As filed with the Securities and Exchange Commission on December 5, 1996April 28, 1999
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York
13-1421730
(State of incorporation)
13-1421730
(I.R.S. Employer Identification No.)
39 Old Ridgebury Road Joseph E. GeoghanBruce D. Fitzgerald
Danbury, Connecticut 06817-0001 Vice President, General Counsel and
Secretary
(203) 794-2000 (Same address and telephone number39 Old Ridgebury Road, 203-794-2000
(Address and telephone number as registrant)Danbury, CT 07817-0001
of registrant's principal (Name, address and telephone number
executive offices) of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the 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, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /__/ 33-333-
[_______]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/ 33-333-[________]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /__/
CALCULATION OF REGISTRATION FEE
(1)
Title of each:each : Amount to : Proposed maximum: Proposed maximum: Amount of
class of sec-secur- : be regis- : offering price : aggregate offer-:Registration
urities to be: tered(2)(3)itites : tered(1)(2): per unit (4)(3) : ing price(3)(4)price(2)(3) : Fee
(5)
registeredto be registered: : : : :_____________
: : : :
Debt : : : :
Securities :$300,000,000:360,000,000: 100% : $300,000,000 : $ 90,909$360,000,000 :$100,080.00
1) $200,000,000 of debt securities are being carried forward from
Registration Statement No. 33-60705 and the amount of the filing fee
associated with such $200,000,000 of debt securities that was previously
paid with the earlier registration statement is $68,966.
2) If any securities are issued with original issue discount, the amount
registered is such greater amount as results in an aggregate initial
offering price not to exceed $300,000,000.
3)$360,000,000.
2) In U.S. dollars or the equivalent thereof in foreign denominated
currency or a composite currency.
4)3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933
and exclusive of accrued interest, if any.
5) Pursuant to Section 6(b) of the 1933 Act, as amended, the fee is
calculated at 1/33 of 1% of the maximum aggregate offering price.
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.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus included in this Registration Statement constitutes a
post-effective amendmentalso relates to
$140,000,000 of debt securities registered and remaining unissued under
Registration Statement No. 33-60705.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE333-59635 previously filed by the Registrant, in
respect of which $42,424.02 was paid to the Commission as a filing fee.
Subject to completion dated April 28, 1999
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS
$500,000,000 DEBT SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
Union Carbide Corporation ("Company") may offer and sell from time to time up
todebt
securities at an aggregate initial offering price not to exceed $500,000,000 (or the
equivalent in foreign denominated currency or units based on or relating to
currencies) of its senior unsecuredcurrency). Union Carbide may offer the debt securities ("Debt Securities" or
"Securities")
in one or more series, in amounts, at prices and upon terms to be determined
in light of market conditions at the time of sale. The Securitiesoffering. Union Carbide may be soldsell the debt securities directly, by the Company,
through agents designatedselected from time to time, or to or through underwriters or
dealers (see "Plan of Distribution").
The specific aggregatedealers.
A prospectus supplement accompanying this prospectus will described
the principal amount, maturity, rate and time of payment of interest, any
redemption provisions, initial public offering price and proceeds to the Company, andUnion
Carbide. The prospectus supplement will also indicate any other specific
terms in connection withrelating to the offering and sale of a series of Securities,the debt securities, including the
names of the underwriters or agents,agents.
You should read this prospectus and any accompanying prospectus
supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if any, andthis prospectus is truthful or complete. Any representation to
the terms of such offering, are set forth
in the Prospectus Supplement accompanying this Prospectus.
The Securities may be issued in registered form without coupons, in
bearer form with coupons, in uncertificated form or in any combination
thereof. Subject to certain exceptions, securities in bearer form may not be
offered, sold or delivered in the United States or to United States persons.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.contrary is a criminal offense.
The date of this Prospectus is December __, 1996.
No dealer, salesman or other person has been authorized to give anyApril 28, 1999.
When purchasing the debt securities, you should rely only on the
information or to make any representation not contained or incorporated by reference in this Prospectus, includingprospectus or any
accompanying supplemental prospectus. Union Carbide has not authorized anyone
to provide you with different information or to make any additional
representations. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
contained in or incorporated by reference in this prospectus and any
prospectus supplement in
connection with the offer 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 underwriter, dealer or agent. 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 is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correctaccurate as of any time subsequent todate other than the date hereof.
AVAILABLE INFORMATION
The Company is subjecton the
front of each of these documents.
TABLE OF CONTENTS
About This Prospectus......................................................3
Available Information......................................................3
Incorporation of Certain Documents by Reference............................3
Information about Union Carbide Corporation................................4
Use of Proceeds............................................................4
Ratio of Earnings to the informational requirementsFixed Charges.........................................4
Description of the Securities Exchange ActSecurities..............................................5
Plan of 1934 ("Exchange Act"), and, in accordance
therewith, files reports and other informationDistribution.......................................................15
Legal Opinions.............................................................16
Experts....................................................................17
2
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Union
Carbide filed with the Securities and Exchange Commission ("Commission"SEC"). Reports, utilizing a
"shelf" registration process. Under the "shelf" process Union Carbide may
sell any combination of the senior unsecured debt securities described in this
prospectus in one or more offerings up to a total dollar amount of
$500,000,000. This prospectus provides a general description of the senior
unsecured debt securities Union Carbide may offer. Each time the senior
unsecured debt securities are sold, Union Carbide will provide a prospectus
supplement which contains specific information about the terms of that
offering. The prospectus supplement may also add, update or change
information contained in this prospectus.
AVAILABLE INFORMATION
Union Carbide files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may inspect and copy
reports, proxy statements, and other information filed by the Company may be inspected and copiedUnion Carbide at the
public reference facilities maintained by the CommissionSEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission'sSEC's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048 and at the Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
information may be obtained by mail from the Public Reference Section of the
CommissionSEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Information regarding the operation of the Public Reference Section may be
obtained by calling 1-800-SEC-0330. The CommissionSEC also maintains a World Wide Web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission.SEC. In addition, you may inspect reports, proxy
statements, and other information concerning the Company may be inspectedUnion Carbide at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005, the
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filedSEC allows Union Carbide to "incorporate by reference"
information Union Carbide files with the CommissionSEC, which means Union Carbide 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 Union Carbide files later with the CompanySEC will
automatically update and supersede this information. Union Carbide
incorporates by reference the following documents (File No. 1-1463) are incorporated herein by reference: (1):
o Annual Report on Form 10-K for the year ended December 31, 1995; (2) Quarterly1998;
o Current Reports on Form
10-Q for the quarters ended March 31, June 30, and September 30, 1996; (3)
Current Report on Form 8-K dated October 2, 1996;January 25, 1999, March 16, 1999,
April 7, 1999 and (4) allApril 26, 1999; and
o All other documents filed by the CompanyUnion Carbide pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this Prospectusprospectus and prior to the termination of the
offering of the Securities. 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 such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whomsenior unsecured debt securities.
