SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
March 31, 1995
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-1463 13-1421730
(Commission File Number) (IRS Employer Identification No.)
39 Old Ridgebury Rd, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code 203-794-2000
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 99
Item 2. ACQUISITION OF ASSETS
On March 31, 1995, Union Carbide Corporation ("UCC") acquired 50%
of the equity of Polimeri Europa S.r.l. ("PE"), a joint venture
company. EniChem S.p.A. ("EniChem") retained the other 50% of the
equity in PE. In anticipation of UCC's acquisition of its equity
interest, EniChem had transferred to PE all of its polyethylene
business, excluding its wire and cable compounds business. The
purchase price for UCC's 50% share of the joint venture's equity
was DM323,000,000, and was determined by arms-length negotiations
between UCC and EniChem.
The joint venture's business includes polyethylene production and
research and development facilities in Italy, Germany and France,
ethylene steam crackers in Italy and France, EniChem's
polyethylene resin technology, and EniChem's polyethylene sales
activities. The venture also holds a non-exclusive license of
UCC's UNIPOL technology. The shareholders intend to use the joint
venture's assets to continue to operate the polyethylene business.
The purchase price was paid in full at the closing, and was funded
through a portion of the proceeds of the January 1995
recapitalization of UCAR International Inc. and operating cash
flows.
This description of UCC's acquisition of a 50% interest in the
joint venture is qualified in its entirety by reference to the
Stock Purchase and Sale Agreement dated as of February 9, 1995, as
amended by letter agreement dated March 31, 1995, between EniChem
S.p.A. and Union Carbide Corporation, a copy of which is attached
to this report as an exhibit.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
UCC intends to file with the Commission, if required, within
the time period set forth in subparagraph (a)(4) of Item 7 of
Form 8-K, audited financial statements for the business
acquired and pro forma financial statements reflecting the
acquisition so that UCC will be in compliance with Rule 3-05
of Regulation S-X. It is impractical to provide the required
audited financial statements of the business acquired or the
aforesaid pro forma financial statements at this time,
therefore, said financial statements, if required, will be
filed with the Commission as soon as practicable, but no
later than June 14, 1995.
(c) Exhibits.
2. Stock Purchase and Sale Agreement dated as of
February 9, 1995, as amended by letter agreement dated
March 31, 1995, between EniChem S.p.A. and Union Carbide
Corporation.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 10,1995
UNION CARBIDE CORPORATION
By J. MACDONALD
J. Macdonald
Assistant Secretary
EXHIBIT INDEX
Exhibit
2. Stock Purchase and Sale Agreement dated as of
February 9, 1995, as amended by letter agreement dated
March 31, 1995, between EniChem S.p.A. and Union Carbide
Corporation.
- - 2 -