SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UNION CARBIDE CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Union Carbide Corporation 39 Old Ridgebury Rd., Danbury, CT 06817-0001
Telephone: 203-794-3022
Facsimile: 203-794-3334
Strategic Planning, Investor Relations and Public Affairs
April 22, 1999
Re: Union Carbide Corporation's Proxy Statement, dated March 15, 1999
Proposal 3 - State of Wisconsin Investment Board (SWIB)
Binding By-Law Resolution on Shareholder Rights Plans
Dear :
I am writing to you to once again urge you to vote your shares against
Proposal 3.
While SWIB claims it is not objecting to all rights plans, and that its
proposal is only intended to allow shareholders to vote on any future Union
Carbide rights plan, please consider the possibility that passage of Proposal
3 may, in effect, disenfranchise shareholders.
Approval of Proposal 3 requires the affirmative vote of only a majority of
the votes cast. However, SWIB has drafted this binding by-law so that, once
passed, it requires the affirmative vote of the majority of the company's
outstanding shares to amend or repeal the by-law or adopt any rights plan.
This is an extremely high vote threshold, because brokers cannot vote proxies
on rights plans without instructions from beneficial holders.
As of today, just four business days prior to our shareholder meeting,
proxies have been returned representing about two-thirds of outstanding
shares. However, fewer than one third of Union Carbide's outstanding shares
have been voted on Proposal 3, despite considerable effort by both Union
Carbide and SWIB to "get out the vote." Although we cannot predict how many
shares will be voted before the polls close, this is indicative of how very
difficult it is to obtain the vote of a majority of outstanding shares, either
for or against, on any controversial issue. Thus, as a practical matter, the
effect of this by-law could be to block even the shareholders' ability to adopt
any rights plan.
Based upon the opinion of the company's counsel, the language of New York law is
clear that the binding by-law proposed by SWIB is invalid. Nevertheless,
SWIB argues that the law is unsettled because no one has previously
challenged the company's position in court and urges shareholders to
"let the courts decide." Please do not let SWIB make our company a test case
and embroil us in costly, protracted and unnecessary litigation!
While your policy may be to favor shareholder proposals on rights plans, we
ask you to consider carefully this specific proposal and its potential impact
on Union Carbide. For the reasons stated in this letter and in Union
Carbide's proxy statement, we believe that this proposal is in the interests
of neither the company nor its shareholders.
2
We urge you to vote against Proposal 3. If you have already voted in favor
of Proposal 3, we ask you to reconsider. If you have voted against, we thank
you for your support.
Sincerely,
/s/ Joseph S. Byck
Joseph S. Byck