3
You may request a copy of this Prospectus is delivered, upon the request of such person, a copy
of any or all of the documents which are incorporated by reference herein,these filings other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents). Written at no cost, by writing or telephone requests
should be directed totelephoning Union Carbide at
the following address: Union Carbide Corporation, Investor Relations
Department, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone
(203) 794-6445.
THE COMPANYINFORMATION ABOUT UNION CARBIDE CORPORATION
Union Carbide Corporation is a worldwide chemicals and polymers
company with two business segments, Specialties & Intermediates and Basic
Chemicals & Polymers.
o Specialties & Intermediates converts basic and intermediate
chemicals into a diverse portfolio of chemicals and polymers serving
industrial customers in many markets. This segment also provides technology
services, including licensing, to the oil and gas and petrochemicals
industries.
o The Basic Chemicals & Polymers segment converts hydrocarbon
feedstocks, principally liquefied petroleum gas and naphtha, into ethylene or
propylene used to manufacture polyethylene, polypropylene, ethylene oxide and
ethylene oxide/glycol for sale to third-party customers, as well as propylene,
ethylene, ethylene oxide and ethylene oxideglycol for consumption by the
Specialties & Intermediates segment.
The CompanyUnion Carbide was incorporated in 1917 under the laws of the State
of New York. The principal executive offices of the CompanyUnion Carbide are located at
39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone (203)
794-2000.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement,
the Company intends toprospectus supplement,
Union Carbide will use the net proceeds from the sale of the Securitiessenior unsecured
debt securities to retire outstanding debt to repurchase outstanding shares of the Company's
common stock, and otherwise for general corporate
purposes. Information concerning the interest rates and maturities of the Company'sUnion
Carbide's outstanding debt is set forth in the notes to the financial
statements in the filings of the CompanyUnion Carbide incorporated by reference herein.reference.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forthshows the ratio of earnings to fixed charges of
the CompanyUnion Carbide for the periods indicated:
Nine Months
Ended
September 30, Year Ended
December 31,1998 1997 1996 1995 1994 1993 1992 1991
Ratio of Earnings to Fixed Charges (a) 5.0 8.0 4.9 2.9 1.7 (b)
(a)3.8 4.5 6.2 9.4 5.4
For the purpose of computingcalculating the ratio of earnings to fixed charges,
earnings consist of pre-tax income of consolidated companies from continuing
operations before provisionadjustment for minority interests in consolidated
subsidiaries or income taxes, beforeor loss from equity investees plus (a) fixed charges,
plus
dividends from less than 50%-owned companies carried at4
(b) amortization of capitalized interest, (c) distributed income of equity
investees and the
registrant's(d) Union Carbide's share of pre-tax incomelosses of 50%-owned companies carried at equity investees
for which charges arising from guarantees are included in fixed charges less
net(a)interest capitalized, interest and preferred stock dividend requirements of
consolidated subsidiaries. Fixed charges comprise interest on long-term and
short-term debt, capitalized interest, the portion of rentals representative
of an interest factor, preferred stock(b) preference security dividend requirements of
consolidated subsidiaries, and (c) the registrant's shareminority interest in pre-tax income of
subsidiaries that have not incurred fixed charges. Fixed charges means the
sum of 50%-owned
companies carried at equity. On June 30, 1992, the Company completed the
spin-off of its industrial gas business. The industrial gas business was
treated as a discontinued operation in calculating the ratio of earnings(a) interest expensed and capitalized, (b) amortized premiums,
discounts and capitalized expenses related to fixed chargesindebtedness, (c) an estimate of
the Company for 1992interest within rental expense, and 1991. Accordingly, the components(d) preference security dividend
requirements of the ratio do not reflect amounts attributable to the industrial gas
business. The Companyconsolidated subsidiaries. Union Carbide has a 45 percent
equity investment in EquateEQUATE Petrochemical Company a joint venture for development("EQUATE"). During 1998,
1997, and in the last quarter of a world-scale
petrochemical complex in Kuwait, whose planned start-up date is July 1997.1996, Union Carbide severally guaranteed 45
percent of EQUATE's long-term debt and working capital financing needs.
During the first nine monthsthree quarters of 1996, the CompanyUnion Carbide severally guaranteed up
to $225 million of Equate'sEQUATE's interim debt and 45 percent of Equate's long-term
debt and working capital financing needs. Fixeddebt. Interest charges associated with
guarantees ofon outstanding
borrowings guaranteed by Union Carbide totaled $9$67 million, $58 million and
$13 million for the nine monthsyears ended September 30,December 31, 1998, 1997 and 1996,
respectively, and have been included, along with the Company'sUnion Carbide's equity in
Equate'sEQUATE's pre-tax loss for the nine month period,same periods, in the calculation of the ratio of
earnings to fixed charges.
(b) In 1991, the Company's operating results included a special charge of $209
million ($160 million after-tax). As a result, earnings were insufficient to
cover historical fixed charges by $169 million. Excluding the effect of the
special charge, earnings would have been sufficient to cover fixed charges by
$40 million.
DESCRIPTION OF SECURITIES
The Securitiessenior unsecured debt securities ("Securities") will be issued
in one or more series under an indenture or indentures ("Indenture") between
the CompanyUnion Carbide and one or more trustees ("Trustee"). The following summariestrustees. This summary is not complete and may
not contain all of certain provisionsthe information that is important to you. You should refer
to the specific terms of the Indenture are qualified in their entirety by express reference tofor a complete statement of the Indenture which is incorporated herein by reference.terms
and the Securities.
General
The Indenture does not limit the amount of Securities that can be
issued thereunder and provides that the Securities may be issued in series up to the
aggregate principal amount which may be authorized from time to time by the Company.Union
Carbide. The Securities will be unsecured and will rank on a parityequally with all
other unsecured and unsubordinated debt of the Company.
Reference is madeUnion Carbide.
