0000100790-95-000031.txt : 19950914
0000100790-95-000031.hdr.sgml : 19950914
ACCESSION NUMBER: 0000100790-95-000031
CONFORMED SUBMISSION TYPE: S-3/A
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 19950908
SROS: CSX
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-3/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 033-60705
FILM NUMBER: 95572287
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-3/A
1
AMENDMENT NO. 1
As filed with the Securities and Exchange Commission on September 8, 1995
Registration No. 33-60705
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
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 of incorporation) (I.R.S. Employer Identification No.)
39 Old Ridgebury Road Joseph E. Geoghan
Danbury, Connecticut 06817-0001 Vice President, General Counsel and
Secretary
(203) 794-2000 (Same address and telephone number
(Address and telephone number as registrant)
of registrant's principal (Name, address and telephone number
executive offices) of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /__/
33-[_______]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/ 33-[________]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1995
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
Union Carbide Corporation ("Company") may offer from time to time up
to an aggregate initial offering price not to exceed $400,000,000 (or the
equivalent in foreign denominated currency or units based on or relating to
currencies) of its senior unsecured debt securities ("Debt Securities" or
"Securities") in one or more series in amounts, at prices and upon terms to be
determined in light of market conditions at the time of sale. The Securities
may be sold directly by the Company, through agents designated from time to
time, or to or through underwriters or dealers (see "Plan of Distribution").
The specific aggregate principal amount, maturity, rate and time of
payment of interest, any redemption provisions, initial public offering price,
proceeds to the Company, and any other specific terms in connection with the
offering and sale of a series of Securities, including the names of the
underwriters or agents, if any, and the terms of such offering, are set forth
in the Prospectus Supplement accompanying this Prospectus.
The Securities may be issued in registered form without coupons, in
bearer form with coupons, in uncertificated form or in any combination
thereof. Subject to certain exceptions, securities in bearer form may not be
offered, sold or delivered in the United States or to United States persons.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1995
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, including any prospectus supplement in
connection with the offer contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having been
authorized by the Company or any underwriter, dealer or agent. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any of the Securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission ("Commission"). Reports, proxy statements, and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, 13th Floor, New York, New York 10048 and at the Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such information may be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements, and other
information concerning the Company may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, and the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
(File No. 1-1463) are incorporated herein by reference: (1) Annual Report on
Form 10-K for the year ended December 31, 1994; (2) Quarterly Reports on Form
10-Q for the quarters ended March 31 and June 30, 1995; (3) current reports on
Form 8-K filed on February 8, 1995 and on Form 8-K filed on April 10, 1995 as
amended by Form 8-K/A on May 26, 1995; and (4) all other documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Securities. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the request of such person, a copy
of any or all of the documents which are incorporated by reference herein,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to Union Carbide Corporation, Investor Relations
Department, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone
(203) 794-6445.
THE COMPANY
Union Carbide Corporation ("Company") is engaged in the chemicals
and plastics business. The Company uses state of the art process technologies
to convert manufactured and purchased ethylene and propylene into the higher
value chemicals and polymers it markets. In addition, the Company has
specialty businesses outside the ethylene chain of chemicals, including
technology licensing services.
The Company was incorporated in 1917 under the laws of the State of
New York. The principal executive offices of the Company are located at 39
Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone (203) 794-2000.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities
for the retirement of outstanding debt or general corporate purposes.
Information concerning the interest rates and maturities of the Company's
outstanding debt is set forth in the notes to the financial statements of the
Company incorporated by reference herein.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges of the Company for the periods indicated:
Six Months
Ended
June 30, Year Ended December 31,
1995 1994 1993 1992 1991 1990
Ratio of Earnings
to Fixed Charges 9.0 4.9 2.9 1.7 (b) 2.1
(a). . . . . . . .
(a) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income of consolidated companies from continuing
operations before provision for income taxes, before fixed charges, plus
dividends from less than 50%-owned companies carried at equity and the
registrant's share of pre-tax income of 50%-owned companies carried at equity,
less net capitalized interest and preferred stock dividend requirements of
consolidated subsidiaries. Fixed charges comprise interest on long-term and
short-term debt, capitalized interest, the portion of rentals representative
of an interest factor, preferred stock dividend requirements of consolidated
subsidiaries and the registrant's share of fixed charges of 50%-owned
companies carried at equity. On June 30, 1992, the Company completed the
spin-off of its industrial gas business. The industrial gas business has been
treated as a discontinued operation in calculating the ratio of earnings to
fixed charges of the Company for all periods. Accordingly, the components of
the ratio do not reflect amounts attributable to the industrial gas business.
(b) In 1991, the Company's operating results included a special charge of $209
million ($160 million after-tax). As a result, earnings were insufficient to
cover historical fixed charges by $169 million. Excluding the effect of the
special charge, earnings would have been sufficient to cover fixed charges by
$40 million.
DESCRIPTION OF SECURITIES
The Securities will be issued in one or more series under an
indenture or indentures ("Indenture") between the Company and one or more
trustees ("Trustee"). The following summaries of certain provisions of the
Indenture are qualified in their entirety by express reference to the
Indenture which is incorporated herein by reference.
General
The Indenture does not limit the amount of Securities that can be
issued thereunder and provides that the Securities may be issued in series up
to the aggregate principal amount which may be authorized from time to time by
the Company. The Securities will be unsecured and will rank on a parity with
all other unsecured and unsubordinated debt of the Company.
Reference is made to the Prospectus Supplement for the following
terms, if applicable, of the Securities offered thereby: (1) the designation,
aggregate principal amount, currency or composite currency and denominations;
(2) the price at which such Securities will be issued and, if an index formula
or other method is used, the method for determining amounts of principal or
interest; (3) the maturity date and other dates, if any, on which principal
will be payable; (4) the interest rate (which may be fixed or variable), if
any; (5) the date or dates from which interest will accrue and on which
interest will be payable, and the record dates for the payment of interest;
(6) the manner of paying principal or interest; (7) the place or places where
principal and interest will be payable; (8) the terms of any mandatory or
optional redemption by the Company; (9) the terms of any redemption at the
option of holders; (10) whether such Securities are to be issuable as
registered Securities, bearer Securities, or both, and whether and upon what
terms upon which any registered Securities may be exchanged for bearer
Securities and vice versa; (11) whether such Securities are to be represented
in whole or in part by a Security in global form and, if so, the identity of
the depositary ("Depositary") for any global Security; (12) any tax indemnity
provisions; (13) if the Securities provide that payments of principal or
interest may be made in a currency other than that in which Securities are
denominated, the manner for determining such payments; (14) the portion of
principal payable upon acceleration of a Discounted Security (as defined
below); (15) whether and upon what terms Securities may be defeased; (16) any
events of default or restrictive covenants in addition to or in lieu of those
set forth in the Indenture; (17) provisions for electronic issuance of
Securities or for Securities in uncertificated form; and (18) any additional
provisions or other terms not inconsistent with the provisions of the
Indenture, including any terms that may be required or advisable under United
States or other applicable laws or regulations, or advisable in connection
with the marketing of the Securities.
Securities of any series may be issued as registered Securities,
bearer Securities or uncertificated Securities, as specified in the terms of
the series. Unless otherwise indicated in the Prospectus Supplement,
registered Securities will be issued in denominations of $1,000 and whole
multiples thereof and bearer Securities will be issued in denominations of
$5,000 and whole multiples thereof. The Securities of a series may be issued
in whole or in part in the form of one or more global Securities that will be
deposited with, or on behalf of, a Depositary identified in the Prospectus
Supplement relating to the series. Unless otherwise indicated in the
Prospectus Supplement relating to a series, the terms of the depositary
arrangement with respect to any Securities of a series specified in the
Prospectus Supplement as being represented by global Securities will be as set
forth below under "Global Securities."
In connection with its original issuance, no bearer Security will be
offered, sold, resold, or mailed or otherwise delivered to any location in the
United States and a bearer Security in definitive form may be delivered in
connection with its original issuance only if the person entitled to receive
the bearer Security furnishes certification as described in United States
Treasury regulation section 1.163-5(c)(2)(i)(D)(3). If there is a change in
the relevant provisions or interpretation of United States laws, the foregoing
restrictions will not apply to a series if the Company determines that such
provisions no longer apply to the series or that failure to so comply would
not have an adverse tax effect on the Company or on holders or cause the
series to be treated as "registration-required" obligations under United
States law.
For purposes of this Prospectus, unless otherwise indicated, "United
States" means the United States of America (including the States and the
District of Columbia), its territories and possessions and all other areas
subject to its jurisdiction. "United States person" means a citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or a political
subdivision thereof or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. Any special
United States federal income tax considerations applicable to bearer
Securities will be described in the Prospectus Supplement relating thereto.
To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Indenture, principal and interest on
bearer Securities will be payable only upon surrender of bearer Securities and
coupons at a paying agency of the Company located outside of the United
States. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
paying agent outside the United States to which the bearer Securities and
coupons may be presented for payment and will provide the necessary funds
therefor to the paying agent upon reasonable notice.
