united states district court district of...

UNITED STATES DISTRICT COURTDISTRICT OF CONNECTICUT

XSOLOMON EISENBERG, ) CIVIL ACTION NO.On Behalf of Himself and All Others )

cics CU 1-5 nSimilarly Situated, )

) (.2

Plaintiff, ) CLASS ACTION COMPLAINT (i

) FOR THE VIOLATION OF

VS. ) FEDERAL SECURITIES LAWS

)ROBERT P. KRASS, ROBERT J. HART, )PETER B. MANCINO, WILLIAM P. WEIMELS,)FRED C. WOLF, R. EUGENE CARTLEDGE, )JOHN R. HALL, GLENN H. HUTCHINS, )ROBERT D. KENNEDY, HOWARD A. LIPSON, )PETER G. PETERSON, STEPHEN A. )

SCHWARZMAN, DAVID A. STOCKMAN )

and UCAR INTERNATIONAL, INC., ) JURY TRIAL DEMANDED)

Defendants. ) X APRIL 1, 1998

Plaintiff alleges the following, upon information and

belief, based upon the investigation of his counsel, which

included a review of the SEC filings of defendant UCAR

International, Inc. ("UCAR" or the "Company"), securities analyst

reports about the Company, press releases issued by the Company,

and media reports about the Company, and court filings, and

believes that substantial evidentiary support will exist for the

allegations set forth in this complaint after a reasonable

opportunity for complete discovery.

OVERVIEW OF THE ACTION

1. Plaintiff brings this action on behalf of all persons

who purchased the common stock of UCAR from August 15, 1995, the

date of the initial public offering of UCAR stock, through March

13, 1998 (the "Class Period"), to recover damages resulting from

defendants material misrepresentations and omissions which

caused the price of UCAR stock to be artificially inflated.

2. Since the beginning of the Class Period, defendants

have materially misrepresented the earnings of UCAR. Defendants

materially inflated UCAR's earnings by concealing from plaintiff,

class members and the investing public defendants' participation

in an illegal, price-fixing conspiracy that was designed to and

did cause the market price of graphite electrodes to become and

remain unlawfully inflated enabling the Company to report

inflated earnings. In particular, throughout the Class Period,

defendants continuously participated in a series of meetings held

in the Far East, Europe and the United States during which UCAR

and its co-conspirators agreed to increase prices, eliminate

discounts and set production volumes for graphite electrodes in

violation of federal and state antitrust laws. Statements

disseminated by the Company concerning UCAR's financial

performance thus were materially false and misleading, as these

statements were predicated upon revenue and earnings reported by

the Company which were based upon prices which were illegally

maintained at high levels.

3. As a result of defendants' deceptive and illegal

conduct, plaintiff and other class members purchased their UCAR

shares at grossly inflated prices. Had plaintiff and the other

class members been aware of the true condition of UCAR, they

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would not have purchased their UCAR shares at the inflated prices

they paid.

JURISDICTION AND VENUE

4. Jurisdiction exists pursuant to Section 27 of the

Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. §

78aa, and 28 U.S.C. §§ 1331 and 1337. The claims asserted herein

arise under Sections 10(b) and 20(a) of the Exchange Act, 15

U.S.C. §§ 78j(b), 78t(a) and 78t-1, and Rule 10b-5 promulgated by

the Securities and Exchange Commission and under state law.

5. Venue is proper in this District pursuant to Section 27

of the Exchange Act and 28 U.S.C. § 1391(b). Many of the acts

giving rise to the violations complained of occurred in this

District, and UCAR's principal executive offices are located in

this District.

6. In connection with the wrongs complained of, defendants

used the instrumentalities of interstate commerce, including the

U.S. mails and the facilities of the national securities markets.

PARTIES

7. Plaintiff Solomon Eisenberg purchased 1000 shares of

UCAR common stock during the Class Period and has suffered

damages thereby.

8. Defendant UCAR is a corporation duly organized and

existing under the laws of the State of Delaware. The Company's

principal executive offices are located at 39 Old Ridgebury Road,

Danbury, Connecticut 06817. The Company is the world's largest

manufacturer of graphite and carbon electrodes. The graphite

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electrodes manufactured by the Company are primarily used to

produce steel from scrap metal in electric-arc furnaces,

minimills and ladle furnaces.

