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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(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, 1995
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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
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UNION CAMP CORPORATION
(Exact name of registrant as specified in its charter)
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)
Registrant's Telephone Number, Including Area Code:(201) 628-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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
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. [X]
On March 4, 1996, 69,118,211 shares of Registrant's Common Stock, $1 par
value, were outstanding. On March 4, 1996, 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 $46.875 and the aggregate market value of the Common Stock
held by non-affiliates of the Registrant was $3,239,916,141.
Documents Incorporated By Reference
Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1995 (the "Union Camp 1995 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, 1996 (the
"Union Camp 1996 Proxy Statement"), are incorporated by reference in Part III of
this Form 10-K.
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COPIES OF THE EXHIBITS MAY BE OBTAINED BY STOCKHOLDERS UPON WRITTEN
REQUEST DIRECTED TO THE SECRETARY, UNION CAMP CORPORATION, 1600 VALLEY
ROAD, WAYNE, NEW JERSEY 07470, ACCOMPANIED BY A CHECK IN THE AMOUNT OF
$10.00 PAYABLE TO UNION CAMP CORPORATION TO COVER PROCESSING AND MAILING
COSTS. COSTS OF INDIVIDUAL EXHIBITS ARE AVAILABLE UPON REQUEST TO THE
SECRETARY.
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PART I
Item 1. Business
General
Union Camp Corporation is a Virginia corporation resulting from a
merger in 1956 of Union Bag and Paper Corporation and Camp Manufacturing
Company, Incorporated. Predecessor businesses were started in 1861 and 1887,
respectively. As used in this Report, the terms "Union Camp" and the "Company"
mean Union Camp Corporation and its subsidiaries unless the context otherwise
requires.
Union Camp's principal business segments are the manufacture and
sale of paper and paperboard, packaging products and wood products and the
production and sale of chemicals, including flavors and fragrances. Information
about developments during 1995 relating to Union Camp's business appears in the
following portions of the Union Camp 1995 Annual Report and is incorporated by
reference in this Item 1: the text under the captions "Investing in Business
Profitability" and "Acquisitions" on pages 13, 14 and 15 excluding the captions
describing the photographs on pages 14 and 15; the text under the caption "Fine
Paper" on page 16 other than the caption describing the photograph on that page;
the text under the caption "Packaging Group" on page 17 other than the last
paragraph under the subheading "Strategies" and the caption describing the
photograph on that page; the text under the caption "Chemical Group" on page 18
other than the last paragraph under the subheading "Strategies" and the caption
describing the photograph on that page; and the text under the caption "Forest
Resources Group" on page 19 other than the caption describing the photograph on
that page. Information about the Company's research and development costs
appears under the caption "Research and Development Costs" in Note 1 of Notes to
Consolidated Financial Statements on page 32 of the Union Camp 1995 Annual
Report and is incorporated by reference in this Item 1.
Revenue, operating profits and other financial data for the
principal business segments and for the foreign and domestic operations and the
dollar amounts of export sales of Union Camp for the years ended December 31,
1995, 1994 and 1993 appear in Note 15 of Notes to Consolidated Financial
Statements
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on page 38 of the Union Camp 1995 Annual Report and are incorporated by
reference in this Item 1. The international operations of Union Camp and its
subsidiaries are subject to the risks of doing business abroad, including
currency fluctuations, foreign government regulation and changes in political
environments.
During 1995, Union Camp's consolidated sales and operating profit
were generated primarily by domestic operations.
Paper and Paperboard
Union Camp's Fine Paper Division produces bleached paper and
paperboard and its Kraft Paper and Board Division produces unbleached paper and
paperboard. Those products are its largest contributors to profits. Union Camp's
total production of bleached and unbleached paper and paperboard in 1995 was
approximately 3,558,000 tons, of which about 59% was unbleached and 41% was
bleached.
The Company operates four large paper mills at Savannah, Georgia,
Prattville, Alabama, Franklin, Virginia and Eastover, South Carolina. They are
fully integrated in that all pulp required to support paper manufacturing is
produced at the mill sites. Combined operating capacity is estimated to be
approximately 3.7 million tons in 1996.
The Savannah, Georgia mill produces unbleached kraft linerboard
and paper, including saturating kraft, a specialized paper which is used by
others as a backing material for decorative and industrial laminates. Unbleached
kraft paper is used primarily in the manufacture of multiwall bags and
unbleached kraft linerboard is used primarily in the manufacture of corrugated
shipping containers (see the next section entitled "Packaging Products"). There
are six operational machines at the Savannah mill.
The two paper machines at the Prattville, Alabama unbleached
kraft mill produce kraft linerboard.
In 1995, the Company converted about 62% of its unbleached kraft
linerboard and paper production into packaging products and sold essentially all
of the rest to others for conversion into similar products.
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The Franklin, Virginia mill produces uncoated free sheet which is
sold in roll and sheet form. These sales are to converters who use uncoated free
sheet primarily to make envelopes and forms, to merchant distributors and major
end users who use it in business and printing papers and to retail distributors.
The mill also produces coated and uncoated bleached bristols which are sold for
a variety of end uses, such as publishing, greeting cards, book covers and file
folders. There are four paper machines and two board machines at this mill. In
December 1994, a fiber recycling facility began operating at the Franklin,
Virginia mill. This facility was constructed as part of a $148 million
modernization program which also included enhancements to the Franklin mill's
paper machines and one board machine. The fiber recycling facility removes ink
from office waste paper and produces recycled pulp for the manufacture of
recycled content white paper and board. Recycled content paper is sold as Union
Camp branded products such as Collage'tm' and Great White'tm'. Deinked pulp not
used for recycled products is sold to others.
The Eastover, South Carolina mill produces bleached uncoated free
sheet which, like the Franklin product, is sold to others in roll and sheet form
for the same end uses. The two-machine Eastover mill has an excess of pulp
capacity which is used together with an on-site pulp dryer to produce bleached
pulp for sale to others in domestic and international markets.
In 1995, Union Camp sold about 26% of its bleached paper and
paperboard production in converted or sheet form. This includes approximately 1%
converted by its own plants into folding cartons and bags.
The four integrated mills use sulfate pulping chemistry, also
referred to as the kraft process. Both hardwood and pine timber are used at all
four mills. Approximately 25% of the Company's wood pulp production utilizes
timber harvested from lands owned or controlled by the Company. Timber use at
the Prattville and Savannah mills is supplemented with recycled waste paper
acquired from others and the Company's converting plants (see the next section
entitled "Packaging Products").
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Packaging Products
From its mill production of paper and paperboard, Union Camp
makes bags and sacks and corrugated and solid fibre containers.
Union Camp produces multiwall and consumer bags used to package
cement, feed, fertilizer, clay, pet food, chemical and mineral products and
specialty bags used in packaging charcoal, produce, sugar, flour, seed, coffee,
cookies, microwaveable popcorn and other miscellaneous items. Union Camp also
produces low density plastic products including film for consumer applications
and for industrial applications, such as plastic shipping sacks to package salt,
bark, soil, insulation, resins and chemicals.
Union Camp produces corrugated and solid fibre containers used to
ship and store canned, bottled and packaged products for a wide variety of
customers, including food processors and textile, furniture, chemical and
automotive manufacturers. In the second half of 1995, the Company began
construction of a new corrugated container plant in Hanford, California, that
will produce heavy duty corrugated products including laminated bulk packaging
and triplewall to service the general industrial, agricultural, petrochemical
and material handling markets. Startup is scheduled during the first half of
1996. In January 1996, Union Camp acquired the operating assets of O'Grady
Containers, Inc., a Fort Worth, Texas based manufacturer of corrugated boxes,
multicolor direct print graphics packaging and point of purchase displays which
operates as part of the Container Division.
Other packaging products include folding cartons, on which Union
Camp does high quality gravure and lithographic printing, which are used for
shelf packaging in retail stores.
In addition, corrugated containers are produced by wholly-owned,
consolidated subsidiaries in Spain, the Republic of Ireland and Puerto Rico. A
corrugated container manufacturing plant in Chile, which is owned by a majority
owned consolidated subsidiary of Union Camp, serves that country's fresh fruit
exporters and expanding industrial base. Union Camp holds a 30% interest in
Zucamor S.A., Argentina's leading independent corrugated container company,
which it purchased during 1994. In December 1995, Union Camp's Spanish
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subsidiary acquired a corrugated container manufacturing plant located near
Madrid. In March 1996, the Company entered a joint venture in Turkey with KAV
Orman Sanayii A.S., a subsidiary of KOC Holding Company, one of the world's
largest industrial companies, to operate a corrugated container plant serving
agricultural and industrial markets in Turkey.
Wood Products
Union Camp produces southern pine lumber, plywood and
particleboard. Its wood products mills have the capacity to produce 479,000,000
board feet of lumber, 234,000,000 square feet (3/8" basis) of plywood and
117,000,000 square feet (3/4" basis) of particleboard annually. Union Camp's
wood products mills produced at 98% of capacity in 1995. Its wood products are
used in home construction and industrial markets such as furniture, cabinets and
fixtures. The wood products mills also produce significant quantities of wood
chips for use in Union Camp's papermaking operations.
Chemical Group
The Chemical Group consists of two operating units: Chemical
Products Division and Bush Boake Allen Inc.
The Chemical Products Division produces a variety of wood-based
and non-wood-based chemicals. Wood-based chemicals, which are by-products of
pulp mill operations, include tall oil and turpentine chemicals. Tall oil is a
mixture of rosin and fatty acids which are by-products of the pulping process.
Tall oil rosins are converted into rosin-based resins and fatty acids are
converted into dimer acids and polyamide resins. These products are used in
coatings, adhesives, printing inks, paper sizing and oil field chemicals.
Non-wood-based chemicals, which are complementary to Union Camp's pulp-derived
tall oil fatty acids, are produced by converting vegetable oils into a variety
of esters and other derivatives. These are sold primarily for use in cosmetics,
lubricants, plastics, surfactants and rubber. The Chemical Products Division has
five processing facilities, three of which are in the United States and two of
which are in England.
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In May 1994, Bush Boake Allen Inc. completed an initial public
offering of 32% of its outstanding common stock. Union Camp continues to own the
remaining 68% of the stock.
Bush Boake Allen Inc. is a producer of flavors (including
essential oils, seasonings and spice extracts) and fragrances and aroma
chemicals. The flavor products impart a desired taste and smell to a broad range
of consumer products, including soft drinks, confections, dietary foods, snack
foods, dairy products, pharmaceuticals and alcoholic beverages. The fragrance
products are used in a wide variety of items, including fine fragrances, soaps,
detergents, air fresheners, cosmetics and toiletries and related products. The
flavor and fragrance compounds are sold primarily to major consumer product
companies which use these products in conjunction with other natural and
synthetic ingredients to make their products more appealing to consumers. The
majority of the aroma chemicals produced by Bush Boake Allen are used by major
multinational consumer product manufacturers and other fragrance and flavor
compounders as fragrance raw materials. The remainder is sold to agrichemical
and specialty chemical manufacturers or internally used by Bush Boake Allen in
its production of fragrance compounds. Bush Boake Allen has developed a
broad-based global presence with operations in 40 countries in North and South
America, Europe, Asia, Australia, The Middle East and Africa.
Capital Expenditures
Information about Union Camp's 1995 and estimated 1996 capital
expenditures appears on page 25 of the Union Camp 1995 Annual Report in the text
under the caption "Capital Expenditures" and is incorporated by reference in
this Item 1.
Marketing
Most of Union Camp's sales, other than its chemical sales, are
made in the United States east of the Rocky Mountains through a variety of
distribution methods. Paper and paperboard are sold both directly to converters
and through merchants. Packaging materials are sold directly to the industrial
and agricultural trades primarily by Union Camp sales representatives and, to a
lesser extent, through distributors. Wood products are sold through building
supply dealers and directly to industrial users.
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Union Camp chemicals are sold worldwide with most sales being
made to customers in the United States and European Economic Community
countries. Through various overseas subsidiaries and related companies of Bush
Boake Allen, Union Camp sells in the worldwide markets for flavors and
fragrances and related products. Chemical products generally are sold directly
to industrial users and to a lesser extent through agents and distributors.
During 1995, Union Camp's chemical exports from the United States were about 5%
of the total chemical sales of Union Camp and its subsidiaries. In addition,
approximately 53% of such total chemical sales originated from the production
facilities of subsidiaries located outside the United States.
In 1995, Union Camp sold in the export market approximately 16%
of its production of paper and paperboard.
Land Development and Housing
Union Camp's real estate subsidiary, The Branigar Organization,
Inc., is engaged in the sale and development of land in Georgia, South Carolina
and North Carolina. Another subsidiary, Transtates Properties Incorporated,
sells and develops sites for commercial properties at highway interchanges in
Georgia and South Carolina.
Competition
All of Union Camp's products are sold in highly competitive
markets in which there are many large and well-established companies, of which
Union Camp is one. Competition in each of Union Camp's markets is based on
price, quality of product, service and product innovation.
Timber Resources
The basic raw material for Union Camp's business is timber, a
renewable resource. Union Camp controls approximately 1,543,000 acres of
timberlands in Georgia, Alabama, Virginia, Florida, North Carolina and South
Carolina, of which approximately 1,500,000 acres are owned by the Company and
the balance is held under long-term leases. In 1995, Union Camp obtained
approximately 29% of its total timber
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requirements from its own timberlands and purchased the balance from others.
Union Camp operates its timberlands on a sustained yield basis.
Union Camp began reforestation on its timberlands in the mid-1950's and now has
approximately 950,000 acres in plantation growth. It planted about 40,000 acres
under the plantation program in 1995 and expects to plant approximately 44,000
acres in 1996. These plantation programs result in increased yield per acre. The
current growing cycle for most of Union Camp's plantations averages between 20
and 25 years. Union Camp anticipates that for the foreseeable future there will
be an adequate supply of timber for its operations from its own lands and other
sources.
Environmental Protection Activities
Union Camp is committed to complying with applicable
environmental protection control laws. Wastewater treatment facilities and/or
atmospheric emission control equipment at various Union Camp locations, which
currently comply with applicable restrictions, may have to be upgraded to comply
with new limitations that may be imposed when federal and state permits are
renewed and as regulations are promulgated implementing revisions to federal and
state air and water pollution control laws.
Since 1985, when new analytical capability revealed that the
bleaching of pulps with chlorine and chlorine based agents produced trace
quantities of dioxin in mill effluents, Union Camp has monitored evolving
research and other technical studies related to the environmental and human
health effects of low level dioxin exposure. Appraisal of that information has
led the Company to conclude that human health problems do not result from the
minute amounts of dioxin discharged with treated wastewaters at the Company's
fine paper operations. Since the discovery of dioxin in bleached kraft pulp mill
wastewater, the Company has modified operating practices and progressively
applied innovative pulp bleaching technologies which are less reliant on
chlorine and chlorine based compounds. These practices have lessened the
potential for the incidental generation of dioxin and have reduced effluent
concentrations of dioxin to non-detectable levels at both of the Company's fine
paper mills.
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In 1992, Union Camp replaced two bleach lines at the Franklin,
Virginia mill with a single line employing Union Camp's patented C-Free'tm' pulp
bleaching technology which resulted from years of research and development in
water conservation methods by the Company. This process uses oxygen
delignification and ozone instead of chlorine as the primary bleaching agent.
The most significant environmental achievements of this process are dramatic
reductions in chlorinated organics, including dioxin and chloroform, and the
ability to recycle most of the bleach plant's wastewater, which is not possible
when using chlorine because of its corrosive nature. Following is a list of
pollutants and a typical amount that each is reduced by the Company's new
bleaching process as compared to conventional bleaching processes.
<TABLE>
<CAPTION>
APPROXIMATE
POLLUTANT PERCENT REDUCTION
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<S> <C>
Chlorinated organics 95-99%
Chloroform 99%
Biological oxygen demand (BOD) 50-80%
Chemical oxygen demand (COD) 50-90%
Color 92-99%
Wastewater volume 30-80%
</TABLE>
These data are based on testing of the commercial ozone bleaching
line installed at the Company's Franklin mill. The invention of the C-Free pulp
bleaching technology, including related bleaching process improvements in the
use of oxygen and in various extraction steps, has resulted in the issuance of
sixteen patents, with twenty patent applications currently pending. The process
is available for licensing by others in the industry through Union Camp
Technology, Inc., a subsidiary of the Company. To date, three other companies
have obtained a license to use the Company's ozone bleaching technology.
Union Camp invested approximately $17.4 million in environmental
control facilities in 1995 and approximately $134.7 million over the past five
years. The five year figure includes the environmental control elements of a
large modernization and expansion program completed in 1991. Over the next two
years, it is estimated that environmental control
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expenditures will average approximately 11% of projected capital spending.
Environmental control expenditures divert capital and may increase operating and
financing costs. To that extent, they have an adverse impact on earnings.
During the next several years, the cost of compliance with
environmental control laws will depend upon the application of existing and new
regulations and on revisions to existing statutes. Union Camp believes such
costs will not adversely affect its competitive position within the paper and
chemical industries since most paper and chemical companies have similar air,
water and solid waste disposal concerns.
In August 1992, Union Camp entered into a Consent Order with
Region V of the U.S. Environmental Protection Agency (the "EPA") to conduct an
investigation to ascertain existing conditions at the Company's Dover, Ohio
facility under the Resource Conservation and Recovery Act. The site
investigation and risk assessment report was submitted to the EPA in December
1994 and concluded that conditions at the facility pose no significant risk to
human health or the environment. The Company received comments from the EPA
which included requests for a considerable amount of additional information. The
Company subsequently negotiated a more focused scope for additional study. The
risk assessment and site investigation are not yet complete or approved by the
EPA. However, the EPA has agreed to accept restrictive covenants that preclude
the use of the property for residential purposes. The ultimate findings of the
site investigation and risk assessment report may not be known for some months.
Although the final disposition of the foregoing investigation cannot now be
predicted with any degree of certainty, on the basis of the information
presently available to it, Union Camp believes that it will not result in a
material adverse effect on its financial condition.
Employees
Union Camp and its subsidiaries employ approximately 18,000
people, approximately 42% of whom are represented by a total of 66 unions under
collective bargaining agreements. Contracts involving approximately 2,200 hourly
employees were negotiated during 1995 and contracts involving approximately
3,200 hourly employees are subject to renegotiation and renewal in 1996. Union
Camp believes that its relationship with its
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employees is favorable and it has not experienced a strike at any major facility
since mid-1974.
Item 2. Properties
Union Camp's mills and plants, domestic and foreign, are at the
locations listed below and primarily produce the items described in the heading
for each group. Union Camp's corporate headquarters is in Wayne, New Jersey and
its principal research facilities are located in its corporate technology center
in Princeton, New Jersey. Except for a few facilities which in the aggregate are
not material, Union Camp owns all of the following mills and plants, in some
cases subject to financing leases or similar arrangements.
Paper and Paperboard Industry Segment
Paper and Paperboard
The four paper mills located at the sites listed below are the Company's
principal facilities. Reference is made to Item 1 of this Report for information
regarding their general character, including the products they produce, their
productive capacity and the extent of utilization.
Eastover, South Carolina
Franklin, Virginia
Prattville, Alabama
Savannah, Georgia
Paper Finishing
The two converting plants listed below are part of the Company's Fine Paper
Division. They convert large rolls of paper produced by the division into folio
sheets for commercial printers and office size sheets for home and business use.
Franklin, Virginia
Sumter, South Carolina
Packaging Products Industry Segment
Multiwall Consumer Bags
The plants listed below produce multiwall and consumer bags of various
substrates for packaging products such as cement, seed, feed, pet food, sugar,
cookies and popcorn.
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Denton, Texas Seymour, Indiana
Hanford, California Sibley, Iowa
Hazleton, Pennsylvania Spartanburg, South Carolina
Monticello, Arkansas Tifton, Georgia
St. Louis, Missouri
Plastic Products
The plants listed below produce polyethylene packaging and roll stock for
packaging a variety of agricultural and industrial products and such consumer
items as ice, salt, insulation, fertilizer and pet food.
Griffin, Georgia
Monticello, Arkansas
Tomah, Wisconsin
Corrugated Containers
The plants listed below use a corrugator to manufacture corrugated sheets
by gluing a fluted paperboard material called medium between two or more flat
facings of linerboard. These corrugated sheets are then sold or made into boxes
or corrugated containers in a separate operation at these plants.
Ashbourne, Republic of Ireland
Atlanta, Georgia
Auburn, Maine
Bayamon, Puerto Rico
Chicago, Illinois
Cleveland, Ohio
Decatur, Alabama
Denver, Colorado
Gandia, Spain
Houston, Mississippi
Kalamazoo, Michigan
Kansas City, Missouri
Lafayette, Louisiana
Lakeland, Florida
La Laguna, Tenerife, Spain
Las Palmas de Gran Canaria, Spain
Madrid, Spain
Morristown, Tennessee
Newtown, Connecticut
Rancagua, Chile
Richmond, Virginia
San Antonio, Texas
Savannah, Georgia
Spartanburg, South Carolina
Trenton, New Jersey
Washington, Pennsylvania
Finishing
The plants listed below use equipment that converts corrugated sheets into
boxes or laminates a printed sheet of paper to one panel of a box or applies a
wax coating to a finished box.
Conway, Arkansas
Eaton Park, Florida
Edinburg, Texas
Los Angeles, California
Statesboro, Georgia
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Graphics
The plants listed below use a process that adheres medium to a single
linerboard sheet to produce singleface and then glues a printed label to the
singleface. These sheets are then made into boxes at these plants.
Conway, Arkansas
Fort Worth, Texas
Stockton, California
Solid Fibre Products
The plant listed below manufactures solid fibre sheets by gluing two or
more flat linerboard sheets together. These solid fibre sheets are then made
into boxes or slip sheets in a separate operation.
Lancaster, Pennsylvania
Folding Cartons and Gravure Printing
The plants listed below produce folding cartons with high quality gravure
and lithographic printing which are used to package cosmetics, toiletries,
pharmaceutical and food products.
Clifton, New Jersey
Englewood, New Jersey
Moonachie, New Jersey
Wood Products Industry Segment
Lumber
The sawmills listed below produce wood chips, small timbers and/or
dimension lumber.
Chapman, Alabama
Folkston, Georgia
Franklin, Virginia
Meldrim, Georgia
Opelika, Alabama
Seaboard, North Carolina
Plywood
The plants listed below produce veneer and/or plywood panels for sale
primarily for industrial applications including furniture, truck trailers and
sound equipment.
Chapman, Alabama
Thorsby, Alabama
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Particleboard
The plant listed below uses wood shavings and other wood residues to
produce particleboard which is cut to size and sold primarily to the furniture
industry.
Franklin, Virginia
Chemical Industry Segment
The chemical industry segment has two operating units, Bush Boake Allen
Inc. and the Chemical Products Division.
The facilities listed below are part of Bush Boake Allen Inc. which
produces aroma chemicals, flavors, fragrances, essential oils, spices and
seasonings. The process used and products produced by each facility are shown
below.
<TABLE>
<CAPTION>
Location Products Process
- -------- -------- -------
<S> <C> <C>
Carrollton, Texas Seasonings Compounding, i.e., mixing
and blending
Chicago, Illinois Flavors, Vanilla Extraction and Compounding
Extract
Jacksonville, Florida Terpene derivatives Chemical Processing
and aroma chemicals
Johannesburg, South Flavors, Fragrances Compounding
Africa and Seasonings
Jurong, Singapore Flavors and Compounding
Fragrances
London, England Flavors and Compounding
Fragrances
Long Melford, England Spices, Essential Extraction and
Oils and Seasonings Compounding
Madras, India Flavors and Compounding
Fragrances
Melbourne, Australia Flavors, fragrances Extraction and Compounding
and seasonings.
Norwood, New Jersey Fragrances and Compounding
Essential Oils
Sydney, Australia Flavors Compounding
</TABLE>
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<TABLE>
<CAPTION>
Location Products Process
- -------- -------- -------
<S> <C> <C>
Widnes, England Aroma chemicals Chemical Processing
Witham, England Flavors Compounding
</TABLE>
The chemical processing facilities listed below are part of the Chemical
Products Division which produces a variety of wood-based and non-wood-based
chemicals. Shown below are the principal products of each facility.
<TABLE>
<CAPTION>
Location Products
-------- --------
<S> <C>
Bedlington, England Ink & Adhesive resins
Chester-le-Street, England Tall oil derivatives &
adhesive resins
Dover, Ohio Ink & adhesive resins,
plasticizers and esters
Savannah, Georgia Tall oil derivatives, ink
and adhesive resins
Valdosta, Georgia Printing ink resins
</TABLE>
In addition, in the chemical industry segment, Union Camp has
small consolidated subsidiary manufacturing (compounding and mixing) facilities
at the following locations: Kingston, Jamaica; Auckland, New Zealand; Istanbul,
Turkey; Knislinge, Sweden; Bangkok, Thailand; LaSalle, Canada and Bogor,
Indonesia. The aggregate 1995 revenue from these small facilities was
approximately $29 million.
Also see Item 1 for a discussion of Union Camp's timberland
holdings used in Union Camp's Paper and Paperboard and Wood Products industry
segments.
Item 3. Legal Proceedings
In addition to the proceedings described below, the Company is a
party to other legal proceedings incidental to its business which the Company
does not believe are material to it.
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Union Camp has been designated a potentially responsible party at
a number of hazardous waste sites pursuant to the Comprehensive Environmental
Response and Compensation Liability Act ("CERCLA") and similar state laws. The
Company is unable to estimate environmental costs and liabilities for several
reasons. In some cases, it has not been established that the Company is a
potentially responsible party. In other cases, it is uncertain whether the
Company will seek, be offered or accept a settlement with payment of a premium
over otherwise estimated liability in order to secure full release. In many
instances, the cost of remediation is speculative because remedial
investigations and feasibility studies have not yet been contracted for, have
not been completed or, alternatively, have been completed but acceptable
remediation has not been chosen. Some settled cases also have "reopeners" for
contamination discovered after full implementation of the clean-up remedy.
Finally, insurance reimbursement is usually uncertain until matters are finally
resolved.
During March 1996 the Company was notified that the EPA is
contemplating commencing a civil action against Union Camp and several other
potentially responsible parties under CERCLA for recovery of past and future
remediation costs incurred by the EPA at the Bayou Bonfouca Superfund Site at
Slidell, Louisiana which operated as a wood treatment facility from 1882 to
1972. EPA records indicate there have been expenditures over a number of years
of approximately $97 million for remediation at the site. The EPA estimates that
future response costs will be approximately $35 million. It is alleged that a
subsidiary of American Creosoting Company had owned and operated the Slidell
facility from 1933 to 1958. A subsidiary of Union Camp acquired the assets of
American Creosoting Company in l956. The subsidiary was sold in 1964. Although
Union Camp never owned or operated the Slidell facility, the government is
seeking to hold it responsible for remediation costs under a theory that ignores
the corporate form of ownership of the facility and longstanding principles of
corporate and shareholders' liability. In fact, prior to receiving the above
notice, Union Camp had been informed it would not be named as a potentially
responsible party with respect to the site. Union Camp believes it has
meritorious defenses to the action contemplated by the EPA and plans to discuss
its view with the EPA.
16
<PAGE>
<PAGE>
Union Camp is also a party to an action in the U.S. District Court for
the District of Connecticut in which private litigants are seeking to recover
the costs of remediating land used for creosoting operations from 1921 through
1964. Such remediation costs are currently estimated at approximately $6
million. A subsidiary of Union Camp conducted activities at the property from
1956 to 1964. Union Camp had been dismissed on summary judgment from the lawsuit
in June 1995. The dismissal was appealed and in March l996 the U.S. Court of
Appeals for the Second Circuit vacated the summary judgment order and remanded
the case to the District Court to determine whether Union Camp could be held
liable as an operator under federal and state superfund laws.
Union Camp is a party to an action brought in state court in Forest
County, Mississippi by the Hattiesburg Public School District seeking future
remediation costs for property previously used in creosoting operations. No
remediation of the property has begun or been ordered. Like the matter described
in the second preceding paragraph, this case and the case in the previous
paragraph allege that Union Camp should be responsible for the activities of its
subsidiary at the properties. Union Camp disputes these allegations because
Union Camp did not own or operate the facilities. Although Union Camp believes
it has a strong legal position with respect to the above described claims
involving the creosoting activities of its former subsidiary, an estimate of the
likely outcome of these proceedings cannot be made at this time.
In April 1994, the Company's facility in Savannah Georgia
received a Notice of Violation and Opportunity to Show Cause ("NOV") from the
EPA alleging violations of the EPA's rules governing the treatment of hazardous
waste. The allegations involve the applicability of these regulations to the
removal of granular impurities from the pulping liquor manufacturing process at
the Savannah facility. The Company met with EPA shortly after the NOV was
received to support the Company's position that the removal of the granular
materials is not covered by the EPA's rules governing the handling of hazardous
waste. Although the Company has not received a response from the EPA to date, in
May 1995 Region IV of the EPA provided the American Forest and Paper Association
with a written position statement on the issue in which it expressed a view
consistent with the Company's position. Based upon this
17
<PAGE>
<PAGE>
action, the Company does not expect the EPA to take enforcement action with
respect to the NOV.
In the second quarter of 1995 the Company was named as one of
approximately 60 defendants in a lawsuit filed in Jefferson County, Texas state
court on behalf of approximately 2,400 plaintiffs who allege that they were
exposed to asbestos while performing work at various plant sites in Alabama.
Subsequent amendments have brought the number of plaintiffs to approximately
4,500. Approximately 160 of these plaintiffs allege exposure to asbestos while
on Union Camp premises.
During the second quarter of 1995 Union Camp was named as a
defendant in two lawsuits brought in Texas state court in Brazoria County by
approximately 2,700 plaintiffs. Plaintiffs, for the most part, allege they
sustained personal injury while performing work at various sites in Alabama. At
this time approximately 50 of these plaintiffs claim to have been exposed to
asbestos on the Company's premises in Alabama. Approximately 180 other
defendants were named in these two Brazoria County suits. In February 1996 the
Company entered a settlement agreement with the attorneys for approximately
1,250 of these plaintiffs for an amount which is not material to the Company.
In the cases described in the two paragraphs immediately above,
the many defendants named include asbestos manufacturers, distributors of
asbestos-containing products, insurance companies, a manufacturer of safety
equipment, parties who allegedly misrepresented the dangers of asbestos
exposure, and the owners of the premises where the plaintiffs allege they were
working when they were exposed to asbestos. Union Camp is included in the
premises owner category of defendants and the amount of damages sought is
unspecified.
In its Quarterly Report on Form 10-Q for the quarter ended June
30, 1991, the Company previously reported that a subsidiary of the Company was
added as a defendant in approximately 7,000 asbestos-related cases which had
been pending in Mississippi state court for several years. During the third
quarter of 1991, this subsidiary was named as a defendant in additional
asbestos-related consolidated actions so that the total number of such cases was
over 7,000. During the second quarter of 1992, the subsidiary was named in
18
<PAGE>
<PAGE>
additional similar consolidated actions so that it was a defendant in excess of
10,000 such cases. The subsidiary was named in these cases because it allegedly
was part of the chain of distribution of asbestos-containing products to
facilities where the plaintiffs worked. The period of alleged exposure is 1930
through the present. The subsidiary did not manufacture asbestos or
asbestos-containing products. Approximately 80 defendants have been named in
each of these suits, including asbestos manufacturers, distributors, an
insurance company and a manufacturer of safety equipment. In March 1993, the
Company's subsidiary reached agreement to settle approximately 10,500 of these
cases, with the settlement being funded by the Company's insurance carrier. This
subsidiary is a defendant in approximately 7,500 cases, of which approximately
5,500 were filed subsequent to the settlement.
Although the final outcome of any legal proceeding is subject to
many variables and cannot be predicted with any degree of certainty, the Company
presently believes the pending legal proceedings alleging liability on account
of exposure to asbestos to which Union Camp or its subsidiary is a party will
not have a material adverse effect on the financial position or results of
operations of the Company and its subsidiaries taken as a whole.
19
<PAGE>
<PAGE>
Item 4. Submission of Matters to a Vote of Security-Holders
Not applicable.
Executive Officers of Union Camp
The executive officers of Union Camp as of March 1, 1996 were as follows:
<TABLE>
<CAPTION>
Name Age Position & Offices With Union Camp
- ---- --- ----------------------------------
<S> <C> <C>
W. Craig McClelland......61 Chairman of the Board and Chief
Executive Officer; Director
Jerry H. Ballengee.......58 President and Chief Operating
Officer; Director
James M. Reed............63 Vice Chairman of the Board and
Chief Financial Officer; Director
William H. Trice.........62 Executive Vice President
John C. Albert...........50 Senior Vice President
Charles H. Greiner, Jr...48 Senior Vice President
John T. Heald, Jr........50 Senior Vice President
Willis J. Potts, Jr. ....49 Senior Vice President
Robert E. Moore..........61 Vice President and Comptroller
Dirk R. Soutendijk.......57 Vice President, General Counsel
and Secretary
Donald W. Barney.........55 Vice President and Treasurer
</TABLE>
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. Executive officers are elected for one year and until their
successors are elected. There are no family relationships among directors and
executive officers.
All of the executive officers listed above have held their
present positions with Union Camp for the past five years, except as follows:
20
<PAGE>
<PAGE>
Mr. McClelland became Chairman of the Board and Chief Executive
Officer in July 1994. Previously, he had been President and Chief Operating
Officer since December 1989. He was an Executive Vice President from November
1988 to December 1989.
Mr. Ballengee became President and Chief Operating Officer in
July 1994. Previously, he was an Executive Vice President since November 1988.
Mr. Reed was named Vice Chairman of the Board and Chief Financial
Officer in April 1993. Previously, he had been an Executive Vice President and
Chief Financial Officer.
Mr. Albert became Senior Vice President, Forest Resources Group
in December 1995. Prior to that, he had been Vice President and General Manager
of the Forest Resources Group since January 1991.
Mr. Greiner became Senior Vice President and General Manager,
Fine Paper Division in December 1993. He had been a Vice President and General
Manager of the Fine Paper Division since April 1991. Prior to that, he was
General Manager of Fine Paper Division Sales and Marketing.
Mr. Heald became Senior Vice President, Converting Group in June
1993. Prior to that, he had been a Vice President and General Manager of the
Container Division since November 1988.
Mr. Potts became Senior Vice President and General Manager, Kraft
Paper and Board in December 1995. Prior to that, he had been a Vice President
and General Manager, Kraft Paper and Board since June 1994. He was Vice
President and General Operations Manager, Kraft Paper and Board from December
1992 to June 1994. Mr. Potts was the Resident Manager of the Prattville, Alabama
mill from December 1988 to November 1992.
Mr. Barney became Vice President and Treasurer in December 1992.
Previously, he was the Treasurer since November 1988.
21
<PAGE>
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
Information in response to the disclosure requirements specified
by this Item 5 appears under the captions and on the pages of the Union Camp
1995 Annual Report indicated below and is incorporated by reference in this Item
5.
<TABLE>
<CAPTION>
========================================== =========================== ===========
Required Information Annual Report Annual
Caption Report
Page
------------------------------------------ --------------------------- -----------
<S> <C> <C>
Principal markets for Common Financial 27
Stock; high and low sales prices Review-Quarterly
Information
------------------------------------------ --------------------------- -----------
Dividends per share declared Financial 27
Review-Quarterly
Information
------------------------------------------ --------------------------- -----------
Approximate number of Financial 27
shareholders of record--December Review-Quarterly
31, 1995 Information
========================================== =========================== ===========
Item 6. Selected Financial Data
Information in response to the disclosure requirements specified
by this Item 6 appears on pages 40 and 41 of the Union Camp 1995 Annual Report
and is incorporated by reference in this Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Information in response to the disclosure requirements specified
by this Item 7 appears in the text under the caption "Financial Review" on pages
22 to 26 of the Union Camp 1995 Annual Report and is incorporated by reference
in this Item 7.
Item 8. Financial Statements and Supplementary Data
Information in response to the disclosure requirements specified
by this Item 8 appears on page 27 and pages 29 to 38 of the Union Camp 1995
Annual Report and is incorporated by reference in this Item 8.
22
<PAGE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information in response to the disclosure requirements specified
by this Item 10, with respect to (i) the directors of Union Camp appears under
the caption "Proposal 1 -- Election of Directors" on pages 1 to 5 of the Union
Camp 1996 Proxy Statement and (ii) the executive officers of Union Camp, appears
under the caption "Executive Officers of Union Camp" in Part I of this Annual
Report on Form 10-K. Such information is incorporated by reference in this Item
10. No disclosure pursuant to Item 405 of Regulation S-K regarding compliance
with Section 16(a) of the Securities Exchange Act of 1934 as amended is required
with respect to fiscal year 1995.
Item 11. Executive Compensation
Information in response to the disclosure requirements specified
by this Item 11 appears under the captions "Board of Directors and Committees"
(excluding all but the first and last two paragraphs), "Executive Compensation",
"Retirement Plans" and "Severance Arrangements" on pages 5 to 7, 9 to 11
excluding the section entitled "Report of the Personnel, Compensation and
Nominating Committee on Executive Compensation", 16 to 17, and 17 respectively,
of the Union Camp 1996 Proxy Statement. Such information is incorporated by
reference in this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in response to the disclosure requirements specified
by this Item 12 appears under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management as of December 31,
1995" on page 7 and 8 of the Union Camp 1996 Proxy Statement and is incorporated
by reference in this Item 12.
23
<PAGE>
<PAGE>
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
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 1995 Annual Report and are incorporated by reference in
this Annual Report on Form 10-K:
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Income for the years ended
December 31, 1995, 1994 and 1993...........................................29
Consolidated Balance Sheet--December 31,
1995 and 1994..............................................................30
Consolidated Statement of Cash Flows for
the years ended December 31, 1995,
1994 and 1993..............................................................31
Notes to Consolidated Financial Statements............................. 32-38
Report of Independent Accountants..........................................28
</TABLE>
(2) The following schedules, for the three years ended December
31, 1995, 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 Schedule.............................................. 30
Schedule VIII--Valuation and Qualifying Accounts.......................... 31
</TABLE>
All schedules other than those indicated above are omitted
because of the absence of the conditions under which
24
<PAGE>
<PAGE>
they are required or because the required information is set forth in the
financial statements and their notes.
(3) All exhibits, including those incorporated by reference:
<TABLE>
<CAPTION>
No. Description
- --- -----------
<C> <S>
3.1 Copy of Articles of Incorporation of Union Camp, as amended
February 26, 1996.
3.2 Copy of By-Laws of Union Camp, as amended February 26, 1996.
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 (filed as Exhibit 10.2 to Union Camp's
Annual Report on Form 10-K for the year ended December 31, 1993
and incorporated herein by reference).*
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 Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993 and incorporated herein by
reference).*
</TABLE>
25
<PAGE>
<PAGE>
<TABLE>
<C> <S>
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).*
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 January 30, 1996.*
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 as amended and restated April 26,
1994 (filed as Exhibit 10.1 to Union Camp's Quarterly Report on
Form 10-Q for the Quarter ended June 30, 1994 and incorporated
herein by reference).*
</TABLE>
26
<PAGE>
<PAGE>
<TABLE>
<C> <S>
10.11 Description of post-retirement office arrangements between Union
Camp Corporation and Raymond E. Cartledge (filed as Exhibit 10.2
to Union Camp's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by reference).*
11 Statement re computation of per share earnings.
13 The portion of Union Camp's 1995 Annual Report to security
holders which is incorporated by reference into this filing.
21 List of subsidiaries of Union Camp (filed as Exhibit 21 to Union
Camp's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference).
23 Consent of Independent Accountants.
27 Financial Data Schedule.
</TABLE>
*Denotes a management contract or compensatory plan or
arrangement required to be filed as exhibits pursuant to Item
14(c) of Form 10-K.
(b) Reports on Form 8-K.
During the fourth quarter of 1995 the Registrant filed a Current
Report on Form 8-K dated December 7, 1995 in which it reported
under Item 5 - "Other Events".
27
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the
Township of Wayne, and State of New Jersey, on the 28th Day of March, 1996.
UNION CAMP CORPORATION
By /S/ W. Craig McClelland
---------------------------------------
(W. Craig McClelland)
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities stated below on March 28, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/S/ W. Craig McClelland
- ------------------------------------ Chairman of The Board and
(W. Craig McClelland) Chief Executive Officer and
Director (Principal Executive
Officer)
/S/ Jerry H. Ballangee
- ------------------------------------ President and Chief Operating
(Jerry H. Ballengee) Officer and Director
/S/ James M. Reed
- ------------------------------------ Vice Chairman of the Board,
(James M. Reed) Chief Financial Officer and
Director (Principal Financial
Officer)
/S/ Robert E. Moore
- ------------------------------------ Vice President and Comptroller
(Robert E. Moore) (Principal Accounting Officer)
</TABLE>
28
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/S/ George D. Busbee
- ------------------------------------- Director
(George D. Busbee)
/S/ Raymond E. Cartledge
- ------------------------------------- Director
(Raymond E. Cartledge)
/S/ Sir Colin Corness
- ------------------------------------- Director
(Sir Colin Corness)
/S/ Robert D. Kennedy
- ------------------------------------- Director
(Robert D. Kennedy)
/S/ Gary E. MacDougal
- ------------------------------------- Director
(Gary E. MacDougal)
- ------------------------------------- Director
(Ann D. McLaughlin)
/S/ James T. Mills
- ------------------------------------- Director
(James T. Mills)
/S/ George J. Sella, Jr.
- ------------------------------------- Director
(George J. Sella, Jr.)
/S/ Ted D. Simmons
- ------------------------------------- Director
(Ted D. Simmons)
</TABLE>
29
<PAGE>
<PAGE>
Price Waterhouse LLP
4 Headquarters Plaza North
P.O. Box 1965
Morristown, NJ 07962-1965
Telephone (201) 540-8980
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To The Board of Directors
of Union Camp Corporation
Our audits of the consolidated financial statements referred to in our report
dated February 7, 1996 appearing on page 28 of the 1995 Annual Report to
Stockholders of Union Camp Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
February 7, 1996
30
<PAGE>
<PAGE>
SCHEDULE VIII
UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For The Years Ended December 31, 1995, 1994 and 1993
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------------------------------------------
Additions
-------------------------------------
Charged
Balance at Charged to (CREDITED) Deductions Balance at
Beginning Costs and to Other from End
Description of Year Expenses (1) Accounts (2) Reserves (3) of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts $13,995 $ 2,979 $ 116 $ 3,350 $13,740
Reserve for discounts and
allowances 2,524 202 -- -- 2,726
------- ------- ------- ------- -------
Total $16,519 $ 3,181 $ 116 $ 3,350 $16,466
======= ======= ======= ======= =======
YEAR ENDED DECEMBER 31, 1994:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts $12,702 $ 5,489 $ 121 $ 4,317 $13,995
Reserve for discounts and
allowances 1,924 600 -- -- 2,524
------- ------- ------- ------- -------
Total $14,626 $ 6,089 $ 121 $ 4,317 $16,519
======= ======= ======= ======= =======
YEAR ENDED DECEMBER 31, 1993:
Reserves deducted from assets
to which they apply:
Reserve for doubtful accounts $12,643 $ 4,235 $ (359) $ 3,817 $12,702
Reserve for discounts and
allowances 1,924 -- -- -- 1,924
------- ------- ------- ------- -------
Total $14,567 $ 4,235 $ (359) $ 3,817 $14,626
======= ======= ======= ======= =======
</TABLE>
NOTES:
(1) Discounts and allowances are charged to income as incurred and not to
the reserve. The reserve is adjusted at the end of each period, by a
charge or credit to income, for the estimated discounts and
allowances applicable to the accounts receivable then outstanding.
(2) Foreign currency translation adjustments.
(3) Uncollectible accounts written off, net of recoveries.
31
STATEMENT OF DIFFERENCES
------------------------
The trademark symbol shall be expressed as...............................'tm'
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
No. Description Page
- --- ----------- ----
<C> <S> <C>
3.1 Copy of Articles of Incorporation of
Union Camp, as amended February 26, 1996.
3.2 Copy of By-Laws of Union Camp, as
amended February 26, 1996.
10.1 Copy of Union Camp's 1982 Stock Option Plan, as amended November
29, 1988 (incorporated herein by reference).
10.2 Copy of Union Camp's 1989 Stock Option Award Plan, as amended
November 30, 1993(incorporated herein by reference).
10.3 Copy of Union Camp's Executive
Annual Incentive Plan (incorporated
herein by reference).
10.4 Copy of Union Camp's Policy Group
Long-Term Incentive Plan (incorporated
herein by reference).
10.5 Copy of Union Camp's Directors' Fees
Deferral Plan (incorporated herein
by reference).
10.6 Copy of Union Camp's Retirement Plan for Outside Directors as
amended November 26, 1991 (incorporated herein by reference).
10.7 Copy of form of Severance Agreement
between Union Camp and certain executive
officers of Union Camp (incorporated
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Numbered
No. Description Page
- --- ----------- ----
<C> <S> <C>
herein by reference), as amended by
Amendment No. 1 to Severance Agreement
(incorporated herein by reference);
as further amended by Amendment No. 2
to Severance Agreement (incorporated
herein by reference).
10.8 Copy of Union Camp's Stock Compensation
Plan for Non-Employee Directors as
amended January 30, 1996.
10.9 Copy of Agreement between Union Camp and
James M. Reed dated May 14, 1991
(incorporated herein by reference).
10.10 Copy of Union Camp Corporation Supplemental Retirement Income
Plan for Executive Officers as amended and restated April 26,
1994 (incorporated herein by reference).
10.11 Description of post-retirement office
arrangements between Union Camp
Corporation and Raymond E. Cartledge
(incorporated herein by reference).
11 Statement re computation of per share
earnings.
13 The portion of Union Camp Corporation's 1995 Annual Report to
security holders which is incorporated by reference into this
filing.
21 List of subsidiaries of Union Camp
(incorporated herein by reference).
23 Consent of Independent Accountants.
27 Financial Data Schedule.
</TABLE>
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
of
UNION CAMP CORPORATION
I, W. Craig McClelland, Chairman of the Board and Chief Executive
Officer of Union Camp Corporation (the "Corporation"), a corporation organized
and existing under the Virginia Stock Corporation Act, in accordance with the
provisions of Sections 13.1-604, 13.1-706 and 13.1-639 thereof, do hereby
certify:
1. That the name of the corporation is Union Camp
Corporation.
2. That on November 28, 1995, pursuant to Section 13.1-639 of the
Virginia Stock Corporation Act and to the authority conferred upon the Board of
Directors by the Articles of Incorporation of the said Corporation, the Board of
Directors of the Corporation duly adopted the following resolutions (a) deleting
the references in the Articles of Incorporation to the Corporation's existing
Series A Junior Participating Preferred Stock and (b) creating a new series of
125,000 shares of Preferred Stock designated as a Series A Junior Participating
Preferred Stock:
RESOLVED, that it is hereby declared to be in the best interests
of the Corporation that the Articles of Incorporation of the
Corporation, as amended and restated to date, be further amended by
deleting the existing Part C to Article III of the Articles of
Incorporation of the Corporation, in its entirety; and, it is further
RESOLVED, that it is hereby declared to be in the best interests
of the Corporation that the Articles of Incorporation of the
Corporation, as amended and restated to date, be further amended to
create a new series of Preferred Stock to consist of one hundred
twenty-five thousand (125,000) shares and to be designated as Series A
Junior Participating Preferred Stock, and to determine the preferences,
limitations and relative rights of the Series A Junior Participating
Preferred Stock by adding a new Part C to Article III of such Articles
of Incorporation to read as follows:
PART C
Series A Junior Participating Preferred Stock.
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating
<PAGE>
<PAGE>
Preferred Stock" (the "Series A Preferred Stock") and the number of shares
constituting such series shall be 125,000.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors out of funds
legally available therefor, quarterly dividends payable in cash on the
thirteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $200.00 or (b)
subject to the provision for adjustment hereinafter set forth, 1000 times the
aggregate per share amount of all cash dividends, and 1000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock. In the event the Corporation shall at any time after February
15, 1996 (the "Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $200.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
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(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.
(D) Dividends in full shall not be declared or paid or set apart
for payment on the Series A Preferred Stock for a dividend period terminating on
the Quarterly Dividend Payment Date unless dividends in full have been declared
or paid or set apart for payment on the Preferred Stock of all series (other
than series with respect to which dividends are not cumulative from a date prior
to such dividend date) for the respective dividend periods terminating on such
dividend date. When the dividends are not paid in full on all series of the
Preferred Stock, the shares of all series shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in full.
Section 3. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 1000 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock
were
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entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, the Articles of
Incorporation or by-laws, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock shall vote together as
one voting group on all matters submitted to a vote of stockholders of
the Corporation.
(C) (i) If at any time dividends an any Series A Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of
a period (herein called a "default period") which shall extend until
such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period
on all shares of Series A Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default
period, at any annual meeting of stockholders or special meeting held in
lieu thereof or at a special meeting of the holders of the Preferred
Stock, all holders of Preferred Stock (including holders of the Series A
Junior Participating Preferred Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends thereon), voting together as
one voting group, irrespective of series, shall have the right to elect
two (2) Directors. At any time while the holders of the Preferred Stock
voting together as one voting group are entitled to elect two directors
as herein provided, they shall not be entitled to participate with the
holders of Common Stock in the election of any other directors.
(ii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Secretary of the Corporation may, and upon the written
request of stockholders of record of ten percent (10%) or more of the
total number of shares of Preferred Stock outstanding irrespective of
series addressed to him at the principal office of the Corporation in
the United States, shall, call a special meeting of the holders of
Preferred Stock, for the election of the directors to be elected by them
to be held within 30 days after such call and at a place and upon the
notice provided by law and in the by-laws for the holding of meetings of
stockholders; provided, however, that the Secretary shall not be
required to call such special meeting in the case of any such request
received less than 90 days before the date fixed for any annual meeting
of stockholders or
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special meeting held in lieu thereof. If any such special meeting
required to be called as provided shall not be called by the Secretary
within 30 days after the receipt of any such request, then the holders
of record of 10% or more of the Preferred Stock outstanding may
designate in writing one of their number to call such meeting, and the
person so designated may call such meeting to be held at the place and
upon the notice above provided and for that purpose shall have access to
the stock ledger of the Corporation. No such special meeting and no
adjournment thereof shall be held on a date later than 30 days before
the annual meeting of the stockholders or special meeting held in lieu
thereof next succeeding the time when the holders of the Preferred
Stock become entitled to elect directors as above provided.
(iii) If any such special meeting shall be called as above
provided, or if the holders of Preferred Stock shall become entitled to
elect directors as above provided at any annual meeting of stockholders
or special meeting held in lieu thereof, then, by vote of the holders of
at least a majority of the shares of the Preferred Stock which are
present or represented by proxy at such meeting, the then authorized
number of directors of the Corporation shall be increased by two, and at
such meeting, and at all subsequent annual meetings of stockholders or
special meetings held in lieu thereof until the holders of the Preferred
Stock shall be divested of such voting power, the holders of the
Preferred Stock shall be entitled to elect the additional directors so
provided for, but any directors so elected shall not hold office beyond
the next annual meeting of stockholders or special meeting held in lieu
thereof next succeeding the meeting at which such directors are elected.
(iv) In any default period the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2)
Directors voting together as one voting group, after the exercise of
which right (x) the Directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may be filled by vote of a
majority of the remaining Directors theretofore elected by the holders
of the voting group of stock which elected the Director whose office
shall have become vacant. In the event that there are no such Directors
to vote to fill such vacancy, such vacancy shall be filled by such group
of stockholders. References in this paragraph (C) to Directors elected
by the holders of a particular voting group of stock shall include
Directors elected by such Directors to fill
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vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the
right of the holders of Preferred Stock voting together as one voting
group to elect Directors shall cease, subject always to the same
provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends, (y) the term of any Directors
elected by the holders of Preferred Stock voting together as one voting
group shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or
by-laws irrespective of any increase made pursuant to the provisions of
this Section 3 (such number being subject, however, to change thereafter
in any manner provided by law or in the Articles of Incorporation or
by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be
filled by a majority of the remaining Directors.
