SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 3, 1999
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 1-1463 13-1421730
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 Old Ridgebury Road
Danbury, Connecticut 06817
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:(203) 794-2000
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 3, 1999, Union Carbide Corporation, a New York corporation
(the "Company"), The Dow Chemical Company, a Delaware corporation ("Dow
Chemical") and Transition Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Dow Chemical ("Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged
with and into the Company (the "Merger") with the Company as the corporation
surviving in the Merger. Pursuant to the terms, and subject to the conditions,
of the Merger Agreement, each share of common stock, $1.00 par value per share,
of the Company outstanding at the effective time of the Merger will be converted
into 0.537 shares of common stock, $2.50 par value per share, of Dow Chemical.
In connection with the Merger Agreement, the Company and Dow Chemical
also entered into a Stock Option Agreement, dated August 3, 1999 (the "Stock
Option Agreement"), pursuant to which the Company has granted to Dow Chemical an
option to purchase approximately 19.9% of the outstanding shares of the Company
upon the occurrence of certain events. In connection with the proposed
transaction, the Company has amended its Rights Agreement, dated as of July 26,
1989, as amended and restated as of May 27, 1992 and as further amended on
December 3, 1996 (the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C., as successor Rights Agent, to render the Rights
Agreement inapplicable to the Merger and the other transactions contemplated by
the Merger Agreement and the Stock Option Agreement. The Company's Board of
Directors also has rescinded the Company's share repurchase authorization.
The preceding is qualified in its entirety by reference to the Merger
Agreement, the Stock Option Agreement and a joint press release announcing the
signing of the Merger Agreement, copies of which are attached hereto as Exhibits
2, 99.1 and 99.2 respectively and which are incorporated herein by reference.
Item 7. Exhibits.
2. Agreement and Plan of Merger, dated August 3, 1999, by and among the
Company, Dow Chemical and Merger Sub.
99.1 Stock Option Agreement, dated August 3, 1999, by and between the
Company and Dow Chemical.
99.2 Text of Joint Press Release, dated August 4, 1999, issued by the
Company and Dow Chemical.
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SIGNATURE
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 hereunto duly authorized.
UNION CARBIDE CORPORATION
By: /s/ J. Macdonald
------------------------------
Name: J. Macdonald
Title: Assistant Secretary
Date: August 4, 1999
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EXHIBIT INDEX
Exhibit Description
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2. Agreement and Plan of Merger, dated August 3, 1999, by and among the
Company, Dow Chemical and Merger Sub.
99.1 Stock Option Agreement, dated August 3, 1999 by and between the Company
and Dow Chemical.
99.2 Text of Joint Press Release, dated August 4, 1999, issued by the
Company and Dow Chemical.
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