9. Defendant Robert P. Krass ("Krass") served at relevant

times during the Class Period as the Chairman of the Board of

Directors, Chief Executive Officer and President of UCAR until

March 13, 1998, when he suddenly retired, effective immediately,

without any warning or explanation. During the Class Period,

Defendant Krass sold 55,000 shares of UCAR common stock while in

possession of materially adverse non-public information

concerning UCAR and realized proceeds totaling approximately

$1,945,900. Upon information and belief, because of defendant

Krass's position with the Company, he participated in the illegal

price-fixing scheme and he knew the adverse non-public

information about its business, finances and business prospects

via his access to internal corporate documents (including the

Company's operating plans, budgets and forecasts and reports of

actual operations compared thereto), conversations and

connections with other corporate officers and employees,

conversations with other Chief Executive Officers or other

representatives of other companies conspiring in the price-fixing

scheme, attendance at management and Board of Directors' meetings

and committees thereof and via reports and other information

provided to him in connection therewith.

10. Defendant Robert J. Hart ("Hart") at relevant times

during the Class Period served as senior Vice President, Chief

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Operating Officer and General Manager (North and South America)

of UCAR until March 13, 1998, when he suddenly retired, effective

immediately, without any warning or explanation. During the

Class Period, defendant Hart sold 57,000 shares of UCAR common

stock while in possession of materially adverse non-public

information concerning UCAR and realized proceeds totaling

approximately $2,493,000. Upon information and belief, because

of defendant Hart's positions with the Company, he knew the

adverse non-public information about its business, finances,

products, markets and business prospects via his access to

internal corporate documents (including the Company's operating

plans, budgets and forecasts and reports of actual operations

compared thereto), conversations and connections with other

corporate officers and employees, attendance at management and

Board of Directors' meetings and committees thereof and via

reports and other information provided to him in connection

therewith.

11. Defendant Peter B. Mancino ("Mancino") has served as

Vice President, General Counsel and Secretary of UCAR at relevant

times during the Class Period. During the Class Period,

defendant Mancino sold 45,000 shares of UCAR common stock while

in possession of materially adverse non-public information


$2,086,580.

12. Defendant William P. Wiemels ("Wiemels") has served as

Vice President, Chief Financial Officer and Treasurer of UCAR at

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relevant times during the Class Period. During the Class Period,

defendant Wiemels sold 30,000 shares of UCAR common stock while

in possession of materially adverse non-public information


$1,425,600.

13. Defendant Fred C. Wolf ("Wolf") has served as Vice

President, Administration and Strate gic Projects, of UCAR at

relevant times during the Class Period. During the Class Period,

defendant Wolf sold 75,000 shares of UCAR common stock while in



$3,443,750.

14. Defendant R. Eugene Cartledge ("Cartledge") has served

as a Director of UCAR at relevant times during the Class Period.

15. Defendant John R. Hall ("Hall") has served as a

Director of UCAR at relevant times during the Class Period.

16. Defendant Glenn H. Hutchins ("Hutchins") has served as

a Director of UCAR at relevant times during the Class Period.

17. Defendant Robert D. Kennedy ("Kennedy") has served as a


18. Defendant Howard A. Lipson ("Lipson") has served as a


19. Defendant Peter G. Peterson ("Peterson") has served as


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20. Defendant Stephen A. Schwarzman ("Schwarzman") has

served as a Director of UCAR at relevant times during the Class

Period.

21. Defendant David A. Stockman ("Stockman") has served as


22. Each of defendants Hutchins, Lipson, Peterson,

Schwarzman, and Stockman were the beneficial owners of 7,711,227

shares of UCAR stock which was sold in April 1997 for proceeds of

approximately $282,076,683 while such defendants were in


concerning UCAR.

23. Each of the foregoing individual defendants are

collectively sometimes hereinafter referred to as the "Individual

Defendants."

