Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
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 or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06817-0001
(Address of principal executive offices)
The Savings and Investment Program for Employees of Union
Carbide Corporation and Participating Subsidiary Companies
(Full title of the plan)
Joseph E. Geoghan, Esq.
Vice President, General Counsel and Secretary
Union Carbide Corporation
39 Old Ridgebury Road,
Danbury, CT 06817-0001
(Name and address of agent for service)
(203) 794-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum Amount
securities maximum aggregate of regis-
to be Amount to be offering offering tration
registered (1) registered price per price (2) fee
share (2)
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Common 6,000,000 $30.125 $180,750,000 $62,322.60
Stock shares
$1.00
par value
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended, on the basis of the average
of the high and low prices reported in the consolidated reporting
system on April 21, 1995.
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INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR
REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering 6,000,000 additional shares of Common Stock, par
value $1.00 per share, of Union Carbide Corporation (the
"Company") for use in connection with The Savings and Investment
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies (the "Plan"). A Registration
Statement on Form S-8 (No. 38714) (the "Prior Registration
Statement") relating to this Plan is effective. Accordingly, in
accordance with General Instruction E to Form S-8, the Company
incorporates by reference herein the contents of the Prior
Registration Statement. Effective January 1, 1995, The Savings
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies has been renamed The Savings
and Investment Program for Employees of Union Carbide Corporation
and Participating Subsidiary Companies.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of Kelley Drye & Warren, Counsel to the
Company, as to the legality of the shares of Common
Stock covered by this Registration Statement
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors
23.2 Consent of Price Waterhouse LLP, Independent
Accountants
23.3 Consent of Counsel (included in opinion filed as
Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers
of the Company (included on the signature pages
hereof)
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, The Savings and Investment Program for Employees of
Union Carbide Corporation and Participating Subsidiary Companies
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Danbury, State of Connecticut on the 28th day of April, 1995.
The Savings and Investment Program for
Employees of Union Carbide Corporation
and Participating Subsidiary Companies
By J.W. THOMPSON
J.W. Thompson
Director - Corporation Benefit Plans
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the undersigned members
of the Committee of The Savings and Investment Program for
Employees of Union Carbide Corporation and Participating
Subsidiary Companies.
Signature Date
M.A. KESSINGER
M. A. Kessinger April 28, 1995
T.D. JONES
T.D. Jones April 28, 1995
J.W. THOMPSON
J.W. Thompson April 28, 1995
S.W. DRAKE
S.W. Drake April 28, 1995
3
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Danbury, State of Connecticut on this 28th day of
April, 1995.
UNION CARBIDE CORPORATION
By: JOHN K. WULFF
John K. Wulff
Vice President, Controller and
Principal Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Union
Carbide Corporation, hereby severally constitute and appoint
Robert D. Kennedy, John K. Wulff and Gilbert E. Playford, and
each of them singly, our true and lawful attorney, with full
power to them, to sign for us in our names in the capacities
indicated below, this Registration Statement and any and all
post-effective amendments to this Registration Statement, and
generally to do all things in our name and on our behalf in such
capacities to enable Union Carbide Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
ROBERT D. KENNEDY Director, Chairman
Robert D. Kennedy of the Board and Chief April 28, 1995
Executive Officer
(Principal Executive
Officer)
4
GILBERT E. PLAYFORD Vice-President
Gilbert E. Playford (Principal Financial April 28, 1995
Officer)
JOHN K. WULFF Vice-President,
John K. Wulff Controller and April 28, 1995
Principal Accounting
Officer
JOHN J. CREEDON Director
John J. Creedon April 28, 1995
C. FRED FETTEROLF Director
C. Fred Fetterolf April 28, 1995
JOSEPH E. GEOGHAN Director
Joseph E. Geoghan April 28, 1995
RAINER E. GUT Director
Rainer E. Gut April 28, 1995
JAMES M. HESTER Director
James M. Hester April 28, 1995
VERNON E. JORDAN, Jr. Director
Vernon E. Jordan, Jr. April 28, 1995
WILLIAM H. JOYCE Director
William H. Joyce April 28, 1995
RONALD L. KUEHN, Jr. Director
Ronald L. Kuehn, Jr. April 28, 1995
5
ROZANNE L. RIDGWAY Director
Rozanne L. Ridgway April 28, 1995
WILLIAM S. SNEATH Director
William S. Sneath April 28, 1995
6
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
5 Opinion of Kelley Drye & Warren, Counsel
to the Company, as to the legality of the
shares of Common Stock covered by this
Registration Statement 8
23.1 Consent of KPMG Peat Marwick LLP,
Independent Auditors 10
23.2 Consent of Price Waterhouse LLP,
Independent Accountants 11
23.3 Consent of Counsel (included in opinion
filed as Exhibit 5) -
24 Powers of Attorney of Directors and Certain
Officers of the Company (included on the
signature pages hereof) -
7