-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GbLtgRrelvMvC9nlXXhObSz1ivo8SurMyJ5y3+1mDMf39cjXbzq0682z+lj1KWlS DgZba2BlMPU3kp9Qbo+NCA== 0000100790-95-000018.txt : 19950501 0000100790-95-000018.hdr.sgml : 19950501 ACCESSION NUMBER: 0000100790-95-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950428 EFFECTIVENESS DATE: 19950517 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58931 FILM NUMBER: 95532898 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 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 S-8 1 Registration No. 33- _________________________________________________________________ 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) _________________________________________________________________ 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. _________________________________________________________________ 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 EX-5 2 Exhibit 5 April 26, 1995 Board of Directors Union Carbide Corporation 39 Old Ridgebury Road Danbury, CT 06817-0001 Re: Registration Statement on Form S-8 for The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies Dear Sirs: Please refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission by Union Carbide Corporation (the "Corporation") relating to 6,000,000 shares of common stock, $1.00 par value per share (the "Common Stock"), of the Corporation offered for sale pursuant to The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies ("Plan"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Corporation and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. 8 Union Carbide Corporation -2- April 26, 1995 In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the enforceability of the documents against each party thereto, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents and the authenticity of all such latter documents. Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly organized and is validly existing under the laws of the State of New York. 2. The Plan has been duly adopted by the Board of Directors of the Corporation and approved by the shareholders of the Corporation. 3. The shares of Common Stock of the Corporation to which the Registration Statement relates have been duly authorized and reserved for issuance pursuant to the Plan and, when issued and sold pursuant to the Plan, will be legally issued, fully paid and non-assessable. Our opinions expressed above are limited to the Business Corporation Law of the State of New York and our opinions are rendered only with respect to the laws, and the rules, regulations and orders thereunder, which are currently in effect. We hereby consent to the filing of this opinion as an Exhibit 5 to the Registration Statement and to the references to our name included in or made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or the rules thereunder. Very truly yours, KELLEY DRYE & WARREN 9 EX-23.1 3 Exhibit 23.1 Consent of Independent Auditors The Board of Directors of Union Carbide Corporation We consent to the incorporation by reference in this Registration Statement on Form S-8 of Union Carbide Corporation of our reports on Union Carbide Corporation included and incorporated by reference in the Annual Report on Form 10-K of Union Carbide Corporation for the year ended December 31, 1994. Our reports refer to changes in accounting principles as described in Note 1 to the consolidated financial statements. KPMG PEAT MARWICK LLP Stamford, Connecticut April 26, 1995 10 EX-23.2 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 1994 relating to the consolidated financial statements of UOP and its subsidiaries, which appears on page 17 of Union Carbide Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, which is incorporated by reference in Union Carbide Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. Price Waterhouse LLP Chicago, Illinois April 24, 1995 11 -----END PRIVACY-ENHANCED MESSAGE-----