(D) Except as set forth herein or as otherwise provided in the
Articles of Incorporation, holders of Series A Preferred Stock shall
have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not
(i) declare or pay or set apart for payment any dividends (other
than dividends payable in shares of any class or classes of stock of the
Corporation ranking junior to the Series A Preferred Stock) or make any
other distributions on, any class of stock of the Corporation
ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock and will not redeem,
purchase or otherwise acquire, directly or indirectly, whether
voluntarily, for a sinking fund, or otherwise any shares of any class of
stock of the Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that, notwithstanding the foregoing, the Corporation may at any
time redeem, purchase or otherwise acquire shares of stock of any such
junior
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class in exchange for, or out of the net cash proceeds from, the
concurrent sale of other shares of stock of any such junior class;
(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares
are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares
of any stock of the Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to the Series A
Preferred Stock;
(iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates
and other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
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Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $450 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends and
recapitalization with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Preferred Stock and Common Stock, respectively, holders of
Series A Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the
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denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Section 8. Redemption. The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of Directors as a
whole, but not in part, at any time, or from time to time, at a cash price per
share equal to (i) the product of the Adjustment Number times the Average Market
Value (as such term is hereinafter defined) of the Common Stock, plus (ii) all
dividends which on the redemption date have accrued on the shares to be redeemed
and have not been paid or declared and a sum sufficient for the payment thereof
set apart, without interest; provided, however, that if and whenever any
quarterly dividend shall have accrued on the Series A Preferred Stock which has
not been paid or declared and a sum sufficient for the payment thereof set
apart, the Corporation may not purchase or otherwise acquire any shares of
Series A Preferred Stock unless all shares of such stock at the time outstanding
are so purchased or otherwise acquired. The "Average Market Value" is the
average of the closing sale prices of the Common Stock during the 30 day period
immediately preceding the date before the redemption date on the Composite Tape
for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which such
stock is listed, or, if such stock is not listed on any such exchange, the
average of the closing bid quotations with
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respect to a share of Common Stock during such 30-day period on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use, or if no such quotations are available, the fair market
value of the Common Stock as determined by the Board of Directors in good faith.
Section 9. Ranking. The Series A Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. Amendment. The Corporation shall not create any other
class or classes of stock ranking prior to the Series A Preferred Stock either
as to dividends or liquidation, or increase the authorized number of shares of
any such other class of stock, or amend, alter, or repeal any of the provisions
of the Articles of Incorporation or the resolution or resolutions adopted by the
Board of Directors authorizing the Series A Preferred Stock so as to adversely
affect the preferences, rights or powers of the Series A Preferred Stock without
the affirmative vote of the holders of more than two-thirds of the outstanding
shares of the Series A Preferred Stock, voting separately as one voting group.
Section 11. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
3. That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was adopted on November 28, 1995 and, as
permitted by Section 13.1- 606 of the Virginia Stock Corporation Act, shall
become effective at 5:00 p.m., New York City time, on February 26, 1996.
4. That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was duly adopted by the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, I have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this 19th day of February, 1996.
UNION CAMP CORPORATION
By: /S/
________________________________
Chairman of the Board
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Attest:
/S/
___________________________
Secretary
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ARTICLES OF MERGER
OF
CHASE PACKAGING CORPORATION
INTO
UNION CAMP CORPORATION
---------------------------------------------
Pursuant to Section 13.1-720 of the
Virginia Stock Corporation Act
---------------------------------------------
UNION CAMP CORPORATION, a corporation organized and existing
under the laws of the Commonwealth of Virginia (the "Corporation"), does hereby
certify as follows:
FIRST: The names and states of incorporation of the
constituent corporations are as follows:
Union Camp Corporation: Virginia
Chase Packaging Corporation: Delaware
SECOND: The plan of merger pursuant to Section 13.1- 719 of the
Virginia Stock Corporation Act approved by the Board of Directors of the
Corporation at a meeting of the members thereof held on November 24, 1992, is as
follows:
(a) The Corporation is the parent of Chase Packaging Corporation
("Chase Packaging"), the subsidiary corporation, a corporation organized
and existing under the laws of the State of Delaware.
(b) The Corporation is the legal and beneficial owner of 100% of
the outstanding shares of common stock, without par value (the "Common
Stock"), of Chase Packaging and the Common Stock is the only issued and
outstanding class of stock of Chase Packaging.
(c) The Corporation desires to merge Chase Packaging into itself
with the Corporation being the surviving corporation, pursuant to the
provisions of section 13.1-719 of the Virginia Stock Corporation Act and
Section 253 of the Delaware General Corporation Law.
(d) Effective at 12:01 a.m. on January 1, 1993, upon (i) the
filing of Articles of Merger with the State Corporation Commission of
Virginia and the issuance of a Certificate of Merger from such
Commission, and (ii) the
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filing of a Certificate of Ownership and Merger with the Secretary
of State of Delaware, Chase Packaging shall be merged
into the Corporation.
(e) (i) Upon the proposed merger becoming effective, each
outstanding share of Chase Packaging's Common Stock, and any and all
rights in respect thereof, held by the Corporation shall be cancelled
and extinguished and no payment shall be made in respect thereof.
(ii) Each share of capital stock of the Corporation, and
any and all rights in respect thereof shall, without any action on the
part of the holders thereof, continue to represent an equal number of
shares of capital stock of the Corporation.
(iii) Certificates representing shares of capital stock of
the Corporation shall not be surrendered or exchanged as a result of the
merger.
THIRD: The approval of the shareholders of each of the
Corporation and Chase Packaging was not required to approve the plan of merger
pursuant to Section 13.1-719 of the Virginia Stock Corporation Act, which
provides for the merger of parent and subsidiary corporations without
shareholder consent if the provisions of such Section are satisfied.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Merger to be executed in its corporate name this 18th day of December, 1992.
UNION CAMP CORPORATION
[Corporate Seal] By /s/
--------------------------------
Name: DONALD W. BARNEY
Its Vice President and Treasurer
/s/
- ------------------------------
Name: DIRK R. SOUTENDIJK
Its Secretary
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
UNION CAMP CORPORATION
I.
The name of the corporation is the Union Camp Corporation (the
"Corporation").
II.
The Board of Directors of the Corporation proposed the amendment to the
Articles of Incorporation of the Corporation attached hereto as Exhibit A (the
"Amendment") to the shareholders in accordance with the Virginia Stock
Corporation Act.
III.
There were 68,926,885 shares of Common Stock of the Corporation
outstanding and entitled to one vote each on the Amendment. At the Annual
Meeting of Shareholders on April 24, 1990, 37,076,398 votes were cast for the
Amendment and 16,436,083 votes were cast against the Amendment, which was
sufficient for approval and adoption by the shareholders of the Corporation.
IN WITNESS WHEREOF, these Articles of Amendment have been executed on
behalf of the Corporation by its duly authorized officer this 1st day of May,
1990.
UNION CAMP CORPORATION
By: /s/
-------------------------
Dirk R. Soutendijk
Vice President, General
Counsel and Secretary
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<PAGE>
EXHIBIT A
Delete Article V of the Articles of Incorporation of Union Camp Corporation and
substitute the following:
ARTICLE V
TO
ARTICLES OF INCORPORATION
OF
UNION CAMP CORPORATION
1. All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation managed under the direction of,
the Board of Directors, except as otherwise required by statute or by the
Articles of Incorporation as at the time amended.
The Board of Directors shall have the power to make and alter the
bylaws.
The Board of Directors shall have the right to prescribe reasonable
rules and regulations governing any inspection of the books and records by the
stockholders.
2. The number of directors shall be as fixed in the bylaws, provided that
such number shall not be greater than fifteen (15) nor less than three (3).
Commencing with the 1990 annual meeting of stockholders, the Board of Directors
shall be divided into three classes, Class I, Class II and Class III, as nearly
equal in number as possible. At the 1990 annual meeting of stockholders,
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 1991 annual meeting of stockholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 1992 annual meeting of stockholders; and directors of the third class (Class
III) shall be elected to hold office for a term expiring at the 1993 annual
meeting of stockholders. At each annual meeting of stockholders after 1990, the
successors to the class of directors whose terms then shall expire shall be
identified as being of the same class as the directors they succeed and elected
to hold office for a term expiring at the third succeeding annual meeting of
stockholders. When the number of directors is changed, any newly-created
directorships or any decrease in directorships shall be apportioned among the
classes by the Board of Directors as to make all classes as nearly equal in
number as possible.
3. Subject to the rights of the holders of any claim or series of Preferred
Stock then outstanding, a director may be removed only with cause.
4. An amendment to these Articles that amends or affects this Article V of
these Articles shall be approved by at least sixty-six and two-thirds percent or
the votes entitled to be cast by each voting group that is entitled to vote on
the matter.
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ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
UNION CAMP CORPORATION
I
The name of the corporation is Union Camp Corporation (the
"Corporation").
II
On November 28, 1989, the Board of Directors of the Corporation, acting
pursuant to Section 13.1-706(6) of the Virginia Stock Corporation Act, duly
adopted the following amendment (the "Amendment") to the Articles of
Incorporation of the Corporation:
Add a new Article VIII to read as follows:
"Except as expressly otherwise required in these
Articles of Incorporation, an amendment or restatement of these Articles
other than an amendment or restatement that amends or affects the
shareholder vote required by the Virginia Stock Corporation Act to
approve a merger, statutory share exchange, sale of all or substantially
all of the Corporation's assets or the dissolution of the Corporation
shall be approved by a majority of the votes entitled to be cast by each
voting group that is entitled to vote on the matter."
III
The Amendment was duly adopted by the Board of Directors without
shareholder action, which shareholder action was not required.
IN WITNESS WHEREOF, these Articles of Amendment have been executed on
behalf of the Corporation by its duly authorized officer this 15th day of
December, 1989.
UNION CAMP CORPORATION
By: /s/
-------------------------------
Dirk R. Soutendijk
Vice President, General
Counsel and Secretary
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
UNION CAMP CORPORATION
I, Raymond E. Cartledge, Chairman of the Board of Union Camp
Corporation (the "Corporation"), a corporation organized and existing under the
Virginia Stock Corporation Act, in accordance with the provisions of sections
13.1-604, 13.1-706 and 13.1-639 thereof, do hereby certify:
1. That the name of the corporation is Union Camp
Corporation.
2. That on February 25, 1986, pursuant to Section 13.1-639 of the
Virginia Stock Corporation Act and to the authority conferred upon the Board of
Directors by the Articles of Incorporation of the said Corporation, the Board of
Directors of the Corporation duly adopted the following resolution creating a
series of 550,000 shares of Preferred Stock designated as a Series A Junior
Participating Preferred Stock:
RESOLVED, that it is hereby declared to be in the best interests
of the Corporation that the Articles of Incorporation of the
Corporation, as amended and restated to date, be further amended to
create a new series of Preferred Stock to consist of five hundred-fifty
thousand (550,000) shares and to be designated as Series A Junior
Participating Preferred Stock, and to determine the preferences,
limitations and relative rights of the Series A Junior Participating
Preferred Stock by adding a new Part C to Article III of such Articles
of Incorporation to read as follows:
PART C
Series A Junior Participating Preferred Stock.
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting such series
shall be 550,000.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors out of funds
legally available therefor, quarterly dividends payable in cash on the
thirteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
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commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $20.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock. In the event the Corporation shall at any time after February
25, 1986 (the "Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided, that in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $20.00 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such
2
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<PAGE>
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
(D) Dividends in full shall not be declared or paid or set apart
for payment on the Series A Preferred Stock for a dividend period terminating on
the Quarterly Dividend Payment Date unless dividends in full have been declared
or paid or set apart for payment on the Preferred Stock of all series (other
than series with respect to which dividends are not cumulative from a date prior
to such dividend date) for the respective dividend periods terminating on such
dividend date. When the dividends are not paid in full on all series of the
Preferred Stock, the shares of all series shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in full.
Section 3. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, the Articles of
Incorporation or by law, the holders of shares of Series A Preferred Stock and
the holders of shares of Common Stock shall vote together as one voting group on
all matters submitted to a vote of stockholders of the Corporation.
3
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<PAGE>
(C) (i) If at any time dividends on any Series A Preferred Stock
shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of
a period (herein called a "default period") which shall extend until
such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period
on all shares of Series A Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default
period, at any annual meeting of stockholders or special meeting held in
lieu thereof or at a special meeting of the holders of the Preferred
Stock, all holders of Preferred Stock (including holders of the Series A
Junior Participating Preferred Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends thereon), voting together as
one voting group, irrespective of series, shall have the right to elect
two (2) Directors. At any time while the holders of the Preferred Stock
voting together as one voting group are entitled to elect two directors
as herein provided, they shall not be entitled to participate with the
holders of Common Stock in the election of any other directors.
(ii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Secretary of the Corporation may, and upon the written
request of stockholders of record of ten percent (10%) or more of the
total number of shares of Preferred Stock outstanding irrespective of
series addressed to him at the principal office of the Corporation in
the United States, shall, call a special meeting of the holders of
Preferred Stock, for the election of the directors to be elected by them
to be held within 30 days after such call and at a place and upon the
notice provided by law and in the by-laws for the holding of meetings of
stockholders; provided, however, that the Secretary shall not be
required to call such special meeting in the case of any such request
received less than 90 days before the date fixed for any annual meeting
of stockholders or special meeting held in lieu thereof. If any such
special meeting required to be called as provided shall not be called by
the Secretary within 30 days after the receipt of any such request, then
the holders of record of 10% or more of the Preferred Stock outstanding
may designate in writing one of their number to call such meeting, and
the person so designated may call such meeting to be held at the place
and upon the notice above provided and for that purpose shall have
access to the stock ledger of the Corporation. No such special meeting
and no adjournment thereof shall be held on a date later than 30 days
before the annual meeting of the stockholders or special meeting held in
lieu thereof next succeeding the time when the
4
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<PAGE>
holders of the Preferred Stock become entitled to elect directors
as above provided.
(iii) If any such special meeting shall be called as above
provided, or if the holders of Preferred Stock shall become entitled to
elect directors as above provided at any annual meeting of stockholders
or special meeting held in lieu thereof, then, by vote of the holders of
at least a majority of the shares of the Preferred Stock which are
present or represented by proxy at such meeting, the then authorized
number of directors of the Corporation shall be increased by two, and at
such meeting, and at all subsequent annual meetings of stockholders or
special meetings held in lieu thereof until the holders of the Preferred
Stock shall be divested of such voting power, the holders of the
Preferred Stock shall be entitled to elect the additional directors so
provided for, but any directors so elected shall not hold office beyond
the next annual meeting of stockholders or special meeting held in lieu
thereof next succeeding the meeting at which such directors are elected.
(iv) In any default period the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2)
Directors voting together as one voting group, after the exercise of
which right (x) the Directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may be filled by vote of a
majority of the remaining Directors theretofore elected by the holders
of the voting group of stock which elected the Director whose office
shall have become vacant. References in this paragraph (C) to Directors
elected by the holders of a particular voting group of stock shall
include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the
right of the holders of Preferred Stock voting together as one voting
group to elect Directors shall cease, subject always to the same
provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends, (y) the term of any Directors
elected by the holders of Preferred Stock voting together as one voting
group shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the Articles of Incorporation or
by-laws irrespective of any increase made pursuant to the provisions of
this Section 3 (such number being subject, however, to change thereafter
in
5
<PAGE>
<PAGE>
any manner provided by law or in the Articles of Incorporation or
by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be
filled by a majority of the remaining Directors.
(D) Except as set forth herein or as otherwise provided in the
Articles of Incorporation, holders of Series A Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not
(i) declare or pay or set apart for payment any dividends
(other than dividends payable in shares of any class or classes of stock
of the Corporation ranking junior to the Series A Preferred Stock) or
make any other distributions on, any class of stock of the Corporation
ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock and will not redeem,
purchase or otherwise, acquire, directly or indirectly, whether
voluntarily, for a sinking fund, or otherwise any shares of any class of
stock of the Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that, notwithstanding the foregoing, the Corporation may at any
time redeem, purchase or otherwise acquire shares of stock of any such
junior class in exchange for, or out of the net cash proceeds from the
concurrent sale of other shares of stock or any such junior class;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable
or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity
6
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<PAGE>
(either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock;
(iv) purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $300 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to
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<PAGE>
the quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in subparagraph C below to
reflect such events as stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (ii), the "Adjustment
Number"). Following the payment of the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect of all outstanding shares of
Series A Preferred Stock and Common Stock, respectively, holders of Series A
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable
8
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<PAGE>
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. Redemption. The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of Directors as a
whole, but not in part, at any time, or from time to time, at a cash price per
share equal to (i) the product of the Adjustment Number times the Average Market
Value (as such term is hereinafter defined) of the Common Stock, plus (ii) all
dividends which on the redemption date have accrued on the shares to be redeemed
and have not been paid or declared and a sum sufficient for the payment thereof
set apart, without interest; provided, however, that if and whenever any
quarter-yearly dividend shall have accrued on the Series A Preferred Stock which
has not been paid or declared and a sum sufficient for the payment thereof set
apart, the Corporation may not purchase or otherwise acquire any shares of
Series A Preferred Stock unless all shares of such stock at the time outstanding
are so purchased or otherwise acquired. The "Average Market Value" is the
average of the closing sale prices of the Common Stock during the 30 day period
immediately preceding the date before the redemption date on the Composite Tape
for New York Stock Exchange Listed Stocks, or if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed
on such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such exchange, the average of the
closing bid quotations with respect to a share of Common Stock during such
30-day period on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value of the Common Stock as determined by the Board
of Directors in good faith.
Section 9. Ranking. The Series A Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. Amendment. The Corporation shall not create any other
class or classes of stock ranking prior to the Series A preferred Stock either
as to dividends or liquidation,
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<PAGE>
or increase the authorized number of shares of any such other class of stock, or
amend, alter, or repeal any of the provisions of the Articles of Incorporation
or the resolution or resolutions adopted by the Board of Directors authorizing
the Series A Preferred Stock so as to adversely affect the preferences, rights
or powers of the Series A Preferred Stock without the affirmative vote of
the holders of more than two-thirds of the outstanding shares of the Series A
Preferred Stock, voting separately as one voting group.
Section 11. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
3. That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was adopted on February 25, 1986.
4. That this amendment to the Articles of Incorporation of the
Corporation as amended and supplemented was duly adopted by the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, I have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this 25th day of February, 1986.
UNION CAMP CORPORATION
By: /s/
------------------------
Chairman of the Board
Attest:
/s/
- -----------------------------
Secretary
10
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<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION CAMP CORPORATION
1. On January 31, 1984, the Board of Directors of Union Camp Corporation
(the "Corporation") found that the following proposed amendment of its Articles
of Incorporation was in the best interests of the Corporation and directed that
it be submitted to a vote at a meeting of the stockholders of the Corporation:
RESOLVED, that it is hereby declared to be in the best interests
of this Corporation that the Articles of Incorporation of this
Corporation, as heretofore amended, be further amended:
(A) To increase the authorized capital stock of the Corporation
by amending the first paragraph of Article III of such Articles of
Incorporation to read as follows:
"The total number of shares of authorized capital stock of the
Corporation is one hundred twenty-six million (126,000,000), of which
one million (1,000,000) shall be shares of Preferred Stock, having a par
value of $1 per share, and one hundred twenty-five million (125,000,000)
shall be shares of Common Stock, having a par value of $1 per share."
(B) To change each share of Common Stock, of the par value of $1
per share, which shall have been issued prior to the close of business
on the effective date of this amendment into two (2) issued shares of
Common Stock, of the par value of $1 per share.
2. On March 23, 1984, notice of such meeting was given to each
stockholder of record entitled to vote at the meeting. Such notice was given in
the manner provided in the Virginia Stock Corporation Act and was accompanied by
a copy of the proposed amendment.
3. On April 24, 1984, the meeting of the stockholders was held and the
amendment proposed by the Board of Directors, as set forth above, was adopted by
a vote of the stockholders.
4. The number of shares outstanding and entitled to vote
on the proposed amendment and the number of shares voted for and
against the amendment were as follows:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Outstanding and Shares Voted:
Entitled to Vote For Against
---------------- --- -------
<S> <C> <C> <C>
Common 24,389,590 20,338,845 110,012
Preferred None
</TABLE>
5. On the effective date of the amendment the stated capital of the
Corporation will be Fifty Million Twenty-nine Thousand Four Hundred Twenty-Four
Dollars ($50,029,424). The increase in the stated capital is to be effected by a
transfer of Twenty-five million Fourteen Thousand Seven Hundred Twelve Dollars
($25,014,712) from capital surplus (Capital in Excess of Par Value Account) to
stated capital (Common Stock Account).
Executed in the name of the Corporation by the Chairman of the Board of
Directors of the Corporation, its President or a Vice President and its
Secretary or Assistant Secretary who declare under the penalties of perjury that
the facts stated therein are true.
Dated: April 24, 1984
UNION CAMP CORPORATION
By /s/
-----------------------------
VICE PRESIDENT
And /s/
-----------------------------
Richard Irving, III
ASSISTANT SECRETARY
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION CAMP CORPORATION
1. On January 27, 1976, the Board of Directors of Union Camp
Corporation (the "Corporation") found that the following proposed amendment of
its articles of incorporation was in the best interests of the Corporation and
directed that it be submitted to a vote at a meeting of the stockholders of the
Corporation:
RESOLVED, that it is hereby declared to be in the best
interests of this Corporation that the Articles of Incorporation
of this Corporation, as heretofore amended, be further amended:
(A) To increase the authorized capital stock of the
Corporation by amending the first paragraph of Article III of
such Articles of Incorporation to read as follows:
"The total number of shares of authorized capital stock of
the Corporation is forty-six million (46,000,000), of which one
million (1,000,000) shall be shares of Preferred Stock, having a
par value of $1 per share, and forty-five million (45,000,000)
shall be shares of Common Stock, having a par value of $1 per
share."
(B) To change each two (2) shares of Common Stock, of the
par value of $1 per share, which shall have been issued prior to
the close of business on the effective date of this amendment
into three (3) issued shares of Common Stock, of the par value of
$1 per share.
2. On March 26, 1976, notice of such meeting was given to each
stockholder of record entitled to vote at the meeting. Such notice was given in
the manner provided in the Virginia Stock Corporation Act and was accompanied by
a copy of the proposed amendment.
3. On April 27, 1976, the meeting of the stockholders was held
and the amendment proposed by the Board of Directors, as set forth above, was
adopted by a vote of the stockholders.
4. The number of shares outstanding and entitled to
vote on the proposed amendment and the number of shares voted
for and against the amendment were as follows:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Outstanding and Shares Voted:
Entitled to Vote For Against
---------------- --- -------
<S> <C> <C> <C>
Common 15,133,019 13,443,924 35,047
Preferred None
</TABLE>
5. On the effective date of the amendment the stated capital of
the Corporation will be Twenty-Five Million Fourteen Thousand Seven Hundred
Eleven Dollars ($25,014,711). The increase in the stated capital is to be
effected by a transfer of Eight Million Three Hundred Thirty-Eight Thousand Two
Hundred Thirty-Seven Dollars ($8,338,237) from capital surplus (Capital in
Excess of Par Value Account) to stated capital (Common Stock Account).
Executed in the name of the Corporation by the Chairman of the
Board of Directors of the Corporation, its President or a Vice President and its
Secretary or Assistant Secretary who declare under the penalties of perjury that
the facts stated therein are true.
Dated: April 27, 1976.
UNION CAMP CORPORATION
By /s/
------------------------
President
And /s/
------------------------
Secretary
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION CAMP CORPORATION
1. On January 28, 1969, the Board of Directors of the corporation
found that the following proposed amendment of its articles of incorporation was
in the best interests of the corporation and directed that it be submitted to a
vote of the stockholders:
RESOLVED, that it is in the best interests of the
Corporation that the first paragraph of Article III of the
Articles of Incorporation be amended to read as follows:
"The total number of shares of authorized capital
stock of the Corporation is thirty-one million
(31,000,000), of which one million (1,000,000) shall be
shares of Preferred Stock, having a par value of $1 per
share and thirty million (30,000,000) shall be shares of
Common Stock, having a par value of $1 per share. At the
close of business on the effective date of this amendment
each issued share of Common Stock, of the par value of $1
per share, shall be changed into two (2) issued shares of
Common Stock, of the par value of $1 per share."
2. On March 27, 1969, being not less than twenty-five (25) days
nor more than fifty (50) days before the meeting of the stockholders to act upon
the proposed amendment, written notice of the meeting was given personally or by
mail to each stockholder of record entitled to vote on the proposed amendment.
The notice stated the place, day and hour of the meeting and the purpose or
purposes for which it was called, and was accompanied by a copy of the proposed
amendment.
<PAGE>
<PAGE>
3. On April 29, 1969, the meeting of the stockholders was held
and the amendment proposed by the Board of Directors, as set forth above, was
adopted by the stockholders.
4. The number of shares of stock of the corporation
outstanding on the record date, the number of shares entitled to vote on the
proposed amendment and the number of shares voted for and against the amendment
were as follows:
Shares of Common Stock outstanding: 7,486,042
Shares of Preferred Stock none outstanding
outstanding but not
entitled to vote:
Number of Shares entitled to vote: 7,486,042
Shares voted:
For: 6,801,335
Against: 13,654
5. On the effective date of the amendment of the stated capital
of the corporation will be Fifteen million six hundred seventy six thousand four
hundred seventy four Dollars ($15,676,474). The increase in the stated capital
is to be effected by a transfer of Seven million eight hundred thirty eight
thousand two hundred thirty seven Dollars ($7,838,237) from Capital in Excess of
Par Value Account to Common Stock Account.
Executed in the name of the corporation by its President or a
Vice President and its Secretary or Assistant Secretary who declare under the
penalties of perjury that the facts stated therein are true.
<PAGE>
<PAGE>
Dated: April 29, 1969.
UNION CAMP CORPORATION
By /s/
------------------------
Senior Vice President
And /s/
------------------------
Assistant Secretary
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UNION CAMP CORPORATION
1. The effect of resolutions of the Board of Directors of this
corporation adopted on January 30, 1968 and February 27, 1968 was that the Board
of Directors of this corporation found that the best interests of the
corporation would be served by amending Article III of the Articles of
Incorporation to read as set forth in the form attached hereto as "Exhibit A".
It was further directed that the proposed amendment be submitted to a vote of
the stockholders.
2. Between March 26, 1968 and March 28, 1968, inclusive, being
not less than twenty-five (25) days nor more than fifty (50) days before the
meeting of stockholders to act upon the proposed amendment, written notice of
the meeting was given by mail to each stockholder of record entitled to vote on
the proposed amendment. The notice stated the place, date and time of the
meeting and the purposes for which it was called and was accompanied by a copy
of the proposed amendment.
3. On April 30, 1968, the meeting of stockholders
was held and the amendment proposed by the Board of Directors, as
set forth above, was adopted by the stockholders.
4. On the record date there were issued and outstanding 7,481,783
shares (exclusive of shares held in the
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<PAGE>
Treasury) of the only class of stock of the corporation. Each of these shares
was entitled to vote on the proposed amendment.
5. As to that portion of the proposed amendment to Article III
dealing with Preemptive Rights, which portion was voted on separately, the
number of shares voted for and against were as follows:
Shares voted: FOR 5,411,278
Shares voted: AGAINST 350,540
6. As to the balance of said proposed amendment to
Article III, which was also voted on separately, the number of
shares voted for and against were as follows:
Shares voted: FOR 5,620,727
Shares voted: AGAINST 156,697
Executed in the name of the corporation by its Vice President and
its Assistant Secretary, who declare under penalties of perjury that the facts
hereinabove stated are true.
UNION CAMP CORPORATION
By /s/
------------------------
Vice President
By /s/
------------------------
Assistant Secretary
<PAGE>
<PAGE>
Exhibit A
ARTICLE III
The total number of shares of authorized capital stock of the
Corporation is sixteen million (16,000,000), of which one million (1,000,000)
shall be shares of Preferred Stock having a par value of $1 per share and
fifteen million (15,000,000) shall be shares of Common Stock having a par value
of $1 per share. Upon the effective date of this amendment each share of Capital
Stock of a par value of $6 2/3 per share formerly issued and outstanding shall
be a share of Common Stock of a par value of $1 per share.
A. PREFERRED STOCK
1. Preferred Stock may be issued from time to time in one or more
series, each of such series to have such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as are stated and expressed in this Article and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors as hereinafter provided.
2. Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article, to authorize the issue of one or more
series of Preferred Stock and with respect to each series to fix by resolution
or resolutions providing for the issue of such series, to the full extent now or
hereafter permitted by the laws of the Commonwealth of Virginia:
(a) The number of shares to constitute such series and the
distinctive designation thereof;
(b) The dividend rate or rates on the shares of such series and
any restrictions, limitations or conditions upon the payment of such
dividends; whether dividends shall be cumulative and, if so, from which
date or dates, or the basis for determining from which date or dates;
(c) Whether or not the shares of such series shall be redeemable
and, if so, the time or times and the price or prices at which and the
other terms and conditions on which the shares may be redeemed;
(d) The payments or other distributions in addition to any
accrued dividends thereon which the holders of shares of such series
shall be entitled to receive upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
(e) Whether or not the shares of such series shall be subject to
the operation of a purchase, retirement, sinking or
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<PAGE>
other analogous fund and, if so, the terms and conditions thereof;
(f) Whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or
classes of stock or shares of any other series of stock or any other
securities and, if so, the price or prices or rate or rates of exchange
and any adjustments thereof and the other terms and conditions of such
conversion or exchange;
(g) Whether or not the shares of such series shall have any
voting powers, which in any case shall be non-cumulative, other than
those provided in subparagraphs A5(b) and A5(c) and paragraph A6 of
this Article, and, if so, the extent thereof.
3. All shares of any one series of Preferred Stock shall be identical
with each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative; and all shares of Preferred Stock shall rank equally and be
identical in all respects, except as permitted by the provisions of paragraph A2
of this Article.
4. In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation shall be made to or set apart for
the holders of shares of any class or classes of stock of the Corporation
ranking junior to the Preferred Stock, the holders of the shares of each series
of the Preferred Stock shall be entitled to receive payment of the amount per
share fixed by the Board of Directors in the resolution or resolutions
authorizing the issuance of the shares of such series, plus an amount equal to
all dividends accrued thereon to the date of final distribution to such holders,
but they shall be entitled to no further payment. If, upon any liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation, or
proceeds thereof, distributable among the holders of the shares of the Preferred
Stock shall be insufficient to pay in full the preferential amount aforesaid,
then such assets, or the proceeds thereof, shall be distributed among such
holders ratably in accordance with the respective amounts which would be payable
on such shares if all amounts payable thereon were paid in full. For the
purposes of this paragraph A4, the sale, conveyance, exchange or transfer (for
cash, shares of stock, other securities or other consideration) of all or
substantially all of the property or assets of the Corporation or a
consolidation or merger of the Corporation with one or more corporations shall
not be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary.
5. So long as any of the Preferred Stock is outstanding, the
Corporation:
(a) will not declare or pay, or set apart for payment, any
dividends (other than dividends payable in shares of any
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<PAGE>
class or classes of stock of the Corporation ranking junior to the
Preferred Stock), or make any distribution, on any class or classes of
stock of the Corporation ranking junior to the Preferred Stock, and will
not redeem, purchase or otherwise acquire, directly or indirectly,
whether voluntarily, for a sinking fund, or otherwise, any shares of any
class or classes of stock of the Corporation ranking junior to the
Preferred Stock, if at the time of making such declaration, payment,
setting apart, distribution, redemption, purchase or acquisition the
Corporation shall be in default with respect to any dividend payable on
or any obligation to retire shares of Preferred Stock, provided that,
notwithstanding the foregoing, the Corporation may at any time redeem,
purchase or otherwise acquire shares of stock of any such junior class
in exchange for, or out of the net cash proceeds from the concurrent
sale of, other shares of stock of any such junior class;
(b) will not, without the affirmative vote of the holders of
more than 66 2/3% of the shares of Preferred Stock at the time
outstanding, given in person or by proxy, at a meeting called for the
purpose, at which the holders of the Preferred Stock, regardless of
series, shall vote separately as a class, or the written consent of the
holders of all the outstanding shares of Preferred Stock (i) create any
other class or classes of stock ranking prior to the Preferred Stock
either as to dividends or liquidation, or increase the authorized number
of shares of any such other class of stock, or (ii) amend, alter or
repeal of any of the provisions of this Article so as adversely to
affect the preferences, rights or powers of the Preferred Stock; and
(c) will not, without the affirmative vote of the holders of
more than 66 2/3% of the shares of any adversely affected series of the
Preferred Stock at the time outstanding, given in person or by proxy, at
a meeting called for the purpose or the written consent of the holders
of all the outstanding shares of such series (the holders of such series
of the Preferred Stock consenting or voting, as the case may be,
separately as a class), amend, alter or repeal any of the provisions
herein or in the resolution or resolutions adopted by the Board of
Directors authorizing the issue of such series as adversely to affect
the preferences, rights or powers of the Preferred Stock of such series.
6. If and whenever dividends on the Preferred Stock shall be in arrears
and the arrears shall aggregate an amount at least equal to six quarterly
dividends upon such shares, the holders of the Preferred Stock, voting
separately as a class regardless of series, shall be entitled, at any annual
meeting of stockholders or special meeting held in lieu thereof, or at a special
meeting of the holders of the Preferred Stock called as hereinafter provided, to
elect two
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<PAGE>
directors. At any time while the holders of the Preferred Stock, voting as a
class, are entitled to elect two directors as herein provided, they shall not
be entitled to participate with the holders of the Common Stock in the election
of any other directors. Whenever all arrears in dividends on the Preferred
Stock then outstanding shall have been paid and dividends thereon for the then
current dividend period shall have been paid, or declared and a sum
sufficient in payment thereof set apart, the right of the holders of the
Preferred Stock to elect two directors shall cease, subject always to the same
provisions for the vesting of such voting rights in the case of any similar
future arrearages in dividends.
At any time after such voting power shall have been so vested in the
holders of the Preferred Stock the Secretary of the Corporation may, and, upon
the written request of the holders of record of 10% or more of the Preferred
Stock then outstanding addressed to him at the principal office of the
Corporation in the United States shall, call a special meeting of the holders of
the Preferred Stock for the election of the directors to be elected by them to
be held within 30 days after such call and at the place and upon the notice
provided by law and in the By-Laws for the holding of meetings of stockholders;
provided, however, that the Secretary shall not be required to call such special
meeting in the case of any such request received less than 90 days before the
date fixed for any annual meeting of stockholders or special meeting held in
lieu thereof. If any such special meeting required to be called as provided
shall not be called by the Secretary within 30 days after the receipt of any
such request, then the holders of record of 10% or more of the Preferred Stock
then outstanding may designate in writing one of their number to call such
meeting, and the person so designated may call such meeting to be held at the
place and upon the notice above provided and for that purpose shall have access
to the stock ledger of the Corporation. No such special meeting and no
adjournment thereof shall be held on a date later than 30 days before the annual
meeting of the stockholders or special meeting held in lieu thereof next
succeeding the time when the holders of the Preferred Stock become entitled to
elect directors as above provided. If any such special meeting shall be called
as above provided, or if the holders of Preferred Stock shall become entitled to
elect directors as above provided at any annual meeting of stockholders or
special meeting held in lieu thereof, then, by vote of the holders of at least a
majority of the shares of the Preferred Stock which are present or represented
by proxy at such meeting, the then authorized number of directors of the
Corporation shall be increased by two, and at such meeting, and at all
subsequent annual meetings of stockholders or special meetings held in lieu
thereof until the holders of the Preferred Stock shall be divested of such
voting power as above provided, the holders of the Preferred Stock shall be
entitled to elect the additional directors so provided for, but any directors so
elected shall not hold office beyond the next annual meeting of stockholders or
special meeting held in lieu thereof next succeeding the meeting at which such
directors are elected. Whenever the holders of the Preferred Stock shall be
divested of the voting power as above provided, the terms of office of all
persons elected as directors by the holders of the
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<PAGE>
Preferred Stock as a class shall forthwith terminate and the number of the
Board of Directors shall be reduced accordingly.
7. The holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors, out of any funds legally available
therefor, preferential cash dividends, at the rate or rates fixed by the Board
of Directors in the resolution or resolutions authorizing the various series of
Preferred Stock, payable in equal quarterly installments on the first day of
February, May, August and November of each year. Dividends in full shall not be
declared or paid or set apart for payment on the Preferred Stock of any one
series for a dividend period terminating on any dividend date unless dividends
in full have been declared or paid or set apart for payment on the Preferred
Stock of all series (other than series with respect to which dividends are not
cumulative from a date prior to such dividend date) for the respective dividend
periods terminating on such dividend date. When the dividends are not paid in
full on all series of the Preferred Stock, the shares of all series shall share
ratably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if all dividends
were declared and paid in full. Accruals of dividends shall not bear interest.
B. COMMON STOCK
1. Except as provided by the laws of the Commonwealth of Virginia, by
these Articles of Incorporation or by the resolution or resolutions of the Board
of Directors of the Corporation authorizing any series of Preferred Stock, the
exclusive voting power for all purposes shall be vested in the holders of Common
Stock. Should the affirmative vote or written consent of the holders of
Preferred Stock or any series of Preferred Stock at the time outstanding be
required for any purpose, the vote or consent of the holders of Common Stock
shall not also be required unless the action to be taken would adversely affect
the preferences, rights or powers of the Common Stock or unless such vote or
consent of holders of Common Stock would be required even if there were no
Preferred Stock.
2. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the Common Stock shall be entitled, after payment or
provision for payment of the debts and other liabilities of the Corporation and
the amounts to which the holders of the Preferred Stock shall be entitled, to
share ratably in the remaining net assets of the Corporation.
PREEMPTIVE RIGHTS
No stockholder shall have any preemptive or preferential right to
subscribe for or purchase any of the authorized shares of stock of the
Corporation, whether unissued or in the treasury, or any obligations or other
securities convertible into or carrying any
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<PAGE>
optional or other right to subscribe for or purchase any of said shares of the
stock of the Corporation, aor any optional or other right to subscribe for or
purchase any of the foregoing, whether the same be issued for cash, property,
services or otherwise and whenever the same may be issued or sold.
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION BAG - CAMP PAPER CORPORATION
1. On January 25, 1966, the Board of Directors of the corporation
found that the following proposed amendment of its articles of incorporation was
in the best interests of the corporation and directed that it be submitted to a
vote of the stockholders:
RESOLVED, That, in the judgment of the Board of Directors of the
Union Bag - Camp Paper Corporation, it is deemed advisable to amend the
Charter so as to change the name of the Company from Union Bag - Camp
Paper Corporation, its present name, to Union Camp Corporation, and that
to that end Article I be changed to read as follows:
"ARTICLE I
"The name of the Corporation is
Union Camp Corporation."
2. On March 29, 1966, being not less than twenty-five (25) days
nor more than fifty (50) days before the meeting of the stockholders to act upon
the proposed amendment, written notice of the meeting was given personally or by
mail to each stockholder of record entitled to vote on the proposed amendment.
The notice stated the place, day and hour of the meeting and the purpose or
purposes for which it was called, and was accompanied by a copy of the proposed
amendment.
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<PAGE>
3. On April 26, 1966, the meeting of the
stockholders was held and the amendment proposed by the Board of Directors,
as set forth above, was adopted by the stockholders.
4. The number of shares of stock of the corporation outstanding
on the record date, the number of shares entitled to vote on the proposed
amendment, the number of shares voted for and against the amendment, the number
of shares of each class or series entitled to vote as a class, and the number of
shares of each such class or series voted for or against the amendment were as
follows:
Shares outstanding, all classes, 7,671,557.
Shares entitled to vote, all classes, 7,671,557.
Shares, all classes, voted: FOR 6,808,746 ; AGAINST
13,730 .
Executed in the name of the corporation by its President or a
Vice President and its Secretary or Assistant Secretary who declare under the
penalties of perjury that the facts stated therein are true.
Dated April 26, 1966.
UNION BAG - CAMP PAPER CORPORATION
By /s/
---------------------------------
Vice President
And /s/
---------------------------------
Assistant Secretary
<PAGE>
<PAGE>
ARTICLES OF MERGER OF RIVER RAISIN PAPER COMPANY INTO
UNION BAG - CAMP PAPER CORPORATION
(a) The plan of merger of River Raisin Paper Company into Union Bag -
Camp Paper Corporation shall be as set forth in Annex I hereto.
(b) A meeting of the Board of Directors of Union Bag - Camp Paper
Corporation was held on January 26, 1960 at which said plan of merger was
approved; on March 10, 1960 notice of submission of said plan of merger to the
stockholders of said corporation was given in the manner provided in the
Virginia Stock Corporation Act and was accompanied by a copy of said plan of
merger; and at the annual meeting of said stockholders held on April 12, 1960
said plan of merger was adopted by said stockholders.
(c) At the close of business on February 29, 1960, the record date fixed
by the Board of Directors of said corporation for the determination of
stockholders entitled to vote at said annual meeting, there were outstanding
7,382,744 shares of Capital Stock of the par value of $6 2/3 each of said
corporation all of which were entitled to vote upon said plan of merger.
(d) At said annual meeting 6,323,784 shares of said Capital Stock were
voted for said plan of merger and 24,071 shares of said Capital Stock were voted
against said plan of merger.
(e) The stated capital of Union Bag - Camp Paper Corporation on the
effective date of the merger contemplated by said plan of merger will be
$51,821,180 plus, in the event said merger becomes effective after May 31, 1960,
$6 2/3 for each share of such Capital Stock issued after that date pursuant to
stock options outstanding under the Employee Stock Option Plan of said
corporation.
(f) Said merger is permitted by the laws of Michigan.
(g) All conditions required by the laws of Michigan with respect to said
merger have been satisfied.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, Union Bag - Camp paper Corporation and River Raisin
Paper Company have caused these Articles of Merger to be signed this 29th day of
April, 1960, in their respective names by their respective proper officers,
thereunto duly authorized, who declare under penalty of perjury that the facts
stated therein are true.
UNION BAG - CAMP PAPER CORPORATION
By .........../s/..................
Fred Meendsen
Vice President
.........../s/..................
Walter C. Taylor, Jr.
Assistant Secretary
RIVER RAISIN PAPER COMPANY
By .........../s/..................
Arthur J. Goetz
Vice President
.........../s/..................
Albert W. Schulte
Secretary
<PAGE>
<PAGE>
ANNEX I
THESE ARTICLES OF MERGER, made and entered into this 26th day of
January, 1960, by and between UNION BAG - CAMP PAPER CORPORATION (hereinafter
sometimes called "Union Bag - Camp") and the Directors thereof, parties of the
first part, and RIVER RAISIN PAPER COMPANY (hereinafter sometimes called "River
Raisin") and the Directors thereof, parties of the second part:
Union Bag - Camp is a Virginia corporation, organized under the laws of
Virginia pursuant to an agreement of merger recorded October 30, 1944, between
Camp Manufacturing Company, a Virginia corporation, and Chesapeake - Camp
Corporation, a Virginia corporation, under the name of Chesapeake - Camp
Corporation. Its name was changed to Camp Manufacturing Company, Incorporated,
by an amendment to its charter on July 14, 1945, and its charter was
subsequently amended on the 16th day of December, 1946. Its name was further
changed to Union Bag - Camp Paper Corporation, and its charter was further
amended, pursuant to an agreement of merger with Union Bag & Paper Corporation
recorded July 12, 1956. Its executive offices are at 233 Broadway, New York, New
York, and its principal office is located in the County of Isle of Wight, near
Franklin, Virginia. Under its charter its total authorized capital stock
consists of 10,000,000 shares of the par value of $6 2/3 each, of which
7,382,930 shares are outstanding on the date of these Articles.
River Raisin is a Michigan corporation, organized under the laws of
Michigan pursuant to Articles of Incorporation dated June 24, 1910, and its
corporate term was extended on June 19, 1940. Its Capital Stock was increased
on July 29, 1910, December 29, 1916, February 16, 1917 and January 31, 1921.
Its charter was amended on January 31, 1921, August 26, 1926 and April 14, 1942.
Its principal office, and its executive offices, are located in the City of
Monroe, Monroe County, Michigan. Under its charter its total authorized capital
stock consists of 500,000 shares of the par value of $5 each, of which 463,215
shares are outstanding on the date of these Articles.
Union Bag - Camp and River Raisin (hereinafter sometimes referred to as
the "Constituent Corporations") were organized for such purposes as permit their
merger in accordance with the laws of Virginia and Michigan.
The respective Boards of Directors of the Constituent Corporations, in
pursuance of the plan of reorganization of both of said Corporations, deem it
desirable, to the end that wider diversification of business and product, more
efficient use of facilities and greater economies in operation may be realized
and otherwise and generally for the advantage and welfare of the said
Corporations and their several and respective stockholders, to merge River
Raisin into Union Bag - Camp, under and pursuant to
1
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<PAGE>
the laws of the State of Michigan and of the Commonwealth of Virginia and the
plan of merger hereinafter described, all as hereinafter provided.
NOW, THEREFORE, THESE ARTICLES WITNESSETH: That in consideration of the
premises and of the mutual agreements, provisions, covenants and promises herein
contained, it is hereby agreed by and between the parties hereto that River
Raisin shall be merged into Union Bag - Camp, and Union Bag Camp shall continue
in existence as the surviving corporation under the laws of Virginia with the
name of Union Bag - Camp Paper Corporation (hereinafter referred to as the
"Corporation"). The parties hereto, by these presents, hereby prescribe the
terms and conditions of the said merger and the mode of carrying the same into
effect, which terms and conditions and mode of carrying the same into effect the
parties hereto do mutually and severally agree and covenant to observe, keep and
perform: that is to say:
ARTICLE I
The charter of Union Bag - Camp as heretofore amended, and as set forth
in Exhibit A hereto, shall continue in effect as the charter of the Corporation
after the merger becomes effective and until further amended pursuant to the
laws of Virginia.
ARTICLE II
After the merger becomes effective and until otherwise determined by the
Board of Directors of the Corporation, the business of River Raisin shall be
continued as a division of the Corporation under the River Raisin name.
ARTICLE III
1. Merger Subject to Approval. These Articles of Merger are entered into
subject to the approval of, and shall be submitted to, the stockholders of the
respective Constituent Corporations, as provided by law, at meetings which shall
be held as hereinafter provided, and subject to written approval of The
Prudential Insurance Company of America, as required by outstanding loan
agreements with River Raisin, to be given prior to the filing date, as same is
defined in Section 8 of this Article III. The Constituent Corporations shall do
all such other acts and things as shall be necessary or desirable in order to
effectuate the merger.
2. Effect of Merger upon Stock of Constituent
Corporations. When the merger becomes effective:
(a) Each share of Capital Stock (par value $6 2/3 per share) of
Union Bag - Camp, which shall be issued and
2
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<PAGE>
outstanding shall continue to be one share of Capital Stock (par value
$6 2/3 per share) of the Corporation; and
(b) Each share of Capital Stock of River Raisin (par value $5 per
share) which shall be issued and outstanding (excluding any shares then
held in the treasury of River Raisin, which shares shall cease to exist
and shall be cancelled) shall be thereby convened into five-sixths (5/6)
of a share of Capital Stock (par value $6 2/3 per share) of the
Corporation.
At any time after the date of issuance of a Certificate of Merger by the
State Corporation Commission of Virginia, each holder of an outstanding
certificate or certificates theretofore representing Capital Stock of River
Raisin may surrender the same to the Corporation, and such holder shall be
entitled, upon such surrender, to receive in exchange therefor a certificate or
certificates representing the number of full shares of Capital Stock of the
Corporation into which the shares of stock of River Raisin theretofore
represented by the certificate or certificates so surrendered shall have been
converted as aforesaid. Such exchange shall be at the expense of the
Corporation. Until so surrendered, each outstanding certificate which, prior to
the effective date of the merger, represented shares of stock of River Raisin
shall be deemed for all corporate purposes to evidence ownership of the full
shares of stock of the Corporation into which the same shall have been so
converted; provided, however, that no dividend payable to the holders of record
of Capital Stock of the Corporation as of any date after the merger becomes
effective shall be paid to a holder of a River Raisin certificate or
certificates until such certificate or certificates shall be surrendered, but
upon surrender of any such certificate or certificates, the amount of dividends
which have theretofore become payable but have not been paid with respect to the
number of full shares of Capital Stock of the Corporation represented by such
certificate or certificates shall be paid to the holder in whose name the
certificate or certificates for Capital Stock of the Corporation shall be
issued.
The Corporation shall not be required to issue a certificate for any
fraction of a share of its Capital Stock resulting from conversion of River
Raisin Capital Stock. After the date of issuance of a Certificate of Merger by
the State Corporation Commission of Virginia, and until June 30, 1960, the
Corporation shall make arrangements, at the expense of the Corporation, for the
sale of fractional shares and for the completion of full shares by the purchase
of additional fractional shares. Pursuant to such arrangements, all fractional
shares not sold or completed prior to July 1, 1960 shall be sold on that date
for the account of the holders thereof.
3
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<PAGE>
3. Restrictions on Action by River Raisin. Unless these
Articles of Merger shall be terminated and abandoned pursuant to
the provisions hereof, River Raisin shall not without the prior
written consent of Union Bag - Camp:
(a) Take any action or enter into any transaction out of the
ordinary course of business other than the construction of a new plant
in the Benton Harbor, Michigan area at a cost not in excess of $500,000
and the disposition of the three (3) shares of Florida Gulf Fibre
Company held by it;
(b) Issue or sell, or grant rights to purchase or
subscribe to, any equity securities of River Raisin; or
(c) Pay or declare any dividend, or make any distribution, other
than a regular quarterly dividend at a rate not in excess of twenty (20)
cents per share of its Capital Stock.
4. Effect of Merger on Property. When the merger becomes effective, all
the property, rights, privileges, franchises, leases, contracts, patents,
trade-marks, licenses, registrations and other assets of every kind and
description of River Raisin shall be transferred to, vested in and devolved upon
the Corporation, without further act or deed, and all property, rights and every
other interest of River Raisin shall be as effectively the property of the
Corporation as they were of River Raisin. River Raisin hereby agrees, from time
to time as and when requested by Union Bag - Camp or by its successors or
assigns, to execute, or cause to be executed, all such deeds and instruments,
and to take, or cause to be taken, such further or other action as the
Corporation may deem necessary or desirable in order to vest in and confirm to
the Corporation title to, and possession of, any property of River Raisin
acquired or to be acquired by reason of or as a result of the merger, and
otherwise to carry out the intent and purposes hereof, and the proper officers
and directors of River Raisin and the proper officers and directors of the
Corporation are fully authorized in the name of River Raisin or otherwise to
take any and all such action: provided, however, that no such deed or other
instrument need be delivered to Union Bag - Camp prior to the filing date as
defined in Section 8 of this Article III.
5. By-laws. On or before February 15, 1960, the Board of
Directors of River Raisin Paper Company will amend the by-laws
of River Raisin by adding the following provision:
The close of business of any day which (not counting said day) is
at least five (5) and not more than forty (40) full days prior to the
date of any meeting of the stockholders, or the date of the payment of
any dividend, or
4
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the date for the allotment of rights, or the date when
any change, conversion or exchange of capital stock shall go into effect
may be fixed by the Board of Directors as the record date for the
determination of the stockholders entitled to notice of and to vote at
any such meeting, or entitled to receive payment of any such dividend or
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of capital stock, and only stockholders
of record on the record date so fixed shall be entitled to such notice
of or to vote at such meeting or to receive payment of such dividend or
allotment of rights, or to exercise such rights, as the case may be.
After the merger becomes effective, the by-laws of Union Bag - Camp, as
they may be amended from time to time, shall be the by-laws of the Corporation.
6. Employee Benefit Plans. River Raisin's Profit-Sharing Plan for
Salaried Employees shall be amended prior to the filing date so as to provide
that after the merger becomes effective contributions to the Plan shall be
determined with respect to the profits of the River Raisin Division of the
Corporation. The Board of Directors of the Corporation shall have all the powers
of the Board of Directors of River Raisin under River Raisin's Profit-Sharing
Plan for Salaried Employees, including the power to amend or terminate the Plan
for years subsequent to 1959. Unless and until otherwise determined by the Board
of Directors of the Corporation, all pension and group insurance arrangements of
the Constituent Corporations shall continue for the benefit of the employees and
retired employees of each of the Constituent Corporations to which they apply
and shall remain separate and exclusively for the benefit of such employees.
