AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNION CAMP CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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VIRGINIA 13-5652423
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1600 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(973) 628-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DIRK R. SOUTENDIJK, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNION CAMP CORPORATION
1600 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(973) 628-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
KEVIN KEOGH, ESQ. STEPHEN A. GRANT, ESQ.
WHITE & CASE SULLIVAN & CROMWELL
1155 AVENUE OF THE AMERICAS 125 BROAD STREET
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) FEE
Debt Securities............................... U.S.$400,000,000 100% U.S.$400,000,000 $121,212
(1) Or, if any Debt Securities are issued as an original issue discount or with
a principal amount denominated in a foreign currency or currency unit, such
principal amount as shall result in an aggregate initial offering price the
equivalent of U.S.$400,000,000 at the time of initial offering.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
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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.
________________________________________________________________________________
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 20, 1997
$400,000,000
UNION CAMP CORPORATION
DEBT SECURITIES
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Union Camp Corporation ('Union Camp' or the 'Company') may from time to
time offer its debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness ('Securities') at an aggregate initial
public offering price not to exceed U.S. $400,000,000 or its equivalent in any
other currency, units of two or more currencies or in a composite currency. If
Securities are sold at an original issue discount, the Company may issue such
higher principal amount as may be sold for an initial public offering price of
up to $400,000,000 or its equivalent. The Securities may be offered as separate
series in amounts, at prices and on terms to be determined at the time of sale
and to be set forth in supplements to this Prospectus. The Company may sell
Securities to or through underwriters, and also may sell Securities directly to
other purchasers or through agents. See 'Plan of Distribution'.
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations (which may be in United
States dollars, in any other currency, units of two or more currencies or in a
composite currency), maturity, rate (which may be fixed or variable) and time of
payment of interest, if any, terms for redemption at the option of the Company
or the holder, terms for sinking or purchase fund payments, the initial public
offering price, the names of any underwriters or agents, the principal amounts,
if any, to be purchased by underwriters or agents and the compensation, if any,
of such underwriters or agents and the other terms in connection with the
offering and sale of the Securities in respect of which this Prospectus is being
delivered, are set forth in the accompanying Prospectus Supplement ('Prospectus
Supplement').
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1997.
AVAILABLE INFORMATION
Union Camp is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the '1934 Act'), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the 'Commission'). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048;
and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission
maintains a web site on the internet at http://www.sec.gov, that contains the
Company's reports, proxy statements and other information. Such material can
also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, and the Pacific Stock Exchange, Inc., 301 Pine
Street, San Francisco, California 94104.
This Prospectus constitutes part of a Registration Statement filed by Union
Camp with the Commission under the Securities Act of 1933, as amended. In
accordance with the regulations of the Commission, this Prospectus omits certain
of the information contained in the Registration Statement, and reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the Securities offered
hereby. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (filed
with the Commission on March 27, 1997), Quarterly Reports on Form 10-Q for the
quarters March 31, 1997 (filed with the Commission on May 14, 1997) and June 30,
1997 (filed with the Commission on August 13, 1997) and Proxy Statement for the
Annual Meeting of Stockholders on April 29, 1997 (filed with the Commission on
March 21, 1997).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
UNION CAMP WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON REQUEST, A COPY OF ANY OR ALL OF THE
DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO MR. DIRK R. SOUTENDIJK, VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY, UNION CAMP CORPORATION, 1600 VALLEY ROAD, WAYNE, NEW JERSEY
07470, TELEPHONE: (973) 628-2000.
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THE COMPANY
Union Camp Corporation, a Virginia corporation, is engaged principally in
the manufacture and sale of paper and paperboard, packaging products and wood
products, and the production and sale of a wide variety of wood-based and
non-wood-based chemicals, including aroma chemicals and flavor and fragrance
ingredients produced and sold by its majority-owned subsidiary, Bush Boake Allen
Inc. Union Camp controls approximately 1.6 million acres of timberlands in
Georgia, Alabama, Virginia, Florida, North Carolina and South Carolina, most of
which are owned by the Company.