Registration of transfer of registered Securities may be requested
upon surrender thereof at any agency of the Company maintained for that
purpose and upon fulfillment of all other requirements of the agent. Bearer
Securities and the coupons related thereto will be transferable by delivery.
Securities may be issued under the Indenture as Discounted Securities
to be offered and sold at a substantial discount from the principal amount
thereof. Special United States federal income tax and other considerations
applicable thereto will be described in the Prospectus Supplement relating to
such Discounted Securities. "Discounted Security" means a Security where the
amount of principal due upon acceleration is less than the stated principal
amount.
Certain Covenants
The Securities will not be secured by any properties or assets and
will represent unsecured debt of the Company. Since secured debt ranks ahead
of unsecured debt, the limitation on liens and the limitation on
sale-leaseback transactions place some restrictions on the Company's ability
to incur additional secured debt or its equivalent when the asset securing the
debt is a material manufacturing facility in the United States. The
limitations are subject to a number of qualifications and exceptions described
below. There can be no assurance that a facility subject to the limitations
at any time will continue to be subject to those limitations at a later time.
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Securities do not afford holders of the
Securities protection in the event of a highly leveraged or other transaction
involving the Company that may adversely affect holders of the Securities.
Definitions.
"Attributable Debt" for a lease means, as of the date of
determination, the present value of net rent for the remaining term of the
lease. Rent shall be discounted to present value at a discount rate that is
compounded semi-annually. The discount rate shall be 10% per annum or, if
the Company elects, the discount rate shall be equal to the weighted average
Yield to Maturity of the Securities under the Indenture. Such average shall
be weighted by the principal amount of the Securities of each series or, in
the case of Discounted Securities, the amount of principal that would be due
as of the date of determination if payment of the Securities were accelerated
on that date.
Rent is the lesser of (a) rent for the remaining term of the lease
assuming it is not terminated or (b) rent from the date of determination until
the first possible termination date plus the termination payment then due, if
any. The remaining term of a lease includes any period for which the lease
has been extended. Rent does not include (1) amounts due for maintenance,
repairs, utilities, insurance, taxes, assessments and similar charges or (2)
contingent rent, such as that based on sales. Rent may be reduced by the
discounted present value of the rent that any sublessee must pay from the date
of determination for all or part of the same property. If the net rent on a
lease is not definitely determinable, the Company may estimate it in any
reasonable manner.
"Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding Debt due within 12 months) and (b) goodwill, as
reflected in the Company's most recent consolidated balance sheet preceding
the date of a determination under clause (9) of the "Limitation on Liens"
covenant.
"Debt" means any debt for borrowed money or any guarantee of such a
debt.
"Lien" means any mortgage, pledge, security interest or lien.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may
extend or renew without the obligee's consent to a date more than 12 months
after the date the Debt was created.
"Principal Property" means any manufacturing facility located in the
United States (excluding territories and possessions), except any such
facility that in the opinion of the board of directors of the Company or any
authorized committee of the board is not of material importance to the total
business conducted by the Company and its consolidated Subsidiaries.
"Restricted Property" means any Principal Property or any shares of
stock of a Restricted Subsidiary, in each case now owned or hereafter acquired
by the Company or a Restricted Subsidiary. At June 30, 1995, "Restricted
Property" includes manufacturing facilities of the Company at Taft, LA;
Seadrift, TX; Texas City, TX; Institute, WV; and South Charleston, WV.
"Restricted Subsidiary" means a Wholly-Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories or possessions) or Puerto Rico and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant to which
the Company or a Restricted Subsidiary now owns or hereafter acquires a
Principal Property, transfers it to a person, and leases it back from the
person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power under
ordinary circumstances to elect directors.
"Wholly-Owned Subsidiary" means a corporation all of whose Voting
Stock is owned by the Company or a Wholly-Owned Subsidiary.
"Yield to Maturity" means the yield to maturity on a Security at the
time of its issuance or at the most recent determination of interest on the
Security.
Limitation on Liens. The Company will not, and will not permit any
Restricted Subsidiary to, incur a Lien on Restricted Property to secure a Debt
unless:
(1) the Lien equally and ratably secures the Securities and the
Debt. The Lien may equally and ratably secure the Securities
and any other obligation of the Company or a Subsidiary. The
Lien may not secure an obligation of the Company that is
subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of
property of the Company or a Restricted Subsidiary. The Lien
may not extend to any other Restricted Property owned by the
Company or a Restricted Subsidiary at the time the Lien is
incurred. However, in the case of any construction or
improvement, the Lien may extend to unimproved real property
used for the construction or improvement. The Debt secured by
the Lien may not be incurred more than one year after the later
of the (a) acquisition, (b) completion of construction or
improvement or (c) commencement of full operation, of the
property subject to the Lien;
(3) The Lien is on property of a corporation at the time the
corporation merges into or consolidates with the Company or a
Restricted Subsidiary;
(4) the Lien is on property at the time the Company or a Restricted
Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity and
secures (a) payments pursuant to a contract or statute or (b)
Debt incurred to finance all or some of the purchase price or
cost of construction or improvement of the property subject to
the Lien;
(8) the Lien extends, renews or replaces in whole or in part a Lien
("existing Lien") permitted by any of clauses (1) through (7).
The Lien may not extend beyond (a) the property subject to the
existing Lien and (b) improvements and construction on such
property. However, the Lien may extend to property that at the
time is not Restricted Property. The Debt secured by the Lien
may not exceed the Debt secured at the time by the existing
Lien unless the existing Lien or a predecessor Lien was
incurred under clause (1) or (6); or
(9) the Debt plus all other Debt secured by Liens on Restricted
Property at the time does not exceed 10% of Consolidated Net
Tangible Assets. However, the following Debt shall be excluded
from all other Debt in the determination: (a) Debt secured by a
Lien permitted by any of clauses (1) through (8) and (b) Debt
secured by a Lien incurred prior to the date of the Indenture
that would have been permitted by any of those clauses if the
Indenture had been in effect at the time the Lien was incurred.
Attributable Debt for any lease permitted by clause (4) of the
"Limitation on Sale and Leaseback" covenant must be included in
the determination and treated as Debt secured by a Lien on
Restricted Property not otherwise permitted by any of clauses
(1) through (8).
In general, clause (9) above, sometimes called a "basket" clause,
permits Liens to be incurred that are not permitted by any of the exceptions
enumerated in clauses (1) through (8) above if the Debt secured by all such
additional Liens does not exceed 10% of Consolidated Net Tangible Assets at
the time. At June 30, 1995, Consolidated Net Tangible Assets were
$4,421,000,000. At that date, additional Liens securing Debt equal to 10% of
that amount could have been incurred under clause (9).
Limitation on Sale and Leaseback. The Company will not, and will
not permit any Restricted Subsidiary to, enter into a Sale-Leaseback
Transaction unless:
(1) the lease has a term of three years or less;
(2) the lease is between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries;
(3) the Company or a Restricted Subsidiary under clauses (2)
through (8) of the "Limitation on Liens" covenant could create
a Lien on the property to secure Debt at least equal in amount
to the Attributable Debt for the lease;
(4) the Company or a Restricted Subsidiary under clause (9) of the
"Limitation on Liens" covenant could create a Lien on the
property to secure Debt at least equal in amount to the
Attributable Debt for the lease; or
(5) the Company or a Restricted Subsidiary within 180 days of the
effective date of the lease retires Long-Term Debt of the
Company or a Restricted Subsidiary at least equal in amount to
the Attributable Debt for the lease. A Debt is retired when it
is paid, canceled or defeased. However, the Company or a
Restricted Subsidiary may not receive credit for retirement of:
Debt that is retired at maturity or through mandatory
redemption; Debt of the Company that is subordinated to the
Securities; or Debt, if paid in cash, that is owned by the
Company or a Restricted Subsidiary.
In clauses (3) and (4) above, Sale-Leaseback Transactions and Liens
are treated as equivalents. Thus, if the Company or a Restricted Subsidiary
could create a Lien on a property, it may enter into a Sale-Leaseback
Transaction to the same extent.
Successor Obligor
The Company will not consolidate with or merge into, or transfer all
or substantially all of its assets to, any person, unless (1) the person is
organized under the laws of the United States or a State thereof; (2) the
person assumes by supplemental indenture all the obligations of the Company
under the Indenture, the Securities and any coupons; (3) immediately after the
transaction no Default (as defined) exists; and (4) if, as a result of the
transaction, a Restricted Property would become subject to a Lien not
permitted by the "Limitation on Liens" covenant, the Company or such person
secures the Securities equally and ratably with or prior to all obligations
secured by the Lien.
The successor will be substituted for the Company, and thereafter
all obligations of the Company under the Indenture, the Securities and any
coupons shall terminate.
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender
of the registered Securities at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of the agent.
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer Securities
may be exchanged for an equal aggregate principal amount of registered or
bearer Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the bearer Securities with
all unpaid coupons relating thereto (except as may otherwise be provided in
the Securities) at an agency of the Company maintained for such purpose and
upon fulfillment of all other requirements of the agent. As of the date of
this Prospectus, it is expected that the terms of a series of Securities will
not permit registered Securities to be exchanged for bearer Securities.
