As filed with the Securities and Exchange Commission on October 11, 1995July 22, 1998
Registration No. 33-60705__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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 number39 Old Ridgebury Road, 203-794-2000
(Address and telephone number as registrant)Danbury, CT 07817-0001
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. /__/
33-333-[_______]
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. /__/ 33-333-[________]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /__//__
CALCULATION OF REGISTRATION FEE
Title of each : Amount to : Proposed maximum: Proposed maximum: Amount of
class of secur- : be regis- : offering price : aggregate offer-: Registration
itites : tered(1)(2): per unit (3) : ing price(2)(3) : Fee
to be registered: : :
:_____________
: : : :
Debt : : : :
Securities :$250,000,000: 100% : $250,000,000 : $73,750.00
1) If any securities are issued with original issue discount, the amount
registered is such greater amount as results in an aggregate initial
offering price not to exceed $250,000,000.
2) In U.S. dollars or the equivalent thereof in foreign denominated
currency or a composite currency.
3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933
and exclusive of accrued interest, if any.
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.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus included in this Registration Statement also relates to
$250,000,000 of debt securities registered and remaining unissued under
Registration Statement No. 333-17309 previously filed by the Registrant, in
respect of which $75,757.50 was paid to the Commission as a filing fee.
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.
PROSPECTUS
UNION CARBIDE CORPORATION
DEBT SECURITIES
Union Carbide Corporation ("Company") may offer from time to time
up to a total initial offering price not to exceed $500,000,000.00 (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"). The Company may offer 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. Furthermore, the Company may sell the
Securities directly, through agents designated from time to time, or to or
through underwriters or dealers (see "Plan of Distribution").
The Prospectus Supplement accompanying the Prospectus sets forth
the specific aggregate principal amount, maturity, rate and time of payment
of interest as well as any redemption provisions, initial public offering
price and proceeds to the Company. The Prospectus Supplement also sets
forth 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.
The Securities may be issued as registered securities, in
certificated or uncertificated form or in a combination thereof.
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 July 22, 1998.
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. 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. Information regarding the operation of the Public
Reference Section may be obtained by calling 1-800-SEC-0330. The Commission
also maintains a World Wide Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. 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 or at the Company's home page on the
World Wide Web (http://www.union carbide.com).
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, 1997; (2) Quarterly Report on Form
10-Q for the quarter ended March 31, 1998; and (3) 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 is a worldwide chemicals and polymers
company with two business segments, Specialties & Intermediates and Basic
Chemicals & Polymers. Specialties & Intermediates converts basic and
intermediate chemicals into a diverse portfolio of chemicals and polymers
serving industrial customers in many markets. This segment also provides
technology services, including licensing, to the oil and gas and
petrochemicals industries. The Basic Chemicals & Polymers segment converts
hydrocarbon feedstocks, principally liquefied petroleum gas and naphtha, into
polyethylene, polypropylene and ethylene oxide/glycol for sale to third-party
customers, as well as propylene, ethylene and ethylene oxide for consumption
by the Specialties & Intermediates segment.
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 to retire outstanding debt, to repurchase outstanding shares of
the Company's common stock, and otherwise for 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:
Three Months
Ended
March 31, 1998 Year Ended December 31,
1997 1996 1995 1994 1993
Ratio of Earnings
to Fixed Charges (a) 3.7 4.2 5.0 8.0 4.9 2.9
(a) For the purpose of calculating 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. The Company has a 45 percent equity
investment in Equate Petrochemical Company. During 1998, 1997 and the last
quarter of 1996, the Company severally guaranteed 45 percent of Equate's
long-term debt and working capital financing needs. During the first three
quarters of 1996, the Company severally guaranteed up to $225 million of
Equate's interim debt. Interest charges associated with guarantees of
outstanding borrowings totaled $17 million, $58 million and $13 million for
the three months ended March 31, 1998 and the years ended December 31, 1997
and 1996, respectively, and have been included, along with the Company's
equity in Equate's pre-tax loss for the same periods, in the calculation of
the ratio of earnings to fixed charges.
