As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
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
(State of incorporation)
13-1421730
(I.R.S. Employer Identification No.)
39 Old Ridgebury Road Bruce D. Fitzgerald
Danbury, Connecticut 06817-0001 Vice President, General Counsel and
Secretary
(203) 794-2000 39 Old Ridgebury Road, 203-794-2000
(Address and telephone number 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. /__/ 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. /__/ 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 :$360,000,000: 100% : $360,000,000 :$100,080.00
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 $360,000,000.
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
$140,000,000 of debt securities registered and remaining unissued under
Registration Statement No. 333-59635 previously filed by the Registrant, in
respect of which $42,424.02 was paid to the Commission as a filing fee.
Subject to completion dated April 28, 1999
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS
$500,000,000 DEBT SECURITIES
UNION CARBIDE CORPORATION
Union Carbide Corporation may offer and sell from time to time debt
securities at an initial offering price not to exceed $500,000,000 (or the
equivalent in foreign currency). Union Carbide may offer the debt securities
in one or more series, in amounts, at prices and upon terms to be determined
at the time of offering. Union Carbide may sell the debt securities directly,
through agents selected from time to time, or to or through underwriters or
dealers.
A prospectus supplement accompanying this prospectus will described
the principal amount, maturity, rate and time of payment of interest, any
redemption provisions, initial public offering price and proceeds to Union
Carbide. The prospectus supplement will also indicate any other specific
terms relating to the offering and sale of the debt securities, including the
names of the underwriters or agents.
You should read this prospectus and any accompanying prospectus
supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this Prospectus is April 28, 1999.
When purchasing the debt securities, you should rely only on the
information contained or incorporated by reference in this prospectus or any
accompanying supplemental prospectus. Union Carbide has not authorized anyone
to provide you with different information or to make any additional
representations. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
contained in or incorporated by reference in this prospectus and any
prospectus supplement is accurate as of any date other than the date on the
front of each of these documents.
TABLE OF CONTENTS
About This Prospectus......................................................3
Available Information......................................................3
Incorporation of Certain Documents by Reference............................3
Information about Union Carbide Corporation................................4
Use of Proceeds............................................................4
Ratio of Earnings to Fixed Charges.........................................4
Description of the Securities..............................................5
Plan of Distribution.......................................................15
Legal Opinions.............................................................16
Experts....................................................................17
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Union
Carbide filed with the Securities and Exchange Commission ("SEC") utilizing a
"shelf" registration process. Under the "shelf" process Union Carbide may
sell any combination of the senior unsecured debt securities described in this
prospectus in one or more offerings up to a total dollar amount of
$500,000,000. This prospectus provides a general description of the senior
unsecured debt securities Union Carbide may offer. Each time the senior
unsecured debt securities are sold, Union Carbide will provide a prospectus
supplement which contains specific information about the terms of that
offering. The prospectus supplement may also add, update or change
information contained in this prospectus.
AVAILABLE INFORMATION
Union Carbide files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may inspect and copy
reports, proxy statements, and other information filed by Union Carbide at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC'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
SEC 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 SEC 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 SEC. In addition, you may inspect reports, proxy
statements, and other information concerning Union Carbide 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Union Carbide to "incorporate by reference"
information Union Carbide files with the SEC, which means Union Carbide can
disclose important information to you by referring you to those documents.
The information incorporated by reference is an important part of this
prospectus, and information that Union Carbide files later with the SEC will
automatically update and supersede this information. Union Carbide
incorporates by reference the following documents (File No. 1-1463):
o Annual Report on Form 10-K for the year ended December 31, 1998;
o Current Reports on Form 8-K dated January 25, 1999, March 16, 1999,
April 7, 1999 and April 26, 1999; and
o All other documents filed by Union Carbide pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this prospectus and prior to the termination of the
offering of the senior unsecured debt securities.
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You may request a copy of these filings other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents) at no cost, by writing or telephoning Union Carbide at
the following address: Union Carbide Corporation, Investor Relations
Department, 39 Old Ridgebury Road, Danbury, Connecticut 06817-0001, telephone
(203) 794-6445.
INFORMATION ABOUT UNION CARBIDE CORPORATION
Union Carbide Corporation is a worldwide chemicals and polymers
company with two business segments, Specialties & Intermediates and Basic
Chemicals & Polymers.
o 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.
o The Basic Chemicals & Polymers segment converts hydrocarbon
feedstocks, principally liquefied petroleum gas and naphtha, into ethylene or
propylene used to manufacture polyethylene, polypropylene, ethylene oxide and
ethylene glycol for sale to third-party customers, as well as propylene,
ethylene, ethylene oxide and ethylene glycol for consumption by the
Specialties & Intermediates segment.