A prospectus supplement relating to any Securities being offered
will include specific terms relating to the Prospectus Supplement for the followingoffering. These terms if applicable,will
include some or all of the Securities offered thereby: (1)following:
o the designation, aggregate principal amount, currency or composite
currency and denominations;
(2)o the price at which such Securities will be issued and, if an index
formula or other method is used, the method for determining
amounts of principal or interest;
(3)o the maturity date and other dates, if any, on which principal will
be payable;
(4)o the interest rate (which may be fixed or variable), if any;
(5)o the date or dates from which interest will accrue and on which
interest will be payable, and the record dates for the payment of
interest;
(6)5
o the manner of paying principal or interest;
(7)o the place or places where principal and interest will be payable;
(8)o the terms of any mandatory or optional redemption by the Company; (9)Union
Carbide;
o the terms of any redemption at the option of holders; (10)the holders of the
Securities;
o whether such Securities are to be issuable as
registered Securities, bearer Securities, or both, and whether and upon what
terms upon which any registered Securities may be exchanged for bearer
Securities and vice versa; (11) whether suchthe Securities are to be represented in whole or in part
by a Security in global form and, if so, the identity of the
depositary ("Depositary") for any global Security;
(12)o any tax indemnity provisions;
(13)o if the Securities provide that payments of principal or interest
may be made in a currency other than that in which Securities are
denominated, the manner for determining such payments;
(14)o the portion of principal payable upon acceleration of a Discounted Securitydiscounted
security (as defined below);
(15)o whether and upon what terms the Securities may be defeased; (16)discharged;
o any events of default or restrictive covenants in addition to or
in lieu of those set forth in the Indenture;
(17)o provisions for electronic issuance of Securities or for Securities
in uncertificated form; and
(18)o any additional provisions or other terms not inconsistent with the
provisions of the Indenture, including any terms that may be
required or advisable under United States or other applicable laws
or regulations, or advisable in connection with the marketing of
the Securities.
Securities of any series may be issued either as registered
Securities bearer Securitiesin certificated or uncertificated Securities,form or both, as specifieddescribed in the
terms of the series. Unless otherwise indicatedset forth in the Prospectus Supplement,
registeredprospectus supplement,
Union Carbide will issue the Securities will be issued in denominations of $1,000 and whole
multiples thereof and bearer Securities will be issued in denominations of $5,000 and whole multiples thereof.$1,000. The Securities of a series may be issued in whole or in
part in the form of one or more global Securities that will be deposited with,
or on behalf of, a Depositarydepositary identified in the Prospectus
Supplementprospectus supplement relating
to the series. Unless otherwise indicated in the Prospectus Supplement relating to a series,prospectus supplement, the
terms of the depositary arrangement with respect to any Securities of a series
specified in the Prospectus Supplementprospectus supplement as being represented by global
Securities will be as set
forthdescribed below under "Global Securities."
In connection with its original issuance, no bearer Security will be
offered, sold, resold, or mailed or otherwise delivered to any location in the
United States and a bearer Security in definitive form may be delivered in
connection with its original issuance only if the person entitled to receive
the bearer Security furnishes certification as described in United States
Treasury regulation section 1.163-5(c)(2)(i)(D)(3). If there is a change in
the relevant provisions or interpretation of United States laws, the foregoing
restrictions will not apply to a series if the Company determines that such
provisions no longer apply to the series or that failure to so comply would
not have an adverse tax effect on the Company or on holders or cause the
series to be treated as "registration-required" obligations under United
States law.
For purposes of this Prospectus, unless otherwise indicated, "United
States" means the United States of America (including the States and the
District of Columbia), its territories and possessions and all other areas
subject to its jurisdiction. "United States person" means a citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or a political
subdivision thereof or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. Any special
United States federal income tax considerations applicable to bearer
Securities will be described in the Prospectus Supplement relating thereto.
To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Indenture, principal and interest on
bearer Securities will be payable only upon surrender of bearer Securities and
coupons at a paying agency of the Company located outside of the United
States. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
paying agent outside the United States to which the bearer Securities and
coupons may be presented for payment and will provide the necessary funds
therefor to the paying agent upon reasonable notice.
Registration of transfer of registeredthe Securities may be requested upon
surrender thereofof the certificate representing the Securities at any agency of
the CompanyUnion Carbide maintained for that purpose and upon fulfillment of all other
requirements of the agent.
Bearer
Securities and the coupons related thereto will be transferable by delivery.6
Securities may be issued under the Indenture as Discounted Securitiesdiscounted
securities to be offered and sold at a substantial discount from the principal
amount
thereof.amount. Special United States federal income tax and other considerations
applicable thereto will be described in the Prospectus Supplementprospectus supplement relating to such Discounted Securities.the discounted
securities. "Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated principal amount.
Certain Covenants
The Securities will not be secured by any properties or assets and
will represent unsecured debt of the Company.Union Carbide. Since secured debt ranks ahead
of unsecured debt, the limitation on liens and the limitation on
sale-leaseback transactions place some restrictions on the Company'sUnion Carbide's ability
to incur additional secured debt or its equivalent when the asset securing the
debt is a material manufacturing facility in the United States. The
limitations are subject to a number of qualifications and exceptions described
below. There can be no assuranceUnion Carbide cannot assure you that a facility subject to the
limitations at any time will continue to be subject to those limitations at a
later time.
Unless otherwise indicated in a Prospectus Supplement,prospectus supplement, the covenants
contained in the Indenture and the Securities do not afford holders of the
Securities protection in the event of a highly leveraged or other transaction
involving the CompanyUnion Carbide that may adversely affect holders of the Securities.
Definitions.
"Attributable Debt" for a lease means, as of the date of
determination, the present value of net rent for the remaining term of the
lease. Rent shall be discounted to present value at a discount rate that is
compounded semi-annually. The discount rate shall be 10% per annumyear or, if
the CompanyUnion Carbide elects, the discount rate shall be equal to the weighted average
Yield to Maturity of the Securities under the Indenture. Such average shall
be weighted by the principal amount of the Securities of each series or, in
the case of Discounted Securities,discounted securities, the amount of principal that would be due
as of the date of determination if payment of the Securities were accelerated
on that date.
Rent is the lesser of (a) rent for the remaining term of the lease
assuming it is not terminated or (b) rent from the date of determination until
the first possible termination date plus the termination payment then due, if
any. The remaining term of a lease includes any period for which the lease
has been extended. Rent does not include (1) amounts due for maintenance,
repairs, utilities, insurance, taxes, assessments and similar charges or (2)
contingent rent, such as that based on sales. Rent may be reduced by the
discounted present value of the rent that any sublessee must pay from the date
of determination for all or part of the same property. If the net rent on a
lease is not definitely determinable, the CompanyUnion Carbide may estimate it in any
reasonable manner.
"Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding Debt due within 12 months) and (b) goodwill, as
7
reflected in the Company'sUnion Carbide's most recent consolidated balance sheet preceding
the date of a determination under clause (9) of the "Limitation on Liens"
covenant.
"Debt" means any debt for borrowed money or any guarantee of such a
debt.
"Lien" means any mortgage, pledge, security interest or lien.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may
extend or renew without the obligee's consent to a date more than 12 months
after the date the Debt was created.