24. During the Class Period, by reason of their senior

management positions and day-to-day operation of the activities

of UCAR, or by membership on the Board of Directors of UCAR, the

Individual Defendants were controlling persons of UCAR within the

meaning of Section 20 of the Exchange Act and each exercised the

power and influence to cause, and did cause, UCAR to engage in

the unlawful conduct complained of herein. Each of the

Individual Defendants is sued as a direct participant in the

wrongdoing as alleged herein and in his capacity as a controlling

person of UCAR. These defendants, because of their positions of

control, were able to and did, directly or indirectly, control

the business of UCAR, as well as the contents of the annual and

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quarterly financial reports of UCAR, other SEC filings, public

statements and press releases. Each of the defendants knew, or

in reckless disregard of the facts should have known, that a

significant portion of UCAR's revenues and growth depended on the

Company's price-fixing and other anti-competitive practices. As

senior officers and/or directors of a publicly-held company whose

stock is registered with the SEC under the Securities Act of

1933, these defendants had a duty to promptly disseminate

accurate and truthful information with respect to the operations,

earnings performance, management and business prospects of UCAR,

and to correct any previously issued statements that had become

untrue, so that the market price of the securities of UCAR would

be based on truthful and accurate information.

25. Notwithstanding their duty, the Individual Defendants

participated in the alleged wrongdoing, in part, to artificially

inflate the market price of UCAR common stock by prolonging the

illusion of UCAR's continued growth and success, inflating UCAR's

publicly reported revenue, earnings, assets and net worth, and

concealing the adverse facts which impacted the business and

financial condition of UCAR, which were unknown to the investing

public, in order to artificially inflate the market price of UCAR

common stock. The Individual Defendants made the material

misrepresentations, omissions and misleading statements alleged

herein so that they could, among other things, increase the

market price of their shares of UCAR, which many of the

Individual Defendants sold at a substantial profit, protect their

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executive and/or directorship positions through which they

received large salaries, and conceal and cover up their own prior

and current misconduct and avoid being held responsible therefor.

CLASS ALLEGATIONS

26. Plaintiff brings this action as a class action pursuant

to Federal Rules of Civil Procedure 23 (a) and 23(b)(3) on behalf

of all persons who purchased the common stock of UCAR during the

Class Period, except defendants, members of their immediate

families and any entity in which a defendant has a controlling

interest (the "Class").

27. The members of the Class are so numerous that joinder

of all members is impracticable. UCAR has more than 47 million

shares of stock outstanding. During the Class Period, millions

of shares of UCAR stock were purchased by at least hundreds of

persons who were damaged thereby. Plaintiff's claims are typical

of the claims of the Class because plaintiff and the Class

members sustained damages arising from and proximately caused by

defendants' wrongful conduct.

28. Plaintiff will adequately protect the interests of the

Class. Plaintiff has retained counsel experienced and competent

in class action securities litigation. Plaintiff has no

interests which are in conflict with those of the Class.

29. A class action is superior to other available methods

for the fair and efficient adjudication of this controversy.

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30. Common questions of law and fact predominate over

questions which affect only individual members. Among the

questions of law and fact common to the Class are:

(a) Whether the federal securities laws were violated

by defendants acts;

(b) Whether defendants' statements during the Class

Period misrepresented and/or omitted material facts;

(c) Whether defendants pursued the fraudulent scheme

and course of conduct complained of;

(d) Whether the press releases, SEC filings and other

public statements disseminated by defendants omitted material

facts about the Company's price-fixing and other anti-competitive

activities;

(e) Whether defendants acted intentionally or

recklessly;

(f) Whether the market price of the Company's stock

was inflated due to the activities complained of; and

(g) The extent and measure of damage sustained by the

Class.

31. A class action is superior to other available methods

for the fair and efficient adjudication of this controversy. The

Class is so numerous and geographically dispersed that it would

be impracticable for each member of the Class to bring a separate

action or to be joined in an individual action. The individual

damages of any member of the Class may be relatively small when

measured against the potential costs of bringing this action, and

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thus make the expense and burden of this litigation unjustifiable

for individual actions. In this class action, the Court can

determine the rights of all members of the Class with judicial

economy.

32. There will be no difficulty in the management of this

litigation which would preclude its maintenance as a class

action. The names and addresses of the record owners of the

shares of the Company's common stock purchased during the Class

Period are available from the Company's transfer agent. Notice

can be provided to such record owners and all Class Members by a

combination of published notice and first-class mail, using

techniques and a form of notice similar to those customarily used

in class actions arising under the federal securities laws.