Union Camp's principal executive offices are located at 1600 Valley Road,
Wayne, New Jersey 07470 and its telephone number is (973) 628-2000. As used in
this Prospectus, the terms 'Union Camp' and the 'Company' mean Union Camp
Corporation and its subsidiaries unless the context otherwise requires.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, Union
Camp intends to use the net proceeds from the sale of the Securities for general
corporate purposes which may include the repurchase or redemption of outstanding
debt obligations, funds for working capital and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.6 for the six months ended
June 30, 1997 and 2.3, 6.5, 2.3, 1.7 and 1.4 for the fiscal years ended December
31, 1996, 1995, 1994, 1993 and 1992, respectively. The ratio of earnings to
fixed charges was calculated based on information obtained from the Company's
books and records. In computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes and fixed charges, less interest
capitalized net of amount amortized. Fixed charges consist of interest costs on
borrowed funds, including capitalized interest, and a reasonable approximation
of the imputed interest on non-capitalized lease payments.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture dated as of November 1,
1994 (the 'Indenture'), between the Company and The Bank of New York, as
successor to NationsBank of Georgia, National Association, as Trustee (the
'Trustee'). The following summary statements with respect to the Securities do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the detailed provisions of the Indenture. Whenever any
particular section of the Indenture or any term defined therein is referred to,
such section or definition is incorporated herein by reference.
GENERAL
The Securities offered hereby will be limited to an aggregate initial
offering price not to exceed U.S. $400,000,000 or its equivalent in any other
currency, units of two or more currencies or in a composite currency although
the Indenture does not limit the amount of Securities which can be issued
thereunder and provides that additional Securities may be issued in one or more
series thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company's Board of Directors. Reference is made to the
Prospectus Supplement relating to the particular series of Securities offered
hereby (the 'Offered Securities') for the following terms, where applicable, of
the Offered Securities: (i) the designation of the Offered Securities; (ii) the
denominations of the Offered Securities; (iii) the aggregate principal amount of
the Offered Securities; (iv) the date or dates on which the Offered Securities
will mature; (v) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be issued; (vi)
the rate per annum at which the Offered Securities will bear interest, if any,
and the date or dates from which any such interest will accrue; (vii) the times
and places at which any such interest will be payable; (viii) the date, if any,
after which the Offered Securities may be redeemed and the redemption prices;
(ix) the currency or
3
currencies of payment of principal of and any premium and interest on the
Offered Securities if other than United States dollars; (x) any index used to
determine the amount of payments of principal of and any premium and interest on
the Offered Securities; (xi) whether the Offered Securities will be issued in
whole or in part in the form of one or more Global Securities and, in such case,
the depositary for such Global Securities; and (xii) any other terms of the
Offered Securities. Unless otherwise provided in the applicable Prospectus
Supplement, principal and interest, if any, will be payable and the Offered
Securities may be surrendered for payment or transferred at the offices of the
Trustee as paying and authenticating agent, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the Securities Register. (Sections 301,
615, 1002)
The Securities will be issued only in fully registered form without coupons
in denominations set forth in the Prospectus Supplement. No service charge will
be made for any transfer or exchange of such Securities, but the Company may
require payment to cover any tax or other governmental charge payable in
connection therewith. (Section 305)
Some of the Securities may be issued as discounted debt securities (bearing
no interest or interest at below market rates) ('Discount Securities') to be
sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Securities or any Securities which are denominated in a currency or composite
currency other than United States dollars will be described in the Prospectus
Supplement relating thereto.
The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
Prospectus Supplement, the covenants contained in the Indenture and the
Securities would not provide for redemption at the option of a Holder nor
necessarily afford Holders protection in the event of a highly leveraged or
other transaction that may adversely affect Holders.
