<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [x]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[x] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14a-11(c) OR RULE 14a-12
UNION CAMP CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
UNION CAMP CORPORATION
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] $125 PER EXCHANGE ACT RULE 0-11(c)(1)(ii), 14a-6(i)(1), OR 14a-6(j)(2).
[ ] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14a-6(i)(3).
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14a-6(i)(4) AND
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
- --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
- --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:(1)
- --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- --------------------------------------------------------------------------------
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT
RULE 0-11(a)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID:
- --------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
- --------------------------------------------------------------------------------
(3) FILING PARTY:
- --------------------------------------------------------------------------------
(4) DATE FILED:
- --------------------------------------------------------------------------------
- --------
(1) SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT
WAS DETERMINED.
<PAGE>
[LOGO]
March 18, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Union Camp Corporation which will be held at 11:00 A.M., on Tuesday, April 26,
1994 at Union Camp Corporation Headquarters, 1600 Valley Road, Wayne, New
Jersey.
In addition to the matters set forth in the attached Proxy Statement, we
will report on the activities of Union Camp during 1993 and give you an
opportunity to ask questions.
Your vote is important and your shares should be represented at the meeting
whether or not you are personally able to attend. Accordingly, you are requested
to sign, date and return the enclosed proxy promptly.
On behalf of the Board of Directors and employees, thank you for your
continued support of Union Camp Corporation.
Sincerely,
RAYMOND E. CARTLEDGE
RAYMOND E. CARTLEDGE
Chairman of the Board
and Chief Executive Officer
<PAGE>
[LOGO]
1600 VALLEY ROAD, WAYNE, N.J. 07470
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1994
------------------------
The Annual Meeting of Stockholders of Union Camp Corporation will be held
at Union Camp Corporation Headquarters, 1600 Valley Road, Wayne, New Jersey, on
Tuesday, April 26, 1994, at 11:00 A.M., to consider and act upon the following:
(1) The election of four directors to serve three-year terms;
(2) The ratification of the appointment by the Board of Directors of
Price Waterhouse as independent accountants for the year 1994; and
(3) Such other matters as may properly come before the meeting.
Only stockholders of record at the close of business on March 4, 1994 are
entitled to notice of, and to vote at, the meeting.
Your attention is directed to the accompanying proxy statement.
DIRK R. SOUTENDIJK
Secretary
Wayne, New Jersey
March 18, 1994
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN
AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH
REQUIRES NO UNITED STATES POSTAGE. THE PROXY IS REVOCABLE AND YOU MAY VOTE YOUR
SHARES IN PERSON IF YOU ATTEND THE MEETING AND WISH TO DO SO.
<PAGE>
UNION CAMP CORPORATION
1600 VALLEY ROAD, WAYNE, N.J. 07470
--------------------------------
PROXY STATEMENT
--------------------------------
ANNUAL MEETING OF STOCKHOLDERS FOR 1994
The accompanying proxy is solicited by the Board of Directors of Union Camp
Corporation (the 'Company') for use at the Annual Meeting of Stockholders to be
held on Tuesday, April 26, 1994, and any adjournment thereof. Notice of Annual
Meeting, proxy statement and proxy are being mailed to all stockholders on or
about March 18, 1994. Proxies in the accompanying form which are properly
executed will be voted and, if a choice is specified with respect to any matter
to be acted upon, the shares will be voted in accordance with such
specification. If a choice is not specified on such proxies, the shares will be
voted in accordance with the recommendations of the Board of Directors as set
forth on the accompanying proxy. Abstentions are counted for quorum purposes,
but such a vote will not affect the determination of whether more votes have
been cast in favor of a proposal than have been cast against it. A proxy may be
revoked by the person giving it at any time before its exercise.
The Board of Directors has fixed the close of business on March 4, 1994 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the annual meeting. On March 4, 1994, 69,916,299 shares of
Common Stock of the Company were outstanding. Each share is entitled to one vote
on each matter presented for a vote at the annual meeting.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
shall be divided into three classes, as nearly equal in size as possible. Each
year the directors of one class are elected to serve terms of three years.
Four persons have been nominated by the Board for election as directors at
the 1994 Annual Meeting to serve three year terms of office and until their
successors are duly elected. The nominees will be elected if they receive a
plurality of the votes cast by the shares entitled to vote at the Annual Meeting
if a quorum (a majority of the votes entitled to be cast) is present. An
abstention is counted for quorum purposes, but is not a vote cast.
The nominees to Class I to serve terms expiring at the annual meeting of
stockholders in 1997 are Sir Colin Corness, Robert D. Kennedy, W. Craig
McClelland and James M. Reed. All of the nominees are currently Class I
directors elected by the stockholders at the 1991 Annual Meeting.
Votes (other than votes withheld) will be cast pursuant to the accompanying
proxy for the election of the nominees listed unless, by reason of death or
other unexpected occurrence, one or more of such nominees shall not be available
for election, in which event it is intended that such votes will be cast for a
substitute nominee or nominees designated by the Board of Directors or, if no
substitute nominee or nominees are selected by the Board of Directors, to amend
the Company's bylaws to reduce the membership of the Board of Directors to a
number equal to the number of such nominees who are available for election, and
to elect such nominees. The Board of Directors has no reason to believe that any
of the nominees listed will not be available for election as a director.
The names of the directors and nominees, their ages, the years in which
their terms of office will expire, their principal occupations during at least
the past five years, other directorships held and certain other biographical
information are set forth on the following pages.
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
1997 ANNUAL MEETING OF STOCKHOLDERS
(CLASS I)
[Photo of Sir Colin R. Corness]
SIR COLIN R. CORNESS
Sir Colin Corness, 62, is Chairman of the Board of Redland PLC (an
international construction materials producer, incorporated in the
United Kingdom). Prior to May 1991, he was Chairman of the Board and
Chief Executive Officer of Redland PLC. Sir Colin has been a director of
the Company since 1991 and is a member of the Audit Committee and the
Pension Investment Committee. He is a director of Redland PLC, the Bank
of England, Chubb Security plc, Nationwide Building Society, S.G.
Warburg Group plc and Unitech plc.
[Photo of Robert D. Kennedy]
ROBERT D. KENNEDY
Mr. Kennedy, 61, is Chairman of the Board and Chief Executive Officer of
Union Carbide Corporation (an international petrochemical corporation).
He was Chairman of the Board, President and Chief Executive Officer of
Union Carbide Corporation from December 1986 to May 1990. Mr. Kennedy
has been a director of the Company since 1990 and is the Chair of the
Personnel, Compensation and Nominating Committee and a member of the
Executive Committee. He is a Director of Union Carbide Corporation.
[Photo of W. Craig McClelland]
W. CRAIG MCCLELLAND
Mr. McClelland, 59, was elected President and Chief Operating Officer of
the Company in December 1989. Previously, he was an Executive Vice
President of the Company since November 1988. From September 1986 until
November 1988, Mr. McClelland was a Director and Executive Vice
President of International Paper Company and President and Chief
Executive Officer of Hammermill Paper Company (a subsidiary of
International Paper Company). Prior to September 1986, he was a Director
and President and Chief Executive Officer of Hammermill Paper Company.