7. Termination and Abandonment. Anything herein or
elsewhere to the contrary notwithstanding, these Articles of
Merger may be terminated and abandoned:
(a) By mutual consent of the Boards of Directors of
the Constituent Corporations, at any time prior to the filing
date;
(b) By the Board of Directors of either Constituent Corporation,
at any time after April 15, 1960 and prior to the filing date if:
(i) The office of the Commissioner of Internal Revenue
shall not have ruled that the merger will not result in
recognized gain or loss or taxable income to either of the
Constituent Corporations or (except to the extent of the proceeds
of sale of fractional shares held by River Raisin stockholders)
to their stockholders, and
5
<PAGE>
<PAGE>
(ii) Such Constituent Corporation shall not have received
an opinion of counsel, satisfactory to its Board, to that effect:
(c) By the Board of Directors of River Raisin, at any
time prior to the filing date if:
(i) As a result of any transaction out of the ordinary
course of business entered into by Union Bag - Camp after the
date hereof there has been, in the opinion of the Board, any
substantial adverse change in the nature of the business or in
the financial condition of Union Bag - Camp, or
(ii) There has been any change in Union Bag - Camp's
present dividend rate:
(d) By the Board of Directors of Union Bag - Camp, at any time
prior to the filing date if, in the opinion of such Board, the merger is
impracticable by reason of the possible exercise of such statutory
rights, if any, of appraisal and payment for stock as the stockholders
of River Raisin shall possess (provided that the merger shall not be
deemed impracticable unless objection and demand for payment shall have
been duly filed pursuant to the laws of Michigan by holders of more than
20,000 shares of River Raisin Capital Stock); or
(e) By the Board of Directors of Union Bag - Camp, at any time
after April 15, 1960 and prior to the filing date if any person:
(i) Was, in the opinion of counsel for Union Bag - Camp,
an affiliate of River Raisin as defined in paragraph (f) of Rule
133 of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, at the
time the merger was submitted to a vote of the stockholders of
River Raisin, and
(ii) Has failed for five (5) days after request therefor,
delivered to River Raisin by Union Bag Camp prior to the time
such vote is taken, to enter into an agreement with Union Bag -
Camp, satisfactory to its Board of Directors, representing and
warranting that he intends to hold for investment the Capital
Stock of the Corporation in which he acquires a beneficial
interest by reason of the merger, and indemnifying Union Bag -
Camp against any and all costs, liabilities and expense the
Corporation may incur under the Securities Act of 1933, as
amended, in connection with the merger in the event he fails to
retain such Capital Stock for at
6
<PAGE>
<PAGE>
least two (2) years after the merger becomes effective and he is
adjudged to be an underwriter under paragraph (c) of said
Rule 133.
In the event of termination and abandonment of these Articles of Merger
by the Board of Directors of either of the Constituent Corporations as above
provided, written notice shall be given to the other, and thereupon these
Articles of Merger shall become wholly void and of no effect and there shall be
no liability on the part of either of the Constituent Corporations or its Board
of Directors or stockholders.
8. Effectuation of Merger. These Articles of Merger shall be presented
to the stockholders of River Raisin at a special meeting called by its Board of
Directors and to be held not later than March 29, 1960. If approved by the
stockholders of River Raisin, these Articles of Merger shall be presented for
approval to the stockholders of Union Bag - Camp at their annual meeting to be
held April 12, 1960. If approved by the stockholders of Union Bag - Camp, these
Articles of Merger shall be filed with the State Corporation Commission of
Virginia and the Michigan Corporation and Securities Commission, but not sooner
than the close of business on April 22, 1960 nor later than the opening of
business on May 2, 1960. The date on which these Articles shall first be filed
in Virginia or Michigan is hereinabove sometimes referred to as the "filing
date".
9. Undertakings of Directors and Officers. Each director of Union Bag -
Camp executing these Articles of Merger thereby undertakes to vote the stock of
Union Bag - Camp held by him in favor of the merger when presented to the
stockholders of Union Bag - Camp for approval. Each director of River Raisin
executing these Articles of Merger thereby undertakes to vote the stock of River
Raisin held by him in favor of the merger when presented to the stockholders of
River Raisin for approval. Each director and each officer of River Raisin has
executed an agreement in the form of Exhibit B hereto wherein he represents and
warrants that he is acquiring the Union Bag - Camp Capital Stock issued to him
pursuant to the merger for the purpose of investment and not with a view to
distribution.
7
<PAGE>
<PAGE>
IN WITNESS WHEREOF, Union Bag - Camp Paper Corporation and River Raisin
Paper Company have caused these Articles of Merger to be signed, in two or more
counterparts, in their respective corporate names by their respective officers,
thereunto duly authorized, and have caused their respective seals to be hereunto
affixed and duly attested, and the undersigned directors of each of the said
corporations have signed and sealed these presents, all as of the day and year
first above written.
UNION BAG - CAMP PAPER CORPORATION
By ALEXANDER CALDER, JR.
President
[Corporate Seal of Union
Bag - Camp Paper Corporation]
Attest:
SYDNEY J. TAYLOR
Secretary
8
<PAGE>
<PAGE>
LAWRENCE D. BARNEY, EDWIN F. BLAIR, SYDNEY K. BRADLEY,
ALEXANDER CALDER, ALEXANDER CALDER, JR., LOUIS CALDER, JR.,
ROBERT G. CALDER, J. L. CAMP, JR., HUGH D. CAMP, JOHN M. CAMP,
W. M. CAMP, THOMAS T. DUNN, ALBERT S. FOOTE, ROBERT W. GROVES,
D.J. HARDENBROOK, W. PAUL STILLMAN and HOMER A. VILAS.
..............................
Lawrence D. Barney
..............................
Edwin F. Blair
..............................
Sydney K. Bradley
..............................
Alexander Calder
..............................
Alexander Calder, Jr.
..............................
Louis Calder, Jr.
..............................
Robert G. Calder
..............................
J. L. Camp, Jr.
..............................
Hugh D. Camp
..............................
John M. Camp
..............................
W. M. Camp
..............................
Thomas T. Dunn
..............................
Albert S. Foote
..............................
Robert W. Groves
..............................
D. J. Hardenbrook
..............................
W. Paul Stillman
..............................
Homer A. Vilas
being all or a majority of their number.
RIVER RAISIN PAPER COMPANY
By
[Corporate Seal of River Raisin Paper Company] President
9
<PAGE>
<PAGE>
Attest:
Secretary
ARTHUR J. GOETZ, HAL A. KROEGER, H. L. LAMB, E. C. RONEY,
ALBERT W. SCHULTE, W. P. SMITH and CHAS. L. WOOD.
..............................
Arthur J. Goetz
..............................
Hal A. Kroeger
..............................
H. L. Lamb
..............................
E. C. Roney
..............................
Albert W. Schulte
..............................
W. P. Smith
..............................
Chas. L. Wood
being all or a majority of their number.
10
<PAGE>
<PAGE>
EXHIBIT A
CHARTER
OF
UNION BAG - CAMP PAPER CORPORATION
---------------------
ARTICLE I
The name of the Corporation is UNION BAG - CAMP PAPER
CORPORATION.
ARTICLE II
The purpose for which the Corporation is organized is to acquire, own,
hold, use, produce, mine, manufacture, process, distribute, mortgage, sell and
generally deal in timber, lumber, wood, pulp, board, paper, minerals, metals,
chemicals and all products made wholly or partly thereof or therefrom, and all
other real and personal property of every kind, without limitation. The
Corporation shall have all corporate powers provided by Virginia law, including
the power to acquire and hold or guarantee securities of other corporations, but
shall not have the powers of a bank, insurance company, railroad or other public
service company.
ARTICLE III
The maximum amount of the Capital Stock of the Corporation is to be
$66,666,666 2/3, and the minimum amount is to be $10,000,000; and the Capital
Stock is to be divided into shares of the par value of $6 2/3 per share. Each
outstanding share of Capital Stock shall be entitled to one vote on each matter
submitted to a vote at any meeting of the stockholders of the corporation.
ARTICLE IV
All stock of the Corporation, whether now or hereafter authorized, may
be issued from time to time for such consideration as may be fixed from time to
time by the Board of Directors.
ARTICLE V
All corporate powers shall be exercised by the Board of Directors,
except as otherwise required by statute or by the charter as at the time
amended.
The Board of Directors shall have the power to make and alter the
by-laws.
11
<PAGE>
<PAGE>
The Board of Directors shall have the right to prescribe reasonable
rules and regulations governing any inspection of the books and records by the
stockholders.
ARTICLE VI
The principal office of the Corporation shall be in the County of Isle
of Wight, Virginia, and its post office address shall be Franklin, Virginia.
ARTICLE VII
The amount of real estate to which the holdings of the Corporation are
limited is 10,000,000 acres.
12
<PAGE>
<PAGE>
EXHIBIT B
UNION BAG - CAMP PAPER CORPORATION
233 Broadway
New York 7, N. Y.
January , 1960
Dear Sirs:
Each of the undersigned hereby severally represents and warrants that,
in the event of the merger of River Raisin Paper Company into and with Union Bag
- - Camp Paper Corporation pursuant to the offer made today by River Raisin, he
will acquire the stock of Union Bag - Camp issued to him in connection with such
merger for investment and not with a view to distribution.
Very truly yours,
..............................
Chas. L. Wood
..............................
Albert W. Schulte
..............................
H. L. Lamb
..............................
W. P. Smith
..............................
Hobart V. Hodge
..............................
Warren M. Pellot
..............................
Arthur J. Goetz
..............................
Hal A. Kroeger
..............................
E. C. Roney
..............................
Fred B. Attwood
..............................
Lawrence P. Jones
..............................
Gerald H. Schuster
13
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION CAMP CORPORATION
1. On January 27, 1976, the Board of Directors of Union Camp
Corporation (the "Corporation") found that the following proposed amendment of
its articles of incorporation was in the best interests of the Corporation and
directed that it be submitted to a vote at a meeting of the stockholders of the
Corporation:
RESOLVED, that it is hereby declared to be in the best
interests of this Corporation that the Articles of Incorporation
of this Corporation, as heretofore amended, be further amended:
(A) To increase the authorized capital stock of the
Corporation by amending the first paragraph of Article III of
such Articles of Incorporation to read as follows:
"The total number of shares of authorized capital stock of
the Corporation is forty-six million (46,000,000), of which one
million (1,000,000) shall be shares of Preferred Stock, having a
par value of $1 per share, and forty-five million (45,000,000)
shall be shares of Common Stock, having a par value of $1 per
share."
(B) Two change each two (2) shares of Common Stock, of the
par value of $1 per share, which shall have been issued prior to
the close of business on the effective date of this amendment
into three (3) issued shares of Common Stock, of the par value of
$1 per share.
2. On March 26, 1976, notice of such meeting was given to each
stockholder of record entitled to vote at the meeting. Such notice was given in
the manner provided in the Virginia Stock Corporation Act and was accompanied by
a copy of the proposed amendment.
3. On April 27, 1976, the meeting of the stockholders was held
and the amendment proposed by the Board of Directors, as set forth above, was
adopted by a vote of the stockholders.
4. The number of shares outstanding and entitled to
vote on the proposed amendment and the number of shares voted for
and against the amendment were as follows:
Outstanding and Shares Voted:
Entitled to Vote For Against
---------------- --- -------
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common 15,133,019 13,443,924 35,047
---------- -------
Preferred None
</TABLE>
5. On the effective date of the amendment the stated capital of
the Corporation will be Twenty-Five Million Fourteen Thousand Seven Hundred
Eleven Dollars ($25,014,711). The increase in the stated capital is to be
effected by a transfer of Eight Million Three Hundred Thirty-Eight Thousand Two
Hundred Thirty-Seven Dollars ($8,338,237) from capital surplus (Capital in
Excess of Par Value Account) to stated capital (Common Stock Account).
Executed in the name of the Corporation by the Chairman of the
Board of Directors of the Corporation, its President or a Vice President and its
Secretary or Assistant Secretary who declare under the penalties of perjury that
the facts stated therein are true.
Dated: April 27, 1976.
UNION CAMP CORPORATION
By
---------------------------------------
President
And
------------------------------------------
Secretary
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION CAMP CORPORATION
1. On January 28, 1969, the Board of Directors of the corporation
found that the following proposed amendment of its articles of incorporation was
in the best interests of the corporation and directed that it be submitted to a
vote of the stockholders:
RESOLVED, that it is in the best interests of the
Corporation that the first paragraph of Article III of the
Articles of Incorporation be amended to read as follows:
"The total number of shares of authorized capital stock of
the Corporation is thirty-one million (31,000,000), of which one
million (1,000,000) shall be shares of Preferred Stock, having a
par value of $1 per share and thirty million (30,000,000) shall
be shares of Common Stock, having a par value of $1 per share. At
the close of business on the effective date of this amendment
each issued share of Common Stock, of the par value of $1 per
share, shall be changed into two (2) issued shares of Common
Stock, of the par value of $1 per share."
2. On March 27, 1969, being not less than twenty-five (25) days
nor more than fifty (50) days before the meeting of the stockholders to act upon
the proposed amendment, written notice of the meeting was given personally or by
mail to each stockholder of record entitled to vote on the proposed amendment.
The notice stated the place, day and hour of the meeting and the purpose or
purposes for which it was called, and was accompanied by a copy of the proposed
amendment.
3. On April 29, 1969, the meeting of the stockholders
was held and the amendment proposed by the Board of Directors, as
set forth above, was adopted by the stockholders.
<PAGE>
<PAGE>
4. The number of shares of stock of the corporation outstanding
on the record date, the number of shares entitled to vote on the proposed
amendment and the number of shares voted for and against the amendment were as
follows:
<TABLE>
<S> <C>
Shares of Common Stock outstanding: 7,486,042
Shares of Preferred Stock outstanding none outstanding
but not entitled to vote
Number of Shares entitled to vote: 7,486,042
Shares voted:
For: 6,801,335
Against: 13,654
</TABLE>
5. On the effective date of the amendment the stated capital of
the corporation will be Fifteen million six hundred seventy six thousand four
hundred seventy four Dollars ($15,676,474). The increase in the stated capital
is to be effected by a transfer of Seven million eight hundred thirty eight
thousand two hundred thirty seven Dollars ($7,838,237) from Capital in Excess of
Par Value Account to Common Stock Account.
Executed in the name of the corporation by its President or a
Vice President and its Secretary or Assistant Secretary who declare under the
penalties of perjury that the facts stated therein are true.
Dated: April 29, 1969.
UNION CAMP CORPORATION
By
--------------------------------
Senior Vice President
And
-------------------------------------
Assistant Secretary
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UNION CAMP CORPORATION
1. The effect of resolutions of the Board of Directors of this
corporation adopted on January 30, 1968 and February 27, 1968 was that the Board
of Directors of this corporation found that the best interests of the
corporation would be served by amending Article III of the Articles of
Incorporation to read as set forth in the form attached hereto as "Exhibit A".
It was further directed that the proposed amendment be submitted to a vote of
the stockholders.
2. Between March 26, 1968 and March 28, 1968, inclusive, being
not less than twenty-five (25) days nor more than fifty (50) days before the
meeting of stockholders to act upon the proposed amendment, written notice of
the meeting was given by mail to each stockholder of record entitled to vote on
the proposed amendment. The notice stated the place, date and time of the
meeting and the purposes for which it was called and was accompanied by a copy
of the proposed amendment.
3. On April 30, 1968, the meeting of stockholders was
held and the amendment proposed by the Board of Directors, as set
forth above, was adopted by the stockholders.
4. On the record date there were issued and
outstanding 7,481,783 shares (exclusive of shares held in the Treasury) of the
only class of stock of the corporation. Each of these shares was entitled to
vote on the proposed amendment.
<PAGE>
<PAGE>
5. As to that portion of the proposed amendment to Article III
dealing with Preemptive Rights, which portion was voted on separately, the
number of shares voted for and against were as follows:
<TABLE>
<S> <C> <C> <C>
Shares voted: FOR 5,411,278
Shares voted: AGAINST 350,540
</TABLE>
6. As to the balance of said proposed amendment to
Article III, which was also voted on separately, the number of
shares voted for and against were as follows:
<TABLE>
<S> <C> <C> <C>
Shares voted: FOR 5,620,727
Shares voted: AGAINST 156,697
</TABLE>
Executed in the name of the corporation by its Vice President and
its Assistant Secretary, who declare under penalties of perjury that the facts
hereinabove stated are true.
UNION CAMP CORPORATION
By
--------------------------------
Vice President
And
--------------------------------------
Assistant Secretary
<PAGE>
<PAGE>
ARTICLE III
The total number of shares of authorized capital stock of the
Corporation is sixteen million (16,000,000), of which one million (1,000,000)
shall be shares of Preferred Stock having a par value of $1 per share and
fifteen million (15,000,000) shall be shares of Common Stock having a par value
of $1 per share. Upon the effective date of this amendment each share of Capital
Stock of a par value of $6 2/3 per share formerly issued and outstanding shall
be a share of Common Stock of a par value of $1 per share.
A. PREFERRED STOCK
1. Preferred Stock may be issued from time to time in one or more
series, each of such series to have such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as are stated and expressed in this Article and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors as hereinafter provided.
2. Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article, to authorize the issue of one or more
series of Preferred Stock and with respect to each series to fix by resolution
or resolutions providing for the issue of such series, to the full extent now or
hereafter permitted by the laws of the Commonwealth of Virginia:
(a) The number of shares to constitute such series and
the distinctive designation thereof;
(b) The dividend rate or rates on the shares of such series and
any restrictions, limitations or conditions upon the payment of such dividends;
whether dividends shall be cumulative and, if so, from which date or dates, or
the basis for determining from which date or dates;
(c) Whether or not the shares of such series shall be redeemable
and, if so, the time or times and the price or prices at which and the other
terms and conditions on which the shares may be redeemed;
(d) The payments or other distributions in addition to any
accrued dividends thereon which the holders of shares of such series shall be
entitled to receive upon the voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;
(e) Whether or not the shares of such series shall be subject to
the operation of a purchase, retirement, sinking or other analogous fund and, if
so, the terms and conditions thereof;
(f) Whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes of stock or shares
of any other series of stock or any other securities and, if so, the price or
prices or rate or rates
<PAGE>
<PAGE>
of exchange and any adjustments thereof and the other terms and conditions of
such conversion or exchange;
(g) Whether or not the shares of such series shall have any
voting powers, which in any case shall be noncumulative, other than those
provided for in subparagraphs A5(b) and A5(c) and paragraph A6 of this Article,
and, if so, the extent thereof.
3. All shares of any one series of Preferred Stock shall be identical
with each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative; and all shares of Preferred Stock shall rank equally and be
identical in all respects, except as permitted by the provisions of paragraph A2
of this Article.
4. In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation shall be made to or set apart for
the holders of shares of any class or classes of stock of the Corporation
ranking junior to the Preferred Stock, the holders of the shares of each series
of the Preferred Stock shall be entitled to receive payment of the amount per
share fixed by the Board of Directors in the resolution or resolutions
authorizing the issuance of the shares of such series, plus an amount equal to
all dividends accrued thereon to the date of final distribution to such holders,
but they shall be entitled to no further payment. If, upon any liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation, or
proceeds thereof, distributable among the holders of the shares of the Preferred
Stock shall be insufficient to pay in full the preferential amount aforesaid,
then such assets, or the proceeds thereof, shall be distributed among such
holders ratable in accordance with the respective amounts which would be payable
on such shares if all amounts payable thereon were paid in full. For the
purposes of this paragraph A4, the sale, conveyance, exchange or transfer (for
cash, shares of stock, other securities or other consideration) of all or
substantially all of the property or assets of the Corporation or a
consolidation or merger of the Corporation with one or more corporations shall
not be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary.
5. So long as any of the Preferred Stock is outstanding,
the Corporation:
(a) will not declare or pay, or set apart for payment, any
dividends (other than dividends payable in shares of any class or
classes of stock of the Corporation ranking junior to the Preferred
Stock), or make any distribution, on any class or classes of stock of
the Corporation ranking junion to the Preferred Stock, and will not
redeem, purchase or otherwise acquire, directly or indirectly, whether
voluntarily, for a sinking fund, or otherwise, any shares of any class
or classes of stock of the Corporation ranking junior to the Preferred
Stock, if at the time of making such declaration, payment, setting
apart, distribution, redemption, purchase or acquisition the Corporation
shall be in default with respect
<PAGE>
<PAGE>
to any dividend payable on or any obligation to retire
shares of Preferred Stock provided that, notwithstanding the
foregoing, the Corporation may at any time redeem,
purchase or otherwise acquire shares of stock of any such junior class
in exchange for, or out of the net cash proceeds from the concurrent
sale of, other shares of stock of any such junior class;
(b) will not, without the affirmative vote of the holders of more
than 66 2/3% of the shares of Preferred Stock at the time outstanding,
given in person or by proxy, at a meeting called for the purpose, at
which the holders of the Preferred Stock, regardless of series, shall
vote separately as a class, or the written consent of the holders of all
the outstanding shares of Preferred Stock (i) create any other class or
classes of stock ranking prior to the Preferred Stock either as to
dividends or liquidation, or increase the authorized number of shares of
any such other class of stock, or (ii) amend, alter or repeal any of the
provisions of this Article so as adversely to affect the preferences,
rights or powers of the Preferred Stock; and
(c) will not, without the affirmative vote of the holders of more
than 66 2/3% of the shares of any adversely affected series of the
Preferred Stock at the time outstanding, given in person or by proxy, at
a meeting called for the purpose or the written consent of the holders
of all the outstanding shares of such series (the holders of such series
of the Preferred Stock consenting or voting, as the case may be,
separately as a class), amend, alter or repeal any of the provisions
herein or in the resolution or resolutions adopted by the Board of
Directors authorizing the issue of such series so as adversely to affect
the preferences, rights or powers of the Preferred Stock of such series.
6. If and whenever dividends on the Preferred Stock shall be in arrears
and the arrears shall aggregate an amount at least equal to six quarterly
dividends upon such shares, the holders of the Preferred Stock, voting
separately as a class regardless of series, shall be entitled, at any annual
meeting of stockholders or special meeting held in lieu thereof, or at a special
meeting of the holders of the Preferred Stock called as hereinafter provided, to
elect two directors. At any time while the holders of the Preferred Stock,
voting as a class, are entitled to elect two directors as herein provided, they
shall not be entitled to participate with the holders of the Common Stock in the
election of any other directors. Whenever all arrears in dividends on the
Preferred Stock then outstanding shall have been paid and dividends thereon for
the then current dividend period shall have been paid, or declared and a sum
sufficient in payment thereof set apart, the right of the holders of the
Preferred Stock to elect two directors shall cease, subject always to the same
provisions for the vesting of such voting rights in the case of any similar
future arrearages in dividends.
<PAGE>
<PAGE>
At any time after such voting power shall have been so vested in the
holders of the Preferred Stock the Secretary of the Corporation may, and, upon
the written request of the holders of record of 10% or more of the Preferred
Stock then outstanding addressed to him at the principal office of the
Corporation in the United States shall, call a special meeting of the holders of
the Preferred Stock for the election of the directors to be elected by them to
be held within 30 days after such call and at the place and upon the notice
provided by law and in the By-Laws for the holding of meetings of stockholders;
provided, however, that the Secretary shall not be required to call such special
meeting in the case of any such request received less than 90 days before the
date fixed for any annual meeting of stockholders or special meeting held in
lieu thereof. If any such special meeting required to be called as provided
shall not be called by the Secretary within 30 days after the receipt of any
such request, then the holders of record of 10% or more of the Preferred Stock
then outstanding may designate in writing one of their number to call such
meeting, and the person so designated may call such meeting to be held at the
place and upon the notice above provided and for that purpose shall have access
to the stock ledger of the Corporation. No such special meeting and no
adjournment thereof shall be held on a date later than 30 days before the annual
meeting of the stockholders or special meeting held in lieu thereof next
succeeding the time when the holders of the Preferred Stock become entitled to
elect directors as above provided. If any such special meeting shall be called
as above provided, or if the holders of Preferred Stock shall become entitled to
elect directors as above provided at any annual meeting of stockholders or
special meeting held in lieu thereof, then, by vote of the holders of at least a
majority of the shares of the Preferred Stock which are present or represented
by proxy at such meeting, the then authorized number of directors of the
Corporation shall be increased by two, and at such meeting, and at all
subsequent annual meetings of stockholders or special meetings held in lieu
thereof until the holders of the Preferred Stock shall be divested of such
voting power as above provided, the holders of the Preferred Stock shall be
entitled to elect the additional directors so provided for, but any directors so
elected shall not hold office beyond the next annual meeting of stockholders or
special meeting held in lieu thereof next succeeding the meeting at which such
directors are elected. Whenever the holders of the Preferred Stock shall be
divested of the voting power as above provided, the terms of office of all
persons elected as directors by the holders of the Preferred Stock as a class
shall forthwith terminate and the number of the Board of Directors shall be
reduced accordingly.
7. The holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors, out of any funds legally available
therefor, preferential cash dividends, at the rate or rates fixed by the Board
of Directors in the resolution or resolutions authorizing the various series of
Preferred Stock, payable in equal quarterly installments on the first day of
February, May, August and November of each year. Dividends in full shall not be
declared or paid or set apart for payment on the Preferred Stock of any one
series for a dividend period terminating on any dividend date unless dividends
in full have been declared or paid or set apart for payment on the Preferred
Stock of all series
<PAGE>
<PAGE>
(other than series with respect to which dividends are not
cumulative from a date prior to such dividend date) for the respective dividend
periods terminating on such dividend date. When the dividends are not paid in
full on all series of the Preferred Stock, the shares of all series shall share
ratably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if all dividends
were declared and paid in full. Accruals of dividends shall not bear interest.
B. COMMON STOCK
1. Except as provided by the laws of the Commonwealth of Virginia, by
these Articles of Incorporation or by the resolution or resolutions of the Board
of Directors of the Corporation authorizing any series of Preferred Stock, the
exclusive voting power for all purposes shall be vested in the holders of Common
Stock. Should the affirmative vote or written consent of the holders of
Preferred Stock or any series of Preferred Stock at the time outstanding be
required for any purpose, the vote or consent of the holders of Common Stock
shall not also be required unless the action to be taken would adversely affect
the preferences, rights or powers of the Common Stock or unless such vote or
consent or holders of Common Stock would be required even if there were no
Preferred Stock.
2. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the Common Stock shall be entitled, after payment or
provision for payment of the debts and other liabilities of the Corporation and
the amounts to which the holders of the Preferred Stock shall be entitled, to
share ratably in the remaining net assets of the Corporation.
PREEMPTIVE RIGHTS
No stockholder shall have any preemptive or preferential right to
subscribe for or purchase any of the authorized shares of stock of the
Corporation, whether unissued or in the treasury, or any obligations or other
securities convertible into or carrying any option or other right to subscribe
for or purchase any of said shares of the stock of the Corporation, or any
optional or other right to subscribe for or purchase any of the foregoing,
whether the same be issued for cash, property, services or otherwise and
whenever the same may be issued or sold.
<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
UNION BAG-CAMP PAPER CORPORATION
1. On January 25, 1966, the Board of Directors of the corporation found
that the following proposed amendment of its articles of incorporation was in
the best interests of the corporation and directed that it be submitted to a
vote of the stockholders:
RESOLVED, That, in the judgment of the Board of Directors of the
Union Bag-Camp Paper Corporation, it is deemed advisable to amend the
Charter so as to change the name of the Company from Union Bag-Camp
Paper Corporation, its present name, to Union Camp Corporation, and that
to that end Article I be changed to read as follows:
"ARTICLE I
"The name of the Corporation is
Union Camp Corporation."
2. On March 29, 1966, being not less than twenty-five (25) days nor more
than fifty (50) days before the meeting of the stockholders to act upon the
proposed amendment, written notice of the meeting was given personally or by
mail to each stockholder of record entitled to vote on the proposed amendment.
The notice stated the place, day and hour of the meeting and the purpose or
purposes for which it was called, and was accompanied by a copy of the proposed
amendment.
3. On April 26, 1966, the meeting of the stockholders [not legible] on
the record date, the number of shares entitled to vote on the proposed
amendment, the number of shares voted for and against the amendment, the number
of shares of each class or series entitled to vote as a class, and the number of
shares of each such class or series voted for or against the amendment were as
follows:
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<PAGE>
Shares outstanding, all classes, 7,671,557.
Shares entitled to vote, all classes, 7,671,557.
Shares, all classes, voted: FOR 6,808,746; AGAINST 13,730.
Executed in the name of the corporation by its President or a
Vice President and its Secretary or Assistant Secretary who declare under the
penalties of perjury that the facts stated therein are true.
Dated April 26, 1966.
UNION BAG-CAMP PAPER CORPORATION
By _____________________________
Vice President
And ____________________________
Secretary
<PAGE>
<PAGE>
ARTICLES OF MERGER
OF VIRGINIA AND FOREIGN CORPORATIONS
The undersigned corporation, pursuant to Section 13.1-76 of the Code of
Virginia, hereby execute the following Articles of Merger.
ONE
The names of the corporations proposing to merge and the names of the
States under the laws of which such corporations are incorporated, are as
follows:
<TABLE>
<CAPTION>
Name of the Corporation State of Incorporation
----------------------- ----------------------
<S> <C>
Union Bag-Camp Paper Corporation
(hereinafter sometimes called
"Union") Virginia
Highland Container Company
(hereinafter sometimes called
"Highland") North Carolina
</TABLE>
TWO
The laws of North Carolina, the State under which the foreign
corporation is organized, permit such merger.
THREE
The name of the surviving corporation shall be Union Bag-Camp Paper
Corporation, and it shall be a corporation of the Commonwealth of Virginia.
FOUR
The plan of merger is as follows:
A. Highland Container Company ("HIGHLAND"), is a
corporation duly incorporated and existing under the laws of the State of
North Carolina.
B. Union Bag-Camp Paper Corporation ("UNION") is a
corporation duly incorporated and existing under the laws of the
Commonwealth of Virginia.
<PAGE>
<PAGE>
C. UNION owns and holds all shares of Common Capital Stock
(hereinafter called the "Capital Stock") of HIGHLAND.
D. The terms and conditions of the merger and the mode of carrying the
same into effect, and the manner and basis of converting the shares of the
merged corporation into shares of the surviving corporation, shall be as
follows:
1. HIGHLAND shall be merged into UNION, the surviving
corporation, which corporation shall retain the name Union Bag-Camp Paper
Corporation.
2. Said merger shall be effected under and pursuant to the
provisions of ARTICLE VIII of the Business Corporation Act of the State of North
Carolina, and under and pursuant to the provisions of Section 13.1-76 of the
Stock Corporation Act of the Commonwealth of Virginia.
3. Articles of Merger shall be executed and filed in accordance
with the provisions of said Article VIII of the Business Corporation Act of the
State of North Carolina and said Section 13.1-76 of the Stock Corporation Act of
the Commonwealth of Virginia.
4. The manner of converting the shares of HIGHLAND
into shares of said UNION shall be as follows:
Upon consummation of the merger, all shares of
Capital Stock of HIGHLAND shall be surrendered for cancellation, and shall be
cancelled; and shall be and become merged into and represented by the presently
outstanding shares of UNION, the surviving corporation.
5. No increase in the capital of said surviving
corporation is hereby contemplated.
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<PAGE>
E. The surviving corporation shall be vested with all the property,
rights, privileges, franchises, leases, contracts, patents, trademarks,
licenses, registrations, and other assets of every kind and description of said
HIGHLAND without further act or deed, and shall be responsible for all the
liabilities and obligations of said HIGHLAND as well as all liabilities and
obligations of said UNION.
FIVE
The Board of Directors of UNION, a Virginia corporation, approved in the
manner provided by the Virginia Stock Corporation Act the foregoing plan at a
meeting of said Board held on November 6, 1959.
SIX
HIGHLAND has 78,000 shares of common capital stock outstanding, all of
which are owned by Union Bag-Camp Paper Corporation. HIGHLAND has no other class
of stock outstanding.
SEVEN
All conditions required by the laws of the Commonwealth of Virginia and
the State of North Carolina applicable to the proposed merger have been
satisfied.
IN WITNESS WHEREOF, each of the corporations has caused these articles
to be executed in its name by its President and its Assistant Secretary, as of
the ____ day of ___________, 1959.
UNION BAG-CAMP PAPER CORPORATION
By ____________________________
President
By ____________________________
Assistant Secretary
<PAGE>
<PAGE>
HIGHLAND CONTAINER COMPANY
By _____________________________
President
By _____________________________
Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Before me, a Notary Public of the State of New York
personally appeared A. Calder, Jr. and Walter C. Taylor, Jr.
who, being duly sworn, did depose and say that they are
respectively the President and Assistant Secretary of UNION BAG-CAMP PAPER
CORPORATION, a corporation, created and existing under the laws of the
Commonwealth of Virginia; that as such officers they executed the attached
Articles of Merger as and for the act and deed of said corporation, acting under
authority of the Board of Directors thereof; that they saw the corporate seal of
the said corporation affixed thereto, and that the seal so affixed is the common
and corporate seal of the said corporation and that the statements contained in
said Articles of Merger are true and correct to the best of their knowledge and
belief.
---------------------------
Sworn to and subscribed President
before me this ____ day of
________________, 1959.
----------------------------
Assistant Secretary
- ----------------------------
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF GUILFORD )
Before me, a Notary Public of the State of North Carolina,
personally appeared J. T. Harrison and Ralph E. Bell who, being duly sworn, did
depose and say that they are respectively the President and Assistant Secretary
of HIGHLAND CONTAINER COMPANY, a corporation, created and existing under the
laws of the State of North Carolina; that on November 19, 1959, he Directors of
HIGHLAND CONTAINER COMPANY in meeting duly called and held at High Point in the
State of North Carolina, unanimously approved the foregoing articles of merger
of HIGHLAND CONTAINER COMPANY and UNION BAG - CAMP PAPER CORPORATION; and that
on the same day at a meeting of the Shareholders of HIGHLAND CONTAINER COMPANY,
all the Capital Stock of HIGHLAND CONTAINER COMPANY
<PAGE>
<PAGE>
consisting of 78,000 shares of Capital Common Stock were voted
in favor of approval of said articles of merger; that HIGHLAND
CONTAINER COMPANY had no other Capital Stock issued and
outstanding on the date of aforesaid meeting of the Directors and Stockholders;
that on said date all the outstanding capital stock of HIGHLAND CONTAINER
COMPANY was owned by UNION BAG - CAMP PAPER CORPORATION; that as such officers
they executed the above and foregoing articles of Merger as and for the act and
deed of said corporation, acting under authority of the Board of Directors
thereof; that they saw the corporate seal of the said corporation affixed
thereto, and that the seal so affixed is the common and corporate seal of the
said corporation and that the statements contained in said Articles of Merger
are true and correct to the best of their knowledge and belief.
------------------------
President
Sworn to and subscribed before me
this ______ day of ___________, 1959. ________________________
Assistant Secretary
- ------------------------------------
<PAGE>
<PAGE>
ARTICLES OF MERGER OF RIVER RAISIN PAPER COMPANY INTO
UNION BAG - CAMP PAPER CORPORATION
(a) The plan of merger of River Raisin Paper Company into Union Bag -
Camp Paper Corporation shall be as set forth in Annex I hereto.
(b) A meeting of the Board of Directors of Union Bag - Camp Paper
Corporation was held on January 26, 1960 at which said plan of merger was
approved; on March 10, 1960 notice of submission of said plan of merger to the
stockholders of said corporation was given in the manner provided in the
Virginia Stock Corporation Act and was accompanied by a copy of said plan of
merger; and at the annual meeting of said stockholders held on April 12, 1960
said plan of merger was adopted by said stockholders.
(c) At the close of business on February 29, 1960, the record date fixed
by the Board of Directors of said corporation for the determination of
stockholders entitled to vote at said annual meeting, there were outstanding
7,382,744 shares of Capital Stock of the par value of $6 2/3 each of said
corporation all of which were entitled to vote upon said plan of merger.
(d) At said annual meeting 6,323,784 shares of said Capital Stock were
voted for said plan of merger and 24,071 shares of said Capital Stock were voted
against said plan of merger.
(e) The stated capital of Union Bag - Camp Paper Corporation on the
effective date of the merger contemplated by said plan of merger will be
$51,821,180 plus, in the event said merger becomes effective after May 31, 1960
$6 2/3 for each share of such Capital Stock issued after that date pursuant to
stock options outstanding under the Employee Stock Option Plan of said
corporation.
(f) Said merger is permitted by the laws of Michigan.
(g) All conditions required by the laws of Michigan with respect to said
merger have been satisfied.
In Witness Whereof, Union Bag - Camp Paper Corporation and River Raisin
Paper Company have caused these Articles of Merger to be signed this 29th day of
April, 1960, in their respective names by their respective proper officers,
thereunto duly authorized, who declare under penalty of perjury that the facts
stated therein are true.
UNION BAG - CAMP PAPER CORPORATION
By _______________________________
Vice President
----------------------------------
Assistant Secretary
<PAGE>
<PAGE>
RIVER RAISIN PAPER COMPANY
By ______________________________
Vice President
----------------------------------
Secretary
<PAGE>
<PAGE>
ANNEX I
THESE ARTICLES OF MERGER, made and entered into this 26th day of
January, 1960, by and between Union Bag - Camp Paper Corporation (hereinafter
sometimes called "Union Bag - Camp") and the Directors thereof, parties of the
first part, and River Raisin Paper Company (hereinafter sometimes called "River
Raisin") and the Directors thereof, parties of the second part;
Union Bag - Camp is a Virginia corporation, organized under the laws of
Virginia pursuant to an agreement of merger recorded October 30, 1944, between
Camp Manufacturing Company, a Virginia corporation, and Chesapeake-Camp
Corporation, a Virginia corporation, under the name of Chesapeake-Camp
Corporation. Its name was changed to Camp Manufacturing Company, Incorporated,
by an amendment to its charter on July 14, 1945, and its charter was
subsequently amended on the 16th day of December, 1946. Its name was further
changed to Union Bag - Camp Paper Corporation, and its charter was further
amended, pursuant to an agreement of merger with Union Bag & Paper Corporation
recorded July 12, 1956. Its executive offices are at 233 Broadway, New York, New
York, and its principal office is located in the County of Isle of Wight, near
Franklin, Virginia. Under its charter its total authorized capital stock
consists of 10,000,000 shares of the par value of $6 2/3 each, of which
7,382,930 shares are outstanding on the date of these Articles.
River Raising is a Michigan corporation, organized under the laws of
Michigan pursuant to Articles of Incorporation dated June 24, 1910, and its
corporate term was extended on June 19, 1940. Its Capital Stock was increased on
July 29, 1910, December 29, 1916, February 16, 1917 and January 31, 1921. Its
charter was amended on January 31, 1921, August 26, 1926 and April 14, 1942. Its
principal office, and its executive officers, are located in the City of Monroe,
Monroe County, Michigan. Under its charter its total authorized capital stock
consists of 500,000 shares of the par value of $5 each, of which 463,215 shares
are outstanding on the date of these Articles.
Union Bag - Camp and River Raisin (hereinafter sometimes referred to as
the "Constituent Corporations") were organized for such purposes as permit their
merger in accordance with the laws of Virginia and Michigan.
The respective Boards of Directors of the Constituent Corporations, in
pursuance of the plan of reorganization of both of said Corporations, deem it
desirable, to the end that wider diversification of business and product, more
efficient use of facilities and greater economies in operation may be realized
and otherwise and generally for the advantage and welfare of the said
Corporations and their several and respective stockholders, to merge River
Raisin into Union Bag - Camp, under and pursuant to the laws of the State of
Michigan and of the Commonwealth of Virginia and the plan of merger hereinafter
described, all as hereinafter provided.
<PAGE>
<PAGE>
NOW, THEREFORE, THESE ARTICLES WITNESSETH: That in consideration of the
premises and of the mutual agreements, provisions, covenants and promises herein
contained, it is hereby agreed by and between the parties hereto that River
Raisin shall be merged into Union Bag - Camp, and Union Bag - Camp shall
continue in existence as the surviving corporation under the laws of Virginia
with the name of Union Bag - Camp Paper Corporation (hereinafter referred to as
the "Corporation"). The parties hereto, by these presents, hereby prescribe the
terms and conditions of the said merger and the mode of carrying the same into
effect, which terms and conditions and mode of carrying the same into effect the
parties hereto do mutually and severally agree and covenant to observe, keep and
perform: that is to say:
ARTICLE I
The charter of Union Bag - Camp as heretofore amended, and as set forth
in Exhibit A hereto, shall continue in effect as the charter of the Corporation
after the merger becomes effective and until further amended pursuant to the
laws of Virginia.
ARTICLE II
After the merger becomes effective and until otherwise determined by the
Board of Directors of the Corporation, the business of River Raisin shall be
continued as a division of the Corporation under the River Raisin name.
ARTICLE III
1. Merger Subject to Approval. These Articles of Merger are entered into
subject to the approval of, and shall be submitted to, the stockholders of the
respective Constituent Corporations, as provided by law, at meetings which shall
be held as hereinafter provided, and subject to written approval of The
Prudential Insurance Company of America, as required by outstanding loan
agreements with River Raisin, to be given prior to the filing date, as same is
defined in Section 8 of this Article III. The Constituent Corporations shall do
all such other acts and things as shall be necessary or desirable in order to
effectuate the merger.
2. Effect of Merger upon Stock of Constituent Corporations.
When the merger becomes effective:
(a) Each share of Capital Stock (par value $6 2/3 per share) of
Union Bag - Camp, which shall be issued and outstanding shall continue
to be one share of Capital Stock (par value $6 2/3 per share) of the
Corporation; and
(b) Each share of Capital Stock of River Raisin (par value $5 per
share) which shall be issued and outstanding (excluding any shares then
held in the treasury of River Raisin, which shares shall cease to exist
and shall be cancelled) shall be thereby converted into five-sixths
(5/6) of a share of Capital Stock (par value $6 2/3 per share) of the
Corporation.
<PAGE>
<PAGE>
At any time after the date of issuance of a Certificate of Merger by the
State Corporation Commission of Virginia, each holder of an outstanding
certificate or certificates theretofore representing Capital Stock of River
Raisin may surrender the same to the Corporation, and such holder shall be
entitled, upon such surrender, to receive in exchange therefore a certificate or
certificates representing the number of full shares of Capital Stock of the
Corporation into which the shares of stock of River Raisin theretofore
represented by the certificate or certificates so surrendered shall have been
converted as aforesaid. Such exchange shall be at the expense of the
Corporation. Until so surrendered, each outstanding certificate which prior to
the effective date of the merger, represented shares of stock of River Raisin
shall be deemed for all corporate purposes to evidence ownership of the full
shares of stock of the Corporation into which the same shall have been so
converted; provided, however, that no dividend payable to the holders of record
of Capital Stock of the Corporation as of any date after the merger becomes
effective shall be paid to a holder of a River Raisin certificate or
certificates until such certificate or certificates shall be surrendered, but
upon surrender of any such certificate or certificates, the amount of dividends
which have theretofore become payable but have not been paid with respect to the
number of full shares of Capital Stock of the Corporation represented by such
certificate or certificates shall be paid to the holder in whose name the
certificate or certificates for Capital Stock of the Corporation shall be
issued.
The Corporation shall not be required to issue a certificate for any
fraction of a share of its Capital Stock resulting from conversion of River
Raisin Capital Stock. After the date of issuance of a Certificate of Merger by
the State Corporation Commission of Virginia, and until June 30, 1960, the
Corporation shall make arrangements, at the expense of the Corporation, for the
sale of fractional shares and for the completion of full shares by the purchase
of additional fractional shares. Pursuant to such arrangements, all fractional
shares not sold or completed prior to July 1, 1960 shall be sold on that date
for the account of the holders thereof.
3. Restrictions on Action by River Raisin. Unless these
Articles of Merger shall be terminated and abandoned pursuant to
the provisions hereof, River Raisin shall not without the prior
written consent of Union Bag - Camp:
(a) Take any action or enter into any transaction out of the
ordinary course of business other than the construction of a new plant
in the Benton Harbor, Michigan area at a cost not in excess of $500,000
and the disposition of the three (3) shares of Florida Gulf Fibre
Company held by it;
(b) Issue or sell, or grant rights to purchase or
subscribe to, any equity securities of River Raisin; or
(c) Pay or declare any dividend, or make any distribution, other
than a regular quarterly dividend at a
<PAGE>
<PAGE>
rate not in excess of twenty (20) cents per share of its Capital Stock.
4. Effect of Merger on Property. When the merger becomes effective, all
the property, rights, privileges, franchises, leases, contracts, patents,
trade-marks, licenses, registrations and other assets of every kind and
description of River Raisin shall be transferred to, vested in and devolved upon
the Corporation, without further act or deed, and all property, rights and every
other interest of River Raisin shall be as effectively the property of the
Corporation as they were of River Raisin. River Raisin hereby agrees, from time
to time as and when requested by Union Bag - Camp or by its successors or
assigns, to execute, or cause to be executed, all such deeds and instruments,
and to take, or cause to be taken, such further or other action as the
Corporation may deem necessary or desirable in order to vest in and confirm to
the Corporation title to, and possession of, any property of River Raisin
acquired or to be acquired by reason of or as a result of the merger, and
otherwise to carry out the intent and purposes hereof, and the proper officers
and directors of River Raisin and the proper officers and directors of the
Corporation are fully authorized in the name of River Raisin or otherwise to
take any and all such action; provided, however, that no such deed or other
instrument need be delivered to Union Bag - Camp prior to the filing date as
defined in Section 8 of this Article III.
5. By-laws. On or before February 15, 1960, the Board of
Directors of River Raisin Paper Company will amend the by-laws of
River Raisin by adding the following provision:
The close of business of any day which (not counting said day) is
at least five (5) and not more than forty (40) full days prior to the
date of any meeting of the stockholders, or the date of the payment of
any dividend, or the date for the allotment of rights, or the date when
any change, conversion or exchange of capital stock shall go into effect
may be fixed by the Board of Directors as the record date for the
determination of the stockholders entitled to notice of and to vote at
any such meeting, or entitled to receive payment of any such dividend or
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of capital stock, and only stockholders
of record on the record date so fixed shall be entitled to such notice
of or to vote at such meeting or to receive payment of such dividend or
allotment of rights, or to exercise such rights, as the case may be.
After the merger becomes effective, the by-laws of Union Bag Camp, as they may
be amended from time to time, shall be the by-laws of the Corporation.
6. Employee Benefit Plans. River Raisin's Profit-Sharing Plan for
Salaried Employees shall be amended prior to the filing date so as to provide
that after the merger becomes effective contributions to the Plan shall be
determined with respect to the profits of the River Raisin Division of the
Corporation. The Board of Directors of the Corporation shall have all the powers
of the
<PAGE>
<PAGE>
Board of Directors of River Raisin under River Raisin's Profit-Sharing Plan for
Salaried Employees, including the power to amend or terminate the Plan for years
subsequent to 1959. Unless and until otherwise determined by the Board of
Directors of the Corporation, all pension and group insurance arrangements of
the Constituent Corporations shall continue for the benefit of the employees and
retired employees of each of the Constituent Corporations to which they apply
and shall remain separate and exclusively for the benefit of such employees.
7. Termination and Abandonment. Anything herein or
elsewhere to the contrary notwithstanding, these Articles of
Merger may be terminated and abandoned:
(a) By mutual consent of the Boards of Directors of the
Constituent Corporations, at any time prior to the filing
date;
(b) By the Board of Directors of either Constituent Corporation,
at any time after April 15, 1960 and prior to the filing date if;
(i) The office of the Commissioner of Internal Revenue
shall not have ruled that the merger will not result in
recognized gain or loss or taxable income to either of the
Constituent Corporations or (except to the extent of the proceeds
of sale of fractional shares held by River Raisin stockholders)
to their stockholders, and
(ii) Such Constituent Corporation shall not have
received an opinion of counsel, satisfactory to its
Board, to that effect;
(c) By the Board of Directors of River Raisin, at any
time prior to the filing date if;
(i) As a result of any transaction out of the ordinary
course of business entered into by Union Bag Camp after the date
hereof there has been, in the opinion of the Board, any
substantial adverse change in the nature of the business or in
the financial condition of Union Bag - Camp, or
(ii) There has been any change in Union Bag -
Camp's present dividend rate;
(d) By the Board of Directors of Union Bag - Camp, at any time
prior to the filing date if, in the opinion of such Board, the merger is
impracticable by reason of the possible exercise of such statutory
rights, if any, of appraisal and payment for stock as the stockholders
of River Raisin shall possess (provided that the merger shall not be
deemed impracticable unless objection and demand for payment shall have
been duly filed pursuant to the laws of Michigan by holders of more than
20,000 shares of River Raisin Capital Stock); or
<PAGE>
<PAGE>
(e) By the Board of Directors of Union Bag - Camp, at any time
after April 15, 1960 and prior to the filing date if any person:
(i) Was, in the opinion of counsel for Union Bag Camp, an
affiliate of River Raisin as defined in paragraph (f) of Rule 133
of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, at the
time the merger was submitted to a vote of the stockholders of
River Raisin, and
(ii) Has failed for five (5) days after request therefor,
delivered to River Raisin by Union Bag - Camp, satisfactory to
its Board of Directors, representing and warranting that he
intends to hold for investment the Capital Stock of the
Corporation in which he acquires a beneficial interest by reason
of the merger, and indemnifying Union Bag - Camp against any and
all costs, liabilities and expense the Corporation may incur
under the Securities Act of 1933, as amended, in connection with
the merger in the event he fails to retain such Capital Stock for
at least two (2) years after the merger becomes effective and he
is adjudged to be an underwriter under paragraph (c) of said Rule
133.
In the event of termination and abandonment of these Articles of Merger
by the Board of Directors of either of the Constituent Corporations as above
provided, written notice shall be given to the other, and thereupon these
Articles of Merger shall become wholly void and of no effect and there shall be
no liability on the part of either of the Constituent Corporations or its Board
of Directors or stockholders.
8. Effectuation of Merger. These Articles of Merger shall be presented
to the stockholders of River Raisin at a special meeting called by its Board of
Directors and to be held not later than March 29, 1960. If approved by the
stockholders of River Raisin, these Articles of Merger shall be presented for
approval to the stockholders of Union Bag - Camp at their annual meeting to be
held April 12, 1960. If approved by the stockholders of Union Bag Camp, these
Articles of Merger shall be filed with the State Corporation Commission of
Virginia and the Michigan Corporation and Securities Commission, but not sooner
than the close of business on April 22, 1960 nor later than the opening of
business on May 2, 1960. The date on which these Articles shall first be filed
in Virginia or Michigan is hereinabove sometimes referred to as the "filing
date".
9. Undertakings of Directors and Officers. Each director of Union Bag -
Camp executing these Articles of Merger thereby undertakes to vote the stock of
Union Bag - Camp held by him in favor of the merger when presented to the
stockholders of Union Bag - Camp for approval. Each director of River Raisin
executing these Articles of Merger thereby undertakes to vote the stock of River
Raisin held by him in favor of the merger when presented to the stockholders of
River Raisin for approval. Each director and each
<PAGE>
<PAGE>
officer of River Raisin has executed an agreement in the
form of Exhibit B hereto wherein he represents and warrants that
he is acquiring the Union Bag - Camp Capital Stock issued to him
pursuant to the merger for the purpose of investment and not with a view to
distribution.
IN WITNESS WHEREOF, Union Bag - Camp Paper Corporation and River Raisin
Paper Company have caused these Articles of Merger to be signed, in two or more
counterparts, in their respective corporate names by their respective officers,
thereunto duly authorized, and have caused their respective seals to be hereunto
affixed and duly attested, and the undersigned directors of each of the said
corporations have signed and sealed these presents, all as of the day and year
first above written.
UNION BAG - CAMP PAPER CORPORATION
By ALEXANDER CALDER, JR.
President
[Corporate Seal of Union
Bag - Camp Paper Corporation]
Attest:
SYDNEY J. TAYLOR
Secretary
<PAGE>
<PAGE>
LAWRENCE D. BARNEY, EDWIN F. BLAIR, SYDNEY K. BRADLEY,
ALEXANDER CALDER, ALEXANDER CALDER, JR., LOUIS CALDER, JR., ROBERT
G. CALDER, J. L. CAMP, JR., HUGH D. CAMP, JOHN M. CAMP, W. M.
CAMP, THOMAS T. DUNN, ALBERT S. FOOTE, ROBERT W. GROVES, D. J.
HARDENBROOK, W. PAUL STILLMAN AND HOMER A. VILAS.
- -------------------------------- ------------------------------
Lawrence D. Barney John M. Camp
- -------------------------------- ------------------------------
Edwin F. Blair W. M. Camp
- -------------------------------- ------------------------------
Sydney K. Bradley Thomas T. Dunn
- -------------------------------- ------------------------------
Alexander Calder Albert S. Foote
- -------------------------------- ------------------------------
Alexander Calder, Jr. Robert W. Groves
- -------------------------------- ------------------------------
Louis Calder, Jr. D. J. Hardenbrook
- -------------------------------- ------------------------------
Robert G. Calder W. Paul Stillman
- -------------------------------- ------------------------------
J. L. Camp, Jr. Homer A. Vilas
- --------------------------------
Hugh D. Camp
being all or a majority of their number.