"Principal Property" means any manufacturing facility located in the
United States (excluding territories and possessions), except any such
facility that in the opinion of the board of directors of the CompanyUnion Carbide or any
authorized committee of the board is not of material importance to the total
business conducted by the CompanyUnion Carbide and its consolidated Subsidiaries.
"Restricted Property" means any Principal Property or any shares of
stock of a Restricted Subsidiary, in each case now owned or hereafter acquired
by the CompanyUnion Carbide or a Restricted Subsidiary. At June 30, 1995,March 31, 1999, "Restricted
Property" includes manufacturing facilities of the CompanyUnion Carbide at Norco, LA;
Taft, LA; Seadrift, TX; Texas City, TX; Institute, WV; and South Charleston,
WV.
"Restricted Subsidiary" means a Wholly-Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories or possessions) or Puerto Rico and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant to which
the Companywhere Union
Carbide or a Restricted Subsidiary now owns or hereafterlater acquires a Principal
Property, transfers it to a person, and then leases it back from thethat person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the CompanyUnion Carbide or a Subsidiary.
"Voting Stock" means capital stock having voting power under
ordinary circumstances to elect directors.
"Wholly-Owned Subsidiary" means a corporation all of whose Voting
Stock is owned by the CompanyUnion Carbide or a Wholly-Owned Subsidiary.
"Yield to Maturity" means the yield to maturity on a Security at the
time of its issuance or at the most recent determination of interest on the
Security.
Limitation on Liens. The CompanyUnion Carbide will not, and will not permit any
Restricted Subsidiary to, incur a Lien on Restricted Property to secure a Debt
unless:
(1) the Lien equally and ratably secures the Securities and the
Debt. The Lien may equally and ratably secure the Securities
and any other obligation of the CompanyUnion Carbide or a Subsidiary.
8
The Lien may not secure an obligation of the CompanyUnion Carbide that is
subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of
property of the CompanyUnion Carbide or a Restricted Subsidiary. The
Lien may not extend to any other Restricted Property owned by
the
CompanyUnion Carbide or a Restricted Subsidiary at the time the Lien
is incurred. However, in the case of any construction or
improvement, the Lien may extend to unimproved real property
used for the construction or improvement. The Debt secured by
the Lien may not be incurred more than one year after the
later of the (a) acquisition, (b) completion of construction
or improvement or (c) commencement of full operation, of the
property subject to the Lien;
(3) Thethe Lien is on property of a corporation at the time the
corporation merges into or consolidates with the CompanyUnion Carbide or
a Restricted Subsidiary;
(4) the Lien is on property at the time the CompanyUnion Carbide or a
Restricted Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to
the
CompanyUnion Carbide or another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity
and secures (a) payments pursuant to a contract or statute or
(b) Debt incurred to finance all or some of the purchase price
or cost of construction or improvement of the property subject
to the Lien;
(8) the Lien extends, renews or replaces in whole or in part a
Lien
("Lien("existing Lien") permitted by any of clauses (1) through
(7). The Lien may not extend beyond (a) the property subject
to the existing Lien and (b) improvements and construction on
such property. However, the Lien may extend to property that
at the time is not Restricted Property. The Debt secured by
the Lien may not exceed the Debt secured at the time by the
existing Lien unless the existing Lien or a predecessorprevious Lien
was incurred under clause (1) or (6); or
(9) the Debt plus all other Debt secured by Liens on Restricted
Property at the time does not exceed 10% of Consolidated Net
Tangible Assets. However, the following Debt shall be
excluded from all other Debt in the determination: (a) Debt
secured by a Lien permitted by any of clauses (1) through (8)
and (b) Debt secured by a Lien incurred prior to the date of
the Indenture that would have been permitted by any of those
clauses if the Indenture had been in effect at the time the
Lien was incurred. Attributable Debt for any lease permitted
by clause (4) of the "Limitation on Sale and Leaseback"
covenant must be included in the determination and treated as
9
Debt secured by a Lien on Restricted Property not otherwise
permitted by any of clauses (1) through (8).
In general, clause (9) above, sometimes called a "basket" clause,
permits Liens to be incurred that are not permitted by any of the exceptions
enumeratedlisted in clauses (1) through (8) above if the Debt secured by all such
additional Liens does not exceed 10% of Consolidated Net Tangible Assets at
the time.
At September 30, 1996, Consolidated Net Tangible Assets were
$5,236,000,000. At that date, additional Liens securing Debt equal to 10% of
that amount could have been incurred under clause (9).
Limitation on Sale and Leaseback. The CompanyUnion Carbide will not, and will
not permit any Restricted Subsidiary to, enter into a Sale-Leaseback
Transaction unless:
(1) the lease has a term of three years or less;
(2) the lease is between the CompanyUnion Carbide and a Restricted Subsidiary
or between Restricted Subsidiaries;
(3) the CompanyUnion Carbide or a Restricted Subsidiary under clauses (2)
through (8) of the "Limitation on Liens" covenant could create
a Lien on the property to secure Debt at least equal in amount
to the Attributable Debt for the lease;
(4) the CompanyUnion Carbide or a Restricted Subsidiary under clause (9) of
the "Limitation on Liens" covenant could create a Lien on the
property to secure Debt at least equal in amount to the
Attributable Debt for the lease; or
(5) the CompanyUnion Carbide or a Restricted Subsidiary within 180 days of
the effective date of the lease retires Long-Term Debt of
the
CompanyUnion Carbide or a Restricted Subsidiary at least equal in
amount to the Attributable Debt for the lease. A Debt is
retired when it is paid, canceled or defeased. However, the CompanyUnion
Carbide or a Restricted Subsidiary may not receive credit for
retirement of: Debt that is retired at maturity or through
mandatory redemption; Debt of the CompanyUnion Carbide that is
subordinated to the Securities; or Debt, if paid in cash, that
is owned by the
CompanyUnion Carbide or a Restricted Subsidiary.
In clauses (3) and (4) above, Sale-Leaseback Transactions and Liens
are treated as equivalents. Thus,equally. Therefore, if the CompanyUnion Carbide or a Restricted Subsidiary
could create a Lien on a property, it may enter into a Sale-Leaseback
Transaction to the same extent.
Successor Obligor
The CompanyConsolidation, Merger or Transfer of Assets
Union Carbide will not consolidate with or merge into, or transfer
all or substantially all of its assets to, any person, unless
(1) the person is organized under the laws of the United States or
a State thereof;within the United States;
(2) the person assumes by supplemental indenture all the
obligations of the CompanyUnion Carbide under the Indenture, the
Securities and any coupons;Securities;
(3) immediately after the transaction no Default (as defined)default exists; and
10
(4) if, as a result of the transaction, a Restricted Property
would become subject to a Lien not permitted by the
"Limitation on Liens" covenant, the CompanyUnion Carbide or such person
secures the Securities equally and ratably with or prior to
all obligations secured by the Lien.
