<PAGE>
As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-_____
- --------------------------------------------------------------------------------
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 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
(Address of Principal Executive Offices, Including Zip Code)
UCAR INTERNATIONAL INC. MANAGEMENT STOCK OPTION PLAN
(Full Title of the Plan)
PETER B. MANCINO, ESQ.
Vice President and General Counsel
UCAR INTERNATIONAL INC.
3102 West End Avenue, Suite 1100
Nashville, Tennessee 37203
(615) 760-8227
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
--------------------
COPY TO:
M. RIDGWAY BARKER, ESQ.
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
CALCULATION OF REGISTRATION FEE (1)
================================================================================
Proposed
Maximum Proposed
Title of Offering Maximum Amount of
Securities Amount to be Price Per Aggregate Registration
to be Registered Registered Share(2) Offering Price Fee
================================================================================
Common Stock, 3,113,172 shares $25.06 $78,016,091 $21,689
par value $.01
per share
================================================================================
(1) This Registration Statement on Form S-8 is being filed pursuant to Rule
429 under the Securities Act of 1933, as amended (the "Securities
Act"). 4,886,828 shares of Common Stock were previously registered, and
a fee of $12,807 was previously paid, under our Registration Statement
on Form S-8, No. 33-95550, which is hereby combined with this
Registration Statement under Rule 429.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act. The price
per share is estimated based on the average of the high and low trading
prices for the Common Stock on July 2, 1999 as reported by The New York
Stock Exchange.
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 of UCAR
International Inc. ("we" or "us") is to register an additional 3,113,172 shares
of our common stock, par value $.01 per share (the "Common Stock"), issuable
pursuant to the UCAR International Inc. Management Stock Option Plan, as amended
and restated through September 29, 1998. 4,886,828 shares of Common Stock were
previously registered under our Registration Statement on Form S-8, No.
33-95550, which is hereby combined with this Registration Statement pursuant to
Rule 429 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by the Registrant are hereby incorporated by reference into this Registration
Statement:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1998,
as filed with the Commission on March 26, 1999;
(b) Our 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 our Proxy Statement for our 1999 Annual Meeting that
have been incorporated by reference into the 1998 10-K;
(d) The description of the Common Stock contained in our 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 our Rights contained in our Registration Statement
on Form 8-A (Registration No. 1-13888) dated September 10, 1998 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 us 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.
1
<PAGE>
ITEM 8. EXHIBITS.
The following opinions, consents and other documents are attached hereto
as exhibits:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 UCAR International Inc. Management Stock Option Plan effective
as of September 29, 1998 (Senior Management Version).
4.2 Form of Non-Qualified Stock Option Agreement (incorporated by
reference to the Registration Statement of the registrant on
Form S-1 (File No. 33-84850)).
4.3 Form of Non-Qualified Stock Option Agreement (standard version)
(incorporated by reference to the Annual Report on Form 10-K of
the Registrant for the year ended December 31, 1998).
4.4 UCAR International Inc. 1996 Mid-Management Equity Incentive
Plan effective as of February 6, 1996 (incorporated by reference
to the Registration Statement of the registrant on Form S-1
(File No. 333-1090)).
5.1 Opinion of Kelley Drye & Warren regarding legality of the
securities originally registered (previously filed).
5.2 Opinion of Kelley Drye & Warren regarding legality of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Kelley Drye & Warren (included in Exhibit 5.1).
23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).
24 Powers of Attorney.
<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 amendment to the
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. Schular
- ---------------------------------- Vice Presidentand 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>
*
- ---------------------------------- 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
NUMBER DESCRIPTION
- ------- -----------
4.1 UCAR International Inc. Management Stock Option Plan
effective as of September 29, 1998 (Senior Management
Version).
5.2 Opinion of Kelley Drye & Warren LLP regarding legality
of the securities being registered.
23.1 Consent of KPMG LLP.
23.3 Consent of Kelley Drye & Warren LLP (included in
Exhibit 5.2).
24 Powers of Attorney.
THE UCAR INTERNATIONAL INC.
MANAGEMENT STOCK OPTION PLAN
(SENIOR MANAGEMENT VERSION)
This Management Stock Option Plan was originally adopted by the
Board of Directors of UCAR International Inc. as of January 26, 1995. It was
subsequently amended. This document restates this Management Stock Option Plan
as amended through September 29, 1998.
