SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
UNION CAMP CORPORATION
PUERTO RICO CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN
(Full title of the plan)
Dirk R. Soutendijk
Vice President, General Counsel
and Secretary
Union Camp Corporation
1600 Valley Road
Wayne, New Jersey 07470
(201) 628-2000
(Name, address and telephone number of agent for service)
Copy to:
Kevin Keogh
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per share offering price
Common Stock, parvalue 10,000 shares $46.50(1) $465,000(1) $160.35
$1.00 per share
Interests in (2) (2) (2) (2)
the Plan
(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of the high
and low sales prices of the Common Stock as reported on the Composite
Index for New York Stock Exchange issues on June 23, 1994.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993; and
2. The description of the Registrant's Common Stock, Purchase
Rights and Preferred Stock filed as part of the Registrant's Current
Report on Form 8-K for the month of August, 1988.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents or reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 that 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 which
provide for substantially similar indemnification as 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 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 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 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation, as amended May 4, 1990 (filed as
Exhibit 3(b) to the Registrant's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1990 and incorporated herein by
reference)
4.2 Union Camp Corporation's Puerto Rico Container Company Employees'
Savings Plan.
5 Opinion of White & Case, counsel to the Registrant, dated June
28, 1994, with respect to the legality of the Common Stock being
registered.
23.1 Consent of Price Waterhouse, dated June 24, 1994.
23.2 Consent of White & Case (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney (included in pages II-6 through II-8).
The Company undertakes that it will submit the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
(a) 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 this 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 (a)(1)(i) and (a)(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 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.
(b) The undersigned Registrant hereby undertakes 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 of 1934 that is incorporated by reference in the
registration statement 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6, or otherwise, the Registrant 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
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-8 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 this 28th day of June, 1994.
UNION CAMP CORPORATION
(Registrant)
By /s/ Raymond E. Cartledge
Name: Raymond E. Cartledge
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Reed and Dirk R.
Soutendijk, and each of them severally, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
either of them, or their or his substitute or substitutes, may lawfully do
or cause to be done virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 28, 1994.
Signatures Title
/s/ Raymond E. Cartledge Chairman of the Board, Chief Executive Officer
Raymond E. Cartledge and Director (Principal Executive Officer)
/s/ W. Craig McClelland President, Chief Operating Officer and Director
W. Craig McClelland
/s/ James M. Reed Vice Chairman of the Board, Chief Financial
James M. Reed Officer and Director (Principal Financial
Officer)
/s/ Robert E. Moore Vice President and Comptroller (Principal
Robert E. Moore Accounting Officer)
/s/ Jerry H. Ballengee Executive Vice President and Director
Jerry H. Ballengee
/s/ George D. Busbee Director
George D. Busbee
/s/ Sir Colin Corness Director
Sir Colin Corness
/s/ Robert D. Kennedy Director
Robert D. Kennedy
/s/ Gary E. MacDougal Director
Gary E. MacDougal
/s/ Ann D. McLaughlin Director
Ann D. McLaughlin
/s/ James T. Mills Director
James T. Mills
/s/ George J. Sella, Jr. Director
George J. Sella, Jr.
/s/ Ted D. Simmons Director
Ted D. Simmons
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Puerto Rico Container Company Employees' Savings Plan Committee
has duly caused this registration statement to be signed on its behalf by
the undersigned Chairman of such Committee, in the Township of Wayne, State
of New Jersey, on the 1st day of June, 1994.
UNION CAMP CORPORATION'S PUERTO RICO
CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN
By /s/ James M. Reed
James M. Reed
Chairman
EXHIBIT INDEX
Exhibit No.
4.1 Articles of Incorporation, as amended May 4, 1990 (filed as Exhibit 3(b) to the
Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 1990
and incorporated herein by reference)
4.2 Union Camp Corporation's Puerto Rico Container Company Employees' Savings Plan.
5 Opinion of White & Case, counsel to the Registrant, dated June 28, 1994, with
respect to the legality of the Common Stock being registered.
23.1 Consent of Price Waterhouse, dated June 24, 1994.
23.2 Consent of White & Case (included in Exhibit 5 to this Registration Statement).
24 Powers of Attorney (included in pages II-6 through II-8).