-----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, Rlrs4ENbO6uX+bJrYnb2igGwA9ryxdrTKPIwXDshLSPraYFK8XTUQpc2y9m9IDBx Kavvmfi0V+XdMkVE1C+qaw== 0000947871-08-000632.txt : 20081201 0000947871-08-000632.hdr.sgml : 20081201 20081201100016 ACCESSION NUMBER: 0000947871-08-000632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081128 ITEM INFORMATION: Other Events FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01463 FILM NUMBER: 081220973 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 CHEMICALS & PLASTICS CO INC DATE OF NAME CHANGE: 19940502 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 8-K 1 ss52518_8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported): November 28, 2008
 
UNION CARBIDE CORPORATION
(Exact name of Registrant as specified in its charter)
 
New York
(State or other jurisdiction
of incorporation)
1-1463
Commission File Number
13-1421730
(IRS Employer
Identification No.)
 
400 West Sam Houston Parkway South, Houston, TX
(Address of principal executive offices)
77042
(Zip code)
 
(713) 978-2016
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 8.01
Other Events

On November 28, 2008, The Dow Chemical Company (“Dow”) entered into a Joint Venture Formation Agreement (the “JVFA”) with Petrochemical Industries Company (K.S.C.) (“PIC”), a wholly-owned subsidiary of Kuwait Petroleum Corporation.

The JVFA provides that, upon the terms and subject to the conditions set forth therein, Dow and PIC, together with certain of their respective affiliates (which includes Union Carbide Corporation (the “Corporation”)), will establish a 50:50 joint venture that will be operated through K-D Petrochemicals C.V., a limited liability partnership (commanditaire venootschap) to be formed under the laws of The Netherlands (“K-Dow”).

  At the closing of the transaction (the “Closing”), Dow and certain of its subsidiaries, including the Corporation, will transfer by way of contribution and sale to K-Dow and its subsidiaries (the “K-Dow Group”), directly or indirectly, certain assets used in the research, development, manufacture, distribution, marketing and sale of polyethylene, polypropylene, polycarbonate and polycarbonate compounds and blends, ethyleneamines, ethanolamines, and related licensing and catalyst technologies, and K-Dow will assume certain liabilities relating thereto (the “Business”), in exchange for (i) a 50% equity interest in K-Dow and (ii) the payment by PIC to Dow of an initial purchase price specified in the JVFA, subject to certain post-Closing adjustments.

To establish the joint venture as set forth in the JVFA, at Closing, the Corporation and its wholly-owned subsidiaries will contribute to the K-Dow Group certain of their respective assets relating to the Business, principally relating to the Corporation’s polyethylene and ethyleneamines and ethanolamines products, and certain intellectual property rights, in exchange for which the Corporation will receive as consideration indirect interests in K-Dow.  The Corporation’s interest in K-Dow will be based on the proportion of the fair value of the assets it transfers to the K-Dow Group to the fair value of all assets transferred to the K-Dow Group, as determined by an independent third party.

At Closing, the Corporation will also enter into an indemnity agreement under which the Corporation will agree to indemnify PIC and K-Dow with respect to breaches of warranties relating to the portion of the Business transferred by the Corporation to the K-Dow Group and certain liabilities, including certain environmental liabilities.  K-Dow will agree to indemnify the Corporation and PIC in respect of liabilities arising after Closing in connection with the portion of the Business transferred to the K-Dow Group by the Corporation, certain assumed liabilities and certain environmental liabilities.

The Corporation also expects to enter into certain other agreements at Closing to facilitate the ordinary business operations of K-Dow.
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  December 1, 2008
 
 
  UNION CARBIDE CORPORATION  
         
 
By:
/s/  William H. Weideman  
    Name:  William H. Weideman  
    Title: Vice President and Controller  
      The Dow Chemical Company  
         
    Authorized Representative of
Union Carbide Corporation		  

 
 
 
 
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