SUBSTANTIVE ALLEGATIONS

33. UCAR is one of the world's leading producers of

graphite and carbon products for industrial applications in a

diverse array of industries. The Company's products include

graphite and carbon electrodes, graphite specialties, carbon

specialties, cathode blocks, and grafoil, and are manufactured on

four continents and sold in over 70 countries around the world.

34. UCAR is the world's largest manufacturer of graphite

electrodes. Graphite electrodes are large carbon columns used by

steel "mini-mills" to melt scrap steel in electric arc furnaces

and to refine steel in ladle furnaces. Because of the intense

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heat involved in this process, the graphite electrodes used in

these furnaces are constantly being consumed. As a result, steel

manufacturers are constantly purchasing new graphite electrodes

in order to replace the electrodes consumed in the steel making

process.

35. Upon information and belief, during the period 1993

through January 1997, UCAR, acting in concert with its co-

conspirators, participated in a series of meetings held in the

Far East, Europe and the United States during which UCAR and its

co-conspirators agreed to increase prices, eliminate discounts

and set production volumes for graphite electrodes in violation

of federal and state antitrust laws.

36. In addition, upon information and belief, during this

same period, UCAR and its co-conspirators, including Showa Denko

Carbon, Inc., SGL Carbon AG, and Carbide/Graphite Group, Inc.,

also illegally agreed to allocate the world market for graphite

electrodes amongst themselves and, acting in furtherance of this

agreement, allocated control of specific geographic regions

amongst the co-conspirators, fixed prices in these regions as

agreed among the co-conspirators, and restricted access of

geographic electrode makers not involved in the conspiracy.

37. On June 5, 1997, UCAR's offices were raided by agents

of the Federal Bureau of Investigation with search warrants and

subpoenas, seeking documents and records regarding the Company's

graphite electrode activities, to be used in connection with

their investigation of UCAR's anti-competitive activities.

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38. In an effort to downplay the event, on that same date,

the Company announced over the PR Newswire that:

[']t has been served with a subpoena issued by agrand jury empaneled by the United States DistrictCourt for the Eastern District of Pennsylvania anda related search warrant. Counsel for the Companyhas been informed by members of the Federal Bureauof investigation that attorneys for the AntitrustDivision of the United States Department ofJustice and the grand jury are investigating pricefixing by producers of graphite electrodes.

The Company, through its counsel, iscooperating with the government in theinvestigation. At this time, as far as theCompany is aware, the government has not madea finding that any person or company violatedthe law.

39. Reacting to this news, the Company's stock price

dropped $6 3/8 to close at $41 7/8 on June 5, 1997.

40. On June 16, 1997, the Company announced over the PR

Newswire that it had been served with a complaint commencing a

class action lawsuit seeking damages on behalf of steel makers

consuming graphite electrodes. In another effort to mitigate

this bad news, the Company stated that: "The complaint does not

contain any specific factual allegations of wrongdoing, and

appears to be based on the existence of the previously announced

governmental investigation."

41. The market, reacting to this news, caused the stock to

close the next day at $41, a $3 1/8 drop from the previous day.

42. On July 17, 1997, the Company reassured investors by

reporting record earnings. In the Company's announcement over

the PR Newswire, the Company made no mention of the Department of

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Justice ("DOJ") investigation nor of the antitrust class action

lawsuit pending against the Company.

43. On November 4, 1997, the Company filed with the SEC its

report of financial results for the period ending September 30,

1997 on Form 10-Q. In the section of the Company's 10-Q entitled

"Legal Proceedings," the Company summarized the investigation of

the Department of Justice, and the antitrust class action lawsuit

filed on June 17, 1997. It then continued:

Subsequently through October 30, 1997, the Companyhas been served with four additional complaintscommencing similar lawsuits in the District Court.. . . In each complaint, the plaintiffs allegethat the defendants violated Federal antitrustlaws. None of the complaints contains anyspecific allegations of the factual basisunderlying such violations, and all of thecomplaints appear to be based on the existence ofthe previously announced grand jury investigation.

On October 10, 1997, the District Courtordered a nine-month stay of certain formaldiscovery proceedings.

44. Once again, as a result of the Company downplaying the

investigation, the market did not fully react to the information,

and the Company's stock price did not falter, and even increased

slightly over the next few weeks.