RIVER RAISIN PAPER COMPANY
By
[Corporate Seal of River Raisin Paper Company] President
Attest:
Secretary
ARTHUR J. GOETZ, HAL A. KROEGER, H. L. LAMB, E. C. RONEY,
ALBERT W. SCHULTE, W. P. SMITH AND CHAS L. WOOD
- -------------------------------- ------------------------------
Arthur J. Goetz Albert W. Schulte
- -------------------------------- ------------------------------
Hal A. Kroeger W. P. Smith
<PAGE>
<PAGE>
- -------------------------------- ------------------------------
H. L. Lamb Chas. L. Wood
- --------------------------------
E. C. Roney
being all or a majority of their number.
<PAGE>
<PAGE>
Exhibit A
CHARTER
OF
UNION BAG - CAMP PAPER CORPORATION
---------
ARTICLE I
The name of the Corporation is Union Bag - Camp Paper
Corporation.
ARTICLE II
The purpose for which the Corporation is organized is to acquire, own,
hold, use, produce, mine, manufacture, process, distribute, mortgage, sell and
generally deal in timber, lumber, wood, pulp, board, paper, minerals, metals,
chemicals and all products made wholly or partly thereof or therefrom, and all
other real and personal property of every kind, without limitation. The
Corporation shall have all corporate powers provided by Virginia law, including
the power to acquire and hold or guarantee securities of other corporations, but
shall not have the powers of a bank, insurance company railroad or other public
service company.
ARTICLE III
The maximum amount of the Capital Stock of the Corporation is to be
$66,666,666 2/3, and the minimum amount is to be $10,000,000; and the Capital
Stock is to be divided into shares of the par value of $6 2/3 per share. Each
outstanding share of Capital Stock shall be entitled to one vote on each matter
submitted to a vote at any meeting of the stockholders of the corporation.
ARTICLE IV
All stock of the Corporation, whether now or hereafter authorized, may
be issued from time to time for such consideration as may be fixed from time to
time by the Board of Directors.
ARTICLE V
All corporate powers shall be exercised by the Board of Directors,
except as otherwise required by statute or by the charter as at the time
amended.
The Board of Directors shall have the power to make and alter the
by-laws.
The Board of Directors shall have the right to prescribe reasonable
rules and regulations governing any inspection of the books and records by the
stockholders.
<PAGE>
<PAGE>
ARTICLE VI
The principal office of the Corporation shall be in the County of Isle
of Wight, Virginia, and its post office address shall be Franklin, Virginia.
ARTICLE VII
The amount of real estate to which the holdings of the Corporation are
limited is 10,000,000 acres.
<PAGE>
<PAGE>
Exhibit B
UNION BAG - CAMP PAPER CORPORATION
233 Broadway
New York 7, N.Y.
January , 1960
Dear Sirs:
Each of the undersigned hereby severally represents and warranty that,
in the event of the merger of River Raisin Paper Company into and with Union Bag
- - Camp Paper Corporation pursuant to the offer made today by River Raisin, he
will acquire the stock of Union Bag - Camp issued to him in connection with such
merger for investment and not with a view to distribution.
Very truly yours,
- -------------------------------- ------------------------------
Chas. L. Wood Arthur J. Goetz
- -------------------------------- ------------------------------
Albert W. Schulte Hal A. Kroeger
- -------------------------------- ------------------------------
H. L. Lamb E. C. Roney
- -------------------------------- ------------------------------
W. P. Smith Fred B. Attwood
- -------------------------------- ------------------------------
Hobart V. Hodge Lawrence P. Jones
- -------------------------------- ------------------------------
Warren M. Pellot Gerald H. Schuster
<PAGE>
<PAGE>
ARTICLES OF MERGER
OF VIRGINIA AND FOREIGN CORPORATIONS
The undersigned corporations, pursuant to Section 13.1-76 of the Code of
Virginia, hereby execute the following articles of merger.
ONE
The names of the corporations proposing to merge and the names of the
States under the laws of which such corporations are incorporated, are as
follows:
<TABLE>
<CAPTION>
Name of Corporation State of Incorporation
------------------- ----------------------
<S> <C>
Union Bag - Camp Paper Corporation
(hereinafter sometimes called
"Union") Virginia
Universal Paper Bag Company
(hereinafter sometimes called
"Universal") Pennsylvania
</TABLE>
TWO
The laws of Pennsylvania, the state under which the foreign corporation
is organized, permit such merger.
THREE
The name of the surviving corporation shall be Union Bag Camp Paper
Corporation, and it shall be a corporation of the state of Virginia.
FOUR
The plan of merger is as follows:
A. UNIVERSAL is a corporation duly incorporated and
existing under the laws of the Commonwealth of Pennsylvania.
B. UNION is a corporation duly incorporated and existing
under the laws of the Commonwealth of Virginia.
C. UNION owns and holds all shares of the capital stock of
UNIVERSAL, which has no other class of stock outstanding.
<PAGE>
<PAGE>
D. The terms and conditions of the merger and the mode of carrying the
same into effect, and the manner and basis of converting the shares of the
merged corporation into shares of the surviving corporation, shall be as
follows:
1. UNIVERSAL shall be merged into UNION, which shall be
the surviving corporation.
2. Said merger shall be effected under and pursuant to the
provisions of Article IX of the Business Corporation Law of the
Commonwealth of Pennsylvania, and under and pursuant to the provisions
of Section 13.1-76 of the Stock Corporation Act of the Commonwealth of
Virginia.
3. Articles of Merger shall be executed and filed in
accordance with the provisions of said Article IX of the
Business Corporation Law of the Commonwealth of Pennsylvania
and said Section 13.1-76 of the Stock Corporation Act of the
Commonwealth of Virginia.
4. The manner of converting the shares of UNIVERSAL into shares
of said Union shall be as follows: Upon consummation of the merger, all
shares of capital stock of UNIVERSAL shall be surrendered for
cancellation, and shall be cancelled; and shall be and become merged
into and represented by the presently outstanding shares of UNION, the
surviving corporation.
5. No increase in the capital of said surviving
corporation is hereby contemplated.
E. The surviving corporation shall be responsible for all
the liabilities and obligations of said UNIVERSAL as well as all
liabilities and obligations of said UNION.
<PAGE>
<PAGE>
FIVE
1. As to Union Bag - Camp Paper Corporation, a Virginia Corporation, the
board of directors approved the foregoing plan at a meeting on December 5, 1958
in the manner provided by the Virginia Stock Corporation Act. Under the
provisions of Section 13.1-76 of the Virginia Stock Corporation Act, no vote of
the stockholders was required to adopt the Plan of Merger.
SIX
As to Universal Paper Bag Company, the number of shares
outstanding is 2,985, all of which are owned by Union Bag - Camp Paper
Corporation.
SEVEN
All conditions required by the laws of the State of Virginia and
the State of Pennsylvania applicable to the proposed merger have been satisfied.
EIGHT
The amount of stated capital of the surviving
corporation on the effective date of the merger will be: Forty-Nine Million,
Twenty-One Thousand, Two Hundred Forty-Six Dollars and Sixty-Seven
Cents ($49,021,246.67).
IN WITNESS WHEREOF, each of the corporations has caused these
articles to be executed in its name by its President and its Assistant
Secretary, as of the ____ day of December, 1958.
UNION BAG - CAMP PAPER CORPORATION
By _______________________________
President
By _______________________________
Assistant Secretary
<PAGE>
<PAGE>
UNIVERSAL PAPER BAG COMPANY
By _______________________________
President
By _______________________________
Secretary
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, _________________________, a notary public for the County and
State aforesaid, do hereby certify that on this _____ day of December, 1958,
personally appear before me Alexander Calder, Jr., who being by me first duly
sworn, declared that he is the President of Union Bag - Camp Paper Corporation,
that he signed the foregoing articles as President of the corporation and that
the statements therein contained are true.
---------------------------
Notary Public
My commission expires _______________
<PAGE>
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, _________________________, a notary public for the County and
State aforesaid, do hereby certify that on this _____ day of December, 1958,
personally appear before me SYDNEY J. TAYLOR, who, being by me first duly sworn,
declared that he is the President of Universal Paper Bag Company, that he signed
the foregoing articles as President of the corporation and that the statements
therein contained are true.
---------------------------
Notary Public
My commission expires _______________
<PAGE>
<PAGE>
CERTIFICATE FOR AMENDMENT
TO THE CHARTER
of
CHESAPEAKE-CAMP CORPORATION
AND FOR THE REDUCTION
of
ITS ACTUALLY ISSUED AND OUTSTANDING STOCK
----------
W H E R E A S, CHESAPEAKE-CAMP CORPORATION, a corporation
organized and existing under the laws of the Commonwealth of Virginia, desires
to have its charter amended and its actually issued and outstanding stock
reduced as hereinafter set forth; now, therefore, to that end, I, J. L. Camp,
Jr., President of the said corporation, under the seal of the said corporation,
attested by the Secretary thereof, do hereby certify as follows:
1. That on the 25th day of May, 1945, after due notice to all of
the directors of the corporation, there was held at the office of the
corporation, in the County of Isle of Wight, near Franklin, Virginia, a meeting
of the Board of Directors of the aforesaid corporation, at which meeting more
than a majority of the directors were present and unanimously passed the
following resolutions, declaring that the following amendment to the charter of
the corporation and the reduction of its actually issued and outstanding stock
are advisable:
RESOLVED that, in the judgment of the Board of Directors of this
corporation, it is advisable to amend one charter of this corporation,
for the purpose of changing its name from Chesapeake-Camp Corporation to
Camp Manufacturing Company, Incorporated, and to reduce its actually
issued and outstanding stock as hereinafter set forth, and to that end,
that application be made to the State Corporation Commission of Virginia
to amend the charter of this corporation granted by the State
Corporation Commission of Virginia on the 30th day of October, 1944, so
that paragraph (a), when so amended, shall, in lieu of paragraph (a) of
the original charter, read as follows:
"(a) NAME.
"The name of the corporation shall be CAMP MANUFACTURING
COMPANY, INCORPORATED." And
RESOLVED further, that the five hundred twenty (520) shares of
the five (5) per centum preferred stock of this corporation and the one
hundred forty-seven thousand (147,000) shares of its common stock,
heretofore acquired by it and now held by it in its treasury as treasury
stock, be retired and cancelled.
And the said Board of Directors thereupon passed a further
resolution, ordering a meeting of the stockholders to be called on the 10th day
of July, 1945, according to law, to take action upon the foregoing resolutions
proposing to amend the
<PAGE>
<PAGE>
charter of the corporation and proposing to reduce its actually issued
and outstanding stock.
2. That on the 10th day of July, 1945, there was held at the
office of the corporation, in the County of Isle of Wight, near Franklin,
Virginia, a meeting of the stockholders, after more than ten (10) days' notice
to each stockholder of record, either served in person or by mailing the same to
his last known post office address as furnished by him to the officers of the
corporation, such notice stating the time, place and object of the said meeting;
that at said meeting there were represented, in person and by proxy, four
hundred thirty-one thousand nine hundred fifty-one shares of the common stock of
the corporation, out of a total of four hundred seventy-five thousand and three
hundred thirty-one (475,331) shares of such stock issued and outstanding,
constituting the only class of the stock of the corporation having voting power;
and that the foregoing resolutions adopted by the Board of Directors, proposing
to amend the charter of this corporation in the manner hereinbefore set out and
proposing to reduce its actually issued and outstanding stock as hereinabove set
forth, were in terms laid before the stockholders' meeting and adopted by a vote
of four hundred thirty-one thousand nine hundred thirty-one shares of said
common stock, that being more than two-thirds in interest of each class of the
stockholders of the corporation having voting power.
3. That the proceeding of the said meeting were duly
entered on the minutes of the proceedings of the stockholders.
THEREFORE, this certificate is now signed by J. L. Camp, Jr.,
President of Chesapeake-Camp Corporation aforesaid, with its corporate seal
hereunto affixed and attested by Burton J. Ray, its Secretary, this 10th day of
July, 1945.
----------------------------------------
President of Chesapeake-Camp Corporation
Attest:
-----------------------------
Secretary.
STATE OF VIRGINIA:
CITY OF NORFOLK, to-wit:
I, Annie L. Morris, a notary public in and for the City
aforesaid, in the State of Virginia, do hereby certify that J. L.
Camp, Jr., President, and Burton J. Ray, Secretary, respectively,
of Chesapeake-Camp Corporation, whose names are signed to the
foregoing writing, bearing date the 10th day of July, 1945, have
acknowledged the same before me in my City and State aforesaid.
<PAGE>
<PAGE>
Given under my hand this 10th day of July, 1945.
-----------------------------
Notary Public.
My commission expires on March 7, 1947.
<PAGE>
<PAGE>
CERTIFICATE FOR AMENDMENT
TO THE CHARTER
of
CAMP MANUFACTURING COMPANY, INCORPORATED
----------
W H E R E A S CAMP MANUFACTURING COMPANY, INCORPORATED, a
corporation organized and existing under the laws of the Commonwealth of
Virginia, desires to have its charter amended as hereinafter set forth; now,
therefore, to that end, I, J. L. Camp, Jr., President of the said corporation,
under the seal of the said corporation, attested by the Secretary thereof, to
hereby certify as follows:
1. That on the 26th day of November, 1946, after due notice to
all of the directors of the corporation, there was held at the office of the
corporation, in the County of Isle of Wight, near Franklin, Virginia, a meeting
of the Board of Directors of the aforesaid corporation, at which meeting more
than a majority of the directors were present in person and unanimously passed
the following resolutions, declaring that the following amendment to the charter
of the corporation and the exchange of stock hereinafter provided for are
advisable:
RESOLVED, that is the judgment of the Board of Directors
of this corporation, it is advisable to amend the charter of this
corporation for the purpose of eliminating from its charter the
provisions for preferred capital stock (all of its preferred stock
heretofore outstanding having been redeemed and cancelled), of creating
an additional claim of stock, to be known as Common Stock B, and of
providing the method by which additional stock of the corporation may be
issued, and to that end, that application be made to the State
Corporation Commission of Virginia to amend the charter of this
corporation granted by the State Corporation Commission of Virginia on
the 30th day of October, 1944, and amended by an order of the said State
Corporation Commission of Virginia entered on the 14th day of July,
1945, so that the said charter, then so amended, shall, in lieu of the
charter granted on the 30th day of October, 1944, as amended on the 14th
day of July 1945, read as follows:
"(a) NAME.
"The name of the corporation shall be Camp
Manufacturing Company, Incorporated.
"(b) PRINCIPAL OFFICE.
"The principal office of the corporation in this
State is to be located in the County of Isle of Wight, near Franklin, Virginia.
"(c) PURPOSES.
<PAGE>
<PAGE>
"The purposes for which the corporation is formed
are to manufacture, prepare, compound, fabricate, distribute, buy, sell and
generally deal in paper, wood, pulp, kraft board, and all manner of wood, timber
and paper products and articles and therefrom or in connection therewith; to
obtain, purchase or otherwise acquire formulae, patents and secret processes for
the manufacture, preparation and treatment of timber and wood products or other
articles of any kind, and to operate under, sell, assign, grant licenses in
respect of, or otherwise turn the same to account; to enter into, carry out or
otherwise turn to account contracts of every kind; to acquire, hold, mortgage,
lease, convey, develop or otherwise use or dispose of real and personal property
of every kind and description; and in general to carry on and conduct such
operation and enterprises, and do any and all such things in connection
therewith as may be permitted or authorized by the laws of the Commonwealth of
Virginia, which may be incidental to the purposes of the corporation.
"(d) CAPITAL STOCK.
"The capital stock of the corporation is to be Six
Million Dollars ($6,000,000.00), divided into two classes: first, Common Stock,
having a par value of Five Dollars ($5.00) per share, of which the maximum
amount is to be Three Million Dollars ($3,000,000.00) and the minimum amount is
to be Five Hundred Thousand Dollars ($500,000.00); and second, Common Stock B,
having a par value of Five Dollars ($5.00) per share, of which the maximum
amount is to be Three Million Dollars ($3,000,000.00). The holders of the Common
Stock and the Common Stock B, with respect to each share of both classes
substanding, shall be entitled to equal dividends and, is case of distribution,
either voluntary or otherwise, of the corporate assets, to the same amount per
share out of the said assets, but the holders of the Common Stock B shall not be
entitled to any voting rights whatsoever. The Board of Directors of the
corporation may at any time, with the approval of a majority in amount of the
holders of the said Common Stock then outstanding, evidenced by the affirmative
vote of such majority at a special meeting of the said stockholders called for
the purpose, cause to be issued any or all of the shares of the stock of the
corporation, of either or both classes, not theretofore issued, to such persons,
firms or corporations and for such consideration as the said Board of Directors
may deem advisable, and none of the holders of the said stock, of either class,
shall have any preemptive right to subscribe for any or the stock to be issued.
"(e) DURATION.
"The period for the duration of the corporation is
unlimited.
"(f) OFFICERS AND DIRECTORS.
"The number, names and places of residence of the officers and
directors in the corporation, who shall hold their offices until their
successors be chosen or appointed, either according to law or according to the
by-laws of the corporation, are as follows:
<PAGE>
<PAGE>
OFFICERS
<TABLE>
<CAPTION>
Name Office Residence
---- ------ ---------
<S> <C> <C>
J. L. Camp, Jr. President Franklin, Virginia
Hugh D. Camp Vice-president Franklin, Virginia
J. M. Camp Vice-president Franklin, Virginia
W. M. Camp Vice-president Franklin, Virginia
C. R. McMillon Vice-president New York, New York
Elis Olsson Vice-president West Point, Virginia
J. A. Williams Vice-president Franklin, Virginia
Burton J. Ray Secretary and
Treasurer Franklin, Virginia
E. T. Fitzgerald Assistant
Secretary and
Assistant
Treasurer Franklin, Virginia
DIRECTORS
Name Residence
---- ---------
J. L. Camp, Jr. Franklin, Virginia
Hugh D. Camp Franklin, Virginia
W. M. Camp Franklin, Virginia
Elis Olsson West Point, Virginia
J. M. Camp Franklin, Virginia
P. R. Camp Franklin, Virginia
Burton J. Ray Franklin, Virginia
A. L. Eggleston Norfolk, Virginia
J. A. Williams Franklin, Virginia
W. C. Gouldman West Point, Virginia
Walter S. Robertson Richmond, Virginia
</TABLE>
"(g) REAL ESTATE.
"The amount of real estate to which the holdings of the
corporation are at any time to be limited to two million (2,000,000) acres.
"(h) ADDITIONAL POWERS.
"The corporation shall have power to subscribe to, purchase, own,
hold sell, endorse, guarantee, or become surety in respect to the stocks,
debentures, contracts, bonds or other obligations or evidences of indebtedness,
or securities of other corporations, firms or individuals." And
RESOLVED further, that if and when the proposed charter amendment
becomes effective, the certificate for the common stock of the corporation
heretofore issued and now outstanding shall be surrendered and cancelled, and
there shall be issued to the holders thereof, in exchange therefor, new
certificates for the Common Stock of the corporation, containing an appropriate
description of the two classes of stock provided for in the charter, as amended,
and the rights of the respective holders thereof, such exchange to
<PAGE>
<PAGE>
be made on the basis of one share of such Common Stock for each share
of the common stock of the corporation now outstanding.
And the said Board of Directors thereupon passed a further
resolution, ordering a meeting of the stockholders to be called on the 14th day
of December, 1946, according to law, to take action upon the foregoing
resolutions, proposing to amend the charter of the corporation and providing for
an exchange of its stock as hereinabove set forth.
2. That on the 14th day of December 1944, there was held at the
office of the corporation, in the County of Isle of Wight, near Franklin,
Virginia, a meeting of the stockholders, after more than ten (10) days' notice
to each stockholder of record, either served in person or by mailing the same to
his last known post office address as furnished by him to the officers of the
corporation, such notice stating the time, place and object of the said meeting;
that at the said meeting there were represented, in person and by proxy, four
hundred thirty-three thousand five hundred fifty-seven (433,557) shares of the
common stock of the corporation, out of a total of four hundred seventy-five
thousand three hundred thirty-one (475,331) shares of such stock issued and
outstanding, constituting the only class of the stock or the corporation
outstanding and the only class of its stock having voting rights; and that the
foregoing resolutions adopted by the Board of Directors, proposing to amend the
charter of the corporation in the manner hereinbefore set out and providing for
an exchange of its stock as hereinabove set forth, were in terms laid before the
stockholders' meeting and adopted by a vote of four hundred thirty-three
thousand four hundred fifty-seven (433,457) shares of said common stock, that
being more than two-thirds in interest of each class of the stockholders of the
corporation having voting power.
3. That the proceedings of the said meeting were
duly entered on the minutes of the proceedings of the stockholders.
THEREFORE, this certificate is now signed by J. L.
Camp, Jr., President Camp Manufacturing Company, Incorporated aforesaid, with
its corporate seal hereunto affixed and attested by Burton J. Ray, its
Secretary, this 14th day of December, 1946.
------------------------------------
President of Camp Manufacturing
Company, Incorporated
Attest:
--------------------------
Secretary.
STATE OF VIRGINIA:
<PAGE>
<PAGE>
COUNTY OF ISLE OF WIGHT, to-wit:
I, ____________________, a notary public in and for the County
aforesaid, in the State of Virginia, do hereby certify that J. L. Camp, Jr.,
President, and Burton J. Ray, Secretary, respectively, of Camp Manufacturing
Company, Incorporated, whose names are signed to the foregoing writing, bearing
date the 14th day of December, 1946, have acknowledged the same before me in my
County and State aforesaid.
Given under my hand this 14th day of December, 1946.
--------------------------------
Notary Public.
My commission expires on ______________________.
<PAGE>
<PAGE>
AT RICHMOND, MARCH 30, 1953.
In re: Merger of
The Wortendyke Manufacturing Company
into
Camp Manufacturing Company, Incorporated
to form a single corporation, under the name
of Camp Manufacturing Company, Incorporated
This day there was presented to the State Corporation Commission the
original of an agreement of merger of The Wortendyke Manufacturing Company and
Camp Manufacturing Company, Incorporated, bearing date the 10th day of January,
1953, executed by the board of directors of each of said corporations,
respectively, under their respective corporate seals; together with the
certificate of the President of each of said corporations, respectively, under
the corporate seal of the corporation, attested by the Secretary of each of said
corporations, respectively, which said certificates were acknowledged by the
officers of the said respective corporations signing the same before an officer
authorized by the laws of this Commonwealth to take acknowledgments to deeds;
the object of said agreement and certificates being to merge The Wortendyke
Manufacturing Company into Camp Manufacturing Company, Incorporated, to form a
single corporation, under the name of Camp Manufacturing Company, Incorporated;
And it appearing that the corporations aforesaid are organized under the
laws of the Commonwealth of Virginia for the purpose of carrying on the same or
a similar business, and are authorized under the laws of this Commonwealth to
merge;
And it further appearing from said papers that said agreement was
submitted to the stockholders of each of said corporations separately, at
meetings called and held as required by law, and that at each of said meetings
the joint agreement was considered,
<PAGE>
<PAGE>
and a vote by ballot, in person or by proxy, taken for the adoption or
rejection of the same, and that, at each of said meetings, at least a
majority of all the votes cast was in favor of said agreement of merger;
The State Corporation Commission certifies that it has ascertained and
does now declare that The Wortendyke Manufacturing Company and Camp
Manufacturing Company, Incorporated, have by complying with the requirements of
the law of the Commonwealth of Virginia, entitled themselves to the merger
applied for, under the name of Camp Manufacturing Company, Incorporated, with
principal office in Isle of Wight County, Post-office access, Franklin,
Virginia, in accordance with the terms and provisions, and subject to all the
conditions contained in said agreement of merger bearing date the 10th day of
January, 1953, aforesaid, to the same effect as if said agreement were now
herein transcribed in full, and that the said merged corporation, Camp
Manufacturing Company, Incorporated, is hereby declared to have all the powers
and privileges conferred, and to be subject to all the conditions and
restrictions imposed, by law upon corporations of this character; and said
agreement, together with said certificates, is, with this order, hereby ordered
to be recorded.
--------------------------------
Chairman
Attest:
- --------------------------------
Clerk of the Commission
COMMONWEALTH OF VIRGINIA
Office of the State Corporation Commission
In the City of Richmond, the 30th day of March, 1953
<PAGE>
<PAGE>
The foregoing certificate of merger was this day received and duly
admitted to record in this office and is hereby certified to the Clerk of the
Circuit Court of the City of Richmond, and also to the Clerk of the Circuit
Court of Isle of Wight County, according to law.
STATE CORPORATION COMMISSION
By __________________________
Chairman
Attest:
- ---------------------------
Clerk of the Commission
Virginia:
In the Clerk's Office of the Circuit Court of the City of Richmond, the
____ day of ____________, 19__.
The foregoing certificate or merger and certificate of the State
Corporation Commission thereon was received, duly admitted to record, duly
spread, and is now certified to the Clerk of the State Corporation Commission.
Teste:
-------------------------------
Clerk
Virginia:
In the Clerk's Office of the Circuit Court of Isle of Wight County, the
_____ day of _________________, 195_.
The foregoing certificate of merger and certificate of the State
Corporation Commission thereon was received, duly admitted to record, duly
spread, and is now certified to the Clerk of the State Corporation Commission.
Teste:
<PAGE>
<PAGE>
----------------------------
Clerk
This joint agreement made and entered into this 10th day of
January, 1953 pursuant to Sections 13-40 and 13-43 of the Code of
Virginia and acts amendatory thereof, between J. L. Camp, Jr., W.
M. Camp, Hugh D. Camp, Walter C. Shorter, Elis Olsson, W. C.
Gouldman, B. J. Ray, John M. Camp, Walter S. Robertson, John C.
Parker, P. R. Camp and John S. Alfriend, comprising the Board of
Directors of Camp Manufacturing Company, Incorporated, and Camp
Manufacturing Company, Incorporated, a corporation created and
existing under the laws of the Commonwealth of Virginia, with its
principal office in Isle of Wight County, near the Town of
Franklin, Virginia, parties of the first part, and John H. Bocock,
Robert M. Jeffress, E. Bruce Livy, E. B. Luck, J. Rucker Ryland
and A. L. Waldrop, comprising the Board of Directors of The
Wortendyke Manufacturing Company, and The Wortendyke Manufacturing Company,
a corporation created and existing under the laws of the
Commonwealth of Virginia, with its principal office in the City of
Richmond, Virginia, parties of the second part;
WHEREAS the said two corporations are chartered, organized and existing
under the laws of the Commonwealth of Virginia for the purpose of carrying on
the same or similar businesses, and are therefore entitled to merge or
consolidate into one consolidated corporation under the title and certificate of
incorporation of Camp Manufacturing Company, Incorporated, as a continuing
corporation; and
WHEREAS the respective Boards of Directors of the said corporations deem
it advisable to the end that greater efficiency
<PAGE>
<PAGE>
and economy of management may be accomplished, and otherwise and generally for
the advantage and welfare of said corporations and their several and respective
stockholders to merge and consolidate the said The Wortendyke Manufacturing
Company into the said Camp Manufacturing Company, Incorporated upon the terms
and conditions hereinafter set forth; and
WHEREAS the said Camp Manufacturing Company, Incorporated has heretofore
issued Two Million Three Hundred Seventy-Six Thousand Six Hundred Fifty-Five
Dollars ($2,376,655.00) of par value of Common Stock, represented by four
hundred seventy-five thousand three hundred thirty-one (475,331) shares of the
par value of Five ($5.00) Dollars each, all of which said Common Stock is now
issued and outstanding; and has heretofore issued Two Million Three Hundred
Seventy-Six Thousand Six Hundred Fifty-Five Dollars ($2,376,655.00) of par value
of Common B Stock, represented by four hundred seventy-five thousand three
hundred thirty-one (475,331) shares of the par value of Five ($5.00) Dollars
each, all of which said Common B Stock is now issued and outstanding; and
WHEREAS the said The Wortendyke Manufacturing Company has heretofore
issued Two Hundred Thousand Dollars ($200,000.00) of par value of Preferred
Stock, represented by two thousand (2,000) shares of the par value of One
Hundred Dollars ($100.00) each, four hundred forty six (446) shares of which are
now held in the Treasury of that company, and the remaining fifteen hundred
fifty- four (1,554) shares of which are now issued and outstanding; and has
heretofore issued Four Hundred Thousand Dollars ($400,000.00) of par value of
Common Stock, represented by four thousand (4,000) shares of the par value of
One Hundred Dollars ($100.00) each, all of which Common Stock is now issued and
outstanding;
<PAGE>
<PAGE>
NOW, THEREFORE, THIS JOINT AGREEMENT WITNESSETH:
That in consideration of the premises and of the sum of One
Dollar ($1.00) each to the other cash in hand paid, at and before the sealing
and delivery of these presents, receipt whereof it hereby acknowledged, and in
consideration of the mutual covenants, agreements and stipulations herein
contained, the said parties of the first and second parts do promise, agree and
contract, each with the other, as follows:
ARTICLE I. That upon the approval of the stockholders of the said two
corporations in the manner prescribed by law, and upon the issuance by the State
Corporation Commission of Virginia of its certificate for said merger, the said
The Wortendyke Manufacturing Company shall be, and is hereby, merged into the
said Camp Manufacturing Company, Incorporated, the continuing corporation, as
one corporation, which shall continue in existence under the name of Camp
Manufacturing Company, Incorporated, hereinafter referred to as the merged and
consolidated corporation; and all and singular the rights, privileges and
franchises of The Wortendyke Manufacturing Company, except as restricted by law,
shall be transferred to and vested in Camp Manufacturing Company, Incorporated,
as effectually as they were vested in The Wortendyke Manufacturing Company; and
all and singular the property (the word "property" whenever used in this
agreement to be taken as meaning and including real, personal and mixed
property, of every kind, character and description and wheresoever located,
debts due or to become due, on whatever account, with the security therefor, of
whatever form, as well as other choses and things in action, rights of way,
easements and appurtenances, and all other assets and interests, of whatever
kind, class, character or description)
<PAGE>
<PAGE>
belonging to The Wortendyke Manufacturing Company shall be
transferred to and vested in Camp Manufacturing Company,
Incorporated, without further act or deed, and as effectually as the same were
vested in The Wortendyke Manufacturing Company, all of which said rights,
privileges, franchises and property shall thenceforth belong to Camp
Manufacturing Company, Incorporated, as effectually as they had previously
belonged to The Wortendyke Manufacturing its certificate for said merger, the
said The Wortendyke Manufacturing Company shall be, and is hereby, merged into
the said Camp Manufacturing Company, Incorporated, the continuing corporation,
as one corporation, which shall continue in existence under the name of Camp
Manufacturing Company, Incorporated, hereinafter referred to as the merged and
consolidated corporation; and all and singular the rights, privileges and
franchises of The Wortendyke Manufacturing Company, except as restricted by law,
shall be transferred to and vested in Camp Manufacturing Company, Incorporated,
as effectually as they were vested in The Wortendyke Manufacturing Company; and
all and singular the property (the word "property" whenever used in this
agreement to be taken as meaning and including real, personal and mixed
property, of every kind, character and description and wheresoever located,
debts due or to become due, on whatever account, with the security therefor, of
whatever form, as well as other choses and things in action, rights of way,
easements and appurtenances, and all other assets and interests, of whatever
kind, class, character or description) belonging to The Wortendyke Manufacturing
Company shall be transferred to and vested in Camp Manufacturing Company,
Incorporated, without further act or deed, and as effectually as the same were
vested in The Wortendyke
<PAGE>
<PAGE>
Manufacturing Company, all of which said rights,
privileges, franchises and property shall thenceforth belong to Camp
Manufacturing Company, Incorporated, as effectually as they had previously
belonged to The Wortendyke Manufacturing Company, and the title to real estate,
either by deed or otherwise under the law, vested in The Wortendyke
Manufacturing Company shall not be deemed to revert or be in any way impaired,
but shall likewise be deemed and taken as, and be transferred to and vested in
Camp Manufacturing Company, Incorporated, as effectually as they were previously
vested in The Wortendyke Manufacturing Company; and all debts, liabilities and
duties of The Wortendyke Manufacturing Company, shall, when the said merger or
consolidation shall be complete, attach to said merged or consolidated
corporation, and be enforceable against it, to the same extent as if the said
debts, liabilities and duties had been incurred or contracted by it.
The Wortendyke Manufacturing Company hereby agrees that if at any time
any further assurances of title by it to any right, privilege, franchise or
property transferred to the merged corporation by operation of law is necessary,
advisable and legal, it will, acting through its proper officers, execute such
further assurances of title as may be proper and requisite and take all other
action necessary, advisable and legal to carry out the details of this merger,
and thereunto its officers, according to their respective powers and duties, are
hereby duly authorized.
ARTICLE II. The name of the merged and consolidated corporation shall be
and remain Camp Manufacturing Company, Incorporated. It is agreed, however, that
Camp Manufacturing Company, Incorporated may, if it so desires, use the present
<PAGE>
<PAGE>
corporate name of The Wortendyke Manufacturing Company or a similar name.
ARTICLE III. The names and residences of the principal officers and
directors of the merged and consolidated corporation, who shall hold their
offices until their successors shall be duly elected or appointed according to
the by-laws of said Camp Manufacturing Company, Incorporated, and shall qualify
as such, are as follows:
Officers
<TABLE>
<CAPTION>
Name Office Residence
- ---- ------ ---------
<S> <C> <C>
J. L. Camp, Jr. President Franklin, Va.
Hugh D. Camp Vice President Franklin, Va.
W. M. Camp Vice President Franklin, Va.
Walter C. Shorter Vice President Franklin, Va.
K. M. Thorsen Vice President Franklin, Va.
John C. Parker General Counsel,
Secretary and
Treasurer Franklin, Va.
S. A. Lipscomb, Jr. Controller and
Asst. Secretary Franklin, Va.
John M. Camp, Jr. Assistant Treasurer Franklin, Va.
</TABLE>
Directors
<TABLE>
<CAPTION>
Name Residence
- ---- ---------
<S> <C>
John S. Alfriend Norfolk, Va.
Hugh D. Camp Franklin, Va.
J. L. Camp, Jr. Franklin, Va.
J. M. Camp Franklin, Va.
P. R. Camp Franklin, Va.
W. M. Camp Franklin, Va.
W. C. Gouldman West Point, Va.
E. Bruce Livy Richmond, Va.
Elis Olsson West Point, Va.
John C. Parker Franklin, Va.
Burton J. Ray Franklin, Va.
Walter S. Robertson Richmond, Va.
Walter C. Shorter Franklin, Va.
</TABLE>
ARTICLE IV. Neither of said corporations has any bonds
outstanding, and no bonds are to be issued at this time by the
merged and consolidated corporation.
<PAGE>
<PAGE>
ARTICLE V. The holders of the One Thousand Five Hundred Fifty-four
(1,554) shares of the Preferred Stock of The Wortendyke Manufacturing Company,
and the holders of the Four Thousand (4,000) shares of Common Stock of The
Wortendyke Manufacturing Company, both of the par value of One Hundred Dollars
($100.00) per share, shall surrender the same and the same shall be cancelled
and said holders shall receive in exchange therefor ninety-five thousand
(95,000) shares of Common B Stock of the par value of Five Dollars ($5.00) per
share of the merged and consolidated corporation. Such exchange shall be made by
each of said stockholders of The Wortendyke Manufacturing Company on the basis
of seventeen and one hundred five thousandths (17.105) share of said Common B
Stock of Camp Manufacturing Company, Incorporated for each share of Preferred
Stock of The Wortendyke Manufacturing Company and for each share of the Common
Stock of The Wortendyke Manufacturing Company standing in his or her name on the
books of the letter corporation at the time of the merger. In such exchange of
stock no certificates for or so as to include any fractional part of a share of
the Common B Stock of Camp Manufacturing Company, Incorporated shall be issued,
and wherever the number of shares of the Common B Stock of Camp Manufacturing
Company, Incorporated which any holder of stock of The Wortendyke Manufacturing
Company shall be entitled to receive in such exchange shall include a fractional
part of a share, there shall be issued to such holder in such exchange the
nearest number of whole shares, higher or lower, as the case may be, of the
Common B Stock of Camp Manufacturing Company, Incorporated, a fractional part of
a share equalling or exceeding one-half a share to entitle such holder to the
next higher number of whole shares, and a fractional part of a share
<PAGE>
<PAGE>
less than one-half a share to entitle such holder to the next lower number of
whole shares. The four hundred forty-six (446) shares of Preferred Stock of The
Wortendyke Manufacturing Company now held in the Treasury of the Company will be
cancelled and no stock of Camp Manufacturing Company, Incorporated will be
issued in exchange therefor. Said surrender, cancellation and exchange shall be
made without cost to the present stockholders of The Wortendyke Manufacturing
Company and of Camp Manufacturing Company, Incorporated as they exist at the
time of the merger. For the purpose of said exchange there shall be issued
ninety-five thousand (95,000) shares of the authorized but unissued Common B
Stock of Camp Manufacturing Company, Incorporated. The holders of the presently
outstanding four hundred seventy-five thousand three hundred thirty-one
(475,331) shares of [illegible] Manufacturing Company standing in his or her
name on the books of the latter corporation at the time of the merger. In such
exchange of stock no certificates for or so as to include any fractional part of
a share of the Common B Stock of Camp Manufacturing Company, Incorporated shall
be issued, and wherever the number of shares of the Common B Stock of Camp
Manufacturing Company, Incorporated which any holder of stock of The Wortendyke
Manufacturing Company shall be entitled to receive in such exchange shall
include a fractional part of a share, there shall be issued to such holder in
such exchange the nearest number of whole shares, higher or lower, as the case
may be, of the Common B Stock of Camp Manufacturing Company, Incorporated, a
fractional part of a share equalling or exceeding one-half a share to entitle
such holder to the next higher number of whole shares, and a fractional part of
a share less than one-half a share to entitle such holder to the next lower
<PAGE>
<PAGE>
number of whole shares. The four hundred forty-six (446) shares of Preferred
Stock of The Wortendyke Manufacturing Company now held in the Treasury of that
Company will be cancelled and no stock of Camp Manufacturing Company,
Incorporated will be issued in exchange therefor. Said surrender, cancellation
and exchange shall be made without cost to the present stockholders of The
Wortendyke Manufacturing Company and of Camp Manufacturing Company, Incorporated
as they exist at the time of the merger. For the purpose of said exchange there
shall be issued ninety-five thousand (95,000) shares of the authorized but
unissued Common B Stock of Camp Manufacturing Company, Incorporated. The holders
of the presently outstanding four hundred seventy-five thousand three hundred
thirty-one (475,331) shares of the Common Stock of Five ($5.00) Dollars par
value per share of Camp Manufacturing Company, Incorporated, and the holders of
the presently outstanding four hundred seventy-five thousand three hundred
thirty-one (475,331) shares of Common B Stock of Five ($5.00) Dollars par value
per share, of Camp Manufacturing Company, Incorporated, shall not on account of
this merger receive any additional stock of the merged and consolidated
corporation.
Upon the completion of said exchange the capital stock of the merged and
consolidated corporation will consist of:
Common ($5.00 par value):
Authorized, 600,000 shares;
issued and outstanding
475,331 shares;
<PAGE>
<PAGE>
Common B ($5.00 par value):
Authorized, 600,000 shares;
issued and outstanding
570,331 shares.
ARTICLE VI. The merged and consolidated corporation shall have as its
charter and by-laws the present charter and by-laws of Camp Manufacturing
Company, Incorporated, unless and until the same are changed according to law.
ARTICLE VII. The costs incident to the merger contemplated
by this agreement shall be borne by the merged and consolidated
corporation.
ARTICLE VIII. On and after the issuance by the State Corporation
Commission of Virginia of its certificate for such merger, and when and if this
merger and consolidation shall have been completed The Wortendyke Manufacturing
Company shall no longer exist as a separate corporation.
ARTICLE IX. The Secretaries of the two merging corporations are hereby
directed to mail and publish notices in the manner prescribed by law of the
meeting of the stockholders of each of [illegible] officer and places of
meeting, for the purpose of taking action hereon. This agreement shall be
submitted to the stockholders at each of said meetings, as provided by law, and
shall take effect and be deemed and taken to be the agreement and act of merger
of the said corporations upon the adoption thereof by the votes at said meetings
of the holders of a majority of all of the shares of the stock of each of the
said corporations, upon the issuance by the State Corporation Commission of
Virginia of its certificate for such merger, and upon the doing of such other
acts and things as shall be required by the laws of the Commonwealth of
Virginia.
<PAGE>
<PAGE>
ARTICLE X. Any stockholder of The Wortendyke Manufacturing Company who
has not given assent to this agreement of merger or consolidation may serve
notice of dissent on the President, Secretary or Treasurer of The Wortendyke
Manufacturing Company, either within or without the Commonwealth of Virginia, at
any time within 60 days after the date of said meeting of the stockholders of
The Wortendyke Manufacturing Company, without awaiting the consummation of the
merger or consolidation; and any stockholder of Camp Manufacturing Company,
Incorporated who has not given assent to this agreement of merger or
consolidation may serve notice of dissent on the President, Secretary or
Treasurer of Camp Manufacturing Company, Incorporated, either within or without
the Commonwealth of Virginia, at any time within 60 days after the date of said
meeting of the stockholders of Camp Manufacturing Company, Incorporated, without
awaiting the consummation of the merger or consolidation.
IN TESTIMONY WHEREOF all of the Directors of the said two merging
Corporations have hereunto set their hands and seals; the corporate name of Camp
Manufacturing Company, Incorporated, has hereunto been signed and its corporate
seal has been hereto affixed and attested by its proper officers thereunto duly
authorized by a special meeting of the Board of Directors of said corporation,
duly and regularly called and held on the 10th day of January, 1953; and the
corporate name of The Wortendyke Manufacturing Company has been hereunto signed
and its corporate seal hereto affixed by its proper officers thereunto duly
authorized by a special meeting of the Board of Directors of said corporation,
duly and regularly called and held on the 10th day of January, 1953; all as of
the day and year first above written.
<PAGE>
<PAGE>
CAMP MANUFACTURING COMPANY, INCORPORATED
By: /s/
--------------------------------------
President
ATTEST:
/s/
- ---------------------------------------
Secretary
----------------------- (SEAL) DIRECTORS
----------------------- (SEAL) OF
----------------------- (SEAL) CAMP
----------------------- (SEAL) MANUFACTUR-
----------------------- (SEAL) ING COMPANY,
----------------------- (SEAL) INCORPORATED.
----------------------- (SEAL)
----------------------- (SEAL)
----------------------- (SEAL)
----------------------- (SEAL)
----------------------- (SEAL)
----------------------- (SEAL)
THE WORTENDYKE MANUFACTURING COMPANY
By: /s/
--------------------------------------
President
ATTEST:
/s/
- --------------------------------
Secretary
----------------------- (SEAL) DIRECTORS
----------------------- (SEAL) OF
<PAGE>
<PAGE>
----------------------- (SEAL) THE WORTEN-
----------------------- (SEAL) DYKE MANUFAC-
----------------------- (SEAL) TURING
----------------------- (SEAL) COMPANY.
I, E. BRUCE LIVY, President of The Wortendyke Manufacturing Company, a
Virginia corporation, hereby certify as such President and under the corporate
seal of said company, attested by William F. Vess, the Secretary of said
company, that the foregoing Joint Agreement, after having been entered into and
signed by all of the directors of said company and of Camp Manufacturing
Company, Incorporated, a Virginia corporation, under the corporate seals of
their respective corporations, was duly submitted to and considered by the
stockholders of The Wortendyke Manufacturing Company, at a meeting separately
called and separately held at the office of said company in Richmond, Virginia,
for the purpose of taking the same into consideration, due notice of the time,
place and general object of which meeting was given by publication at least six
times a week for two successive weeks in a newspaper having a general
circulation in Richmond, Virginia, where the principal office of said company is
located, and by mailing a copy of such notice at least ten days prior to such
meeting to the last known post office address of each of the stockholders of
record of said company; and that at said meeting, at which the holders of a
majority of the issued and outstanding shares of the Common stock of said
company and a majority of the issued and outstanding shares of the Preferred
stock of said company were present or represented by proxy, the said Common
stock and Preferred stock constituting all of the capital stock of the
corporation, said Joint Agreement was
<PAGE>
<PAGE>
considered and a vote by ballot, in person or by proxy, was taken for the
adoption or rejection of the same, each share entitling the holder to one vote,
and that a majority of all of the votes cast at said meeting was cast in favor
of the adoption of said Joint Agreement.
(could a page be missing here?)
Joint Agreement, after having been entered into and signed by all of the
directors of said company and of Camp Manufacturing Company, Incorporated, a
Virginia corporation, under the corporate seals of their respective
corporations, was duly submitted to and considered by the stockholders of The
Wortendyke Manufacturing Company, at a meeting separately called and separately
held at the office of said company in Richmond, Virginia, for the purpose of
taking the same into consideration, due notice of the time, place and general
object of which meeting was given by publication at least six times a week for
two successive weeks in a newspaper having a general circulation in Richmond,
Virginia, where the principal office of said company is located, and by mailing
a copy of such notice at least ten days prior to such meeting to the last known
post office address of each of the stockholders of record of said company; and
that at said meeting, at which the holders of a majority of the issued and
outstanding shares of the Common stock of said company and a majority of the
issued and outstanding shares of the Preferred stock of said company were
present or represented by proxy, the said Common stock and Preferred stock
constituting all of the capital stock of the corporation, said Joint Agreement
was considered and a vote by ballot, in person or by proxy, was taken for the
adoption or rejection of the same, each share entitling the holder to one vote,
and that a majority of all of the votes cast at
<PAGE>
<PAGE>
said meeting was cast in favor of the adoption of said Joint Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and caused the
corporate seal of said company to be affixed hereto and duly attested by the
Secretary of said company, this 26th day of March, 1953.
----------------------------------
President
ATTEST:
- ---------------------------------------
Secretary
STATE OF VIRGINIA :
: To-Wit:
CITY OF RICHMOND :
I, /s/ , a Notary Public in and for the State and City
aforesaid, do hereby certify that E. BRUCE LIVY, President, and WILLIAM F. VESS,
Secretary, respectively, of The Wortendyke Manufacturing Company, whose names
are signed to the writing above bearing date the 26th day of March, 1953, have
acknowledged the same before me in my State and City aforesaid.
My commission expires on the 7th day of February, 1955. Given under my
hand this 26th day of March, 1953.
/s/
--------------------------------
Notary Public
<PAGE>
<PAGE>
I, J.L. Camp, Jr., President of Camp Manufacturing Company,
Incorporated, a Virginia corporation, hereby certify as such President and under
the corporate seal of said company, attested by John C. Parker, the Secretary of
said company, that the foregoing Joint Agreement, after having been entered into
and signed by all of the directors of said company and of The Wortendyke
Manufacturing Company, a Virginia corporation, under the corporate seals of
their respective corporations, was duly submitted to and considered by the
stockholders of Camp Manufacturing Company, Incorporated at a meeting separately
called and separately held at the office of said company in Isle of Wight
County, near Franklin, Virginia, for the purpose of taking the same into
consideration, due notice of the time, place and general object of which meeting
was given by publication at least six times a week for two successive weeks in a
newspaper having a general circulation in Isle of Wight County, Virginia, where
the principal office of said company is located, and by mailing a copy of such
notice at least ten days prior to such meeting to the last known post office
address of each of the stockholders of record of said company; and that at said
meeting, at which the holders of a majority of the issued and outstanding shares
of the Common stock of said company and a majority of the issued and outstanding
shares of the Common B stock of said company were present or represented by
proxy, the said Common stock and Common B stock constituting all of the capital
stock of the said company, said Joint Agreement was considered and a vote by
ballot, in person or by proxy, was taken for the adoption or rejection of the
same, each share entitling the holder to one vote, and that a majority of all of
the votes cast at
<PAGE>
<PAGE>
said meeting was cast in favor of the adoption of said Joint Agreement.
IN WITNESS WHEREOF, I have hereunto signed by name and caused the
corporate seal of said company to be affixed hereto and duly attested by the
Secretary of said company, this 26th day of March, 1953.
----------------------------------
President
ATTEST:
- -------------------------------------
Secretary
STATE OF VIRGINIA :
: To-Wit:
CITY OF ISLE OF WIGHT :
I, /s/ , a Notary Public in and for the State and County aforesaid, do
hereby certify that J. L. Camp, Jr., President, and John C. Parker, Secretary,
respectively, of Camp Manufacturing Company, Incorporated, whose names are
signed to the writing above bearing date the 26th day of March, 1953, have
acknowledged the same before me in my State and County aforesaid.
My commission expires on the 22nd day of January, 1956. Given under my
hand this 26th day of March, 1953.
/s/
---------------------------------
Notary Public
<PAGE>
<PAGE>
AT RICHMOND, December 7, 1954
In re: Merger of
Lumber Sales Corporation
(a Virginia corporation)
into Camp Manufacturing Company, Incorporated
(a Virginia corporation)
to form a single Virginia corporation, under the name
Camp Manufacturing Company, Incorporated.
This day there was presented to the State Corporation Commission the
original of an agreement of merger of Lumber Sales Corporation into Camp
Manufacturing Company, Incorporated, bearing date the 9th day of September,
1954, executed by the board of directors of each of said corporations,
respectively, under their respective corporate seals; together with the
certificate of the President of each of the said corporations under the
corporate seal of the respective corporation, attested by its Secretary, which
said certificates were acknowledged by the officers of the said respective
corporations signing the same before an officer authorized by the laws of this
Commonwealth to take acknowledgments to deeds; the object of said agreement and
certificates being to merge Lumber Sales Corporation into Camp Manufacturing
Company, Incorporated, to form a single Virginia corporation, under the name
Camp Manufacturing Company, Incorporated;
And it appearing that the corporations aforesaid are organized under the
laws of the Commonwealth of Virginia for the purpose of carrying on the same or
a similar business, and are authorized under the laws of this Commonwealth to
merge;
And it further appearing from said papers that said agreement was
submitted to the stockholders of each of said corporations separately, at
meetings called and held as required by law, and
<PAGE>
<PAGE>
that at each of said meetings the joint agreement was considered,
and a vote by ballot, in person or by proxy, taken for the
adoption or Corporation into Camp Manufacturing Company,
Incorporated, bearing date the 9th day of September, 1954, executed by the board
of directors of each of said corporations, respectively, under their respective
corporate seals; together with the certificate of the President of each of the
said corporations under the corporate seal of the respective corporation,
attested by its Secretary, which said certificates were acknowledged by the
officers of the said respective corporations signing the same before an officer
authorized by the laws of this Commonwealth to take acknowledgments to deeds;
the object of said agreement and certificates being to merge Lumber Sales
Corporation into Camp Manufacturing Company, Incorporated, to form a single
Virginia corporation, under the name Camp Manufacturing Company, Incorporated;
And it appearing that the corporations aforesaid are organized under the
laws of the Commonwealth of Virginia for the purpose of carrying on the same or
a similar business, and are authorized under the laws of this Commonwealth to
merge;
And it further appearing from said papers that said agreement was
submitted to the stockholders of each of said corporations separately, at
meetings called and held as required by law, and that at each of said meetings
the joint agreement was considered, and a vote by ballot, in person or by proxy,
taken for the adoption or rejection of the same, and that, at each of said
meetings, at least a majority of all the votes cast was voted in favor of said
agreement of merger;
The State Corporation Commission certifies that it has ascertained and
does now declare that the corporations mentioned
<PAGE>
<PAGE>
have, by complying with the requirements of the law of the Commonwealth
of Virginia, entitled themselves to the merger applied for,
under the name Camp Manufacturing Company, Incorporated,
with principal office in Isle of Wight County, Virginia, post office Franklin,
Virginia, in accordance with the terms and provisions, and subject to all the
conditions contained in said agreement of merger bearing date the 9th day of
September, 1954, aforesaid, to the same effect as if said agreement were now
herein transcribed in full, and that the resulting corporation, Camp
Manufacturing Company, Incorporated, is hereby declared to have all the powers
and privileges conferred, and to be subject to all the conditions and
restrictions imposed, by law upon corporations of this character; and said
agreement, together with said certificates, is, with this order, hereby ordered
to be recorded.