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
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; (11) any
tax indemnity provisions; (12) 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; (13)
the portion of principal payable upon acceleration of a Discounted Security
(as defined below); (14) whether and upon what terms Securities may be
defeased; (15) any events of default or restrictive covenants in addition to
or in lieu of those set forth in the Indenture; (16) provisions for
electronic issuance of Securities or for Securities in uncertificated form;
and (17) 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 in
certificated or uncertificated form or a combination thereof, as specified in
the terms of the series. Unless otherwise indicated in the Prospectus
Supplement, Securities will be issued in denominations of $1,000 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."
Registration of transfer of 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.
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 March 31, 1998,
"Restricted Property" includes manufacturing facilities of the Company at
Norco, LA; 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.
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
Certificates for Securities may be exchanged for an equal aggregate
principal amount of certificates for Securities of the same series and date
of maturity in such authorized denominations as may be requested upon
surrender of the certificates at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of the agent.
Defaults and Remedies
An "Event of Default" with respect to a series of Securities will
occur if:
(1) the Company fails to make any payment of interest on any
Securities of the series when the payment becomes due
and continues not to make such payment for a period of 10 days;
(2) the Company fails to make a payment of the principal of any
Securities of the series when the payment becomes due
at maturity or upon redemption, acceleration or otherwise;
(3) the Company fails to perform any of its other
agreements applicable to the series and such failure continues
for 90 days after the notice set forth below;
(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) initiates 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.
Failure to perform under clause (3) above is not an Event of
Default until the Trustee or the holders of at least 25% of the principal
amount of the series notify the Company of the failure and the Company does
not cure the default within the time specified after receipt of the notice.
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.
If an Event of Default occurs and continues on a series, the
Trusteeor the holders of at least 25% of the principal amount of the series may
declare the principal and interest on all Securities of the series due and
payable immediately upon notice to the Company. If an Event of Default
occurs and continues on a series, the Trustee or, upon satisfaction of
certain conditions, a holder may pursue any available remedy to collect the
principal and interest due on the series, enforce the performance of any
provisions regarding the series or protect the rights of the Trustee and
holders of the series. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities of the series.
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 certificated 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
selected by the Company, and for the agents, underwriters and dealers by
Davis Polk & Wardwell, New York, NY, or by other counsel satisfactory to the
relevant agents, underwriters or dealers. At June 30, 1998, Mr. Geoghan
owned 29,572 shares of the Company's common stock including shares allocated
pursuant to the Company's employee stock ownership plan and Ms. Savage owned
4,184 shares of the Company's common stock including shares allocated
pursuant to the Company's employee stock ownership plan. At June 30, 1998,
Mr. Geoghan held options to purchase 213,000 shares of the Company's common
stock and Ms. Savage held options to purchase 29,900 shares of the Company's
common stock.
EXPERTS
The Company's consolidated financial statements and schedule as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $137,932$149,507.50
Accounting fees and expenses.............. 25,0005,000.00
Legal fees and expenses................... 35,00025,000.00
Trustee's fees and expenses............... 12,00020,000.00
Blue sky fees and expenses................ 15,0005,000.00
Printing expenses......................... 50,00010,000.00
Miscellaneous............................. 25,06823,000.50
Total..................................... $300,000
_______________$237,508.00
*Except for the SEC filing fee, all expenses are estimated. The above
expenses relate to $500,000,000.00 of debt securities, which includes those
carried forward from Registration Statement No. 333-13709.
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.proceeding or the proceeding was brought by the director or officer to
enforce rights to indemnity, payment or reimbursement under the indemnity
agreement. In the event of a change in control or potential change in
control of the Company, the Company, at the request of a director or officer
is required to create and fund a trust for the benefit of each director or
officer in an amount equal to all costs and expenses relating to any suit or
claim.
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 establishes 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 previouslyare filed herewith, except as indicated.
11. Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement). dated July 1998.
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
The Chase Manhattan Bank (formerly Chemical Bank, Trustee.
