UNION CAMP CORP
10-K/A, 1994-06-28
PAPER MILLS
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                         -----------------------------

                                  FORM 10-K/A
 
                                AMENDMENT NO. 1
 
(MARK ONE)
 
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [FEE REQUIRED]
    For the fiscal year ended                  December 31, 1993               
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]
    For the transition period from                      to                      
 
                         Commission File Number 1-4001
 
                         -----------------------------

                             UNION CAMP CORPORATION
             (Exact Name of Registrant as Specified in its Charter)
 
<TABLE>
<S>                                                  <C>
                     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)
</TABLE>
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 201-628-2000
 
                         -----------------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                                          NAME OF EACH EXCHANGE ON
                  TITLE OF EACH CLASS                                         WHICH REGISTERED
- - - --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
               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                                     New York Stock Exchange
             Debentures Due April 15, 2016
</TABLE>
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None
 
                         -----------------------------

     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, 1994,  69,916,299 shares of Registrant's  Common Stock, $1 par
value, were outstanding. On March 4, 1994,  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 $48-3/4 and  the aggregate market value  of the Common Stock
held by non-affiliates of the Registrant was $3,408,419,576.
 
                       DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of Registrant's Annual Report to Stockholders for the fiscal  year
ended  December 31, 1993 (the 'Union  Camp 1993 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 18, 1994 (the 'Union
Camp 1994 Proxy Statement'), are incorporated by  reference in Part III  of this
Form 10-K.

<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a)(1) Index of financial statements
 
     The  following financial statements  are included at  the indicated page in
the Union Camp  1993 Annual  Report and are  incorporated by  reference in  this
Annual Report on Form 10-K:
 
<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                  ---------
<S>                                                                                               <C>
Consolidated Income for the years ended December 31, 1993, 1992 and 1991........................         32
Consolidated Balance Sheet December 31, 1993 and 1992...........................................         33
Consolidated Statement of Cash Flows for the years ended December 31, 1993, 1992 and 1991.......         34
Notes to Consolidated Financial Statements......................................................      35-40
Report of Independent Accountants...............................................................         31
</TABLE>
 
     (2)  The following schedules, for the  three years ended December 31, 1993,
to the Financial Statements are included beginning at the indicated page in this
Annual Report on Form 10-K:
 
<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                  ---------
<S>                                                                                               <C>
Report of Independent Accountants on Financial Statement Schedules..............................         27
Schedule V -- Plant and Equipment and Timberland................................................      28-29
Schedule VI -- Accumulated Depreciation and Amortization of Plant and Equipment; and Cost of
  Company Timber Harvested......................................................................         30
Schedule VIII -- Valuation and Qualifying Accounts..............................................         31
Schedule IX -- Short-Term Borrowings............................................................         32
Schedule X -- Supplementary Income Statement Information........................................         32
</TABLE>
 
     All schedules other than those indicated  above are omitted because of  the
absence  of the conditions under which they are required or because the required
information is set forth in the financial statements and their notes.
 
<PAGE>
     (3) All exhibits, including those incorporated by reference.
 
<TABLE>
<CAPTION>
 NO.                                                    DESCRIPTION
- - - ------  ------------------------------------------------------------------------------------------------------------
<S>     <C>
3.1     -- Copy of Articles of Incorporation of Union Camp, as  amended May 4, 1990 (filed as Exhibit 3(b) to  Union
           Camp's  Quarterly Report  on Form 10-Q  for the Quarter  ended March  31, 1990 and  incorporated herein by
           reference).
3.2     -- Copy of By-Laws of Union Camp, as amended April 27, 1993 (filed as Exhibit 3(b) to Union Camp's Quarterly
           Report on Form 10-Q for the Quarter ended March 31, 1993 and incorporated herein by reference).
4       -- Union Camp hereby  agrees to furnish copies  of instruments defining the  rights of holders of  long-term
           debt of Union Camp and its consolidated subsidiaries to the Commission upon its request.
10.1    -- Copy of Union  Camp's 1982 Stock Option  Plan, as amended  November 29, 1988 (filed  as Exhibit 10(b) to
           Union Camp's Annual Report on Form  10-K for the year ended December  31, 1988 and incorporated herein  by
           reference).
10.2    -- Copy of Union Camp's 1989 Stock Option and Stock Award Plan, as amended November 30, 1993.
10.3    -- Copy of  Union Camp's Executive  Annual Incentive Plan  (filed as  Exhibit 10(c) to  Union Camp's Annual
           Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference).
10.4    -- Copy of Union Camp's Policy Group Long-Term Incentive Plan (filed as Exhibit 19(b) to Union Camp's Annual
           Report on Form 10-Q for the quarter ended March 31, 1993 and incorporated herein by reference).
10.5    -- Copy of Union Camp's Directors' Fees Deferral Plan (filed as Exhibit 10(d) to Union Camp's Annual  Report
           on Form 10-K for the year ended December 31, 1982 and incorporated herein by reference).
10.6    -- Copy of Union Camp's Retirement Plan for Outside Directors as amended November 26, 1991 (filed as Exhibit
           10(g)  to Union Camp's Annual  Report on Form 10-K  for the year ended  December 31, 1991 and incorporated
           herein by reference).

