0000029915-12-000034.txt : 20121024 0000029915-12-000034.hdr.sgml : 20121024 20121024081102 ACCESSION NUMBER: 0000029915-12-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121022 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments FILED AS OF DATE: 20121024 DATE AS OF CHANGE: 20121024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01463 FILM NUMBER: 121157532 BUSINESS ADDRESS: STREET 1: 1254 ENCLAVE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 281-966-2727 MAIL ADDRESS: STREET 1: 1254 ENCLAVE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77077 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CHEMICALS & PLASTICS CO INC DATE OF NAME CHANGE: 19940502 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 8-K 1 a8k_uccx102412.htm FORM 8-K 8K_UCC_102412
                                    
UNITED STATES
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):
October 22, 2012


UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation)
1-1463
(Commission file number)
13-1421730
(IRS Employer Identification No.)
1254 Enclave Parkway, Houston, Texas 77077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-966-2727
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))


Section 2 - Financial Information

Item 2.05 Costs Associated with Exit or Disposal Activities.

On October 22, 2012, the Board of Directors of Union Carbide Corporation (the “Corporation”) approved a restructuring plan to improve the cost effectiveness of the Corporation's global operations. The restructuring plan will affect approximately 100 positions and result in the shutdown of certain manufacturing facilities as described in Item 2.06 below. All of these actions are expected to be completed during the next two years.

As a result, the Corporation will record a charge in the fourth quarter of 2012 for costs associated with these activities. In total, this charge is expected to be in the range of approximately $20 million to $30 million, and will include severance costs ranging from approximately $10 million to $15 million, contract cancellation fees of approximately $7 million and other associated costs of approximately $4 million.

All severance costs and contract cancellation fees associated with these activities will result in future cash expenditures.

Item 2.06 Material Impairments.

On October 22, 2012, the Board of Directors of the Corporation approved a restructuring plan to enhance the efficiency and cost effectiveness of the Corporation's operations as a result of continued weakness in the global economy and the need to optimize facilities. The restructuring plan includes the consolidation and shutdown of certain oxygenated solvents manufacturing facilities in Texas City, Texas and the shutdown of a performance monomer facility in South Charleston, West Virginia. As a result of these activities, the Company will record a charge in the fourth quarter of 2012 ranging from approximately $30 million to $60 million for asset impairments, including the write-down of certain manufacturing facilities and the write-off of certain capital project spending.

None of the costs related to the write-off of assets will result in future cash expenditures.







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
 
Registrant


Date:
October 24, 2012
 


 
/s/ RONALD C. EDMONDS
 
 
Ronald C. Edmonds
 
 
Vice President and Controller
The Dow Chemical Company
Authorized Representative of
Union Carbide Corporation