Defaults and Remedies
An "Event of Default" with respect to a series of Securities will
occur if:
(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and payable
and the Default continues for a period of 10 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable
at maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues
for 90 days after the notice specified below;
(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in
an involuntary case,
(C) consents to the appointment of a Custodian for it or for
all or substantially all of its property, or
(D) makes a general assignment for the benefit of its
creditors;
(5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian for the Company or for all or
substantially all of its property, or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect
for 60 days; or
(6) any other Event of Default provided for in the series occurs.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
A Default under clause (3) is not an Event of Default until the
Trustee or the holders of at least 25% in principal amount of the series
notify the Company of the Default and the Company does not cure the Default
within the time specified after receipt of the notice. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Securities of the series. Subject to certain limitations, holders of a
majority in principal amount of the Securities of the series may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders of the series notice of any continuing default (except a
default in payment of principal or interest) if it determines that withholding
notice is in their interest.
The Indenture does not have a cross-default provision. Thus, a
default by the Company or a Subsidiary on any other debt would not constitute
an Event of Default.
Amendments and Waivers
Unless the bond resolution establishing the terms of a series
otherwise provides, the Indenture and the Securities or any coupons of the
series may be amended, and any default may be waived as follows: The
Securities and the Indenture may be amended with the consent of the holders of
a majority in principal amount of the Securities of all series affected voting
as one class. As discussed above under "General," the Company has the right
to issue an unlimited amount of Securities under the Indenture. A default on
a series may be waived with the consent of the holders of a majority in
principal amount of the Securities of the series. However, without the
consent of each Securityholder affected, no amendment or waiver may (1) reduce
the amount of Securities whose holders must consent to an amendment or waiver,
(2) reduce the interest on or change the time for payment of interest on any
Security, (3) change the fixed maturity of any Security, (4) reduce the
principal of any non-Discounted Security or reduce the amount of principal of
any Discounted Security that would be due on acceleration thereof, (5) change
the currency in which principal or interest on a Security is payable or (6)
waive any default in payment of interest on or principal of a Security.
Without the consent of any Securityholder, the Indenture, the Securities or
any coupons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company obligations to
Securityholders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions of the Indenture not apply to
a series of Securities not previously issued; to create a series and establish
its terms; to provide for a separate Trustee for one or more series; or to
make any change that does not materially adversely affect the rights of any
Securityholder.
Legal Defeasance and Covenant Defeasance
Securities of a series may be defeased in accordance with their
terms and, unless the bond resolution establishing the terms of the series
otherwise provides, as set forth below. The Company at any time may terminate
as to a series all of its obligations (except for certain obligations with
respect to the defeasance trust and obligations to register the transfer or
exchange of a Security, to replace destroyed, lost or stolen Securities and
coupons and to maintain agencies in respect of the Securities) with respect to
the Securities of the series and any related coupons and the Indenture ("legal
defeasance"). The Company at any time may terminate as to a series its
obligations with respect to the Securities and coupons of the series under the
covenants described under "Certain Covenants" ("covenant defeasance").
The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company
exercises its legal defeasance option, a series may not be accelerated because
of an Event of Default. If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to the covenants
described under "Certain Covenants."
To exercise either option as to a series, the Company must deposit
in trust (the "defeasance trust") with the Trustee money or U.S. Government
Obligations for the payment of principal, premium, if any, and interest on the
Securities of the series to redemption or maturity and must comply with
certain other conditions. In particular, the Company must obtain an opinion
of tax counsel that the defeasance will not result in recognition of any gain
or loss to holders for Federal income tax purposes. "U.S. Government
Obligations" are direct obligations of the United States of America which have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.
Global Securities
Global Securities may be issued in registered, bearer or
uncertificated form and in either temporary or permanent form. If Securities
of a series are to be issued as global Securities, one or more global
Securities will be issued in a denomination or aggregate denominations equal
to the aggregate principal amount of outstanding Securities of the series to
be represented by such global Security or Securities.
Ownership of beneficial interests in global Securities will be
limited to persons that have accounts with the Depositary ("participants") or
persons that may hold interests through participants. Ownership interests in
global Securities will be shown on, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary
or its nominee for such global Securities (with respect to a participant's
interest) and records maintained by participants (with respect to interests of
persons other than participants).
Unless otherwise indicated in a Prospectus Supplement, payment of
principal of and any premium and interest on the book-entry Securities
represented by a global Security will be made to the Depositary or its
nominee, as the case may be, as the sole registered owner and the sole holder
of the book-entry Securities represented thereby for all purposes under the
Indenture. Neither the Company or the Trustee, nor any agent of the Company
or the Trustee, will have any responsibility or liability for any acts or
omissions of the Depositary, for any records of the Depositary relating to
beneficial ownership interests in any global Security or for any transactions
between the Depositary and beneficial owners.
Upon receipt of any payment of principal of or any premium or
interest on a global Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, the accounts of participants with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such global Security as shown on the records of the
Depositary. Payments by participants to owners of beneficial interests in
global Securities held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for customer accounts registered in "street name," and will be the sole
responsibility of such participants.
Unless otherwise stated in a Prospectus Supplement, global
Securities will not be transferred except as a whole by the Depositary to a
nominee of the Depositary. Global Securities will be exchangeable only if (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for such global Securities or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), (ii) the Company in its sole discretion
determines that such global Securities shall be exchangeable for definitive
Securities in registered form, or (iii) an Event of Default with respect to
the series of Securities represented by such global Securities has occurred
and is continuing. Any global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for Registered Securities issuable in
denominations of $1,000 and integral multiples thereof and registered in such
names as the Depositary holding such global Security shall direct. Subject to
the foregoing, the global Security is not exchangeable, except for a global
Security of like denomination to be registered in the name of the Depositary
or its nominee.
So long as the Depositary for global Securities of a series, or its
nominee, is the registered owner of such global Securities, such Depositary or
such nominee, as the case may be, will be considered the sole holder of
Securities represented by such global Securities for the purposes of receiving
payment on such global Securities, receiving notices and for all other
purposes under the Indenture and such global Securities. Except as provided
above, owners of beneficial interests in global Securities of a series will
not be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the holders thereof for any purpose
under the Indenture. Accordingly, each person owning a beneficial interest in
a global Security must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the Indenture. The Depositary may grant proxies and otherwise authorize
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the Indenture. The Company understands that under existing
industry practices, in the event that the Company requests any action of
holders or that an owner of a beneficial interest in such a global Security
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary would authorize the participants holding
the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Unless otherwise specified in a Prospectus Supplement relating to
Securities of a series to be issued as global Securities, the Depositary will
be The Depository Trust Company ("DTC"). DTC has advised the Company that it
is a limited-purpose trust company organized under the law of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Exchange Act. DTC was created to hold the securities of
its participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. DTC's participants
include securities brokers and dealers (which may include the underwriters,
dealers or agents with respect to the Securities), banks, trust companies,
clearing corporations, and certain other organizations, some of whom (and/or
their representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant either
directly or indirectly.
Trustee
The Trustee for a series of Securities will be named in the
Prospectus Supplement for the series.
The Company may remove the Trustee if certain events occur. The
Company also may remove the Trustee with or without cause if the Company so
notifies the Trustee six months in advance and if no Default occurs during the
six-month period.
PLAN OF DISTRIBUTION
The Company may sell Securities in any of the following ways: (1)
through underwriters or dealers; (2) directly to one or more purchasers; or
(3) through agents. The Prospectus Supplement with respect to the Securities
being offered thereby will set forth the terms of the offering of such
Securities, including the name or names of any underwriters or agents, the
purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts, commissions and other items constituting
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed. Any underwriter
or agent may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933 (the "Act").
If underwriters are used in the sale of Securities, such Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either
through underwriting syndicates (which may be represented by managing
underwriters designated by the Company), or directly by one or more
underwriters acting alone. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
offered thereby will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all such Securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement with
respect to any Securities sold in this manner will set forth the name of any
agent involved in the offer or sale of the Securities as well as any
commissions payable by the Company to such agent. Unless otherwise indicated
in the Prospectus Supplement, any such agent is acting on a best efforts basis
for the period of its appointment.
If dealers are utilized in the sale of any Securities, the Company
will sell the Securities to the dealers, as principal. Any dealer may then
resell the Securities to the public at varying prices to be determined by the
dealer at the time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with respect to the
Securities being offered thereby.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject only to those conditions set forth
in the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for the solicitation of such contracts.
It has not been determined whether any Securities will be listed on
a securities exchange. Underwriters will not be obligated to make a market in
any Securities. The Company cannot predict the activity of trading in, or
liquidity of, any Securities.