Union Carbide was incorporated in 1917 under the laws of the State
of New York. The principal executive offices of Union Carbide 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,
Union Carbide will use the net proceeds from the sale of the senior unsecured
debt securities to retire outstanding debt and otherwise for general corporate
purposes. Information concerning the interest rates and maturities of Union
Carbide's outstanding debt is set forth in the notes to the financial
statements in the filings of Union Carbide incorporated by reference.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of earnings to fixed charges of
Union Carbide for the periods indicated:
Year Ended
1998 1997 1996 1995 1994
Ratio of Earnings to Fixed Charges 3.8 4.5 6.2 9.4 5.4
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of pre-tax income of consolidated companies from continuing
operations before adjustment for minority interests in consolidated
subsidiaries or income or loss from equity investees plus (a) fixed charges,
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(b) amortization of capitalized interest, (c) distributed income of equity
investees and (d) Union Carbide's share of pre-tax losses of equity investees
for which charges arising from guarantees are included in fixed charges less
(a)interest capitalized, (b) preference security dividend requirements of
consolidated subsidiaries, and (c) the minority interest in pre-tax income of
subsidiaries that have not incurred fixed charges. Fixed charges means the
sum of (a) interest expensed and capitalized, (b) amortized premiums,
discounts and capitalized expenses related to indebtedness, (c) an estimate of
the interest within rental expense, and (d) preference security dividend
requirements of consolidated subsidiaries. Union Carbide has a 45 percent
equity investment in EQUATE Petrochemical Company ("EQUATE"). During 1998,
1997, and in the last quarter of 1996, Union Carbide severally guaranteed 45
percent of EQUATE's long-term debt and working capital financing needs.
During the first three quarters of 1996, Union Carbide severally guaranteed up
to $225 million of EQUATE's interim debt. Interest charges on outstanding
borrowings guaranteed by Union Carbide totaled $67 million, $58 million and
$13 million for the years ended December 31, 1998, 1997 and 1996,
respectively, and have been included, along with Union Carbide'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 senior unsecured debt securities ("Securities") will be issued
in one or more series under an indenture or indentures ("Indenture") between
Union Carbide and one or more trustees. This summary is not complete and may
not contain all of the information that is important to you. You should refer
to the specific terms of the Indenture for a complete statement of the terms
and the Securities.
General
The Indenture does not limit the amount of Securities that can be
issued 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 Union
Carbide. The Securities will be unsecured and will rank equally with all
other unsecured and unsubordinated debt of Union Carbide.
A prospectus supplement relating to any Securities being offered
will include specific terms relating to the offering. These terms will
include some or all of the following:
o the designation, aggregate principal amount, currency or composite
currency and denominations;
o 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;
o the maturity date and other dates, if any, on which principal will
be payable;
o the interest rate (which may be fixed or variable), if any;
o 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;
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o the manner of paying principal or interest;
o the place or places where principal and interest will be payable;
o the terms of any mandatory or optional redemption by Union
Carbide;
o the terms of any redemption at the option of the holders of the
Securities;
o whether the Securities are to be represented in whole or in part
by a Security in global form and, if so, the identity of the
depositary for any global Security;
o any tax indemnity provisions;
o 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;
o the portion of principal payable upon acceleration of a discounted
security (as defined below);
o whether and upon what terms the Securities may be discharged;
o any events of default or restrictive covenants in addition to or
in lieu of those set forth in the Indenture;
o provisions for electronic issuance of Securities or for Securities
in uncertificated form; and
o 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 either as registered
Securities in certificated or uncertificated form or both, as described in the
terms of the series. Unless otherwise set forth in the prospectus supplement,
Union Carbide will issue the Securities in denominations of $1,000 and whole
multiples of $1,000. 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, 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 described below under "Global Securities."
Registration of transfer of the Securities may be requested upon
surrender of the certificate representing the Securities at any agency of
Union Carbide maintained for that purpose and upon fulfillment of all other
requirements of the agent.
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Securities may be issued under the Indenture as discounted
securities to be offered and sold at a substantial discount from the principal
amount. Special United States federal income tax and other considerations
will be described in the prospectus supplement relating to the discounted
securities. "Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated principal amount.