Mr. McClelland has been a director of the Company since 1988 and is a
member of the Executive Committee. He is a director of Allegheny Ludlum
Corporation, PNC Financial Corp. and Quaker State Corporation.
2
<PAGE>
[Photo of James M. Reed]
JAMES M. REED
Mr. Reed, 61, was elected Vice Chairman of the Board and Chief Financial
Officer of the Company in April 1993. He had been an Executive Vice
President and the Chief Financial Officer of the Company since October
1985. He has been a director of the Company since 1989. Mr. Reed is a
director of Mark Controls Corporation.
DIRECTORS CONTINUING IN OFFICE
[Photo of Jerry H. Ballengee]
JERRY H. BALLENGEE
Mr. Ballengee, 56, has been an Executive Vice President of the Company
since November 1988 and prior to that he was a Senior Vice President of
the Company. He has been a director of the Company since 1988.
Class II Director, Term Expires ................................... 1995
[Photo of George D. Busbee]
GEORGE D. BUSBEE
Mr. Busbee, 66, is a retired Senior Partner of the law firm of King &
Spalding, Atlanta, Georgia* of which he was a member from 1983 to 1993.
Prior to January 1983, he was the Governor of the State of Georgia. Mr.
Busbee has been a director of the Company since 1983 and is a member of
the Audit Committee, the Executive Committee and the Public Issues
Committee. He is a director of Delta Air Lines, Incorporated, Rose's
Stores, Inc. and SHL Systemhouse, Inc.
Class III Director, Term Expires .................................. 1996
[Photo of Raymond E. Cartledge]
RAYMOND E. CARTLEDGE
Mr. Cartledge, 64, is Chairman of the Board and Chief Executive Officer
of the Company. Prior to December 1989, he was Chairman of the Board,
President and Chief Executive Officer of the Company. Mr. Cartledge has
been a director of the Company since 1983, and is Chair of the Executive
Committee. He is a director of Delta Air Lines, Incorporated,
NationsBank, N.A. and Sun Company, Inc.
Class III Director, Term Expires .................................. 1996
3
<PAGE>
[Photo of Gary E. MacDougal]
GARY E. MACDOUGAL
Mr. MacDougal, 57, is the General Director of the New York City Ballet,
a Director of the Bulgarian American Enterprise Fund, a Trustee of the
W. T. Grant Foundation (for child development) and a Trustee of the
Annie Casey Foundation (for disadvantaged children). Prior to March
1990, he was United States delegate and Alternate Representative to the
United Nations. Prior to May 1988, he was Chairman of the Board and
Chief Executive Officer of Mark Controls Corporation. Mr. MacDougal has
been a director of the Company since 1975 and is the Chair of the Public
Issues Committee and a member of the Executive Committee and the
Personnel, Compensation and Nominating Committee. He is a director of
CBI Industries Inc. and United Parcel Service of America, Inc.
Class III Director, Term Expires .................................. 1996
[Photo of Ann D. McLaughlin]
ANN D. MCLAUGHLIN
Ms. McLaughlin, 52, is President of the Federal City Council,
Washington, D.C. (a non-profit organization dedicated to improving the
Nation's Capital) and Vice Chairman of the Aspen Institute (a non-profit
organization assisting in formulating the policies of democratic
institutions). From 1992 to 1993 she was President and Chief Executive
Officer of New American Schools Development Corporation (a non-profit
company engaged in educational reform). From 1989 to 1992, she was a
Visiting Fellow, The Urban Institute (a research organization for social
and economic issues). From 1987 to 1989, Ms. McLaughlin was Secretary of
Labor, United States Department of Labor. From 1989 to 1990, Ms.
McLaughlin was Chair, Presidential Commission on Aviation, Security and
Terrorism. She was Undersecretary, United States Department of the
Interior prior to March 1987. Ms. McLaughlin was a director of the
Company in 1987, resigned to become United States Secretary of Labor and
rejoined the Board of Directors in 1989. She is Chair of the Audit
Committee and a member of the Public Issues Committee. She is a director
of AMR Corporation, General Motors Corporation, Host Marriott
Corporation, Kellogg Company, Nordstrom, Inc., Potomac Electric Power
Company and Vulcan Materials Company.
Class II Director, Term Expires ................................... 1995
4
<PAGE>
[Photo of James T. Mills]
JAMES T. MILLS
Mr. Mills, 70, is the retired President of The Conference Board, Inc.
(an international business, economic and management research
institution) with which he was associated from 1982 until 1988. Mr.
Mills has been a director of the Company since 1979 and is a member of
the Audit Committee, the Executive Committee and the Public Issues
Committee.
Class III Director, Term Expires .................................. 1996
[Photo of George J. Sella, Jr.]
GEORGE J. SELLA, JR.
Mr. Sella, 65, retired in April 1993 from the positions of Chairman of
the Board and Chief Executive Officer of American Cyanamid Company (a
research-based biotechnology company) which he had held since January
1991. Prior to January 1991, he was Chairman of the Board, President and
Chief Executive Officer of American Cyanamid Company. He has been a
director of the Company since 1985 and is Chair of the Pension
Investment Committee and a member of the Personnel, Compensation and
Nominating Committee and the Executive Committee. Mr. Sella is a
director of American Cyanamid Company, the Equitable Companies
Incorporated and The Equitable Life Assurance Society of the United
States.
Class II Director, Term Expires ................................... 1995
[Photo of Ted D. Simmons]
TED D. SIMMONS
Mr. Simmons, 63, is Managing Director of Physical Facilities for the
Church of Jesus Christ of Latter Day Saints. From April 1987 until
January 1991 he was Vice Chairman of the Board of The Mutual Benefit
Life Insurance Company.** Mr. Simmons has been a director of the Company
since 1988 and is a member of the Personnel, Compensation and Nominating
Committee, the Pension Investment Committee and the Public Issues
Committee.
Class II Director, Term Expires ................................... 1995
- ------------
* The Company retained the law firm of King & Spalding on several matters
during 1993.
** Mr. Simmons retired as Vice Chairman of the Board of The Mutual Benefit Life
Insurance Company ('MBL') in January 1991. Thereafter, in July 1991 MBL
entered rehabilitation proceedings under New Jersey law.
5
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
In 1993, the Board of Directors held seven meetings and the Executive
Committee of the Board of Directors held three meetings. Non-employee directors
receive as compensation for serving on the Board, an annual fee of $17,500 plus
shares of Company Common Stock awarded pursuant to the Stock Compensation Plan
for Non-Employee Directors (the 'Stock Compensation Plan'). The Stock
Compensation Plan provides that immediately after each annual meeting of
stockholders, each director who is not an employee of the Company shall receive
the number of whole shares of Company Common Stock provided in the Plan for that
year, or if there is no provision in the Plan for that year, whole shares having
a fair market value, at the time of the grant, of approximately $5,000. In no
event may the fair market value of any annual grant of such stock exceed $40,000
for each non-employee director. The total number of shares of Company Common
Stock that may be awarded under the Stock Compensation Plan is 150,000. During
1993 each non-employee director received 135 shares of Company Common Stock
pursuant to the Stock Compensation Plan which had a fair market value of
approximately $6,000 at the time such stock was granted. The Plan provides that
each non-employee director shall receive for 1994 shares of Company Common Stock
having a fair market value of approximately $9,000. Non-employee directors are
also paid $1,500 for each meeting of the Board of Directors they attend, $750
for each committee meeting they attend and $1,000 per year for serving as the
Chair of a committee.