RESTRICTIVE COVENANTS
Definitions. 'Subsidiary' is defined as a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or by one or more other Subsidiaries. 'Restricted Subsidiary' is
defined as a Subsidiary of the Company which owns or leases any Principal
Property, except a Subsidiary which is primarily engaged in the business of a
finance company. (Section 101)
'Principal Property' is defined to include (a) any building, structure or
other facility (together with the land on which it is erected and fixtures
comprising a part thereof) used primarily for manufacturing and located in the
United States, in each case the gross book value (without deduction for any
depreciation reserves) of which, on the date as of which any determination is
made, exceeds 1% of the Consolidated Net Tangible Assets of the Company and its
consolidated Subsidiaries, other than any building, structure or other facility
or portion thereof which is a pollution control or other facility financed by
obligations issued by a State or local governmental unit, and (b) any
timberlands in the United States other than timberlands in the aggregate not
exceeding 10% of the timberland acreage owned by the Company on the date as of
which any determination is made; provided, however, that Principal Property
shall not include any timberlands, building, structure or facility which, in the
opinion of the Board of Directors of the Company, is not of material importance
to the total business conducted by the Company and its Subsidiaries as an
entirety. (Section 101)
'Debt' is defined as notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed. (Section 1008) 'Attributable Debt' is defined
to mean the total net amount of rent (discounted at the rate of interest
implicit in the terms of such lease, as determined in good faith by the Company)
required to be paid during the remaining term of any lease. (Section 101)
'Consolidated Net Tangible Assets' is defined to mean the aggregate amount of
assets (less applicable reserves and other properly deductible items) as set
forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries after deducting (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being renewable or extendible) and (b) all
goodwill and like intangibles. (Section 101)
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Limitation on Liens. If the Company or any Subsidiary shall incur, issue,
assume or guarantee any Debt secured by a Mortgage on any Principal Property
owned or leased by the Company or any Restricted Subsidiary or on any shares of
stock or Debt of any Restricted Subsidiary, the Company will secure, or cause
such Restricted Subsidiary to secure, the Securities equally and ratably with
(or prior to) such Debt, unless after giving effect thereto the aggregate amount
of all such Debt so secured after the date of the Indenture together with all
Attributable Debt in respect of sale and leaseback transactions after the date
of the Indenture involving Principal Properties owned by the Company or a
Restricted Subsidiary would not exceed the sum of 5% of the Consolidated Net
Tangible Assets of the Company and its consolidated Subsidiaries plus
$50,000,000. This restriction will not apply to, and there shall be excluded in
computing secured Debt for the purpose of such restriction, Debt secured by (a)
Mortgages on property of, or on any shares of stock or Debt of, any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (b)
Mortgages in favor of the Company or any Restricted Subsidiary, (c) Mortgages
for taxes, assessments or governmental charges or levies, in each case (i) not
then due and delinquent or (ii) the validity of which is being contested in good
faith by appropriate proceedings; and materialmen's, mechanics' and other like
Mortgages, or deposits to obtain the release of such Mortgages, (d) Mortgages to
secure public or statutory obligations or to secure payment of workmen's
compensation or to secure performance in connection with tenders, leases of real
property, bids or contracts or to secure (or in lieu of) surety or appeal bonds
and Mortgages made in the ordinary course of business for similar purposes, (e)
Mortgages on property, shares of stock or Debt existing at the time of, or
within 120 days after, acquisition thereof (including acquisition through merger
or consolidation), purchase money Mortgages and construction cost Mortgages, (f)
Mortgages on timberlands in connection with an arrangement under which the
Company or the Company and one or more Restricted Subsidiaries are obligated to
cut or pay for timber in order to provide the party in whose favor such
Mortgages were created with a specified amount of money, however determined, and
(g) subject to certain limitations, any extension, renewal or refunding, as a
whole or in part, of any Mortgage referred to in the foregoing clauses (a)
through (f), inclusive. (Section 1008) The Indenture does not restrict the
incurring of unsecured Debt by the Company or its Subsidiaries.