ARTICLE I
PURPOSE OF PLAN
The Plan has been adopted by the Board to provide for the grant of
stock options to certain management employees of the Company and its
Subsidiaries and non-employee directors of the Company as a part of the
compensation and incentive arrangements for such employees and directors. The
Plan is intended to advance the best interests of the Company by allowing such
persons to acquire an ownership interest in the Company, thereby motivating them
to contribute to the success of the Company and to remain in the employ or
service of the Company and its Subsidiaries. It is anticipated that the
availability of stock options under the Plan will also enhance the Company's and
its Subsidiaries' ability to attract and retain individuals of exceptional
talent to contribute to the sustained progress, growth and profitability of the
Company.
ARTICLE II
DEFINITIONS
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
"ACCELERATION EVENT" shall mean an event with respect to which the
Plan provides for the acceleration of the exercisability of Options, as provided
in Section 5.3.
"AFFILIATE" shall mean, with respect to any Person, (i) any other
Person that directly or indirectly Controls, is Controlled by or is under common
Control with such Person, or (ii) any director, officer, partner or employee of
such Person or any Person specified in clause (i) above.
"BOARD" shall mean the Board of Directors of the Company.
"CAUSE," if relevant to a particular Participant, shall have the
meaning of "Cause" set forth in such Participant's Option Agreement.
"CEO" shall mean the Chief Executive Officer of the Company.
<PAGE>
"CHANGE OF CONTROL" shall mean the occurrence of any of the
following events:
(i) any "person" or "group", within the meaning of Sections 13(d)
and 14(d)(2) of the Exchange Act, becomes the "beneficial owner", as defined in
Rule 13d-3 under the Exchange Act, of more than 22.5% of either the then
outstanding Common Stock or the combined voting power of the then outstanding
voting securities of the Company;
(ii) any "person" or "group" within the meaning of Sections 13(d)
and 14(d)(2) of the Exchange Act acquires by proxy or otherwise the right to
vote for the election of directors, on any merger or consolidation of the
Company or for any other matter or question with respect to more than 22.5% of
either the then outstanding Common Stock or the combined voting power of the
then outstanding voting securities of the Company;
(iii) Present Directors and New Directors cease for any reason to
constitute a majority of the Board (and, for these purposes, "Present Directors"
shall mean individuals who at the beginning of any consecutive twenty-four month
period were members of the Board and "New Directors" shall mean individuals
whose election as directors by the Board or whose nomination for election as
directors by the Company's stockholders was approved by a vote of at least
two-thirds of the Directors then in office who were Present Directors or New
Directors);
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company; or
(v) consummation of:
(x) a reorganization, merger or consolidation of the
Company (a "Business Combination"), unless, following
such Business Combination, (a) all or substantially
all of the "beneficial owners," as defined in Rule
13d-3 under the Exchange Act, of the outstanding
Common Stock and the combined voting power of the
outstanding voting securities of the Company,
respectively, immediately prior to such Business
Combination "beneficially own," as so defined,
directly or indirectly, more than 50% of the
outstanding common equity securities and the combined
voting power of the outstanding voting securities of
the entity resulting from such Business Combination
(including, without limitation, an entity which as a
result of such Business Combination owns the Company
or all or substantially all of the Company's assets
either directly or indirectly through one or more
subsidiaries), respectively, in substantially the
same proportions as their ownership, immediately
prior to such Business Combination, of the
outstanding Common Stock of the Company and the
combined voting power of the outstanding voting
securities of the Company, respectively, (b) no
"person" or "group," within the meaning of Sections
13(d) and 14(d)(2) of the Exchange Act (excluding any
entity resulting from such Business Combination and
any employee benefit plan (and related trust) of the
Company, its subsidiaries or such entity), is the
"beneficial owner," as defined in Rule 13d-3 under
the Exchange Act, of more than 22.5% of either the
then outstanding common equity securities of the
entity resulting from such Business Combination or
2
<PAGE>
the combined voting power of the outstanding voting
securities of such entity except to the extent that
such beneficial ownership existed immediately prior
to such Business Combination with respect to the
Common Stock and combined voting power of outstanding
voting securities of the Company and (c) at least a
majority of the members of the board of directors (or
similar governing body) of the entity resulting from
such Business Combination were members of the Board
at the time of the execution of the initial agreement
providing for such Business Combination or the time
of the action of the Board approving of such Business
Combination, whichever is earlier; or
(y) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of
all, or substantially all, of the assets of the
Company, whether held directly or indirectly through
one or more subsidiaries (excluding any grant of any
pledge, mortgage or security interest or any
sale-leaseback or any similar transaction, but
including any foreclosure sale);
provided, that, in the case of both clause (x) and (y) above, the
divestiture of less than substantially all of the assets of the
Company in one transaction or a series of related transactions,
whether effected by sale, lease, exchange, transfer, spin-off, sale
of the stock of or merger or consolidation of a subsidiary or
otherwise, shall not constitute a Change in Control of the Company.
