-----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, E62Yhr/iCTmk9+vsE4cxWsKocbSluDWBeVtihuIQ3ip2W/wUzFplTS0skiZepKZ6 MxY/Vi/D73uTuaD0Chyh+Q== 0000932440-99-000069.txt : 19990309 0000932440-99-000069.hdr.sgml : 19990309 ACCESSION NUMBER: 0000932440-99-000069 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990308 EFFECTIVENESS DATE: 19990308 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: S-8 SEC ACT: SEC FILE NUMBER: 333-74079 FILM NUMBER: 99559947 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 S-8 1 REGISTRATION STATEMENT Registration No. 33- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNION CARBIDE CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-1421730 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 39 OLD RIDGEBURY ROAD, DANBURY, CT 06817-0001 (Address of principal executive offices) THE UNION CARBIDE COMPENSATION DEFERRAL PROGRAM (Full title of the plan) Bruce D. Fitzgerald Vice President, General Counsel and Secretary Union Carbide Corporation 39 Old Ridgebury Road, DANBURY, CT 06817-0001 (Name and address of agent for service) (203) 794-2000 (Telephone number, including area code, of agent for service) ================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of securities to registered offering price aggregate registra be registered offering -tion fee price (2) ================================================================================ Deferred Compen- $50,000,000(1) $1.00(2) $50,000,000 $13,900 sation Obligations, $1.00 par value
================================================================================ (1) The Deferred Compensation Obligations are unsecured obligations of Union Carbide Corporation to pay deferred compensation in the future in accordance with the terms of the Union Carbide Compensation Deferral Program. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended. INCORPORATION OF DOCUMENTS BY REFERENCE TO PRIOR REGISTRATION STATEMENT This Registration Statement is filed for the purpose of registering $50,000,000 additional deferred compensation obligations ("Deferred Compensation Obligations") of Union Carbide Corporation (the "Company"), which are issuable under the Union Carbide Compensation Deferral Program (the "Plan"). A Registration Statement on Form S-8 (SEC File No. 333-02829) (the "Prior Registration Statement") relating to this Plan is effective. Accordingly, in accordance with General Instruction E to Form S-8, the Company incorporates by reference herein the contents of the Prior Registration Statement. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION 4.1 Amendments One through Four to the Union Carbide Compensation Deferral Program. 5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company. 23.1 Consent of KPMG LLP, Independent Auditors. 23.2 Consent of Counsel (included in opinion filed as Exhibit 5). 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof). II - 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danbury, State of Connecticut on this 24th day of February, 1999. UNION CARBIDE CORPORATION By:/s/ John K. Wulff --------------------------------------- John K. Wulff Vice President, Chief Financial Officer and Controller (Principal Financial and Accounting Officer) POWER OF ATTORNEY We, the undersigned officers and directors of Union Carbide Corporation, hereby severally constitute and appoint William H. Joyce and John K. Wulff, and each of them singly, our true and lawful attorney, with full power to them, to sign for us in our names in the capacities indicated below, this Registration Statement and any and all post-effective amendments to this Registration Statement, and generally to do all things in our name and on our behalf in such capacities to enable Union Carbide Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. SIGNATURE TITLE DATE Chairman of the Board /s/ William H. Joyce President, Chief Executive February 24, 1999 - ----------------------- Officer and Director William H. Joyce (Principal Executive Officer) Vice-President, Chief Financial Officer and Controller February 24, 1999 /s/ John K. Wulff (Principal Financial and - ----------------------- Accounting Officer) John K. Wulff /s/ C. Fred Fetterolf Director February 24, 1999 - ----------------------- C. Fred Fetterolf II - 2 /s/ Rainer E. Gut Director February 24, 1999 - ----------------------- Rainer E. Gut /s/ Vernon E. Jordan, Jr. Director February 24, 1999 - ----------------------- Vernon E. Jordan, Jr. /s/ Robert D. Kennedy Director February 24, 1999 - ----------------------- Robert D. Kennedy /s/ Ronald L. Kuehn, Jr. Director February 24, 1999 - ----------------------- Ronald L. Kuehn, Jr. /s/ Rozanne L. Ridgway Director February 24, 1999 - ----------------------- Rozanne L. Ridgway /s/ James M. Ringler Director February 24, 1999 - ----------------------- James M. Ringler /s/ Paul J. Wilhelm Director February 24, 1999 - ----------------------- Paul J. Wilhelm II - 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4.1 Amendments One through Four to the Union Carbide Compensation Deferral Program. 