Limitation on Sales and Leasebacks. Neither the Company nor any Restricted
Subsidiary may enter into any sale and leaseback transaction involving any
Principal Property owned by the Company or a Restricted Subsidiary, the
acquisition of which, or completion of construction and commencement of full
operation of which, has occurred more than 120 days prior thereto, unless (a)
the Company or such Restricted Subsidiary could create Debt secured by a
Mortgage on such property pursuant to the Limitation on Liens covenant in an
amount equal to the Attributable Debt with respect to the sale and leaseback
transaction without being required to equally and ratably secure the Securities
pursuant to such Limitation on Liens covenant or (b) the Company, within 120
days, applies (i) to the retirement of its Funded Debt or (ii) to the purchase
of other property having a value at least equal to the net proceeds of such
sale, an amount equal to the greater of (a) the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or (b) the fair market
value (as determined by certain officers and directors of the Company) of the
Principal Property so leased (subject to credits for certain voluntary
retirements of the Securities and Funded Debt). This restriction will not apply
to any sale and leaseback transaction (a) between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries or (b) involving the taking back
of a lease for a period of three years or less. (Section 1009)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Security of that series when due; (b) failure to pay any interest on any
Security of that series when due, continued for 30 days; (c) failure to deposit
any sinking fund payment, when due, in respect of any Security of that series,
continued for 30 days; (d) failure to perform any other covenant of the Company
in the Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Securities other than that series), continued for 60 days
after written notice as provided in the Indenture; (e) acceleration of any
indebtedness for money borrowed in excess of $25,000,000 by the Company under
the terms of the instrument under or by which such indebtedness is issued,
evidenced or secured if such acceleration is not annulled within 30 days after
written notice as provided in the Indenture; (f) certain events in bankruptcy,
insolvency or
5
reorganization; and (g) any other Event of Default provided with respect to
Securities of that series. (Section 501) If an Event of Default with respect to
Securities of any series at the time Outstanding shall occur and be continuing,
either the Trustee or the Holders of at least 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
Securities of that series to be due and payable immediately. However, at any
time after a declaration of acceleration with respect to Securities of any
series has been made, but before a judgment or decree based on such acceleration
has been obtained, the Holders of a majority in principal amount of Outstanding
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502) For information as to waiver of defaults, see
'Modification and Waiver.'
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities which are Discount Securities for the particular provisions
relating to acceleration of the Maturity of a portion of the principal amount of
such Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of that series. (Section 512)
The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Security, (b) reduce the principal amount of, or the premium
(if any) or interest (if any) on, any Security, (c) reduce the amount of
principal of any Discount Security payable upon acceleration of the Maturity
thereof, (d) change the place or currency of payment of principal of, or premium
(if any) or interest (if any) on, any Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security, or (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults. (Section
902)
The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all Securities of that series
waive, insofar as that series is concerned, compliance by the Company in any
particular instance or generally, with certain restrictive provisions of the
Indenture. The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Securities of that
series waive any past default under the Indenture with respect to Securities of
that series, except (i) a default in the payment of the principal of (or
premium, if any) or interest on any Security of that series or (ii) in respect
of any provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Security of that series affected.
(Section 513)
6
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Securities,
may consolidate or merge with or into, or transfer or lease its assets as an
entirety to, any Person, and any other Person may consolidate or merge with or
into, or transfer or lease its assets substantially as an entirety to, the
Company, provided (i) that the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized and existing
under the laws of any United States jurisdiction and assumes the Company's
obligations on the Securities and under the Indenture, (ii) that after giving
effect to such transaction no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing (provided that a transaction will be deemed to be in violation
of this proviso (ii) only as to any series of Securities as to which such Event
of Default or such event shall have occurred and be continuing), and (iii) that
certain other conditions are met. (Article Eight)
REGARDING THE TRUSTEE
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee shall perform only such duties as are specifically set
forth in the Indenture. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (Section 601)
The Trustee may acquire and hold Securities and, subject to certain
conditions, otherwise deal with the Company as if it were not Trustee under the
Indenture. (Section 605)
PLAN OF DISTRIBUTION
General. The Company may sell Securities to or through underwriters, and
also may sell Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company, or from purchasers of Securities for whom they
may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the 'Securities Act'). Any such underwriter
or agent will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement.