<PAGE>

10.7    -- Copy of  form of Severance  Agreement between  Union Camp and  certain executive officers  of Union  Camp
           (filed  as Exhibit 10(g) to Union Camp's  Annual Report on Form 10-K for  the year ended December 31, 1988
           and incorporated herein  by reference), as  amended by Amendment  No. 1 to  Severance Agreement (filed  as
           Exhibit  19 to Union  Camp's Quarterly Report  on Form 10-Q for  the Quarter ended  September 30, 1990 and
           incorporated herein by reference); as further amended by Amendment No. 2 to Severance Agreement (filed  as
           Exhibit  No. 19(a) to Union Camp's Quarterly Report on  Form 10-Q for the Quarter ended September 30, 1991
           and incorporated herein by reference).
10.8    -- Copy of Union Camp's Stock Compensation Plan for Non-Employee Directors as amended February 22, 1994.
10.9    -- Copy of Agreement  between Union Camp and  James M. Reed dated  May 14, 1991 (filed  as Exhibit 19(c)  to
           Union  Camp's Quarterly  Report on Form  10-Q for  the Quarter ended  September 30,  1991 and incorporated
           herein by reference).
10.10   -- Copy of  Union Camp  Corporation Supplemental  Retirement Income Plan  for Executive  Officers (filed  as
           Exhibit  19(c) to  Union Camp's Quarterly  Report on Form  10-Q for the  Quarter ended March  31, 1993 and
           incorporated herein by reference).
11      -- Statement re computation of per share earnings.
13      -- The portion of Union Camp Corporation's 1993  Annual Report to security holders which is incorporated  by
           reference into this filing.
21      -- List of subsidiaries of Union Camp  (filed as Exhibit 22 to Union  Camp's Annual Report on Form 10-K for
           the year ending December 31, 1992 and incorporated herein by reference).
23      -- Consent of Independent Accountants.
99(a)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp  Corporation
           Franklin Employee Investment Plan, Franklin, Virginia.
99(b)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
           Prattville Employee Investment Plan, Prattville, Alabama.

<PAGE>

99(c)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp  Corporation
           Savannah Employee Investment Plan, Savannah, Georgia.
99(d)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
           Employees Investment Plan.
99(e)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp  Corporation
           Salaried Employees' Savings and Investment Plan.
99(f)*  -- Form 11-K Annual Report for the fiscal year ended December 31, 1993 in respect of Union Camp Corporation
           Employees' Savings and Investment Plan.
</TABLE>
* Filed with their amendment. 
     (b) Reports on Form 8-K.
 
     No Current  Report on  Form 8-K  was  filed by  the Registrant  during  the
quarter ended December 31, 1993.



<PAGE>
                                 EXHIBIT 99(a)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x] ANNUAL  REPORT PURSUANT TO  SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION  15(d) OF THE SECURITIES EXCHANGE  ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                 to
 
Commission file number   1-4001  
 
A. Full title of the plan and the address of the plan, if different from that of
the  issuer  named below:  Union Camp  Corporation Franklin  Employee Investment
Plan, Franklin, Virginia.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 
<PAGE>
                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The Plan's financial statements, and the report thereon by its  Independent
Public  Accountants, which are listed below  and set forth immediately following
page 3 hereof, are being  filed in paper format under  cover of Form SE and  are
hereby incorporated by reference into this Item 4.
 