/s/ Ralph T. Catterall
----------------------------------
Chairman
Attest:
/s/ N.W. Atkinson
- ---------------------------
Clerk of the Commission
COMMONWEALTH OF VIRGINIA
Office of the State Corporation Commission
In the City of Richmond, the 7th day of December, 1954,
The foregoing certificate of merger was this day received and
duly admitted to record in this office and is hereby certified to the Clerk
of the Circuit Court of Isle of Wight County according to law.
STATE CORPORATION COMMISSION
By /s/ Ralph T. Catterall
-------------------------------
Chairman
Attest:
/s/ N.W. Atkinson
- ---------------------------
Clerk of the Commission
<PAGE>
<PAGE>
Virginia:
In the Clerk's Office of the Circuit Court of Isle of Wight County, the
12th day of January , 1955.
The foregoing agreement of merger and certificates, with the [appears
line was dropped] declared to have all the powers and privileges conferred, and
to be subject to all the conditions and restrictions imposed, by law upon
corporations of this character; and said agreement, together with said
certificates, is, with this order, hereby ordered to be recorded.
/s/ Ralph T. Catterall
---------------------------
Chairman
Attest:
/s/ N.W. Atkinson
- --------------------------
Clerk of the Commission
COMMONWEALTH OF VIRGINIA
Office of the State Corporation Commission In the City of Richmond, the
7th day of December, 1954, The foregoing certificate of merger was this
day received and
duly admitted to record in this office and is hereby certified to the Clerk of
the Circuit Court of Isle of Wight County according to law.
STATE CORPORATION COMMISSION
By /s/ Ralph T. Catterall
--------------------------
Chairman
Attest:
N.W. Atkinson
- ---------------------------------
Clerk of the Commission
Virginia:
In the Clerk's Office of the Circuit Court of Isle of Wight County, the
12 day of January, 1955.
<PAGE>
<PAGE>
The foregoing agreement of merger and certificates, with the order of
the State Corporation Commission thereon, was received, duly admitted to record,
duly spread, and is now certified to the Clerk of the State Corporation
Commission.
Teste:
/s/ R.W. Edwards
-----------------------------------
Clerk By R.E. Holland Deputy
<PAGE>
<PAGE>
This joint agreement made and entered into this 9th day of
September, 1954, pursuant to Sections 13-40 and 13-43 of the Code
of Virginia and acts amendatory thereof, between J. I. Camp, Jr.,
W. M. Camp, Hugh D. Camp, Walter C. Shorter, Elis Gibson, B. J.
Ray, John M. Camp, Walter S. Robertson, John C. Parker, P.R. Camp,
John S. Alfriend and E. Bruce Livy, comprising the Board of
Directors of Camp Manufacturing Company, Incorporated, and Camp
Manufacturing Company, Incorporated, a corporation created and
existing under the laws of the Commonwealth of Virginia, with its
principal office in Isle of Wight County, near the Town of
Franklin, Virginia, parties of the first part, and F. E.
Frankfort, J. D. Camp, Jr., John M. Camp, W. M. Camp and Hugh D. Camp,
comprising the Board of Directors of Lumber Sales Corporation, and
Lumber Sales Corporation, a corporation created and existing under
the laws of the Commonwealth of Virginia, with its principal
office in Isle of Wight County, near the Town of Franklin, Virginia,
parties of the second part;
WHEREAS the said two corporations are chartered, organized and existing
under the laws of the Commonwealth of Virginia for the purpose of carrying on
the same or similar businesses, and are therefore entitled to merge or
consolidate into one consolidated corporation under the title and certificate of
incorporation of Camp Manufacturing Company, Incorporated, as a continuing
corporation; and
WHEREAS, the respective Boards of Directors of said corporations deem it
advisable to the end that great efficiency and economy of management may be
accomplished, and otherwise and generally for the advantage and welfare of said
corporations and their several and respective stockholders to merge and
consolidate
<PAGE>
<PAGE>
the said Lumber Sales Corporation into the said Camp Manufacturing
Company, Incorporated upon the terms and conditions hereinafter set forth; and
WHEREAS the said Camp Manufacturing Company, Incorporated has heretofore
issued Two Million Three Hundred Seventy-Six Thousand Six Hundred Fifty-Five
Dollars ($2,376,655.00) of par value of common stock, represented by [language
dropped?] of the par value of Five ($5.00) dollars each, One thousand six
hundred ten (1,610) shares of which are now held in the Treasury of that
company, and the remaining Four hundred seventy-three thousand seven hundred
twenty-one (473,721) shares of [illegible] common stock are now issued and
outstanding and has heretobefore [illegible] Two Million Eight Hundred Fifty-One
Thousand Six Hundred Sixty-Five Dollars (2,851,665) of par value of common B
stock, represented by five hundred seventy thousand three hundred thirty-one
(570,331) shares of the par value of five ($5.00) dollars each, seven thousand
one hundred thirty-nine (7,139) shares of which are now held in the Treasury of
that company, and the remaining five hundred sixty- three thousand one hundred
ninety-two (563,192) shares of which common stock are now issued and
outstanding; and [illegible] the said Lumber Sales Corporation has heretofore
issued sixty-seven thousand dollars ($67,000.00) of par value of common stock,
represented by six hundred seventy (670) shares of the par value of One Hundred
Dollars ($100.00) each, all of which common stock is now issued and outstanding;
NOW, THEREFORE, THE JOINT AGREEMENT ATTESTETH:
That in consideration of the premise and of the sum of One
Dollars ($1.00) each to the other cash in hand paid, at and before the sealing
and delivery of these presents, receipt whereof is
<PAGE>
<PAGE>
hereby acknowledged, and in consideration of the mutual covenants,
agreements and stipulations herein contained, the said parties of
the first and second parts do promise, agree and contract, each
with the other, as follows:
Article 1. That upon the approval of the stockholder of the said two
corporations in the manner prescribed by law, and upon the issuance by the state
corporation commission of Virginia of its certificate for said merger, the said
Lumber Sales Corporation shall be, and is hereby, merged into the said Camp
Manufacturing Company, Incorporated, the continuing corporation as one
corporation, which shall continue in existence [illegible] of Camp Manufacturing
Company, Incorporated, hereinafter referred to as the merged [illegible] by five
hundred seventy thousand three hundred thirty-one (570,331) shares of the par
value of five ($5.00) dollars each, seven thousand one hundred thirty-nine
(7,139) shares of which are now held in the Treasury of that company, and the
remaining five hundred sixty-three thousand one hundred ninety-two (563,192)
shares of which Common Stock are now issued and outstanding; and Lumber Sales
Corporation has heretofore issued sixty-seven thousand dollars ($67,000.00) of
par value of Common Stock, represented by six hundred seventy (670) shares of
the par value of One Hundred Dollars ($100.00) each, all of which Common Stock
is now issued and outstanding;
NOW, THEREFORE, THIS JOINT AGREEMENT WITNESSETH:
That in consideration of the premises and of the sum of One
Dollar ($1.00) each to the other cash in hand paid, at and before the sealing
and delivery of these presents, receipt thereof is hereby acknowledged, and in
consideration of the mutual covenants, agreements and stipulations herein
contained, the said parties of
<PAGE>
<PAGE>
the first and second part do promise, agree and contract, each with the
other, as follows:
ARTICLE 1. That upon the approval of the stockholders of the said two
corporations in the manner prescribed by law, and upon the issuance by the State
Corporation Commission of Virginia of its certificate for said merger, the said
Lumber Sales Corporation shall be, and is hereby, merged into the said
Camp Manufacturing Company, Incorporated, the continuing corporation, as one
corporation, which shall continue in existence under the name of Camp
Manufacturing Company, Incorporated, hereinafter referred to as the merged and
consolidated corporation; and all and singular the rights, privileges and
franchises of Lumber Sales Corporation, except as restricted by law, shall be
transferred to and vested in Camp Manufacturing Company, Incorporated, as
effectually as they were vested in Lumber Sales Corporation; and all and
singular the property (the word "property" whenever used in this agreement to be
taken as meaning and including real, personal and mixed property, of every kind,
character and description and wheresoever located, debts due or to become due,
on whatever account, with the security therefor, of whatever form, as well as
other choses and things in action, rights of way, easements and appurtenances,
and all other assets and interests, of whatever kind, class, character or
description) belonging to Lumber Sales Corporation shall be transferred to and
vested in Camp Manufacturing Company, Incorporated, without further act or deed,
and as effectually as the same were vested in Lumber Sales Corporation, all of
which said rights, privileges, franchises and property shall thenceforth belong
to Camp Manufacturing Company, Incorporated, and the title to real estate,
either by deed or otherwise under the law, vested
<PAGE>
<PAGE>
in Lumber Sales Corporation, and the title to real estate, either by deed or
otherwise under the law, vested in Lumber Sales Corporation shall not be deemed
to revert or be in any way impaired, but shall likewise be deemed and taken as,
and be transferred to and vested in Camp Manufacturing, Company, Incorporated,
as effectually as they were previously vested in Lumber Sales Corporation; and
all debts, liabilities and duties of Lumber Sales Corporation, shall, when the
said merger or consolidation shall be complete, attach to said merged or
consolidated corporation, and be enforceable against it, to the same extent as
if the said debts, liabilities and duties had been incurred or contracted by it.
Lumber Sales Corporation hereby agrees that if at any time any further
assurances of title by it to any right, privilege, franchise or property
transferred to the merged corporation by operation of law is necessary,
advisable and legal, it will, acting through its proper officers, execute such
further assurances of title as may be proper and requisite and take all other
action necessary, advisable and legal to carry out the details of this merger,
and thereunto its officers, according to their respective powers and duties, are
hereby duly authorized.
ARTICLE 11. The name of the merged and consolidated
corporation shall be and remain Camp Manufacturing Company, Incorporated. It is
agreed, however, that Camp Manufacturing Company, Incorporated may, if it so
desires, use the present corporate name of Lumber Sales Corporation or a similar
name.
ARTICLE III. The name and residence of the principal officers and
directors of the merged and consolidated corporation, who shall hold their
offices until their successor shall be duly elected or
<PAGE>
<PAGE>
appointed according to the bylaws of Camp Manufacturing Company,
Incorporated, and shall qualify as such, are as follows:
Officers
<TABLE>
<CAPTION>
Name Office Residence
- ---- ------ ---------
<S> <C> <C>
J. L. Camp, Jr. President Franklin, Va.
Hugh D. Camp Vice President Franklin, Va.
_. M. Camp Vice President Franklin, Va.
Walter _. Shorter Vice President Franklin, Va.
K. M. __________ Vice President Franklin, Va.
John _. Parker General Counsel, Franklin, Va.
Secretary and Treasurer
_. A. Lipscomb, Jr. Controller and Franklin, Va.
Assistant Secretary
John M. Camp, Jr. Assistant Treasurer Franklin, Va.
</TABLE>
Directors
<TABLE>
<CAPTION>
Name Residence
---- ---------
<S> <C>
John _. ______ Norfolk, Va.
Hugh D. Camp Franklin, Va.
_. L. Camp, Jr. Franklin, Va.
J. M. Camp Franklin, Va.
P. _. Camp Franklin, Va.
_. _. Camp Franklin, Va.
E. Bruce Livy Richmond, Va.
_____ ______ West Point, Va.
John C. Parker Franklin, Va.
Gorton J. ____ Franklin, Va.
Walter _. Robertson Richmond, Va.
_____ _. ________ Franklin, Va.
</TABLE>
ARTICLE IV. Neither of said corporations has any bonds
outstanding, and no bonds are to be issued at this time by the
merged and consolidated corporation.
ARTICLE V. The holders of the six hundred seventy (670)
shares of the Common Stock of Lumber Sales Corporation of the par
value of One Hundred Dollars ($100.00) per share shall surrender
the same and the same shall be cancelled, and said holders, other
than Camp Manufacturing Company, Incorporated, which is the holder
of four hundred sixty-nine (469) of said shares, shall receive in
exchange therefor six thousand four hundred two (6,402) shares of
<PAGE>
<PAGE>
Common Stock of the par value of Five Dollars ($5.00), per shares
of the merged and consolidated corporation, such exchange shall be
made by each of said stockholders of Lumber Sales Corporation,
other than Camp Manufacturing Company, Incorporated, on the basis
of thirty-one and eight thousand four hundred sixty-nine ten
thousandths (31.8469) shares of said Common Stock of Camp
Manufacturing Company, Incorporated for each share of the Common
Stock of Lumber Sales Corporation standing in his or her name on
the books of the latter corporation at the time of the merger. In
such exchange of stock no certificates for or so as to include any fractional
part of a share of the Common B Stock of Camp Manufacturing Company,
Incorporated shall be issued, and wherever the number of shares of the Common B
Stock of Camp Manufacturing Company, Incorporated which any holder of stock of
Lumber Sales Corporation shall be entitled to receive in such exchange shall
include a fractional part of a share, there shall be issued to such holder in
such exchange the nearest number of whole shares, higher or lower, as the case
may be, of the Common B Stock of Camp Manufacturing Company, Incorporated, a
fractional part of a share equalling or exceeding one-half a share to entitle
such holder to the next higher number of whole shares, and a fractional part of
a share less than one-half a share to entitle such holder to the next lower
number of whole shares. Said surrender, cancellation and exchange shall be made
without cost to the present stockholders of Lumber Sales Corporation and of Camp
Manufacturing Company, Incorporated as they exist at the time of the merger. For
the purpose of said exchange there shall be issued six thousand four hundred two
(6,402) shares of the authorized but unissued Common B Stock of Camp
Manufacturing Company, Incorporated. The holders of
<PAGE>
<PAGE>
the presently outstanding four hundred seventy-three thousand seven hundred
twenty-one (473,721) shares of the Common Stock of Five ($5.00) Dollars par
value per share of Camp Manufacturing Company, Incorporated, and the holders of
the presently outstanding five hundred sixty-three thousand one hundred
ninety-two (563,192) shares of Common B Stock of Five ($5.00) Dollars par value
per share, of Camp Manufacturing Company, Incorporated, shall not on the Common
Stock of Lumber Sales Corporation standing in his or her name on the books of
the latter corporation at the time of the merger. In such exchange of stock no
certificates for or so as to include any fractional part of a share of the
Common B Stock of Camp Manufacturing Company, Incorporated shall be issued, and
wherever the number of shares of the Common B Stock of Camp Manufacturing
Company, Incorporated which any holder of stock of Lumber Sales Corporation
shall be entitled to receive in such exchange shall include a fractional part of
a share, there shall be issued to such holder in such exchange the nearest
number of whole shares, higher or lower, as the case may be, of the Common B
Stock of Camp Manufacturing Company, Incorporated, a fractional part of a share
equalling or exceeding one-half a share to entitle such holder to the next
higher number of whole shares, and a fractional part of a share less than
one-half a share to entitle such holder to the next lower number of whole
shares. Said surrender, cancellation and exchange shall be made without cost to
the present stockholders of Lumber Sales Corporation and of Camp Manufacturing
Company, Incorporated as they exist at the time of the merger. For the purpose
of said exchange there shall be issued six thousand four hundred two (6,402)
shares of the authorized but unissued Common B Stock of Camp Manufacturing
Company, Incorporated. The
<PAGE>
<PAGE>
holders of the presently outstanding four hundred seventy-three thousand seven
hundred twenty-one (473,721) shares of the Common Stock of Five ($5.00) Dollars
par value per share of Camp Manufacturing Company, Incorporated, and the
holders of the presently outstanding five hundred sixty-three thousand one
hundred ninety-two (563,192) shares of Common B Stock of Five($5.00) Dollars
par value share, of Camp Manufacturing Company, Incorporated, shall not on
account of this merger receive any additional stock of the merged and
consolidated corporation.
Upon the completion of said exchange
the capital stock of the merged and consolidated corporation will consist of:
Common ($5.00 par value):
Authorized, 600,000 shares;
In Treasury, 1,610 shares;
issued and outstanding, 473,721 shares;
Common B ($5.00 par value):
Authorized, 600,000 shares;
In Treasury, 7,139 shares;
issued and outstanding, 569,594 shares;
ARTICLE VI. The merged and consolidated corporation shall have as its
charter and by-laws the present charter and by-laws of Camp Manufacturing
Company, Incorporated, unless and until the same are changed according to law.
ARTICLE VII. The costs incident to the merger contemplated by this agreement
shall be borne by the merged and consolidated corporation.
ARTICLE VIII. On and after the issuance by the State Corporation
Commission of Virginia of its certificate for such merger, and when and if this
merger and consolidation shall have
<PAGE>
<PAGE>
been completed Lumber Sales Corporation shall no longer exist as a separate
corporation.
ARTICLE IX. The Secretaries of the two merging corporations are
hereby directed to mail and publish notices in the manner prescribed by law of
the meeting of the stockholders of each of said corporations, to be held at
their respective principal offices and places of meeting, for the purpose of
taking action hereon. This agreement shall be submitted to the stockholders at
each of said meetings, as provided by law, and shall take effect and be deemed
and taken to be the agreement and act of merger of the said corporations upon
the adoption thereof by the votes at said meetings of the holders of a majority
of all of the shares of the stock of each of the said corporations, upon the
issuance by the State Corporation Commission of Virginia of its certificate for
such merger, and upon the doing of such other acts and things as shall be
required by the laws of the Commonwealth of Virginia.
ARTICLE X. Any stockholder of Lumber Sales Corporation who has
not given assent to this agreement of merger or consolidation may serve notice
of dissent on the President, Secretary or Treasurer of Lumber Sales Corporation,
either within or without the Commonwealth of Virginia, at any time within 60
days after the date of said meeting of the stockholders of Lumber Sales
Corporation, without awaiting the consummation of the merger or consolidation;
and any stockholder of Camp Manufacturing Company, Incorporated who has not
given assent to this agreement or merger or consolidation may serve notice of
dissent on the President, Secretary or Treasurer of Camp Manufacturing Company,
Incorporated, either within or without the Commonwealth of Virginia, at any time
within 60 days after the date of said meeting of the stockholders of Camp
<PAGE>
<PAGE>
Manufacturing Company, Incorporated, without awaiting the consummation of the
merger of consolidation.
IN TESTIMONY WHEREOF all of the Directors of the said two merging
Corporations have hereunto set their hands and seals; the corporate name of Camp
Manufacturing Company, Incorporated, has hereunto been signed and its corporate
seal has been hereto affixed and attested by its proper officers thereunto duly
authorized by a meeting of the Board of Directors of said corporation, duly and
regularly called and held on the 9th day of September, 1954; and the corporate
name of Lumber Sales Corporation has been hereunto signed and its corporate seal
hereto affixed by its proper officers thereunto duly authorized by a special
meeting of the Board of Directors of said corporation, duly and regularly called
and held on the 10th day of September, 1954; all as of the day and year first
above written.
CAMP MANUFACTURING COMPANY,
INCORPORATED
By________________________________
President
ATTEST:
- --------------------------
Secretary
________________________(SEAL)
________________________(SEAL)
________________________(SEAL) Directors
of
________________________(SEAL) Manufacturing
Company,
________________________(SEAL) Incorporated.
________________________(SEAL)
<PAGE>
<PAGE>
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
LUMBER SALES CORPORATION
By________________________________
President
ATTEST:
- -------------------------
Secretary
________________________(SEAL)
________________________(SEAL)
________________________(SEAL) Directors
of
________________________(SEAL) Lumber Sales
Corporation
________________________(SEAL) Manufacturing
Company,
________________________(SEAL) Incorporated.
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
________________________(SEAL)
LUMBER SALES CORPORATION
By________________________________
President
ATTEST:
<PAGE>
<PAGE>
- -------------------------
Secretary
________________________(SEAL)
________________________(SEAL) Directors
of
________________________(SEAL) Lumber Sales
Corporation
________________________(SEAL)
________________________(SEAL)
<PAGE>
<PAGE>
I, P. E. Frankfort, President of Lumber Sales Corporation, a Virginia
corporation, hereby certify as such President and under the corporate seal of
said corporation, attested by John C. Parker, the Secretary of said corporation,
that the foregoing Joint Agreement, after having been entered into and signed by
all or a majority of the directors of said corporation and of Camp Manufacturing
Company, Incorporated, a Virginia corporation, under the corporate seals of
their respective corporations, was duly submitted to and considered by the
stockholders of Lumber Sales Corporation at a meeting separately called and
separately held at the office of said company in Isle of Wight County, near
Franklin, Virginia, for the purpose of taking the same into consideration, due
notice of the time, place and general object of which meeting was given by
publication at least six times a week for two successive weeks in a newspaper
having a general circulation in Isle of Wight County, Virginia, where the
principal office of said company is located, and by mailing a copy of such
notice at least ten days prior to such meeting to the last know post office
address of each of the stockholders of record of said company; and that at said
meeting, at which the holders of a majority of the issued and outstanding shares
of the Common stock of said company were present or represented by proxy, the
said Common stock constituting all of the capital stock of the said company,
said Joint Agreement was considered and a vote by ballot, in person or by proxy,
was taken for the adoption or rejection of the same, each share entitling the
holder to one vote, and that a majority of all of the votes cast at said
meeting, was cast in favor of the adoption of said Joint Agreement.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name and caused the
corporate seal of said company to be affixed hereto and duly attested by the
Secretary of said corporation, this _____ day of __________, 1954.
----------------------------------
President
Attest:
- -----------------------------
Secretary
STATE OF VIRGINIA )
) To-wit:
COUNTY OF ISLE OF WIGHT )
I, _____________________, a Notary Public in and for the State and
County aforesaid, do hereby certify that P. E. Frankfort, President, and John C.
Parker, Secretary, respectively, of Lumber Sales Corporation, whose names are
signed to the writing above bearing date the ____th day of ________________,
1954, have acknowledged the same before me in my State and County aforesaid.
My commission expires the _________ day of ____________, 195_. Given
under my hand this _____ day of ______________, 1954.
----------------------------------
Notary Public
<PAGE>
<PAGE>
I, J. L. Camp, Jr., President of Camp Manufacturing Company,
Incorporated, a Virginia corporation, hereby certify as such President and under
the corporate seal of said company, attested by John C. Parker, the Secretary of
said company, that the foregoing Joint Agreement, after having been entered into
and signed by all or a majority of the directors of said corporation and of
Lumber Sales Corporation, a Virginia corporation, under the corporate seals of
their respective corporations, was duly submitted to and considered by the
stockholders of Camp Manufacturing Company, Incorporated at a meeting separately
called and separately held at the office of said company in Isle of Wight
County, near Franklin, Virginia, for the purpose of taking the same into
consideration, due notice of the time, place and general object of which meeting
was given by publication at least six times a week for two successive weeks in a
newspaper having a general circulation in Isle of Wight County, Virginia, where
the principal office of said company is located, and by mailing a copy of such
notice at least ten days prior to such meeting to the last know post office
address of each of the stockholders of record of said company; and that at said
meeting, at which the holders of a majority of the issued and outstanding shares
of the Common stock of said company and a majority of the issued and outstanding
shares of the Common B Stock of said company were present or represented by
proxy, the said Common stock and Common B stock constituting all of the capital
stock of the said company, said Joint Agreement was considered and a vote by
ballot, in person or by proxy, was taken for the adoption or rejection of the
same, each share entitling the holder to one vote, and that a majority of all of
the votes cast at said meeting, was cast in favor of the adoption of said Joint
Agreement.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name and caused the
corporate seal of said company to be affixed hereto and duly attested by the
Secretary of said corporation, this _____ day of __________, 1954.
----------------------------------
President
Attest:
- -----------------------------
Secretary
STATE OF VIRGINIA )
) To-wit:
COUNTY OF ISLE OF WIGHT )
I, _____________________, a Notary Public in and for the State and
County aforesaid, do hereby certify that J. L. Camp, Jr., President, and John C.
Parker, Secretary, respectively, of Camp Manufacturing Company, Incorporated,
whose names are signed to the writing above bearing date the ____th day of
________________, 1954, have acknowledged the same before me in my State and
County aforesaid.
My commission expires the _________ day of ____________, 195_. Given
under my hand this _____ day of ______________, 1954.
----------------------------------
Notary Public
County of Isle of Wight, the ____ day of ____________, 195_.
The foregoing certificate of merger and certificate of the
State Corporation Commission thereon was received, duly admitted to
<PAGE>
<PAGE>
record, duly spread, and is now certified to the Clerk of the State Corporation
Commission.
Teste:
----------------------------------
Clerk
<PAGE>
<PAGE>
THIS AGREEMENT OF MERGER, made and entered into this 11th day of June,
1956, by and between UNION BAG & PAPER CORPORATION (hereinafter sometimes called
"Union") and the Directors thereof, parties of the first part, and CAMP
MANUFACTURING COMPANY, INCORPORATED (hereinafter sometimes called "Camp") and
the Directors thereof, parties of the second part;
Union is a New Jersey corporation, organized under the general laws of
New Jersey pursuant to an agreement of consolidation made the 22nd day of
August, 1916, between The Union Bag and Paper Company, a New Jersey corporation,
and Riegel Bag & Paper Company, a New Jersey corporation. Union maintains its
principal New Jersey office at No. 1 Exchange Place, Jersey City, New Jersey.
Under its charter, its total authorized capital stock consists of 10,000,000
shares of par value of $6 2/3 each.
Camp is a Virginia corporation, organized under the laws of Virginia
pursuant to an agreement of merger recorded October 30, 1944, between Camp
Manufacturing Company, a Virginia corporation, and Chesapeake-Camp Corporation,
a Virginia corporation, under the name of Chesapeake-Camp Corporation (which
name was changed to Camp Manufacturing Company, Incorporated, by an amendment to
its charter on July 14, 1945, which said charter was subsequently amended on the
16th day of December, 1946). Its principal office is located in the County of
Isle of Wight, near Franklin, Virginia. Under its charter its total authorized
capital stock consists of 1,200,000 shares, of which 600,000 are shares of
Common Stock of the par value of $5.00 each and 600,000 are shares of Common
Stock B of the par value of $5.00 each.
Union and Camp (hereinafter referred to as the "Constituent
Corporations") were organized for the purpose of carrying on the same or a
similar business and the purposes for which they were organized are such as to
permit their merger in accordance with the laws of New Jersey and Virginia.
The respective Boards of Directors of the Constituent Corporations, in
pursuance of the plan of reorganization of both of said Corporations, deem it
desirable, to the end that wider diversification of business and product, more
efficient use of facilities and greater economics in operation may be realized
and otherwise and generally for the advantage and welfare of the said
Corporations and their several and respective stockholders, to merge Union and
Camp, under and pursuant to the laws of the Commonwealth of Virginia and of the
State of New Jersey, all as hereinafter provided.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That in consideration of the
premises and of the mutual agreements, provisions, covenants and promises herein
contained, it is hereby agreed by and between the parties hereto that Union
shall be, and it is hereby, merged with Camp, and Camp shall continue in
existence as the surviving corporation under the laws of Virginia with the name
of Union Bag-Camp Paper Corporation (hereinafter referred to as the
"Corporation"). The merger shall, a counterpart hereof having been filed with
the proper authorities of the State of New Jersey, take effect on such date as
the State Corporation
<PAGE>
<PAGE>
Commission of Virginia shall issue its certificate for such merger (which date
is hereinafter sometimes referred to as the "effective date of the merger"), all
under the terms, conditions, provisions and restrictions, and with the powers
herein contained under the charter of Camp Manufacturing Company, Incorporated,
amended to read as hereinafter set forth; and the parties hereto, by these
presents, hereby prescribe the terms and conditions of the said merger and the
mode of carrying the same into effect, which terms and conditions and mode of
carrying the same into effect the parties hereto do mutually and severally agree
and covenant to observe, keep and perform; that is to say:
ARTICLE I
The charter of Camp as heretofore amended, if from and after the
effective date of the merger, hereby changed to read as shown on Exhibit A
hereto.
ARTICLE II
1. Until the number shall be altered, by an amendment of
the by-laws, the Corporation shall have twenty Directors, all of one
class, to be elected annually.
The names and places of residence of the Directors of the Corporation
who shall hold office from the effective date of the merger until their
successors be elected or appointed according to the by-laws of the Corporation,
are as follows:
<TABLE>
<CAPTION>
Name Place of Residence
---- ------------------
<S> <C>
Lawrence D. Barney 96 Undercliff Road
Montclair, New Jersey
Malcolm S. Black 356 Forest Road
South Orange, New Jersey
Edwin F. Blain 290 Sasco Hill Road
Fairfield, Conn.
Sydney K. Bradley Hillcrest Park,
Stamford, Conn.
Alexander Calder 89 Undercliff Road
Montclair, New Jersey
Alexander Calder, Jr. 264 Upper Mountain Avenue
Montclair, New Jersey
Robert G. Calder Quaker Lake
Pawling, New York
Louis Cader, Jr. Whipporwill Road
Armonk, New York
J. L. Camp, Jr. Franklin, Va.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
W. M. Camp Franklin, Va.
Hugh D. Camp Franklin, Va.
John M. Camp Franklin, Va.
Wilton D. Cole 37 Lake Drive
Mountain Lakes, N.J.
Thomas T. Dunn 1408 Bacon Park Drive
Fairway Oaks, Savannah, Ga.
Robert W. Groves Beaulieu, Savannah, Ga.
Kenneth J. Hanau 333 Crestmont Road
Montclair, New Jersey
D. J. Hardenbrook 36 East 69th St.
New York, N.Y.
William J. Borden Chappaqua, New York
W. Paul Stillman 27 Cooney Terrace
Fair Haven, New Jersey
Homer A. Vilas 206 Fernwood
Upper Montclair, New Jersey
</TABLE>
2. The following persons shall hold the following offices in the
Corporation upon the effective date of the merger, and their offices, names and
places of residence are as follows:
<TABLE>
<CAPTION>
Office Name Residence
------ ---- ---------
<S> <C> <C>
Chairman of the Board Alexander Calder 89 Undercliff Road
Montclair, New Jersey
Vice Chairman of the Board J. L. Camp, Jr. Franklin, Virginia
President Alexander Calder, Jr. 264 Upper Mountain Ave.
Montclair, New Jersey
Executive Vice President, Hugh D. Camp Franklin, Virginia
Camp Division
Executive Vice President, Thomas T. Dunn 1408 Bacon Park Drive,
Manufacturing Fairway Oaks, Savannah,
Ga.
Secretary and Treasurer Malcolm S. Black 356 Forest Road
South Orange, New Jersey
</TABLE>
ARTICLE III
CERTAIN PROVISIONS AS TO THE MERGER
1. Submission to Stockholders and Filing. This Agreement of Merger is
entered into subject to the approval of, and shall be
<PAGE>
<PAGE>
submitted to, the stockholders of the respective Constituent Corporations, as
provided by law, at meetings which shall be held as soon as practicable and in
no event later than August 31, 1956. The Constituent Corporations shall do all
such other acts and things as shall be necessary or desirable in order to
effectuate the merger; provided that neither of the Constituent Corporations may
require the other to file this Agreement of Merger with the proper authorities
of the States of New Jersey and Virginia until the conditions set forth in
Paragraph 7(b) of this Article III are fulfilled or are waived by the Board of
Directors of such other corporation.
2. Effect of Merger upon Stock of Constituent Corporations.
Upon the effective date of the merger:
(a) Each share of Capital Stock (par value $62/3 per share) of
Union, which shall be issued and outstanding (excluding any shares then
held in the treasury of Union, which shares shall cease to exist and
shall be cancelled) shall be thereby converted into one share of Capital
Stock (par value $62/3 per share) of the Corporation.
(b) Each share of Common Stock and Common Stock B of Camp (each
of the par value of $5 per share) which shall be issued and outstanding
(excluding any shares then held in the treasury of Camp, which shares
shall cease to exist and shall be cancelled) shall be thereby converted
into 1.75 shares of Capital Stock (par value $62/3 per share) of the
Corporation.
(c) Upon the consummation of the merger there will be outstanding
$47,564,520 aggregate par amount of Capital Stock divided into 7,134,678
shares, having a par value of $62/3 each, and the amount of stated
capital of the Corporation at that time is hereby fixed at $47,564,520.
After the effective date of the merger, each holder of an outstanding
certificate or certificates theretofore representing Capital Stock of Union or
Common Stock or Common Stock B of Camp may surrender the same to the
Corporation, and such holder shall be entitled, upon such surrender, to receive
in exchange therefor a certificate or certificates representing the number of
shares of Capital Stock of the Corporation into which the shares of stock of
Union or Camp theretofore represented by the certificate or certificates so
surrendered shall have been converted as aforesaid. Such exchange shall be at
the expense of the Corporation. Until so surrendered, each outstanding
certificate which, prior to the effective date of the merger, represented shares
of stock of Union or Camp, shall be deemed for all corporate purposes to
evidence ownership of the shares of stock of the Corporations into which the
same shall have been so converted; provided, however, that unless and until any
such outstanding Camp certificates shall be so surrendered, no dividend payable
to the holders of record of Capital Stock of the Corporation as of any date
subsequent to the effective date of the merger shall be paid to the holders of
outstanding Camp certificates, but upon such surrender of any such outstanding
certificate or certificates, the amount of such unpaid dividends shall be paid
to the holder in whose name the certificate
<PAGE>
<PAGE>
or certificates for Capital Stock of the Corporation shall be issued.
The Corporation shall not be required to issue any fraction of a share
of Capital Stock of the Corporation, but may require any stockholder to sell or
complete any fraction of a share, or may provide for scrip or other such
substitute as may be approved by the Corporation.
3. Restrictions on Action Prior to Effective Date of Merger. Prior to
the effective date of the merger, neither of the Constituent Corporations will
engage in any activity or transaction other than in the ordinary course of
business without first obtaining the approval of the other. The Constituent
Corporations will not declare or pay any dividends prior to the effective date
of the merger, other than regular quarterly dividends at regular rates, or issue
or acquire any of their own stock.
4. Effect of Merger on Property. Upon the effective date of the merger,
all the property, rights, privileges, franchises, leases, contracts, patents,
trade-marks, licenses, registrations and other assets of every kind and
description of Union shall be transferred to, vested in and devolved upon the
Corporation, without further act or deed, and all property, rights and every
other interest of the Constituent Corporations. Union hereby agrees, from time
to time as and when requested by the Corporation or by its successors or
assigns, to execute and deliver, or cause to be executed and delivered, all such
deeds and instruments, and to take, or cause to be taken, such further or other
action as the Corporation may deem necessary or desirable in order to vest in
and confirm to the Corporation title to, and possession of, any property of
Union acquired or to be acquired by reason of or as a result of the merger
herein provided for, and otherwise to carry out the intent and purposes hereof,
and the proper officers and directors of Union and the proper officers and
directors of the Corporation are fully authorized in the name of Union or
otherwise to take any and all such action.
5. By-laws. The by-laws of Camp, as they may be amended from time
to time, shall be the by-laws of the Corporation.
6. Employee Benefit Plans. Until otherwise determined by the Board of
Directors of the Corporation, all pension and group insurance arrangements of
the Constituent Corporations shall continue for the benefit of the employees and
retired employees of each of the Constituent Corporations to which they apply
and shall remain separate and exclusively for the benefit of such employees.
7. Termination and Abandonment. Anything herein or elsewhere to
the contrary notwithstanding, this Agreement of Merger may be terminated and
abandoned:
(a) by mutual consent of the Boards of Directors of the
Constituent Corporations, at any time prior to the effective date of the merger;
<PAGE>
<PAGE>
(b) by the Board of Directors of either of the Constituent
Corporations, at any time prior to the effective date of the merger, if
either the Internal Revenue Service of the United States or the
Department of Taxation of Virginia has not issued a ruling satisfactory
to such Board of Directors that such merger will not result in
recognized gain or loss or taxable income to either of the Constituent
Corporations or their stockholders.
In the event of termination and abandonment of this Agreement of Merger
by the Board of Directors of either of the Constituent Corporations as above
provided, written notice shall be given to the other and thereupon this
Agreement of Merger shall become wholly void and of no effect and there shall be
no liability on the part of either of the Constituent Corporations or its Board
of Directors or stockholders.
IN WITNESS WHEREOF, Union Bag & Paper Corporation and Camp Manufacturing
Company, Incorporated, have caused this Agreement of Merger to be signed in
their respective corporate names by their respective officers, thereunto duly
authorized, and have caused their respective seals to be hereunto affixed and
duly attested, and the undersigned directors of each of the said corporations
have signed and sealed these presents, all as of the day and year first above
written.
UNION BAG & PAPER CORPORATION
By________________________________
President
Attest:
- --------------------------
Secretary
LAWRENCE D. BARNEY, MALCOLM S. BLACK, EDWIN F. BLAIR, SYDNEY K. BRADLEY,
ALEXANDER CALDER, ALEXANDER CALDER, JR., ROBERT G. CALDER, WILTON D. COLE,
THOMAS T. DUNN, ROBERT W. GROVES, KENNETH J. HANAU, D. J. HARDENBROOK,
WILLIAM J. MORDEN, W. PAUL STILLMAN AND HOMER A. VILAS.
----------------------- ---------------------------
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<PAGE>
<PAGE>
----------------------- ---------------------------
being all or a majority of their number.
CAMP MANUFACTURING COMPANY, INCORPORATED
By________________________________
President
Attest:
- --------------------------------
Secretary
JOHN S. ALFRIEND, HUGH D. CAMP, J. L. CAMP, JR., J. M. CAMP, JOHN M.
CAMP, P. R. CAMP, W. M. CAMP, PHILIP E. FRANKFORT, C. C. GOULDMAN, ROBERT M.
JEFFRESS, S. A. LIPSCOMB, JR., ELIS OLSSON, JOHN C. PARKER, BURTON J. RAY, J. E.
RAY, III AND WALTER C. SHORTER.
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----------------------- ---------------------------
----------------------- ---------------------------
being all or a majority of their number.
Agreed to and approved by the Board of Agreed to and approved by the Board of
Directors of UNION BAG & PAPER Directors of CAMP MANUFACTURING
CORPORATION. COMPANY, INCORPORATED.
- ------------------------------------ -------------------------------------
Chairman of the Board Chairman of the Board
<PAGE>
<PAGE>
EXHIBIT A
CHARTER
OF
UNION BAG-CAMP PAPER CORPORATION
------------
ARTICLE I
The name of the Corporation is UNION BAG-CAMP PAPER CORPORATION.
ARTICLE II
The purpose for which the Corporation is organized is to acquire, own,
hold, use, produce, mine, manufacture, process, distribute, mortgage, sell and
generally deal in timber, lumber, wood, pulp, board, paper, minerals, metals,
chemicals and all products made wholly or partly thereof or therefrom, and all
other real and personal property of every kind, without limitation. The
Corporation shall have all corporate powers provided by Virginia law, including
the power to acquire and hold or guarantee securities of other corporations, but
shall not have the powers of a bank, insurance company, railroad or other public
service company.
ARTICLE III
The maximum amount of the Capital Stock of the Corporation is to be
$66,666,6662/3, and the minimum amount is to be $10,000,000; and the Capital
Stock is to be divided into shares of the par value of $62/3 per share. Each
outstanding share of Capital Stock shall be entitled to one vote on each matter
submitted to a vote at any meeting of the stockholders of the corporation.
ARTICLE IV
All stock of the Corporation, whether now or hereafter authorized, may
be issued from time to time for such consideration as may be fixed from time to
time by the Board of Directors.
ARTICLE V
All corporate powers shall be exercised by the Board of Directors,
except as otherwise required by statute or by the charter as at the time
amended.
The Board of Directors shall have the power to make and alter the
by-laws.
The Board of Directors shall have the right to prescribe reasonable
rules and regulations governing any inspection of the books and records by the
stockholders.
<PAGE>
<PAGE>
ARTICLE VI
The principal office of the Corporation shall be in the County of Isle
of Wight, Virginia, and its post office address shall be Franklin, Virginia.
ARTICLE VII
The amount of real estate to which the holdings of the Corporation are
limited is 10,000,000 acres.
<PAGE>
<PAGE>
CERTIFICATE OF THE SECRETARY OF UNION BAG & PAPER CORPORATION
RELATIVE TO VOTE OF STOCKHOLDERS
I, MALCOLM S. BLACK, Secretary of Union Bag & Paper Corporation, a
corporation organized and doing business pursuant to Title 14 of the Revised
Statutes of New Jersey as amended, do hereby certify in accordance with the
provisions of Section 14:12-3 of said Revised Statutes, as amended:
1. That the foregoing Agreement of Merger of Union Bag & Paper
Corporation and Camp Manufacturing Company, Incorporated was agreed to
by the directors of said Union Bag & Paper Corporation at a duly
convened meeting called for that purpose.
2. That said Agreement was duly submitted to the stockholders of
said Union Bag & Paper Corporation at a meeting thereof called for the
purpose of taking the same into consideration, of which twenty days'
notice of time, place and object thereof was mailed to the last known
post office address of each of said stockholders.
3. That said Agreement was considered by the stockholders at said
meeting and a vote of the stockholders was taken by ballot for the
adoption or rejection of said Agreement and the stockholders owning more
than two-thirds of the shares of the capital stock of said Union Bag &
Paper Corporation voted in favor of the adoption of said Agreement.
4. That the meeting of stockholders of Union Bag & Paper
Corporation and the said vote by ballot on said Agreement were held and
taken separately from the meeting of stockholders and vote of said Camp
Manufacturing Company, Incorporated.
5. That the principal office of Union Bag & Paper Corporation is
No. 1 Exchange Place, Jersey City, New Jersey, and August Lages is the
agent therein and in charge thereof, upon whom process against said
Union Bag & Paper Corporation may be served within said state.
IN WITNESS WHEREOF, I have hereunto signed my name as Secretary and
affixed the seal of Union Bag & Paper Corporation this ____ day of July, 1956.
----------------------------------
Secretary
<PAGE>
<PAGE>
CERTIFICATE OF THE SECRETARY OF CAMP MANUFACTURING COMPANY,
INCORPORATED RELATIVE TO VOTE OF STOCKHOLDERS
I, JOHN C. PARKER, Secretary of Camp Manufacturing Company,
Incorporated, a corporation organized and doing business under the law of the
State of Virginia, do hereby certify in accordance with the provisions of
Section 14:12-3 of the Revised Statutes of New Jersey, as amended:
1. That the foregoing Agreement of Merger of Camp Manufacturing
Company, Incorporated and Camp Manufacturing Company, Incorporated was
agreed to by the directors of said Camp Manufacturing Company,
Incorporated at a duly convened meeting called for that purpose.
2. That said Agreement was duly submitted to the stockholders of
said Camp Manufacturing Company, Incorporated at a meeting thereof
called for the purpose of taking the same into consideration, of which
twenty days' notice of time, place and object thereof was mailed to the
last known post office address of each of said stockholders.
3. That said Agreement was considered by the stockholders at said
meeting and a vote of the stockholders was taken by ballot for the
adoption or rejection of said Agreement and the stockholders owning more
than two-thirds of the shares of the capital stock of said Camp
Manufacturing Company, Incorporated voted in favor of the adoption of
said Agreement.
4. That the meeting of stockholders of Camp Manufacturing
Company, Incorporated and the said vote by ballot on said Agreement were
held and taken separately from the meeting of stockholders and vote of
said Union Bag & Paper Corporation.
5. That the principal office of Camp Manufacturing Company,
Incorporated is Isle of Wight County, Virginia, near Franklin, Virginia,
and A. E. S. Stephens, of Smithfield, Virginia, is the duly appointed
agent of Camp Manufacturing Company, Incorporated, upon whom process
against said Camp Manufacturing Company, Incorporated may be served
within said state.
IN WITNESS WHEREOF, I have hereunto signed my name as Secretary and
affixed the seal of Camp Manufacturing Company, Incorporated this ____ day of
July, 1956.
----------------------------------
Secretary
<PAGE>
<PAGE>
CERTIFICATE OF ADOPTION OF AGREEMENT OF MERGER
THIS TO CERTIFY that a special meeting of the stockholders of UNION BAG
& PAPER CORPORATION, a New Jersey corporation, was held at its principal office,
located at No. 1 Exchange Place, New Jersey City, Hudson, County, New Jersey, on
the 12th day of July, 1956, for the purpose of considering and voting upon the
adoption or rejection of an agreement of merger entered into between Union Bag &
Paper Corporation and the directors thereof and Camp Manufacturing Company,
Incorporated and the directors thereof, bearing date the 11th day of June, 1956;
That due notice of the time, place and general object of the said
meeting was given by publication at least six (6) times a week for two (2)
successive weeks in The Virginian-Pilot, a newspaper of general circulation in
the County of Isle of Wight, Virginia, and by mailing a copy of the notice, at
least twenty (20) days prior to the meeting, to the last known post office
address of each of the stockholders of record on the books of Union Bag & Paper
Corporation at the close of business on June 18, 1956, the record date
established by the Board of Directors, and at the said meeting, which was duly
convened, there were represented in person or by proxy 4,580,678 shares of the
Capital Stock of the corporation, constituting more than two-thirds of the total
number of shares of the said Capital Stock issued and outstanding, and the said
agreement of merger was considered and a vote by ballot was taken for the
adoption or rejection thereof, and 4,560,467 shares of the said Capital Stock
represented at said meeting were voted in favor of the adoption of the said
agreement of merger, constituting more than two-thirds of the total number of
shares of capital stock issued and outstanding and more than a majority of all
of the votes cast at said meeting; and
That the said meeting further authorized and directed that, a
counterpart of the said agreement of merger having previously been filed with
the proper authorities of the State of New Jersey (which the undersigned hereby
certify to have been now accomplished), the fact of the adoption of the said
agreement of merger be duly certified to the State Corporation Commission of
Virginia by the Vice President of the corporation under the seal of the
corporation, attested by its Secretary, and that this certificate, together with
a like certificate of Camp Manufacturing Company, Incorporated, and together
with a executed copy of the said agreement of merger, be presented to the State
Corporation Commission of Virginia, as evidence of the compliance with the
requirements of the laws of the State of Virginia pursuant to which the said
merger is to be effected.
IN TESTIMONY WHEREOF, this certificate has, pursuant to authority from
the stockholders as aforesaid, been executed by Wilton D. Cole, as Vice
President of Union Bag & Paper Corporation, under the seal of the said
corporation, duly attested by Malcolm S. Black, its Secretary, this ____ day of
July, 1956.
----------------------------------
Vice President of
<PAGE>
<PAGE>
Union Bag & Paper Corporation
Attest:
- ------------------------------
Secretary
STATE OF NEW JERSEY )
) to wit:
COUNTY OF ESSEX )
I, Charles Fiumefreddo, Jr., a notary public in and for the County
aforesaid, in the State of New Jersey, do hereby certify that Wilton D. Cole and
Malcolm S. Black, Vice President and Secretary, respectively, of Union Bag &
Paper Corporation, whose names as such are signed to the foregoing writing,
bearing date the ____ day of July, 1956, have acknowledged the same before me in
my County aforesaid, and further acknowledged that the corporate seal thereunto
affixed is the common and corporate seal of the said Union Bag & Paper
Corporation.
Given under my hand and notarial seal this ____ day of July, 1956.
----------------------------------
Notary Public
My commission expires on April 30, 1961.
<PAGE>
<PAGE>
CERTIFICATE OF ADOPTION OF AGREEMENT OF MERGER
THIS TO CERTIFY that a special meeting of the stockholders of CAMP
MANUFACTURING COMPANY, INCORPORATED, a Virginia corporation, was held at its
principal office, located in the County of Isle of Wight, near Franklin,
Virginia, on the 12th day of July, 1956, for the purpose of considering and
voting upon the adoption or rejection of an agreement of merger entered into
between Union Bag & Paper Corporation and the directors thereof and Camp
Manufacturing Company, Incorporated and the directors thereof, bearing date the
11th day of June, 1956;
That due notice of the time, place and general object of the said
meeting was given by publication at least six (6) times a week for two (2)
successive weeks in The Virginian-Pilot, a newspaper of general circulation in
the County of Isle of Wight, Virginia, and by mailing a copy of the notice, at
least twenty (20) days prior to the meeting, to the last known post office
address of each of the stockholders of record on the books of Union Bag & Paper
Corporation at the close of business on June 21, 1956, the record date
established by the Board of Directors, and at the said meeting, which was duly
convened, there were represented in person or by proxy 463,650 shares of the
Common Stock of the corporation, constituting more than two-thirds of the total
number of shares of the said Common Stock issued and outstanding, and 533,407
shares of the Common Stock B of the corporation, constituting more than two-
thirds of the total number shares of said Common Stock B issued and outstanding,
and the said agreement of merger was considered and a vote by ballot was taken
for the adoption or rejection thereof, and 463,650 shares of the said Common
Stock and 533,407 shares of the said Common Stock B represented at said meeting
were voted in favor of the adoption of the said agreement of merger,
constituting more than two-thirds of the total number of shares of capital stock
issued and outstanding and more than a majority of all of the votes cast at said
meeting; and
That the said meeting further authorized and directed that, a
counterpart of the said agreement of merger having previously been filed with
the proper authorities of the State of New Jersey (which the undersigned hereby
certify to have been now accomplished), the fact of the adoption of the said
agreement of merger be duly certified to the State Corporation Commission of
Virginia by the Vice President of the corporation under the seal of the
corporation, attested by its Secretary, and that this certificate, together with
a like certificate of Union Bag & Paper Corporation, and together with a
executed copy of the said agreement of merger, be presented to the State
Corporation Commission of Virginia, as evidence of the compliance with the
requirements of the laws of the State of Virginia pursuant to which the said
merger is to be effected.
IN TESTIMONY WHEREOF, this certificate has, pursuant to authority from
the stockholders as aforesaid, been executed by Hugh D. Camp, as President of
Camp Manufacturing Company, Incorporated, under the seal of the said
corporation, duly attested by John C. Parker, its Secretary, this ____ day of
July, 1956.
<PAGE>
<PAGE>
----------------------------------
Vice President of
Camp Manufacturing Company,
Incorporated
Attest:
- ------------------------------
Secretary
STATE OF VIRGINIA )
) to wit:
COUNTY OF ISLE OF WIGHT )
I, J. J. Fively, Jr., a notary public in and for the County aforesaid,
in the State of Virginia, do hereby certify that Hugh D. Camp and John C.
Parker, President and Secretary, respectively, of Camp Manufacturing Company,
Incorporated, whose names as such are signed to the foregoing writing, bearing
date the ____ day of July, 1956, have acknowledged the same before me in my
County aforesaid, and further acknowledged that the corporate seal thereunto
affixed is the common and corporate seal of the said Camp Manufacturing Company,
Incorporated.
Given under my hand and notarial seal this ____ day of July, 1956.
----------------------------------
Notary Public
My commission expires on ________________.
<PAGE>
<PAGE>
COMMONWEALTH OF VIRGINIA
DEPARTMENT OF THE STATE CORPORATION COMMISSION
AT RICHMOND, July 12, 1956.
In re: Merger of
Union Bag & Paper Corporation,
a New Jersey corporation,
with
Camp Manufacturing Company, Incorporated,
a Virginia corporation,
into a single corporation, under the name of
Union Bag & Paper Corporation
This day there was presented to the State Corporation Commission the
original of an agreement of merger of Union Bag & Paper Corporation, a New
Jersey corporation, and Camp Manufacturing Company, Incorporated, a Virginia
corporation, bearing date the 11th day of June, 1956, executed by the board of
directors of each of said corporations, respectively, under their respective
corporate seals; together with the certificate of the Vice President of Union
Bag & Paper Corporation, under the corporate seal of the said corporation,
attested by its Secretary, the certificate of the President of Camp
Manufacturing Company, Incorporated, under the corporate seal of the said
corporation, attested by its Secretary, which said certificates were
acknowledged by the officers of the said respective corporations signing the
same before an officer authorized by the laws of this Commonwealth to take
acknowledgments to deeds; the object of said agreement and certificates being to
merge Union Bag & Paper Corporation with Camp Manufacturing Company,
Incorporated, under the name of Union Bag & Paper Corporation.
<PAGE>
<PAGE>
And it appearing that the corporations aforesaid are organized for the
purpose of carrying on the same or a similar business, and are authorized under
the laws of this Commonwealth to merge;
And it further appearing from said papers that said agreement was
submitted to the stockholders of each of said corporations separately, at
meetings called and held as required by law, and that at each of said meeting
the joint agreement was considered, and a vote by ballot, in person or by proxy,
taken for the adoption or rejection of the same, and that, at each of said
meetings, at least a majority of all the votes cast was in favor of said
agreement of merger;
The State Corporation Commission certifies that it has ascertained and
does now declare that Union Bag & Paper Corporation and Camp Manufacturing
Company, Incorporated, have, by complying with the requirements of the law of
the Commonwealth of Virginia, entitled themselves to the merger applied for,
under the name of Union Bag & Paper Corporation, with principal office in the
County of Isle of Wight, and its post office address Franklin, Virginia, in
accordance with the terms and provisions and subject to all the conditions
contained in said agreement of merger bearing date the 11th day of June, 1956,
aforesaid, to the same effect as if said agreement were now herein transcribed
in full, and that the said merged corporation, Union Bag & Paper Corporation, is
hereby declared to have all the powers and privileges conferred, and to be
subject to all the conditions and restrictions imposed, by law upon corporations
of this character; and said agreement, together with said certificates, is, with
this order, hereby ordered to be recorded.