The Board of Directors has appointed an Audit Committee, a Personnel,
Compensation and Nominating Committee, a Pension Investment Committee and a
Public Issues Committee, which are composed entirely of non-employee directors
of the Company.
The Audit Committee held three meetings during 1993. Generally, the Audit
Committee (i) recommends to the Board of Directors the independent accountants
to be appointed for the Company, (ii) meets with the independent accountants,
the chief internal auditor and other corporate officers to review matters
relating to corporate financial reporting and accounting procedures and
policies, adequacy of financial, accounting and operating controls and the scope
of the audits of the independent accountants and internal auditors, (iii)
reviews and reports on the results of such audits to the Board of Directors and
(iv) submits to the Board of Directors its recommendations relating to financial
reporting and accounting practices and policies and financial, accounting and
operating controls.
The Personnel, Compensation and Nominating Committee held five meetings
during 1993. The Personnel, Compensation and Nominating Committee (i) makes
recommendations to the Board concerning the election of the Company's officers,
(ii) reviews the compensation plans and sets the compensation for officers of
the Company, (iii) awards incentive compensation and bonuses to officers of the
Company, (iv) administers the Company's stock option plans and awards options,
restricted stock, stock appreciation rights and bonuses payable in stock and (v)
recommends to the Board the members and the Chairs of Board Committees. The
Personnel, Compensation and Nominating Committee also recommends to the Board
candidates for election as directors, and will consider nominees recommended by
stockholders. Such recommendations should be submitted in writing to the
Secretary of the Company with a description of the proposed nominee's
qualifications and other relevant biographical information, and the nominee's
consent to serve as a director.
The Company's bylaws provide that any stockholder who wishes to nominate
any person for election as a director at the annual meeting must give the
Company's Secretary written notice of such intent at least sixty (60) days in
advance of the date established in the bylaws as the day of the annual meeting
(the last Tuesday in April of each year). Such notice must contain the
information required by the bylaws including information regarding each person
to be nominated as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
person been nominated by the Board of Directors.
The Pension Investment Committee held two meetings during 1993. The Pension
Investment Committee periodically reviews the activities of the management of
the Company in supervising the investment of the Company's pension funds.
6
<PAGE>
The Public Issues Committee held two meetings during 1993. The Public
Issues Committee, in its discretion (i) inquires into and reviews any matter
involving the conduct of the Company's business which affects the public or in
which the public has a strong interest; (ii) recommends policies and programs
which further the interests of the Company to the Board and/or the Company's
management; (iii) provides oversight with respect to the Company's compliance
activities as to environmental, health and safety, employment and other legal
standards of conduct; and (iv) reports to the Board on matters believed to be of
significance to the Board.
Non-employee directors may elect to defer for such period as they determine
all or part of their directors' retainer and meeting fees in which case interest
is earned on the deferred amounts at the rate equal to the average yield on 91
day U.S. Treasury bills for the preceding period of December 1 through November
30 compounded annually. Upon retirement from the Board of Directors, any
director who is not an employee of the Company and who has completed five years
of service as a non-employee director receives an annual retirement benefit
equal to the sum of 50% of the director's annual retainer on the retirement
date, plus 10% of such retainer multiplied by the number of the director's full
years of service in excess of five but not in excess of ten years. Such
retirement benefit is unfunded and is paid annually out of the Company's general
assets until the total number of annual payments equals the number of the
director's years of service. If the director dies before receiving all the
retirement benefits he would have been entitled to receive had he lived, a lump
sum death benefit equal to the present value of such annual retirement benefits
remaining unpaid is payable to his beneficiary.
Directors who are employees of the Company do not receive any additional
compensation by reason of their membership on, or attendance at meetings of, the
Board or Committees thereof.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Company, and based on filings on Schedule 13G in
February 1994 with the Securities and Exchange Commission, no person or group
owned beneficially more than five percent of the outstanding Common Stock of the
Company except:
<TABLE>
<CAPTION>
TITLE
OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------- ------------------------------------ -------------------- ----------
<S> <C> <C> <C>
Common Capital Research & Management 4,410,000(1) 6.32%
333 South Hope Street
Los Angeles, California 90071
Common Cooke & Bieler, Inc. 5,362,210(2) 7.68%
1700 Market Street
Suite 3222
Philadelphia, PA 19103
Common Delaware Management Company, Inc. 3,989,065(3) 5.72%
One Commerce Square
Philadelphia, PA 19103
</TABLE>
- ------------
(1) Capital Research and Management Company, in its capacity as investment
advisor, has sole voting power as to no shares of Company Common Stock and
sole dispositive power as to 4,410,000 shares of Company Common Stock.
(2) Cooke & Bieler, Inc., in its capacity as investment advisor, has sole voting
power as to 4,160,200 shares of Company Common Stock and sole dispositive
power as to 5,036,610 shares of Company Common Stock.
(3) Delaware Management Company, Inc., in its capacity as investment advisor,
has sole voting power as to 2,843,400 shares of Company Common Stock and
sole dispositive power as to 3,763,865 shares of Company Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
TITLE OF NAME OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------ -------------------------------------------------------------- ----------------------- --------
<S> <C> <C> <C>
Common Jerry H. Ballengee............................................ 72,064(2) *
Common George D. Busbee.............................................. 968 *
Common Raymond E. Cartledge.......................................... 198,229(2)(3) *
Common Sir Colin Corness............................................. 1,389 *
Common Robert D. Kennedy............................................. 1,728 *
Common Gary E. MacDougal............................................. 4,668 *
Common W. Craig McClelland........................................... 80,753(2) *
Common Ann D. McLaughlin............................................. 776 *
Common James T. Mills................................................ 2,168 *
Common James M. Reed................................................. 81,266(2) *
Common George J. Sella, Jr........................................... 1,668 *
Common Ted D. Simmons................................................ 1,868 *
Common William H. Trice.............................................. 77,065(2) *
Common Directors and Executive Officers as a Group
(17 Persons)................................................ 640,557(2) *
</TABLE>
- ------------
* Less than one percent of the shares outstanding.
(1) As used in this proxy statement, 'beneficially owned' means the sole or
shared power to direct the voting of a security or the sole or shared power
to direct the disposition of a security.
(footnotes continued on next page)
8
<PAGE>
(footnotes continued from previous page)
(2) The shares shown as beneficially owned include the number of shares of
Company Common Stock that executive officers had the right to acquire within
60 days after December 31, 1993 pursuant to unexercised options under the
Company's stock option plans as follows: 55,510 shares for Mr. Ballengee,
137,410 shares for Mr. Cartledge, 57,400 shares for Mr. McClelland, 52,885
shares for Mr. Reed, 57,385 for Mr. Trice and 455,665 for all executive
officers as a group (9 persons). The shares shown include restricted stock
held by executive officers which become free of restrictions on sale over a
period of five years from the date of grant as follows: 2,434 shares for Mr.