     (a) Report of Independent Accountants.
 
     (b) Financial Statements
 
          (1) Statement of Net Assets at December 31, 1993 and 1992.
 
          (2) Statement of Changes in Net Assets for the Year Ended December 31,
     1993 and the Year Ended December 31, 1992.
 
          (3) Notes to Financial Statements.
 
     (c) Exhibit
 
          (1) Consent of Independent Accountants.
 
                                        2
<PAGE>
                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
trustees (or other persons who administer  the employee benefit plan) have  duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                          UNION CAMP CORPORATION FRANKLIN
                                          EMPLOYEE INVESTMENT PLAN,
                                          FRANKLIN, VIRGINIA                    
                                          ................................
                                                  (Name of Plan)
Date: June 28, 1994
                                          By: /s/ James M. Reed                 
                                          ...............................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNION CAMP FRANKLIN
                                              EMPLOYEE INVESTMENT PLAN,
                                              FRANKLIN, VIRGINIA

                                        3
<PAGE>
                                                                       EXHIBIT 1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby  consent to  the incorporation  by  reference in  the Prospectus
constituting part of the  Registration Statement on  Form S-8 (Registration  No.
33-23952)  of Union Camp Corporation of our report dated June 17, 1994 appearing
in the Annual Report of the Union Camp Corporation Franklin Employee  Investment
Plan,  Franklin,  Virginia  which is  incorporated  in  this  Annual  Report  on
Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE

Morristown, NJ
June 27, 1994



<PAGE>
                                 EXHIBIT 99(b)
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                to
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the  issuer named below:  Union Camp Corporation  Prattville Employee Investment
Plan, Prattville, Alabama.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 
<PAGE>
                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The Plan's financial statements, and the report thereon by its  Independent
Public  Accountants, which are listed below  and set forth immediately following
page 3 hereof, are being  filed in paper format under  cover of Form SE and  are
hereby incorporated by reference into this Item 4.
 
     (a) Report of Independent Accountants.
 
     (b) Financial Statements
 
          (1) Statement of Net Assets at December 31, 1993 and 1992.
 
          (2) Statement of Changes in Net Assets for the Year Ended December 31,
     1993 and the Year Ended December 31, 1992.
 
          (3) Notes to Financial Statements.
 
     (c) Exhibit
 
          (1) Consent of Independent Accountants.
 
                                       2
 
<PAGE>
                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
trustees (or other persons who administer  the employee benefit plan) have  duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                            UNION CAMP CORPORATION PRATTVILLE
                                                 EMPLOYEE INVESTMENT PLAN, 
                                                  PRATTVILLE,  ALABAMA 
                                          ...................................
                                                    (Name of Plan)
 
Date: June 28, 1994                       By: /s/ James M. Reed
                                          ...................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNIONCAMP PRATTVILLE
                                              EMPLOYEE INVESTMENT PLAN
                                              PRATTVILLE, ALABAMA
 
                                       3
 
<PAGE>
                                                                       EXHIBIT 1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby  consent to  the incorporation  by  reference in  the Prospectus
constituting part of the  Registration Statement on  Form S-8 (Registration  No.
33-25454)  of Union Camp Corporation of our report dated June 17, 1994 appearing
in  the  Annual  Report  of  the  Union  Camp  Corporation  Prattville  Employee
Investment Plan, Prattville, Alabama which is incorporated in this Annual Report
on Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE
 
Morristown, NJ
June 27, 1994
 


<PAGE>
                                 EXHIBIT 99(c)
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
     (MARK ONE):
 
[x] ANNUAL  REPORT PURSUANT TO  SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION  15(d) OF THE SECURITIES EXCHANGE  ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                 to                   
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the  issuer  named  below:  Union Camp  Corporation Savannah Employee Investment
Plan, Savannah, Georgia.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 
<PAGE>

                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The  Plan's financial statements, and the report thereon by its Independent
Public Accountants, which are listed  below and set forth immediately  following
page  3 hereof, are being filed  in paper format under cover  of Form SE and are
hereby incorporated by reference into this Item 4.
 
          (a) Report of Independent Accountants.
 
