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Rule 424(b)(3)
Securities Act File No. 333-82417
2,975,996 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 2,975,996 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 per share.
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 21, 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.
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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
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.
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. 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.
. 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.
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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,
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
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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.
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, to the Company's knowledge, 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. As of March 31, 1999 the Company had 45,082,530
shares of Common Stock issued and outstanding.
NUMBER OF
SHARES OF NUMBER OF
COMMON SHARES OF
STOCK COMMON STOCK NUMBER OF PERCENTAGE
BENEFICIALLY WHICH MAY BE SHARES OF OF
OWNED OFFERED AND COMMON STOCK OUTSTANDING
PRIOR TO SOLD BY SUCH BENEFICIALLY SHARES
THE SELLING OWNED AFTER AFTER
SELLING STOCKHOLDER OFFERING(a) STOCKHOLDER(a) OFFERING OFFERING
------------------- ----------- -------------- -------- --------
Robert D. Kennedy 535,000 500,000 35,000 *
Petrus J. Barnard 209,515 198,161 11,354 *
Luiz R. Beling 88,587 75,944 12,643 *
William D. Cate 221,872 178,849 43,023 *
Corrado F. De Gasperis 109,767 96,000 13,767 *
Peter B. Mancino 348,132 315,153 32,979 *
Karen G. Narwold 77,739 68,491 9,248 *
Gilbert E. Playford 707,663 600,000 107,663 *
Hermanus L. Pretorius 105,787 92,887 12,900 *
Craig S. Shular 167,996 150,000 17,996 *
R. Eugene Cartledge 11,800 5,000 6,800 *
Alec Flamm 9,400 5,000 4,400 *
John R. Hall 12,000 5,000 7,000 *
Thomas Marshall 9,400 5,000 5,400 *
Michael C. Nahl 6,700 5,000 1,200 *
Robert J. Hart 467,579 293,962 173,617 *
William P. Wiemels 322,356 264,770 57,586 *
Fred C. Wolf 135,221 116,779 18,442 *
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* Represents holdings of less than one percent.
(a) Includes shares subject to vested and unvested options as follows:
SELLING STOCKHOLDER VESTED OPTIONS UNVESTED OPTIONS
------------------- -------------- ----------------
Robert D. Kennedy 500,000 --
Petrus J. Barnard 116,689 81,472
Luiz R. Beling 10,472 65,472
William D. Cate 109,887 68,962
Corrado F. De Gasperis -- 96,000
Peter B. Mancino 215,153 100,000
Karen G. Narwold 16,746 51,745
Gilbert E. Playford -- 600,000
Hermanus L. Pretorius 27,397 65,490
Craig S. Shular -- 150,000
R. Eugene Cartledge 5,000 --
Alec Flamm -- 5,000
John R. Hall 5,000 --
Thomas Marshall -- 5,000
Michael C. Nahl -- 5,000
Robert J. Hart 294,962 --
William P. Wiemels 264,770 --
Fred C. Wolf 116,779 --
Each such Selling Stockholder has been employed by the Company in various
positions during the past three years, except (i) Messrs. De Gasperis and
Playford, both of whom joined the Company in June 1998, and Mr. Shular, who
joined the Company in January 1999, (ii) Messrs. Kennedy, Cartledge, Flamm,
Hall, Marshall and Nahl, each of whom is a director of UCAR, and (iii) Messrs.
Krass, Hart, Wiemels and Wolf, each of whom retired from the Company during
1998.
The Selling Stockholders acquired options to purchase shares of Common
Stock pursuant to grants under the Company's Management Stock Option Plan and,
in the case of Messrs. Barnard, Beling, Cate and Pretorius and Ms. Narwold,
under the Company's 1996 Mid-Management Equity Incentive Plan. The shares of
Common Stock to be sold hereunder will be acquired upon the exercise of such
options.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by one or more of the
Selling Stockholders. No Selling Stockholder is required to offer or sell any of
his Shares. The Selling Stockholders anticipate that, if and when offered and
sold, the Shares will be offered and sold in transactions effected on the 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
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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 into this Prospectus and into 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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NO DEALER, SALESPERSON OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY SELLING STOCKHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT UCAR INTERNATIONAL INC.
IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS 2,975,996 Shares
BEEN NO CHANGE IN THE AFFAIRS OF THE Common Stock
COMPANY SINCE THE DATE HEREOF OR THAT THE ($.01 par value)
INFORMATION CONTAINED HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
PROSPECTUS
TABLE OF CONTENTS
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Available Information................3
Incorporation of Documents by
Reference..........................4
Risks Regarding Forward-Looking
Statements........................5
The Company..........................5
Selling Stockholders.................8
Plan of Distribution.................9
Experts.............................10
Legal Matters.......................10
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