Ballengee, 4,670 shares for Mr. Cartledge, 3,241 shares for Mr. McClelland,
2,364 shares for Mr. Reed, 2,210 for Mr. Trice and 17,255 shares for all
executive officers as a group.
(3) The shares of Common Stock shown as beneficially owned by Mr. Cartledge
include 13,068 shares that are owned by his spouse as to which beneficial
ownership is disclaimed.
EXECUTIVE COMPENSATION
The following table shows information with respect to the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries during the fiscal years ended December 31, 1993, 1992 and 1991 paid
or accrued to the chief executive officer and the other most highly compensated
executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
------------------------
SECURITIES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
---------------------------- STOCK OPTIONS & ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) SARS (#) COMPENSATION(3)
- -------------------------------------- ---- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Raymond E. Cartledge ................. 1993 $610,000 $128,400 $ 69,217 53,032 $ 40,302
Chairman of the Board and Chief 1992 $610,000 $ - 0 - $ - 0 - 39,000 $ 40,669
Executive Officer 1991 $610,000 $197,478 $ 122,598 44,000 $ 44,588
Jerry H. Ballengee ................... 1993 $318,000 $ 18,600 $ 36,107 16,993 $ 13,809
Executive Vice President 1992 $337,404 $ - 0 - $ - 0 - 14,000 $ 12,470
1991 $340,104 $ 88,313 $ 63,905 10,750 $ 11,174
W. Craig McClelland .................. 1993 $449,933 $ 72,900 $ 48,241 27,128 $ 22,980
President and Chief Operating 1992 $453,453 $ - 0 - $ - 0 - 23,000 $ 22,736
Officer 1991 $456,973 $122,981 $ 85,433 21,875 $ 23,895
John D. Munford ...................... 1993 $326,410 $ - 0 - $ - 0 - - 0 - $ 150,742
Retired Vice Chairman 1992 $335,000 $ - 0 - $ - 0 - 14,000 $ 20,266
1991 $335,000 $ 88,413 $ 67,346 12,875 $ 21,049
James M. Reed ........................ 1993 $317,000 $ 84,200 $ 35,960 16,919 $ 19,065
Vice Chairman and Chief Financial 1992 $317,000 $ - 0 - $ - 0 - 14,000 $ 16,828
Officer 1991 $312,000 $110,883 $ 63,697 11,875 $ 17,650
William H. Trice ..................... 1993 $286,000 $ 92,400 $ 32,423 12,829 $ 13,418
Executive Vice President 1992 $286,000 $ - 0 - $ - 0 - 11,000 $ 13,091
1991 $286,000 $ 91,200 $ 57,494 7,500 $ 14,309
</TABLE>
- ------------
(1) The annual bonus for 1991 was paid partially in cash and partially in Union
Camp Common Stock. As of January 28, 1992, the date the bonus for fiscal
year 1991 was awarded, the fair market value of the portion paid in Common
Stock was as follows: $65,778 to Mr. Cartledge; $29,413 to Mr. Ballengee;
$40,981 to Mr. McClelland; $29,413 to Mr. Munford; $36,883 to Mr. Reed; and
$30,399 to Mr. Trice.
(footnotes continued on next page)
9
<PAGE>
(footnotes continued from previous page)
(2) The value of the restricted stock awards was determined by multiplying the
closing price of the Company's Common Stock on the date of grant by the
number of shares awarded. The restricted stock awards were granted on
January 24, 1994 for fiscal year 1993 and January 28, 1992 for fiscal year
1991. As of December 31, 1993, the number of shares and the value of
aggregate restricted stockholdings were as follows: 4,670 shares ($223,284)
by Mr. Cartledge; 2,434 shares ($116,376) by Mr. Ballengee; 3,241 shares
($154,960) by Mr. McClelland; no shares by Mr. Munford; 2,364 shares
($113,029) by Mr. Reed; and 2,210 shares ($105,666) by Mr. Trice. On January
24, 1994 restricted stock awards were made with respect to services rendered
during 1993. As of January 24, 1994, the number of shares and the value of
aggregate restricted stockholdings were as follows: 6,079 shares ($297,491)
by Mr. Cartledge; 3,169 shares ($155,083) by Mr. Ballengee; 4,223 shares
($206,663) by Mr. McClelland; no shares by Mr. Munford; 3,096 shares
($115,511) by Mr. Reed; and 2,870 shares ($140,451) by Mr. Trice. Each award
becomes free of restrictions in equal installments over 5 years except that
the 1994 restrictions were amended to lapse on December 21, 1993. The number
of shares awarded was as follows: 2,352 for 1991 and 1,409 for 1993 to Mr.
Cartledge; 1,226 for 1991 and 735 for 1993 to Mr. Ballengee; 1,639 for 1991
and 982 for 1993 to Mr. McClelland; 1,292 for 1991 and 0 in 1993 to Mr.
Munford; 1,222 for 1991 and 732 for 1993 to Mr. Reed; and 1,103 for 1991 and
660 for 1993 to Mr. Trice. Common Stock dividends are payable on restricted
stock.
(3) The compensation reported represents (a) Company contributions under the
Salaried Employees Savings and Investment Plan and related supplemental
plan; (b) amounts imputed or credited to the named executive officer for
premiums paid for group life insurance; and (c) in the case of Mr. Munford,
who retired during 1993, a $134,920 payment for working beyond his normal
retirement date at the Company's request. The Company contributions during
1993 pursuant to the Salaried Employees Savings and Investment Plan were as
follows: $18,300 to Mr. Cartledge; $6,360 to Mr. Ballengee; $12,750 to Mr.
McClelland; $6,700 to Mr. Munford; $9,510 to Mr. Reed; and $8,580 to Mr.
Trice. The amounts imputed or credited for life insurance premiums were as
follows: $22,002 to Mr. Cartledge; $7,449 to Mr. Ballengee; $10,230 to Mr.
McClelland; $9,122 to Mr. Munford; $9,555 to Mr. Reed; and $4,838 to Mr.
Trice.
10
<PAGE>
OPTIONS AND STOCK APPRECIATION RIGHTS
The following two tables summarize option grants to and exercises by the
executive officers named in the Summary Compensation Table during 1993 and the
value of the options and related stock appreciation rights held by them as of
December 31, 1993.
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE(2) FOR OPTION TERM(3)
OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION ---------------------------------------
NAME GRANTED(1) FISCAL 1993 PRICE ($/SH) DATE 0% 5%(4) 10%(5)
- --------------------------- ------------ ------------ ------------ ---------- --- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Raymond E. Cartledge....... 53,032 8.6% $46.0625 11/30/03 - 0 - $1,536,337 $3,893,079
Jerry H. Ballengee......... 16,993 2.8 46.0625 11/30/03 - 0 - 492,287 1,247,456
W. Craig McClelland........ 27,128 4.4 46.0625 11/30/03 - 0 - 785,898 1,991,466
John D. Munford............ - 0 - - 0 - 46.0625 11/30/03 - 0 - - 0 - - 0 -
James M. Reed.............. 16,919 2.7 46.0625 11/30/03 - 0 - 490,143 1,242,024
William H. Trice........... 12,829 2.1 46.0625 11/30/03 - 0 371,656 941,777
- --------------------------------------------------------------------------------------------------------------------------------
All Shareholders(6)........ N/A N/A N/A N/A - 0 - $2,022,709,996 $5,125,548,525
All Optionees.............. 617,860 100% $46.0625 11/30/03 - 0 - 17,899,404 45,357,102
Optionees Gain as % of All
Shareholders' Gain....... N/A N/A N/A N/A N/A Less than 1% Less than 1%
</TABLE>
- ------------
(1) An identical number of stock appreciation rights ('SARs') was granted in
tandem with these options on November 30, 1993. The options (and related
SARs) become exercisable two years from the date of grant, i.e., on November
30, 1995. The SARs include limited rights which permit the settlement of the
SARs in cash, without regard to the date on which the option otherwise would
be exercisable, upon the occurrence of certain change of control events.