          (b) Financial Statements
 
             (1) Statement of Net Assets at December 31, 1993 and 1992.
 
             (2) Statement of Changes in Net Assets for the Year Ended  December
                 31, 1993 and the Year Ended December 31, 1992.
 
             (3) Notes to Financial Statements.
 
          (c) Exhibit
 
             (1) Consent of Independent Accountants.

                                        2
<PAGE>
 
                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
trustees (or other persons who administer  the employee benefit plan) have  duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                          UNION CAMP CORPORATION SAVANNAH
                                          EMPLOYEE INVESTMENT PLAN,
                                          SAVANNAH, GEORGIA
                                          ...................................
                                             (Name of Plan)
 
 Date: June 28, 1994                      By: /s/ James M. Reed
                                          ...................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNION CAMP SAVANNAH
                                              EMPLOYEE INVESTMENT PLAN,
                                              SAVANNAH, GEORGIA
 
                                           3
<PAGE>
                                                                       EXHIBIT 1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby  consent to  the incorporation  by  reference in  the Prospectus
constituting part of the  Registration Statement on  Form S-8 (Registration  No.
33-25455)  of Union Camp Corporation of our report dated June 17, 1994 appearing
in the Annual Report of the Union Camp Corporation Savannah Employee  Investment
Plan,  Savannah, Georgia  which is  incorporated in  this Annual  Report on Form
11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE

Morristown, NJ
June 27, 1994



<PAGE>
                                 EXHIBIT 99(d)
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
 
                                   FORM 11-K
 
                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x] ANNUAL  REPORT PURSUANT TO  SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO  SECTION 15(d) OF THE SECURITIES EXCHANGE  ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                 to
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the  issuer named  below: Union  Camp Corporation  Employees Investment Plan.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 
<PAGE>
                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The Plan's financial statements, and the report thereon by its  Independent
Public  Accountants, which are listed below  and set forth immediately following
page 3 hereof, are being  filed in paper format under  cover of Form SE and  are
hereby incorporated by reference into this Item 4.
 
          (a) Report of Independent Accountants.
 
          (b) Financial Statements
 
             (1) Statement of Net Assets at December 31, 1993 and 1992.
 
             (2)  Statement of Changes in Net Assets for the Year Ended December
        31, 1993 and the Year Ended December 31, 1992.
 
             (3) Notes to Financial Statements.
 
          (c) Exhibit
 
           (1) Consent of Independent Accountants.
 
                                        2

<PAGE>
                                   SIGNATURES
 
     Pursuant to the requirements  of the Securities Exchange  Act of 1934,  the
trustees  (or other persons who administer  the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                          UNION CAMP CORPORATION EMPLOYEES
                                          INVESTMENT PLAN
                                          ...................................
                                               (Name of Plan)
 
Date: June 28, 1994                       By: /s/ James M. Reed
                                          ..................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNION CAMP EMPLOYEES
                                              INVESTMENT PLAN
 
                                        3
<PAGE>
                                                                      EXHIBIT 1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby  consent to  the  incorporation by  reference in  the  Prospectus
constituting  part of the  Registration Statement on  Form S-8 (Registration No.
33-28396) of Union Camp Corporation of our report dated June 17, 1994  appearing
in  the Annual Report  of the Union Camp  Corporation Employees Investment Plan,
which is incorporated in this Annual Report on Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE

Morristown, NJ
June 27, 1994
 


<PAGE>
                                EXHIBIT 99(e)
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
 
                                   FORM 11-K
 
                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x] ANNUAL  REPORT PURSUANT TO  SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF
    1934 (FEE REQUIRED).
    For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION  15(d) OF THE SECURITIES EXCHANGE  ACT
    OF 1934 (NO FEE REQUIRED).
    For the transition period from                  to
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:  Union Camp Corporation Salaried Employees' Savings  and
Investment Plan.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600  Valley Road, 
Wayne New Jersey 07470.
 
<PAGE>
                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE
 
ITEM   4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The  Plan's financial statements, and the report thereon by its Independent
Public Accountants, which are listed  below and set forth immediately  following
page  3 hereof, are being filed  in paper format under cover  of Form SE and are
hereby incorporated by reference into this Item 4.
 
     (a) Report of Independent Accountants.
 