The successor will be substituted for the Company,Union Carbide, and thereafter all
obligations of the CompanyUnion Carbide under the Indenture and the Securities and any
coupons shallwill
terminate.
Exchange of Securities
RegisteredUnless otherwise set forth in the accompanying prospectus
supplement, certificates for Securities may be exchanged for an equal
aggregate principal amount of registeredcertificates for Securities of the same series
and date of maturity in such authorized denominations as may be requested upon
surrender of the registered Securitiescertificates at an agency of the CompanyUnion Carbide maintained for
such purpose and upon fulfillment of all other requirements of the agent.
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer Securities
may be exchanged for an equal aggregate principal amount of registered or
bearer Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto (except as may otherwise be provided in
the Securities) at an agency of the Company maintained for such purpose and
upon fulfillment of all other requirements of the agent. As of the date of
this Prospectus, it is expected that the terms of a series of Securities will
not permit registered Securities to be exchanged for bearer Securities.
Defaults and Remedies
An "Event of Default" with respect toregarding a series of Securities will occur
if:
(1) the Company defaults inUnion Carbide fails to make any payment of interest on any
Securities of the series when the samepayment becomes due
and payable
and the Default continues not to make such payment for a period of 10
days;
(2) the Company defaults in theUnion Carbide fails to make a payment of the principal of any
Securities of the series when the samepayment becomes due and payable
at maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the performance ofUnion Carbide fails to perform any of its other
agreements applicablerelating to the series and the Defaultsuch failure continues
for 90 days after the notice specifieddescribed below;
(4) the CompanyUnion Carbide pursuant to or within the meaning of any
Bankruptcy
Law:bankruptcy law (as defined below):
(A) commencesinitiates a voluntary case,
(B) consents to the entry of an order for relief against it
in an involuntary case,
(C) consents to the appointment of a Custodiancustodian (as defined
below) for it or for all or substantially all of its
property, or
(D) makes a general assignment for the benefit of its
creditors;
(5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Lawbankruptcy law that:
11
(A) is for relief against the CompanyUnion Carbide in an involuntary
case,
(B) appoints a Custodiancustodian for the CompanyUnion Carbide or for all or
substantially all of its property, or
(C) orders the liquidation of the Company;Union Carbide;
and the order or decree remains unstayed and in effect
for 60 days; or
(6) any other Event of Default provided for in the series occurs.
The term "Bankruptcy Law""bankruptcy law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian""custodian" means any
receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
A Defaultbankruptcy law.
Failure to perform under clause (3) above is not an Event of Default
until the Trusteetrustee or the holders of at least 25% inof the principal amount of
the series notify the CompanyUnion Carbide of the Defaultfailure and the CompanyUnion Carbide does not cure
the Defaultdefault within the time specified after receipt of the notice. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Securities of the series.
Subject to certain limitations, holders of a majority in principal
amount of the Securities of the series may direct the Trusteetrustee in its exercise
of any trust or power. The Trusteetrustee may withhold from Securityholderssecurityholders of the
series notice of any continuing default (except a default in payment of
principal or interest) if itthe trustee determines that withholding notice is in
theirthe securityholders interest.
The Indenture does not have a cross-default provision. Thus, a
default by the CompanyUnion Carbide or a Subsidiary on any other debt would not
constitute an Event of Default.
If an Event of Default occurs and continues on a series, the trustee
or the holders of at least 25% of the principal amount of the series may
declare the principal and interest on all Securities of the series due and
payable immediately upon notice to Union Carbide. If an Event of Default
occurs and continues on a series, the trustee or, upon satisfaction of certain
conditions, a holder may pursue any available remedy to collect the principal
and interest due on the series, enforce the performance of any provisions
regarding the series or protect the rights of the trustee and holders of the
series. The trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities of the series.
Amendments and Waivers
Unless the bond resolution establishing the terms of a series
provides otherwise, provides, the Indenture and the Securities or any coupons of the
series may be amended, and any
default may be waived as follows:
The Securities and the Indenture may be amended with the consent of
the holders of a majority in principal amount of the Securities of all series
affected voting as one class. As discussed above under "General," the CompanyUnion
Carbide has the right to issue an unlimited amount of Securities under the
12
Indenture. A default on a series may be waived with the consent of the
holders of a majority in principal amount of the Securities of the series.
However, without the consent of each Securityholder affected, no amendment or
waiver may
(1) reduce the amount of Securities whose holders must consent to
an amendment or waiver,
(2) reduce the interest on or change the time for payment of
interest on any Security,
(3) change the fixed maturity of any Security,
(4) reduce the principal of any non-Discounted Securitynon-discounted security or reduce
the amount of principal of any Discounted Securitydiscounted security that would
be due on acceleration, thereof,
(5) change the currency in which principal or interest on a
Security is payable, or
(6) waive any default in payment of interest on or principal of a
Security.
WithoutThe Indenture or the Securities may be amended without the consent
of any Securityholder, the Indenture, the Securities or
any coupons may be amendedsecurityholder as follows:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for assumption of CompanyUnion Carbide's obligations to
Securityholderssecurityholders in the event of a merger or consolidation
requiring such assumption;
(3) to provide that specific provisions of the Indenture not apply
to a series of Securities not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trusteetrustee for one or more series; or
(6) to make any change that does not materially adversely affect
the rights of any Securityholder.securityholder.
Legal Defeasance and Covenant Defeasance
Securities of a series may be defeaseddischarged in accordance with their
terms and, unless the bond resolution establishing the terms of the series
provides otherwise, provides, as set forth below. The CompanyUnion Carbide at any time may
terminate as to a series all of its obligations (except for certain
obligations with respect to the defeasance trust and obligations to register
the transfer or exchange of a Security, to replace destroyed, lost or stolen
Securities, and coupons and to maintain agencies in respect of the Securities) with
respect to the Securities of the series and any related coupons and the Indenture ("legal
defeasance"). The CompanyUnion Carbide may also, at any time, may terminate as to a series
its obligations with respect to the Securities and coupons of the series under the covenants described
under "Certain Covenants""Covenants" ("covenant defeasance").
The Company13
Union Carbide may exercise its legal defeasance option notwithstanding
its prioreven after
the exercise of its covenant defeasance option. If the CompanyUnion Carbide exercises
its legal defeasance option, a series may not be accelerated because of an
Event of Default. If the CompanyUnion Carbide exercises its covenant defeasance option,
a series may not be accelerated by reference to the covenants described under
"Certain Covenants."Covenants."
