitsubishi Corporation ("Mitsubishi") 50%
of the common equity of UCAR and its subsidiaries.
In January 1995, we consummated a leveraged recapitalization (the
"Recapitalization") pursuant to an agreement among Union Carbide, Mitsubishi,
UCAR and a corporation affiliated with Blackstone Capital Partners II Merchant
Banking Fund L.P. and its affiliates (collectively, "Blackstone"). Pursuant to
the Recapitalization:
. UCAR issued common stock representing approximately 75% of the then
outstanding common stock to Blackstone, an affiliate of Chase Manhattan
Bank and certain members of management for $203 million.
. UCAR Global Enterprises Inc., a direct wholly-owned subsidiary of UCAR
("Global") and certain of its foreign subsidiaries borrowed $585 million
under senior secured bank credit facilities arranged through Chase
Manhattan Bank.
. Global issued $375 million of Subordinated Notes.
. We repaid approximately $250 million of then existing indebtedness.
. UCAR repurchased and cancelled all of the common equity then held by
Mitsubishi for $406 million.
. UCAR paid to Union Carbide a cash dividend of $347 million on the common
equity then held by Union Carbide, which common equity represented
approximately 25% of the then outstanding common stock.
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. 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 requirements.
In connection with the Recapitalization, we transferred all of our
operating subsidiaries to Global or subsidiaries of Global. UCAR currently holds
no material assets other than common stock of Global and intercompany debt owed
to it.
In August 1995, UCAR completed an initial public offering of common stock.
In connection with the offering, UCAR sold common stock representing 22% of the
common stock outstanding immediately after the 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 offering to contribute to 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 redeemed, plus
accrued interest of $4 million. We used the balance of the net proceeds for
general corporate purposes and to reduce other outstanding indebtedness.
In October 1995, we refinanced the bank credit facilities obtained in
connection with the Recapitalization with the Senior Bank Facilities at more
favorable interest rates and with more favorable covenants.
In March 1996, Blackstone, an affiliate of Chase Manhattan Bank and
certain members of management sold shares of common stock in a secondary public
offering. After the offering, Blackstone owned approximately 20% of the then
outstanding shares of common stock.
In March 1997, the Senior Bank Facilities were amended to reduce interest
rates, increase the amount available under our revolving credit facility to $250
million from $100 million and change covenants to allow more flexibility in uses
of free cash flow for acquisitions, capital expenditures and restricted
payments.
In April 1997, Blackstone sold approximately 14% of the then outstanding
common stock in a secondary public offering. Concurrently with the offering, we
repurchased 1,300,000 shares of common stock from Blackstone for $48 million.
This repurchase constituted part of a previously announced stock repurchase
program. After the offering and the repurchase, Blackstone ceased to be a
principal stockholder of UCAR.
In 1997, UCAR's Board of Directors authorized a program to repurchase up
to $200 million of common stock at prevailing prices from time to time in the
open market or otherwise depending on market conditions and other factors,
without any established minimum or maximum time period or number of shares. UCAR
purchased an aggregate of $92 million of common stock (including common stock
repurchased from Blackstone) under this program. The last repurchase was made in
1997. We do not expect to repurchase additional common stock under this program
in the near term.
In September 1998, UCAR's Board of Directors adopted a global
restructuring and rationalization plan. The plan is intended to enhance
stockholder value by focusing on optimizing margins, maximizing cash flow,
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generating growth in earnings and strengthening competitiveness through
operating and overhead cost reduction and plant rationalization. The plan is
also intended, over the long term, to strengthen our position as a low cost
producer supplying the steel and metals industries and, over the near term, to
respond to global economic conditions that are adversely impacting our
customers. We believe that, under current conditions, the plan will have a
positive impact on earnings in the second half of 1999.
In November 1998, the Senior Bank Facilities were refinanced and the
indenture governing the Subordinated Notes was amended. In connection with the
refinancing, we obtained additional term debt of $210 million. Following the
refinancing, the covenants under the Senior Bank Facilities are more restrictive
than they had been prior to the time when we recorded the $340 million charge
described below. The covenants do, however, allow us to implement our global
restructuring and rationalization plan. Further, the covenants do not restrict
our ability to draw on our revolving credit facility unless payments and
reserves with respect to the litigation matters described below exceed $400
million (adjusted for certain imputed interest expense).