(2) The exercise price is the fair market value of the underlying stock on the
date of the option grant.
(3) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates set by the SEC and are not intended to forecast
possible future appreciation, if any, of Union Camp's Common Stock.
(4) Union Camp Common Stock would be trading at $75.03 per share for these
values to be realizable, an increase in stock price which would benefit all
stockholders commensurately.
(5) Union Camp Common Stock would be trading at $119.47 per share for these
values to be realizable, an increase in stock price which would benefit all
stockholders commensurately.
(6) As of November 30, 1993, there were 69,820,849 shares of the Company's
Common Stock outstanding. The calculations shown herein are based on the
assumed rates of price appreciation, compounded annually, from the stock's
fair market value of $46.0625 on November 30, 1993 when the above options
were granted.
11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT OPTIONS/SARs AT
END OF 1993 END OF 1993
---------------- ------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE(2) UNEXERCISABLE(1)
- ------------------------------------------ --------------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C>
Raymond E. Cartledge...................... 8,411 $ 275,560 137,410/92,032 $1,453,383/226,869
Jerry H. Ballengee........................ 3,225 62,752 55,510/30,993 719,784/ 77,863
W. Craig McClelland....................... - 0 - - 0 - 57,400/50,128 571,781/126,537
John D. Munford........................... - 0 - - 0 - 47,250/14,000 479,828/ 48,125
James M. Reed............................. 3,545 75,996 52,885/30,919 634,295/ 77,733
William H. Trice.......................... 2,153 66,126 57,385/23,829 746,451/ 60,263
</TABLE>
- ------------
(1) Value is the difference between the market value of the Company's Common
Stock on the date of exercise or December 31, 1993, i.e., $47.8125 per
share, and the exercise price.
(2) Stock appreciation rights ('SARs') were granted in tandem with options and,
therefore, the exercise of SARs reduces the number of shares subject to the
related option.
REPORT OF THE PERSONNEL,
COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION
THE COMMITTEE'S FUNCTION
The Personnel, Compensation and Nominating Committee (the 'Committee') is
composed entirely of independent, non-employee directors. The Committee reviews
and approves each element of the Company's executive compensation program and
assesses the effectiveness of the program as a whole. The Committee approves the
salaries of the Company's Chief Executive Officer (the 'CEO') and its other
executive officers, makes awards under the Executive Annual Incentive Plan and
the Policy Group Long-Term Incentive Plan and grants stock options under the
1989 Stock Option and Stock Award Plan.
OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM
The executive compensation program is designed to: (a) attract, retain and
motivate talented executives to work on behalf of shareholders, the Company's
employees, customers and the communities within which the Company operates; (b)
provide compensation at levels that are competitive with those provided in the
various markets where Union Camp competes for executive resources; (c) place a
significant portion of executive pay at risk; and (d) recognize and reward
exceptional individual accomplishments. The Company's CEO participates in the
same programs and receives compensation based on the same factors as the other
executive officers.
The Committee considered the deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code which was enacted in 1993. Under
this provision, beginning in 1994 a publicly held corporation would not be
permitted to deduct compensation in excess of one million dollars per year paid
to the CEO and the other executive officers named in the proxy statement except
to the extent the compensation was paid under compensation plans meeting tax
code requirements to be considered performance-based. The Committee noted that
Union Camp does not currently face the loss of the deduction for compensation
paid to its CEO and other named executive officers and that regulations on this
new law are not yet available. However, the Committee determined that, in
reviewing the design of and administering the executive compensation program,
the Committee will
12
<PAGE>
continue in the future to preserve the Company's tax deductions for executive
compensation unless this goal conflicts with the primary objectives of the
Company's compensation program.
The Committee also seeks an appropriate balance among program objectives.
Particular attention is paid to the two key objectives discussed below.
PROVIDING COMPETITIVE LEVELS OF COMPENSATION
The Committee intends to provide the Company's CEO and its executives with
total compensation that, at targeted levels of performance, according to an
independent consultant, is competitive with the average total compensation
earned by executives who hold comparable positions or have similar
qualifications in the paper and forest products industry and within general
industry for companies of comparable size. The Company has historically used
this comparable group which differs from and is larger than the peer group used
in the Stock Performance Graph on page 15 because the Company feels the larger
group better represents the market within which it competes for executive
talent. To determine average competitive levels of base salary and target
incentive compensation, the Committee regularly reviews information drawn from
various sources, including proxy statements, industry surveys and independent
compensation consultants. The Committee examines specific salary and target
incentive recommendations for Union Camp's CEO and other officers, considering
each position's relative content, accountability, scope of responsibility as
well as the individual's performance and experience. While the targeted value of
an executive's total compensation is set annually at average competitive levels,
a large portion of a senior executive's compensation is at risk and will exceed
or fall below the targeted levels depending on actual performance measured
against predetermined objectives.
ENSURING THAT INCENTIVE COMPENSATION VARIES WITH PERFORMANCE
Union Camp's annual incentive plan is designed to ensure that incentive
compensation is predictable with the financial and strategic performance of the
Company and/or its business units as measured against predetermined objectives
which are approved annually by the Committee. Awards paid under the Policy Group
Long-Term Incentive Plan takes into account the Company's long-term financial
performance.
Because the Company's incentive plans serve different purposes, they use
different performance measures and periods. Accordingly, an executive's total
compensation may not vary based on any single measure of corporate or business
unit performance over a particular period of time.
OVERVIEW OF EXECUTIVE COMPENSATION AND 1993 COMMITTEE ACTIONS
The Company's executive compensation program for its CEO and the other four
most highly compensated executive officers shown in the Summary Compensation
Table (the 'named executive officers') has four principal elements: base salary,
the Executive Annual Incentive Plan, the Policy Group Long-Term Incentive Plan
and the Stock Option Plan. Following is an overview of each program element and
what actions the Committee took in 1993.
BASE SALARY
Base salaries are intended to be externally competitive and internally
equitable and reflect an individual's sustained performance. Base salary levels
are adjusted periodically based on an individual's performance and the external
market. Base salaries are annually targeted at average base salary levels for
similar positions in the paper and forest products industry and in general
industry for companies of comparable size. Base salaries may be less than or
exceed the targeted averages if warranted by sustained performance.