<PAGE>
<PAGE>
----------------------------------
Chairman
Attest:
- ------------------------------
Clerk of the Commission
COMMONWEALTH OF VIRGINIA
Office of the State Corporation Commission
In the City of Richmond, the 12th day of July, 1956.
The foregoing certificate of merger was this day received and duly
admitted to record in this office and is hereby certified to the Clerk of the
Circuit Court of the County of Isle of Wight, according to law.
STATE CORPORATION COMMISSION
By________________________________
Chairman
Attest:
- ----------------------------------
Clerk of the Commission
Virginia:
In the Clerk's Office of the Circuit Court of the
<PAGE>
<PAGE>
CERTIFICATE FOR AMENDMENT
TO THE CHARTER
of
CHESAPEAKE-CAMP CORPORATION
WHEREAS, Chesapeake-Camp Corporation,, a corporation created and
existing under and by virtue of the laws of the Commonwealth of Virginia,
desires to have its charter amended as hereinafter set out; now, therefore, to
that end, I, J. L. Camp, Jr., President of said corporation, under the seal of
the said corporation, attested by the Secretary thereof, do hereby certify as
follows:
1. That on the 12th day of September, 1939, after due notice to all of
the directors of the corporation, there was held at the office of he
corporation, in Isle of Wight County, near Franklin, Virginia, a meeting of the
Board of Directors of the aforesaid corporation, at which meeting more than a
majority of the directors were present and unanimously passed the following
resolution, declaring that the following amendment to the charter of the said
corporation is advisable:
RESOLVED, that in the judgment of the Board of Directors of this
corporation, it is advisable to amend the charter of this corporation by
changing the location of the principal office of the corporation in the
State of Virginia from the Town of Franklin, South-Hampton County,
Virginia, to Isle of Wight County, near Franklin, Virginia, and to that
end, that application be made to the State Corporation Commission of
Virginia to amend the charter of this corporation granted by the State
Corporation Commission of Virginia on the 11th day of December, 1936, so
that paragraph (b), when so amended, shall, in lieu of paragraph (b) of
the original charter, read as follows:
"(b) PRINCIPAL OFFICE.
"The principal office of the corporation in this state is to be
located in the County of Isle of Wight, near Franklin, Virginia."
2. That the proceedings of the said meeting were duly
entered on the minutes of the Board of Directors.
WHEREFORE, this certificate is now signed by J. L. Camp,
Jr., President of Chesapeake-Camp Corporation, with its corporate seal
hereunto affixed and attested by J. M. Camp, its Secretary, this ____ day
of September, 1939.
----------------------------------
President of Chesapeake-Camp
Corporation
Attest:
<PAGE>
<PAGE>
- --------------------------
Secretary.
<PAGE>
<PAGE>
STATE OF VIRGINIA:
COUNTY OF ISLE OF WIGHT, to-wit:
I, ________________, a notary public in and for the County aforesaid, in
the State of Virginia, do hereby certify that J. L. Camp, Jr., President, and J.
M. Camp, Secretary, respectively, of Chesapeake-Camp Corporation, whose names
are signed to the foregoing writing, bearing date on the ____ day of September,
1939, have acknowledged the same before me in my County and State aforesaid.
Given under my hand this _____ day of September, 1939.
---------------------------------------
Notary Public.
My commission expires on __________.
<PAGE>
<PAGE>
CERTIFICATE OF AMENDMENT
to the charter of
CHESAPEAKE-CAMP CORPORATION
WHEREAS, Chesapeake-Camp Corporation,, a corporation created and
existing under and by virtue of the laws of the Commonwealth of Virginia,
desires to have its charter amended as hereinafter set out; now, therefore, to
that end, I, J. L. Camp, Jr., President of said corporation, under the seal of
the said corporation, attested by the Secretary thereof, do hereby certify as
follows:
1. That on the 21st day of January, 1941, after due notice to all of the
directors of the corporation, there was held at the office of he corporation, in
Isle of Wight County, near Franklin, Virginia, a meeting of the Board of
Directors of the aforesaid corporation, at which meeting more than a majority of
the directors were present and unanimously passed the following resolution,
declaring that the following amendment to the charter of the said corporation is
advisable:
RESOLVED, that in the judgment of the Board of Directors of this
corporation, it is advisable to amend the charter of this corporation
for the purpose of changing the par value of the common stock of this
corporation from One Hundred Dollars ($100.00) per share to Ten Dollars
($10.00) per share, and to that end, that application be made to the
State Corporation Commission of Virginia to amend the charter of this
corporation granted by the State Corporation Commission of Virginia on
the 11th day of December, 1936 and subsequently amended by the State
Corporation Commission on the 22nd day of September, 1939, so that
paragraph (d), when so amended, shall, in lieu of paragraph (d) of the
original charter, read as follows:
"(a) CAPITAL STOCK.
"The capital stock of the corporation is to be divided into two
(20) classes: First, preferred stock, having par value of One Hundred
Dollars ($100.00) per share, of which the maximum amount is to be One
Million two Hundred Fifty Thousand Dollars ($1,250,000.00); and second,
common stock, having a par value of Ten Dollars ($10.00) per share, of
which the maximum amount is to be One Million Dollars ($1,000,000.00)
and the minimum amount is to be Five Hundred Thousand Dollars
($500,000.00).
"The said common stock, having a par value of Ten Dollars
($10.00) per share, shall be exchanged for the presently outstanding
common stock of the corporation, having a par value of One Hundred
Dollars ($100.00) per share, on the basis of ten (10) shares of such
common stock having a par value of Ten Dollars ($10.00) per
<PAGE>
<PAGE>
share for each one share of common stock now outstanding, having a par
value of One Hundred Dollars ($100.00) per share, upon the presentation
by the holder or holders thereof of the certificate or certificate for
the common stock now outstanding for exchange, and thereupon the
certificate or certificates for such common stock now outstanding shall
be cancelled.
"The preferred stock is to be so issued as to bear dividends at
the rate of five (5) per centum per annum on its par value from the date
of its original issue, payable quarterly on the 1st day of January,
April, July and October of each calendar year, the said dividends to be
cumulative and to be paid before any dividends shall be paid on the
common stock, the said preferred stock. [page ends here]
<PAGE>
<PAGE>
[this page starts with broken text]
erence over the common stock in any distribution, voluntary or otherwise, of the
corporate assets, in liquidation or otherwise; but except to he extent of the
its par value and accrued dividends, the preferred stock shall have no share in
the earnings or other assets of the corporation, and the holders thereof shall
not be entitled to any vote thereon, except in the event and to the extent that
is hereinafter provided in case default shall be made in the payment of
dividends. The holders of such preferred stock shall, however, be entitled to
the same notice of stockholders' meetings as may be provided for the holders of
common stock, and shall have the right to attend any and all stockholders'
meetings. Out of the profits or surplus of the corporation, as the same are
determined b the Board of Directors, the holders of record of preferred stock
shall be entitled, but only as and when declared by the Board of Directors, to
dividends at the rate of five (5) per centum per annum, payable quarterly as
hereinabove provided. The payment quarterly as hereinabove provided, at the rate
of five (5) per centum per annum, of dividends on such preferred stock to the
holders thereof, even though not earned by the corporation or not declared by
its Board of Directors, and the liquidation of said preferred stock at its par
value and accrued dividends to the date of such liquidation, may be guaranteed
by one or more other corporations or by such other person or persons as may be
willing to make such guaranty; and in the event the corporation shall fail to
declare and pay any quarterly dividend as hereinabove provided, and such
dividend be paid or caused to be paid by any such guarantor or guarantors, such
guarantor or guarantors so making any such payment shall be subrogated to the
right of the holder of such preferred stock on which such payment is so made
thereafter to receive such dividend as an when paid by the corporation, and when
such dividend be thereafter declared by the corporation it shall be by it paid
directly to such guarantor or guarantors, without further authorization from the
holder of the said preferred stock; and likewise in the event, upon liquidation,
the corporation shall fail to pay to the holder of any such preferred stock the
par value thereof and accrued dividends thereon to the time of such payment, and
such amount as may not be paid by the corporation, or any part thereof, be paid
or caused to be paid by any such guarantor or guarantors, such guarantor or
guarantors so making any such payment shall be subrogated to the right of the
holder of said preferred stock on which such payment is so made, but only after
said holder shall have received the full par value of sid stock and accrued
dividends, to the extent that such payment, in whole or in part, is to made by
such guarantor or guarantors, thereafter to receive such payments for on account
of the liquidation value of said stock as and when made by the corporation, and
when any such payments be made by the corporation, after said holder shall have
received the full par value of said stock and accrued dividends, they shall be
made directly to such guarantor or guarantors, without further authorization
from the holder of the said preferred stock. Any such guarantor shall have the
right to purchase from the holder thereof any or all of the preferred stock on
which the dividends and the liquidation of par value and accrued dividends are
so guaranteed by such guarantor, at the price, at the time and after the notice
herein provide for the redemption by the corporation of the said preferred
stock, at the time of such purchase. Should any
<PAGE>
<PAGE>
such guarantor at any time purchase less than the total amount of said preferred
stock so guaranteed by it or him the shares so purchased shall be selected by
lot. Should at any time there be default in the payment by the corporation and
by any guarantor or guarantors thereof of eight (8) quarterly dividends on the
sale preferred stock, whether or not any of such quarterly dividends have been
declared by the Board of Directors of the corporation, then and in such event,
and during the continuance of
<PAGE>
<PAGE>
there shall be such default shall have the right to one vote per share, equally
with the holders of the common stock, at all stockholders' meetings.
"The said preferred stock shall be subject to redemption, in
whole or in part, by the corporation on any dividend payment date, after
not less than thirty (30) days' prior written notice to the holder or
holders thereof, delivered in person or mailed to such holder or holders
at his or their post office address as the same appears on the records
of the corporation, at the price of One Hundred Five Dollars ($105.00)
per share if such stock be redeemed on or before January 1, 1942, and at
the price of One Hundred Three Dollars ($103.00) per share if redeemed
thereafter, and in each case together with accrued and unpaid dividends
until the time of such redemption, whether such dividends shall
previously have been declared by the Board of Directors of the
corporation or not. If, after such notice and call for redemption, the
holder or holders of such preferred stock as may be so called shall fail
to present the said stock at the time and place determined by such
notice for its redemption, then the holder or holders thereof shall not
be entitled to further dividends thereon, unless the corporation shall
fail to redeem the said stock at the price herein specified and at the
place specified in said notice, at the time fixed for such redemption or
thereafter, upon presentation of certificates for the said stock,
properly assigned. All stock redeemed by the corporation under the
provisions hereof shall be cancelled and shall not again be issued. In
the event the payment of dividends on any such preferred stock and the
payment of the par value hereof and accrued dividends upon liquidation
be guaranteed, as hereinabove provided, by one or more corporations or
persons, then and in the event of a partial redemption of the said
preferred stock the corporation shall redeem the same proportion of the
stock so guaranteed by each guarantor as it redeems of the total amount
of the said preferred stock then outstanding. The shares to be redeemed
of the stock so guaranteed by any guarantor, as well as the shares to be
redeemed of the stock not so guaranteed, shall be selected by lot. In
order to make more readily distinguishable the certificates for stock
which may be guaranteed, as hereinabove provided, by one corporation or
person from that so guaranteed by another corporation or person the
corporation may, insofar as may not be otherwise provided by law, print
or lithograph the certificates for the said preferred stock to be
guaranteed by one corporation or person on a different colored paper
from the certificates for that guaranteed by any other corporation or
person, or otherwise print, stamp or impose thereon such distinguishing
legends or endorsements as it may deem appropriate. The term "accrued
dividends", wherever used in this certificate with reference to the
preferred stock of the corporation, shall be deemed to mean the amount
which shall be equal
<PAGE>
<PAGE>
to Five per centum per annum on the par value of
the said stock from the date or dates of its original issue to the date
of redemption, purchase or distribution, as the case may be, less the
aggregate amount of all dividends which shall have been paid on the said
preferred stock to such date. So long as any of the said preferred stock
is issued and outstanding the corporation shall not, without the consent
of the holders of at least sixty (60) per centum of the said preferred
stock then outstanding (a) execute any mortgage or deed of trust upon
its real estate or tangible personal property or issue any debentures or
other similar obligations; provided, however, that this restriction
shall not apply to the deed of trust or first mortgage extended to
secure an issue of bonds in aggregate principal amount of $1,400,000.00
constituting a part of the original financing of the corporation, nor to
any deed of trust or mortgage which may hereafter be desired to be
executed for the purpose of or in connection with the refunding part,
nor shall this restriction apply to or prevent the purchase by the
corporation of property subject to any lien o liens thereon or the
execution by the corporation of a deed of trust or mortgage on any
property required by it subsequent to the date of the original issue of
the said preferred stock, or the making of bank loans or other
obligations in the usual course of business, or he creation of any other
indebtedness payable within one year after the same has been incurred;
or (b) declare any dividends upon its common stock the payment whereof,
at the time of such payment, will reduce the current assets of the
corporation, as shown by its books, below two hundred (200) per centum
of its current liabilities, as likewise shown."
And the said Board of Directors thereupon passed a further
resolution, ordering a meeting of the stockholders to be called on the 4th day
of February, 1941, according to law, to take action upon the foregoing
resolution proposing to amend the charter of the corporation.
2. That on the 4th day of February, 1941 there was held at the office of
the corporation, in Isle of Wight County, near Franklin, Virginia, a meeting of
the stockholders, after notice in writing had been given to each of the
stockholders of record by serving the same on them personally or by mailing it
to their last known office address, as furnished by them to the officers of the
corporation, at least ten (10) days prior to such meeting, and in such notice
there was stated the time and place of the meeting, and its object; that at said
meeting there were present or represented ten thousand (10,000) shares out of a
total of ten thousand (10,000) shares of the common stock of his corporation
issued and outstanding, that being the only class of stock having voting power;
that the foregoing resolution adopted by the Board of Directors, proposing to
amend the charter of this corporation in the manner hereinbefore set out, was in
terms laid before the stockholders' meeting and approved by a vote in favor of
such amendment of ten thousand (10,000) shares of said common stock,
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<PAGE>
that being at least two-thirds in interest of each class of the stockholders of
their corporation having voting power.
3. That the proceedings of the said meeting were duly entered on the
minutes of the proceedings of the stockholders.
[illegible], this certificate is now signed by J. L. Camp, Jr.,
President of Chesapeake-Camp Corporation aforesaid, with its corporate seal
hereunto affixed and attested by J. M. Camp, its Secretary, this ____ day of
February, 1941.
----------------------------------
President of Chesapeake-Camp
Corporation.
Attest:
- -----------------------------
Secretary
STATE OF VIRGINIA:
COUNTY OF ISLE OF WIGHT, to-wit:
I, ______________, a notary public in and for the County aforesaid, in
the State of Virginia, do hereby certify that J. L. Camp, Jr., President, and J.
M. Camp, Secretary, respectively, of Chesapeake-Camp Corporation, whose names
are signed to eh foregoing writing, bearing date on the ____ day of February,
1941, have acknowledged the said before me in my County and State aforesaid.
Given under my hand this ____ day of February, 1941.
<PAGE>
<PAGE>
COMMONWEALTH OF VIRGINIA
DEPARTMENT OF THE STATE CORPORATION COMMISSION
City of Richmond, October 30, 1944
In re: Merger of
Camp Manufacturing Company
into
Chesapeake-Camp Corporation,
under the name of
CHESAPEAKE-CAMP CORPORATION
---------------------------
THIS DAY there was presented to the State Corporation Commission the
original of an agreement of merger by and between Camp Manufacturing Company and
Chesapeake-Camp Corporation, bearing date the third day of October, 1944,
executed by the board of directors of each said corporations, respectively,
under their respective corporate seals; together with the certificate of the
president of Camp Manufacturing Company, under the corporate seal of the said
corporation, attested by its Secretary, and the certificate of the president of
Chesapeake-Camp Corporation, under the corporate seal of the said corporation,
attested by its Secretary, which said certificates were acknowledged by the
presidents of the said respective corporations signing the same, and by the
secretaries of each of said corporations, before an officer authorized by the
laws of this Commonwealth to take acknowledgments to deeds; the object of said
agreement and certificates being to merge Camp Manufacturing Company into
Chesapeake-Camp Corporation, under the name of CHESAPEAKE-CAMP CORPORATION.
<PAGE>
<PAGE>
AND IT APPEARING that the corporations aforesaid are organized under the
laws of the Commonwealth of Virginia for the purpose of carrying on the same or
a similar business, and are authorized under the laws of this Commonwealth to
merge and consolidate;
AND IT FURTHER APPEARING from said papers that said agreement was
submitted to the stockholders of each of said corporations separately, at
meetings called and held as required by law, and that at each of said meetings
the joint agreement was considered, and a vote by ballot, in person or by proxy,
taken for the adoption or rejection of the same, and that a majority of all
votes cast at each of said meetings was in favor of said agreement of merger;
THE STATE CORPORATION COMMISSION doth certify that if has ascertained
and doth now declare that Camp Manufacturing Company and Chesapeake-Camp
Corporation have, by complying with the requirements of the laws of the
Commonwealth of Virginia, entitled themselves to the merger applied for, under
the corporate name of CHESAPEAKE-CAMP CORPORATION, with principal office at Isle
of Wight County, near Franklin, Virginia, in accordance with the terms and
provisions, and subject to all the conditions contained in said agreement of
merger, bearing date the third day of October, 1944, aforesaid, to the same
effect as if said agreement were now herein transcribed in full, and that the
said merged corporation, CHESAPEAKE-CAMP CORPORATION, is hereby declared to have
all the powers and privileges conferred, and to be subject to all the conditions
and restrictions imposed by law upon corporations of this character; and said
agreement of merger, together with said certificates, is, with this order,
hereby ordered to be recorded.
----------------------------------
<PAGE>
<PAGE>
Chairman
Attest:
COMMONWEALTH OF VIRGINIA
Office of the STATE CORPORATION COMMISSION.
In the City of Richmond, the 30th day of October, 1944.
The foregoing certificate of merger was this day received and duly
admitted to recorded in this office and is hereby certified to the Clerk of the
Circuit Court of Isle of Wight County according o law.
STATE CORPORATION COMMISSION,
By________________________________
Chairman
Attest:
- ----------------------------
Clerk of the Commission.
VIRGINIA: In the Clerk's Office of the Circuit Court of Isle of Wight County,
the ____ day of _________________, 1945.
The foregoing certificate of merger and certificate of the State
Corporation Commission thereon was received, duly admitted to record, duly
spread, and is now certified to the Clerk of the State Corporation Commission.
Teste:
---------------------------
Clerk.
<PAGE>
<PAGE>
THIS AGREEMENT, made and entered into this 3rd day of October, 1944, by
and between CAMP MANUFACTURING COMPANY, a corporation duly chartered, organized
and existing under the laws of the Commonwealth of Virginia, and the DIRECTORS
thereof, parties of the first part, and CHESAPEAKE-CAMP CORPORATION, a
corporation duly chartered, organized and existing under the laws of the
Commonwealth of Virginia, and the DIRECTORS thereof, parties of the second part;
WHEREAS the charter of Camp Manufacturing Company was granted by the
Circuit Court of the County of Isle of Wight, Virginia, by order entered on the
2nd of November, 1887, and was subsequently amended by order entered by the said
Court on the 31st day of October, 1902, and was subsequently amended by the
State Corporation Commission of Virginia by orders entered on the 21st day of
February, 1907, the 3rd day of February, 1914, and the 24th day of June, 1930,
respectively; and
WHEREAS the said Camp Manufacturing Company has heretofore issued One
Million Nine Hundred Sixty Thousand Four Hundred Dollars ($1,960,400.00) of par
value of preferred capital stock, represented by nineteen thousand six hundred
four (19,604) shares, of the par value of One Hundred Dollars ($100.00) each,
all of which said One Million Nine Hundred Sixty Thousand Four Hundred Dollars
($1,960,400.00) of par value of preferred capital stock has heretofore been
acquired by the said corporation for retirement and redemption and is now owned
and held by the said corporation as treasury stock; and
WHEREAS the said Camp Manufacturing Company has heretofore issued Four
Hundred Fifty-five Thousand Seven Hundred Eighty-five Dollars and Seventy-one
Cents ($455,785.71) of par value of common
<PAGE>
<PAGE>
capital stock, represented by forty-five hundred fifty-seven and six-sevenths
(4557-6/7) shares, of the par value of One Hundred Dollars ($100.00) each, all
of which said Four Hundred Fifty-five Thousand Seven Hundred Eighty-five Dollars
and Seventy-one Cents ($455,785.71) of par value of common capital stock is now
issued and outstanding; and
WHEREAS the charter of Chesapeake-Camp Corporation was granted by the
State Corporation Commission of Virginia by order entered on the 11th day of
December, 1936, and was subsequently amended by the said Commission by orders
entered on the 22nd day of September, 1939, and on the 7th day of February,
1941, respectively; and
WHEREAS the said Chesapeake-Camp Corporation has heretofore issued One
Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) of par value of
preferred capital stock, represented by twelve thousand five hundred (12,500)
shares, of the par value of One Hundred Dollars ($100.00) each, all of which
said One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) of par value
of preferred capital stock in now issued and outstanding; and
WHEREAS the said Chesapeake-Camp Corporation has heretofore issued One
Million Dollars ($1,000,000.00) of par value of common capital stock,
represented by one hundred thousand (100,000) shares, of the par value of Ten
Dollars ($10.00) each, all of which said One Million Dollars ($1,000,000.00) of
par value of common capital stock is now issued and outstanding; and
WHEREAS the corporations aforesaid are organized for the purpose of
carrying on the same or a similar business; and
WHEREAS the respective Boards of Directors of the said corporations, in
pursuance of the plan of reorganization of both of
<PAGE>
<PAGE>
said corporations, deem it advisable, to he end that greater efficiency and
economy of management may be accomplished, and otherwise and generally for the
advantage and welfare of the said corporations and their several and respective
stockholders, to merge the said Camp Manufacturing Company into the said
Chesapeake- Camp Corporation, under and pursuant to the laws of the Commonwealth
of Virginia, all as hereinafter provided;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That in consideration of the
premises and of the mutual agreements, provisions, covenants, promises and
granted herein contained, and in accordance with the Acts of the General
Assembly of the Commonwealth of Virginia, it is hereby agreed by and between the
parties hereto that the said Camp Manufacturing Corporation, which shall
continue in existence under its present name, the said merger to become
effective [illegible]
<PAGE>
<PAGE>
Corporation Commission of Virginia shall issue its certificate for such merger,
al under the terms,conditions, provisions and restrictions and with the powers
herein contained, and under the charter provisions of Chesapeake-Camp
Corporation, amended to read as hereinafter set forth; and the parties hereto,
by these presents, hereby prescribe the terms and conditions of the said merger
and the mode of carrying the same into effect, which terms and conditions and
mode of carrying the same into effect the said parties hereto do mutually and
severally agree and covenant to observe, keep and perform; that is to say:
CHARTER PROVISIONS
(a) NAME.
The name of the merged corporation shall be CHESAPEAKE- CAMP CORPORATION.
(b) PRINCIPAL OFFICE.
The principal office of the merged corporation in this State is
to be located in the County of Isle of Wight, near Franklin, Virginia.
(c) PURPOSES.
The purposes for which the merged corporation is formed are to
manufacture, prepare, compound, fabricate, distribute, buy, sell and generally
deal in paper, wood, pulp, kraft board, and all manner of wood, timber and paper
products and articles made therefrom or in connection therewith; to obtain,
purchase or otherwise acquire formulae, patents and secret processes for the
manufacture, preparation and treatment of timber and wood products or other
articles of any kind, and to operate under, sell, assign, grant licenses in
respect of, or otherwise turn into the same to account; to enter into, carry out
or otherwise turn to account
<PAGE>
<PAGE>
contracts of every kind; to acquire, hold, mortgage, lease,convey, develop or
otherwise use or dispose of real and personal property of every kind and
description; and in general to carry on and conduct such operations and
enterprises, and do any and all such things in connection therewith as may be
permitted or authorized by the laws of the Commonwealth of Virginia, which may
be incidental to the purposes of the corporation.
<PAGE>
<PAGE>
Corporation Commission of Virginia shall issue its certificate for such merger,
al under the terms,conditions, provisions and restrictions and with the powers
herein contained, and under the charter provisions of Chesapeake-Camp
Corporation, amended to read as hereinafter set forth; and the parties hereto,
by these presents, hereby prescribe the terms and conditions of the said merger
and the mode of carrying the same into effect, which terms and conditions and
mode of carrying the same into effect the said parties hereto do mutually and
severally agree and covenant to observe, keep and perform; that is to say:
CHARTER PROVISIONS
(a) NAME.
The name of the merged corporation shall be CHESAPEAKE- CAMP
CORPORATION.
(b) PRINCIPAL OFFICE.
The principal office of the merged corporation in this State is
to be located in the County of Isle of Wight, near Franklin, Virginia.
(c) PURPOSES.
The purposes for which the merged corporation is formed are to
manufacture, prepare, compound, fabricate, distribute, buy, sell and generally
deal in paper, wood, pulp, kraft board, and all manner of wood, timber and paper
products and articles made therefrom or in connection therewith; to obtain,
purchase or otherwise acquire formulae, patents and secret processes for the
manufacture, preparation and treatment of timber and wood products or other
articles of any kind, and to operate under, sell, assign, grant licenses in
respect of, or otherwise turn into the same to account; to enter into, carry out
or otherwise turn to account
<PAGE>
<PAGE>
contracts of every kind; to acquire, hold, mortgage, lease,convey, develop or
otherwise use or dispose of real and personal property of every kind and
description; and in general to carry on and conduct such operations and
enterprises, and do any and all such things in connection therewith as may be
permitted or authorized by the laws of the Commonwealth of Virginia, which may
be incidental to the purposes of the corporation.
<PAGE>
<PAGE>
(a) CAPITAL STOCK.
The capital stock of the merged corporation is to be divided into
two (2) classes: first, preferred stock, having a par value of One Hundred
Dollars ($100.00) per share, to which the maximum amount is to be One Million
Two Hundred Fifty Thousand Dollars ($1,250,000.00); and second, common stock,
having a par value of Five Dollars ($5.00) per share, of which the maximum
amount is to be Four Million Seven Hundred Fifty Thousand Dollars
($4,750,000.00) and the minimum amount is to be Five Hundred Thousand Dollars
($500,000.00).
The preferred stock shall have in all respects the same
preferences, voting powers, restrictions and qualifications on by the preferred
stock now authorized under the charter of Chesapeake- Camp Corporation, as
amended. The preferred stock is to be so issued as to bear dividends at the rate
of five (5) per centum per annum on the par value from the date of the original
issue, payable quarterly on the last day of January, April, July and October of
each calendar year, the [illegible] dividends to be cumulative and to be paid
before any dividends shall be paid on the common stock, the self preferred
stock, to the extent of its par value and accrued dividends, to have preference
over the common stock in any distribution, voluntary or otherwise, of the
corporate assets, in that action or otherwise; but except to the extent of its
par value and accrued dividends, the preferred stock shall have no share in the
earnings or other assets of the corporation, and the holders thereof shall not
be entitled to any vote thereon, except in the event and to the extent that is
hereinafter provided in [illegible] in the payment of dividends. The holders of
such preferred stock shall, however, be entitled to the same notice of
[illegible] of
<PAGE>
<PAGE>
common stock, and shall have the right to [illegible] of all
stockholders meeting out of the [illegible] stock and to entitled, but only in
and when secured by the Board of Directors, to dividends at the rate of five (5)
percent per annum, payable quarterly, when [illegible] provided. The payment
[illegible] provided, at the rate of five (5) per centum per annum, of dividends
on such preferred stock to be holders thereof, even though not earned by the
corporation or not declared by its Board of Directors, and the liquidation of
the said preferred stock at its par value and accrued dividends to the date of
such liquidation, may be guaranteed by one or more other corporations or by such
other person or persons as may be willing to make such guaranty; and in the
event the corporation shall fail to declare and pay any quarterly dividend as
hereinabove provided, and such dividend be paid or caused to be paid by any such
guarantor or guarantors, such guarantor or guarantors so making any such payment
shall be subrogated to the right of the holder of such preferred stock on which
such payment is so made thereafter to receive such dividend as and when paid by
the corporation, and when such dividend be thereafter declared by the
corporation it shall be by it paid directly to such guarantor or guarantors,
without further authorization from the holder of the said preferred stock; and
likewise in the event, upon liquidation, the corporation shall fail to pay to
the holder of any such preferred stock the par value thereof and accrued
dividends thereon to the time of such payment, and such amount as may not be so
paid by the corporation, or any part thereof, be paid or caused to be paid by
any such guarantor or guarantors, such guarantor or guarantors so making any
such payment shall be subrogated to the right of the holder of said preferred
<PAGE>
<PAGE>
stock on which such payment is so made, but only after said holder shall have
received the full par value of said stock and accrued dividends, to the extent
that such payment, in whole or in part, is so made by such guarantor or
guarantors, thereafter to receive such payments for or on account of the
liquidation value of said stock as and when made by the corporation, and when
any such payments be made by the corporation, after said holder shall have
received the full par value of said stock and accrued dividends, they shall be
made directly to such guarantor or guarantors, without further authorization
from the holder of the said preferred stock. Any such guarantor shall have the
right to purchase from the holder thereof any or all of the preferred stock on
which the dividends and the liquidation of par value and accrued dividends are
so guaranteed by such guarantor, at the price, [illegible line] portion of the
said preferred stock, at the time of such purchase. Should any such guarantor at
any time purchase less than the total amount of said preferred stock so
guaranteed by it or him the shares so purchased shall be selected by lot. Should
at any time there be default in the payment by the corporation and by any
guarantor or guarantors thereof of eight (8) quarterly dividends on the said
preferred stock, whether or not any of such quarterly dividends have been
declared by the Board of Directors of the corporation, then and in such event,
and during the continuance of such dfault, but no longer, the holder of
preferred stock on which there shall be such default shall have the right to one
vote per share, equally with the holders of the common stock, at all
stockholders meetings.
The said preferred stock shall be subject to redemption, in whole
or in part, by the corporation on any dividend payment
<PAGE>
<PAGE>
date, after not less than thirty (30) days' prior written notice to the holder
or holders thereof, delivered in person or mailed to such holder or holders at
his or their post office address as the same appears on the records of the
corporation, at the price of One Hundred Three Dollars ($103.00) per share,
together with accrued and unpaid dividends until the time of such redemption,
whether such dividends shall previously have been declared by the Board of
Directors of the corporation or not. If, after such notice and call for
redemption the holder or holders of such referred stock as may be so called
shall fail to present the said stock at the time and place designated by such
notice for its redemption, then the holder or holders thereof shall not be
entitled to further dividends thereon, unless the corporation shall fail to
redeem the said stock at the price herein specified and at the place specified
in said notice, at the time fixed for such redemption or thereafter, upon
presentation of certificates for the said stock, properly assigned. All stock
redeemed by the corporation under the provisions hereof shall be cancelled and
shall not again be issued. In the event the payment of dividends on any such
preferred stock and the payment of the par value thereof and accrued dividends
upon liquidation be guaranteed, as hereinabove provided, by one or more
corporations or persons, corporation shall redeem the same proportion of the
said preferred stock so guaranteed by each guarantor as it redeems of the total
amount of the said preferred stock then outstanding. The shares to be redeemed
of the stock so guaranteed by any guarantor, as well as the shares to be
redeemed for the stock not so guaranteed, shall be selected by lot. In order to
make more readily distinguishable the certificates for stock which may be
guaranteed, as hereinabove provided, by one
<PAGE>
<PAGE>
corporation or person from that so guaranteed by another corporation or person
the corporation may, insofar as may not be otherwise provided by law, print or
lithograph the certificates for the said preferred stock to be guaranteed by one
corporation or person on a different colored paper from the certificates for
that guaranteed by any other corporation or person, or otherwise print,s tamp or
impose thereon such distinguishing legends or endorsements as it may deem
appropriate. The term "accrued dividends", wherever used herein with reference
to the preferred stock of the corporation, shall be deemed to mean that amount
which shall be equal to five (5) per centum per annum on the par value of the
said stock from the date or dates of its original issue to the date of
redemption, purchase or distribution, as the case may be, less the aggregate
amount of all dividends which shall have been paid on the said preferred stock
to such date. So long as any of the said preferred stock is issued and
outstanding the corporation shall not, without the consent of the holders of at
least sixty (60) per centum of the said preferred stock then outstanding: (a)
execute any mortgage or deed of trust upon it real estate or tangible personal
property or issue any debentures or other similar obligations; provided,
however, that this restriction shall not apply to the deed of trust or first
mortgage executed to secure an issue of bonds in aggregate principal amount of
One Million Four Hundred Thousand Dollars ($1,400,000.00) constituting a part of
the original financing of Chesapeake-Camp Corporation, nor to any deed of trust
or mortgage which has heretofore been executed, or which may hereafter be
desired to be executed for the purpose of or in connection with the refunding or
refinancing of the indebtedness thereby secured, in whole or in part, nor shall
this restriction
<PAGE>
<PAGE>
apply to or prevent the purchase by the corporation of property
subject to any lien or liens any property acquired by it subsequent to the date
of the original issue of the said preferred stock, or the making of bank loans
or other obligations in the usual course of business, or the creation of any
other indebtedness payable within one year after the same has been incurred; or
(b) declare any dividends upon its common stock the payment whereof, at the time
of such payment, will reduce the current assets of the corporation, as shown by
its books, below two hundred (200) per centum of its current liabilities, as
likewise shown.
(e) DURATION.
The period for the duration of the corporation is unlimited.
(f) OFFICERS AND DIRECTORS.
The number, names and places of residence of the officers and
directors of the merged corporation, who shall hold their offices until their
successors be chosen or appointed, either according to law or according to the
by-laws of the corporation, are as follows:
OFFICERS.
<TABLE>
<CAPTION>
Name Office Residence
---- ------ ---------
<S> <C> <C>
J. L. Camp, Jr. President Franklin, Virginia
Elis Olsson Vice-president West Point, Virginia
Hugh D. Camp Vice-president Franklin, Virginia
John M. Camp Vice-president Franklin, Virginia
W. M. Camp Vice-president Franklin, Virginia
Charles R. McMillen Vice-president New York, New York
J. A. Wiliams Vice-president Franklin, Virginia
Burton J. Ray Secretary and
Treasurer Franklin, Virginia
E. T. FitzGerald Assistant Secretary
and Assistant
Treasurer Franklin, Virginia
</TABLE>
DIRECTORS.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Name Resident
---- --------
<S> <C>
J. L. Camp, Jr. Franklin, Virginia
Elis Olsson West Point, Virginia
Hugh D. Camp Franklin, Virginia
John M. Camp Franklin, Virginia
W. M. Camp Franklin, Virginia
Burton J. Ray Franklin, Virginia
J. A. Williams Franklin, Virginia
P. R. Camp Franklin, Virginia
A. L. Eggleston Norfolk, Virginia
Walter S. Robertson Richmond, Virginia
</TABLE>
(g) REAL ESTATE.
The amount of real estate to which the holdings of the
corporation are at any time to be limited is two million (2,000,000) acres.
(h) ADDITIONAL POWERS.
The corporation shall have power to subscribe to, purchase, own,
hold, sell, endorse, guarantee, or become surety in respect to the stocks,
debentures, contracts, bonds or other obligations or evidences of indebtedness,
or securities, of other corporations, firms or individuals.
TERMS OF MERGER AND EXCHANGE OF STOCK.
ARTICLE I.
When this merger shall have been completed as herein provided and
as required by law, without further act or deed, all and singular the rights,
privileges and franchises of Camp Manufacturing Company, except as restricted by
law, shall be transferred to and vested in Chesapeake-Camp Corporation as
effectually as they were vested in Camp Manufacturing Company; all and singular
the property (the word "property", whenever used in this agreement to be taken
as meaning and including real, personal and mixed property, of every kind,
character and description and wheresoever located, debts due or to become due,
on whatever
<PAGE>
<PAGE>
account, with the security therefor, of whatever form, as well as
other choses and things in action, rights of way, easements and appurtenances,
and all other assets and interests, of whatever kind, class, character or
description) belonging to Camp Manufacturing Company shall be transferred to and
vested in Chesapeake-Camp Corporation, without further act ordered, and as
effectually as the same were vested in Camp Manufacturing Company, all of which
said rights, privileges, franchises and property shall thenceforth belong to
Chesapeake-Camp Corporation as effectually as they had previously belonged to
Camp Manufacturing Company, and the title to real estate, either by deed or
otherwise under the law, vested in Camp Manufacturing Company shall not be
deemed to revert or be in any way impaired, but shall likewise be deemed and
taken as, and be, transferred to and vested in Chesapeake-Camp Corporation as
effectually as creditors of Camp Manufacturing Company and all liens, if any,
upon its property shall be preserved unimpaired, and the said Camp Manufacturing
Company shall be deemed to continue in existence only to the extent necessary to
preserve the same,and all debts, liabilities and duties of Camp Manufacturing
Company shall thenceforth attach to Chesapeake-Camp Corporation and shall be
enforceable against it, to the same extent as if the said debts, liabilities and
duties had been incurred or contracted by it.
Camp Manufacturing Company hereby agrees that if at any time any
further assurance of title by it to any right, privilege, franchise or property
transferred to the merged corporation by operation of law is necessary,
advisable and legal, it will, acting through its proper officers, execute such
further assurances of title as may be proper and requisite and take all other
action
<PAGE>
<PAGE>
necessary, advisable and legal to carry out the details of this merger,
and thereunto its officers, according to their respective powers and duties, are
hereby duly authorized.
All and singular rights, privileges, franchises and property of
Chesapeake-Camp Corporation shall be deemed and taken as remaining, and shall
remain, vested in and belonging to it as effectually as before the merger, and
title to real estate, whether by deed or otherwise under the law, vested in
Chesapeake-Camp Corporation shall not, by reason thereof, be deemed to revert or
be in any way impaired, but shall likewise be deemed and taken as remaining, and
shall remain, vested in it as effectually as before the merger, and all rights
of creditors of Chesapeake-Camp Corporation and all liens, if any, on its
property shall be preserved unimpaired, and all debts, liabilities and duties of
Chesapeake-Camp Corporation shall remain attached to it and shall be enforceable
against it, to the same extent as if the merger had not occurred.
ARTICLE II.
The capital stock of the said merged corporation proposed to be
issued in connection with the merger shall be twelve thousand five hundred
(12,500) shares of the said preferred stock of the aggregate par value
[illegible line] dred twenty-two thousand three hundred thirty-one (622,331)
shares of the said common stock, of the aggregate par value of Three Million One
Hundred Eleven Thousand Six Hundred fifty-five Dollars ($3,111,655.00).
ARTICLE III.
(A) When the merger herein provided for become effective the
rights of the respective stockholders of Chesapeake-Camp
<PAGE>
<PAGE>
Corporation and Camp Manufacturing Company, as they exist before the merger,
shall be as follows:
(1) The rights of the holders of the outstanding preferred
capital stock of Chesapeake-Camp Corporation, as existing prior to the merger,
shall be continued, with all of the existing preferences,voting powers,
restrictions and qualifications, and it shall not be necessary, on account of
the merger, to make any exchange of the outstanding certificates evidencing the
same.
(2) The one hundred thousand (100,000) shares of the common
capital stock of Chesapeake-Camp Corporation, of the par value of Ten Dollars
($10.00) per share, being all of the said common capital stock outstanding,
shall be surrendered by the holders thereof and cancelled, and the holders
thereof shall receive in exchange therefor two hundred thousand (200,000) shars
of the common capital stock of the merged corporation, of the par value of Five
Dollars ($5.00) per share, which exchange shall be made by each of the said
stockholders on the basis of two (2) shares of the common capital stock of the
merged corporation of the pr value of Five Dollars ($5.00) per share, for each
share of the common capital stock of Chesapeake-Camp Corporation standing in his
or her of its name on the books of the latter corporation at the time of the
merger.
(3) The nineteen thousand six hundred four (19,604) shares of the
preferred capital stock of Camp Manufacturing Company, constituting the entire
issue of said stock, all of which has been previously acquired by the said
corporation for redemption and retirement and is now held by it in its treasury
for that purpose, shall be by its proper officers retired and cancel- [illegible
line]
<PAGE>
<PAGE>
(4) The forty-five hundred fifty-seven and six-sevenths
(4557-6/7) shares of the common capital stock of Camp Manufacturing Company, of
the par value of One Hundred Dollars ($100.00) per share, shall be surrendered
by the holders thereof and cancelled, and the holders thereof shall receive in
exchange therefor four hundred twenty-two thousand three hundred thirty-one
(422,311) shares of the common capital stock of the merged corporation, of the
par value of Five Dollars ($5.00) per share; such exchange to be made by each of
the said stockholders on the basis of ninety-two and sixty-six one-hundredths
(92-66/100) shares of the common capital stock of the merged corporation, of the
par value of Five Dollars ($5.00) per share, for each share of the common
capital stock of Camp Manufacturing Company standing in his or her or its name
on the books of the latter corporation at the time of the merger.
(B) When the merged herein provided for becomes effective the
present outstanding common capital stock of both Chesapeake-Camp Corporation and
Camp Manufacturing Company, as they exist before the merger, shall be called in
by the merged corporation, as it will exist after the merger, in such manner as
the Board of Directors of the merged corporation shall direct, and in exchange
therefor shares of the common capital stock of the merged corporation shall be
issued to the extent, of the kind, nature, description and amount, and according
to the terms hereinabove provided, without cost to the present stockholders of
the said Chesapeake-Camp Corporation and Camp Manufacturing Company, as they
exist before the merger.
ARTICLE IV.
<PAGE>
<PAGE>
The by-laws of the said Chesapeake-Camp Corporation shall be and
remain the by-laws of the merged corporation, until changed or amended as
therein or by law provided.
ARTICLE V.
This agreement shall be submitted to the stockholders of each of
the corporations, parties hereto, as provided by law, and shall take effect and
be deemed and taken to be the agreement and act of merger of the said
corporation upon the adoption thereof by the votes of the holders of a majority
of all of the shares of the capital stock of each of the said corporations
entitled to vote thereon, upon the approval of such merger by the State
Corporation Commission of Virginia, and upon the doing of such other acts and
things as shall be required by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the said Camp Manufacturing Company and the
said Chesapeake-Camp Corporation have caused this agreement to be signed in
their respective corporate names by their respective officers, thereunto duly
authorized, and have caused their respective corporate seals to be hereunto
affixed and duly attested, and the undersigned directors of each of the said
corporations have signed and sealed those presents, all as of the day and year
first above written.
CAMP MANUFACTURING COMPANY
By_________________________________
President
__________________________________(Seal)
Director of Camp Manufacturing Company.
__________________________________(Seal)
Director of Camp Manufacturing Company.
__________________________________(Seal)
<PAGE>
<PAGE>
Director of Camp Manufacturing Company.
__________________________________(Seal)
Director of Camp Manufacturing Company.
__________________________________(Seal)
Director of Camp Manufacturing Company.
__________________________________(Seal)
Director of Camp Manufacturing Company.
__________________________________(Seal)
Director of Camp Manufacturing Company.
Attest:
CHESAPEAKE-CAMP CORPORATION
By_________________________________
President
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
__________________________________(Seal)
Director of Chesapeake-Camp Company.
Attest:
-------------------------
Secretary
STATE OF VIRGINIA:
COUNTY OF ISLE OF WIGHT, to-wit:
<PAGE>
<PAGE>
I, , a notary public in and for the County and
State aforesaid, do hereby certify that J. L. Camp, Jr. and Burton J. Ray, whose
names are signed to the foregoing writing, bearing date on the 3rd day of
October, 1944, as President and Secretary, respectively, of Camp Manufacturing
Company, [illegible rest of paragraph]
Given under my hand this day of October, [illegible].
My Commission Expires Dec. 15, 1947.
------------------------------
Notary Public
STATE OF VIRGINIA
COUNTY OF ISLE, to-wit:
I, , a notary public in and for the County and
State, aforesaid, do hereby certify that J. L. Camp, Jr. and J. M. Camp, whose
names are signed to the foregoing writing, bearing date on the 3rd day of
October, 1944, as President and Secretary, respectively, of Chesapeake-Camp
Corporation, and J. L. Camp, Jr., Hugh E. Camp, J. V. Camp, W. K. Camp, Burton
J. Ray, and P. Camp, whose names are signed to the said writing as director of
the said corporation, have each acknowledged the said writing and their
respective signatures before in County and State aforesaid; and I do further
certify that, after being duly sworn, they have severally [illegible] that J. L.
Camp, Jr., and J.M. Camp are the President and Secretary, respectively, of the
said corporation, that J. L. Camp, Jr., Elis Olsson, [illegible] are all of the
directors of the said corporation [illegible] next affixed to the said writing
in the true corporate seal of the said corporation.
Given under my hand this 3rd day of October, 1944.
-----------------------------------
Notary Public
STATE OF VIRGINIA,
COUNTY OF KING WILLIAM, to-wit:
<PAGE>
<PAGE>
I, , a notary public in and for the County and State
aforesaid, do hereby certify that Elis Olsson and W. _. Gouldson, whose names
are signed to the foregoing writing bearing date on the 3rd day of October,
1944, as directors of Chesapeake-Camp Corporation, have each acknowledged the
said writing and their respective signatures before me in my County and State
aforesaid; and I now do further certify that [illegible] being duly sworn they
have severally made or the before me that J. L. Camp, Jr. and J. M. Camp are
President and Secretary, respectively, of the said corporation, that J. L. Camp,
Jr., Elis Olsson, Hugh D. Camp, J. M. Camp, W. M. Camp, Burton J. Ray, P.E.
Camp, A. L. Eggleston, Walter S. Robertson, and W. C. Goulden are all of the
directors of the said corporation, and that the seal affixed to the said writing
is the true corporate seal of the said corporation.
Given under my hand this day of October, 1944.
My commission expires on
------------------------------
Notary Public
STATE OF VIRGINIA
CITY OF NORFOLK, to-wit:
I, Annie L. Norris a notary public in and for the City and State
aforesaid, do hereby certify that A. L. [illegible], whose name is signed to the
foregoing writing bearing date the 3rd day of October, 1944, as director of
Chesapeake-Camp Corporation, are acknowledged the said writing and his signature
before me in my City and State aforesaid; and I do further certify that after
being duly sworn, [illegible] before me that J. L. Camp, Jr., and J. M. Camp are
President and Secretary, respectively, of the said corporation, that J. L. Camp,
Jr., Elis Olsson, Hugh D. Camp, J. H.
<PAGE>
<PAGE>
Camp, W. M. Camp, Burton J. [illegible],
the directors of the said corporation, and that the seal affixed to the said
writing is the true corporate seal of the said corporation.
Given under my hand this 7th day of October, 1944.
My commission expires on March 7, 1947.
-----------------------------------
Notary Public.
STATE OF VIRGINIA
CITY OF RICHMOND, to-wit:
I, , a notary public in and for the City and State
aforesaid, do hereby certify that Walter S. Robertson, whose name is signed to
the foregoing writing, bearing date on the 3rd day of october, 1944, as director
of Chesapeake-Camp Corporation, has acknowledged the said writing and his
signature before me in my City and State aforesaid; and I do further certify
that, after being duly sworn, he has made oath before me that J. L. Camp, Jr.
and J. M. Camp are President and Secretary, respectively, of the said
corporation, that J. L. Camp, Jr., Elis Olsson, Hugh D. Camp, J. M. Camp, W. M.
Camp, Burton J. Ray, P. R. Camp, W. L. Eggleston, Walter S. Robertson and W. C.
Gouldman are all of the directors of the said corporation, and that the seal
affixed to the said writing is the true corporate seal of the said corporation.
Given under my hand this 9th day of October, 1944.
My commission expires on November 23, 1946.
------------------------------
Notary Public.
<PAGE>
<PAGE>
adoption or rejection of an agreement of merger entered into between Camp
Manufacturing Company and the directors thereof and Chesapeake-Camp Corporation
and the directors thereof, bearing date the 3rd day of October, 1944;
That due notice of the time, place and general object of the said
meeting was given in accordance with the requirements of law, and at said
meeting,which was duly convened, there were represented in person or by proxy
4276-1/7 shares of the common stock of the corporation, out of a total of
4557-6/7 shares of such stock issued and outstanding, constituting more than a
majority of the shares of the issued and outstanding stock of the corporation,
(all of the preferred stock of the corporation having been previously acquired
by it for redemption and retirement and being held by it in its treasury for
that purpose), and the said agreement of merger was considered and a vote by
ballot was taken for the option or rejection thereof, and 4276-1/7 shares of the
stock represented at said meeting were voted in favor of the redemption of said
agreement of merger, the same comprising more than a majority of all of the
votes cast at said meeting; and
That the said meeting further authorized and directed that the
fact of the adoption of the said agreement of merger be duly certified to the
State Corporation Commission of Virginia by the President of the corporation,
under the seal of the corporation, attested b its secretary, and that this
certificate, together with a like certificate of Chesapeake-Camp Corporation,
and together with a duly executed copy of the said agreement of merger, be
presented to the State Corporation Commission of Virginia as evidence of the
compliance with the requirements of the laws of the State of Virginia, pursuant
to which the said merger is to be effected.
IN TESTIMONY WHEREOF, this certificate has, pursuant to authority
from the stockholders as aforesaid, been executed by J. L. Camp, Jr., as
President of Camp Manufacturing Company, under the corporate seal of the said
corporation, duly attested by Burton J. Ray, its Secretary, this 24th day of
October, 1944.
CAMP MANUFACTURING COMPANY,
By_________________________________
President
Attest:
-----------------------
Secretary
STATE OF VIRGINIA;
COUNTY OF ISLE OF WIGHT, to-wit:
I, M. D. Turner, a notary public in and for the County aforesaid, in the
State of Virginia, do hereby certify that J. L. Camp, Jr., President, and Burton
J. [illegible], Secretary, respectively, of Camp Manufacturing Company, whose
names as such are signed to the foregoing writing, bearing date the 24th day of
October, 1944, have acknowledged the same before me in my County
<PAGE>
<PAGE>
aforesaid, [illegible] further acknowledged that the corporate seal thereunto
affixed in the common corporate seal of Camp Manufacturing Company.
Given under my hand this 24th day of October, 1944.
------------------------------
Notary Public
My commission expires on April 24, 1948.
<PAGE>
<PAGE>
THIS IS TO CERTIFY that a special meeting of the stockholders of
CAMP MANUFACTURING COMPANY, a Virginia corporation, was held at its principal
office, located in the County of Isle of Wight, near Franklin, Virginia, on the
24th day of October, 1944, for the purpose of considering and voting upon the
adoption or rejection of an agreement of merger entered into between Camp
Manufacturing Company and the directors thereof and Chesapeake-Camp Corporation
and the directors thereof, bearing date the 3rd day of October, 1944;
That the notice of the time, place and general object of the said
meeting was given in accordance with the requirements of law, and at said
meeting, which was duly convened, there were represented in person or by proxy
4276-1/7 shares of the common stock of the corporation, out of a total of
4557-6/7 shares of such stock issued and outstanding, constituting more than a
majority of the shares of the issued and outstanding stock of the corporation,
(all of the preferred stock of the corporation having been previously acquired
by it for redemption and retirement and being held by it in its treasury for
that purpose), and the said agreement of merger was considered and a vote by
ballot was taken for the adoption or rejection thereof, and 4276-1/7 shares of
the stock represented at said meeting were voted in favor of the adoption of
said agreement of merger, the same comprising more than a majority of all of the
votes cast at said meeting; and
That the said meeting further authorized and directed that the
fact of the adoption of the said agreement of merger be only certified to the
State Corporation Commission of Virginia by the President of the corporation,
under the seal of the corporation, attested by its Secretary, and that this
certificate, together with a like certificate of Chesapeake-Camp Corporation,
and together with the duly executed copy of the [illegible] agreement of merger,
be presented to the State Corporation Commission of Virginia as evidence of the
compliance [illegible] the requirements of the Laws of the State of Virginia,
pursuant to which the said merger is to be effected.