Notwithstanding the foregoing, a Change in Control of the Company shall not be
deemed to occur: (A) pursuant to clauses (i) and (ii) above, solely because more
than 22.5% of the then outstanding Common Stock or the combined voting power of
the then outstanding voting securities of the Company is held or acquired by one
or more employee benefit plans (or related trusts) maintained by the Company or
its subsidiaries; or (B) pursuant to clause (v)(y) above, if the Board
determines that any sale, lease, exchange or transfer does not involve
substantially all of the assets of the Company.
"CODE" shall mean the Internal Revenue Code of 1986, as amended, and
any successor statute.
"COMMITTEE" shall mean the Organization and Compensation
Committee of the Board.
"COMMON STOCK" shall mean the common stock of the Company, par
value $.01.
"COMPANY" shall mean UCAR International Inc., a Delaware
corporation.
3
<PAGE>
"CONTROL" (including, with correlative meaning, all conjugations
thereof) shall mean with respect to any Person, the ability of another Person to
control or direct the actions or policies of such first Person, whether by
ownership of voting securities, by contract or otherwise.
"CUMULATIVE EBITDA" shall mean with respect to any Performance
Option, the sum of the EBITDA for the period ending on the last day of the Plan
Year preceding the Determination Date.
"CUMULATIVE EBITDA TARGETS" shall mean with respect to any
Performance Option, the sum of the EBITDA Targets for the period ending on the
last day of the Plan Year preceding the Determination Date.
"DETERMINATION DATE" shall mean the last day of the Plan Year.
"DIRECTOR" shall mean any individual who is a member of the Board
and who is not an employee of the Company or a Subsidiary.
"DISABILITY" shall mean the inability of a Participant to perform in
all material respects his duties and responsibilities to the Company, or any
Subsidiary of the Company, by reason of a physical or mental disability or
infirmity which inability is reasonably expected to be permanent and has
continued (i) for a period of six consecutive months or (ii) such shorter period
as the Company may determine. A Participant (or his representative) shall
furnish the Company with satisfactory medical evidence documenting the
Participant's disability or infirmity.
"EBITDA" shall mean, with respect to the Company and its
Subsidiaries on a consolidated basis for any period, the consolidated net income
of the Company and its Subsidiaries for such period, as determined in accordance
with generally accepted accounting principles consistently applied, PLUS, to the
extent deducted in computing such consolidated net income, without duplication,
the sum of (a) income tax expenses and withholding tax expenses incurred in
connection with cross-border transactions involving non-domestic Subsidiaries,
(b) interest expense, (c) depreciation expense and amortization expense, (d) any
special charges and any extraordinary or non-recurring losses, (e) monitoring
and management fees paid to Blackstone Capital Partners II Merchant Banking Fund
L.P. or its affiliates, (f) other noncash items reducing consolidated net
income, and of noncash exchange, translation on performance losses relating to
any foreign currency hedging transactions or currency fluctuations, MINUS, to
the extent added in computing such consolidated net income, without duplication,
(i) interest income, (ii) extraordinary or non-recurring gains, (iii) other
noncash items increasing consolidated net income, (iv) noncash exchange,
translation or performance gains relating to any foreign currency hedging
transactions or currency fluctuations, and (v) all non-cash pension accruals
related to FAS `87; PROVIDED that all effects of the Recapitalization shall be
eliminated in computing EBITDA.
"EBITDA TARGET" shall mean with respect to each Plan Year, the
amount set forth in the following table opposite such Plan Year:
4
<PAGE>
PLAN YEAR ENDING EBITDA TARGET
December 31, 1995 $ 216,900,000
December 31, 1996 $ 223,400,000
December 31, 1997 $ 256,600,000*
December 31, 1998 $ 271,700,000*
December 31, 1999 $ 287,800,000*
and such other targets as are established by the Committee after consultation
with the CEO with respect to subsequent Plan Years. Asterisked EBITDA Targets
shall not be more than the stated amount but may be adjusted downward by the
Committee, in its sole discretion and shall otherwise be subject to the
provisions of Section 10.3.
"EFFECTIVE DATE" shall mean the Recapitalization Closing Date.
"EMPLOYEE" shall mean any employee of the Company or any of its
Subsidiaries and, unless otherwise indicated, any Director.