Covenants
The Securities will not be secured by any properties or assets and
will represent unsecured debt of Union Carbide. Since secured debt ranks ahead
of unsecured debt, the limitation on liens and the limitation on
sale-leaseback transactions place some restrictions on Union Carbide'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. Union Carbide cannot assure you 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 Union Carbide 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 year or, if
Union Carbide 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, Union Carbide 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
7
reflected in Union Carbide'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 Union Carbide or any
authorized committee of the board is not of material importance to the total
business conducted by Union Carbide 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 Union Carbide or a Restricted Subsidiary. At March 31, 1999, "Restricted
Property" includes manufacturing facilities of Union Carbide 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 where Union
Carbide or a Restricted Subsidiary now owns or later acquires a Principal
Property, transfers it to a person, and then leases it back from that person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by Union Carbide 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 Union Carbide 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. Union Carbide 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 Union Carbide or a Subsidiary.
8
The Lien may not secure an obligation of Union Carbide 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 Union Carbide or a Restricted Subsidiary. The
Lien may not extend to any other Restricted Property owned by
Union Carbide 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 Union Carbide or
a Restricted Subsidiary;
(4) the Lien is on property at the time Union Carbide 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
Union Carbide 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 previous 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
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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
listed 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. Union Carbide 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 Union Carbide and a Restricted Subsidiary
or between Restricted Subsidiaries;
(3) Union Carbide 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) Union Carbide 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) Union Carbide or a Restricted Subsidiary within 180 days of
the effective date of the lease retires Long-Term Debt of
Union Carbide 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, Union
Carbide or a Restricted Subsidiary may not receive credit for
retirement of: Debt that is retired at maturity or through
mandatory redemption; Debt of Union Carbide that is
subordinated to the Securities; or Debt, if paid in cash, that
is owned by Union Carbide or a Restricted Subsidiary.
In clauses (3) and (4) above, Sale-Leaseback Transactions and Liens
are treated equally. Therefore, if Union Carbide or a Restricted Subsidiary
could create a Lien on a property, it may enter into a Sale-Leaseback
Transaction to the same extent.
Consolidation, Merger or Transfer of Assets
Union Carbide 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 within the United States;
(2) the person assumes by supplemental indenture all the
obligations of Union Carbide under the Indenture, the
Securities;
(3) immediately after the transaction no default exists; and
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(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, Union Carbide 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 Union Carbide, and all
obligations of Union Carbide under the Indenture and the Securities will
terminate.
Exchange of Securities
Unless otherwise set forth in the accompanying prospectus
supplement, 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 Union Carbide maintained for
such purpose and upon fulfillment of all other requirements of the agent.
Defaults and Remedies
An "Event of Default" regarding a series of Securities will occur
if:
(1) Union Carbide 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) Union Carbide 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) Union Carbide fails to perform any of its other
agreements relating to the series and such failure continues
for 90 days after the notice described below;
(4) Union Carbide pursuant to or within the meaning of any
bankruptcy law (as defined below):
(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 (as defined
below) 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:
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(A) is for relief against Union Carbide in an involuntary
case,
(B) appoints a custodian for Union Carbide or for all or
substantially all of its property, or
(C) orders the liquidation of Union Carbide;
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 Union Carbide of the failure and Union Carbide 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 the trustee determines that withholding notice is in
the securityholders interest.
The Indenture does not have a cross-default provision. Thus, a
default by Union Carbide 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 trustee
or 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 Union Carbide. 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
provides otherwise, the Indenture and the Securities 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," Union
Carbide has the right to issue an unlimited amount of Securities under the
12
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,
(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.
The Indenture or the Securities may be amended without the consent
of the securityholder as follows:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for assumption of Union Carbide's obligations to
securityholders in the event of a merger or consolidation
requiring such assumption;
(3) to provide that specific provisions of the Indenture not apply
to a series of Securities not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate trustee for one or more series; or
(6) 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 discharged in accordance with their
terms and, unless the bond resolution establishing the terms of the series
provides otherwise, as set forth below. Union Carbide 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 to maintain agencies in respect of the Securities) with
respect to the Securities of the series and the Indenture ("legal
defeasance"). Union Carbide may also, at any time, terminate as to a series
its obligations with respect to the Securities under the covenants described
under "Covenants" ("covenant defeasance").
