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Filed Pursuant to Rule 424(b)(3)
Registration No. 33-30599
APPENDIX NO. 6
TO
PROSPECTUS
(DATED SEPTEMBER 7, 1989)
OF
UNION CAMP CORPORATION
This Appendix dated April 29, 1994 supplements the information contained in
the Prospectus, dated September 7, 1989, the Appendix dated September 7, 1989,
Appendix No. 2 dated April 27, 1990, Appendix No. 3 dated April 30, 1991,
Appendix No. 4 dated April 30, 1992 and Appendix No. 5 dated April 30, 1993
(collectively, the 'Prospectus'), forming a part of the Registration Statement
on Form S-8 (Reg. No. 33-30599) filed by Union Camp Corporation ('Union Camp')
relating to the Union Camp Corporation 1989 Stock Option and Stock Award Plan
(the '1989 Plan'). Union Camp intends to update at least annually, and more
often when necessary, the information contained in this Appendix, which is
incorporated by reference in and made a part of the Prospectus. Employees
receiving the Prospectus and this Appendix are urged to retain them for future
reference. All Appendices to the Prospectus are an integral part of the
Prospectus and should be read in their entirety in conjunction therewith.
CURRENT INFORMATION; EMPLOYEES ENTITLED TO PARTICIPATE
As of March 31, 1994, 412 employees held options to purchase a total of
2,242,220 shares of Common Stock under the 1989 plan. On such date approximately
300 employees, including all 21 officers, were eligible to be considered for
designation as key employees by the Personnel, Compensation and Nominating
Committee, and, if so designated, to receive stock options, restricted stock
awards, bonuses payable in stock or stock appreciation rights under the 1989
Plan. As of March 31, 1994, 1,076,008 shares of Common Stock were available for
the granting of options under the 1989 Plan, of which 617,051 were available for
awards of restricted stock. The Committee has awarded 101,942 shares of
restricted Company Common Stock under the 1989 Plan.
PLAN ADMINISTRATION
As of April 29, 1994, the members of the Personnel, Compensation and
Nominating Committee, their addresses and their positions with Union Camp were
as follows:
Robert D. Kennedy, Chairman of the Committee and Director
Gary E. MacDougal, Director
George J. Sella, Jr., Director
Ted D. Simmons, Director
The address of each member is c/o Secretary, Union Camp Corporation, 1600
Valley Road, Wayne, New Jersey 07470.
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OPTIONS AND RELATED STOCK APPRECIATION RIGHTS OUTSTANDING
Options granted under the 1989 Plan which remained outstanding and
unexercised as of March 31, 1994, held by employees of Union Camp and its
subsidiaries, including directors and officers, were as follows:
<TABLE>
<CAPTION>
NUMBER AVERAGE OPTION EXPIRATION TYPE OF
OF SHARES PRICE PER SHARE DATES OPTION
- ------------------------------------------------------ --------------- ------------ --------------
<S> <C> <C> <C>
10/29/99 to
2,242,220*............................................ $42.26 11/29/03 Non-Qualified
</TABLE>
- ------------
* An aggregate of 661,745 related stock appreciation rights are outstanding
with respect to such shares.
Prospectus Amendments
General Information Regarding the Plan; and The 1989 Plan
On November 30, 1993 the Board of Directors approved an amendment to the
1989 Plan to establish 750,000 shares as the maximum number of shares of Common
Stock as to which options may be granted to any one executive from November 30,
1993 until the stated expiration date of the Plan on April 24, 1999. On April
27, 1993 the Company's stockholders approved amendments to the Plan to increase
the number of shares of Company Common Stock which may be issued and as to which
options may be granted under the 1989 Plan. In accordance with such amendments,
the number of shares as to which options may be granted under the Plan increased
as of January 1, 1994 to 3,594,969, of which up to 718,993 may be awarded as
restricted stock. Accordingly, page 3 of the Prospectus dated September 7, 1989
is hereby amended by adding the following text after the first and second
sentences of the second paragraph of the text under the caption 'General
Information Regarding the Plan' and page 5 of the Prospectus is hereby amended
by adding the following text after the first sentence of the third paragraph
under the caption 'The 1989 Plan':
'From November 30, 1993 until April 24, 1999, the
current expiration date of the Plan, no more than
750,000 shares may be optioned to any one
executive. The number of shares as to which
options may be granted under the Plan increased as
of January 1, 1994 to 3,594,969, of which 718,993
may be awarded as restricted stock.'
Appendix/Prospectus Supplement dated April 29, 1994
2
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