Agents, underwriters and dealers may be entitled, under agreements
entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the Act or to
contribution with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents, underwriters and
dealers may be customers of, engage in transactions with, or perform services
for the Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be
passed upon for the Company by Joseph E. Geoghan, a director and Vice-
President, General Counsel and Secretary of the Company or by Phyllis Savage,
Chief Finance and Securities Counsel of the Company, or by other counsel to be
named in a Prospectus Supplement, and for the agents, underwriters and dealers
by counsel to be named in a Prospectus Supplement. At August 31, 1995,
Mr. Geoghan owned 24,860 shares of the Company's common stock and 3,068 shares
of its ESOP Convertible Preferred Stock and Ms. Savage owned 451 shares of the
Company's common stock and 1,541 shares of its ESOP Convertible Preferred
Stock. At August 31, 1995, Mr. Geoghan held options to purchase 266,000
shares of the Company's common stock and Ms. Savage held options to purchase
22,400 shares of the Company's common stock.
EXPERTS
The Company's consolidated financial statements and schedules as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994 incorporated by reference herein have been
incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The reports of KPMG Peat
Marwick LLP refer to changes in accounting for postemployment benefits in 1993
and accounting for postretirement benefits other than pensions and accounting
for income taxes in 1992.
The consolidated financial statements of UOP for each of the three
years in the period ended December 31, 1993 incorporated in this Prospectus by
reference to the Company's 1994 Annual Report on Form 10-K for the year ended
December 31, 1994, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The combined balance sheet of Polimeri Europa S.r.l. as of December
31, 1994 and the combined statements of income and cash flows for the year
ended December 31, 1994 incorporated in this Prospectus by reference to the
Company's report on Form 8-K/A, filed May 26, 1995, have been incorporated
herein in reliance on the report of Coopers & Lybrand s.a.s., independent
auditors on the authority of that firm as experts in auditing and accounting.
As indicated in its report, Coopers & Lybrand s.a.s. performed the audit under
auditing standards established in Italy and the combined financial statements
have been prepared in accordance with accounting principles generally accepted
in Italy.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $137,932
Accounting fees and expenses.............. 25,000
Legal fees and expenses................... 35,000
Trustee's fees and expenses............... 12,000
Blue sky fees and expenses................ 15,000
Printing expenses......................... 50,000
Miscellaneous............................. 25,068
Total..................................... $300,000
_______________
*Except for SEC filing fee, all expenses are estimated.
Item 15. Indemnification of Directors and Officers.
Sections 721 through 726 of the New York Business Corporation Law
provide for indemnification of directors and officers. If a director or
officer is successful on the merits or otherwise in a legal proceeding, he
must be indemnified to the extent he was successful. Further, indemnification
is permitted in both third-party and derivative suits if he acted in good
faith and for a purpose he reasonably believed was in the best interests of
the Company, and if, in the case of a criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
Indemnification under this provision applies to judgments, fines,
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case
of derivative actions. In a derivative action, however, a director or officer
may not be indemnified for amounts paid to settle such a suit or for any
claim, issue or matter as to which such person shall have been adjudged liable
to the Company absent a court determination that the person is fairly and
reasonably entitled to indemnity.
Notwithstanding the failure of the Company to provide
indemnification and despite any contrary resolution of the board or
shareholders, indemnification shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.
Under New York law, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts in
the event the recipient is ultimately found not to be entitled to
indemnification. The advance is conditioned only upon receipt of the
undertaking and not upon a finding that the officer or director has met the
applicable indemnity standards.
Article V of the Company's By-Laws requires it to indemnify each of
its past, present and future directors, officers and employees to the fullest
extent permitted by law for any and all costs and expenses resulting from or
relating to any suit or claim arising out of his service to the Company or to
other organizations at the Company's request.
The Company has entered into indemnity agreements with each of its
directors and officers which require the Company, among other things, to
indemnify each director or officer for all costs and expenses of suits and
claims (to the fullest extent permitted by law), and to advance to each
director or officer the costs and expenses of defending any suit or claim if
such director or officer undertakes to pay back such advances to the extent
required by law. These provisions do not apply to any suit or claim
voluntarily commenced by the director or officer against the Company, unless
the institution of such proceeding was approved by a majority of the Board of
Directors or the director or officer is successful on the merits in such
proceeding.
Section 402 of the New York Business Corporation Law permits a New
York corporation to include in its certificate of incorporation provisions
eliminating the personal liability of directors to the corporation or its
shareholders for any breach of duty in such capacity unless a judgment or
final adjudication adverse to the director that his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that he personally gained a financial profit or other advantage to which he
was not legally entitled or his acts violated Section 719 of the New York
Business Corporation Law. The certificate of incorporation of the Company
contains a provision eliminating the personal liability of its directors to
the Company or its shareholders except to the extent such liability may not be
eliminated by law.
The Company carries directors' and officers' insurance which covers
its directors and officers against certain liabilities they may incur when
acting in their capacity as directors or officers of the Company. In
addition, Section 6 of the Underwriting Agreement (Exhibit 1 hereto) provides
for the indemnification of the officers and directors of the Company against
certain liabilities.
Item 16. Exhibits.
All exhibits were previously filed except as indicated.
1 Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement). (Filed herewith.)
4.1.1 Form of Indenture to be used by the Company to issue Debt Securities
of the Company in series. See Exhibit 1 of Post-Effective Amendment
No. 1 to Registration No. 33-63412, which is incorporated by
reference herein.
4.1.2 Indenture, dated as of June 1, 1995, between the Company and
Chemical Bank, Trustee.
4.1.3 Indenture, dated as of August 1, 1992, between the Company and
Chemical Bank, Trustee. See Exhibit 4.1.1 of Registration No.
33-55560, which is incorporated by reference herein.
4.2 Forms of Debt Securities (see Exhibits A and B to Exhibit 4.1.1
above).
5 Opinion of Phyllis Savage, Chief Finance and Securities Counsel of
the Company.
12 Statement re Computation of Ratio of Earnings to Fixed Charges of
the Company - Five Years ended December 31, 1994 and Six Months
ended June 30, 1995. (Filed herewith.)
23.1.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.1.2 Consent of Price Waterhouse LLP, independent accountants.
23.1.3 Consent of Coopers & Lybrand s.a.s., independent auditors
23.2 Consent of Counsel (included in Exhibit 5).
24 Powers of attorney (included on the signature pages hereof).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of Chemical Bank, Trustee.
25.1.1 Consolidated Report of Condition of Chemical Bank, Trustee
as of June 30, 1995. (Filed herewith.)
25.2 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Bank of New York, Trustee.
25.2.1 Consolidated Report of Condition of The Bank of New York, Trustee
as of June 30, 1995. (Filed herewith.)
Item 17. Undertakings.
The Company undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment
is contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein
by reference;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, unless the information required
to be included in such post-effective amendment is
contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein
by reference; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of an annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15
above, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Union Carbide Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Danbury, Connecticut, on
September 8, 1995.
UNION CARBIDE CORPORATION
By /s/John K. Wulff
John K. Wulff
Vice-President and Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title
*Robert D. Kennedy Director and Chairman
Robert D. Kennedy of the Board
*William H. Joyce Director, Chief Executive
William H. Joyce Officer, President and Chief
Operating Officer
*Joseph E. Geoghan Director,
Joseph E. Geoghan Vice-President,
General Counsel
and Secretary
*Gilbert E. Playford Vice-President
Gilbert E. Playford and Principal Financial
Officer
/s/John K. Wulff Vice-President,
John K. Wulff Controller and
Principal Accounting
Officer
*John J. Creedon Director
John J. Creedon
*C. Fred Fetterolf Director
C. Fred Fetterolf
Signature Title
*Rainer E. Gut Director
Rainer E. Gut
*James M. Hester Director
James M. Hester
Director
Vernon E. Jordan, Jr.
*Ronald L. Kuehn, Jr. Director
Ronald L. Kuehn, Jr.
*Rozanne L. Ridgway Director
Rozanne L. Ridgway
*William S. Sneath Director
William S. Sneath
* By /s/John K. Wulff_________ September 8, 1995
John K. Wulff
Attorney-in-fact
______________________________________________________________________________
Registration No. 33-60705
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
The Securities Act of 1933
______________________
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
INDEX TO EXHIBITS
Exhibit Sequential
Number Page Number
1 Form of Standard Underwriting Agreement
Provisions (including form of Terms Agreement).
12 Statement re Computation of Ratio of Earnings to Fixed
Charges of the Company - Five Years ended December 31, 1994
and Six Months ended June 30, 1995.
25.1.1 Consolidated Report of Condition of Chemical Bank,
Trustee as of June 30, 1995.
25.2.1 Consolidated Report of Condition of The Bank of New York,
Trustee as of June 30, 1995.