13
Union Carbide may exercise its legal defeasance option even after
the exercise of its covenant defeasance option. If Union Carbide exercises
its legal defeasance option, a series may not be accelerated because of an
Event of Default. If Union Carbide exercises its covenant defeasance option,
a series may not be accelerated by reference to the covenants described under
"Covenants."
To exercise either the legal defeasance or covenant defeasance
option regarding a series, Union Carbide 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, Union Carbide 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
the 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 regarding a participant's interest
and records maintained by participants regarding interests of persons other
than participants.
Unless otherwise stated 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 Union Carbide or the trustee, nor any agent of Union
Carbide 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
14
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 Union Carbide 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) Union Carbide 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.
As long as the depositary for global Securities of a series, or its
nominee, is the registered owner of the global Securities, the depositary or
nominee, as the case may be, will be considered the sole holder of Securities
represented by the global Securities for the purposes of receiving payment on
such global Securities, receiving notices and for all other purposes under the
Indenture and the 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 partici-
pants 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. Union Carbide understands that under existing industry
practices, in the event that Union Carbide 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 partici-
pants 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.
15
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 Union Carbide that
it is a limited-purpose trust company organized under the laws 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.
Union Carbide may remove the trustee if certain events occur. Union
Carbide also may remove the trustee with or without cause if Union Carbide
notifies the trustee six months in advance and if no Default occurs during the
six-month period.
PLAN OF DISTRIBUTION
Union Carbide 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 regarding the Securities being offered by
the prospectus supplement will indicate the terms of the offering of the
Securities, including the name or names of any underwriters or agents, the
purchase price of the Securities and the proceeds to Union Carbide from the
sale of the Securities. The prospectus supplement will also indicate any
underwriting discounts, commissions and other items that make up the
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.
If underwriters are used in the sale of Securities, the 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
16
underwriters designated by Union Carbide), or directly by one or more
underwriters acting alone. Unless otherwise indicated in the prospectus
supplement, the obligations of the underwriters to purchase the Securities
will be subject to certain conditions, and the underwriters will be obligated
to purchase all of the 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 Union Carbide or through
agents selected by Union Carbide from time to time. The prospectus supplement
regarding any Securities sold in this manner will indicate the name of any
agent involved in the offer or sale of the Securities as well as any
commissions payable by Union Carbide to the agent. Unless otherwise indicated
in the prospectus supplement, the agent will act on a best efforts basis for
the period of its appointment.
If dealers are used in the sale of any Securities, Union Carbide
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 indicated in the prospectus supplement regarding the
Securities being offered by that prospectus.
If so indicated in the prospectus supplement, Union Carbide will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Securities from Union Carbide 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. Union Carbide cannot predict the activity of trading in, or
liquidity of, any Securities.
Agents, underwriters and dealers may be entitled, under agreements
entered into with Union Carbide, to indemnification by Union Carbide against
certain civil liabilities, including liabilities under the Securities Act of
1933 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 Union Carbide in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Securities will be
passed upon for Union Carbide by Bruce D. Fitzgerald, Vice-President, General
Counsel and Secretary of Union Carbide or by Phyllis Savage, Assistant General
Counsel and Chief Finance and Securities Counsel of Union Carbide, or by other
counsel selected by Union Carbide, and for the agents, underwriters and
17
dealers by Davis Polk & Wardwell, New York, NY, or by other counsel
satisfactory to the relevant agents, underwriters or dealers. At March 31,
1999, Mr. Fitzgerald owned 8,050 shares of Union Carbide's common stock
including shares allocated pursuant to Union Carbide's employee stock
ownership plan and Ms. Savage owned 4,416 shares of Union Carbide common stock
including shares allocated pursuant to Union Carbide's employee stock
ownership plan. At March 31, 1999, Mr. Fitzgerald held options to purchase
95,300 shares of Union Carbide's common stock and Ms. Savage held options to
purchase 33,700 shares of Union Carbide's common stock.
EXPERTS
Union Carbide's consolidated financial statements and schedule as of
December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998 incorporated by reference herein have been
incorporated herein in reliance upon the reports of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC filing fee............................ $142,504
Accounting fees and expenses.............. 5,000
Legal fees and expenses................... 25,000
Trustee's fees and expenses............... 20,000
Blue sky fees and expenses................ 5,000
Printing expenses......................... 10,000
Miscellaneous............................. 23,000
Total..................................... $230,504
*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. 333-59635.
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, the
director must be indemnified to the extent the director was successful.