IN TESTIMONY WHEREOF, this certificate has, pursuant to authority
from the stockholders as aforesaid, been executed by J. L. Camp, Jr., as
President of Camp Manufacturing Company, under the corporate seal of the said
corporation, duly attested by Burton J. Ray, its Secretary, this 24th day of
October, 1944.
CAMP MANUFACTURING COMPANY,
By _____________________________
President
Attest:
-------------------------------
Secretary
<PAGE>
<PAGE>
STATE OF VIRGINIA:
COUNTY OF ISLE OF WIGHT, to-wit:
I, M. G. Turner, a notary public in and for the County aforesaid,
in the State of Virginia, do hereby certify that J. L. Camp, Jr.,
President, and Burton J. Ray, Secretary, respectively, of Camp Manufacturing
Company, whose names as such are signed to the foregoing writing, bearing date
the 24th day of October, 1944, have acknowledged the same before me in the
County aforesaid, and have further acknowledged that the corporate seal
thereunto affixed is the common and corporate seal of Camp Manufacturing
Company.
<PAGE>
<PAGE>
THIS IS TO CERTIFY that a special meeting of the stockholders of
CHESAPEAKE-CAMP CORPORATION, a Virginia corporation, was held at its principal
office, located in the County of Isle of Wight, near Franklin, Virginia, on the
24th day of October, 1944, for the purpose of considering and voting upon the
adoption or rejection of an agreement of merger entered into between Camp
Manufacturing Company and the directors thereof and Chesapeake-Camp Corporation
and the directors thereof, bearing date the 3rd day of October, 1944;
That due notice of the time, place and general object of the said
meeting was given in accordance with the requirements of law, and at said
meeting, which was duly convened, there were represented in person or by proxy
88,920 shares of the common stock of the corporation, constituting more than a
majority of the total number of shares of the stock of the corporation issued
and outstanding, and the said agreement of merger was considered and a vote by
ballot was taken for the adoption or rejection thereof, and 88,920 shares of the
stock represented at said meeting were voted in favor of the adoption of the
said agreement of merger, the same comprising more than a majority of all of the
vote cast at said meeting; and
That the said meeting further authorized and directed that the
fact of the adoption of the said agreement of merger be duly certified to the
State Corporation Commission of Virginia by the President of the corporation,
under the seal of the corporation, attested by its Secretary, and that this
certificate, together with a like certificate of Camp Manufacturing Company, and
together with a duly executed copy of the said agreement of merger, be presented
to the State Corporation Commission of Virginia as evidence of the compliance
with the requirement of the laws of the State of Virginia, pursuant to which the
said merger is to be effected.
IN TESTIMONY WHEREOF, this certificate has, pursuant to authority
from the stockholders as aforesaid, been executed by J. L. Camp, Jr., as
President of Chesapeake-Camp Corporation, under the corporate seal of the said
corporation, duly attested by J. M. Camp, its Secretary, this 24th day of
October, 1944.
CHESAPEAKE-CAMP CORPORATION
By _____________________________
President
Attest:
-----------------------------
Secretary
STATE OF VIRGINIA:
COUNTY OF ISLE OF WIGHT, to-wit:
<PAGE>
<PAGE>
I, M. G. Turner, a notary public in and for the County aforesaid,
in the State of Virginia, do hereby certify that J. L. Camp, Jr., President, and
J. M. Camp, Secretary, respectively, of Chesapeake-Camp Corporation, whose names
as such are signed to the foregoing writing, bearing date the 24th day of
October, 1944, have acknowledged the same before me in my County aforesaid, and
have further acknowledged that the corporate seal thereunto affixed is the
common and corporate seal of Chesapeake-Camp Corporation.
Given under my hand this 24th day of October, 1944.
---------------------------
Notary Public
My commission expires on April 24, 1948.
<PAGE>
<PAGE>
THIS IS TO CERTIFY that the duly [illegible] Board of Directors
of CHESAPEAKE-CAMP CORPORATION, [illegible] principal office in the County of
Isle of Wight, near the Town of Franklin, Virginia, on October 31, [illegible],
at which meeting [illegible] was present, the following resolution was
unanimously adopted:
"RESOLVED, that the principal office of this corporation
be established [illegible] in the County of Isle of Wight, near
the Town of Franklin, Virginia, [illegible] that the Secretary
give public notice thereof in the Richmond Times-Dispatch, a
newspaper published in the City of Richmond, Virginia, and file a
memorandum thereof in the office of the Clerk of the State
Corporation Commission of Virginia, as required by law."
IN TESTIMONY WHEREOF, I have hereunto affixed my official
signature and the seal of the said corporation, this 1st day of November, 1944.
-----------------------------------------
Secretary of Chesapeake-Camp Corporation
(Seal)
<PAGE>
<PAGE>
COMMONWEALTH OF VIRGINIA
---------------------
DEPARTMENT OF THE STATE CORPORATION COMMISSION
---------------------
City of Richmond 14th day of July, 1945
The accompanying certificate for an amendment to the charter of the
Chesapeake-Camp Corporation, (changing its name to Camp Manufacturing Company,
Incorporated), and for a decrease of its actually issued and outstanding capital
stock signed in accordance with law, by J. L. Camp, Jr., its President, under
the seal of the corporation, attested by Burton J. Ray, its Secretary, and duly
acknowledged by them, having been presented to the State Corporation Commission
and the fee, if any, required by law having been paid, the State Corporation
Commission having examined said certificate now declares that the
Chesapeake-Camp Corporation has complied with the requirements of law, and is
entitled to the amendment or alteration of its charter and to make such
decrease. Therefore, it is ordered that the charter of Chesapeake-Camp
Corporation, a corporation created by the State Corporation Commission, be and
the same is amended and altered in the manner and for the purposes set forth in
said certificate, and the corporation is authorized to decrease such actually
issued and outstanding capital stock.
The said certificate for amendment and for reduction of the actually
issued and outstanding stock, with this order is hereby ordered to be admitted
to record.
ATTEST:
-----------------------------
Chairman.
- ---------------------------------
Clerk of the Commission.
---------------------
<PAGE>
<PAGE>
COMMONWEALTH OF VIRGINIA,
OFFICE OF THE STATE CORPORATION COMMISSION.
In the CITY OF RICHMOND, the 14th day of July, 1945.
The foregoing amendment to the charter of Chesapeake-Camp Corporation
and certificate of reduction of its actually issued and outstanding capital
stock was this day received and duly admitted to record in this office and is
hereby certified to the Clerk of the Circuit Court of Isle of Wight County
according to law.
STATE CORPORATION COMMISSION
By ____________________________
Chairman.
ATTEST: _________________________________
Clerk of the Commission.
VIRGINIA:
In the Clerk's Office of the Circuit Court of Isle of Wight County the
11th day of October, 1945.
The foregoing charter amendment and certificate of reduction of actually
issued and outstanding capital stock, together with the certificate of the State
Corporation Commission thereon, was received, duly admitted to record, duly
spread and is now certified to the Clerk of the State Corporation Commission.
Teste:
------------------------------------
Clerk.
<PAGE>
<PAGE>
CERTIFICATE OF INCORPORATION
of
CHESAPEAKE-CAMP CORPORATION
---------------------------
This is to certify that we do hereby associate ourselves to
establish a corporation under and by virtue of the provisions of the Code of
Virginia and the Acts amendatory thereof, for the purposes and under the
corporate name hereinafter mentioned, and to that end we do by this, our
certificate, set forth as follows:
(a) NAME.
The name of the corporation is to be Chesapeake-Camp Corporation.
(b) PRINCIPAL OFFICE.
The principal office of the corporation in this state is to be
located in the Town of Franklin, Southampton County, Virginia.
(c) PURPOSES.
The purposes for which the corporation is formed are to
manufacture, prepare, compound, fabricate, buy, sell and generally deal in
paper, wood, pulp, kraft board and all manner of wood, timber and paper products
and articles made therefrom or in connection therewith; to obtain, purchase or
otherwise acquire formulae, patients and secret processes for the manufacture,
preparation and treatment of timber and wood products or other articles of any
kind, and to operate under, sell, assign, grant licenses in respect of or
otherwise turn the same to account; to [illegible] into, carry out or otherwise
turn to account contracts of every kind; to acquire, hold, mortgage, lease,
convey, develop or otherwise use or dispose of real and personal property of
every kind and description; and in general to carry on and conduct such
operations and enterprises, and do any and all such things in connection
therewith as may be permitted or authorized by the laws of the State of
Virginia, which may be incidental to the purposes of the corporation.
(d) CAPITAL STOCK.
The capital stock of the corporation is to be divided into two
classes: First, preferred stock, of which the maximum amount is to be One
Million Two Hundred Fifty Thousand Dollars ($1,250,000.00); and second, common
stock, of which the maximum amount is to be One Million Dollars ($1,000,000.00);
the said stock, of both kinds, to have a par value of One Hundred Dollars
($100.00) per share.
<PAGE>
<PAGE>
The preferred stock is to be so issued us to bear dividends at
the rate of five (5) per centum per annum on its par value from the date of its
original issue, payable quarterly on the 1st days of January, April, July and
October of each calendar year, the said dividends to be cumulative and to be
paid before any dividends shall be paid on the common stock, the said preferred
stock, to the extent of its par value and accrued dividends, to have preference
over the common stock in any distribution, voluntary or otherwise, of the
corporate assets, in liquidation or otherwise; but except to the extent of its
par value and accrued dividends, the preferred stock shall have no share in the
earnings or other assets of the corporation, and the holders thereof shall not
be entitled to any vote thereon, except in the event and to the extent that is
hereinafter provided in case default shall be made in the payment of dividends.
The holders of such preferred stock until, however, be entitled to the same
notice of stockholders' meetings as may be provided for the holders of common
stock, and shall have the right to attend any and all stockholders' meetings.
Out of the net profits or surplus of the corporation, as the same are determined
by the Board of Directors, the holders of record of preferred stock shall be
[illegible], but only as and when declared by the Board of Directors, to
dividends at the rate of five per centum per annum, payable quarterly as
hereinabove provided. The payment quarterly as hereinabove provided, at the rate
of five per centum per annum, of dividends on such referred stock to the holders
thereof, even though not earned by the corporation or not declared by its Board
of Directors, and the liquidation of the said preferred stock of its par value
and accrued dividends to the date of such liquidation, may be guaranteed by one
or more other corporations or by such other person or persons as may be willing
to make such guaranty; and in the event the corporation shall fail to declare
and pay any quarterly dividend as hereinabove provided, and such dividend be
paid or caused to be paid by any such guarantor or guarantors, such guarantor or
guarantors so making any such payment shall be subrogated to the right of the
holder of such preferred stock on which such payment is so made thereafter to
receive such dividend as and then paid by the corporation, and when such
dividend thereafter declared by the corporation it shall be by paid directly to
such guarantor or guarantors, without further authorization from the holder of
the said preferred stock; and likewise in the event, upon liquidation, the
corporation shall fail to pay to the holder of any such preferred stock the par
value thereof and accrued dividends thereon to the time of such payment, and
such amount as may not be so paid by the corporation, or any part thereof, be
paid or caused to be paid by any such guarantor or guarantors, such guarantor or
guarantors so making any such payment shall be subrogated to the right of the
holder of said preferred stock on which such payment is so made, but only after
said holder shall have received the full par value of said stock and accrued
dividends, to the extent that such payment, in whole or in part, is so made by
such guarantor or guarantors, thereafter to receive such payments for or on
account of the liquidation value of said stock as and when made by the
corporation, and when any such payments be made by the corporation, after said
holder shall have received the full par value of said stock and accrued
dividends, they shall be made directly to such guarantor or guarantors, without
further authorization from the holder of the said preferred stock. Any
<PAGE>
<PAGE>
[illegible] guarantor shall have the right to purchase from the holder thereof
any of [illegible] preferred stock on which the dividends and the liquidation of
par value [illegible] accrued dividends are so guaranteed by such guarantor, at
the price, at the time and after the notice herein provided for the redemption
by the corporation of the said preferred stock, at the time of such purchase.
Should any such guarantor at any time purchase less than the total amount of
said preferred stock so guaranteed by it or him the shares so purchased shall be
selected by lot. Should at any time there be default in the payment by the
corporation and by any guarantor or guarantors thereof of eight (8) quarterly
dividends on the said preferred stock, whether or not any of such quarterly
dividends have been declared by the Board of Directors of the corporation, then
and in such event, and during the continuance of such default but no longer, the
holder of preferred stock on which there shall be such default shall have the
right to one vote per share, equally with the holders of the common stock, at
all stockholders' meetings.
The said preferred stock shall be subject to redemption, in whole or in
part, by the corporation on any dividend payment date, after not less than
thirty (30) days' prior written notice to the holder or holders thereof,
delivered in person or mailed to such holder or holders at his or their post
office address as the same appears on the records of the corporation, at the
price of One Hundred Five Dollars ($105.00) per share if such stock be redeemed
on or before January 1, 1942, and at the price of One Hundred Three Dollars
($103.00) per share if redeemed thereafter, and in each case together with
accrued and unpaid dividends until the time of such redemption, whether such
dividends shall previously have been declared by the Board of Directors of the
corporation or not. If, after such notice and call for redemption, the holder or
holders of such preferred stock as may be so called shall fail to present the
said stock at the time and place designated by such notice for its redemption,
then the holder or holders thereof shall not be entitled to further dividends
thereon, unless the corporation shall fail to redeem the said stock at the price
herein specified and at the place specified in such notice, at the time fixed
for such redemption or thereafter, upon presentation of certificates for the
said stock, properly assigned. All stock redeemed by the corporation under the
provisions hereof shall be cancelled and shall not again be issued. In the event
the payment of dividends on any such preferred stock and the payment of the par
value thereof and accrued dividends upon liquidation be guaranteed, as
hereinabove provided, by one or more corporations or persons, then and in the
event of the partial redemption of the said preferred stock the corporation
shall redeem the same proportion of the stock so guaranteeed by each guarantor
as it redeems of the total amount of the said preferred stock then outstanding.
The shares to be redeemed of the stock so guaranteed by any guarantor, as well
as the share to be redeemed of the stock not so guaranteeed, shall be selected
by lot. In order to make more readily distinguishable the certificates for stock
which may be guaranteed, as hereinabove provided, by one corporation or person
from that so guaranteed by another corporation or person the corporation may,
insofar as may not be otherwise provided by law, print or lithograph the
certificates for the said preferred stock to be guaranteed by one
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<PAGE>
corporation or person on a different colored paper from the certificates for
that guaranteed by any other corporation or person, or otherwise print, stamp or
impose thereon such distinguishable legends or endorsements as it may deem
appropriate. The term "accrued dividends", wherever used in this certificate
with reference to the preferred stock of the corporation, shall be deemed to
mean that amount which shall be equal to five per centum per annum on the par
value of the said stock from the date or dates of its original issue to the date
of redemption, purchase or distribution, as the case may be, less the aggregate
amount of all dividends which shall have been paid on the said preferred stock
to such date. So long as any of the said preferred stock is issued and
outstanding the corporation shall not, without the consent of the holders of at
least sixty (60) per centum of the said preferred stock then outstanding (a)
execute any mortgage or deed of trust upon its real estate or tangible personal
property or issue any debentures or other similar obligations; provided,
however, that this restriction shall not apply to the deed of trust or first
mortgage executed to secure an issue of bonds in aggregate principal amount of
$1,400,000.00 constituting a part of the original financing of the corporation,
nor to any deed of trust or mortgage which may hereafter be desired to be
executed for the purpose of or in connection with the refunding or refinancing
of the indebtedness thereby secured, in whole or in part, nor shall this
restriction apply to or prevent the purchase by the corporation of property
subject to any lien or liens thereon or the execution by the corporation of a
deed of trust or mortgage on any property acquired by it subsequent to the date
of the original issue of the said preferred stock, or the making of bank loans
or other obligations in the usual course of business, or the creation of any
other indebtedness payable within one year after the same has been incurred; or
(b) declare any dividends upon its common stock the payment whereof, at the time
of such payment, will reduce the current assets of the corporation, as shown by
its books, below two hundred (200) per centum of its current liabilities, as
likewise shown.
(e) DURATION.
The period for the duration of the corporation is unlimited.
(f) OFFICERS AND DIRECTORS.
The names and residences of the officers and directors of the
corporation who, unless sooner changed by the stockholders, are for the first
year to manage the affairs of the corporation, are as follows:
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<PAGE>
OFFICERS.
<TABLE>
<CAPTION>
Name Office Residence
---- ------ ---------
<S> <C> <C>
J. L. Camp, Jr. President Franklin, Virginia
Elis Olsson Vice-president West Point, Virginia
H. W. Ellerson Vice-president Richmond, Virginia
J. M. Camp Secretary and Treasurer Franklin, Virginia
</TABLE>
<TABLE>
<CAPTION>
Name Residence
---- ---------
<S> <C>
Elis Olsson West Point, Virginia
W. C. Gouldman West Point, Virginia
H. W. Ellerson Richmond, Virginia
Julian H. Hill Richmond, Virginia
J. L. Camp, Jr. Franklin, Virginia
P. R. Camp Franklin, Virginia
J. M. Camp Franklin, Virginia
H. D. Camp Roanoke Rapids,
North Carolina
</TABLE>
(g) REAL ESTATE.
The amount of real estate to which the holdings of the
corporation at any time are to be limited is one million (1,000,000) acres.
(h) ADDITIONAL POWERS.
The corporation shall have power to subscribe to, purchase, own,
hold, sell, endorse, guarantee or become surety in respect to the stocks,
debentures, contracts, bonds or other obligations or evidences of indebtedness
or securities of other corporations, firms or individuals.
Given under our hands this 10th day of December, 1936.
[J. L. Camp, Jr.]
---------------------------------
[P. R. Camp]
---------------------------------
[J. M. Camp]
---------------------------------
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<PAGE>
STATE OF VIRGINIA:
COUNTY OF SOUTHAMPTON, to wit:
I, [signature not legible], a notary public in and for the
county of [not legible], in the State of Virginia, do hereby certify that J. L.
Camp, Jr., P. R. Camp and J. M. Camp, whose names are signed to the foregoing
writing, bearing date the 10th day of December, 1936, have acknowledged the same
before me in my county and state aforesaid.
Given under my hand this 10th day of December, 1936.
[signature not legible]
My commission expires on January 20, 1939.
<PAGE>
<PAGE>
Exhibit 3.2
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BY-LAWS
UNION CAMP CORPORATION
(AS AMENDED FEBRUARY 26, 1996)
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<PAGE>
<PAGE>
BY-LAWS
of
UNION CAMP CORPORATION
(AS AMENDED FEBRUARY 26, 1996)
ARTICLE I
Stock
SECTION 1. Form and Execution of Certificates. The certificates of
shares of stock of the Corporation shall be in such form not inconsistent with
the Articles of Incorporation as shall be approved by the Board of Directors.
Certificates of stock shall be signed by the Chairman of the Board, the
President or by a Vice President and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, except that where any such certificates
shall be countersigned by a transfer agent or by a registrar, other than the
Corporation, the signatures of any of the officers above specified may be
facsimiles, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
SECTION 2. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates of stock and concerning certificates of stock
issued, transferred or registered in lieu or replacement of any lost, stolen,
destroyed or mutilated certificates of stock.
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<PAGE>
SECTION 3. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars of
transfer for any or all classes of the capital stock of the Corporation, and may
require stock certificates of any or all classes to bear the signature of either
or both.
SECTION 4. Closing of Transfer Books, Fixing of Record Date. The Board
of Directors may fix in advance a date, not exceeding 70 days preceding the date
of any meeting of stockholders, or the date for the payment of any dividend, or
the date for the determination of stockholders for any other proper purpose, as
a record date for the determination of the stockholders exclusively entitled to
notice of and to vote at any such meeting, or any adjournment thereof, or
entitled to receive payment of any such dividend, or for any other proper
purpose.
SECTION 5. Restrictions on Transfer. The Board of Directors may impose
restrictions on transfer of securities of the Corporation pursuant to the Rights
Agreement, dated as of January 25, 1996, by and between the Corporation and The
Bank of New York, as and to the extent required by such Rights Agreement, as
amended from time to time.
SECTION 6. Control Share Acquisitions. Article 14.1 of the Virginia
Stock Corporation Act shall not apply to acquisitions of the Corporation.
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<PAGE>
<PAGE>
ARTICLE II
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such time, and at such place,
either within or without the State of Virginia, as may be designated in the
notice thereof, on the last Tuesday in April of each year if not a legal
holiday, but if a legal holiday, then on the next succeeding business day.
At the annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who shall be entitled to vote at such meeting and who complies with
the procedures set forth in this Section 1.
In addition to any other applicable requirements, for business,
including the nomination of one or more persons for election as Directors, to be
properly brought before the annual meeting by a stockholder, such stockholder
must have given timely advance written notice thereof to the Secretary of the
Corporation. The Secretary shall deliver timely received notices to the Board of
Directors or a committee designated by the Board for review. To be timely, a
stockholder's notice must be received by the Secretary at the principal
executive offices of the Corporation not less than sixty days in advance of the
day established in accordance with this Section as the day of the annual meeting
of stockholders. In calculating days in advance of the annual meeting, the day
of such annual meeting shall not be included so that stockholders shall
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<PAGE>
begin counting with the day immediately preceding the day of the annual meeting
which, for purposes of such calculation, shall be one day in advance of the
annual meeting.
A stockholder's notice to the Secretary shall set forth as to each
matter of business the stockholder proposes to bring before the annual meeting:
(a) a description of the business intended to be brought before the annual
meeting, including the text of any resolution to be presented, and the reasons
for conducting such business at the annual meeting; (b) the name and address of
the stockholder proposing such business; (c) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at the annual meeting and intends to appear in person or by proxy at the meeting
to bring the business specified in the notice before the meeting; (d) the class
and number of shares of stock of the Corporation owned (i) of record and (ii)
beneficially by the stockholder; and (e) any material interest of the
stockholder in the business to be brought before the meeting.
A stockholder's notice of intent to make a nomination of one or more
persons for election as Directors at the annual meeting of stockholders shall,
in addition to the information required above, set forth as to each such person:
(a) the name, age and business and residence addresses of the person; (b) the
principal occupation or employment of the person; (c) the class and number of
shares of stock of the Corporation owned (i) of record and (ii) beneficially by
the person; (d) a description of all arrangements or understandings between the
stockholder and the person and any other person or persons (naming such other
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding the person 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; and (f) the written consent of the person
to serve as a Director of the
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<PAGE>
Corporation if so elected. The Corporation may require any stockholder proposing
to nominate one or more persons for election as Directors to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of each such person to serve as a Director of the Corporation.
In the event a stockholder attempts to bring business before the annual
meeting without complying with the provisions of this Section 1, the presiding
officer of the meeting shall determine and declare to the meeting that the
business was not properly brought before the meeting, and such business shall
not be transacted.
SECTION 2. Special Meeting. Special meetings of the stockholders for any
purpose or purposes may be held at any time and at any place, within or without
the State of Virginia, designated in the call thereof, whenever called by the
Board of Directors, the Chairman of the Board, the President, or as otherwise
provided by law.
SECTION 3. Notice. Written notice of every annual or special meeting of
the stockholders, stating the place, day and hour and purpose or purposes
thereof, shall be given to each stockholder of record entitled to vote thereat,
either personally or by mailing the notice to him at his address as it appears
on the stock transfer books of the Corporation. Where such notice of a
stockholders' meeting includes as a purpose thereof action with respect to an
amendment of the Articles of Incorporation or a reduction of stated capital or a
plan of merger or consolidation, such notice shall be given in the manner
hereinabove provided, but at least 25 and not more than 50 days before the date
of any such meeting and any such notice shall be accompanied by a copy of the
proposed amendment or plan of reduction or merger or consolidation.
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<PAGE>
SECTION 4. Quorum. A quorum at any meeting of the stockholders shall
consist of a majority of the stock of the Corporation entitled to vote, present
in person or by proxy, unless otherwise required by law or the Articles of
Incorporation. If at the time and place of the meeting there is present less
than a quorum, a majority of the stock present in person or by proxy and
entitled to vote, shall have power to adjourn the meeting from time to time
without notice until a quorum is secured, and thereupon any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 5. Organization. All meetings of the stockholders shall be
presided over by the Chairman of the Board, or in his absence, by the President,
or in his absence, by the Chairman of the Executive Committee. In case none of
such officers of the Corporation shall be present, a chairman shall be elected
by the vote of a majority of the stock present in person or by proxy entitled to
vote. The Secretary of the Corporation or an Assistant Secretary shall act as
secretary of every such meeting when present, and in the absence of either, the
presiding officer may appoint any other officer of the Corporation to act as
Secretary.
SECTION 6. Inspectors. At any annual or special meeting of stockholders,
inspectors of election may be appointed by the presiding officer of the meeting
for the purpose of opening and closing the polls, receiving and taking charge of
proxies, and receiving and counting the ballots or the votes of stockholders
otherwise given and shall in writing certify to the returns. No candidate for
election as director shall be appointed or act as inspector.
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<PAGE>
<PAGE>
ARTICLE III
Directors
SECTION 1. Number, Vacancy. The property, business and affairs of the
Corporation shall be managed by a Board of 12 directors. Except as otherwise
provided by law or in these By-laws or in the Articles of Incorporation, the
directors shall be elected by the stockholders at each annual meeting of
stockholders and shall serve until the next succeeding annual meeting and until
their successors shall have been elected. In the event of any vacancy in the
directors resulting from death, resignation, disqualification, an increase by
thirty percent (30%) or less in the number of directors last elected by the
stockholders, or other cause, the remaining directors, although less than a
quorum, by an affirmative vote of a majority thereof, may fill such vacancy.
SECTION 2. Regular Meeting. Regular meetings of the Board of Directors
shall be held, either within or without the State of Virginia, as shall from
time to time be determined by the Board of Directors. After there has been such
determination and notice thereof has been given to each member of the Board of
Directors, no further notice shall be required for any such regular meeting. The
annual meeting of the Board of Directors may be held, without notice, on the
same day as and after the annual meeting of the stockholders.
SECTION 3. Special Meeting. Special meetings of the Board of Directors
shall be held, either within or without the State of Virginia, upon the order of
the Board, or the call of the Chairman of the Board, the President, or three
directors. The Secretary, or other officer performing his duties, shall give
notice to each director of the time and place of each meeting, by mailing the
same at least two days before the meeting or by telegraphing or telephoning the
same prior to the meeting.
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<PAGE>
SECTION 4. Quorum. A majority of the number of directors fixed by these
By-laws shall constitute a quorum for the transaction of business except as
otherwise provided by law or the Articles of Incorporation or these By-laws, but
a majority of those present at the time and place of any meeting, although less
than a quorum, may adjourn from time to time without notice, until a quorum is
secured.
SECTION 5. Compensation. The Board of Directors shall have the authority
to fix the compensation of the directors and of members of the Executive
Committee and of other committees of the Board.
SECTION 6. Indemnification of Officers, Directors and Employees.
(a) Each director and officer of the Corporation shall be
indemnified by the Corporation against all costs and expenses reasonably
incurred by or imposed upon him in connection with or resulting from any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director or officer of the Corporation (whether or not he
continues to be a director or officer at the time of incurring such cost or
expense), except in relation to matters as to which a recovery shall be had
against him by reason of his having been finally adjudged in such action, suit
or proceeding to have been derelict in the performance of his duty as such
director or officer. The foregoing qualification shall not, however, prevent a
settlement by the Corporation prior to final adjudication when such settlement
appears to be in the interest of the Corporation. The right of indemnification
herein provided shall not be exclusive of other rights to which any director or
officer may be entitled as a matter of law. (Adopted by the stockholders of the
Corporation March 3, 1942.)
(b) As used in the following subsections of this Section 6:
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<PAGE>
"Applicant" means the person seeking indemnification
pursuant to this Section.
"Expenses" includes counsel fees.
"Liability" means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.
"Official capacity" means, (i) when used with respect to a
director, the office of director in the Corporation; or (ii) when used with
respect to an individual other than a director, the office in the Corporation
held by the officer or the employment or agency relationship undertaken by the
employee or agent on behalf of the Corporation.
"Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.
"Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
(c) The Corporation shall indemnify any person who was or is a
party to any proceeding by reason of the fact that he is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, partner, officer or employee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred by him in connection with such
proceeding
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<PAGE>
if (i) he believed, in the case of conduct in his official capacity, that his
conduct was in the best interests of the Corporation, and in all other cases
that his conduct was at least not opposed to its best interests, and, in the
case of any criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, (ii) in connection with a proceeding by or in the right of the
Corporation, he was not adjudged liable to the Corporation, and (iii) in
connection with any proceeding charging improper benefit to him, whether or not
involving action in his official capacity, he was not adjudged liable on the
basis that personal benefit was improperly received by him. A person is
considered to be serving an employee benefit plan at the corporation's request
if his duties to the corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
A person's conduct with respect to an employee benefit plan for a purpose he
believed to be in the interests of the participants and beneficiaries of the
plan is conduct that satisfies the requirements of this subsection.
(d) The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the applicant did not meet the
standard of conduct described in subsection (c) of this Section.
(e) To the extent that the applicant has been successful on the
merits or otherwise in defense of any proceeding referred to in subsection (c)
of this Section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses actually and reasonably incurred by him in
connection therewith.
(f) Any indemnification under subsection (c) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon
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<PAGE>
a determination that indemnification of the applicant is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (c).
The determination shall be made:
(i) By the Board of Directors by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(ii) If a quorum cannot be obtained under paragraph (i) of this
subsection, by majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding;
(iii) By special legal counsel:
(A) Selected by the Board of Directors or its committee in
the manner prescribed in paragraph (i) or (ii) of this subsection; or
(B) If a quorum of the Board of Directors cannot be
obtained under paragraph (i) of this subsection and a committee cannot be
designated under paragraph (ii) of this subsection, selected by majority vote of
the full Board of Directors, in which selection directors who are parties may
participate; or
(iv) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.
Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under paragraph (iii)
of this subsection to select counsel.
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<PAGE>
(g) (i) The Corporation may pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in advance of
final disposition of the proceeding if:
(A) The applicant furnishes the Corporation a written statement
of his good faith belief that he has met the standard of conduct described in
subsection (c);
(B) The applicant furnishes the Corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately determined that he did not meet the standard of conduct; and
(C) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section.
(ii) The undertaking required by subparagraph (B) of paragraph (i) of
this subsection shall be an unlimited general obligation of the applicant but
need not be secured and may be accepted without reference to financial ability
to make repayment.
(iii) Determinations and authorizations of payments under this
subsection shall be made in the manner specified in subsection (f).
(h) The Board of Directors is hereby empowered, by majority vote
of a quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in subsection (c) of
this Section who was or is a party to any proceeding, by reason of the fact that
he is or was an agent of the Corporation, or is or was serving at the request of
the Corporation as an agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, to the same extent as if such
person were specified as one to whom indemnification is granted in subsection
(c). The provisions of
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<PAGE>
subsections (d) through (g) of this Section shall be applicable to any
indemnification provided hereafter pursuant to this subsection (h).
(i) The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Section and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by him in
any such capacity or arising from his status as such, whether or not the
Corporation would have power to indemnify him against such liability under the
provisions of this Section.
(j) The Board of Directors is hereby empowered to cause the
Corporation to contract in advance to indemnify any person specified in
subsection (c) of this Section provided that such contract does not permit
indemnification if the proposed indemnitee failed to meet the standard of
conduct set forth in subsection (c).
(k) Every reference herein to directors, officers, employees or
agents shall include former directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred on the
Board of Directors shall not be exclusive of any other rights to which any
person may be entitled, including any right under policies of insurance that may
be purchased and maintained by the Corporation or others, with respect to
claims, issues or matters in relation to which the Corporation would not have
the power to indemnify such person under the provisions of this Section.
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<PAGE>
(l) For the purposes of this Section, references to the
"Corporation" include all constituent corporations absorbed in a consolidation
or merger as well as the resulting or surviving corporation so that any person
who is or was a director, officer or employee of such a constituent corporation
or is or was serving at the request of such constituent corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity.
(m) If any part of this Section 6 shall be found, in any claim,
action, suit or proceeding, to be invalid or ineffective, the validity and the
effect of the remaining parts shall not be affected.
SECTION 7. Executive Committee. The Board of Directors may, by a
resolution adopted by a majority of the number of directors fixed by these
By-laws, appoint an Executive Committee to consist of two or more directors as
determined by the Board. A majority of the members appointed shall constitute a
quorum. Such Committee shall have the power of the Board of Directors in the
management of the property, business and affairs of the Corporation, except the
power to declare dividends, or to approve an amendment of the Articles of
Incorporation or of these By-laws or to approve a plan of merger or
consolidation. Such Committee shall keep regular minutes of its proceedings and
shall report to the Board and be subject to its directions. The Board may fill
vacancies therein in the same manner as original appointments to such Committee.
Meetings of the Executive Committee shall be held, either within or without the
State of Virginia, upon the order of the Committee or the call of the Chairman
of the Executive Committee, or two or more members of the Committee. The
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<PAGE>
Secretary, or other officer performing his duties, shall give notice to each
Executive Committee member of the time and place of each Executive Committee
meeting, by mailing the same at least two days before the meeting or by
telegraphing or telephoning the same prior to the meeting.
SECTION 8. Other Committees. From time to time the Board of Directors by
a resolution adopted by a majority of the directors present at a meeting at
which a quorum is present may appoint any other committee or committees of
directors for any purpose or purposes, to the extent lawful, which shall have
such powers as shall be determined and specified by the Board of Directors in
the resolution of appointment. Meetings of any such committees shall be held
either within or without the State of Virginia, upon the order of such
committee, or the call of the Chairman, such committee, or two or more members
of such committee. The Secretary, or other officer performing his duties, shall
give notice to each member of such committee of the time and place of each
meeting of such committee, by mailing the same at least two days before the
meeting or by telegraphing or telephoning the same prior to the meeting.
SECTION 9. Action Without a Meeting. Unless otherwise restricted by law
or the Articles of Incorporation, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent, setting forth the action so to be
taken, shall be signed by all of the directors or all of the members of the
committee, as the case may be. Action taken under this Section is effective when
the last director signs the consent unless the consent specifies a different
effective date, in which event the action taken is effective as of the date
specified therein provided the consent states the date of execution by each
director.
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<PAGE>
SECTION l0. Termination of Committee Membership. In the event any person
shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee.
ARTICLE IV
Officers
SECTION 1. Officers. The officers of the Corporation shall be the
Chairman of the Board, the Vice Chairman of the Board, President, Chairman of
the Executive Committee, one or more Senior Executive Vice Presidents, Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Secretary, Treasurer,
General Counsel, Comptroller, Assistant Secretaries, Assistant Treasurers, and
Assistant Comptrollers, and such other officers and agents as may be required by
law, or as may be deemed useful. The Chairman of the Board, the Vice Chairman of
the Board, the President and the Chairman of the Executive Committee shall each
be a member of the Board of Directors. Any person may hold at the same time any
two of the offices above named, except the offices of President and Secretary.
SECTION 2. Election of Officers; Term of Office. All officers and agents
shall be elected annually by the Board of Directors at each annual meeting of
the Board. If the Board of Directors shall fail to fill any designated office at
an annual meeting or if any vacancy shall occur, or if any office shall be newly
created, such office may be filled at any meeting of the Board of Directors.
Each officer shall hold office until his successor is duly elected, or
until his earlier death, resignation or removal, provided that the terms of
office of all officers shall terminate at any
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<PAGE>
annual meeting of the Board of Directors at which the President is elected. The
Board of Directors shall have the power to remove any officer, with or without
cause, at any time.
ARTICLE V
Powers and Duties of Officers
SECTION l. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have general supervision
over the business of the Corporation. He shall preside at all meetings of the
stockholders and the Board of Directors.
SECTION 2. Chairman of the Executive Committee. The Chairman of the
Executive Committee shall be the presiding officer of the Executive Committee
and shall have such other powers and duties as may be assigned to him by the
Board of Directors.
SECTION 3. President. The President shall be the chief operating officer
of the Corporation and shall have such other powers and duties as may from time
to time be assigned to him by the Board of Directors or the Chairman of the
Board.
SECTION 4. Other officers. All officers other than those expressly
referred to in this Article V shall have such powers and duties as usually
pertain to their respective offices, in addition to the powers and duties
conferred by law or by other sections of these By-laws, and such other duties
and powers as may be assigned to them by the Board of Directors, the Chairman of
the Board or the President.
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ARTICLE VI
Fiscal Year
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year.
ARTICLE VII
Checks, Notes, Drafts, Contracts, Etc.
SECTION 1. Checks, Notes, Drafts, Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer or person as
may be designated from time to time either by the Board of Directors or by an
officer authorized by the Board of Directors to make such designation.
SECTION 2. Execution of Contracts, Deeds, Etc. The Board of Directors
may authorize any officer or agent in the name and on behalf of the Corporation
to enter into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such authority may be
general or confined to specific instances.
ARTICLE VIII
Seal
SECTION 1. Form. The Corporate Seal of the
Corporation shall be the Seal impressed on the margin hereof.
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ARTICLE IX
Waiver of Notice
SECTION 1. Waiver of Notice. Any stockholder, director or officer may
waive any notice required to be given in accordance with law, these By-laws or
the Articles of Incorporation by attendance in person or by a writing signed by
the person or persons entitled to said notice or by his proxy, whether before or
after the time or event referred to in said notice, which waiver shall be deemed
equivalent to such notice.
ARTICLE X
Amendment to By-laws
SECTION 1. By the Directors. Except as otherwise provided by law, the
Board of Directors shall have the power to make, amend and repeal the By-laws of
the Corporation.
SECTION 2. By the Stockholders. By-laws made by the Board of Directors
may be repealed or changed, and new By-laws made, by the stockholders and the
stockholders may prescribe that any By-laws made by them shall not be altered,
amended or repealed by the directors. Any such action shall be taken at any
annual or special meeting of stockholders, provided that the notice of such
meeting shall have included such action among the purposes of the meeting.
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<PAGE>
Exhibit 10.8
STOCK COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
UNION CAMP CORPORATION
1. The purpose of the Stock Compensation Plan for Non-Employee Directors
(the "Plan") of Union Camp Corporation (the "Corporation") is to provide
competitive remuneration to the Corporation's non-employee directors so
as to maintain the Corporation's ability to attract and retain highly
qualified individuals to serve on the Board of Directors and to relate
the compensation of non-employee directors more closely to the interests
of the shareholders of the Corporation by increasing the amount of stock
ownership of the Corporation held by non-employee directors.
2. This Plan shall become effective on April 24, 1990, provided the Plan is
approved by shareholders on such date. If this Plan is not so approved,
the Plan shall not become effective.
3. If the Plan becomes effective, each member of the Board of Directors who
is not an employee of the Corporation immediately after each annual
meeting of the stockholders of the Corporation, beginning with the 1990
Annual Meeting, shall receive whole shares of Common Stock of the
Corporation having a fair market value of approximately $5,000. The
number of shares of Common Stock each non-employee director shall be
entitled to receive following each annual meeting thereafter shall be
the number specified in an amendment to the Plan adopted as an Appendix
thereto by the Board of Directors at any time prior to, and in the same
calendar year as, such annual meeting; provided, however, if the Plan is
not so amended, each non-employee director shall receive whole shares of
Common Stock having a fair market value of approximately $5,000. If the
Plan is so amended, each non-employee director shall receive an equal
number of whole shares of Common Stock the fair market value of which
shall not exceed $40,000 per calendar year. The total number of shares
that may be awarded under this Plan is 150,000, provided that if during
any fiscal year of the Corporation the shares of Common Stock issued and
outstanding at the beginning of such fiscal year increase or decrease by
more than 10% by reason of a stock dividend, stock split, reverse split,
subdivision, merger, recapitalization, consolidation (whether or not the
corporation is the surviving corporation), combination or
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<PAGE>
exchange of shares, separation, reorganization, liquidation or like
action, the total number of shares which may be granted under this Plan
shall be correspondingly adjusted. The shares of stock awarded under
this Plan shall be delivered to each non-employee director as soon as
practicable following the applicable annual meeting.
4. The Plan shall be administered by the Chief Executive Officer of the
Corporation (the "CEO") whose interpretation and decision as to any
question arising under the Plan shall be conclusive. Recommendations as
to annual awards under the Plan may be made by the CEO to the Board of
Directors. In making any such recommendation, the CEO shall consider (a)
the performance of the Corporation and (b) the remuneration paid to
non-employee directors by other corporations of similar size.
5. All shares of Common Stock of the Corporation to be used for purposes of
this Plan shall either be newly issued stock or stock purchased by the
Corporation for the benefit of each non-employee Director or both. The
fair market value of newly issued or purchased Common Stock shall be the
mean of the high and low sales prices for the Common Stock as reported
on the Composite Tape for New York Stock Exchange issues on the trading
date preceding the applicable annual meeting of stockholders of the
Corporation or if there is no sale of the shares on such Exchange on
said date, the mean of the bid and asked prices on such Exchange at the
close of the market on such date shall be deemed to be the fair market
value of the shares.
6. This Plan shall be construed in accordance with the laws of the
Commonwealth of Virginia. The Plan may be amended, suspended or
terminated at any time by action of the Board of Directors of the
Corporation, provided no amendment may (a) increase the maximum number
of shares which may be awarded under this Plan, (b) increase the fair
market value of awards to an annual amount greater than $40,000 for each
non-employee director, (c) change the eligibility for awards to
individuals other than non-employee directors, or (d) more than once
every six months, change the number of shares of Common Stock each
non-employee director shall be entitled to receive following each annual
meeting.
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AMENDMENT
JANUARY 30, 1996
TO
STOCK COMPENSATION PLAN
FOR
NON-EMPLOYEE DIRECTORS
OF
UNION CAMP CORPORATION
Appendix Number Five
Immediately after the 1996 Annual Meeting of the Stockholders of the Corporation
each member of the Board of Directors of the Corporation who is not an employee
of the Corporation shall receive under the Plan whole shares of Common Stock of
the Corporation having a fair market value of approximately $9,000.
<PAGE>
<PAGE>
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net Income ($000) $451,073 $113,510 $50,043
Weighted Average Common
Shares Outstanding 69,940,397 69,954,082 69,740,458
Earnings Per Share $6.45 $1.62 $0.72
Weighted Average Common
Shares Outstanding
Including Common Stock
Equivalents - Primary Basis 70,569,537 70,325,502 70,048,604
Primary Earnings Per Share $6.39 $1.61 $0.71
Weighted Average Common
Shares Outstanding
Including Common Stock
Equivalents - Fully
Diluted Basis 70,569,537 70,326,104 70,189,459
Fully Diluted Earnings Per Share $6.39 $1.61 $0.71
</TABLE>
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INVESTING IN BUSINESS PROFITABILITY In the past six years, we invested more than
$2 billion to grow our businesses and strengthen cost-effectiveness across our
business groups. This includes 30% more capacity in our kraft and fine paper
mills, expansion of converting and chemical plants and cost-reduction
investments.
At our Franklin mill, which produces business, printing and writing
papers, we completed the first year of operation of our $85 million fiber
recycling facility. The new plant gives us an additional 100 thousand tons of
capacity a year. The plant uses water recycled from the paper mill, resulting in
no net increase in water usage. Our aim is to use this recycled fiber to produce
our own printing and writing paper. This state-of-the art facility allows us to
efficiently expand our leadership in recycled-content product and meet a growing
market opportunity.
In addition, Fine Paper benefited from a $63 million machine rebuild
program at the Franklin mill. First grade production in the division increased
by 6% over 1994. This increased production enabled us to use the new recycled
fiber without backing down existing pulp capacity.
Money was also put to effective use in 1995 with the completion of a
$160 million black liquor recovery boiler system at our Savannah kraft mill.
This state-of-the-art boiler, which replaces two older ones, is approximately 30
percent more energy-efficient than the previous system and provides a 95%
reduction in sulphur emissions.
In another timely investment, we began construction of a corrugated
container facility in Hanford, California, to serve West coast markets. When
operational in 1996, the plant will produce heavy-duty corrugated containers for
agricultural products, such as frozen produce and fresh fruit, and industrial
goods such as plastic resins. It's another major step in preserving our
leadership in U.S. bulk packaging.
ACQUISITIONS In early January 1996, we acquired the assets of O'Grady
Containers, Inc., in Fort Worth, Texas. This sheet plant will expand our
geographic ability to serve customers in another growing market -- high-quality
graphics and point-of-purchase displays.
We also acquired a 16-thousand annual ton corrugated container plant
near Madrid, Spain. The plant, located in the heart of Spain's industrial
region, will provide a better balance to our industrial/agricultural mix in a
country where we have operated for more than 28 years.
In Turkey, we plan to sign an agreement to create a joint venture
company with KAV Orman Sanayii A. S. The company, Turkey's fourth largest
producer of corrugated containers, serves a fast-growing market. Our planned
joint venture partner is a subsidiary of the $12.8 billion KOC Holding Company.
The joint venture would be competing in a market that is rapidly transforming
from an agricultural base to a diversified economy, a development which is
creating increased demand for containers. Looking ahead, we will continue to
pursue acquisitions that complement our core strengths, both in the U.S. and
overseas.
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FINE PAPER
The Fine Paper Division produces uncoated white paper, market pulp and coated
and uncoated bleached paperboard. The core business is uncoated free sheet used
for business communications and direct mail. Another key product is high-quality
coated and uncoated paperboard for greeting cards, book covers and similar
applications. The Division also produces 100,000 tons of market pulp for sale in
U.S. and world markets. We're a major supplier to converters for computer paper
and direct mail, and are among the world's largest producers of envelope paper.
Business and printing papers are sold mainly through distributors, and the
Division is expanding through retail channels to reach the small and home office
market.
CORE STRENGTHS Two mills in Franklin, Virginia and Eastover, South Carolina make
up one of the industry's most efficient manufacturing operations. Eight machines
provide flexibility to position the business in the highest-opportunity markets.
The Eastover mill is one of the most modern and technologically advanced
printing and writing paper mills in the world. The Division is among the
lowest-cost producers of uncoated free sheet, and is building on its established
lines with a growing position in recycled-content business and communications
papers.
In 1995 Fine Paper turned in record earnings performance. Production reached all
time highs and new product sales advanced sharply. A 100 thousand-ton per year
fiber recycling plant was started up at Franklin. The Division launched a
national television advertising campaign to support Great White Recycled Content
Business Paper's push into the small office/home office market.
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Fine Paper not only achieved record production in 1995, but also managed to keep
product quality at superior levels. At least four major customers honored the
group with prestigious awards in 1995, including Communicolor, which granted
Union Camp its Five Star Supplier Award. This performance, achieved while the
division was running at full capacity, reflects our commitment to provide the
best products and service in the industry.
STRATEGIES The Fine Paper Division is expanding its capability to reach two
fast-growing market segments -- the small office/home office and the corporate
information center. Our increased focus on these segments is part of a broader
commitment to strengthen our marketing initiatives across the fine paper
industry. It's leveraging the low-cost advantage of the Eastover mill and
enhancing customer value with new products made in Franklin. The Division
remains a leading supplier to converters of envelopes, forms and specialty
products and also success-fully targets the commercial printing business. In all
these segments, special emphasis is given to direct marketing applications, a
particular strength for the company. The Division is also expanding into
international markets.
PACKAGING GROUP
The Packaging Group, Union Camp's largest operating unit, is among the country's
leading integrated manufacturers of linerboard, kraft paper and packaging, and
is a significant linerboard exporter. It's a major manufacturer of corrugated
containers, folding cartons, heavy duty shipping sacks and other packaging. Its
five divisions are:
Kraft Paper and Board Produces nearly 2 million tons a year of linerboard,
kraft paper and saturating kraft from two mills; two thirds is converted by
Union Camp, one third is sold in domestic and export markets.
Container Division The largest Pack-aging Group converting operation is a
producer of corrugated containers and solid fiber shipping containers and
slipsheets used in a wide range of packaging.
Flexible Packaging Produces industrial and consumer bags made of paper or film
and produces other non-rigid packaging.
Folding Carton Manufactures high value-added consumer packaging for cosmetics,
toiletries, pharmaceuticals and food products.
International Packaging Operates or has an interest in corrugated container
plants in Ireland, Spain, Chile, Argentina and Puerto Rico.
CORE STRENGTHS The Group's two kraft mills in Savannah, Georgia and Prattville,
Alabama are among the largest in the world and are located in the wood-rich
Southeast. More than 40 converting operations effectively serve selected
high-growth markets. A growing international business serves Europe, the Middle
East and Latin America.
In 1995 The Packaging Group reported record results for the year. The group
completed a realignment that enables the divisions to focus their collective
strengths on the most attractive opportunities. In what may be an industry
first, both Kraft mills and all container operations are now ISO 9000 certified.
Construction began on a heavy-duty corrugated container facility in Hanford,
California. In January 1996, the Group acquired O'Grady Containers, a high
graphics sheet plant in Fort Worth, Texas. Two retail bag operations and one
coating and labeling operation were closed or sold, as Flexible Packaging
reorganized to better serve selected markets. Inter-national expansion included
a new business development office in Hong Kong, a planned joint venture in
Turkey and the acquisition of a container plant in Spain.
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CHEMICAL GROUP
The Chemical Products Division converts chemicals from the pulping process into
a variety of products -- tall oil, fatty acids, rosin acid, dimer acid,
rosin-based ink resins and adhesive tackifiers and polyamid adhesives. Key
markets are adhesives, inks, coatings, lubricants, soaps and personal care
products.
CORE STRENGTHS With three plants in the U.S. and two in the United Kingdom, the
Division is well positioned for international growth. The Division has leading
technological strengths in inks, coatings and adhesive resins, and solid
experience in its core markets. A special strength: hot melt and water based
adhesives, which have environmental benefits and are used in a wide range of
applications.
IN 1995 The Division produced record sales and earnings. Offices were opened in
Hong Kong and Mexico City. It was a big year for capacity improvement, with
major investments in the U.S. and U.K. to better serve customers for dimer,
polyamide and rosin resin capacity. The Division increased dimer capacity by
10%, polyamide by 30% and rosin resin 15% on a global basis. It also developed a
range of new products -- improved ink resins; new polyamid adhesives, inks and
coatings and better rosin resins for the adhesive industry.
STRATEGIES The Division is expanding from its U.S. and European base to markets
in South America and Asia. Growth is also coming from continuous new product
development, including new types of raw materials beyond wood by-products, which
help to soften cyclical impacts.
BUSH BOAKE ALLEN, INC. Bush Boake Allen, a subsidiary of Union Camp, operates as
a free standing corporation. BBA is one of the world's leading compounders of
flavors and fragrances and producers of aroma chemicals. Flavors and fragrances
are produced around the world, while aroma chemicals are produced in the U.K.
and U.S.
CORE STRENGTHS BBA has a strong international position and balanced sales across
major geographic and economic markets. The company has expanded to Bulgaria,
China, Ireland, Mexico, Pakistan, Poland, Russia and the United Arab Emirates
and now has a presence in 40 countries. A key advantage in world markets is
leading technologies in fragrances and flavor compounding and our historic
strength in high-end seasonings that separate us from commodity markets.
IN 1995 It was BBA's fourth consecutive year of record results. BBA began
construction of a compounding plant near Guangzhou, China, and opened offices in
Brazil and Switzerland.
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FOREST RESOURCES GROUP
The Forest Resources Group has the responsibility to create long-term maximum
value from the Company's core resource -- more than 1.5 million acres of
woodlands in Alabama, Florida, Georgia, North Carolina, South Carolina and
Virginia.
The Group has three Divisions: Woodlands, which is responsible for supplying
our paper and wood products mills with high-quality, low-cost fiber; Wood
Products, which produces southern pine lumber, plywood and particleboard panels
for industrial and home improvement markets; and The Branigar Organization,
which develops land for residential, recreational and commercial use in selected
Southeastern markets.
CORE STRENGTHS Union Camp's advanced forestry techniques have made its woodlands
among the most productive in the nation. We are fully committed to the
industry's Sustainable Forestry Initiative-- a broad statement of management
principles designed to guide the practice of environmental stewardship. Nine
modern facilities in four states can produce approximately 500 million board
feet of lumber, 240 million square feet of plywood and 120 million square feet
of particleboard a year. These operations are among the most modern and
productive in the industry. The Branigar Organization has an 80 year history,
and brings solid land development experience to the Group. Two of Branigar's
leading residential properties are The Landings at Skidaway Island near
Savannah, Georgia and Champion Hills near Hendersonville, North Carolina.