5 Opinion of Kelley Drye & Warren LLP, Counsel to the Company. 23.1 Consent of KPMG LLP, Independent Auditors. 23.2 Consent of Counsel (included in opinion filed as Exhibit 5). 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof). EX-4.1 2 AMENDMENTS TO THE COMPENSATION DEFERRAL PROGRAM FIRST AMENDMENT TO THE UNION CARBIDE COMPENSATION DEFERRAL PROGRAM The Union Carbide Compensation Deferral Program (the "Plan") is hereby amended as follows: 1. The last sentence of Section 2.27 of the Plan is amended in its entirety to read as follows: "The value of the Corporation's common stock for purposes of this Section 2.27 with respect to any relevant date of determination shall be determined in the same manner as provided in the Savings Program." 2. The provisions of this First Amendment shall be effective as of January 1, 1995. UNION CARBIDE CORPORATION By: /s/ M.A. Kessenger ------------------------------------- SECOND AMENDMENT TO THE UNION CARBIDE COMPENSATION DEFERRAL PROGRAM The Union Carbide Compensation Deferral Program (the "Plan") is hereby amended as follows: 1. Section 8.02 of the Plan is amended by adding a new subsection (d) to read as follows: "(d) Notwithstanding subparagraph (b) above, a Participant who either (i) is subject to Section 16 of the Exchange Act or (ii) is deemed subject to Section 16 of the Exchange Act by the Committee, may utilize the UCC Stock Value Rate at the time of his or her election to defer any amounts under this Program; provided, however, that such allocated amounts shall not be eligible for reallocation to another accrual rate under this Section 8.2 for a period of 6 months from the Date of Deferral." 2. The provisions of this Second Amendment shall be effective as of August 15, 1996. UNION CARBIDE CORPORATION By: /s/ M.A. Kessenger ------------------------------------- THIRD AMENDMENT TO THE UNION CARBIDE COMPENSATION DEFERRAL PROGRAM The Union Carbide Compensation Deferral Program (the "Plan") is hereby amended as follows: 1. Section 6.4: of the Plan is hereby amended in its entirety to read as follows: "6.4: PAYMENT MEDIUM. All payments under this Program with respect to amounts which (i) at the time of such payment were accruing at the Fixed Income Rate, or an Applicable Equity Investment Fund Rate, or (ii) at the time of such payment, if such payment is made before December 31, 1996, were accruing at either the UCC Stock Value Rate or the UCC Discounted Stock Value Rate, shall be made in U.S. dollars. Effective for any payments made to a Participant who is or has been an executive officer within the meaning of the Exchange Act on or after December 31, 1996, with respect to amounts which were accruing at either the UCC Stock Value Rate or the UCC Discounted Stock Value Rate, such payment shall be made in shares of common stock of the Corporation." 2. Section 6.5 of the Plan is hereby amended in its entirety to read as follows: "6.5: REDUCTION OF PAYMENTS: SHARE WITHHOLDING. (a) All payments under this Program shall be reduced by any and all amounts that the Corporation is required to withhold pursuant to applicable law. (b) In order to enable the Corporation to meet any applicable federal, state or local tax withholding requirements, a Participant (or Beneficiary) who is receiving payment in shares of common stock of the Corporation, may elect to have the Corporation withhold shares that would otherwise be delivered to such Participant, or by delivering to the Corporation other shares of common stock of the Corporation owned by the Participant. The value of any such shares of common stock to be withheld by the Corporation, or so delivered to the Corporation, shall be the mean of the high and low prices of the common stock of the Corporation as reported in the New York Stock Exchange - Composite Transactions on the date of payment." 3. The provisions of this Third Amendment shall be effective as of December 31, 1996. As hereby amended, the Union Carbide Compensation Deferral Program shall continue in full force and effect. UNION CARBIDE CORPORATION By: /s/ M.A. Kessenger ------------------------------------- FOURTH AMENDMENT TO THE UNION CARBIDE COMPENSATION DEFERRAL PROGRAM The Union Carbide Compensation Deferral Program (the "Plan") is hereby amended as follows: 1. Section 2.6 of the Plan is amended in its entirety to read as follows: "2.6: A "Change in Control of the Corporation" shall be deemed to occur if any of the following circumstances shall occur: (i) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 ("Act") becomes the "beneficial owner" as defined in Rule 13d-3 under the Act of more than 20% of the then outstanding voting securities of the Corporation; (ii) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Act acquires by proxy or otherwise the right to vote for the election of directors, for any merger or consolidation of the Corporation or for any other