The Securities will be a new issue of Securities with no established
trading market. Underwriters and agents to whom Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters and agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Securities.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in over-allotment, stabilizing
transactions and covering transactions in accordance with Regulation M under the
1934 Act. Over-allotment involves sales in excess of the offering size, which
creates a short position. Stabilizing transactions permit bids and purchases of
the Securities so long as the stabilizing bids do not exceed a specified
maximum. Covering transactions involve purchases of the Securities in the open
market in order to cover short positions. Such stabilizing transactions and
covering transactions may cause the price of the Securities to
7
be higher than it would otherwise be in the absence of such transactions. Such
transactions, if commenced, may be discontinued without notice.
Delayed Delivery Arrangements. If so indicated in the Prospectus
Supplement, the Company will authorize underwriters or other persons acting as
the Company's agents to solicit offers by certain institutions to purchase
Securities from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will be subject to the condition that the
purchase of the Offered Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by White & Case, 1155 Avenue of the Americas, New York, New York, and for the
underwriters or agents, if any, by Sullivan & Cromwell, 125 Broad Street, New
York, New York.
EXPERTS
The consolidated financial statements of Union Camp Corporation
incorporated in this Prospectus by reference to Union Camp Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the issuance of the securities being registered
hereby are estimated as follows:
Registration fee.............................................................. $121,212
Accounting fees and expenses.................................................. $ 50,000*
Legal fees and expenses....................................................... $ 75,000*
Blue Sky and Legal Investment fees and expenses............................... $ 5,000*
Trustee's fees and expenses................................................... $ 15,000*
Rating agency fees............................................................ $ 60,000*
Printing expenses............................................................. $ 10,000*
Miscellaneous................................................................. $ 13,788*
--------
Total......................................................................... $350,000*
--------
--------
- ------------
* Subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company provide that each person who now is, was or
hereafter becomes a director or officer shall be indemnified by the Company
against liabilities and expenses reasonably incurred by or imposed on such
person, including liabilities arising under the Securities Act of 1933, in
connection with any action, suit or proceeding in which such person was, is or
is threatened to be made a party by reason of such person now or hereafter being
or having been a director or officer of the Company, only if (i) such person
acted in relation to such matters in a manner such person believed, in the case
of conduct in his official capacity, to be in the best interests of the Company,
and in all other cases his conduct was at least not opposed to the Company's
best interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful, (ii) in connection with a
proceeding by or in the right of the Company, such person was not adjudged
liable to the Company and (iii) in connection with any proceeding charging
improper benefit to such person, whether or not involving action in his official
capacity, he was not adjudged liable on the basis that personal benefit was
improperly received by him. Such rights of indemnification are in addition to
any other rights to which any such person may otherwise be entitled. In
addition, directors have indemnification contracts with the Company that provide
for substantially similar indemnification as that provided for by the By-Laws.
The Virginia Stock Corporation Act also provides that a corporation may
indemnify any officer or director against loss and expense reasonably incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer or director, on condition such person acted in good
faith and believed his conduct was in the corporation's best interest in the
case of conduct in his official capacity, or, in all the other cases, believed
his conduct was not opposed to the best interests of the corporation. With
respect to a criminal proceeding, a corporation may indemnify an officer or
director under the same conditions as set forth above if such person had no
reasonable cause to believe his conduct was unlawful. With respect to suit
brought by or in the right of the corporation to which an officer or director is
adjudged liable, indemnification may be made only if a court determines such
person is fairly and reasonably entitled to indemnification in view of the
relevant circumstances, provided any such indemnification shall be limited to
reasonable expenses incurred.
The Company maintains both Directors' and Officers' liability and Corporate
Reimbursement insurance which provides for payments on behalf of the Directors
and Officers of all losses of such
II-1
persons (other than matters uninsurable under the law) arising from claims,
including claims arising under the Securities Act of 1933, for acts or omissions
by such persons while acting as Directors or Officers.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------ ---------------------------------------------------------------------------------------------------
1.1 -- Proposed form of Underwriting Agreement relating to the Securities.