Since 1997, we have been served with subpoenas, search warrants and
information requests by antitrust authorities in the United States and elsewhere
in connection with investigations as to whether there has been any violation of
antitrust laws by producers of graphite electrodes. In addition, antitrust class
action and other civil lawsuits have been commenced against us and other
producers of graphite electrodes in the United States and Canada. We recorded a
charge against results of operations for 1997 in the amount of $340 million as a
reserve for estimated potential liabilities and expenses in connection with
antitrust investigations and related lawsuits and claims. UCAR has also been
named as a nominal defendant in a shareholder derivative lawsuit and is a
defendant in a securities class action lawsuit, each of which is based, in part,
on the subject matter of those antitrust investigations, lawsuits and claims. It
is possible that antitrust investigations in other jurisdictions and additional
civil antitrust lawsuits could be commenced.
In April 1998, pursuant to a plea agreement with the Antitrust Division of
the United States Department of Justice (the "DOJ"), UCAR pled guilty to a
one-count charge of violating U.S. federal antitrust laws in the sale of
graphite electrodes and was sentenced to pay a non-interest-bearing fine in the
aggregate amount of $110 million, payable in six annual installments. In March
1999, pursuant to a plea agreement with the Canadian Competition Bureau, our
Canadian subsidiary pled guilty to a one-count charge of violating Canadian
antitrust laws in connection with the sale of graphite electrodes and was
sentenced to pay a fine of Cdn.$11 million. The guilty pleas have made it more
difficult to defend against other investigations, lawsuits and claims. Through
May 7, 1999, we have settled virtually all of the actual and potential graphite
electrode antitrust claims by steelmakers in the United States and Canada as
well as antitrust claims by certain other steelmakers. In the aggregate, the
above mentioned fines and settlements are within the amounts we used for
purposes of evaluating the $340 million charge. Actual liabilities and expenses
could be materially higher than such charge. We do not believe that the outcome
of the shareholder derivative lawsuit will have a material adverse effect on us.
The securities class action is still in its early stages and no evaluation of
potential liability can yet be made.
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SELLING STOCKHOLDERS
This Prospectus covers offers and sales from time to time by or on behalf
of each Selling Stockholder of the Shares owned by each such Selling
Stockholder. The following table sets forth certain information relating to the
Shares and the Selling Stockholders as of March 31, 1999. Any or all of the
Shares listed may be offered for sale by the Selling Stockholders from time to
time. All of the Shares were or will be issued under the UCAR International Inc.
Executive Employee Stock Purchase Program. As of March 31, 1999 the Company had
45,082,530 shares of Common Stock issued and outstanding.
NUMBER OF NUMBER OF
SHARES OF SHARES OF
COMMON COMMON STOCK NUMBER OF PERCENTAGE
STOCK WHICH MAY BE SHARES OF OF
BENEFICIALLY OFFERED AND COMMON STOCK OUTSTANDING
OWNED PRIOR SOLD BY SUCH BENEFICIALLY SHARES
SELLING TO THE SELLING OWNED AFTER AFTER
STOCKHOLDER OFFERING(a) STOCKHOLDER(a) OFFERING OFFERING
----------- ----------- -------------- ------------ -----------
John C. Arnold 57,406 11,213 46,193 *
Petrus J. Barnard 129,179 12,490 116,689 *
Luiz R. Beling 24,251 12,490 11,761 *
Thomas W. Burkett 8,288 8,161 127 *
William D. Cate 153,975 11,710 142,265 *
Corrado F. De Gasperis 14,896 12,419 2,477 *
Douglas C. Dowdle 50,494 8,616 41,878 *
Peter B. Mancino 249,519 15,257 234,262 *
Karen G. Narwold 26,848 9,394 17,454 *
Gilbert E. Playford 118,115 114,968 3,147 *
Hermanus L. Pretorius 41,587 14,190 27,397 *
Craig S. Shular 19,296 14,296 5,000 *
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* Represents holdings of less than one percent.
(a) Includes shares not yet purchased under the Executive Employee
Stock Purchase Program:
NUMBER OF SHARES
SELLING STOCKHOLDER NOT YET PURCHASED
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John C. Arnold 1,020
Petrus J. Barnard 1,136
Luiz R. Beling 1,136
Thomas W. Burkett 742
William D. Cate 1,065
Corrado F. De Gasperis 1,129
Douglas C. Dowdle 784
Peter B. Mancino 1,387
Karen G. Narwold 854
Gilbert E. Playford 10,452
Hermanus L. Pretorius 1,290
Craig S. Shular 1,300
Each such Selling Stockholder has been employed by the Company in various
positions during the past three years, except Messrs. De Gasperis and Playford,
both of whom joined the Company in June 1998, and Mr. Shular, who joined the
Company in January 1999.