Additionally, indemnification is permitted in both third-party and derivative
suits if the director acted in good faith and for a purpose the director
reasonably believed was in the best interests of Union Carbide, and if, in the
case of a criminal proceeding, the director 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 Union Carbide absent a court determination that the person is fairly and
reasonably entitled to indemnity.
Notwithstanding the failure of Union Carbide 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 Union Carbide'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 Union
Carbide or to other organizations at Union Carbide's request.
II-1
Union Carbide has entered into indemnity agreements with each of its
directors and officers which require Union Carbide, 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 Union Carbide, 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 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 Union
Carbide, Union Carbide, 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 Union Carbide contains a provision eliminating the personal
liability of its directors to Union Carbide or its shareholders except to the
extent such liability may not be eliminated by law.
Union Carbide 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 Union Carbide. In
addition, Section 6 of the Underwriting Agreement (Exhibit 1 hereto) provides
for the indemnification of the officers and directors of Union Carbide against
certain liabilities.
Item 16. Exhibits.
All exhibits are filed herewith, except as indicated.
1. Form of Standard Underwriting Agreement Provisions (including form
of Terms Agreement) dated July 1998. See Exhibit 1 to Registration
Statement 333-59635, which is incorporated herein by reference.
4.1.1 Form of Indenture to be used by Union Carbide Corporation to issue
Securities of Union Carbide Corporation 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 Union Carbide
Corporation and The Chase Manhattan Bank (formerly Chemical Bank),
Trustee. See Exhibit 4.1.2 to Registration No. 33-60705, which is
incorporated by reference herein.
II-2
4.2 Forms of Securities see Exhibits A and B to Exhibit 4.1.1
above.
5 Opinion of Phyllis Savage, Assistant General Counsel and Chief
Finance and Securities Counsel of Union Carbide Corporation.
12 Statement re: Computation of Ratio of Earnings to Fixed Charges of
Union Carbide- Five Years ended December 31, 1998.
23.1 Consent of KPMG LLP, independent auditors.
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 The Chase Manhattan Bank, Trustee.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939
(Form T-1) of The Bank of New York, Trustee.
Item 17. Undertakings.
The undersigned 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
Union Carbide 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 Union Carbide 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
II-3
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 Union Carbide pursuant to the provisions described under Item 15
above, or otherwise, Union Carbide 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 Union Carbide of expenses incurred or paid by a director, officer
or controlling person of Union Carbide 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, Union
Carbide 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.
II-4
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
April 28, 1999.
UNION CARBIDE CORPORATION
By /s/John J. Wulff
John K. Wulff
Vice-President, Chief Financial
Officer and Controller
II-5
POWER OF ATTORNEY
Each person whose signature appears below appoints each of
William H. Joyce, Bruce D. Fitzgerald 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 Date
/s/William H. Joyce Director, Chairman of April 28, 1999
William H. Joyce the Board, President and
Chief Executive Officer
/s/John K. Wulff Vice-President, Chief April 28, 1999
John K. Wulff Financial Officer and
Controller
II-6
Signature Title Date
/s/C. Fred Fetterolf Director April 28, 1999
C. Fred Fetterolf
/s/Rainer E. Gut Director April 28, 1999
Rainer E. Gut
Director
Vernon E. Jordan, Jr.
/s/Robert D. Kennedy Director April 28, 1999
Robert D. Kennedy
/s/Ronald L. Kuehn Director April 28, 1999
Ronald L. Kuehn, Jr.
/s/Rozanne L. Ridgway Director April 28, 1999
Rozanne L. Ridgway
/s/James M. Ringler Director April 28, 1999
James M. Ringler
/s/Paul J. Wilhelm Director April 28, 1999
Paul J, Wilhelm
II-7
_____________________________________________________________________________
Registration No. ______________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________________
EXHIBITS
FILED WITH
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
5 Opinion of Phyllis Savage, Assistant General Counsel
and Chief Finance and Securities Counsel of Union
Carbide Corporation
12 Statement re: Computation of Ratio of
Earnings to Fixed Charges of Union Carbide
Corporation-Five Years ended December 31, 1998
23 Consent of KPMG LLP, independent auditors
25.1 Statement of Eligibility under the Trust
Indenture Act of 1939 (Form T-1) of The Chase
Manhattan Bank, Trustee.
25.2 Statement of Eligibility under the Trust
Indenture Act of 1939 (Form T-1) of the Bank of
New York, Trustee.