To exercise either the legal defeasance or covenant defeasance
option as toregarding a series, the CompanyUnion Carbide must deposit in trust (the
"defeasance trust") with the Trusteetrustee money or U.S. Government
Obligationsgovernment obligations for
the payment of principal, premium, if any, and interest on the Securities of
the series to redemption or maturity and must comply with certain other
conditions. In particular, the CompanyUnion Carbide must obtain an opinion of tax
counsel that the defeasance will not result in recognition of any gain or loss
to holders for Federal income tax purposes. "U.S. Government
Obligations"government obligations" are
direct obligations of the United States of America which have the full faith
and credit of the United States of America pledged for payment and which are
not callable at the issuer's option, or certificates representing an ownership
interest in such obligations.
Global Securities
Global Securities may be issued in registered, bearercertificated or uncertificated
form and in either temporary or permanent form. If Securities of a series are
to be issued as global Securities, one or more global Securities will be
issued in a denomination or aggregate denominations equal to the aggregate
principal amount of outstanding Securities of the series to be represented by
suchthe global Security or Securities.
Ownership of beneficial interests in global Securities will be
limited to persons that have accounts with the Depositarydepositary ("participants") or
persons that may hold interests through participants. Ownership interests in
global Securities will be shown on, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositarydepositary
or its nominee for such global Securities (with respect toregarding a participant's interest)interest
and records maintained by participants (with respect toregarding interests of persons other
than participants).participants.
Unless otherwise indicatedstated in a Prospectus Supplement,prospectus supplement, payment of
principal of and any premium and interest on the book-entry Securities
represented by a global Security will be made to the Depositarydepositary or its
nominee, as the case may be, as the sole registered owner and the sole holder
of the book-entry Securities represented thereby for all purposes under the
Indenture. Neither the CompanyUnion Carbide or the Trustee,trustee, nor any agent of the CompanyUnion
Carbide or the Trustee,trustee, will have any responsibility or liability for any acts
or omissions of the Depositary,depositary, for any records of the Depositarydepositary relating to
beneficial ownership interests in any global Security or for any transactions
between the Depositarydepositary and beneficial owners.
Upon receipt of any payment of principal of or any premium or
interest on a global Security, the Depositarydepositary will immediately credit, on its
book-entry registration and transfer system, the accounts of participants
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such global Security as shown on the
records of the Depositary.depositary. Payments by participants to owners of beneficial
interests in global Securities held through such participants will be governed
14
by standing instructions and customary practices, as is now the case with
securities held for customer accounts registered in "street name," and will be
the sole responsibility of such participants.
Unless otherwise stated in a Prospectus Supplement,prospectus supplement, global
Securities will not be transferred except as a whole by the Depositarydepositary to a
nominee of the Depositary.depositary. Global Securities will be exchangeable only ifif:
(i) the Depositarydepositary notifies the CompanyUnion Carbide that it is unwilling or
unable to continue as Depositarydepositary for such global Securities or
if at any time the Depositarydepositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"),
(ii) the CompanyUnion Carbide in its sole discretion determines that such
global Securities shall be exchangeable for definitive
Securities in registered form, or
(iii) an Event of Default with respect to the series of Securities
represented by such global Securities has occurred and is
continuing. Any global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for
Registered Securitiesregistered securities issuable in denominations of $1,000
and integral multiples thereof and registered in such names
as the Depositarydepositary holding such global Security shall direct.
Subject to the foregoing, the global Security is not exchangeable, except for
a global Security of like denomination to be registered in the name of the
Depositarydepositary or its nominee.
SoAs long as the Depositarydepositary for global Securities of a series, or its
nominee, is the registered owner of suchthe global Securities, such Depositarythe depositary or
such
nominee, as the case may be, will be considered the sole holder of Securities
represented by suchthe global Securities for the purposes of receiving payment on
such global Securities, receiving notices and for all other purposes under the
Indenture and suchthe global Securities. Except as provided above, owners of
beneficial interests in global Securities of a series will not be entitled to
receive physical delivery of Securities of such series in definitive form and
will not be considered the holders thereof for any purpose under the
Indenture. Accordingly, each person owning a beneficial interest in a global
Security must rely on the procedures of the Depositarydepositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. The Depositarydepositary may grant proxies and otherwise authorize participantspartici-
pants to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a holder is entitled to give or take
under the Indenture. The CompanyUnion Carbide understands that under existing industry
practices, in the event that the CompanyUnion Carbide requests any action of holders or
that an owner of a beneficial interest in such a global Security desires to
give or take any action which a holder is entitled to give or take under the
Indenture, the Depositarydepositary would authorize the participants holding the
relevant beneficial interests to give or take such action, and such participantspartici-
pants would authorize beneficial owners owning through such participants to
give or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
15
Unless otherwise specified in a Prospectus Supplementprospectus supplement relating to
Securities of a series to be issued as global Securities, the Depositarydepositary will
be The Depository Trust Company ("DTC"). DTC has advised the CompanyUnion Carbide that
it is a limited-purpose trust company organized under the lawlaws of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered under the Exchange Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement
of securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers (which may include the
underwriters, dealers or agents with respect to the Securities), banks, trust
companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own DTC. Access to DTC's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant either directly or indirectly.
Trustee
The Trusteetrustee for a series of Securities will be named in the
Prospectus Supplementprospectus supplement for the series.
The CompanyUnion Carbide may remove the Trusteetrustee if certain events occur. The
CompanyUnion
Carbide also may remove the Trusteetrustee with or without cause if the Company soUnion Carbide
notifies the Trusteetrustee six months in advance and if no Default occurs during the
six-month period.
PLAN OF DISTRIBUTION
The CompanyUnion Carbide may sell Securities in any of the following ways:
(1) through underwriters or dealers;
(2) directly to one or more purchasers; or
(3) through agents.
The Prospectus Supplement with respect toprospectus supplement regarding the Securities being offered therebyby
the prospectus supplement will set forthindicate the terms of the offering of suchthe
Securities, including the name or names of any underwriters or agents, the
purchase price of suchthe Securities and the proceeds to Union Carbide from the
Company from such
sale of the Securities. The prospectus supplement will also indicate any
underwriting discounts, commissions and other items constitutingthat make up the
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed. Any underwriter
or agent may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933 (the "Act").1933.
If underwriters are used in the sale of Securities, suchthe Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either
through underwriting syndicates (which may be represented by managing
16
underwriters designated by the Company)Union Carbide), or directly by one or more
underwriters acting alone. Unless otherwise set forthindicated in the Prospectus
Supplement,prospectus
supplement, the obligations of the underwriters to purchase the Securities
offered thereby will be subject to certain conditions, precedent, and the underwriters will be obligated
to purchase all suchof the Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
The Securities may be sold directly by the CompanyUnion Carbide or through
agents designatedselected by the CompanyUnion Carbide from time to time. The Prospectus Supplement with
respect toprospectus supplement
regarding any Securities sold in this manner will set forthindicate the name of any
agent involved in the offer or sale of the Securities as well as any
commissions payable by the CompanyUnion Carbide to suchthe agent. Unless otherwise indicated
in the Prospectus Supplement, any suchprospectus supplement, the agent is actingwill act on a best efforts basis for
the period of its appointment.
