Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 Identification No.)
incorporation or organization)
39 OLD RIDGEBURY ROAD, DANBURY, CT 06817-0001
(Address of principal executive offices)
THE UNION CARBIDE
COMPENSATION DEFERRAL PROGRAM
(Full title of the plan)
Bruce D. Fitzgerald
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)
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate registra
be registered offering -tion fee
price (2)
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Deferred Compen- $50,000,000(1) $1.00(2) $50,000,000 $13,900
sation
Obligations,
$1.00 par value
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(1) The Deferred Compensation Obligations are unsecured obligations of Union
Carbide Corporation to pay deferred compensation in the future in accordance
with the terms of the Union Carbide Compensation Deferral Program.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
INCORPORATION OF DOCUMENTS BY REFERENCE TO
PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering
$50,000,000 additional deferred compensation obligations ("Deferred Compensation
Obligations") of Union Carbide Corporation (the "Company"), which are issuable
under the Union Carbide Compensation Deferral Program (the "Plan"). A
Registration Statement on Form S-8 (SEC File No. 333-02829) (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.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendments One through Four to the Union Carbide Compensation Deferral
Program.
5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 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).
II - 1
SIGNATURES
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 24th day of
February, 1999.
UNION CARBIDE CORPORATION
By:/s/ John K. Wulff
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John K. Wulff
Vice President, Chief Financial Officer
and Controller
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Union Carbide Corporation,
hereby severally constitute and appoint William H. Joyce and John K. Wulff, 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
Chairman of the Board
/s/ William H. Joyce President, Chief Executive February 24, 1999
- ----------------------- Officer and Director
William H. Joyce (Principal Executive Officer)
Vice-President, Chief Financial
Officer and Controller February 24, 1999
/s/ John K. Wulff (Principal Financial and
- ----------------------- Accounting Officer)
John K. Wulff
/s/ C. Fred Fetterolf Director February 24, 1999
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C. Fred Fetterolf
II - 2
/s/ Rainer E. Gut Director February 24, 1999
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Rainer E. Gut
/s/ Vernon E. Jordan, Jr. Director February 24, 1999
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Vernon E. Jordan, Jr.
/s/ Robert D. Kennedy Director February 24, 1999
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Robert D. Kennedy
/s/ Ronald L. Kuehn, Jr. Director February 24, 1999
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Ronald L. Kuehn, Jr.
/s/ Rozanne L. Ridgway Director February 24, 1999
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Rozanne L. Ridgway
/s/ James M. Ringler Director February 24, 1999
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James M. Ringler
/s/ Paul J. Wilhelm Director February 24, 1999
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Paul J. Wilhelm
II - 3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amendments One through Four to the Union Carbide Compensation Deferral
Program.
5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 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).