4.1.3 Indenture, dated as of August 1, 1992, between the Company and
Chemical Bank,Bank), Trustee. See
Exhibit 4.1.1 of4.1.2 to Registration No. 33-55560,33-60705, which is incorporated by
reference herein.
4.2 Forms of Debt Securities (seesee Exhibits A and B to Exhibit 4.1.1
above).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, 19941997 and SixThree Months
ended June 30, 1995.
23.1.1March 31, 1998.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
(Filed herewith.)
23.1.2 Consent of Price Waterhouse LLP, independent accountants.
(Filed herewith.)
23.1.3 Consent of Coopers & Lybrand S.p.A., independent auditors.
(Filed herewith.)
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 ChemicalThe Chase Manhattan Bank, Trustee.
25.1.1 Consolidated Report of Condition of Chemical Bank, Trustee
as of June 30, 1995.
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.
Item 17. Undertakings.
The Companyundersigned registrant hereby 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(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 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
October 11, 1995.July 22, 1998.
UNION CARBIDE CORPORATION
By /s/John K. Wulff
John K. Wulff
Vice-President, Chief Financial Officer
and Controller
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Joyce, Joseph E. Geoghan, or John K. Wulff his attorney-in-fact
and agent, with full power of substitution and resubstitution, to sign and
file with the Securities and Exchange Commission any amendments to the
Registration Statement (including post-effective amendments), any related
registration statements permitted pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any amendments to such registration
statements (including post-effective amendments) and to file with the
Securities and Exchange Commission one or more supplements to any prospectus
included in any of the foregoing, and generally to do anything else necessary
or proper in connection therewith.
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
*WilliamDate
/s/ William H. Joyce Director, Chief ExecutiveChairman of July 22, 1998
William H. Joyce Officer,the Board, President and
Chief OperatingExecutive Officer
*Joseph/s/ Joseph E. Geoghan Director, July 22, 1998
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, Chief July 22, 1998
John K. Wulff Financial Officer and
Controller
and
Principal Accounting
Officer
*John J. Creedon Director
John J. Creedon
*C.Signature Title Date
/s/ C. Fred Fetterolf Director July 22, 1998
C. Fred Fetterolf
Signature Title
*Rainer/s/ Rainer E. Gut Director July 22, 1998
Rainer E. Gut
*James M. Hester Director
James M. Hester
Director/s/ Vernon E. Jordan, Jr. *RonaldDirector July 22, 1998
Vernon E. Jordan, Jr.
/s/ Robert D. Kennedy Director July 22, 1998
Robert D. Kennedy
/s/ Ronald L. Kuehn, Jr. Director July 22, 1998
Ronald L. Kuehn, Jr.
*Rozanne/s/ Rozanne L. Ridgway Director July 22, 1998
Rozanne L. Ridgway
*William S. Sneath/s/ James M. Ringler Director William S. Sneath
* By /s/John K. Wulff October 11, 1995
John K. Wulff
Attorney-in-factJuly 22, 1998
James M. Ringler
______________________________________________________________________________
Registration No. 33-60705333----------
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
AMENDMENT NO. 3 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
23.1.11 Form of Standard Underwriting Agreement Provisions 28
(including form of Terms Agreement) dated July 1998.
5 Opinion of Phyllis Savage, Chief 58
Finance and Securities Counsel of the Company
12 Statement re Computation of Ratio of 59
Earnings to Fixed Charges of the Company -
Five Years ended December 31, 1997 and
Three months ended March 31, 1998.
23 Consent of KPMG Peat Marwick LLP, 60
independent auditors.
23.1.2 Consent25.1 Statement of Price Waterhouse LLP, independent
accountants.
23.1.3 ConsentEligibility under the Trust 61
Indenture Act of Coopers & Lybrand S.p.A., independent
auditors.1939 (Form T-1) of The Chase
Manhattan Bank, Trustee.
25.2 Statement of Eligibility under the Trust 66
Indenture Act of 1939 (Form T-1) of the Bank of
New York, Trustee.
- - 17 -
- - -
II-
- - 2 -