1993 Action: Reflecting the difficult economic climate affecting Union
Camp's 1991, 1992 and 1993 operating results, the CEO's and the other named
executive officers' base salaries shown in the Summary Compensation Table were
not adjusted for fiscal years 1991, 1992 and 1993 under the Company's annual
merit review program, despite surveys showing executive salaries increasing in
the paper and forest products industry and general industry because management
and the Committee felt
13
<PAGE>
this was appropriate in light of the Company's performance. As a result, the
base salaries reported for the CEO and the named executive officers for 1993 are
below the 1993 targeted average base salary levels for similar positions in the
above-referenced comparable group.
THE EXECUTIVE ANNUAL INCENTIVE PLAN
The amount of the incentive targeted for the CEO and the named executive
officers under the Executive Annual Incentive Plan is the average competitive
annual incentive recommended by an independent consultant based on the average
annual incentive compensation paid to comparable positions by the comparable
group referred to under the caption 'Providing competitive levels of
compensation'. The incentive targeted is based on (i) the Company and/or key
business units achieving their annual financial plans and (ii) the CEO and the
named executive officers, as a group, achieving predetermined operating or
strategic goals that are established as part of the Company's annual planning
and budgetary process. At the beginning of each year the Committee reviews the
operating or strategic goals established for the CEO and the named executive
officers and the financial performance measures for the Company and its key
business units. The plan focuses on both the attainment of the financial
performance measures of the Company and its key business units and the
achievement by the CEO and the named executive officers, as a group, of their
predetermined operating or strategic goals. The Committee has the discretion to
pay awards in cash or up to 50% in the Company's Common Stock.
Executives' awards are tied to the financial performance measures most
appropriate to their responsibilities. To reinforce the need for teamwork and
focus attention on overall corporate objectives, each participant has a portion
of his award tied to the financial performance measures for the Company as a
whole, defined by earnings per share. While the portion of the award based on
financial performance measures for Mr. Cartledge and Mr. McClelland is
determined solely by corporate earnings per share results, the other named
executive officers have some of their awards based on financial performance
measures linked to the performance of the key business units for which they are
responsible.
1993 Action: At the beginning of 1993 the Committee determined target
incentives for the CEO and the named executive officers. Since the Company's
1993 earnings per share results did not meet the corporate financial performance
measures established, the portion of the targeted incentive based on corporate
financial performance measures was reduced by 67%. The earnings results of the
key business units varied significantly against the financial performance
measures established. The named executive officers responsible for these key
business units had their targeted incentives adjusted accordingly. In addition,
at the beginning of 1993, the Committee established a number of specific
operating and strategic goals which were weighted and which the CEO and the
named executive officers had to accomplish as a team in order to receive the
targeted awards after those target awards were adjusted for actual earnings
results. The Committee regards the specific operating and strategic goals as
competitively sensitive information. Since the CEO and named executive officers
as a team did not meet all of these goals the Committee approved a further
reduction of their incentives. Therefore, the annual bonus payment shown in the
Summary Compensation Table for Mr. Cartledge and Mr. McClelland represents 31%
of their target incentives for 1993. The annual bonus payment shown for the
other named executive officers are different, reflecting the adjustments made on
account of the earnings results of the key business units for which they are
responsible.
THE POLICY GROUP LONG-TERM INCENTIVE PLAN
Under the Policy Group Long-Term Incentive Plan, long term incentives are
earned by the CEO and other members of the Company's Policy Committee (currently
seven executive officers) when the Company attains specific earnings and return
on capital goals that are equally weighted and are determined, respectively, by
an earnings forecasting formula and a return on capital ranking that must exceed
the median of a competitor group of 14 major paper and packaging companies. The
competitor group differs and is larger than the peer group used in the Stock
Performance Graph which, at selection, consisted of the companies in the Dow
Jones Paper Group Index because the Company has historically compared its
financial performance against the competitor group. Since 1990, awards earned
14
<PAGE>
under this plan are made in restricted shares of Common Stock that vest at a
rate of 20% per year over 5 years. The objective of this plan is to focus senior
management's attention on two critical factors affecting the Company's long term
performance (earnings per share and return on capital) and reward them for
making successful long term decisions. The value of these awards may vary
considerably based on Union Camp's stock price performance.
1993 Action: The Company's return on capital ranking among the group of 14
paper and packaging competitors equaled the median. Therefore, no award was
granted to the CEO or other Policy Group members under this provision of the
Long-Term Incentive Plan. The Company's earnings per share for 1993 did not meet
the Plan's forecasted target but exceed its threshold resulting in the CEO and
the named executive officers each receiving an award equal to 10.5% of the
amount of his annual base salary as in effect at the end of January 1994 when
the awards were granted. These awards were granted in restricted stock which
will vest 20% a year over the next five years.
THE 1989 STOCK OPTION AND STOCK AWARD PLAN
Stock options are the final element of the Company's compensation for its
CEO and executive officers. Stock options are normally granted annually. The
primary objective of issuing stock options is to encourage the CEO and the
officers of the Company to maintain an equity interest in the Company and
provide financial rewards linked to the future performance of the Company's
Common Stock.
1993 Action: The starting point for the determination of stock option
awards for each of the CEO and the named executive officers is the average
competitive total compensation for comparable positions recommended by the
independent compensation consultant (as discussed under the caption 'Providing
competitive levels of compensation' on page 12). The Committee approved 1993
stock option grants that were determined by offsetting the average competitive
total compensation reported by the consultant by the CEO's and named executive
officers' base salaries, and their Annual Incentive Plan and Long-Term Incentive
Plan target awards. For this calculation, the expected present value of the
stock option grants was determined by the independent consultant using a version
of the Black-Scholes formula. The Committee expects to use the same methodology
each year and does not consider the amount of stock options previously awarded
because it considers stock options to be primarily compensatory. The stock
options granted to the CEO and the other named executives during 1993 are shown
in the Option Grants table.
SUMMARY
The Company's emphasis on variable pay and the compensation programs'
direct link to both short and long-term financial performance, as well as stock
performance, tie executive pay to critical measures of corporate performance.
Robert D. Kennedy, Chair
Gary E. MacDougal
George J. Sella, Jr.
Ted D. Simmons
15
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return of Union
Camp Common Stock, the S&P 500 Composite -- 500 Stock Index and an index of a
peer group of paper companies, for the period of five years beginning December
30, 1988 and ending December 31, 1993 (assuming that the value of the investment
in Union Camp Common Stock and each index was $100 on December 30, 1988 and that
all dividends were reinvested). The peer group index is comprised of 9 medium to
large sized companies whose primary business is the manufacture and sale of
paper products. Peer group returns are weighted each year based on each
company's market capitalization at the beginning of the year. The peer group
comprises the common stocks of: Boise Cascade, Bowater, Champion International,
Consolidated Papers, Federal Paper Board, P.H. Glatfelter, International Paper,
Mead, and Westvaco.
