8-K 1 ss74330_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): September 30, 2009
 
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.)
 
1254 Enclave Parkway, Houston, Texas
(Address of principal executive offices)
77077
(Zip code)
   
(281) 966-2727
(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 2.01                      Completion of Acquisition or Disposition of Assets

On September 30, 2009, pursuant to the Agreement for the Sale & Purchase of Shares (the “Agreement”), dated August 17, 2009, Union Carbide Corporation (the “Corporation”), and UCMG L.L.C., the Corporation’s wholly owned subsidiary (together with the Corporation, the “UCC Parties”), completed the previously announced sale of all of the UCC Parties’ interests in OPTIMAL Glycols (Malaysia) Sdn. Bhd. (“OGM”), OPTIMAL Olefins (Malaysia) Sdn. Bhd. (“OOM”) and OPTIMAL Chemicals (Malaysia) Sdn. Bhd. (“OCM” and together with OGM and OOM, the “OPTIMAL Group”) to Petroliam Nasional Berhad (“PETRONAS”), Malaysia’s national petroleum corporation.  The UCC Parties and PETRONAS were partners in the OPTIMAL Group prior to this sale.  The OPTIMAL Group’s products include ethylene and propylene feedstocks, ethylene oxide, ethylene glycol, butanol, various ethylene oxide derivatives, basic chemicals and specialty chemicals.

Pursuant to the terms of the Agreement, PETRONAS purchased the UCC Parties’ 50% interest in OGM, approximately 23.75% interest in OOM and 50% interest in OCM for $660 million in cash, subject to certain post-closing adjustments pursuant to the terms of the Agreement, which are expected to be in the range of $10 million.  The purchase price was determined based on arms’ length negotiations.  Additional information and details of the Agreement were previously disclosed in Item 1.01 of the Corporation’s Current Report on Form 8-K filed on August 19, 2009, and are incorporated by reference herein.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.


Item 9.01                      Financial Statements and Exhibits

 
 
(b)
Pro forma consolidated financial information
 
The required unaudited pro forma consolidated financial information with respect to the sale of the UCC Parties’ interest in the OPTIMAL Group is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 

 
 
(d)
Exhibits
 
 
Exhibit No.
Description
 
 
2.1
Agreement for the Sale & Purchase of Shares, dated as of August 17, 2009, among Union Carbide Corporation, UCMG L.L.C. and Petroliam Nasional Berhad. The registrant agrees to file a copy of any omitted attachment to Exhibit 2.1 upon the request of the Securities and Exchange Commission.
 
 
99.1
Unaudited pro forma consolidated financial information.
 
 
 
 
 
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:  October 5, 2009
 
  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
  

 
 
 

EXHIBITS
 
 
Exhibit No.
Description
 
 
2.1
Agreement for the Sale & Purchase of Shares, dated as of August 17, 2009, among Union Carbide Corporation, UCMG L.L.C. and Petroliam Nasional Berhad. The registrant agrees to file a copy of any omitted attachment to Exhibit 2.1 upon the request of the Securities and Exchange Commission.
 
 
99.1
Unaudited pro forma consolidated financial information.