     (b) Financial Statements
 
         (1) Statement of Net Assets at
             December 31, 1993 and 1992.
 
         (2) Statement of Changes in Net Assets for the
             Year Ended December 31, 1993 and the Year
             Ended December 31, 1992.
 
         (3) Notes to Financial Statements.
 
     (c) Exhibit
 
         (1) Consent of Independent Accountants.
 
                                        2
<PAGE>
                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
trustees (or other persons who administer  the employee benefit plan) have  duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                          UNION CAMP CORPORATION SALARIED
                                          EMPLOYEES' SAVINGS AND INVESTMENT PLAN
                                          .....................................
                                                   (Name of Plan)
 

Date: June 28, 1994                       By: /s/ James M. Reed
                                          .....................................
                                              JAMES M. REED
                                              CHAIRMAN, COMMITTEE OF
                                              THE UNION CAMP SALARIED
                                              EMPLOYEES' SAVINGS AND
                                              INVESTMENT PLAN
 
                                        3
<PAGE>
                                                                       EXHIBIT 1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby consent  to the incorporation  by reference  in the Registration
Statement on Form S-8 (Registration No.  33-60428) of Union Camp Corporation  of
our  report dated June 17, 1994 appearing in the Annual Report of the Union Camp
Corporation  Salaried   Employees'  Savings   and  Investment   Plan  which   is
incorporated in this Annual Report on Form 11-K.
 
    PRICE WATERHOUSE
    PRICE WATERHOUSE
 
Morristown, NJ
June 27, 1994




<PAGE>
                                 EXHIBIT 99(f)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 11-K

                                 ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
(MARK ONE):
 
[x]  ANNUAL  REPORT PURSUANT TO SECTION 15(d)  OF THE SECURITIES EXCHANGE ACT OF
     1934 (FEE REQUIRED).
     For the fiscal year ended December 31, 1993
 
                                       OR
 
[ ]  TRANSITION  REPORT PURSUANT TO SECTION  15(d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 (NO FEE REQUIRED).
     For the transition period from                  to                  
 
Commission file number 1-4001
 
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below: Union Camp Corporation Employees' Savings and Investment
Plan.
 
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: Union Camp Corporation, 1600 Valley Road, Wayne,
New Jersey 07470.
 
<PAGE>
                              REQUIRED INFORMATION
 
ITEMS 1-3. NOT APPLICABLE

ITEM 4. PLAN FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 
     The Plan's financial statements, and the report thereon by its  Independent
Public  Accountants, which are listed below  and set forth immediately following
page 3 hereof, are being  filed in paper format under  cover of Form SE and  are
hereby incorporated by reference into this Item 4.
 
     (a) Report of Independent Accountants.
 
     (b) Financial Statements
 
        (1) Statement of Net Assets at December 31, 1993 and 1992.
 
        (2) Statement  of Changes in Net Assets  for the Year Ended December 31,
            1993 and the Year Ended December 31, 1992.
 
        (3) Notes to Financial Statements.
 
     (c) Exhibit
 
        (1) Consent of Independent Accountants.
 
                                            2
<PAGE>
                                   SIGNATURES
 
     Pursuant to the requirements  of the Securities Exchange  Act of 1934,  the
trustees  (or other persons who administer  the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
                                            UNION CAMP CORPORATION EMPLOYEES'
                                            SAVINGS AND INVESTMENT PLAN
                                          .....................................

                                                   (Name of Plan)
 

Date: June 28, 1994                        By: /s/ James M. Reed
                                           ....................................
                                               JAMES M. REED
                                               CHAIRMAN, COMMITTEE OF
                                               THE UNION CAMP EMPLOYEES'
                                               SAVINGS AND INVESTMENT PLAN

                                         3

<PAGE>
                                                                       EXHIBIT 1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent  to the  incorporation by reference  in the  Registration
Statement  on Form S-8 (Registration No.  33-60426) of Union Camp Corporation of
our report dated June 17, 1994 appearing in the Annual Report of the Union  Camp
Corporation Employees' Savings and Investment Plan which is incorporated in this
Annual Report on Form 11-K.
 
     PRICE WATERHOUSE
     PRICE WATERHOUSE
 
Morristown, NJ
June 27, 1994


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