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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 New
York Stock Exchange (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 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 or registered 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. We will not receive any proceeds from the offer and sale of
these shares of Common Stock by the Selling Stockholders. We will bear all of
the expenses in connection with the registration of these Shares, including
legal and accounting fees. No discounts, commissions or other compensation will
be allowed or paid by the Selling Stockholders or us in connection with the
offer and sale of these shares of Common Stock, except that usual and customary
brokers' commissions or dealers' discounts may be paid or allowed by the Selling
Stockholders.
EXPERTS
The Consolidated Financial Statements of the Company for each of the years
in the three year period ended December 31, 1998, which are included in UCAR's
Annual Report on Form 10-K for the year ended December 31, 1998, 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 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 LLP refers to a change in 1998 to the FIFO method of
valuing certain U.S. inventory.
LEGAL MATTERS
Certain legal matters in connection with the legality of the Shares have
been passed upon for the Company by Kelley Drye & Warren LLP, Stamford,
Connecticut.
* * * * *
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant are
hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, as filed with the Commission on March 26, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as filed with the Commission on May 14, 1999;
(c) The portions of the Proxy Statement for the Registrant's 1999 Annual
Meeting that have been incorporated by reference into the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998;
(d) The description of the Registrant's common stock, $0.01 par value (the
"Common Stock") contained in the Registrant's Registration Statement on Form 8-A
(Registration No. 1-13888) dated July 28, 1995 and filed with the Commission
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description; and
(e) The description of the Registrant's Rights contained in the
Registrant's Registration Statement on Form 8-A (Registration No. 1-13888) dated
September 10, 1999 and filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating such description.
All documents and reports filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15 (d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective amendment to the Registration Statement which
indicates that the securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "Law") provides
as follows:
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(a) 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, 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 he 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 him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 he 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 his conduct was unlawful.
(b) 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 or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he 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 him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest 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 with the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a present or former director or officer 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 such person 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 present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made with respect to a
person who is a director or officer at the time of such determination, (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) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
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(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 such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation 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 such
person's 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 such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person 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 of
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 such person 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 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 such person 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.
II-3
<PAGE>
(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 such provision shall not eliminate or
limit the liability of a director (i) for any breach of the directors 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 he 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 subsection (a) of ss.141 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.
Certain directors of the registrant may be entitled to indemnification
under separate contractual arrangements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
These securities were sold to the Selling Stockholders in transactions not
involving any public offering in the United States. Accordingly, these
transactions were exempt from registration under Section 4(2) of the Securities
Act.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT NO. DESCRIPTION
----------- --------------------------------------------------------------
4.1 UCAR International Inc. Executive Employee Stock Purchase
Program (incorporated by reference to the Annual Report on
Form 10-K of the Registrant for the year ended December 31,
1998).
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality
of the Common Stock being registered.
II-4
<PAGE>
23.1 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG LLP.
24 Powers of Attorney.
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 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 volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end 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 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) above do not apply
if the registration 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 this 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
II-5
<PAGE>
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
of 1933, as amended, 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, 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 of 1933, as amended, and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville, State of Tennessee, on this 7th day
of July 1999.
UCAR INTERNATIONAL INC.
By: /s/ Craig S. Shular
----------------------------------------------
Name: Craig S. Shular
Title: Vice President and Chief Financial Officer
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.
SIGNATURES TITLE DATE
---------- ----- ----
*
- ---------------------------------- President, Chief Executive July 7, 1999
Gilbert E. Playford Officer and Director
(Principal Executive
Officer)
/s/ Craig S. Shular
- ---------------------------------- ViceSPresident and Chief July 7, 1999
Craig S. Shular Financial Officer
(Principal Financial
Officer)
*
- ---------------------------------- Controller July 7, 1999
Corrado F. De Gasperis (Principal Accounting
Officer)
*
- ---------------------------------- Director July 7, 1999
Robert D. Kennedy
*
- ---------------------------------- Director July 7, 1999
R. Eugene Cartledge
*
- ---------------------------------- Director July 7, 1999
Alec Flamm
*
- ---------------------------------- Director July 7, 1999
John R. Hall
<PAGE>
SIGNATURES TITLE DATE
---------- ----- ----
*
- ---------------------------------- Director July 7, 1999
Thomas Marshall
*
- ---------------------------------- Director July 7, 1999
Michael C. Nahl
*By /s/ Craig S. Shular
-------------------------------
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality of the
Common Stock being registered.