THE TRUTH BEGINS TO BE REVEALED

45. On February 23, 1998, Showa Denko Carbon, Inc., a U.S.

subsidiary of a Japanese company and one of the targets of the

federal grand jury probe, agreed to plead guilty to having

participated in a worldwide conspiracy to fix prices for graphite

electrodes in violation of federal antitrust laws. It also

agreed to pay a fine in the amount of $29 million -- the fourth

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largest fine ever levied by the DOJ antitrust division. In

making the announcement, Justice Department officials made clear

that the probe would continue against other co-conspirators,

including UCAR.

46. On that same day, Credit Suisse First Boston

Corporation ("First Boston") downgraded the Company's stock from

Buy to Hold in light of the adverse news. The analyst covering

the stock, Thomas M. Van Leeuwen ("Van Leeuwen"), stated:

The major implication for UCAR is thatpotential damages could be much greater than weexpected. Conversations with the company'soutside counsel had previously led us to believe that a DOJ fine, in the event of a finding of wrongdoing, would amount to a maximum of 810million, the statutory maximum for corporationsconvicted of violating the Sherman Antitrust Act.Yet, according to the DOJ press release, penaltiescan be increased to twice the amount of any gainto the conspirators (or twice the loss tocustomers) if that amount exceeds the $10 millionstatutory fine. This appears to have been thecase with Showa Denko.

While we believe the electrode industrystructure provides producer pricing power, in theevent that the DOJ did find against UCAR, itsgreater market share . . . would likely produce a criminal liability much higher than Showa Denko's-- perhaps as much as $50 million. Given ShowaDenko's plea, the market may assume a worst case scenario for UCAR. A $50 million . . . potentialcriminal fine could remain discounted in UCAR'sstock price until the company's innocence isproven. . . . Potential civil damages are alsolikely to remain discounted in UCAR shares. . . .Using its worst-case discount, the market islikely to assume that any civil damages could besubstantial. . . . In all, it would seem that the liabilities for UCAR could total as much as $125 million - 8200 million, or about 82.65-$4.24 per share pretax. (Emphasis added.)

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47. In light of the adverse news about the Company, the

market reacted swiftly and the Company's shares fell $5.88, or

13%, to end at $34 on volume of over 4.7 million shares, compared

with an average daily turnover of 144,500 shares.

48. On February 25, 1998, the Company responded over the PR

Newswire to the plea agreement. Mancino attempted to reassure

investors by stating that:

Neither UCAR nor any officer of UCAR has beencharged in the . . . investigation. . . . TheCompany is continuing to cooperate with thegovernment in its investigation and the Companyintends to continue to vigorously defend againstthe related civil suit. We are continuing toevaluate the DOJ announcement. It is our policy,however, not to comment on specific developmentsrelating to the investigation or the civil suit.

49. On March 13, 1998, the Company further shocked the

market by announcing that Krass and Hart suddenly retired,

effective immediately. The Company stated that it refused to

comment on this event because of its policy not to comment on

specifics of personnel matters or developments in any ongoing

investigations or litigation.

50. In its analyst report on March 13, 1998, First Boston

stated:

We believe the abrupt retirements of chairmanand CEO Robert Krass and COO Robert Hart . . . maypoint to difficulties ahead for the company withrespect to the . . . investigation.

* * *

The language used by the DOJ in its caseagainst Showa Denko and in a subsequent speechleads us to conclude that the DOJ believes it canprove other companies were involved in the

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conspiracy and that their fines for such activitywould be substantial.

51. In addition, on March 16, 1998, First Boston announced:

We believe the sudden CEO and COO retirementspoint to troubles ahead. Further, potential finesagainst UCAR . . . could be significantly greaterthan we had previously estimated. We now envisiona worst case scenario for U.S. DOJ, U.S. classaction, and Western European penalties of morethan $400 million, double our previous $200million worst case estimate.

52. News of the breadth of the investigation and the nature

of the downturn of the Company stunned the investment community

as the price of UCAR's stock plummeted on March 16, 1997 by

$4.438 to close at $27.50, its lowest since UCAR became a

publicly traded company in 1995.

53. Following the Class Period, on March 31, 1998, UCAR

announced that it was recording a charge of $340 million for

potential liabilities arising out of the antitrust investigations

in the United States and Europe as well as associated civil

antitrust lawsuits and claims and legal costs, and that the

Company was restating its previously reported results for the

fourth quarter of 1997 and for the entire 1997 year. The

restatement resulted in a net loss of $160 million (rather than a

profit of $147 million) for 1997 and a net loss of $276 million

(rather than a profit of $31 million) for the fourth quarter of

1997.

