================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File DECEMBER 31, 1997 NUMBER 1-4001 UNION CAMP CORPORATION A Virginia Corporation 13-5652423 I.R.S. Employer Identification No. 1600 Valley Road Wayne, New Jersey 07470 Telephone (973) 628-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on 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 Debentures Due April 15, 2016................New York Stock Exchange 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, 1998, 69,244,048 shares of Registrant's Common Stock, $1 par value, were outstanding. On March 4, 1998, 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 $59.3125 and the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $4,107,037,597. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1997 (the "Union Camp 1997 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 16, 1998 (the "Union Camp 1998 Proxy Statement"), are incorporated by reference in Part III of this Form 10-K. ================================================================================ AMENDED PART IV ITEM 14 IS AMENDED TO ADD THE FOLLOWING RESTATED FINANCIAL DATA SCHEDULES: EXHIBIT NO. DESCRIPTION - ------- ----------- 27.3 Financial Data Schedule - Restated for Annual Period Ended December 31, 1995. 27.4 Financial Data Schedule - Restated for Quarterly Period Ended March 31, 1996. 27.5 Financial Data Schedule - Restated for Quarterly Period Ended June 30, 1996. 27.6 Financial Data Schedule - Restated for Quarterly Period Ended September 30, 1996. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment report to be signed on its behalf by the undersigned thereunto duly authorized. UNION CAMP CORPORATION Date: May 13, 1998 /S/ JOHN F. HAREN ---------------------------- John F. Haren Controller (Principal Accounting Officer) -3-