- 1 -
EX-1
2
EXHIBIT 1
EXHIBIT 1
September 1995
UNION CARBIDE CORPORATION
DEBT SECURITIES
STANDARD UNDERWRITING AGREEMENT PROVISIONS
1. Introductory. Union Carbide Corporation, a New York corporation
(the "Company"), proposes to issue and sell from time to time certain of its
debt securities registered under the registration statement referred to in
Section 2(a) ("Registered Securities"). The Registered Securities will be
issued under an indenture, dated as of [date] (such indenture as amended or
supplemented is herein referred to as the "Indenture"), between the Company
and [Name of Bank], as Trustee (the "Trustee"), in one or more series, which
series may vary as to interest rates, maturities, redemption provisions,
selling prices and other terms, with all such terms for any particular series
of the Registered Securities being determined at the time of sale. Particular
series of the Registered Securities will be sold pursuant to a Terms Agreement
referred to in Section 3, for resale in accordance with terms of offering
determined at the time of sale.
The Registered Securities involved in any such offering are
hereinafter referred to as the "Securities." The firm or firms which agree to
purchase the Securities are hereinafter referred to as the "Underwriters" of
such Securities, and the representative or representatives of the
Underwriters, if any, specified in a Terms Agreement referred to in Section 3
are hereinafter referred to as the "Representatives"; provided, however, that
if the Terms Agreement does not specify any representative of the
Underwriters, the term "Representatives," as used in this Agreement (other
than in clause 2 of the second sentence of Section 3), shall mean the
Underwriters.
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in the Terms
Agreement), which has become effective, for the registration under the
Act of the Registered Securities. Such registration statement, as
amended at the date of any Terms Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. Such registration statement, including
the exhibits thereto, as amended at the date of any Terms Agreement, is
hereinafter called the "Registration Statement" and the prospectus
included in the Registration Statement, supplemented as contemplated by
Section 3 to reflect the terms of the Securities and the plan of
distribution thereof, in the form in which it shall be filed with the
Commission pursuant to Rule 424(b), is hereinafter called the
"Prospectus." Any reference herein to the Registration Statement or the
Prospectus shall be deemed to include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under
the Securities Exchange Act of 1934 (the "Exchange Act") on or before
the date of any Terms Agreement or the date of the Prospectus, as the
case may be, and any reference herein to the terms "amend," "amendment"
or "supplement" with respect to the Registration Statement or the
Prospectus shall include the filing of any document under the Exchange
Act after the date of this Agreement or the date of the Prospectus, as
the case may be, deemed to be incorporated therein by reference.
(b) As of the date of any Terms Agreement, when the Prospectus is
first filed pursuant to Rule 424(b) under the Act, when, prior to the
Closing Date (as defined in Section 3), any amendment to the
Registration Statement becomes effective (including the filing of any
document incorporated by reference in the Registration Statement) and at
the Closing Date, (i) the Registration Statement, as amended as of any
such time, and the Prospectus, as amended or supplemented as of any such
time, and the Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the Exchange Act and the respective rules
thereunder and (ii) neither the Registration Statement, as amended as of
any such time, nor the Prospectus, as amended or supplemented as of any
such time, will contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; provided, however,
that the Company makes no representations or warranties as to (i) that
part of the Registration Statement which constitutes the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or supplement
thereto in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter specifically
for use in connection with the preparation of the Registration Statement
and the Prospectus.
(c) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of New York, and has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus, as amended or supplemented.
(d) Each significant subsidiary (as defined in Regulation S-X of
the Commission) of the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority
to own its property and to conduct its business as described in the
Prospectus, as amended or supplemented.
(e) The applicable Terms Agreement has been duly authorized,
executed and delivered by the Company.
(f) The Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by fraudulent transfer,
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(g) The Securities have been duly authorized by the Company and,
when executed and authenticated in accordance with the Indenture and
delivered to and duly paid for by the purchasers thereof, will be
entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, enforceable in accordance with their
respective terms except as (i) the enforceability thereof may be limited
by fraudulent transfer, bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability.
(h) The Delayed Delivery Contracts (as defined below), if any,
have been duly authorized, executed and delivered by the Company and are
valid and binding agreements of the Company, enforceable in accordance
with their respective terms except as (i) the enforceability thereof may
be limited by fraudulent transfer, bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(i) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the applicable
Terms Agreement, the Indenture, the Securities and any Delayed Delivery
Contract does not and will not contravene any provision of applicable
law or the certificate of incorporation or by-laws of the Company or any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries, taken
as a whole, or any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any of its
subsidiaries, and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under the applicable Terms
Agreement, the Securities, the Indenture or any Delayed Delivery
Contract, except such as may be required by the securities or Blue Sky
laws of the various states in connection with offer and sale of the
Securities.
(j) There has not been any material adverse change in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus.
(k) The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in
the Investment Company Act of 1940, as amended.
(l) There are no legal or governmental proceedings pending or, to
the knowledge of the Company, threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described or any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed or incorporated by reference as exhibits to
the Registration Statement that are not described, filed or incorporated
as required.
3. Purchase and Offering of Securities. The obligation of the
Underwriters to purchase the Securities will be evidenced by an exchange of
written communications ("Terms Agreement") at the time the Company determines
to sell the Securities. The Terms Agreement will incorporate by reference the
provisions of this Agreement, except as otherwise provided therein, and will
specify (1) the firm or firms which will be Underwriters, (2) the names of any
Representatives, (3) the principal amount of Securities to be purchased by
each Underwriter and the purchase price to be paid by the Underwriters, (4)
the terms of the Securities not already specified in the Indenture, (5)
whether any of the Securities may be sold to institutional investors pursuant
to Delayed Delivery Contracts (as defined below), (6) the time and date on
which delivery of the Securities will be made to the Representatives for the
accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price in New York
Clearing House funds (such time and date, or such other time and date not
later than seven full business days thereafter as the Representatives and the
Company agree to as to time and date for payment and delivery, being herein
and in the Terms Agreement referred to as the "Closing Date") and (7) the
place of delivery and payment.
The obligations of the Underwriters to purchase the Securities
will be several and not joint. The Securities delivered to the Underwriters
on the Closing Date will be in definitive fully registered form, in such
denominations and registered in such names as the Representatives may request.
Certificates for the Securities shall be registered in such names
and in such denominations as the Representatives may request not less than
three full Business Days in advance of the Closing Date.
If the Terms Agreement provides for sales of Securities pursuant
to Delayed Delivery Contracts, the Company authorizes the Underwriters to
solicit offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date
the Company will pay, as compensation, to the Representatives for the accounts
of the Underwriters, the fee set forth in such Terms Agreement in respect of
the principal amount of Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities"). The Underwriters will not have any
responsibility in respect of the validity or the performance of any Delayed
Delivery Contract. If the Company executes and delivers a Delayed Delivery
Contract, the Contract Securities will be deducted from the Securities to be
purchased by the several Underwriters and the aggregate principal amount of
Securities to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the extent that the
Representatives determine that such reduction shall be otherwise than pro rata
and so advise the Company. The Company will advise the Representatives not
later than the business day prior to the Closing Date of the principal amount
of Contract Securities.
4. Certain Agreements of the Company. The Company agrees with the
several Underwriters that it will furnish to counsel for the Underwriters,
without charge, one signed copy of the Registration Statement, including all
exhibits, in the form it became effective and of all amendments thereto and
that, in connection with each offering of Securities:
(a) At any time when a prospectus relating to the Securities is
required to be delivered under the Act, before amending or supplementing
the Registration Statement or the Prospectus with respect to the
Securities, the Company will furnish to the Representatives a copy of
such proposed amendment or supplement and will not file any such
proposed amendment or supplement to which the Representatives reasonably
object. The Company will also advise the Representatives promptly of
the filing of any such amendment or supplement and of the institution by
the Commission of any stop order proceedings in respect of the
Registration Statement and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs or a condition
exists as a result of which the Prospectus, as then amended or
supplemented, would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made
when the Prospectus was delivered, not misleading, or if it is necessary
at any time to amend the Prospectus to comply with the Act, the Company
promptly will prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance.
(c) As soon as practicable after the date of each Terms Agreement,
the Company will make generally available to their security holders an
earnings statement that satisfies the provisions of Section 11(a) of the
Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives copies of the
Registration Statement, including all exhibits, any related preliminary
prospectus, any related preliminary prospectus supplement, the
Prospectus and all amendments and supplements to such documents, in each
case as soon as available and in such quantities as are reasonably
requested.
(e) The Company will arrange for the qualification of the
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long as
required for the distribution; provided that the Company shall not be
required to qualify to do business in any jurisdiction where it is not
now qualified or to file a general consent to service of process in any
jurisdiction.
(f) The Company will pay all expenses incident to the performance
of its obligations under this Agreement and will reimburse the
Underwriters for any reasonable expenses (including the fees and
disbursement of counsel) incurred by them in connection with
qualification of the Registered Securities for sale and determination of
their eligibility for investment under the laws of such jurisdictions as
the Representatives may designate, the printing of memoranda relating
thereto, any filing fees of the National Association of Securities
Dealers, Inc., relating to the Securities and for reasonable expenses
incurred in distributing the Prospectus, any preliminary prospectuses
and any prospectus supplements to Underwriters.