matter or question with respect to more than 20% of the then outstanding voting securities of the Corporation; (iii)if during any period of twenty-four consecutive months, Present Directors and/or New Directors cease for any reason to constitute a majority of the Board. For these purposes, "Present Directors" shall mean individuals who at the beginning of such consecutive twenty-four month period were members of the Board and "New Directors" shall mean any director whose election by the Board or whose nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who were Present Directors or New Directors; (iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation; or (v) there shall be consummated (x) a reorganization, merger or consolidation of all or substantially all of the assets of the Corporation (a "Business Combination"), unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Common Stock of the Corporation and outstanding voting securities of the Corporation immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding Common Stock of the Corporation and outstanding voting securities of the Corporation, as the case may be, (b) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Corporation, provided, that the divestiture of less than substantially all of the assets of the Corporation in one transaction or a series of related transactions, whether effected by sale, lease, exchange, spin-off, sale of the stock or merger of a subsidiary or otherwise, shall not constitute a Change in Control. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to Subparagraphs (i) and (ii) above, solely because twenty percent (20%) or more of the combined voting power of the Corporation's then outstanding securities is acquired by one or more employee benefit plans maintained by the Corporation." 2. The provisions of this Fourth Amendment shall be-effective as of January 1, 1997. As hereby amended, the Union Carbide Compensation Deferral Program shall continue in full force and effect. UNION CARBIDE CORPORATION By: /s/ M.A. Kessenger ------------------------------------- EX-5 3 OPINION OF COUNSEL Exhibit 5 March 2, 1999 Board of Directors Union Carbide Corporation 39 Old Ridgebury Road Danbury, CT 06817-0001 Re: Registration Statement on Form S-8 for Compensation DEFERRAL PROGRAM Dear Sirs: Please refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission by Union Carbide Corporation (the "Corporation") relating to the registration of $50,000,000 of the Corporation's deferred compensation obligations (the "Deferred Compensation Obligations") which are issuable under the Union Carbide Compensation Deferral Program (the "Plan"). In connection with the opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Corporation and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. For purposes of this opinion we have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authority of such persons signing on behalf of the parties thereto other than the Corporation and the due authorization, execution and delivery of all documents by the parties thereto other than the Corporation. As to certain factual matters material to the opinion expressed herein, we have relied to the extent we deemed proper upon representations, warranties and statements as to matters of officers and other representatives of the Corporation. Our opinion expressed below is subject to the qualification that we express no opinion as to any law other than the laws of the State of New York and the federal laws of the United States of America. Without limiting the foregoing, we express no opinion with respect to the applicability thereto or effect of municipal laws or the rules, regulations or orders of any municipal agencies within any such state. Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly organized and is validly existing under the laws of the State of New York. 2. The Plan has been duly adopted by the Board of Directors of the Corporation. Board of Directors -2- March 2, 1999 3. When issued, the Deferred Compensation Obligations of the Corporation will be valid and binding obligations of the Corporation, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the federal laws of the United States of America be changed by legislative action, judicial decision or otherwise. We hereby consent to the filing of this letter as an Exhibit 5 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, /s/ Kelley Drye & Warren LLP EX-23.1 4 INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 Consent of Independent Auditors The Board of Directors of Union Carbide Corporation We consent to the incorporation by reference in this Registration Statement on Form S-8 of Union Carbide Corporation of our reports on Union Carbide Corporation included and incorporated by reference in the Annual Report on Form 10-K of Union Carbide Corporation for the year ended December 31, 1997. /s/ KPMG LLP Stamford, Connecticut March 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----