1.2 -- Proposed form of Distribution Agreement relating to the Securities.*
4 -- Form of Indenture dated as of November 1, 1994 between the Company and The Bank of New York as
successor to NationsBank of Georgia, National Association (including forms of Securities).**
5 -- Opinion of White & Case.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of White & Case (included in Exhibit 5).
24 -- Power of Attorney of certain officers and directors (included on pages II-4 and II-5 of the
Registration Statement).
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The
Bank of New York, Indenture Trustee.***
- ------------
* Previously filed as an Exhibit to the Company's Registration Statement No.
33-37715.
** Previously filed as an Exhibit to the Company's Registration Statement No.
33-56225.
*** Previously filed as an Exhibit to the Company's Current Report on Form 8-K
dated August 16, 1996, Commission File No. 001-4001.
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;
(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;
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
II-2
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus, filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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, the Company 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the Township of Wayne, State of New Jersey, on the 20th day of
October, 1997.
UNION CAMP CORPORATION
By /s/ W. CRAIG MCCLELLAND
...................................
W. CRAIG MCCLELLAND
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints and
hereby authorizes A. William Hamill, James M. Reed and Dirk R. Soutendijk, and
each of them, as attorney-in-fact, to sign in such person's behalf, individually
and in each capacity stated below, and to file any amendments, including
post-effective amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities stated below on October 20, 1997.
/s/ W. CRAIG MCCLELLAND Chairman of the Board and
...................................... Chief Executive Officer
(W. CRAIG MCCLELLAND) (Principal Executive Officer)
/s/ JERRY H. BALLENGEE Director, President and Chief
...................................... Operating Officer
(JERRY H. BALLENGEE)
/s/ JAMES M. REED Director and Vice Chairman of the
...................................... Board
(JAMES M. REED)
/s/ A. WILLIAM HAMILL Executive Vice President
...................................... and Chief Financial Officer
(A. WILLIAM HAMILL) (Principal Financial Officer)
/s/ JOHN F. HAREN Controller
...................................... (Principal Accounting Officer)
(JOHN F. HAREN)
/s/ GEORGE D. BUSBEE Director
......................................
(GEORGE D. BUSBEE)
/s/ RAYMOND E. CARTLEDGE Director
......................................
(RAYMOND E. CARTLEDGE)
/s/ SIR COLIN R. CORNESS Director
......................................
(SIR COLIN R. CORNESS)
/s/ ROBERT D. KENNEDY Director
......................................
(ROBERT D. KENNEDY)
II-4
/s/ GARY E. MACDOUGAL Director
......................................
(GARY E. MACDOUGAL)
/s/ ANN D. MCLAUGHLIN Director
......................................
(ANN D. MCLAUGHLIN)
/s/ GEORGE J. SELLA, JR. Director
......................................
(GEORGE J. SELLA, JR.)
/s/ JEREMIAH J. SHEEHAN Director
......................................
(JEREMIAH J. SHEEHAN)
/s/ TED D. SIMMONS Director
......................................
(TED D. SIMMONS)
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
- ------ ----
1.1 -- Proposed form of Underwriting Agreement relating to the Securities.
1.2 -- Proposed form of Distribution Agreement relating to the Securities.*
4 -- Form of Indenture dated as of November 1, 1994 between the Company and The Bank of New York as
successor to NationsBank of Georgia, National Association (including forms of Securities).**
5 -- Opinion of White & Case.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of White & Case (included in Exhibit 5).
24 -- Power of Attorney of certain officers and directors (included on pages II-4 and II-5).
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
The Bank of New York, Indenture Trustee.***
- ------------
* Previously filed as an Exhibit to the Company's Registration Statement No.
33-37715.
** Previously filed as an Exhibit to the Company's Registration Statement No.
33-56225.
*** Previously filed as an Exhibit to the Company's Current Report on Form 8-K
dated August 16, 1996, Commission File No. 001-4001.
II-6