If dealers are utilizedused in the sale of any Securities, the CompanyUnion Carbide
will sell the Securities to the dealers, as principal. Any dealer may then
resell the Securities to the public at varying prices to be determined by the
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forthindicated in the Prospectus Supplement with respect toprospectus supplement regarding the
Securities being offered thereby.by that prospectus.
If so indicated in the Prospectus Supplement, the Companyprospectus supplement, Union Carbide will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Securities from the CompanyUnion Carbide at the public
offering price set forth in the Prospectus Supplementprospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplementprospectus supplement and the Prospectus Supplementprospectus supplement will set forth the
commission payable for the solicitation of such contracts.
It has not been determined whether any Securities will be listed on
a securities exchange. Underwriters will not be obligated to make a market in
any Securities. The CompanyUnion Carbide cannot predict the activity of trading in, or
liquidity of, any Securities.
Agents, underwriters and dealers may be entitled, under agreements
entered into with the Company,Union Carbide, to indemnification by the CompanyUnion Carbide against
certain civil liabilities, including liabilities under the Securities Act of
1933 or to contribution with respect to payments which the agents,
underwriters or dealers may be required to make in respect thereof. Agents,
underwriters and dealers may be customers of, engage in transactions with, or
perform services for the CompanyUnion Carbide in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be
passed upon for the CompanyUnion Carbide by Joseph E. Geoghan, a director and Vice-
President,Bruce D. Fitzgerald, Vice-President, General
Counsel and Secretary of the CompanyUnion Carbide or by Phyllis Savage, Assistant General
Counsel and Chief Finance and Securities Counsel of the Company,Union Carbide, or by other
counsel selected by the Company,Union Carbide, and for the agents, underwriters and
17
dealers by Davis Polk & Wardwell, New York, NY, or by other counsel
satisfactory to the relevant agents, underwriters or dealers. At September 30, 1996,March 31,
1999, Mr. GeoghanFitzgerald owned 28,3908,050 shares of the Company'sUnion Carbide's common stock
and 3,334including shares of its ESOP
Convertible Preferred Stockallocated pursuant to Union Carbide's employee stock
ownership plan and Ms. Savage owned 2,6934,416 shares of the Company'sUnion Carbide common stock
and 1794including shares of its ESOP Convertible Preferred Stock.allocated pursuant to Union Carbide's employee stock
ownership plan. At September 30, 1996,March 31, 1999, Mr. GeoghanFitzgerald held options to purchase
236,00095,300 shares of the
Company'sUnion Carbide's common stock and Ms. Savage held options to
purchase 24,90033,700 shares of the Company'sUnion Carbide's common stock.
EXPERTS
The Company'sUnion Carbide's consolidated financial statements and schedulesschedule as of
December 31, 19951998 and 19941997 and for each of the years in the three-year period
ended December 31, 19951998 incorporated by reference herein have been
incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP, independent
auditors, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The reports of KPMG Peat
Marwick LLP refer to changes in accounting for postemployment benefits in
1993.
The consolidated financial statements of UOP for each of the three
years in the period ended December 31, 1993 incorporated in this Prospectus by
reference to the Company's 1995 Annual Report on Form 10-K for the year ended
December 31, 1995, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $159,875$142,504
Accounting fees and expenses.............. 50,0005,000
Legal fees and expenses................... 75,00025,000
Trustee's fees and expenses............... 20,000
Blue sky fees and expenses................ 5,000
Printing expenses......................... 100,00010,000
Miscellaneous............................. 40,12523,000
Total..................................... $450,000
_______________$230,504
*Except for the SEC filing fee, all expenses are estimated. The above
expenses relate to $500,000,000$500,000,000.00 of debt securities, which includes those
carried forward from Registration Statement No. 33-60705.333-59635.
Item 15. Indemnification of Directors and Officers.
Sections 721 through 726 of the New York Business Corporation Law
provide for indemnification of directors and officers. If a director or
officer is successful on the merits or otherwise in a legal proceeding, hethe
director must be indemnified to the extent hethe director was successful.
Further,Additionally, indemnification is permitted in both third-party and derivative
suits if hethe director acted in good faith and for a purpose hethe director
reasonably believed was in the best interests of the Company,Union Carbide, and if, in the
case of a criminal proceeding, hethe director had no reasonable cause to believe
his conduct was unlawful.
Indemnification under this provision applies to judgments, fines,
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case
of derivative actions. In a derivative action, however, a director or officer
may not be indemnified for amounts paid to settle such a suit or for any
claim, issue or matter as to which such person shall have been adjudged liable
to the CompanyUnion Carbide absent a court determination that the person is fairly and
reasonably entitled to indemnity.
Notwithstanding the failure of the CompanyUnion Carbide to provide
indemnification and despite any contrary resolution of the board or
shareholders, indemnification shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.
Under New York law, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts in
the event the recipient is ultimately found not to be entitled to
indemnification. The advance is conditioned only upon receipt of the
undertaking and not upon a finding that the officer or director has met the
applicable indemnity standards.
Article V of the Company'sUnion Carbide's By-Laws requires it to indemnify each
of its past, present and future directors, officers and employees to the
fullest extent permitted by law for any and all costs and expenses resulting
from or relating to any suit or claim arising out of his service to the CompanyUnion
Carbide or to other organizations at the Company'sUnion Carbide's request.
The CompanyII-1
Union Carbide has entered into indemnity agreements with each of its
directors and officers which require the Company,Union Carbide, among other things, to
indemnify each director or officer for all costs and expenses of suits and
claims (to the fullest extent permitted by law), and to advance to each
director or officer the costs and expenses of defending any suit or claim if
such director or officer undertakes to pay back such advances to the extent
required by law. These provisions do not apply to any suit or claim
voluntarily commenced by the director or officer against the Company,Union Carbide, unless
the institution of such proceeding was approved by a majority of the Board of
Directors or the director or officer is successful on the merits in such
proceeding.proceeding or the proceeding was brought by the director or officer to enforce
rights to indemnity, payment or reimbursement under the indemnity agreement.
In the event of a change in control or potential change in control of Union
Carbide, Union Carbide, at the request of a director or officer is required to
create and fund a trust for the benefit of each director or officer in an
amount equal to all costs and expenses relating to any suit or claim.