23.1 Consent of Kelley Drye & Warren LLP (included in their opinion
filed as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney
<PAGE>
EXHIBIT 5.1
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Blvd.
Stamford, Connecticut 06901
(203) 324-1400
July 6, 1999
UCAR International Inc.
3102 West End Avenue
Suite 1100
Nashville, Tennessee 37203
Re: EXECUTIVE EMPLOYEE STOCK PURCHASE PROGRAM
-----------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to UCAR International Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 300,000
shares of the Company's common stock, $0.01 par value per share (the "Shares"),
which have been or are to be issued pursuant to the Company's Executive Employee
Stock Purchase Program (the "Program").
In connection with this opinion, we have examined and relied upon copies
certified or otherwise identified to our satisfaction of: (i) the Program; (ii)
an executed copy of the Registration Statement; (iii) the Company's Amended and
Restated Certificate of Incorporation, and Amended and Restated By-laws; and
(iv) the minute books and other records of corporate proceedings of the Company,
as made available to us by officers of the Company; and have reviewed such
matters of law as we have deemed necessary or appropriate for the purpose of
rendering this opinion.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the laws
of the State of Delaware and the federal laws of the United States of America.
Without limiting the foregoing, we express no opinion with respect to the
<PAGE>
applicability thereto or effect of municipal laws or the rules, regulations or
orders of any municipal agencies within any such state.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
(i) the Shares already issued have been duly authorized and validly issued and
are fully paid and non-assessable and (ii) the Shares to be issued have been
duly authorized and, when issued and paid for in accordance with the terms of
the Program, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to all references to our firm included in the
Registration Statement as of the date hereof. In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /S/ M. RIDGWAY BARKER
-----------------------------
A Partner
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
UCAR International Inc.
We consent to incorporation by reference in this Registration Statement on Form
S-8 of UCAR International Inc. of our report relating to the consolidated
financial statements of UCAR International Inc. and Subsidiaries, which report
appears on Page 65 of the UCAR International Inc. Annual Report on Form 10-K for
the year ended December 31, 1998.
Our report on the consolidated financial statements refers to a change in 1998
to the FIFO method valuing certain U.S. inventory.
/s/ KPMG LLP
Nashville, Tennessee
July 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Gilbett E. Playford
---------------------------------------------
Print Name: Gilbert E. Playford
---------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Corrado F. De Gasperis
---------------------------------------------
Print Name: Corrado F. De Gasperis
---------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Robert D. Kennedy
---------------------------------------------
Print Name: Robert D. Kennedy
--------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ R. Eugene Cartledge
---------------------------------------------
Print Name: R. Eugene Cartledge
--------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Alec Flamm
---------------------------------------------
Print Name: Alec Flamm
--------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/S/ John R. Hall
---------------------------------------------
Print Name: John R. Hall
--------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Thomas Marshall
---------------------------------------------
Print Name: Thomas Marshall
--------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
appoints each of Gilbert E. Playford, Peter B. Mancino, Karen G. Narwold, Craig
S. Shular and Corrado F. De Gasperis to be the undersigned's true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and
re-substitution (the "attorneys-in-fact"), to execute any and all registration
statements, applications, notices and other documents, and any and all
supplements and amendments thereto, to be filed with the Securities and Exchange
Commission, or any other securities law administrator or any stock exchange or
market to register, qualify or list securities issued, sold or delivered, or
issuable, saleable or deliverable, under any employee benefit plan of UCAR
International Inc. or its subsidiaries (collectively, the "Company"), in
accordance with laws, rules and regulations and hereby grants to each of Gilbert
E. Playford, Peter B. Mancino, Karen G. Narwold, Craig S. Shular and Corrado F.
De Gasperis and each of their substitutes the full power and authority to
perform all acts necessary or appropriate in connection therewith.
This Power of Attorney shall not be affected in any manner by reason of
the execution, at any time, of other powers of attorney by the undersigned in
favor of persons other than the attorneys-in-fact named herein and shall not be
affected by the subsequent death, disability or incompetence of the undersigned.
This Power of Attorney shall remain in effect as long as the
undersigned is a director of UCAR International Inc. unless voluntarily revoked.
This Power of Attorney may be voluntarily revoked only by written notice to such
attorneys-in-fact, delivered by registered mail or certified mail, return
receipt requested. All persons dealing with any of the attorneys-in-fact named
herein may assume that this Power of Attorney has not been revoked and may be
relied upon unless they have actual knowledge of its voluntary revocation.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of July 1999.
/s/ Michael C. Nahl
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Print Name: Michael C. Nahl
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