54. The Company, through its officers and directors,

committed a series of fraudulent acts upon the market. These

acts included (i) the dissemination of materially false and

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misleading earnings and statements to the public through the

Company's SEC filings throughout the Class Period, including the

Company's Registration Statement and Prospectus filed in

connection with its initial public offering in August 1995 and

all quarterly and annual filings with the SEC thereafter, and in

press releases and statements to analysts regarding the Company's

role and involvement in the worldwide conspiracy to engage in the

• price-fixing of the graphite electrode products and (ii) the

failure to disclose in the Registration Statement and the

quarterly and annual SEC filings that the revenues and earnings

of UCAR were inflated through the illegally fixed prices of its

products. These acts were committed during the class period in

order to inflate the price of the common stock and to inflate the

revenues, financial condition and business prospects of the

Company.

SCIENTER ALLEGATIONS

55. As alleged herein, defendants acted with scienter in

that the Individual Defendants knew or recklessly disregarded

that the public documents and statements issued or disseminated

in the name of UCAR were materially false and misleading; knew

that such statements or documents would be issued or disseminated

to the investing public; and knowingly or recklessly

substantially participated or acquiesced in the issuance or

dissemination of such statements or documents as primary

violators of the federal securities laws. As set forth elsewhere

herein in detail, defendants, by virtue of their receipt of

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information reflecting the true facts regarding UCAR, their

control over, and/or receipt and/or modification of UCAR's

allegedly materially misleading misstatements and/or their

associations with UCAR's which made them privy to confidential

proprietary information concerning UCAR, directly participated in

the fraudulent scheme alleged herein. Defendants knew and/or

recklessly disregarded the falsity and misleading nature of the

information which they caused to be disseminated to the investing

public.

56. The Individual Defendants engaged in such a scheme to

inflate the price of UCAR securities in order to enhance the

value of their personal UCAR securities, including large amounts

of UCAR stock which they sold during the Class Period, and to

ensure the success of the initial public offering of UCAR stock.

57. The Individual Defendants were further motivated to

commit the wrongs alleged herein in order to maintain the

substantial compensation and prestige they obtained from their

positions with the Company.

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COUNT I

Section 10(b) Of TheExchange Act And Rule 10b-5

58. Plaintiff incorporates each and every allegation set

forth above as if fully set forth below.

59. During the Class Period, the defendants engaged in a

course of conduct, described above, pursuant to which they

knowingly or recklessly engaged in acts, transactions, practices,

and a course of business which operated as a fraud upon plaintiff

and the other members of the Class; made various untrue

statements of material facts and omitted to state material facts

necessary to make statements made, in light of the circumstances

under which they were made, not misleading to plaintiff and the

other Class members; and employed manipulative and deceptive

devices and contrivances in connection with the purchase of UCAR

securities.

60. The purpose and effect of the defendants' plan, scheme,

conspiracy and course of conduct was to artificially inflate the

price of the Company's common stock and then artificially

maintain the market price of said common stock.

61. The Individual Defendants, through their positions with

the Company, had actual knowledge of the material omissions

and/or the falsity of the statements set forth above, and

intended to deceive plaintiff and the other members of the Class

or, in the alternative, acted with reckless disregard for the

truth when they failed or refused to ascertain and disclose in

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the aforementioned documents the true facts to plaintiff and the

other members of the Class.

62. Defendant UCAR and the Individual Defendants had actual

knowledge of the material omissions and/or the falsity of the

statements set forth above, and intended to deceive plaintiff and

the other members of the Class or, in the alternative, acted with

a reckless disregard for the truth when defendants failed or

refused to ascertain and disclose in the aforementioned documents

the true facts to plaintiff and the other members of the Class.

63. As a result of the foregoing, the market price of UCAR

common stock was artificially inflated during the Class Period.

In ignorance of the materially false and misleading nature of the

misrepresentations described above made by defendants, and the

deceptive and manipulative devices and contrivances employed by

the defendants, plaintiff and the other members of the Class

relied, to their detriment, on the integrity of the market price

of the stock in purchasing UCAR stock. Had plaintiff and the

other members of the Class known of the material adverse

information not disclosed by the defendants, they would not have

purchased UCAR common stock at the artificially inflated prices

that they did.

