UNION CAMP CORP
S-4 POS, 1994-03-15
PAPER MILLS
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                                        Registration Statement No. 33-37220





                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                           _____________________


                               POST-EFFECTIVE
                              AMENDMENT NO. 1
                                     TO
                                  FORM S-4
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                           _____________________


                           UNION CAMP CORPORATION
           (Exact name of registrant as specified in its charter)


      Virginia                      2621                    13-5652423
   (State or other           (Primary Standard           (I.R.S. Employer
   jurisdiction of               Industrial           Identification Number)
  incorporation or             Classification
    organization)               Code Number)


                              1600 Valley Road
                          Wayne, New Jersey  07470
                               (201) 628-2000
            (Address, including Zip Code, and telephone number,
     including area code, of registrant's principal executive offices)


                          Dirk R. Soutendijk, Esq.
               Vice President, General Counsel and Secretary
                           Union Camp Corporation
                              1600 Valley Road
                          Wayne, New Jersey  07470
                               (201) 628-2000
         (Name, address, including Zip Code, and telephone number,
                 including area code, of agent for service)

                           _____________________


                                 Copies to:

                             Kevin Keogh, Esq.
                                White & Case
                        1155 Avenue of the Americas
                         New York, New York  10036
                               (212) 819-8200
<PAGE>

         The undersigned registrant hereby reduces the number of Shares of
Common Stock of Union Camp Corporation covered by the Registration Statement
on Form S-4 (No. 33-37220) by 822,301 which remain unissued at the
termination of the offering, leaving 1,796,262 Shares of such Common Stock
covered by the Registration Statement.


                                 SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
has duly caused this Post-Effective Amendment No. 1 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Wayne, State of New Jersey, on the 11th day of
March, 1994.

                             UNION CAMP CORPORATION



                             By /s/ Raymond E. Cartledge
                                Raymond E. Cartledge
                                Chairman of the Board and
                                Chief Executive Officer


                             POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been signed
by the following persons in the capacities indicated on March 11, 1994.


    Signature                     Title



/s/ Raymond E. Cartledge          Chairman of the Board and Chief
Raymond E. Cartledge                Executive Officer (Principal 
                                    Executive Officer)



          *                       Director, President, Chief Operating
W. Craig McClelland                 Officer



          *                       Vice Chairman of the Board and
James M. Reed                       Chief Financial Officer (Principal
                                    Financial Officer)



          *                       Vice President and Comptroller
Robert E. Moore                     (Principal Accounting Officer)



          *                       Director and Executive Vice
Jerry H. Ballengee                  President
<PAGE>

          *                                 Director
George D. Busbee



                                            Director
Sir Colin R. Corness



                                            Director
Robert D. Kennedy



          *                                 Director
Gary E. MacDougal



          *                                 Director
Ann D. McLaughlin



                                            Director
James T. Mills



          *                                 Director
George J. Sella, Jr.



          *                                 Director
Ted D. Simmons



*By /s/ Dirk R. Soutendijk
     (Dirk R. Soutendijk
     Attorney-in-Fact)
<PAGE>


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