UCAR INTERNATIONAL INC, S-3, 1999-07-07

UCAR INTERNATIONAL INC
S-3, 1999-07-07
ELECTRICAL INDUSTRIAL APPARATUS

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<PAGE>

As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-26097
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------

FORM S-3
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

3102 WEST END AVENUE, SUITE 1100
NASHVILLE, TENNESSEE 37203
(615) 760-8227
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

-------------------

PETER B. MANCINO, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
UCAR INTERNATIONAL INC.
3102 WEST END AVENUE, SUITE 1100
NASHVILLE, TENNESSEE 37203
(615) 760-7740
(NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

-------------------

COPY REQUESTED TO:
M. RIDGWAY BARKER, ESQ.
KELLEY DRYE & WARREN LLP
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901

-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.|X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.|_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.|_|
------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
------------------------

CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>

==========================================================================================
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE(2)
==========================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share............. 554,845 $25.06 $13,653,816 $3,796
==========================================================================================

</TABLE>
- ----------------------
(1)This Registration Statement on Form S-3 is being filed pursuant to Rule 429
under the Securities Act of 1933, as amended (the "Securities Act").
2,431,151 shares of Common Stock were previously registered, and a fee of
$33,980.90 was previously paid, under our Registration Statement on Form S-3,
No. 333-26097, which is hereby combined with this Registration Statement
under Rule 429.

(2)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The price
per share is estimated based on the average of the high and low trading
prices for the Common Stock on July 2, 1999 as reported by the New York Stock
Exchange.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

EXPLANATORY NOTE

THE PURPOSE OF THIS REGISTRATION STATEMENT ON FORM S-3 OF UCAR INTERNATIONAL
INC. ("WE" OR "US") IS TO REGISTER AN ADDITIONAL 544,845 SHARS 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, AND THE UCAR INTERNATIONAL 1996 MID-MANAGEMENT
EQUITY INCENTIVE PLAN, AS AMENDED. 2,431,151 SHARES OF COMMON STOCK WERE
PREVIOUSLY REGISTERED UNDER OUR REGISTRATION STATEMENT ON FORM S-3, NO.
333-26097, WHICH IS HEREBY COMBINED WITH THIS REGISTRATION STATEMENT PURSUANT TO
RULE 429 UNDER THE SECURITIES ACT.

<PAGE>

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 __, 1999.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

. 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.

<PAGE>

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

<PAGE>

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 *

<PAGE>

- ------------

* 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

<PAGE>

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.

* * * * *

<PAGE>

NO DEALER, SALESPERSON OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY SELLING STOCKHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT 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

PAGE

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, paid or to be paid in connection with
the issuance and distribution of the securities being registered.

SEC registration fee...................................... $36,280.00
Legal fees and expenses................................... 6,000.00*
Accounting fees and expenses.............................. 2,500.00*
Miscellaneous............................................. 220.00
----------
Total............................................... $45,000.00

- ------------------
* Estimated.

All expenses of such issuance and distribution will be paid by the
registrant, other than transfer taxes relating to the sale of the securities
registered hereby to be sold by the Selling Stockholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"Law") provides as follows:

"(a) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

(b) A corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a

<PAGE>

director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,

II-2

<PAGE>

whether or not the corporation would have the power to indemnify him
against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."

Section 102(b)(7) of the Law provides as follows:

"(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the certificate
of incorporation may also contain any or all of the following matters:

(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this

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<PAGE>

paragraph to a director shall also be deemed to refer (x) to a member of
the governing body of a corporation which is not authorized to issue capital
stock, and (y) to such other person or persons, if any, who, pursuant to a
provision of the certificate of incorporation in accordance with Section 141(a)
of this title, exercise or perform any of the powers or duties otherwise
conferred or imposed upon the board of directors by this title."

The Company maintains a director's and officer's liability insurance
policy which indemnifies directors and officers for certain losses arising from
claims by reason of a wrongful act, as defined therein, under certain
circumstances.

In addition, in response to this Item 15, the following information is
incorporated by reference: the information included in the description of the
registrant's capital stock contained in the registrant's Registration Statement
on Form 8-A dated July 28, 1995, as updated by any amendment or report filed for
the purpose of updating such description; the description of the rights
contained in the registrant's Registration Statement on Form 8-A dated September
10, 1998, as updated by any amendment or report filed for the purpose of
updating such description; Articles Tenth and Eleventh of the Amended and
Restated Certificate of Incorporation of the registrant incorporated by
reference as Exhibit 3.1 to this Registration Statement; and Article V of the
Amended and Restated By-Laws of the registrant incorporated by reference as
Exhibit 3.2 to this Registration Statement.

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<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The exhibits listed in the following table have been filed as part of
this Registration Statement.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------

4.1 UCAR International Inc. Management Stock Option Plan effective
September 29, 1998 (Senior Management Version)(incorporated by
reference to the Registration Statement of the Registrant on Form
S-8 (File No. 333-82411), as amended).

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 Option 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 LLP regarding the validity of the
Securities originally registered (previously filed).

5.2 Opinion of Kelley Drye & Warren LLP regarding the validity of the
Securities registered subsequently (previously filed).

5.3 Opinion of Kelley Drye & Warren LLP regarding the validity of the
Securities being registered.

23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

23.2 Consent of KPMG LLP.

23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).

23.4 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.3).

24.1 Powers of Attorney.

(b) Financial Statement Schedules

All schedules are omitted as the required information is inapplicable or
the information is presented in the Consolidated Financial Statements or related
notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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<PAGE>

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation form the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registrant
Statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against

II-6

<PAGE>

public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-7

<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS 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 THE 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 AMENDMENT
TO THE 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
- ---------------------------------- Vice President 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

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<PAGE>

*
- ---------------------------------- Director July 7, 1999
John R. Hall

*
- ---------------------------------- Director July 7, 1999
Thomas Marshall

*
- ---------------------------------- Director July 7, 1999
Michael C. Nahl

*By /s/ Craig S. Shular
-------------------------------
Attorney-in-fact

II-9

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------

5.3 Opinion of Kelley Drye & Warren LLP regarding the validity
of the Securities being registered.

23.2 Consent of KPMG LLP.

23.4 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.3).

24.1 Powers of Attorney.

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<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

Ladies and 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 544,845 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 and the UCAR International Inc. 1996
Mid-Management Equity Incentive Plan, as amended (together, the "Plans"). In
connection therewith, the Company will file a Registration Statement on Form S-3
(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 Plans; 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 Plans, 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-3 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

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.