64. Plaintiff and the other members of the Class have

suffered substantial damages as a result of the wrongs alleged

herein.

65. By reason of the foregoing, defendants have violated

Section 10(b) of the Exchange Act and Rule 10b-5 promulgated

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thereunder, in that they: (a) employed devices, schemes and

artifices to defraud; (b) made untrue statements of material fact

or omitted to state material facts necessary to make the

statements made not misleading; and (c) engaged in acts,

practices and a course of business which operated as a fraud or

deceit upon plaintiff and the other members of the Class in

connection with their purchases of UCAR common stock during the

Class Period.

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COUNT II

Section 20(a) Of The Exchange Act

Against the Individual Defendants

66. Plaintiff incorporates each and every allegation set

forth above as if fully set forth below.

67. The Individual Defendants acted as controlling persons of

the Company within the meaning of §20 of the Exchange Act. By

reasons of their positions as with the Company, the Individual

Defendants had the power and authority to cause the Company to

engage in the wrongful conduct complained of herein.

68. By reason of such wrongful conduct, the Individual

Defendants are liable pursuant to §20(a) of the Exchange Act. As

a direct and proximate result of the Individual Defendant's

wrongful conduct, plaintiff and the other members of the Class

suffered damages in connection with their purchases of the

Company's securities during the Class Period.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Class demand judgment as follows:

1. Declaring that this action shall be maintained as a class

action and appointing plaintiff the lead plaintiff and his counsel

lead counsel;

2. Declaring and determining that the defendants violated

the federal securities laws by reason of their conduct as alleged

herein;

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3. Directing defendants, jointly and severally, to pay to

plaintiff and to all members of the Class damages in an amount to

be proven at trial, with interest thereon;

4. Awarding plaintiff and the Class their reasonable costs

and expenses incurred in this action, including counsel fees and

expert fees; and

5. Such other and further relief as the Court may deem just

and proper.

JURY TRIAL DEMANDED

Plaintiff demands a trial by jury of all issues so triable.

Plaintiff Solomon Eisenberg, onbehalf of himself and all otherssimilarly situated,

By:

Andrew M. Schatz (ct 00603)Jeffrey S. Nobel (ct 04855)SCHATZ & NOBEL, P.C.216 Main StreetHartford, Connecticut 06106(860) 493-6292

-- and --

Joseph H. WeissRichard A. AcocelliJack I. ZwickWEISS & YOURMAN551 Fifth AvenueSuite 1600New York, NY 10176(212) 682-3025

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CERTIFICATION OF PLAINTIFFPURSUANT TO FEDERAL SECURITIES LAWS

SOLOMON EISENBERG ( "Plaintiff"), under the penalties of

perjury, hereby certifies as follows:

1. I have reviewed the complaint being filed on my behalf

and on behalf of all others similarly situated and authorized its

filing.

2. I did not purchase the security that is the subject of

this action at the direction of counsel or in order to

participate in this private action.

3. I am willing to serve as a representative party on

behalf of the class, including providing testimony at deposition

and trial, if necessary.

4. To the best of my current knowledge, the following are

all my transactions in UCAR International, Inc. securities during

the Class Period:

Date & Type of Transaction No. of Shares Price Der Share

03-06-98 Purchase 1,000 $34 9/16

03-16-98 Sale 500 $30 3/8

03-16-98 Sale 500 $30 15/16

S. I have been a named plaintiff in one federal securities

class action case in the last three years: Brooke Graubart et

al. v. Insignia Solutions, PLC, No. C-97-20265-JW.

6. I will not accept any payment for serving as a

representative party on behalf of the class beyond Plaintiff's

pro rata share of any recovery, except as ordered or approved by

the court, including any award for reasonable costs and expenses

TOTAL P.02

2d 1b101

(including lost wages) directly relating to the representation of

the class.

7. The matters stated in this certification are true to

the best of my current knowledge, information and belief.

8. hereby certify, under penalty of perjury, that the

foregoing is true and correct.

DATED: April , 1988

A /

A 14SOLOMON EISENBERG

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united states district court district of...

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