"EMPLOYEE LOAN" shall mean any loan made to a Participant on the
Recapitalization Closing Date to assist the Participant in paying certain income
tax liability.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"EXERCISABLE PERCENTAGE" shall mean, with respect to any Option, the
cumulative percentage of the total number of Option Shares subject to such
Option (measured as of the Grant Date) which a Participant has the right to
receive upon exercising such Option.
"EXERCISE PRICE" shall mean the amount that a Participant must pay
to exercise an Option with respect to one share of Common Stock subject to such
Option, as determined in Section 4.2.
"FAIR MARKET VALUE" shall mean (i) with respect to any Option
granted prior to September 29, 1998, the average of the high and low trading
prices of the Common Stock for the 20 business days immediately preceding the
day of the valuation, (ii) with respect to any Option granted after September
29, 1998, the closing sale price (or, if there is none, the average of the
closing bid and asked prices) of the Common Stock on the last trading day
preceding the day of the valuation and (iii) with respect to any Option granted
on September 29, 1998 after the close of trading, the closing sale price of the
Common Stock on that day (i.e., $17.06).
"GOOD REASON," if relevant to a particular Participant, shall have
the meaning of "Good Reason" set forth in such Participant's Option Agreement.
"GRANT DATE" shall mean, with respect to the initial grant of
Options hereunder, the Recapitalization Closing Date and, thereafter, shall mean
the date the relevant Options are granted pursuant to this Plan.
5
<PAGE>
"OPTION" shall mean, with respect to any Participant, (a) any Time
Option, Performance Option or Standard Option and (b) any option, warrant or
right to acquire shares of the capital stock of the Company issued in respect of
an option referred to in clause (a) above, by way of distribution or in
connection with a merger, consolidation, reorganization or other
recapitalization.
"OPTION AGREEMENT" shall mean the relevant Option Agreement between
a Participant and the Company.
"OPTION SHARES" shall mean, with respect to any Participant, (a) any
shares of Common Stock (or other shares of capital stock of the Company)
issuable or issued by the Company upon exercise of any Option by such
Participant and (b) any shares of the capital stock of the Company issuable or
issued in respect of any of the securities described in clause (a) above, by way
of stock dividend, stock split, merger, consolidation, reorganization or other
recapitalization.
"PARTICIPANT" shall mean any individual who holds an outstanding
Option granted under this Plan.
"PERFORMANCE OPTIONS" shall mean the options described in Section
5.2.
"PERSON" shall mean an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.
"PLAN" shall mean this Management Stock Option Plan, as amended from
time to time.
"PLAN YEAR" shall mean initially the short plan year beginning
January 26, 1995 and ending on December 31, 1995, and thereafter each of the
calendar years from 1996 through 2007.
"PUBLIC OFFERING" shall mean the sale of shares of Common Stock
pursuant to an effective registration statement under the Securities Act, which
results in an active trading market in Common Stock. If the Common Stock is
listed on a national securities exchange or is quoted on the NASDAQ National
Market, it shall be deemed to be actively traded.
"RECAPITALIZATION" shall mean the recapitalization of the Company
pursuant to the Recapitalization Agreement.
"RECAPITALIZATION AGREEMENT" shall mean the agreement dated as of
November 14, 1994 among Union Carbide Corporation, a New York corporation,
Mitsubishi Corporation, a Japanese corporation, the Company, and UCAR
International Acquisition Inc., a Delaware corporation.
6
<PAGE>
"RECAPITALIZATION CLOSING DATE" shall mean the closing date of the
Recapitalization (i.e., January 26, 1995).
"RECAPITALIZATION PRICE" shall mean the per share price paid in the
Recapitalization (i.e., $7.60).
"RETIREMENT," if relevant to a particular Participant, shall have
the meaning of "Retirement" set forth in such Participant's Option Agreement.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
"STANDARD OPTIONS" shall mean the options described in Section
5.2A.
"SUBSIDIARY" shall mean any corporation of which the Company owns,
directly or through one or more Subsidiaries, a fifty percent (50%) or more
equity interest in such corporation or has the right to nominate fifty percent
(50%) or more of the members of the board of directors or other governing body
of the corporation.
"TIME OPTIONS" shall mean the options described in Section 5.1.
"TRANSFER" shall mean, with respect to any Option, the gift, sale,
assignment, transfer, pledge, hypothecation or other disposition (whether for or
without consideration and whether voluntary, involuntary or by operation of law)
of such Option or any interest therein.