Section 402 of the New York Business Corporation Law permits a New
York corporation to include in its certificate of incorporation provisions
eliminating the personal liability of directors to the corporation or its
shareholders for any breach of duty in such capacity unless a judgment or
final adjudication adverse to the director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained a financial profit or other
advantage to which he was not legally entitled or his acts violated Section
719 of the New York Business Corporation Law. The certificate of
incorporation of the CompanyUnion Carbide contains a provision eliminating the personal
liability of its directors to the CompanyUnion Carbide or its shareholders except to the
extent such liability may not be eliminated by law.
The CompanyUnion Carbide carries directors' and officers' insurance which
covers its directors and officers against certain liabilities they may incur
when acting in their capacity as directors or officers of the Company.Union Carbide. In
addition, Section 6 of the Underwriting Agreement (Exhibit 1 hereto) provides
for the indemnification of the officers and directors of the CompanyUnion Carbide against
certain liabilities.
Item 16. Exhibits.
All exhibits were previouslyare filed herewith, except as indicated.
11. Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement) dated September 1995.July 1998. See Exhibit 1 of
Amendment No. 1 to Registration
No. 33-60705,Statement 333-59635, which is incorporated herein by reference herein.reference.
4.1.1 Form of Indenture to be used by the CompanyUnion Carbide Corporation to issue
Debt Securities of the CompanyUnion Carbide Corporation in series. See Exhibit
1 of Post-EffectivePost- Effective Amendment No. 1 to Registration No. 33-63412,
which is incorporated by reference herein.
4.1.2 Indenture, dated as of June 1, 1995, between the CompanyUnion Carbide
Corporation and The Chase Manhattan Bank (formerly Chemical Bank),
Trustee. See Exhibit 4.1.2 to Registration No. 33-60705, which is
incorporated by reference herein.
II-2
4.2 Forms of Debt Securities (seesee Exhibits A and B to Exhibit 4.1.1
above).above.
5 Opinion of Cahill Gordon & Reindel, special counsel to the Company.
(Filed herewith.)Phyllis Savage, Assistant General Counsel and Chief
Finance and Securities Counsel of Union Carbide Corporation.
12 Statement rere: Computation of Ratio of Earnings to Fixed Charges of
the Company -Union Carbide- Five Years ended December 31, 1995 and Nine Months
ended September 30, 1996. (Filed herewith.)
23.1.11998.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors. (Filed
herewith.)
23.1.2 Consent of Price Waterhouse LLP, independent accountants. (Filed
herewith.)
23.2 Consent of Counsel (included in Exhibit 5).
24 Powers of attorney (included on the signature pages hereof).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Chase Manhattan Bank, Trustee.
(Filed herewith.)
25.2 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Bank of New York, Trustee.
(Filed herewith.)
Item 17. Undertakings.
The Companyundersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, unless the information
required to be included in such post-effective
amendment is contained in a periodic report filed by
the CompanyUnion Carbide pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated
herein by reference.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement
(orStatement(or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement, unless the
information required to be included in such
post-effective amendment is contained in a periodic
report filed by the CompanyUnion Carbide pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
II-3
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of an annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement 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 of 1933 may be permitted to directors, officers and controlling
persons of the CompanyUnion Carbide pursuant to the provisions described under Item 15
above, or otherwise, the CompanyUnion Carbide has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the CompanyUnion Carbide of expenses incurred or paid by a director, officer
or controlling person of the CompanyUnion Carbide 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 CompanyUnion
Carbide will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Union Carbide Corporation 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Danbury, Connecticut, on
December 4, 1996.April 28, 1999.
UNION CARBIDE CORPORATION
By /s/John K.J. Wulff
John K. Wulff
Vice-President, Chief Financial
Officer and Controller
II-5
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Joyce, Joseph E. Geoghan,Bruce D. Fitzgerald or John K. Wulff his attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign and
file with the Securities and Exchange Commission any amendments to the
Registration Statement (including post-effective amendments), any related
registration statements permitted pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and any amendments to such registration statements
(including post-effective amendments) and to file with the Securities and
Exchange Commission one or more supplements to any prospectus included in any
of the foregoing, and generally to do anything else necessary or proper in
connection therewith.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/William H. Joyce Director, Chairman of December 3, 1996April 28, 1999
William H. Joyce the Board, President and
Chief Executive Officer
/s/ Joseph E. Geoghan Director, December 3, 1996
Joseph E. Geoghan Vice-President,
General Counsel
and Secretary
/s/ John K. Wulff Vice-President, Chief December 3, 1996April 28, 1999
John K. Wulff Financial Officer and
Controller
/s/ John J. Creedon Director December 3, 1996
John J. CreedonII-6
Signature Title Date
/s/C. Fred Fetterolf Director December 3, 1996April 28, 1999
C. Fred Fetterolf
_____________________________ Director December _, 1996
/s/Rainer E. Gut /s/ VernonDirector April 28, 1999
Rainer E. Jordan, Jr.Gut
Director December 3, 1996
Vernon E. Jordan, Jr.
/s/Robert D. Kennedy Director December 3, 1996April 28, 1999
Robert D. Kennedy
/s/Ronald L. Kuehn Jr. Director December 3, 1996April 28, 1999
Ronald L. Kuehn, Jr.
/s/Rozanne L. Ridgway Director December 3, 1996April 28, 1999
Rozanne L. Ridgway
/s/ William S. SneathJames M. Ringler Director December 3, 1996
William S. Sneath
______________________________________________________________________________April 28, 1999
James M. Ringler
/s/Paul J. Wilhelm Director April 28, 1999
Paul J, Wilhelm
II-7
_____________________________________________________________________________
Registration No. 33-
____________________________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
FORM S-3
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
______________________
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________________________________
INDEX TO EXHIBITS
Exhibit Sequential
Number Page Number
5 Opinion of Cahill Gordon & Reindel, special
counsel to the Company. 31Phyllis Savage, Assistant General Counsel
and Chief Finance and Securities Counsel of Union
Carbide Corporation
12 Statement rere: Computation of Ratio of
Earnings to Fixed Charges of the Company -
FiveUnion Carbide
Corporation-Five Years ended December 31, 1995 and
Nine Months ended September 30, 1996. 32
23.1.11998
23 Consent of KPMG Peat Marwick LLP, independent auditors. 33
23.1.2 Consent of Price Waterhouse LLP, independent
accountants. 34auditors
25.1 Statement of Eligibility under the Trust
Indenture Act of 1939 (Form T-1) of The Chase
Manhattan Bank, Trustee.
35
25.2 Statement of Eligibility under the Trust
Indenture Act of 1939 (Form T-1) of Thethe Bank of
New York, Trustee.
40