UNION CAMP CORP
8-K, 1995-12-07
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) November 28, 1995



                             UNION CAMP CORPORATION
    -----------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


      VIRGINIA                   1-4001                13-5652423
   --------------------------------------------------------------------
   (State or Other           (File Number)          (I.R.S. Employer
   Jurisdiction of                                Identification No.)
   incorporation)


1600 VALLEY ROAD, WAYNE, NEW JERSEY                 07470
- ---------------------------------------------------------------------
(Address of Principal Executive Offices)         (Zip Code)


       Registrant's telephone number, including area code (201) 628-2000


   N/A
- ---------------------------------------------------------------------
  (Former name or former address, if changed since last report)

<PAGE>
<PAGE>

Item 5.  Other Events.

         On December 1, 1995 Union Camp  Corporation  issued a press release,  a
copy of which is filed as  Exhibit  99  hereto  and is  incorporated  herein  by
reference.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits

Exhibit 99      Press Release, dated December 1, 1995 of Union Camp Corporation.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              UNION CAMP CORPORATION




                                              By: /s/ Dirk R. Soutendijk
                                                  ------------------------------
Date: December 7, 1995                        Name:      Dirk R. Soutendijk
                                              Title:     Vice President, General
                                                         Counsel and Secretary







                                      -2-


<PAGE>
<PAGE>




                               INDEX TO EXHIBITS


                                                                    Sequentially
Exhibit                                                               Numbered
Number                                                                  Page
- ------                                                                  ----
Exhibit 99              Press Release, dated December 1, 1995             4
                        of Union Camp Corporation











                                      -3-


<PAGE>
<PAGE>






                           [LETTERHEAD OF UNION CAMP]

                                                          FOR IMMEDIATE RELEASE


                             UNION CAMP CORPORATION
                         RENEWS SHAREHOLDER RIGHTS PLAN


Wayne,  N.J.,  Dec. 1, 1995 -- Union Camp  Corporation  announced today that its
Board of Directors has renewed the company's  Shareholder Rights Plan, effective
at the close of business  February 26, 1996.  The  Shareholder  Rights Plan will
replace  Union  Camp's  existing  Plan,  which was  adopted in 1986 and  expires
February 26, 1996.
         The rights under the Plan will be initially  evidenced by each share of
Union Camp common  stock.  The rights will be triggered  after a person or group
acquires beneficial  ownership of 15 percent or more of the common stock without
prior  approval of Union  Camp's Board of  Directors.  The rights will expire on
February 26, 2006.
         The Board of  Directors  also  adopted  an  amendment  to Union  Camp's
By-Laws  providing  that  Article  14.1 of the Virginia  Stock  Corporation  Act
relating to  "control  share  acquisitions"  does not apply to  acquisitions  of
shares of Union Camp's common stock. Consequently,  shares acquired in a control
share acquisition will continue to have voting rights.
         Union Camp, based in Wayne,  N.J., is a leading  manufacturer of paper,
packaging,  chemicals and wood products and ranks among the nation's 200 largest
industrial firms.
                                      ###


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