SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-4001
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UNION CAMP CORPORATION
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA 13-5652423
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 VALLEY ROAD, WAYNE, NEW JERSEY 07470
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 201-628-2000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- - - -------------------------------------------------------- --------------------------------------------------------
Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
8 5/8% Sinking Fund New York Stock Exchange
Debentures Due April 15, 2016
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [x] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On March 4, 1994, 69,916,299 shares of Registrant's Common Stock, $1 par
value, were outstanding. On March 4, 1994, the closing price per share for the
Common Stock as reported on the Composite Tape for issues listed on the New York
Stock Exchange was $48-3/4 and the aggregate market value of the Common Stock
held by non-affiliates of the Registrant was $3,408,419,576.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Stockholders for the fiscal year
ended December 31, 1993 (the 'Union Camp 1993 Annual Report') are incorporated
by reference in Parts I, II and IV of this Form 10-K.
Portions of Registrant's Proxy Statement, dated March 18, 1994 (the 'Union
Camp 1994 Proxy Statement'), are incorporated by reference in Part III of this
Form 10-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Index of financial statements
The following financial statements are included at the indicated page in
the Union Camp 1993 Annual Report and are incorporated by reference in this
Annual Report on Form 10-K:
Page
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Consolidated Income for the years ended December 31, 1993, 1992 and 1991........................ 32
Consolidated Balance Sheet December 31, 1993 and 1992........................................... 33
Consolidated Statement of Cash Flows for the years ended December 31, 1993, 1992 and 1991....... 34
Notes to Consolidated Financial Statements...................................................... 35-40
Report of Independent Accountants............................................................... 31
(2) The following schedules, for the three years ended December 31, 1993,
to the Financial Statements are included beginning at the indicated page in this
Annual Report on Form 10-K:
Page
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Report of Independent Accountants on Financial Statement Schedules.............................. 27
Schedule V -- Plant and Equipment and Timberland................................................ 28-29
Schedule VI -- Accumulated Depreciation and Amortization of Plant and Equipment; and Cost of
Company Timber Harvested...................................................................... 30
Schedule VIII -- Valuation and Qualifying Accounts.............................................. 31
Schedule IX -- Short-Term Borrowings............................................................ 32
Schedule X -- Supplementary Income Statement Information........................................ 32
All schedules other than those indicated above are omitted because of the
absence of the conditions under which they are required or because the required
information is set forth in the financial statements and their notes.
(3) All exhibits, including those incorporated by reference.
NO. DESCRIPTION
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3.1 -- Copy of Articles of Incorporation of Union Camp, as amended May 4, 1990 (filed as Exhibit 3(b) to Union
Camp's Quarterly Report on Form 10-Q for the Quarter ended March 31, 1990 and incorporated herein by
reference).
3.2 -- Copy of By-Laws of Union Camp, as amended April 27, 1993 (filed as Exhibit 3(b) to Union Camp's Quarterly
Report on Form 10-Q for the Quarter ended March 31, 1993 and incorporated herein by reference).
4 -- Union Camp hereby agrees to furnish copies of instruments defining the rights of holders of long-term
debt of Union Camp and its consolidated subsidiaries to the Commission upon its request.
10.1 -- Copy of Union Camp's 1982 Stock Option Plan, as amended November 29, 1988 (filed as Exhibit 10(b) to
Union Camp's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by
reference).
10.2 -- Copy of Union Camp's 1989 Stock Option and Stock Award Plan, as amended November 30, 1993.
10.3 -- Copy of Union Camp's Executive Annual Incentive Plan (filed as Exhibit 10(c) to Union Camp's Annual
Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
10.4 -- Copy of Union Camp's Policy Group Long-Term Incentive Plan (filed as Exhibit 19(b) to Union Camp's Annual
Report on Form 10-Q for the quarter ended March 31, 1993 and incorporated herein by reference).
10.5 -- Copy of Union Camp's Directors' Fees Deferral Plan (filed as Exhibit 10(d) to Union Camp's Annual Report
on Form 10-K for the year ended December 31, 1982 and incorporated herein by reference).
10.6 -- Copy of Union Camp's Retirement Plan for Outside Directors as amended November 26, 1991 (filed as Exhibit
10(g) to Union Camp's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated
herein by reference).
10.7 -- Copy of form of Severance Agreement between Union Camp and certain executive officers of Union Camp
(filed as Exhibit 10(g) to Union Camp's Annual Report on Form 10-K for the year ended December 31, 1988
and incorporated herein by reference), as amended by Amendment No. 1 to Severance Agreement (filed as
Exhibit 19 to Union Camp's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1990 and
incorporated herein by reference); as further amended by Amendment No. 2 to Severance Agreement (filed as
Exhibit No. 19(a) to Union Camp's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1991
and incorporated herein by reference).
10.8 -- Copy of Union Camp's Stock Compensation Plan for Non-Employee Directors as amended February 22, 1994.
10.9 -- Copy of Agreement between Union Camp and James M. Reed dated May 14, 1991 (filed as Exhibit 19(c) to
Union Camp's Quarterly Report on Form 10-Q for the Quarter ended September 30, 1991 and incorporated
herein by reference).
10.10 -- Copy of Union Camp Corporation Supplemental Retirement Income Plan for Executive Officers (filed as
Exhibit 19(c) to Union Camp's Quarterly Report on Form 10-Q for the Quarter ended March 31, 1993 and
incorporated herein by reference).
11 -- Statement re computation of per share earnings.
13 -- The portion of Union Camp Corporation's 1993 Annual Report to security holders which is incorporated by
reference into this filing.
21 -- List of subsidiaries of Union Camp (filed as Exhibit 22 to Union Camp's Annual Report on Form 10-K for
the year ending December 31, 1992 and incorporated herein by reference).
23 -- Consent of Independent Accountants.
99(a)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Franklin Employee Investment Plan, Franklin, Virginia.
99(b)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Prattville Employee Investment Plan, Prattville, Alabama.
99(c)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Savannah Employee Investment Plan, Savannah, Georgia.
99(d)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Employees Investment Plan.
99(e)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Salaried Employees' Savings and Investment Plan.
99(f)* -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
Employees' Savings and Investment Plan.
* Filed with their amendment.
(b) Reports on Form 8-K.
No Current Report on Form 8-K was filed by the Registrant during the
quarter ended December 31, 1993.