ARTICLE III
LIMITATION ON AVAILABLE OPTION SHARES
3.1 OPTION SHARES. The aggregate number of shares of Common Stock
with respect to which Options may be granted under the Plan shall not exceed
1,953,172; PROVIDED, HOWEVER, that the aggregate number of shares of Common
Stock with respect to which Options may be granted shall be subject to
adjustment in accordance with the provisions of Section 10.2.
3.2 STATUS OF OPTION SHARES. The shares of Common Stock for which
Options may be granted under the Plan and which are delivered or deliverable
upon exercise of Options granted under the Plan to officers of the Company
(within the meaning of the rules of the New York Stock Exchange) or directors of
the Company on or after March 31, 1998 shall consist of treasury shares which
shall have been previously listed on the New York Stock Exchange. To the extent
any Options are forfeited, expire or are terminated prior to exercise, the
Option Shares in respect of which such Options were issued shall become
available for stock options granted pursuant to this Plan or any other plan or
agreement approved by the Committee.
7
<PAGE>
ARTICLE IV
GRANT OF OPTIONS
4.1 OPTIONS. Options may be granted to Employees. Initially, Options
shall be granted by the Board. Thereafter, the Committee or the Board shall
grant Options to Employees (other than Directors) after consultation with the
CEO and the Board shall grant Options to Directors. Except as otherwise provided
herein, the Committee or the Board shall establish the terms and conditions
applicable to Options granted by it at the time of grant, which terms and
conditions shall be set forth in the relevant Option Agreements.
4.2 EXERCISE PRICE. The Exercise Price of Time Options and
Performance Options granted hereunder shall be not less than the Fair Market
Value of the Option Shares subject to such Options, determined as of the
relevant Grant Date. For purposes of the initial grant of Time Options and
Performance Options hereunder, the Exercise Price of such Options shall be the
Recapitalization Price. The Exercise Price of Standard Options granted hereunder
shall be specified by the Committee or the Board at the time of grant and set
forth in the relevant Option Agreements, but in no event shall the Exercise
Price of a Standard Option be less than the Fair Market Value of a share of
Common Stock on the relevant Grant Date.
4.3 FORM OF OPTION. Options granted under this Plan shall be
non-qualified stock options and are not intended to be "incentive stock options"
within the meaning of Section 422 of the Code or any successor provisions.
Options shall be exercisable with respect to the number of Option Shares covered
by the Option to the extent they become exercisable and shall thereafter be
exercisable until they expire or are terminated.
4.4 AVAILABLE OPTIONS All Options granted under this Plan prior to
September 29, 1998 have been Time Options or Performance Options.
Notwithstanding anything to the contrary contained herein, only Standard Options
shall be granted to Employees (other than Directors) and only Time Options or
Standard Options shall be granted to Directors under this Plan on or after
September 29, 1998.
ARTICLE V
EXERCISABILITY OF OPTIONS
5.1 TIME OPTIONS. Except as otherwise provided in the relevant
Option Agreement or Section 5.3, all Time Options shall become exercisable in
accordance with the following schedule:
EXERCISABLE PERCENTAGES
Prior to December 31, 1995 0%
On or after December 31, 1995 20%
On or after December 31, 1996 40%
On or after December 31, 1997 60%
On or after December 31, 1998 80%
On or after December 31, 1999 100%
8
<PAGE>
5.2 PERFORMANCE OPTIONS. Except as otherwise provided in the
relevant Option Agreement or Section 5.3:
(a) Performance Options shall become exercisable with respect
to 20% of the Option Shares subject to such Options, as of each Determination
Date that the Company's EBITDA for a Plan Year equals or exceeds the EBITDA
Target for that Plan Year (and with respect to the first Plan Year, EBITDA for
the entire calendar year).
(b) If, after the Grant Date of a Performance Option, the
Company's EBITDA for a Plan Year is less than 100% of the EBITDA Target for such
Plan Year ( a "Missed Year"), no such Performance Option shall become
exercisable with respect to any additional Option Shares (the "Missed Shares")
on the Determination Date for such Plan Year. If, in any Plan Year subsequent to
a Missed Year, EBITDA exceeds the EBITDA Target for such Plan Year AND
Cumulative EBITDA exceeds the Cumulative EBITDA Targets, then Performance
Options shall become exercisable with respect to the Missed Shares attributable
to such Missed Year (but only to the extent such Option has not otherwise
terminated).
