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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNION CAMP CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 13-5652423
(State of incorporation or organization) IRS Employer Identification No.
1600 Valley Road, Wayne, New Jersey 07470
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Shares of New York Stock Exchange
Series A Junior Participating Pacific Stock Exchange
Preferred Stock, par value
$1.00 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On November 28, 1995, the Board of Directors of Union Camp
Corporation, a corporation organized under the laws of Virginia (the
"Company"), declared a dividend distribution as of the Close of Business on
February 26, 1996, of one Right for each outstanding share of common stock,
par value $1.00 per share (the "Common Stock"), of the Company to
stockholders of record at the Close of Business on February 15, 1996 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred Stock") at a
price (the "Purchase Price") of $175 per one-thousandth of a share of
Preferred Stock (such fraction, the "Preferred Stock Fraction"), subject to
adjustment. The Purchase Price shall be paid, at the option of the holder,
in cash or by certified bank check or money order payable to the order of
the Company, or shares of Common Stock having a value at the time of
exercise equal to the Purchase Price. The description and terms of the
Rights are set forth in the Rights Agreement between the Company and The
Bank of New York, as Rights Agent, dated as of January 25, 1996, as amended
and restated on June 25, 1996 (the "Rights Agreement"). The term "Close of
Business" means 5:00 p.m., New York City time.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates evidencing the Rights (the "Rights Certificates") will be
distributed. The Rights will separate from the Common Stock and a
distribution of the Rights Certificates will occur (the "Distribution
Date") upon the earlier of (i) ten days after the public announcement by
the Company or an acquiring person that a person or group of affiliated or
associated persons other than an Exempt Person (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), or (ii) 10 business days (or such later date as may be determined
by the Company's Board of Directors prior to such time as any person
becomes an Acquiring Person) following the commencement of a tender offer
or exchange offer that would result in a person or group beneficially
owning 15% or more of such outstanding shares of Common Stock. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
Exempt Person means (x) any Person who would otherwise be an
Acquiring Person, whom the Board of Directors of the Company determines in
good faith has become such inadvertently (including, without limitation,
because (A) such person was unaware that he or it beneficially owned a
percentage of Common Stock that would otherwise cause such person to be an
Acquiring Person or (B) such Person was aware of the extent of his or its
beneficial ownership but had no actual knowledge of the consequences of
such beneficial ownership under the Rights Agreement) and if such person,
either prior to or as promptly as practicable after being advised of such
determination, divests himself or itself of beneficial ownership of a
sufficient number of shares of Common Stock so that such Person would no
longer be an Acquiring Person, in which case such Person shall not be
deemed to be or to have become an Acquiring Person for any purposes of the
Rights Agreement or (y) any
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Person designated as an Exempt Person by the Board of Directors pursuant to
an amendment to the Rights Agreement described below.
The Rights are not exercisable until the Distribution Date and
will expire at the Close of Business on February 26, 2006, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the Close of Business on the Distribution Date, and thereafter such
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Stock Acquisition Date shall occur, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise
price of the Right. Alternatively, if the Rights become exercisable as set
forth in this paragraph, the Company by action of the majority of its Board
of Directors may provide that each Right shall be exchanged for one share
of Common Stock upon the surrender to the Company of the Rights so
exercised and without other payment of the Purchase Price; provided that
the Board of Directors shall not be able to effect such exchange at any
time after any Person (other than the Company or certain other related
parties), together with all Affiliates and Associates of such Person,
beneficially own 50% or more of the shares of Common Stock then
outstanding. The only right of a holder of Rights following the Company's
election to provide for such exchange shall be to receive the above-
described securities. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null
and void.
For example, at an exercise price of $175 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $350 worth of Common Stock (or other consideration, as noted
above) for $175. Assuming that the Common Stock had a per share value of
$70 at such time, the holder of each valid Right would be entitled to
purchase five shares of Common Stock for $175. Alternatively, the Company
could permit the holder to surrender each Right in exchange for one share
of Common Stock (with a value of $70) without the payment of any
consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company engages in a merger or consolidation with another person in which
the Company is the surviving corporation, but in which all or part of its
Common Stock is changed or exchanged, (iii) the Company is a partner to a
statutory share exchange with any person after which the Company is a
subsidiary of any other person or (iv) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to twice the exercise price of the
Right.
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The Purchase Price payable, and the number of Preferred Stock
Fractions or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock or other capital stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or other capital stock or convertible
securities at less than the current market price of the Preferred Stock or
other capital stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock (other than
fractions which are integral multiples of one one-thousandth of a share)
will be issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date
prior to the date of exercise.
At any time prior to the earlier of (i) the date on which a
Section 11(a)(ii) Event occurs and (ii) the Expiration Date, the Board of
Directors of the Company may redeem the Rights, in whole but not in part,
at a price of $0.001 per Right, payable in cash or securities or both (the
"Redemption Price"). Immediately upon the action of the Board of Directors
of the Company ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement
may be amended by the Board of Directors in order to cure any ambiguity, to
designate as an Exempt Person any person who (A) is permitted to report
beneficial ownership of securities (including Common Stock) on Schedule 13G
promulgated under the Securities Exchange Act of 1934, as amended and
(B) to the extent required by the Board of Directors of the Company
(i) agrees to reduce its beneficial ownership below 15% in a manner
satisfactory to the Board of Directors of the Company and does so reduce
its beneficial ownership or (ii) agrees to such conditions to retaining
beneficial ownership as the Board of Directors of the Company (in its sole
discretion) deems necessary or advisable (which designation shall be deemed
not to adversely affect the interests of the holders of Rights
Certificates), and to make such other changes which do not adversely affect
the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, no amendment to adjust the time period
governing redemption may be made at such time as the Rights are not
redeemable.
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As of January 31, 1996 there were 69,118,273 shares of Common
Stock outstanding, 0 shares in the treasury, and 4,854,157 shares reserved
for issuance under stock option plans. Each outstanding share of Common
Stock on February 15, 1996 will receive one Right. As long as the Rights
are attached to the shares of Common Stock and in certain other limited
circumstances, the Company will issue one Right with each new share of
Common Stock so that all such shares will have attached rights. 125,000
shares of Preferred Stock will initially be reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is attached herewith as an exhibit and is incorporated
herein by reference in its entirety.
Item 2. Exhibits.
Exhibit No. Description
(1) Rights Agreement, dated as of January 25, 1996, as
amended and restated as of June 25, 1996, between the
Union Camp Corporation and The Bank of New York as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
UNION CAMP CORPORATION
By: /s/ Dirk R. Soutenkijk
Name: Dirk R. Soutendijk
Title: Vice-President,
Secretary & General
Counsel
Date: June 25, 1996
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EXHIBIT INDEX
Exhibit No. Description
(1) Rights Agreement, dated as of
January 25, 1995, as amended and
restated as of June 25, 1996,
between the Union Camp Corporation
and The Bank of New York as Rights
Agent.