As filed with the Securities and Exchange Commission on November 27, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 24, 1998
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UNION CAMP CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Virginia
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(State or Other Jurisdiction of Incorporation)
001-04001 13-5652423
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(Commission File Number) (IRS Employer Identification No.)
1600 Valley Road, Wayne, New Jersey 07470
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(Address of Principal Executive Offices) (Zip Code)
(973) 628-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
Item 1. Changes in Control of Registrant
On November 24, 1998, Union Camp Corporation, a Virginia corporation
("UC"), announced that it had entered into an Agreement and Plan of Merger (the
"Merger Agreement"), among UC, International Paper Company, a New York
corporation ("IP"), and Maple Acquisition, Inc., a Delaware corporation
("MergerSub").
Pursuant to the terms of the Merger Agreement, MergerSub will merge
with and into UC, with UC being the surviving corporation (the "Merger"). Each
share of UC common stock, par value $1.00 per share ("UC Common Shares") (other
than UC Common Shares and Rights (as defined below) owned by IP and its
subsidiaries or held in UC's treasury), together with the rights (the "Rights")
attached thereto and issued pursuant to the Amended and Restated Rights
Agreement, dated as of June 25, 1996, between UC and The Bank of New York, a New
York banking corporation, as Rights Agent (the "Rights Agreement"), will be
converted into the right to receive a number of shares of IP common stock, par
value $1.00 per share ("IP Common Shares") equal to the Exchange Ratio.
"Exchange Ratio" means the number obtained by dividing 71.00 by the Average IP
Share Price (defined as the per share closing price of IP Common Shares for 10
randomly chosen days out of the 20 trading days prior to the closing of the
Merger); provided that (i) if the Average IP Share Price is less than $43.70,
the Exchange Ratio will be 1.6247 and (ii) if the Average IP Share Price is
greater than $48.30, the Exchange Ratio will be 1.4700.
Each option to acquire UC Common Shares will be converted into the
right to purchase IP Common Shares.
The Merger is subject to certain regulatory approvals as well as to
adoption of the Merger Agreement by the shareholders of UC and approval of the
issuance of IP Common Shares and the authorization of an increase in the number
of authorized shares of IP Common Shares pursuant to the Merger Agreement by the
holders of IP Common Shares.
The preceding is qualified in its entirety by reference to the Merger
Agreement, which is attached hereto as an Exhibit and which is incorporated
herein by reference.
In connection with the Merger, IP and UC jointly issued a press
release, a copy of which is attached hereto as Exhibit 99 and is specifically
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) See "Index to Exhibits" on page 4.
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNION CAMP CORPORATION
Dated: November 27, 1998 By: /s/ Dirk R. Soutendijk
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Name: Dirk R. Soutendijk
Title: Vice President, General
Counsel, and Secretary
Page 3
INDEX TO EXHIBITS
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of November 24, 1998,
among Union Camp Corporation, a Virginia corporation,
International Paper Company, a New York corporation, and
Maple Acquisition, Inc., a Delaware corporation.
99 Press Release, dated November 24, 1998.
Page 4