5.2A STANDARD OPTIONS. Except as otherwise provided in this Plan,
Standard Options shall be subject to such terms and conditions as are
established by the Committee or the Board at the time of grant and set forth in
the relevant Option Agreements. Except as otherwise provided in the relevant
Option Agreement or Section 5.3, a Standard Option shall become exercisable at
such time or under such circumstances as the Committee or the Board shall
determine and specify in the relevant Option Agreement.
5.3 ACCELERATION EVENTS.
(a) Notwithstanding anything contained in this Article V to
the contrary: Time Options granted to Employees (other than Directors) shall
become exercisable upon the first to occur of the following events: (i) a
Participant's termination of employment on account of death or Disability, (ii)
a Change of Control and (iii) to the extent provided in a Participant's Option
Agreement, a Participant's termination by the Company without Cause or a
Participant's resignation for Good Reason; and Time Options granted to Directors
shall become exercisable upon the first to occur of the following events: (i) a
Director ceases to be a Director on account of death or Disability or (ii) a
Change of Control. The Committee or the Board may, but are not required to,
provide for the accelerated vesting and exercisability of Standard Options at
the time of grant and any such provisions shall be set forth in the relevant
Option Agreements. The Committee or the Board may, in its discretion, accelerate
the exercisability of any or all Options at any time and for any reason.
(b) Notwithstanding anything contained in this Article V to
the contrary, all outstanding Time Options and Performance Options (other than
Performance Options for the 1999 Plan Year) granted on or before March 17, 1998
have become vested and exercisable.
9
<PAGE>
ARTICLE VI
EXERCISE OF OPTIONS
6.1 RIGHT TO EXERCISE. During the lifetime of a Participant, Options
may be exercised only by such Participant (except that, in the event of his
Disability, Options may be exercised by his or her legal guardian or legal
representative). In the event of the death of a Participant, exercise of Options
shall be made only by the executor or administrator of the deceased
Participant's estate or the Person or Persons to whom the deceased Participant's
rights under Options shall pass by will or the laws of descent and distribution.
6.2 PROCEDURE FOR EXERCISE. Vested Options may be exercised in whole
or in part with respect to any portion that is exercisable. To exercise an
Option, a Participant (or such other Person who shall be permitted to exercise
the Option as set forth in Section 6.1) must complete, sign and deliver to the
Company a notice of exercise in such form as the Company may from time to time
adopt and provide to a Participant (the "EXERCISE NOTICE"), together with
payment in full of the Exercise Price multiplied by the number of shares of
Common Stock with respect to which the Option is exercised. Payment of the
Exercise Price shall be made in cash (including check, bank draft or money
order). The right to exercise the Option shall be subject to the satisfaction of
all conditions set forth in the Exercise Notice. In lieu of paying the Exercise
Price, on or after an initial Public Offering, upon a Participant's (or such
other Person's) request, with the Committee's or the Board's consent, the
Company shall give the Participant a number of shares of Common Stock equal to
(A) divided by (B) where (A) is the excess of the (i) the Fair Market Value of a
share of Common Stock on the date of exercise, over (ii) the Exercise Price,
multiplied by (iii) the number of shares for which the Option is being
exercised, and (B) is the Fair Market Value of a share of Common Stock on the
date of exercise.
6.3 [Omitted]
6.4 CONDITIONAL EXERCISE IN CONTEMPLATION OF AN ACCELERATION EVENT.
In contemplation of an Acceleration Event, a Participant may conditionally
exercise at least 15 days prior to the Acceleration Event all or a portion of
his Options which are exercisable and which will become exercisable upon the
occurrence of the Acceleration Event. Such conditional exercise shall become
null and void if the anticipated Acceleration Event does not occur within six
(6) months following the date of such conditional exercise. A conditional
exercise shall become binding upon a Participant (and such Participant shall
become obligated to pay the Exercise Price therefor) upon the occurrence of the
Acceleration Event.
6.5 WITHHOLDING OF TAXES. The Company shall withhold from any
Participant from any amounts due and payable by the Company to such Participant
(or secure payment from such Participant in lieu of withholding) the amount of
any withholding or other tax due from the Company with respect to any Option
Shares issuable under the Plan, and the Company may defer such issuance unless
indemnified to its satisfaction.
10
<PAGE>
ARTICLE VII
EXPIRATION OF OPTIONS
7.1 EXPIRATION DATE. Time Options and Performance Options shall
expire at 5:00 p.m. Eastern Standard Time on the day prior to the twelfth
anniversary of the Grant Date or upon such earlier time as provided in the
relevant Option Agreements (the "Expiration Date"). Standard Options shall
expire at 5:00 p.m. Eastern Standard Time on such date as shall be specified by
the Committee or the Board at the time of grant and set forth in the relevant
Option Agreements.