(g) Between the date of any Terms Agreement and the Closing Date
specified in such agreement, the Company will not, without the
Representatives' prior consent, offer, sell, contract to sell or
otherwise dispose of debt securities of the Company pursuant to the
Registration Statement or any other registration statement filed by the
Company under the Act, which debt securities have a maturity of more
than one year from the date of issue, except that the Company may offer,
sell, contract to sell or otherwise dispose of obligations of the
Company in respect of industrial revenue bonds or similar securities
exempt from federal income taxes.
5. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
will be subject to the accuracy of the representations and warranties on the
part of the Company herein, to the accuracy of the statements of officers of
the Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions precedent:
(a) The Representatives shall have received a letter, dated the
Closing Date, of KPMG Peat Marwick, in form and substance reasonably
satisfactory to the Representatives containing statements and
information of the type customarily included in accountants "comfort
letters" with respect to the financial statements and certain financial
information contained or incorporated by reference in the Prospectus.
(b) No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Company, shall be contemplated by the Commission.
(c) Subsequent to the execution of the Terms Agreement, there shall
not have occurred (i) any change in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Prospectus, which is material and adverse; (ii) any downgrading in, or
notice of any proposal to downgrade, the rating of the Company's debt
securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act) or
any public announcement that any such organization has under
surveillance or review with negative implications or without indicating
the direction of the possible change the rating of the Company's debt
securities; (iii) any suspension or limitation of trading in securities
generally on or by the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the
Chicago Board Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, or any setting of minimum prices for trading on
such exchange; or (iv) any suspension of trading of any securities of
the Company on any exchange; (v) any banking moratorium declared by
Federal or New York authorities; or (vi) the outbreak or escalation of
hostilities involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any such event
set forth in (i) through (vi), in the judgment of the Representatives,
makes it impractical or inadvisable to proceed with the public offering
or the delivery of the Securities on the terms and in the manner
contemplated by the Prospectus.
(d) The Representatives shall have received an opinion, dated the
Closing Date, of [Name], General Counsel of the Company, or other
counsel to the Company acceptable to the Representatives substantially
in the form of Exhibit A.
(e) The Representatives shall have received from Davis Polk &
Wardwell, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, substantially in the form of Exhibit B, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(f) The Representatives shall have received certificates, dated the
Closing Date, of the President or any Vice-President and a principal
financial or accounting officer of the Company in which such officers,
to the best of their knowledge, shall state that (i) the representations
and warranties of the Company in this Agreement are true and correct,
that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date, (ii) no stop order suspending the
effectiveness of the Registration Statement or of any part thereof has
been issued and no proceedings for that purpose have been instituted or
are contemplated by the Commission and (iii) subsequent to the date of
the most recent financial statements in the Prospectus, and there has
been no material adverse change in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and
its subsidiaries taken as a whole except as set forth in or contemplated
by the Prospectus or as described in such certificate.
6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the Act
or Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or in any
amendment thereof or the Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Underwriter furnished in writing to the
Company by such Underwriter expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act and each other Underwriter and any person controlling such
Underwriter within the meaning of either Section 15 of the Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Underwriter, but only with reference to information relating
to such Underwriter furnished to the Company by such Underwriter in writing
expressly for use in the Registration Statement or the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify each person against
whom such indemnity may be sought (the "indemnifying party") in writing and
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by the Representatives, in the case of parties indemnified pursuant to
paragraph (a) above, and by the Company, in the case of parties indemnified
pursuant to paragraph (b) above. The indemnifying party shall not be liable
for any settlement of any proceeding in respect of which the indemnified party
is entitled to indemnification pursuant to paragraph (a) or (b) above effected
without its written consent (which consent shall not be unreasonably
withheld), but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. An indemnifying party shall not without the prior written consent
of the indemnified party (which consent shall not be unreasonably withheld)
effect any settlement releasing the indemnifying party from any pending or
threatened litigation, proceeding or claim in respect of which any indemnified
party is or could have been a party and for which such indemnified party would
have been entitled to indemnity hereunder, unless such settlement includes an
unconditional release of all indemnified parties from all liability with
respect to claims which are the subject matter of such litigation, proceeding
or claim or which relate to or arise out of the same or substantially similar
facts or circumstances.
(d) If the indemnification provided for in paragraph (a) or (b)
of this Section 6 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein in
connection with any offering of Securities, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and each Underwriter on the other from the offering of such
Securities or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and each Underwriter on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other in connection with the offering of such
Securities shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of such Securities (before deducting
expenses) received by the Company bear to the total discounts and commissions
received by the Underwriters. The relative fault of the Company on the one
hand and of each Underwriter on the other shall be determined by reference to,
among other things, whether the untrue or allegedly untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by such Underwriter and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective principal amounts of Securities purchased by each
Underwriter and not joint.
(e) The Company and each Underwriter agree that it would not be
just or equitable if contribution pursuant to this Section 6 were determined
by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth in paragraph (c)
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities referred to in paragraph (d) above that were
purchased through such Underwriter exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities under the Terms Agreement
and the aggregate principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10%
of the total principal amount of the Securities, the Representatives may make
arrangements satisfactory to the Company for the purchase of such Securities
by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
under such Terms Agreement, to purchase the Securities that such defaulting
Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of the Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of the Securities and arrangements satisfactory to the
Representatives and the Company for the purchase of such Securities by other
persons are not made within 36 hours after such default, such Terms Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Company, except as provided in Section 8. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter
under this Section. Nothing herein will relieve a defaulting Underwriter
from liability for its default. The respective commitments of the several
Underwriters for the purposes of this Section shall be determined without
regard to reduction in the respective Underwriters' obligations to purchase
the principal amount of the Securities set forth opposite their names in the
Terms Agreement as a result of Delayed Delivery Contracts entered into by the
Company.
The agreements set forth in this Section will not apply if the
Terms Agreement specifies that such agreements will not apply.
8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, its officers and of the several Underwriters set
forth in or made pursuant to any Terms Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the result
thereof, made by or on behalf of any Underwriter, the Company or any of their
respective representatives, officers or directors or any controlling person,
and will survive delivery of and payment for the Securities. If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the
purchase of the Securities by the Underwriters under the Terms Agreement is
not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 4 and the respective obligations
of the Company and the Underwriters pursuant to Section 6 shall remain in
effect. If the purchase of the Securities by the Underwriters is not
consummated for any reason other than the termination of the Terms Agreement
pursuant to Section 7 or the occurrence of any event specified in clause
(iii), (iv) or (v) of Section 5(c), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including reasonable fees and
disbursement of counsel) reasonably incurred by them in connection with the
offering of the Securities.
9. Notices. All communications hereunder will be in writing, may be
sent by mail, facsimile, telegraphed and confirmed or otherwise delivered, if
to the Underwriters, at their addresses furnished to the Company in writing
for the purpose of communications hereunder, and if to the Company, at Union
Carbide Corporation, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001,
Attention: Treasurer.
10. Successors. Any Terms Agreement will inure to the benefit of and
be binding upon the Company and such Underwriters as are identified therein
and their respective successors and the officers and directors and controlling
persons referred to in Section 6, and no other person will have any right or
obligation hereunder.
11. Applicable Law. The Terms Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
ANNEX I
DELAYED DELIVERY CONTRACT
__________, 199_
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from Union Carbide
Corporation, a New York corporation (the "Company"), and the Company agrees to
sell to the undersigned,
$_________________
principal amount of the Company's [Insert title of securities] (the
"Securities") offered by the Company's Prospectus dated ___________, 199_ and
a Prospectus Supplement dated ___________, 199_ relating thereto, receipt of
copies of which is hereby acknowledged, at ___% of the principal amount
thereof plus accrued interest, if any, from ___________, 199_, and on the
further terms and conditions set forth in this Delayed Delivery Contract
("Contract").
The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the principal amounts
set forth below:
Delivery Date Principal Amount
Each of such delivery dates is hereinafter referred to as a "Delivery Date."
Payment for the Securities that the undersigned has agreed to purchase
for delivery on each Delivery Date shall be made to the Company or its order
by certified or official bank check in New York Clearing House (next day)
funds at the office of ____________________________ at 10:00 A.M. on such
Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned on such Delivery Date in definitive fully
registered form and in such denominations and registered in such names as the
undersigned shall designate by written or telegraphic communication addressed
to the Company not less than five business days prior to such Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract subject to the first paragraph hereof with respect
to the accrual of interest; that the obligation of the Company to make
delivery of and accept payment for, and the obligation of the undersigned to
take delivery of and make payment for, Securities on each Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at such Delivery Date be prohibited under the laws of any jurisdiction in
the United States to which the undersigned is subject and (2) the Company
shall have sold to the Underwriters the principal amount of the Securities
less the principal amount thereof covered by this and other similar Contracts.
The undersigned represents that its investment in the Securities is not, as of
the date hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject and which governs such investment.
Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on
a first-come, first-served basis. If this Contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below
and mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below. This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or delivered.
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
Very truly yours,
______________________________
(NAME OF PURCHASER)
By___________________________
Name:
Title:
______________________________
______________________________
(Address of Purchaser)
Accepted, as of the above date
UNION CARBIDE CORPORATION
By __________________________
Name:
Title:
UNION CARBIDE CORPORATION
DEBT SECURITIES
TERMS AGREEMENT
____________, 199_
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, Connecticut 06817-0001
Attention:
Referring to the Debt Securities of Union Carbide Corporation (the
"Company") covered by the Company's Registration Statement on Form S-3 (No.
