-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G37IfsMNEhGv5h/xvom75dq84vI5dfs77tKdh2o3HalGR1suDKav20xZ+Tz7g3cB MKRZ7JTTTdk1rc0JqdEABQ== 0000898822-96-000558.txt : 19961211 0000898822-96-000558.hdr.sgml : 19961211 ACCESSION NUMBER: 0000898822-96-000558 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01463 FILM NUMBER: 96678694 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 8-A12B/A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-A/A AMENDING FORM 8-A DATED JULY 27, 1989, AMENDED AS OF JUNE 1, 1992 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Union Carbide Corporation -------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-1421730 ---------------------------------------- ---------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 39 Old Ridgebury Rd., Danbury, CT 06817-0001 ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class registered Name of each exchange on ------------------------------ which each class is registered ------------------------------ Share Purchase Rights Plan New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------------------------------------------------- (Title of Class) This Form 8-A/A amends and supplements the Form 8-A filed by Union Carbide Corporation (the "Company") on July 27, 1989, amended as of June 1, 1992 (as amended, the "Form 8-A"), with respect to a Share Purchase Rights Plan. Item 1. Description of Securities to be Registered. Item 1 of the Form 8-A is hereby amended by adding the following (capitalized terms used herein and not otherwise defined having the meanings ascribed to them in the Form 8-A): On December 3, 1996, the Board of Directors adopted an amendment (the "Amendment") to the Amended and Restated Rights Agreement. The Amendment, among other things, (i) provides that the Board of Directors of the Company may not redeem the Rights after a person or group of affiliated or associated persons becomes the beneficial owner of more than 20% of the then outstanding shares of Common Stock and (ii) eliminates the exception to the triggering of the Rights that previously existed for certain offers. The form of the Amendment is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Amendment is qualified by reference to such exhibit. Item 2. Exhibits. 1 Form of Amendment, dated as of December 3, 1996, to the Rights Agreement between Union Carbide Corporation, a New York corporation, and Chase Mellon Shareholder Services, Inc., as successor Rights Agent, dated as of July 26, 1989 and amended and restated as of May 27, 1992. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. UNION CARBIDE CORPORATION By: /s/ John K. Wulff John K. Wulff Vice-President, Chief Financial Officer and Controller Dated: December 10, 1996 -3- EXHIBIT INDEX ------------- Exhibit Description ------- ----------- 1 Form of Amendment, dated as of December 3, 1996, to the Rights Agreement between Union Carbide Corporation, a New York corporation, and Chase Mellon Shareholder Services, Inc., as successor Rights Agent, dated as of July 26, 1989 and amended and restated as of May 27, 1992. -4- Exhibit 1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of December 3, 1996, to the Rights Agreement between Union Carbide Corporation, a New York corporation (the "Company"), and Chase Mellon Shareholder Services, Inc., as successor Rights Agent (the "Rights Agent"), dated as of July 26, 1989 and amended and restated as of May 27, 1992 (the "Rights Agreement"). Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. In consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as fol- lows: 1. Section 3(a)(ii) of the Rights Agreement is hereby amended to add thereto, immediately after the words "close of business on the tenth calendar day," the following: (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) 2. Section 11(a)(ii)(B) of the Rights Agreement is hereby amended to read in its entirety as follows: (B) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, becomes at any time after the Rights Dividend Declaration Date, the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, unless the event causing the threshold to be crossed is a transaction set forth in Section 13(a) hereof, or 3. The proviso contained at the end of the first sentence of Section 11(a)(iii) of the Rights Agreement is hereby amended to read in its entirety as follows: provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the first occurrence of a Section 11(a)(ii) Event (the "Section -2- 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. 4. Section 23(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) such time as any Person becomes an Acquiring Person or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their current market price as defined in Section 11(d) on the date of the redemption) or cash; provided, however, that such authorization of redemption of the Rights shall require that there be Independent Directors in office, and shall require the concurrence of a majority of such Independent Directors, in the -3- event that such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). 5. The second sentence of Section 27 of the Rights Agreement is hereby amended by deleting clause (iii) thereof in its entirety and renumbering clause (iv) thereof accordingly. -4- 6. Section 31 of the Rights Agreement is hereby amended by deleting the proviso contained therein in its entirety. 7. In the event that Right Certificates are issued pursuant to the Rights Agreement, the Right Certificates shall be in substantially the form contemplated by the Rights Agreement, with such changes therein as may be necessary or appropriate to reflect this Amendment to the Rights Agreement. 8. This Amendment to the Rights Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State ap- plicable to contracts to be made and performed entirely within such State. 9. This Amendment to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. -5- 10. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agree- ment, the Rights Agreement is hereby ratified, adopted, ap- proved and confirmed. The Rights Agent hereby confirms that it is the successor Rights Agent to Manufacturers Hanover Trust Company and its successors, as contemplated by Section 19 of the Rights Agreement. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 11. If any term, provision, covenant or restric- tion of this Amendment to the Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment to the Rights Agreement, and of the Rights Agreement, shall remain in full force and effect and shall in no way be af- fected, impaired or invalidated. -6- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Attest: UNION CARBIDE CORPORATION By: By: Attest: CHASE MELLON SHAREHOLDER SERVICES, INC. By: By: -7- -----END PRIVACY-ENHANCED MESSAGE-----