7.2 LIMITED STOCK APPRECIATION RIGHT. Upon a Participant's request,
the Company may, in its sole discretion, cancel any vested Option (in whole or
in part) granted hereunder and pay the affected Participant the excess of the
(i) the Fair Market Value of a share of Common Stock, over (ii) the Exercise
Price, multiplied by (iii) the number of shares for which the Option is being
cancelled (the "CANCELLATION AMOUNT"); PROVIDED, HOWEVER, that coincident with
any transaction which is reasonably likely to result in a Change of Control the
Company may in its sole discretion, without a Participant's consent, cancel any
Option (in whole or in part) granted hereunder and pay the affected Participant
the Cancellation Amount.
ARTICLE VIII
RIGHTS AND LIMITATIONS
8.1 DIVIDEND EQUIVALENTS. The following Sections 8.1(a), 8.1(b) and
8.1(c) shall apply to Options granted prior to September 29, 1998. The following
Section 8.1(d) shall apply to Options granted on or after September 29, 1998.
(a) If the Board declares a special or extraordinary dividend
in connection with a recapitalization, reorganization, restructuring or other
nonrecurring corporate event to the holders of Common Stock, the Company shall
pay to an escrow account on behalf of each Participant an amount (the "Dividend
Equivalent") equal to the dividend they would have received had they directly
owned each Option Share subject to Time Options and each Option Share with
respect to which Performance Options are vested.
(b) Upon a Participant's exercise of a Time Option or
Performance Option, the Company shall offset the Exercise Price of each Option
Share subject to such Option in respect of which a Dividend Equivalent was paid
by the Dividend Equivalent set aside with respect to such Option Share. Any
Dividend Equivalent in excess of the Exercise Price shall be paid in cash at the
time the dividend is paid.
(c) If the Time Options or Performance Options of a Participant
with respect to which a Dividend Equivalent is set aside are terminated or
cancelled prior to the date such Options are exercised, the Participant shall
forfeit the right to the Dividend Equivalent and any amounts set aside in the
11
<PAGE>
Participant's escrow account in respect of such Dividend Equivalent shall revert
to the Company.
(d) If the Board declares a special or extraordinary dividend
payable on the Common Stock in connection with a recapitalization,
reorganization, restructuring or other nonrecurring corporate event, the Company
shall notify each Participant who (on the record date for determination of
stockholders entitled to receive such dividend) holds vested Standard Options or
vested Time Options granted on or after September 29, 1998 of the amount of the
dividend (the "Dividend Adjustment") which such Participant would have received
if such Participant had owned the Option Shares subject to such Options. Upon
such Participant's exercise of any of such Options, (i) the Company shall reduce
the Exercise Price of such Options (but not below $.01) by the amount of the
Dividend Adjustment with respect to the Option Shares issuable upon such
exercise and (ii) to the extent that such Dividend Adjustment exceeds the amount
of such reduction, such excess shall be promptly paid in cash to such
Participant. If any of such Options expire or are terminated or cancelled prior
to exercise thereof, the Participant shall forfeit all rights to all Dividend
Adjustments.
8.2 REGISTRATION OF OPTION SHARES. The Company shall file, at its
own expense, a registration statement on Form S-8 to register the Option Shares.
8.3 TRANSFER OF OPTIONS. Options may not be Transferred (other than
by will or descent), except that Options may be pledged, assigned or otherwise
Transferred to the Company to secure indebtedness on any Employee Loan.
ARTICLE IX
ADMINISTRATION
9.1 PLAN ADMINISTRATOR. This Plan shall be administered by the
Committee; provided, however, that the Committee may delegate to the CEO
responsibility for the routine administration of the Plan.
9.2 OPTION GRANTS. The Committee and the Board shall have authority
to select Employees (other than Directors) to receive Options and to grant
Options (except for the initial grant of Options, which shall be granted by the
Board) to Employees (other than Directors) in such amounts as it shall
determine, in its full discretion, after consultation with the CEO; provided,
however, that the Board or the Committee may delegate to the CEO responsibility
to designate Employees (other than Directors) to participate in a pool of
Standard Options, the terms and conditions of which (including the aggregate
number of shares subject to Options within the pool) shall have been specified
by the Board or the Committee.