33-___________) (the "Registration Statement"), on the basis of the
representations, warranties and agreements contained in this Agreement, and
subject to the terms and conditions herein set forth, the Underwriters named
on Schedule A hereto ("Underwriters") agree to purchase, severally but not
jointly, and the Company agrees to sell to the Underwriters, $_____________
aggregate principal amount of ___% ____________ Due ____________ (the
"Securities") in the respective principal amounts set forth opposite the names
of the Underwriters on Schedule A hereto.
The price at which the Securities shall be purchased from the Company
by the Underwriters shall be ___% of the principal amount thereof [plus
accrued interest from _________, 199_]. The Securities will be offered as set
forth in the Prospectus Supplement relating thereto.
The Securities will have the following terms:
Title: _______________________
Interest Rate: ___% per annum
Interest Payment Dates: ____________ and _____________
commencing ___________, 199_
Maturity: _____________________
Other Provisions: as set forth in the Prospectus Supplement
relating to the Securities
Closing: __:__ A.M. on ___________, 199_, _______________, in New York
Clearing House ________________ (next day) funds.
Name[s] and Address[es] of Representative[s]:
The provisions contained in the Union Carbide Corporation Standard
Underwriting Agreement Provisions (May 1994 Edition), a copy of which has been
filed as Exhibit 1 to the Registration Statement, are incorporated herein by
reference, [except that the obligations and agreements set forth in Section 7
("Default of Underwriters") of the Underwriting Agreement shall not apply to
the obligations of the Underwriters to purchase the above Securities.]
The Securities will be made available for checking and packaging at
the office of ___________________________ at least 24 hours prior to the
Closing Date.
We represent that we are authorized to act for the several
Underwriters named in Schedule A hereto in connection with this financing and
any action under this agreement by any of us will be binding upon all the
Underwriters.
This Terms Agreement may be executed in one or more counterparts, all
of which counterparts shall constitute one and the same instrument.
If the foregoing is in accordance with your under- standing of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.
Very truly yours,
[NAMES OF REPRESENTATIVES
On behalf of themselves and
as Representatives of the
Several Underwriters
By: ___________________________
By: ___________________________
Name:
Title:
The foregoing Terms Agreement
is hereby confirmed as of the
date first above written
UNION CARBIDE CORPORATION
By: _________________________
Name:
Title:
SCHEDULE A
Principal
Underwriter Amount
. . . . . . . . . . . . . $
________
Total . . . . . . . . . . . .$_______
EXHIBIT A
[FORM OF OPINION OF COMPANY COUNSEL]
[Dated the Closing Date]
[Names and Addresses of Representatives]
Dear Sirs:
I have acted as counsel for Union Carbide Corporation, a New York
corporation (the "Company") in connection with the sale by the Company of
$______________ principal amount of its ___% _____________ Due ____________
(the "Securities") pursuant to the Terms Agreement dated _________, 199_ (such
agreement, together with the Standard Underwriting Agreement Provisions (May
1994 Edition) incorporated therein, is referred to herein as the "Terms
Agreement") between you and the Company. The Securities are to be issued under
an Indenture dated as of [Date] (the "Indenture") among the Company and [Name
of Bank], Trustee (the "Trustee").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as I have deemed necessary for the
purpose of rendering this opinion.
I have participated in the preparation of the registration statement
on Form S-3 (Registration No. 33-_________) filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
provisions of the Securities Act of 1933 (the "Act"), registering
$[_____________] aggregate initial offering price of debt securities to be
issued from time to time by the Company. In addition, I have examined
evidence that the Registration Statement was declared effective under the Act
and the Indenture was qualified under the Trust Indenture Act of 1939 (the
"Trust Indenture Act"), on ___________, 199_. Such registration statement as
amended at the date hereof (including the documents incorporated by reference
therein) is herein referred to as the Registration Statement and the related
prospectus (including the documents incorporated by reference therein)
together with the prospectus supplement dated ________, 199_ specifically
relating to the Securities, as filed with the Commission pursuant to Rule
424(b) under the Act, is herein referred to as the "Prospectus."
Based upon the foregoing, I am of the opinion that:
(A) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of New York,
and has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus, as amended or
supplemented.
(B) The Terms Agreement has been duly authorized, executed and
delivered by the Company [and any Delayed Delivery Contract has been
duly authorized, executed and delivered by the Company].
(C) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company
and is a valid and binding agreement of the Company, enforceable in
accordance with its terms.
(D) The Securities have been duly authorized and, when executed and
authenticated in accordance with the Indenture and delivered to and duly
paid for by you, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Company, enforceable in
accordance with their terms.
(E) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Terms
Agreement, the Securities and the Indenture [and any Delayed Delivery
Contract] will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement
or other instrument binding upon the Company or any of its subsidiaries
that is material to the Company and its subsidiaries, taken as a whole,
or, to the best of my knowledge, any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company
or any of its subsidiaries.
(F) No consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under the Terms Agreement,
the Securities or the Indenture except such as may be required by the
securities or Blue Sky laws of the various states in connection with the
offer and sale of the Securities.
(G) The statements in the Prospectus, as amended or supplemented,
under the captions "Description of Securities," and "Description of
[__________]," in each case insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to such
legal matters, documents and proceedings and fairly summarize the
matters referred to therein.
(H) The documents filed pursuant to the Securities Exchange Act of
1934 and incorporated by reference in the Prospectus (other than the
financial statements, related schedules and statistical information of a
financial nature contained or incorporated therein, as to which I have
not been asked to, and do not, express any opinion), when they became
effective or were filed with the Commission, as the case may be,
complied as to form in all material respects with the requirements of
the Act and the Securities Exchange Act of 1934, as applicable, and the
rules and regulations promulgated thereunder.
(I) The Registration Statement, as of its effective date, and the
Registration Statement and the Prospectus, as of the date hereof (other
than the Statement of Eligibility on Form T-1 of the Trustee, the
financial statements, related schedules and statistical information of a
financial nature contained or incorporated by reference therein, as to
which I have not been asked to, and do not, express any opinion),
complied as to form in all material respects with the requirements of
the Act and the rules and regulations promulgated thereunder.
The opinions set forth in paragraphs (C) and (D) above are qualified
insofar as enforceability may be limited by fraudulent transfer, bankruptcy,
insolvency or similar laws affecting creditors' rights generally and the
availability of equitable remedies may be limited by equitable principles of
general applicability.
I have participated in conferences, by person or by telephone, with
officers and other representatives of the Company, representatives of the
independent public accountants for the Company and your representatives and
your counsel, at which the contents of the Registration Statement and
Prospectus and related matters were discussed, and although I am not passing
upon and do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and
Prospectus, I advise you that on the basis of the foregoing (relying as to
materiality to a large extent upon the opinions of officers and other
representatives of the Company), no facts have come to my attention which lead
me to believe that at the time the Registration Statement became effective it
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus as of the date
hereof contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading (it being
understood that I have not been asked to, and do not, comment on the financial
statements, related schedules or statistical information of a financial nature
contained or incorporated therein or on any of the information contained in
the Statement of Eligibility on Form T-1 of the Trustee).
This opinion is limited to the federal laws of the United States of
America and the laws of the State of New York.
Very truly yours,
EXHIBIT B
[FORM OF OPINION OF COUNSEL FOR THE UNDERWRITERS]
[Dated the Closing Date]
[Names and Addresses of Representatives]
Dear Sirs:
We have acted as your counsel in connection with the sale by Union
Carbide Corporation, a New York corporation (the "Company"), of $____________
principal amount of its ___% ____________ Due ____________ (the
"Securities") and the purchase of the Securities by you, severally, pursuant
to a Terms Agreement dated _________, 199_ (such agreement, together with the
Union Carbide Corporation Standard Underwriting Agreement Provisions (May 1994
Edition) incorporated therein is referred to herein as the "Terms Agreement").
The Securities will be issued pursuant to the provisions of an indenture dated
as of [Date] (the "Indenture"), between the Company and [Name of Bank],
Trustee (the "Trustee").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion, including
those relating to the authorization, execution and delivery by the Company of
the Indenture and the Terms Agreement, and the authorization of the Securities
by the Company.
We have participated in the preparation of the registration statement
on Form S-3 (Registration No. 33-__________) (other than the documents
incorporated by reference in the prospectus included therein (the
"Incorporated Documents")) filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), registering $[__________]
aggregate initial offering price of debt securities to be issued from time to
time by the Company. Although we did not participate in the preparation of
the Incorporated Documents, we have reviewed such documents. In addition, we
have received oral confirmation that the registration statement was declared
effective under the Act and that the Indenture was qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), on ___________,
199_. Such registration statement (including the Incorporated Documents), as
amended at the date hereof, is herein referred to as the "Registration
Statement" and the related prospectus dated _________, 199_ (including the
Incorporated Documents), together with the prospectus supplement dated
__________, 199_ specifically relating to the Securities, as filed with the
Commission pursuant to Rule 424(b) under the Act, is herein referred to as the
"Prospectus."