5-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNS
[PERFORMANCE GRAPH]
UNION CAMP 100 112 113 163 156 167
- ------------------------------------------------------------------------------
PEER GROUP 100 114 99 123 123 132
- ------------------------------------------------------------------------------
S&P 500 COMPOSITE 100 132 128 166 179 197
- ------------------------------------------------------------------------------
DEC. 88 DEC. 89 DEC. 90 DEC. 91 DEC. 92 DEC. 93
RETIREMENT PLANS
The Retirement Plan for Salaried Employees is a defined benefit plan and is
funded solely by Company contributions. The calculation of benefits under the
Retirement Plan is based upon average earnings, which include salary, overtime
and vacation payments, bonuses and incentive compensation received during the
highest 60 consecutive months of the 120 months preceding retirement ('Final
Average Earnings'). The amount of the retirement benefit provided to a
participating employee under the Retirement Plan equals the product of the sum
of 1.05% of the participating employee's Final Average Earnings plus .45% of
those Final Average Earnings in excess of the average applicable Social Security
wage base at the date of retirement, multiplied by the number of years of
credited service of the employee with the Company or one of its participating
subsidiaries. Benefits under the Retirement Plan are not subject to any
deduction for Social Security benefits or other offset amounts. To the extent
that retirement benefits payable exceed limitations imposed by the Internal
Revenue Code of 1986, as amended (the 'Code'), with respect to payments from tax
qualified trusts, such excess amounts will not be paid from a qualified trust
fund but will be paid by the Company on an unfunded basis out of its general
assets.
The Company has adopted a Supplemental Retirement Income Plan for Executive
Officers (the 'Plan') under which the Personnel, Compensation and Nominating
Committee of the Board of Directors (the 'Committee') may from time to time
designate certain executive officers as covered participants if such officers
are (i) members of the Company's policy committee and/or (ii) hired at mid-
career and responsible for a significant segment of the Company's business. The
Plan currently covers seven policy committee members. The Plan provides for a
minimum pension upon retirement at age 65 (or earlier with approval of the
Committee) following at least 10 years of service of 40% of the participant's
average annual earnings, which include salary, vacation payments and annual
target bonus, during the highest 60 consecutive months of the 120 months
preceding retirement ('Average Pension Compensation') which increases by 1 1/2%
for each year of additional service up to a maximum of 55%
16
<PAGE>
of Average Pension Compensation after 20 years of service. Payments under the
Plan will be reduced by (i) pensions under the Retirement Plan for Salaried
Employees and the related Supplemental Retirement Plan, (ii) any other pensions
which may be payable by other employers and (iii) one-half of the amount of
primary Social Security benefits. If an officer engages in certain competitive
activity after retirement, benefits under the Plan will terminate. The Plan
provides that Mr. McClelland shall receive a minimum annual pension equal to the
higher of the Plan's benefit or the sum of $22,400 plus any pension payable
under the Retirement Plan for Salaried Employees and the related Supplemental
Retirement Plan.
The following table shows the approximate annual pensions payable under all
the plans described to the executive officers named in the Summary Compensation
Table assuming retirement at age 65, whose Average Pension Compensation and
years of service at retirement would be in the classifications indicated. The
amounts shown have not been reduced by any pension payable by another employer
or Social Security benefits which are offsets to the pensions payable under the
Supplemental Retirement Income Plan for Executive Officers.
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL PENSION AT AGE 65
AVERAGE YEARS OF SERVICE
PENSION -------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 $190,000 $220,000 $220,000 $220,000 $220,000 $235,600
$ 500,000 $237,500 $275,000 $275,000 $275,000 $275,000 $295,600
$ 600,000 $285,000 $330,000 $330,000 $330,000 $330,000 $355,600
$ 700,000 $332,500 $385,000 $385,000 $385,000 $385,000 $415,600
$ 800,000 $380,000 $440,000 $440,000 $440,000 $440,000 $475,600
$ 900,000 $427,500 $495,000 $495,000 $495,000 $495,000 $535,600
$1,000,000 $475,000 $550,000 $550,000 $550,000 $550,000 $595,600
</TABLE>
The calculation of the amounts shown assumes that the employee remains in
the service of the Company or one of its participating subsidiaries until age
65, that the retirement program is continued in its present form and that the
individual receives the benefits in the form of a single life annuity. As of
December 31, 1993, Messrs. Ballengee, Cartledge, McClelland, Reed and Trice were
credited with 12, 28, 5, 24 and 30 years of service, respectively, under the
Retirement Plan, including credit for prior service with a subsidiary of the
Company in the case of Mr. Reed. Upon his retirement on September 1, 1993, Mr.
Munford was credited with 42 years of service under the retirement plans. The
payment in 1993 to Mr. Munford for working beyond his normal retirement date at
the Company's request was not included in Final Average Earnings or Average
Pension Compensation. The current compensation covered by the Plan is $1,012,000
for Mr. Cartledge; $458,000 for Mr. Ballengee; $655,000 for Mr. McClelland;
$457,000 for Mr. Reed; and $410,000 for Mr. Trice.
SEVERANCE ARRANGEMENTS
The individuals named in the Summary Compensation Table and two other
executive officers have executed individual severance agreements with the
Company. Each agreement provides that if, during the two-year period following a
'change in control of the Company,' the Company terminates the executive's
employment without 'cause' (other than for 'disability') or the executive
terminates his employment for 'good reason' (as such terms are defined in the
severance agreements), the executive will receive from the Company as a
severance benefit a lump sum payment equal to two times the sum of such
executive's annual salary and two times the amount of his normal bonus
opportunity (as such term is defined in the severance agreements). An executive
officer would also be entitled to continue to receive certain welfare insurance
benefits for two years. The Company will also make an additional payment to the
executive to ensure that the components of the severance benefit described above
that are multiples of salary and bonus will not be subject to net reduction due
to the imposition of excise taxes under section 4999 of the Code. The individual
severance agreements provide for the distribution to the executives of their
benefits under the Company's Supplemental Retirement Plan promptly following a
'change in control of the Company.' If a lump sum severance benefit becomes
payable, each executive officer party to such an individual severance agreement
shall receive an additional
17
<PAGE>
pension equal to the difference between (1) the pension he would have received
under the Company's Retirement Plan for Salaried Employees (including any
retirement benefits in excess of limitations imposed by the Code paid on an
unfunded basis from the Company's general assets) if he were credited with two
additional years of service under the Retirement Plan at an annual compensation
in each such year equal to his annual salary and his normal annual bonus
opportunity (as such terms are defined in the severance agreement), and (2) the
pension actually payable to him under the Retirement Plan.
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse has been recommended by the Audit Committee and appointed
by the Board of Directors, subject to ratification by the stockholders, to make
an examination of the consolidated balance sheet of the Company and its
consolidated subsidiaries as of December 31, 1994 and the related consolidated
statements of income and cash flows for the year 1994, and for such other
purposes incidental thereto as may be required. Price Waterhouse has been the
Company's independent accountants since 1977.
The Company expects that a representative of Price Waterhouse will be
present at the meeting and will be available to respond to appropriate questions
from stockholders. The representative of Price Waterhouse will have an
opportunity to make a statement at the meeting if he so desires.
SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. All
Section 16(a) filing requirements applicable to the Company's directors and
executive officers with respect to transactions during fiscal 1993 were complied
with except that one purchase transaction by Gary E. MacDougal, a director, was
reported on a Form 4 which was filed four days late.