9.3 ADDITIONAL AUTHORITY. As between a Participant and the Company:
the Committee and the Board shall have the sole and complete responsibility and
authority to (a) interpret and construe the terms of the Plan, (b) correct any
defect, error or omission or reconcile any inconsistency in the Plan or in any
Option granted hereunder and (c) make all other determinations and take all
other actions necessary or advisable for the implementation and administration
12
<PAGE>
of the Plan; and the Committee's or the Board's determination on matters within
its authority shall be conclusive and binding upon the Participants, the Company
and all other Persons. The authority of the Committee and the Board granted
under this Article IX shall be additive to the authority granted to them under
Section 4.1.
ARTICLE X
MISCELLANEOUS
10.1 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board may
amend or terminate the Plan at any time. No suspension, termination or amendment
of or to the Plan shall affect adversely the rights of any Participant with
respect to Options issued hereunder prior to the date of such suspension,
termination or amendment without the consent of such Participant.
10.2 ADJUSTMENTS.
(a) PERFORMANCE TARGETS. The Committee, in consultation with
the CEO, shall adjust the performance targets for Plan Years following the Plan
Year in which an initial Public Offering occurs so that the Performance Options
continue to represent equivalent value for equivalent performance.
(b) CHANGES IN COMMON STOCK. In the event of a stock dividend,
stock split, or share combination, the Committee or the Board shall make such
adjustments in the number and type of options authorized by and shares subject
to the Plan and the number and type of shares covered by outstanding Options and
the Exercise Prices specified therein and such other amendments to the Plan as
the Board or the Committee, in good faith, determines to be appropriate and
equitable.
10.3 FUTURE ACQUISITIONS OR DISPOSITIONS. The EBITDA Targets are
based upon certain revenue and expense assumptions about the future business of
the Company and its Subsidiaries as of the Effective Date. Accordingly, if the
Company or any Subsidiary acquires, by purchase or otherwise, or disposes of, by
sale of stock or assets, the business, property, or fixed assets, of another
Person, which acquisition or disposition, either singly or together with one or
more other such transactions, will, in the Board's good faith determination,
affect the Company's EBITDA, the Committee shall, in good faith, adjust the
EBITDA Targets to reflect the projected effect of such transaction or
transactions.
10.4 NO RIGHT TO PARTICIPATE. Except as otherwise agreed by the
Company, no Employee shall have a right to be selected as a Participant or,
having been so selected, to be selected again to receive a grant of Options.
10.5 NO EMPLOYMENT CONTRACT. Nothing in this Plan shall interfere
with or limit in any way the right of the Company or any of its Subsidiaries to
terminate any Participant's employment at any time (with or without Cause), nor
13
<PAGE>
confer upon any Participant any right to continued employment by the Company or
any of its Subsidiaries for any period of time or to continue such employee's
present (or any other) rate of compensation.
10.6 CONSTRUCTION OF PLAN. This terms of this Plan shall be
administered in accordance with the laws (excluding conflict of interest laws)
of the State of New York.
14
<PAGE>
EXHIBIT 5.1
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400
July 7, 1999
Board of Directors
UCAR International Inc.
3102 West End Avenue
Suite 1100
Nashville, Tennessee 37203
Gentlemen:
We have acted as special counsel to UCAR International Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of up to 3,113,172 shares
(the "Shares") of the Company's common stock, par value $.01 per share, issuable
pursuant to the UCAR International Inc. Management Stock Option Plan, as amended
and restated through September 29, 1998 (the "Plan"). In connection therewith,
the Company will file a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"). As
such special counsel, you have requested our opinion as to matters described
herein relating to the issuance of the Shares.
In connection with the delivery of the within opinion we have
examined: the Plan; the Company's Amended and Restated Certificate of
Incorporation, as in effect on the date hereof; the Company's Amended and
Restated By-Laws as in effect on the date hereof; minutes of the Company's
corporate proceedings, as made available to us by officers of the Company; an
executed copy of the Registration Statement, and all documents incorporated by
reference therein and exhibits thereto, in the form filed or to be filed with
the Commission; and such matters of law deemed necessary by us in order to
deliver the within opinion. In the course of such examination, we have assumed
the genuineness of all signatures, the authority of all signatories to sign on
behalf of their principals, if any, the authenticity of all documents submitted
to us as original documents and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to certain
factual matters, we have relied upon information furnished to us by officers of
the Company.
Based on the foregoing and solely in reliance thereon, it is our
opinion that the Shares have been duly authorized and, when issued and paid for
as contemplated by the Plan, will be validly issued, fully paid and
non-assessable.
<PAGE>
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 23.1
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 of 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
---------------------------------------------
Print Name: Michael C. Nahl
--------------------------------