We have assumed the conformity of the documents filed with the
Commission via the Electronic Data Gathering, Analysis and Retrieval System
("EDGAR"), except for required EDGAR formatting changes, to physical copies of
the documents delivered to the Underwriters and submitted for our examination.
Based upon the foregoing, we are of the opinion that:
(1) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability;
(2) The Securities have been duly authorized and established in
conformity with the provisions of the Indenture and, when the
Securities have been executed by the Company and authenticated by the
Trustee in accordance with the provisions of the Indenture and
delivered to and duly paid for by the purchasers thereof pursuant to
the Terms Agreement, they will be entitled to the benefits of such
Indenture and will be valid and binding obligations of the Company,
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability; and
(3) The Terms Agreement has been duly authorized, executed and
delivered by the Company.
We have considered the matters required to be included in the
Registration Statement and Prospectus and the information contained therein.
We are of the opinion that the statements in the Prospectus under the captions
"Description of Securities," "Description of [_________]," "Plan of
Distribution" and "Underwriters," insofar as such statements constitute
summaries of the documents referred to therein, fairly present the information
called for with respect to such documents.
We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Registration Statement or the Prospectus, but we have generally reviewed
and discussed with your representatives and with certain officers and
employees of, and counsel and independent public accountants for, the Company
the information furnished, whether or not subject to our check and
verification. On the basis of such consideration, review and discussion, but
without independent check or verification, except as stated, (1) no facts came
to our attention which lead us to believe that (except for financial
statements and schedules as to which we do not express any belief and except
for that part of the Registration Statement that constitutes the Statement of
Eligibility (Form T-1) of the Trustee) each part of the Registration
Statement, when such part became effective contained any untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (2) we are
of the opinion that the Registration Statement and Prospectus (except for
financial statements and schedules included therein as to which we do not
express any opinion) comply as to form in all material respects with the Act
and the applicable rules and regulations of the Commission thereunder and (3)
no facts came to our attention which lead us to believe that (except as to
financial statements and schedules as to which we do not express any belief)
the Prospectus as of the date hereof contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
We have examined the opinion dated the date hereof of [Name], counsel
for the Company, delivered to you pursuant to Section 5(d) of the Terms
Agreement, and we believe that such opinion is responsive to the requirements
of the Terms Agreement.
We have also examined the letter dated _________, 199_ of KPMG Peat
Marwick, independent certified public accountants, relating to the financial
statements and other information contained or incorporated by reference in the
Registration Statement and the other matters referred to in such letter,
delivered to you pursuant to Section 5(a) of the Terms Agreement. We
participated in discussions with your representatives and representatives of
KPMG Peat Marwick relating to the form of such letter, and we believe that it
is substantially in the form agreed to.
Very truly yours,
3
EX-12
3
EXHIBIT 12
Exhibit 12
Union Carbide Corporation and Subsidiaries
Ratio of Earnings to Fixed Charges
(Millions of dollars, except ratios)
June 30,
1995 1994 1993 1992 1991 1990
Income (loss) of consolidated
companies before provision for
income taxes - continuing
operations $608 $471 $227 $178 $(147) $365
Add (deduct):
Capitalized interest (9) (12) (10) (15) (14) (11)
Preferred stock cash dividends
of consolidated subsidiaries 0 0 0 0 0 (11)
Dividends from less than
50 percent-owned companies
carried at equity 0 0 0 0 0 4
UCC share of income (loss)
before provision for income
taxes of 50 percent-owned
companies carried at equity 35 79 32 (8) (17) 66
Amortization of capitalized
interest 6 10 10 9 9 9
640 548 259 164 (169) 422
Fixed Charges
Interest on long-term and
short-term debt 41 80 70 146 228 269
Capitalized interest 9 12 10 15 14 11
Rental expenses representative
of an interest factor 11 22 33 30 28 32
Preferred stock cash dividends
of consolidated subsidiaries 0 0 0 0 0 11
UCC share of fixed charges of
50 percent-owned companies
carried at equity 19 28 26 30 28 48
Total fixed charges 80 142 139 221 298 371
Total adjusted income available
for payment of fixed charges $720 $690 $398 $385 $129 $793
Ratio of income to fixed charges 9.0 4.9 2.9 1.7 (a) 2.1
(a) In 1991, operating results included a special charge of $209
million ($160 million after tax). As a result, earnings were
insufficient to cover historical fixed charges by $169 million.
Excluding the effect of the special charge, earnings would have
been sufficient to cover historical fixed charges by $40 million.
EX-25
4
EXHIBIT 25.1.1
Exhibit 25.1.1
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 5,573
Interest-bearing balances ......................... 2,681
Securities: ........................................
Held to maturity securities.......................... 6,027
Available for sale securities.......................... 18,304
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 1,516
Securities purchased under agreements to resell ... 287
Loans and lease financing receivables:
Loans and leases, net of unearned income $73,829
Less: Allowance for loan and lease losses 1,885
Less: Allocated transfer risk reserve .... 104
Loans and leases, net of unearned income,
allowance, and reserve ............................ 71,840
Trading Assets ...................................... 25,315
Premises and fixed assets (including capitalized
leases)............................................ 1,395
Other real estate owned ............................. 69
Investments in unconsolidated subsidiaries and
associated companies............................... 158
Customer's liability to this bank on acceptances
outstanding ....................................... 1,120
Intangible assets ................................... 484
Other assets ........................................ 7,254
TOTAL ASSETS ........................................ $142,023
=========
LIABILITIES
Deposits
In domestic offices ............................... $46,128
Noninterest-bearing .........................$16,282
Interest-bearing ............................ 29,846
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 30,833
Noninterest-bearing .........................$ 199
Interest-bearing ............................ 30,634
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................. 16,779
Securities sold under agreements to repurchase ...... 810
Demand notes issued to the U.S. Treasury .............. 1,001
Trading liabilities ................................... 20,888
Other Borrowed money:
With original maturity of one year or less .......... 6,505
With original maturity of more than one year ........ 602
Mortgage indebtedness and obligations under capitalized
leases .............................................. 18
Bank's liability on acceptances executed and outstanding 1,126
Subordinated notes and debentures ..................... 3,411
Other liabilities ..................................... 6,287
TOTAL LIABILITIES .....................................134,388
EQUITY CAPITAL
Common stock .......................................... 620
Surplus ............................................... 4,524
Undivided profits and capital reserves ................ 2,724
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (241)
Cumulative foreign currency translation adjustments ... 8
TOTAL EQUITY CAPITAL .................................. 7,635
______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $142,023
==========
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
WILLIAM B. HARRISON )
EX-25
5
EXHIBIT 25.2.1
Exhibit 25.2.1
Exhibit 7 to Form T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................... $ 3,025,419
Interest-bearing balances ....................... 881,413
Securities:
Held-to-maturity securities ..................... 1,242,368
Available-for-sale securities ................... 1,774,079
Federal funds sold in domestic
offices of the bank ............................. 5,503,445
Securities purchased under agreements to resell.... 200,634
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ..............................26,599,533
LESS: Allowance for loan and
lease losses ...........................516,283
Loans and leases, net of unearned
income and allowance .......................... 26,083,250
Assets held in trading accounts ................... 1,455,639
Premises and fixed assets (including
capitalized leases) ............................. 612,547
Other real estate owned ........................... 79,667
Investments in unconsolidated
subsidiaries and associated
companies ....................................... 198,737
Customers' liability to this bank on
acceptances outstanding ......................... 1,111,464
Intangible assets ................................. 105,263
Other assets ...................................... 1,237,264
Total assets ...................................... $43,511,189
LIABILITIES
Deposits:
In domestic offices ............................. $19,233,885
Noninterest-bearing ....................7,677,954
Interest-bearing ......................11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ................ 12,641,676
Noninterest-bearing .......................72,479
Interest-bearing ......................12,569,197
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased ......................... 1,747,659
Securities sold under agreements
to repurchase ................................. 73,553
Demand notes issued to the U.S. Treasury........... 300,000
Trading liabilities ............................... 738,317
Other borrowed money:
With original maturity of one year
or less ....................................... 1,586,443
With original maturity of more than
one year ...................................... 220,877
Bank's liability on acceptances exe-
cuted and outstanding ........................... 1,113,102
Subordinated notes and debentures ................. 1,053,860
Other liabilities ................................. 1,489,252
Total liabilities ................................. 40,198,624
EQUITY CAPITAL
Common stock ...................................... 942,284
Surplus ........................................... 525,666
Undivided profits and capital
reserves ........................................ 1,849,221
Net unrealized holding gains
(losses) on available-for-sale
securities ...................................... ( 662)
Cumulative foreign currency transla-
tion adjustments ................................ ( 3,944)
Total equity capital .............................. 3,312,565
Total liabilities and equity
capital ......................................... $43,511,189
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and is true and correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Samuel F. Chevalier )