OTHER MATTERS
The Board of Directors has at this time no knowledge of any matters to be
brought before the meeting other than those referred to above. The Company's
bylaws provide that stockholders who wish to propose the transaction of any
business at the annual meeting must give the Company's Secretary written notice
of such intent containing the information required by the bylaws at least sixty
(60) days in advance of the day established by the bylaws as the date of the
annual meeting (the last Tuesday in April). However, if any other matters
properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote said proxy in accordance with their
judgment on such matters.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder for presentation at the 1995 Annual Meeting
of the Stockholders of the Company must be received by the Company not later
than November 18, 1994 for inclusion in the Company's 1995 Proxy Statement and
Proxy.
EXPENSES
All expenses in connection with solicitation of proxies will be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
certain directors, officers and regular employees of the Company may solicit the
return of proxies in person and by telephone and other means of
telecommunication. The Company has retained D.F. King & Co., Inc., 77 Water
Street, New York, N.Y. 10005, to assist in the solicitation of proxies for which
the Company will pay a fee of $10,500 and will reimburse brokers and other
nominees for their expenses in forwarding soliciting material to beneficial
owners of the stock held of record by such persons.
By Order of the Board of Directors
DIRK R. SOUTENDIJK
Secretary
March 18, 1994
18
APPENDIX
Graphic and Image Information
See the narrative descriptions of:
PHOTOS OF DIRECTORS ON PAGES 2 THROUGH 5 OF N&PS
PERFORMANCE GRAPH ON PAGE 16 OF N&PS
<PAGE>
[LOGO]
UNION CAMP CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS APRIL 26, 1994
The undersigned hereby appoints RAYMOND E. CARTLEDGE, JAMES M. REED AND
DIRK R. SOUTENDIJK, and each of them, proxies, with power of substitution and
revocation, to vote all Common Stock of UNION CAMP CORPORATION standing in the
name of the undersigned at the annual meeting of stockholders of said
corporation at Union Camp Corporation Headquarters, 1600 Valley Road, Wayne, New
Jersey, on Tuesday, April 26, 1994 at 11:00 A.M., and any and all adjournments
thereof, with all the powers which the undersigned would possess if personally
present, upon and in respect of the following matters and in their discretion
for the transaction of such other business as may properly come before the
meeting; all as set forth in the Proxy Statement dated March 18, 1994.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE REVERSE
SIDE. IN THE ABSENCE OF ANY INSTRUCTIONS, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE RATIFICATION OF INDEPENDENT
ACCOUNTANTS, ALL AS REFERRED TO ON THE REVERSE SIDE.
(Continued, and to be SIGNED on the reverse side.)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEMS 1 AND 2.
<TABLE>
<S> <C> <C> <C>
(1) Election of Directors [x] VOTE FOR all nominees listed [x] VOTE WITHHELD [x] EXCEPTIONS*
below. from all nominees. Vote withheld from nominees (if
any) whose names are written in
the space provided below.
</TABLE>
Nominees: C. Corness, R. Kennedy, W. C. McClelland and J. Reed
*Exceptions ...................................................................
(2) Ratification of appointment of independent accountants.
FOR [x] AGAINST [x] ABSTAIN [x]
Address Change
and/or Comments Mark Here [x]
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0188
Please sign exactly as your names
appear. If Executor, Trustee, etc.,
give full title. If stock is registered
in two names, both should sign.
Dated: _________________________ , 1994
_______________________________________
Signature(s)
_______________________________________
Signature(s)
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
March 18, 1994
TO: PARTICIPANTS HAVING COMPANY STOCK ALLOCATED TO THEIR
ACCOUNTS UNDER THE FOLLOWING PLANS:
The Union Camp Corporation Salaried Employees' Savings and Investment Plan
The Union Camp Corporation Employees' Investment Plan
The Union Camp Corporation Employees' Savings and Investment Plan
The Union Camp Corporation Franklin Employee Investment Plan
The Union Camp Corporation Prattville Employee Investment Plan and
The Union Camp Corporation Savannah Employee Investment Plan
Enclosed is a copy of Union Camp Corporation's 1993 Annual Report and a
copy of the Notice of the 1994 Annual Meeting and Proxy Statement, together with
a Confidential Voting Instructions form.
You are entitled to direct Bankers Trust Company, the Trustee of each of
the plans referred to above, how to vote the shares of Union Camp Common Stock
allocated to your plan account. Please date, mark as appropriate and sign the
enclosed Confidential Voting Instructions form and return it in the enclosed
envelope to Bankers Trust Company, P.O. Box 500, Elizabeth, New Jersey
07207-9870. Bankers Trust Company will vote the shares in your account as you
direct. If you do not return the enclosed Confidential Voting Instructions form,
your shares will be voted in the same proportions as shares are actually voted
in either (i) the Salaried Employees' Savings and Investment Plan, if you are a
participant in that plan, or (ii) the other plans.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE VOTING
INSTRUCTIONS FORM TO BANKERS TRUST COMPANY AS SOON AS POSSIBLE.
Very truly yours,
Dirk R. Soutendijk
Secretary
<PAGE>
April 11, 1994
A REMINDER!
Dear Shareholder:
You have previously received proxy materials in connection with the
upcoming Annual Meeting of Union Camp Corporation to be held on April 26, 1994.
According to our latest records, your proxy for this meeting has not been
received. Regardless of the number of shares you own, it is important they be
represented at this meeting.
Since the time remaining is short, we strongly urge you to sign, date and
mail the enclosed proxy card promptly in the envelope provided. If you have
already mailed your proxy, please disregard this request and accept our thanks.
Sincerely,
Dirk R. Soutendijk
Secretary
<PAGE>
MARCH 18, 1994
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attn: Mr. Charles C. Leber
Branch Chief
RE: FILE NO. 1-4001
-------------------
Gentlemen:
Transmitted herewith, for filing pursuant to Rule 14a-6, is proxy material
consisting of Notice of Meeting and Proxy Statement and Proxy (the 'Definitive
Soliciting Material'), which we intend to mail on or about March 18, 1994 to our
stockholders in connection with the solicitation for the Annual Stockholders'
Meeting to be held on April 26, 1994. Please be advised that Union Camp
submitted its executive compensation disclosure contained in the enclosed proxy
statement to the SEC pursuant to the voluntary program announced in Release No.
34-33229. This material was reviewed by Linda B. Matarese, Esq. who cleared it
on March 15, 1994.
The record date for the annual meeting is March 4, 1994. Union Camp paid
the filing fee of $125.00 to the Securities and Exchange Commission at its
lockbox at Post Office Box 360055M, Pittsburgh, PA 15252.
In addition, transmitted herewith are the following definitive letters:
(1) A letter to all participants in the Union Camp Corporation:
Salaried Employees' Savings and Investment Plan, Employees' Investment
Plan, Employees' Savings and Investment Plan, Franklin Employee Investment
Plan, Prattville Employee Investment Plan and Savannah Employee Investment
Plan which we intend to mail to the plan participants on or about March 18,
1994; and
(2) A letter for a second mailing of the proxy which we intend to mail
to stockholders on or about April 11, 1994.
Very truly yours,
MARY BETH ELLIOTT
MBAMS26.1t
Encls.
cc: New York Stock Exchange, Inc.
20 Broad Street
New York, New York 10005
(w/5 copies of each)
Pacific Stock Exchange, Inc.
301 Pine Street
San Francisco, CA 94104
(w/5 copies of each)