IN 1995 The Woodlands Division completed its realignment, adopting a matrix
organization well-suited to serving customers across the company. Woodlands also
made plans to acquire 100,000 woodland acres close to Eastover to ensure a
secure source of fiber for that mill. The Division also increased its goals for
its forestry program -- targeting twice the growth from its lands in 40% less
time. A major reorganization of the Folkston, Georgia, lumber mill will be
completed in 1996 at a cost of about $20 million. Output will be increased by
31% and yield by 14%. The Branigar Organization took on greater responsibility
for the management and planning of the company's high-value land in Georgia and
South Carolina and is becoming more active in commercial development.
Strategies The Woodlands Division will continue to develop and practice advanced
forestry techniques in improving the yield from Union Camp lands. The Division
will also consider other low cost sources of fiber -- including potential
sources outside the United States. The Wood Products Division will focus on
improving the productivity and efficiency of its manufacturing operations, while
looking outside current businesses for opportunities to develop new markets. The
Branigar Organization will continue to put more focus on gaining maximum value
from a broader portfolio of Union Camp properties through development,
management or sale.
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FINANCIAL REVIEW
RESULTS OF OPERATIONS Record operating results highlighted the year 1995 with
three of the company's four business segments achieving new earnings highs.
Consolidated net income in 1995 was $451 million or $6.45 per share, four times
the $1.62 per share earned in 1994.
After several years of eroding prices and sluggish demand, paper product
earnings began to recover in late 1994 and accelerated sharply in early 1995.
Strong demand in domestic and export paper products markets raised prices to
record high levels by mid-year 1995. These prices, coupled with production gains
in the company's mill operations, were the primary factors in the 1995 earnings
performance; however, as the year ended demand and prices declined. Total sales
in 1995 were $4.2 billion, an increase of 24% over 1994 and 35% better than
1993.
Income from operations in 1995 was $830 million, an increase of $556 million
over 1994 and $618 million above 1993. The operating profit margin was 20% in
1995 compared with 8% and 7% in 1994 and 1993, respectively.
[GRAPH GOES HERE]
[Chart Omitted:
Income From Operations
(millions of dollars)
1993 $212
1994 $275
1995 $830].
The 1994 earnings included a gain of $.30 per share on the sale of a minority
interest in the company's Bush Boake Allen flavor and fragrance business;
offsetting this gain were non-recurring charges of $.31 per share, most notably
$.26 per share relating to the write down of assets and disposal of a business.
The earnings improvement in 1994 over 1993 reflected the beginning of a strong
cyclical upturn in paper products driven by global economic expansion and tight
supplies. These conditions remained in place through almost all of 1995.
Earnings in 1993 were $.72 per share reflecting slow growth in U.S. markets
and excess paper industry capacity compounded by economic weakness overseas.
Earnings included a charge of $.23 per share to reflect the increase in the
corporate income tax rate and a $.04 per share loss from the sale of the school
supplies business offset partially by a gain of $.17 per share from the sale of
land.
Operating results and other financial information for the company's principal
business segments are presented on page 38. A discussion of these segments
follows.
[GRAPH GOES HERE]
[Chart Omitted:
Paper and Paperboard
Operating Profit
(millions of dollars)
1993 $101
1994 $182
1995 $737].
PAPER AND PAPERBOARD The principal operations in this segment are the two kraft
paper and linerboard mills, the two bleached paper and board mills and the
timberlands which support the mills and wood products operations. Strong
increases in selling prices for the company's major paper products and
production gains at the kraft paper and board mills lifted segment earnings to a
record level. Operating profit in 1995 was $737 million, compared with $182
million in 1994 and $101 million in 1993. Segment sales were $2.6 billion, up
40% over 1994 and 55% above 1993.
Kraft Paper & Board: Favorable worldwide market trends in place since early 1994
continued to provide linerboard operations with earnings growth for most of
1995. Operating profit for the Kraft Paper and Board Division in 1995 increased
over three-fold from the prior year. Average prices for domestic and export
linerboard were up 45% and 67%, respectively, and linerboard shipments were 8%
above 1994. During the second half of 1995, demand slowed as customers worked
down inventories built earlier in 1995. In response, the company took 130,000
tons of downtime. Linerboard selling prices weakened as the fourth quarter
progressed.
Direct manufacturing costs per ton increased 9% in 1995. These increases were
primarily attributable to higher wood and waste fiber costs. Fixed costs
excluding depreciation increased 5% in 1995.
Operating profit in 1994 increased six-fold over 1993, due almost entirely to
higher linerboard prices. At the end of 1994, domestic linerboard selling prices
were up 40% from the prior year-end. Price gains in export markets were even
higher. Company linerboard shipments in 1994 were 8% below the prior year
primarily as a result of an unplanned paper machine outage at the Savannah,
Georgia mill.
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Bleached Paper and Board: Operating profit in 1995 increased sharply over the
prior year. The extremely favorable conditions which existed in uncoated free
sheet markets during the latter half of 1994, namely, high order backlogs,
leveling off of imports, and declining inventories, continued through much of
1995. Expanded demand supported price increases which raised selling prices $200
per ton, matching a similar increase in the last six months of 1994; however,
prices weakened in the fourth quarter as paper distributors adjusted their
inventory levels downward. In response, the company took 40,000 tons of downtime
in the fourth quarter. Total shipments of white paper products in 1995 were
level with 1994.
Direct manufacturing costs per ton increased 8% in 1995, largely the result of
higher recycled waste fiber costs which more than doubled from the prior year.
Depreciation expense was up 8% over 1994 and selling expenses were up
year-to-year.
In 1994, the year began with severe pricing pressure in the white paper
markets; however, demand strengthened rapidly at the end of the second quarter
and prices began a steady rise. Total shipments of white paper products in 1994
increased 4%, mostly the result of uncoated free sheet volume which was up 6%.
These improvements were not enough to keep operating profit from declining 14%
below 1993.
[GRAPH GOES HERE]
[Chart Omitted:
Packaging Operating Profit
(millions of dollars)
1993 $29
1994 $26
1995 $52].
PACKAGING The Packaging segment includes the corrugated container, flexible
packaging, and folding carton businesses. Packaging products are produced at 41
locations in the U.S. and 6 locations overseas. Demand for these products was
very strong in 1995. Customer sales were $1.5 billion, up 11% over 1994 and 22%
above 1993. Operating profit was a record $52 million in 1995 compared to $26
million in 1994 before the inclusion of special items including a charge of $14
million to write down certain non-strategic assets. Operating profit was $29
million in 1993.
The Container Division is the largest unit in this segment operating 27 plants
in the domestic market with sales of almost $900 million in 1995. Primary
products are corrugated containers and solid fiber containers. The division
achieved record sales and earnings in 1995. This was almost entirely the result
of selling prices, which averaged $200 per ton above the prior year. These price
increases allowed the division to build its margin and more than offset the
increasing cost of raw material linerboard consumed. Towards the end of the
fourth quarter, demand began to ease; however, volume for the year 1995 was
unchanged from 1994.
The company's Flexible Packaging Division is the next largest operating unit
in this segment. It produces a broad variety of industrial and consumer bags,
polyethylene film and other non-rigid packaging at 11 plants in the U.S.
Operating profit improved significantly in 1995, primarily the result of overall
cost reductions realized from the closures of the company's retail paper bag
operations in 1994. Customer sales from continuing operations were up 12% over
1994 largely attributable to strong demand in the consumer packaging markets.
Prices for these packaging products rose 6% and volume was up 6%. Manufacturing
material costs increased 11%; however, the effect was mitigated by productivity
gains. Plastic packaging operations experienced an 11% sales gain, entirely the
result of higher selling prices, but earnings declined on lower volume and
higher manufacturing unit costs.
The International Packaging group's operations continued their strong earnings
growth in 1995. Revenues increased 30% following gains of 11% and 13% in 1994
and 1993, respectively. The company's share of earnings from its 30% investment
in Zucamor S.A., a manufacturer of corrugated containers in Argentina, added
significantly to the favorable year-to-year earnings performance.
The company's Folding Carton Division operates three plants which produce
consumer products packaging with high quality graphics. A 13% increase in
shipments was more than offset by lower average selling price and less favorable
product mix. Operating profit declined substantially in 1995 after increasing
12% in 1994.
<PAGE>
<PAGE>
[GRAPH GOES HERE]
[Chart Omitted:
Wood Products
Operating Profit
(millions of dollars)
1993 $70
1994 $79
1995 $33].
WOOD PRODUCTS After four consecutive years of earnings growth, the Wood Products
segment experienced a downturn in 1995. Operating earnings were $33 million in
1995, a decrease of $46 million from record 1994 earnings, largely the result of
lower profits in the lumber business. Although lumber volume increased 3% in
1995, prices declined and customer sales dollars were down 10%. Margins were
squeezed further by wood costs which averaged 12% above the prior year; however,
improvements in wood yields partially offset these increases.
Plywood and particleboard profit margins were also down in 1995, though not as
much as lumber due to their specialty nature. Gains in selling price were more
than offset by escalating wood costs. The plywood operation also incurred
non-recurring repair costs in 1995.
In 1994, earnings for all operations increased, almost entirely the result of
higher selling prices, which were up 12% for lumber and plywood operations and
15% for particleboard.
CHEMICAL In 1995, the Chemical segment achieved its third consecutive year of
record operating profit, $76 million, an increase of 13% over 1994 and 55% above
1993. Sales were $667 million in 1995 compared to $576 million and $519 million
in 1994 and 1993, respectively.
[GRAPH GOES HERE]
[Chart Omitted:
Chemical
Operating Profit
(millions of dollars)
1993 $49
1994 $67
1995 $76].
Bush Boake Allen (BBA), which operates world-wide with locations in 40
countries, is the largest operating unit in this segment. Union Camp is a
majority owner of this global business with a 68% holding. BBA supplies flavors
and fragrances for use in foods, beverages, cosmetics and toiletries. Sales in
1995 were $425 million, 13% over the prior year and operating profit reached $50
million, 20% above 1994. Aroma chemical operations recorded a significant
increase in earnings, largely the result of higher selling prices and favorable
product mix which more than offset climbing raw material turpentine costs.
Flavor and fragrance operations in Europe and the Americas also had strong
earnings growth in 1995, in particular, the seasonings business. In 1994, BBA
posted a 24% increase in operating profit. Worldwide flavor and fragrance
operations had strong growth with all regions showing gains. Aroma chemical
operations registered sharp earnings improvement.
Operating profit for the company's other chemical unit, the Chemical Products
Division, was a record $26 million in 1995, up 29% from 1994. This operation
up-grades papermaking by-products and other raw material into a wide range of
specialized chemicals, primarily for use in inks, coatings and adhesives.
Despite a 20% price increase in a key raw material, crude tall oil, margins
increased in 1995 as pricing initiatives kept ahead of the escalating raw
material costs. Significant upward price movement was achieved in merchant
market sales of fatty acids and rosins. These higher prices were also passed
through to the upgraded products. In 1994, operating results improved
significantly over the prior year due to higher prices and a more favorable
product mix.
INTEREST EXPENSE Net interest expense was $114 million in 1995, an increase of
$5 million over 1994 but $11 million below 1993. The increase in 1995 was
entirely the result of a lower level of capitalized interest. Gross interest
expense in 1995 decreased $8 million and $11 million from 1994 and 1993,
respectively.
OTHER (INCOME) EXPENSE - NET Other (income) expense in 1995 was $14 million
income compared with $5 million expense in 1994 and $13 million income in 1993.
The year 1994 included charges of $11.7 million from the disposal of the retail
paper bag business. Also in 1994, the company recorded a pre-tax gain of $34.7
million from the sale of a minority interest in Bush Boake Allen. This gain is
presented as a separate line item, "Gain on Sale of Minority Interest" on the
income statement.
INCOME TAXES The effective rate for 1995 was 36.8% compared with 36.6% in 1994
and 50% in 1993. The increased rate in 1993 reflects a $16 million charge to
adjust the deferred tax liability to reflect a 1% increase in the federal income
tax rate.
<PAGE>
<PAGE>
[GRAPH GOES HERE]
[Chart Omitted:
Capital Structure
(millions of dollars)
1993 1994 1995
Shareholders' Equity $1,816 $1,836 $2,122
Preferred Income Taxes $ 583 $ 606 $ 710
Long-Term Debt $1,245 $1,252 $1,198].
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The company further strengthened its balance sheet in 1995. Net working capital
(the excess of current assets over current liabilities) was $460 million at
year-end 1995 compared with $67 million at the end of 1994. The increase was
primarily the result of a $280 million reduction in short-term borrowings. The
company's current ratio was 1.8 at year-end 1995 compared with 1.0 at the end of
1994 and 1993. Stockholders' equity at year-end 1995 was $2.1 billion, or $30.71
per share, an increase of 17% per share over 1994.
Operations have consistently generated strong cash flow to meet the company's
liquidity needs and fund its growth. Over the last three years, operations have
generated $1.5 billion of cash flow. In 1995, cash flow from operations was a
record $750 million. These funds were used to substantially reduce short-term
borrowings, increase cash dividends paid to $116 million and initiate a stock
repurchase program which expended $59.6 million in 1995. These activities were
in addition to $267 million of capital expenditures.
From time to time, supplemental financing is necessary and the company's
strong financial condition provides substantial additional debt capacity. The
ratio of long-term debt to total capital employed (the sum of long-term debt,
deferred taxes and stockholders' equity) was 29.7% at year-end 1995 compared to
33.9% at the end of 1994. Total debt to total capital dropped from 41.2% at
year-end 1994 to 32.2% at December 31, 1995.
Cash provided by investment activities in 1994 includes $89 million received
as a dividend from Bush Boake Allen in connection with the sale to the public of
approximately 6.1 million shares, 32% of BBA stock.
[GRAPH GOES HERE]
[Chart Omitted:
Cash Provided by Operations
(millions of dollars)
1993 $418
1994 $369
1995 $750].
[GRAPH GOES HERE]
[Chart Omitted:
Capital Expenditures
(millions of dollars)
1993 $310
1994 $325
1995 $267].
CAPITAL EXPENDITURES Capital spending totaled $267 million in 1995 compared with
$325 million in 1994 and $310 million in 1993.
Included in 1995 capital spending is paper mill spending of $93 million.
Chemical sector spending, including Bush Boake Allen, totaled $37 million.
Spending at domestic and international packaging plants was $56 million.
Investment at wood products facilities was $27 million, including $14 million
for a lumber mill modernization and expansion. Timberlands regeneration cost was
$21 million and timberlands acquisitions totaled $12 million.
<TABLE>
<CAPTION>
($ in millions) 1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Plant and Equipment
(excludes acquisitions):
Expansion &
Cost Reduction ....................... $137 $172 $119
Replacement & Other ................... 88 110 165
Capitalized Interest .................. 9 22 8
Timberlands (acquisition
& regeneration) .............................. 33 21 18
- --------------------------------------------------------------------------------
Total ......................................... $267 $325 $310
================================================================================
</TABLE>
At year-end 1995, purchase commitments related to capital projects were
approximately $23 million and the approved project spending backlog for plant
and equipment was approximately $370 million. Capital spending in 1996 will
increase to a more normal level of about $325 million exclusive of potential
timberlands acquisitions.
ACQUISITIONS AND DISPOSITIONS In December 1995, the company acquired, through a
Spanish subsidiary, a corrugated container plant located near Madrid, Spain. The
acquisition provides added industrial end user business and gives greater
balance to the agricultural/industrial mix for the company's operations in
Spain. The cost of the acquisition was $8.3 million including working capital.
<PAGE>
<PAGE>
In early 1995, the company sold its flexible packaging plant in Asheville,
North Carolina and completed its withdrawal from the retail paper bag business
with the sale of the Richmond, Virginia bag plant and shut-down of its Savannah,
Georgia retail bag operations. Sales for these businesses were $110 million in
1994. A pre-tax gain of $6.4 million was recognized from the sale of flexible
packaging assets in 1995.
At year-end 1994, the company closed the Centerville, Ohio corrugated
container plant and redeployed most of the equipment to a new plant in Hanford,
California, which will start up in early 1996. Centerville had net sales of $20
million in 1994.
In September 1994, the company acquired a 30% interest in Zucamor S.A.,
Argentina's largest independent corrugated container manufacturer, at a cost of
$22 million and sold its Shelbyville, Kentucky plastic retail bag operation
recognizing a $3.7 million pre-tax loss on this sale.
In May 1994, the company's flavor and fragrance subsidiary, Bush Boake Allen,
sold a 32% minority interest to the public. The company recorded a $34.7 million
pre-tax gain on the sale.
DIVIDENDS The quarterly dividend rate was raised 15% in 1995. This was done in
two steps: in April, the Board of Directors raised the cash dividend 5% from
$.39 per share to $.41 per share. In September, the Board announced a cash
dividend increase of 10% to $.45 per share effective with the fourth quarter.
Cash dividends paid in 1995 were $116.1 million compared to $109.1 million and
$108.8 million in 1994 and 1993, respectively.
In the second quarter of 1995, the Board of Directors authorized the
repurchase of up to five million shares of the company's common stock. During
1995, 1,151,500 shares of common stock were repurchased at a cost of $59.6
million.
ENVIRONMENTAL MATTERS The company invested approximately $17.4 million in
pollution control facilities in 1995. Over the past five years the company's
investment was approximately $134.7 million or about 8.0% of the $1.6 billion of
capital spending.
During 1995, the company recorded expenses of $12 million for study, testing
and remediation in compliance with environmental regulations.
Regulations scheduled to be issued by the U.S. Environmental Protection Agency
in the second half of 1996 are currently anticipated to require capital
investments on the order of $200 to $250 million in the late 1990's.
Quantification of this cost is both speculative and subject to variation with
respect to precise timing. Indications are that annual spending will not
materially detract from normal capital spending plans. The company believes that
since its situation, in relative terms, is similar to that of its competitors,
compliance will not adversely affect its competitive position.
ACCOUNTING MATTERS In October 1995, the Financial Accounting Standards Board
issued Statement No. 123, "Accounting for Stock-Based Compensation", which will
be effective in 1996. The new standard allows companies to continue applying the
present method of accounting which is based on intrinsic value. The company
expects to continue applying the accounting provisions as previously
established. The pro forma fair value disclosure requirements of the new
standard will be included in the footnotes to the 1996 financial statements.
In the first quarter of 1994, the company adopted the provisions of SFAS No.
112, "Employers' Accounting for Postemployment Benefits". At January 1, 1994,
the accumulated obligation associated with these benefits was $6.0 million. This
obligation, included within other long-term liabilities, was recorded in the
first quarter of 1994 on a cumulative basis as a $3.7 million after-tax charge
against income.
In the third quarter of 1993, the company increased its deferred income tax
liability by $16 million to reflect the 1% rate increase as required under the
provisions of SFAS No. 109, "Accounting for Income Taxes".
<PAGE>
<PAGE>
QUARTERLY INFORMATION
<TABLE>
<CAPTION>
($ in thousands, except share and per share)
- -------------------------------------------------------------------------------------------------------------------------
Net Income Before
Accounting Change Stock Price*
Gross ------------------- Net Income Dividends -----------------
Net Sales Profit Amount Per Share Income Per Share Per Share High Low
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 Fourth Quarter ....$1,007,774 $ 295,185 $ 83,169 $1.20 $ 83,169 $1.20 $0.45 $58 1/2 $45 3/4
Third Quarter .... 1,073,494 386,395 129,746 1.85 129,746 1.85 0.41 61 1/4 54 5/8
Second Quarter .....1,109,295 404,132 133,151 1.90 133,151 1.90 0.41 58 1/4 47 7/8
First Quarter ......1,021,146 345,496 105,007 1.50 105,007 1.50 0.39 52 3/8 46 5/8
- -------------------------------------------------------------------------------------------------------------------------
1994 Fourth Quarter ....$ 922,231 $ 265,801 $ 58,319 $0.83 $ 58,319 $0.83 $0.39 $50 $44 3/8
Third Quarter ...... 856,271 194,961 21,733 0.31 21,733 0.31 0.39 50 7/8 45
Second Quarter ..... 827,217 181,013 25,906 0.37 25,906 0.37 0.39 48 3/8 42 1/4
First Quarter ..... 790,106 164,451 11,268 0.16 7,552 0.11 0.39 50 3/4 43 7/8
- -------------------------------------------------------------------------------------------------------------------------
1993 Fourth Quarter ....$ 793,778 $ 181,121 $ 17,552 $0.25 $ 17,552 $0.25 $0.39 $48 1/2 $38 3/4
Third Quarter .... 778,708 171,674 4,881 0.07 4,881 0.07 0.39 46 3/8 41 1/8
Second Quarter .. 786,481 181,072 15,091 0.22 15,091 0.22 0.39 46 3/8 41 1/2
First Quarter .... 761,454 169,755 12,519 0.18 12,519 0.18 0.39 49 1/8 41 1/8
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Net income for 1994 includes a second quarter gain of $.30 per share on the sale
of a minority interest in Bush Boake Allen. This gain was partially offset by a
second quarter charge of $.16 per share to write down non-strategic assets, a
third quarter charge of $.10 per share to reflect the withdrawal from the retail
paper bag business and a first quarter charge of $.05 per share for the
implementation of SFAS No. 112, "Employers' Accounting for Postemployment
Benefits".
The company's common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange.
The number of stockholders of record at December 31, 1995 was 8,758.
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Stockholders and Board of Directors of Union Camp Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and of cash flows present fairly, in all
material respects, the financial position of Union Camp Corporation and its
subsidiaries at December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for postemployment benefits in 1994.
Price Waterhouse LLP
Morristown, New Jersey
February 7, 1996
<PAGE>
<PAGE>
CONSOLIDATED INCOME
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
($ in thousands, except per share)
For The Years Ended December 31, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales .................................................................. $ 4,211,709 $ 3,395,825 $ 3,120,421
Costs and other charges:
Costs of products sold ............................................. 2,729,479 2,524,844 2,360,298
Selling and administrative expenses ................................ 386,855 329,087 305,616
Depreciation and cost of company timber harvested .................. 271,696 253,436 242,883
Other operating (income) expense ................................... (6,423) 13,958 --
- ------------------------------------------------------------------------------------------------------------------------
Income from operations ..................................... 830,102 274,500 211,624
- ------------------------------------------------------------------------------------------------------------------------
Interest expense, net of capitalized interest .............................. 113,705 109,172 124,911
Gain on sale of minority interest .......................................... -- (34,698) --
Other (income) expense-net ................................................. (14,460) 4,862 (13,425)
- ------------------------------------------------------------------------------------------------------------------------
Income before income taxes, minority interest and cumulative
effect of accounting change ........................ 730,857 195,164 100,138
- ------------------------------------------------------------------------------------------------------------------------
Income taxes ............................................................... 268,895 71,420 50,095
- ------------------------------------------------------------------------------------------------------------------------
Minority interest, net of tax .............................................. 10,889 6,518 --
- ------------------------------------------------------------------------------------------------------------------------
Net income before cumulative effect of accounting change ... 451,073 117,226 50,043
- ------------------------------------------------------------------------------------------------------------------------
Cumulative effect of accounting change, net of tax ......................... -- (3,716) --
- ------------------------------------------------------------------------------------------------------------------------
Net income ................................................. $ 451,073 $ 113,510 $ 50,043
- ------------------------------------------------------------------------------------------------------------------------
Earnings per share:
Net income before cumulative effect of accounting
change ............................................. $ 6.45 $ 1.67 $ 0.72
Cumulative effect of accounting change ..................... -- (0.05) --
- ------------------------------------------------------------------------------------------------------------------------
Net income per share ....................................... $ 6.45 $ 1.62 $ 0.72
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
See the accompanying notes to consolidated financial statements
<PAGE>
<PAGE>
CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
($ in thousands)
December 31, 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents ............................................................ $ 30,332 $ 13,256
Receivables-net ...................................................................... 489,967 469,584
Inventories .......................................................................... 468,717 413,809
Other ................................................................................ 44,801 54,484
- ------------------------------------------------------------------------------------------------------------------------------------
1,033,817 951,133
- ------------------------------------------------------------------------------------------------------------------------------------
Property
Plant and equipment, at cost ......................................................... 6,304,113 6,175,539
Less: accumulated depreciation ....................................................... 2,918,963 2,745,017
- ------------------------------------------------------------------------------------------------------------------------------------
3,385,150 3,430,522
Timberlands, less cost of company timber harvested ................................... 274,935 254,458
- ------------------------------------------------------------------------------------------------------------------------------------
3,660,085 3,684,980
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets ......................................................................... 144,441 140,465
- ------------------------------------------------------------------------------------------------------------------------------------
Total Assets ......................................................... $ 4,838,343 $ 4,776,578
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities
Current installments of long-term debt ............................................... $ 43,926 $ 35,899
Notes payable ........................................................................ 102,526 373,384
Accounts payable ..................................................................... 220,243 246,050
Other accrued liabilities ............................................................ 174,432 190,879
Income and other taxes ............................................................... 32,986 37,712
- ------------------------------------------------------------------------------------------------------------------------------------
574,113 883,924
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt ....................................................................... 1,197,536 1,252,249
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Income Taxes ................................................................ 709,850 605,643
- ------------------------------------------------------------------------------------------------------------------------------------
Other Liabilities and Minority Interest .............................................. 235,152 198,441
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
Common stock-par value $1.00 per share ............................................... 69,078 70,012
Capital in excess of par value ....................................................... 38,344 87,897
Other equity adjustments ............................................................. (13,744) (14,661)
Retained earnings .................................................................... 2,028,014 1,693,073
- ------------------------------------------------------------------------------------------------------------------------------------
Shares outstanding, 1995-69,078,078, 1994-70,011,944
Stockholders' Equity-Net ............................................. 2,121,692 1,836,321
- ------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity ........................... $ 4,838,343 $ 4,776,578
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See the accompanying notes to consolidated financial statements
<PAGE>
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
($ in thousands)
For The Years Ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash (Used For) Provided By Operations:
Net income .......................................................... $ 451,073 $ 113,510 $ 50,043
Adjustments to reconcile net income to cash
provided by operations:
Depreciation, amortization and cost of company
timber harvested .................................... 287,738 270,850 261,518
Deferred income taxes ....................................... 105,899 27,268 33,838
Gain on sale of minority interest ........................... -- (34,698) --
Asset write down and business disposal ...................... (6,423) 25,676 --
Other ....................................................... 16,650 13,190 (6,744)
Changes in operational assets and liabilities:
Receivables ................................................. (23,000) (80,593) 42,083
Inventories ................................................. (55,325) 15,880 (3,382)
Other assets ................................................ (3,637) 5,175 7,264
Accounts payable, taxes and other liabilities ............... (22,753) 12,244 33,800
- ----------------------------------------------------------------------------------------------------------------------
Cash Provided by Operations ................. 750,222 368,502 418,420
- ----------------------------------------------------------------------------------------------------------------------
Cash (Used For) Provided By Investment Activities:
Capital expenditures ................................................ (266,799) (324,939) (310,113)
Payments for acquired businesses .................................... (7,115) (25,006) (11,855)
Proceeds from sale of businesses-net ................................ 36,133 8,239 34,451
Proceeds from sale of assets ........................................ 18,480 19,114 27,612
Proceeds from sale of minority interest ............................. -- 88,983 --
Other ............................................................... (11,306) 10,311 17,818
- ----------------------------------------------------------------------------------------------------------------------
Cash Used For Investment Activities ......... (230,607) (223,298) (242,087)
- ----------------------------------------------------------------------------------------------------------------------
Cash (Used For) Provided By Financing Activities:
Proceeds from issuance of long-term debt ............................ 22,625 61,725 21,278
Repayments of long-term debt ........................................ (69,338) (65,574) (117,588)
Common stock repurchases ............................................ (59,614) -- --
Change in short-term notes payable .................................. (279,999) (57,596) 310
Dividends paid ...................................................... (116,132) (109,137) (108,807)
- ----------------------------------------------------------------------------------------------------------------------
Cash Used For Financing Activities .......... (502,458) (170,582) (204,807)
- ----------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash ..................................... (81) 347 (922)
- ----------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents ............................ 17,076 (25,031) (29,396)
Balance at beginning of year ........................................ 13,256 38,287 67,683
- ----------------------------------------------------------------------------------------------------------------------
Balance at end of year .............................................. $ 30,332 $ 13,256 $ 38,287
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See the accompanying notes to consolidated financial statements
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
($ in thousands, except per share)
1. Significant Accounting Policies
Principles of Consolidation and Preparation of Financial Statements: The
consolidated financial statements present the operating results and the
financial position of the company and all of its subsidiaries. All significant
intercompany transactions are eliminated.
In accordance with generally accepted accounting principles, the preparation
of financial statements requires management to make estimates and assumptions
that affect the reported amounts of some assets and liabilities and, in some
instances, the reported amounts of revenues and expenses during the reporting
period.
Cash and Cash Equivalents: Cash and cash equivalents include all highly liquid
investment instruments with an original maturity of three months or less.
Inventories: Inventories are stated at the lower of cost or market and include
the cost of materials, labor and manufacturing overhead. Finished goods and raw
materials of domestic operations are valued principally at last in, first out
(LIFO) cost. Supplies and all inventories of foreign operations are valued at
first in, first out (FIFO) or average cost.
Property and Depreciation: Plant and equipment is recorded at cost, less
accumulated depreciation. Upon sale or retirement, the asset cost and related
depreciation are removed from the balance sheet and the resulting gain or loss
is included in income.
Depreciation is principally calculated on a straight-line basis with lives for
buildings from 15 to 33 years and for machinery and equipment from 10 to 20
years. For major expansion projects, the company uses the units-of-production
depreciation method until design level production is reasonably sustained.
Accelerated depreciation methods are used for tax purposes.
The cost of company timber harvested is charged to income as timber is cut.
The charge to income is the product of the volume of timber cut multiplied by
annually developed unit cost rates which are based on the relationship of timber
cost to estimated volume of recoverable timber.
Goodwill: The excess of the cost over the fair value of net assets of acquired
businesses is recorded as goodwill and is amortized on a straight-line basis
over a period not to exceed 20 years. The company reviews the goodwill
recoverability period on a regular basis.
Research and Development Costs: Research and development costs are expensed as
incurred. These expenditures totaled $55.4 million in 1995, $49.2 million in
1994, and $45.9 million in 1993.
Capitalized Interest: Interest is capitalized on major capital expenditures
during the period of construction. Total interest costs incurred and amounts
capitalized were:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Total interest .............. $ 122,572 $ 130,800 $ 133,117
Interest capitalized ........ (8,867) (21,628) (8,206)
- ------------------------------------------------------------------------
Net interest expense ........ $ 113,705 $ 109,172 $ 124,911
- ------------------------------------------------------------------------
</TABLE>
Pre-Start-Up Costs: The company defers pre-start-up costs for major expansion
projects until such projects become operational. Following the completion of
start-up, the deferred costs are amortized on a straight-line basis over a five
year period.
Changes in Accounting Standards: Effective January 1, 1994, the company adopted
the provisions of Statement of Financial Accounting Standards (SFAS) No. 112,
"Employers' Accounting for Postemployment Benefits", which requires companies to
accrue for the cost of certain postemployment benefits including disability
related, health care and life insurance benefits.
In adopting this standard, the company recorded a one-time cumulative charge
of $3.7 million after-tax in the first quarter of 1994. The net periodic expense
for 1995 and 1994 was $2.2 million and $1.3 million, respectively.
Income Taxes: Deferred income taxes are recorded using enacted tax rates in
effect for the year the differences are expected to reverse. Federal and state
income taxes are not accrued on the cumulative undistributed earnings of foreign
subsidiaries because the earnings have been reinvested in the businesses of
those companies. As of December 31, 1995, the total of all such undistributed
earnings amounted to $146.4 million. It is not practical to estimate the amount
of tax that might be payable on the foreign earnings. The company has, as
required, provided for tax potentially payable on distribution of its share of
$42.9 million, the undistributed earnings of Bush Boake Allen, Inc. (BBA) and
subsidiaries earned subsequent to 1992. (See also Note 9)
Environmental Liabilities: Environmental expenditures that relate to current
operations are expensed or capitalized as appropriate. Liabilities are recorded
when remedial efforts are probable and the costs can be reasonably estimated.
The timing of these accruals generally coincides with the completion of a
feasibility study or the company's commitment to a formal plan of action.
Foreign Currency Translation: The assets and liabilities of the company's
foreign subsidiaries and affiliates are translated into U.S. dollars at year-end
exchange rates, while income and expense accounts are translated at average
annual rates. The primary factor used to determine the functional currencies of
the company's foreign subsidiaries is the local currency cash flows resulting
from manufacturing, sales and financing activities. Gains and
<PAGE>
<PAGE>
losses resulting from foreign currency translation are reflected in a separate
component of Stockholders' Equity entitled Other Equity Adjustments. The effect
of these cumulative adjustments was to reduce equity by $13.2 million at
December 31, 1995 and $14.3 million at December 31, 1994.
Derivatives: The company hedges foreign currency transactions by entering into
forward foreign exchange contracts. Gains and losses associated with the forward
contracts are matched with the offsetting gains and losses recorded for exchange
rate fluctuations on the underlying assets and liabilities. Gains and losses on
interest rate swap agreements are charged or credited to interest expense over
the life of the agreement. (See also Note 7)
Revenue Recognition: The company recognizes revenues upon the passage of title,
which is generally at the time of shipment.
Income Per Share: Net income per share of common stock is based on the weighted
average number of shares outstanding during the period.
2. OTHER OPERATING (INCOME) EXPENSE Results for 1994 included a $14.0 million
pre-tax charge to write down the carrying value of a flexible packaging
operation. In 1995, the company sold these assets and recorded a net pre-tax
gain of $6.4 million.
3. GAIN ON SALE OF MINORITY INTEREST In 1994 the company's flavor and fragrance
subsidiary, BBA sold to the public approximately 6.1 million shares of BBA stock
(approximately 32% of BBA's outstanding shares) at an offering price of $16.00
per share. The company retains approximately 68% of the 19.215 million shares
outstanding after the offering. As a result of this transaction, the company
recognized a $34.7 million pre-tax gain.
4. OTHER (INCOME) EXPENSE-NET Other (income) expense for 1994 includes an $11.7
million charge to withdraw from the retail paper bag business. The year 1993
included an $18.0 million gain attributable to the sale of land.
5. SUPPLEMENTAL BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
December 31, 1995 1994
- -------------------------------------------------------------------
<S> <C> <C>
Receivables
Trade ................................... $ 466,786 $434,277
Other ................................... 39,647 51,826
- ------------------------------------------------------------------
506,433 486,103
- ------------------------------------------------------------------
Less estimated doubtful accounts,
discounts and allowances ........ 16,466 16,519
- -------------------------------------------------------------------
Net ..................... $489,967 $469,584
- -------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995 1994
- -------------------------------------------------------------------
<S> <C> <C>
Inventories
Finished goods .......................... $ 242,732 $ 197,086
Raw materials ........................... 109,181 98,884
Supplies ................................ 116,804 117,839
- -------------------------------------------------------------------
Total ................... $ 468,717 $ 413,809
- -------------------------------------------------------------------
</TABLE>
At December 31, 1995 and 1994, finished goods and raw materials totaling $217.9
million and $196.8 million, respectively, were valued at LIFO cost. The excess
of current cost over LIFO value was $101.0 million and $78.9 million in 1995 and
1994, respectively.
<TABLE>
<CAPTION>
December 31, 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Other Current Assets
Short-term timber leases ................... $ 19,484 $ 14,154
Prepayments ................................ 24,028 19,414
Assets held for resale ..................... 1,289 20,916
- --------------------------------------------------------------------------------
Total ...................... $ 44,801 $ 54,484
- --------------------------------------------------------------------------------
Plant and Equipment, at cost
Land ....................................... $ 35,768 $ 35,435
Buildings and
improvements ....................... 533,236 535,242
Machinery and equipment .................... 5,620,303 5,380,959
Construction-in-progress ................... 114,806 223,903
- --------------------------------------------------------------------------------
Total ...................... $6,304,113 $6,175,539
- --------------------------------------------------------------------------------
</TABLE>
At December 31, 1995, property (principally machinery and equipment) having an
original cost of approximately $381 million and a net book value of $169 million
is pledged against lease obligations and notes payable to industrial development
authorities (see Note 6). These obligations and notes payable have outstanding
long-term balances totaling approximately $333 million.
<TABLE>
<CAPTION>
December 31, 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Other Assets
Deferred pre-start-up ............................. $ 12,891 $ 22,502
Goodwill .......................................... 15,264 21,796
Pension assets .................................... 47,035 26,807
Other intangibles ................................. 18,256 16,774
Investments in affiliates 27,192 24,465
Other ............................................. 23,803 28,121
- --------------------------------------------------------------------------------
Total ............................. $144,441 $140,465
- --------------------------------------------------------------------------------
</TABLE>
Short-Term Debt: Included in Notes Payable at December 31, 1995 and 1994 were
$44 million and $340 million, respectively, of commercial paper borrowings. The
weighted average interest rate on these borrowings for the years 1995 and 1994
were 6.1% and 4.4%, respectively.
The company has short-term revolving credit facilities in numerous countries
primarily outside the United States, which provide for aggregate availability of
$145 million. At December 31, 1995 and 1994, approximately $52 million and $42
million, respectively, was outstanding and included in short-term borrowings.
Commitment fees are either nominal or zero. Covenants, to the extent they exist,
are presently being met and are expected to be met in the future.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995 1994
<S> <C> <C>
- --------------------------------------------------------------------------------
Other Accrued Liabilities
Payrolls .............................. $ 64,329 $ 61,557
Interest .............................. 27,685 28,219
Other ................................. 82,418 101,103
- --------------------------------------------------------------------------------
Total ................. $ 174,432 $ 190,879
- --------------------------------------------------------------------------------
Other Liabilities and Minority Interest
Postretirement and
postemployment benefits ....... $ 116,461 $ 111,845
Minority interest ..................... 74,917 64,178
Minimum pension liability ............. 24,759 7,511
Other ................................. 19,015 14,907
- --------------------------------------------------------------------------------
Total ................. $ 235,152 $ 198,441
- --------------------------------------------------------------------------------
</TABLE>
6. LONG-TERM DEBT
<TABLE>
<CAPTION>
December 31, 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Sinking fund debentures:
8 5/8% due 1997-2016 .......... $ 51,974 $ 52,160
10% due 2000-2019 ............. 100,000 100,000
9 1/4% due 2002-2021 .......... 117,780 125,000
Debentures 9 1/2% due 2002 ............ 100,000 100,000
Debentures 9 1/4% due 2011 ............ 124,800 125,000
Debentures 8 1/2% due 2022 ............ 100,000 100,000
Notes 7 3/8% due 1999 ................. 50,000 50,000
Medium-term notes due
1997-2001; 7.5% to 9.54%;
weighted average rate 9.12% ... 168,000 206,000
Industrial Development Revenue
Bonds; due 2001-2026; 5.0%
to 8.0%; weighted average
rate 5.99% .................... 42,636 43,676
Pollution Control Revenue Bonds
due 1997-2024; 4.3% to 7.45%;
weighted average rate 6.52% ... 290,510 291,125
Other notes due 1997-2004 ............. 5,836 13,288
Commercial Paper ...................... 46,000 46,000
- --------------------------------------------------------------------------------
Total ................. $1,197,536 $1,252,249
- --------------------------------------------------------------------------------
</TABLE>
The current portion of long-term debt at December 31, 1995 amounted to $43.9
million. Amounts payable in the years 1997 through 2000 are $109.6 million,
$55.7 million, $82.1 million and $33.9 million, respectively.
At December 31, 1995, $46 million of commercial paper borrowings was
classified as long-term debt, since the company has the ability and intent to
renew these obligations through the year 2000. The effective interest rate on
these borrowings was 8.08%, inclusive of the net effect of the interest rate
swap. (See Note 7)
The company has revolving credit/term loan agreements which provide for
unsecured borrowings up to $275 million in the United States. Any borrowings
under these agreements would incur interest at the prevailing prime rate or
other market rates. Nominal commitment fees are paid on the unused portion. No
borrowings were made in 1995 under these agreements.
7. FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments: The carrying amounts of certain financial
instruments: cash, short-term investments, trade receivables and payables
approximate their fair values. The fair value of the company's long-term debt
varies with market conditions and is estimated based on quoted market prices for
similar financial instruments by obtaining quotes from brokers.
At December 31, 1995, the book value of long-term debt was $1.20 billion and
the fair value was approximately $1.33 billion. The book value of all other
financial instruments approximates their fair value.
Derivative Financial Instruments: The company uses derivative instruments
exclusively to hedge the risk associated with underlying business transactions
such as existing floating rate debt and existing foreign currency commitments.
Derivatives are not used for trading or speculative purposes. The book value of
these derivatives approximates their fair value.
At December 31, 1995, the company had outstanding foreign exchange contracts
valued at $46 million. The purpose of these contracts is to neutralize foreign
currency transaction risk generated by the company's firm foreign currency
business commitments. The change in value of the contracts resulting from
changes in the respective foreign currency rates versus the U.S. dollar is
accrued monthly and credited or charged to foreign exchange gain or loss.
Foreign currency commitment exposures are evaluated on an ongoing basis and
foreign currency contracts are adjusted as required to offset the risk
associated with the underlying transactions. Cash settlements are executed
whenever the contracts are adjusted which occurs at least monthly. Currency
contracts are limited to currencies with established forward markets and to
counterparties, which have Moody's credit ratings of A1 or better.
At December 31, 1995, the company had an outstanding interest rate swap
agreement the purpose of which is to convert $46 million of floating rate
commercial paper to fixed rate debt. The swap agreement is based on a declining
principal balance schedule which terminates in April, 2000. The differential
between fixed and floating rate obligations is accrued as interest rates change
and is charged or credited to interest expense over the life of the agreement.
Cash settlements are payable semi-annually. The counterparty has a Moody's
credit rating of AA.
<PAGE>
<PAGE>
8. STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Capital In Other
Common Excess of Retained Equity
Stock Par Value Earnings Adjustments
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 .......................... $ 69,664 $ 75,908 $ 1,747,464 $ (11,158)
Net Income .................................. -- -- 50,043 --
Cash dividends ($1.56 per share) ............ -- -- (108,807) --
Issuance of stock for options and award plans 169 5,583 -- 758
Foreign currency translation ................ -- -- -- (13,776)
- -----------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 .......................... 69,833 81,491 1,688,700 (24,176)
Net Income .................................. -- -- 113,510 --
Cash dividends ($1.56 per share) ............ -- -- (109,137) --
Issuance of stock for options and award plans 179 6,406 -- 253
Foreign currency translation ................ -- -- -- 9,262
- -----------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 .......................... 70,012 87,897 1,693,073 (14,661)
Net Income .................................. -- -- 451,073 --
Cash dividends ($1.66 per share) ............ -- -- (116,132) --
Common stock repurchases .................... (1,152) (58,462) -- --
Issuance of stock for options and award plans 218 8,909 -- (203)
Foreign currency translation ................ -- -- -- 1,120
- -----------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 .......................... $ 69,078 $ 38,344 $ 2,028,014 $ (13,744)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The authorized capital stock of the company at December 31, 1995, 1994 and 1993
consisted of 125,000,000 shares of common stock, $1.00 par value, and 1,000,000
shares of authorized but unissued preferred stock, $1.00 par value. Common stock
repurchased is included in the authorized but unissued shares of the company.
Shareholder Rights Plan: The company has a Shareholders' Rights Plan pursuant to
which preferred stock purchase rights are issued to the common stockholders at
the rate of one right for each share of common stock. Each right entitles
shareholders to purchase, under certain conditions (i) one one-thousandth of a
share of the company's Series A Junior Participating Preferred Stock at an
exercise price of $175 or (ii) common stock of the company having a market value
of two times the exercise price. Alternatively, the Board of Directors may
permit holders to surrender each right in exchange for one share of common
stock. The rights will be exercisable only if a person or group acquires 15% or
more of the outstanding common stock or announces a tender offer for 15% or more
of the common stock. The rights expire February 26, 2006 and may be redeemed for
$.001 per right by the Board of Directors prior to the time the rights become
exercisable. In addition, if after any person acquires 15% or more of the
company's common stock, the company is involved in a merger or other business
combination transaction with another person after which its common stock does
not remain outstanding, or the company sells 50% or more of its assets or
earning power, each right will entitle its holder to purchase, at the then
current exercise price, shares of the acquiring company's common stock having a
market value equal to two times the purchase price.
9. INCOME TAXES The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal ............. $124,937 $ 31,744 $ 14,180
State and local ..... 21,880 3,652 (3,639)
Foreign ............. 16,179 8,756 5,716
162,996 44,152 16,257
Deferred:
Federal ............. $ 96,601 $ 22,005 $ 27,317
State ............... 6,477 1,827 3,944
Foreign ............. 2,821 3,436 2,577
- ---------------------------------------------------------------
105,899 27,268 33,838
- ---------------------------------------------------------------
Total ....... $268,895 $ 71,420 $ 50,095
- ---------------------------------------------------------------
</TABLE>
The company follows the provisions of SFAS No. 109, whereby deferred taxes
represent estimated liabilities to be paid or assets to be received in the
future and tax rate changes would immediately affect those liabilities or
assets. In 1993, the federal corporate income tax rate was increased from 34% to
35%. Consequently, the deferred tax provision and the liability for deferred
taxes were increased by $16.0 million to reflect the full amount of the rate
change.
The cumulative deferred tax liability at December 31, 1995 and 1994 was $709.9
million and $605.6 million, respectively. The significant components of these
liabilities (assets) are as follows:
<TABLE>
<CAPTION>
December 31, 1995 1994
- ------------------------------------------------------------------------------------
<S> <C> <C>
Deferred federal taxes:
Accelerated depreciation ........................... $685,155 $ 657,732
Alternative minimum tax ............................ (44,355) (104,404)
Postretirement benefits ............................ (39,651) (38,297)
Other .............................................. 24,588 14,904
- ------------------------------------------------------------------------------------
Total deferred federal taxes ............... 625,737 529,935
- ------------------------------------------------------------------------------------
Deferred state taxes ....................................... 63,383 56,906
Deferred foreign taxes ..................................... 20,730 18,802
- ------------------------------------------------------------------------------------
Total deferred taxes ....................... $709,850 $ 605,643
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
A detailed analysis of the effective tax rate is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal tax rate ................................. 35.0% 35.0% 35.0%
State taxes (net of federal
tax impact) ........................................ 2.8 2.2 2.6
Foreign income taxes ....................................... (0.3) (0.8) (1.2)
Rate change ................................................ -- -- 15.0
Other ...................................................... (0.7) 0.2 (1.4)
- -----------------------------------------------------------------------------------------------------
Effective rate ............................................. 36.8% 36.6% 50.0%
- -----------------------------------------------------------------------------------------------------
</TABLE>
10. EMPLOYEE STOCK OPTION PLANS Under the stock option plans adopted in 1982
and 1989 (as amended), a maximum of 2,175,000 shares and 4,295,000 shares,
respectively, of the company's common stock were made available for the granting
of options and stock appreciation rights to officers and other key employees of
the company and its subsidiaries at prices not less than 100% of fair market
value at the dates of grant. Such options and stock appreciation rights
generally become exercisable two years after the date of grant and expire ten
years from that date. No further options may be granted under the 1982 plan. At
the end of 1995, 577,531 shares were available for future grants under the 1989
plan. The number of options exercisable under both plans at year-end 1995 was
2,345,510.
Under the 1989 plan, as of December 31, 1995, 859,017 shares may be awarded as
restricted stock to selected officers and other key employees of the company and
its subsidiaries. Recipients of restricted stock are entitled to receive cash
dividends and to vote their respective shares. Restrictions limit the sale or
transfer of these shares during a specified period. At December 31, 1995,
113,866 common shares have been issued as restricted stock under this plan.
Unearned compensation, equivalent to the market value of the restricted shares
at date of grant, is included within Stockholders' Equity and is amortized to
expense over the restriction period.
The following table summarizes activity in the company's stock option plans
during 1995, 1994 and 1993. The options outstanding at December 31, 1995 having
related stock appreciation rights attached totaled 1,207,641.
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding
beginning of year .............. 3,213,253 2,894,638 2,517,119
Granted-$45.00 to
$50.06 per share 664,400 581,316 617,860
Exercised-$25.38 to
$45.63 per share (197,637) (176,550) (177,605)
Canceled-$25.38 to
$46.06 per share (97,390) (86,151) (62,736)
- ---------------------------------------------------------------------------------
Options outstanding
end of year .................... 3,582,626 3,213,253 2,894,638
- ---------------------------------------------------------------------------------
</TABLE>
The Financial Accounting Standards Board recently issued SFAS No. 123,
"Accounting for Stock-Based Compensation". The statement, effective in 1996,
allows companies to continue applying the present method of accounting which is
based on intrinsic value. The company expects to continue applying the
accounting provisions as previously established. The pro forma fair value
disclosure requirements of the new standard will be included in the footnotes to
the 1996 financial statements.
11. POSTRETIREMENT BENEFITS The company has a contributory postretirement health
care plan covering primarily its U.S. salaried employees. Employees become
eligible for these benefits when they meet minimum age and service requirements.
The company funds its plan on a "pay-as-you-go" basis, in an amount equal to the
retirees' medical claims paid.
The components of the Accumulated Postretirement Benefit Obligation (APBO) as
of December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
- ---------------------------------------------------------------------
<S> <C> <C>
Retirees .................................... $ 63,179 $ 63,202
Fully eligible active
plan participants ................... 9,095 9,630
Other active plan participants 46,826 29,426
- ---------------------------------------------------------------------
119,100 102,258
Unrecognized net gain (loss) ................ (5,812) 6,851
- ---------------------------------------------------------------------
Accrued postretirement
benefit obligation .................. $113,288 $ 109,109
- ---------------------------------------------------------------------
</TABLE>
The components of the postretirement benefit expense for the years 1995, 1994
and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits
earned during period ........... $ 3,801 $ 3,980 $ 3,344
Interest cost on accumulated
benefit obligation .. .......... 7,954 7,818 7,369
Net amortization and deferral .......... (155) -- --
- -------------------------------------------------------------------------
Postretirement benefit
expense ........................ $ 11,600 $ 11,798 $ 10,713
- -------------------------------------------------------------------------
</TABLE>
The discount rates used to determine the accumulated postretirement benefit
obligation at December 31, 1995 and 1994 were 7.0% and 8.5%, respectively.
For measurement purposes, a 10% increase in the medical cost trend rate was
assumed for 1995. This rate decreases incrementally to 5.5% by the year 2003 and
will remain at that level thereafter. It is estimated that a 1% increase in the
medical cost trend rate would increase the accumulated postretirement benefit
obligation as of December 31, 1995 by $15.6 million and the postretirement
benefit expense for 1995 by $1.8 million.
<PAGE>
<PAGE>
12. PENSION PLANS The company and certain foreign subsidiaries have
non-contributory defined benefit pension plans covering substantially all of
their employees. Benefits are based on years of service and, for salaried
employees, final average earnings. The company funds its plans annually based
upon a consistently applied formula which amortizes the unfunded liability
adjusted for actuarial gains or losses. Assets of the plans are primarily fixed
income instruments and publicly traded stocks.
Pension costs were $20.2 million, $14.5 million and $14.6 million for the
years 1995, 1994 and 1993, respectively. The following table sets forth the
funded status of all pension plans for 1995 and 1994:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------
Domestic Plans Foreign Plans Domestic Plans Foreign Plans
-----------------------------------------------------------------------------------
Assets in Accumulated Assets in Accumulated
excess of benefits in excess of benefits in
accumulated excess of accumulated excess of
benefits assets benefits assets
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value of:
Vested benefit obligation ........ $436,095 $239,263 $ 99,580 $371,028 $193,027 $ 84,482
- -----------------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation ... 460,842 253,140 100,534 385,892 203,857 85,400
- -----------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation ..... 552,794 259,044 135,480 438,914 206,555 115,405
Plan assets at fair value ................ 505,942 215,493 137,281 429,140 170,861 122,785
- -----------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation in
excess of (less than) plan assets 46,852 43,551 (1,801) 9,774 35,694 (7,380)
Unrecognized net gain (loss) ............. (40,346) (730) (23,465) (11,872) 20,854 (15,193)
Unrecognized prior service cost .......... 2,441 (21,095) (127) 2,655 (20,462) (142)
Unrecognized transition asset (obligation) (250) (8,834) 2,789 (302) (10,600) 3,382
Adjustment to recognize minimum liability -- 24,759 -- -- 7,511 --
- -----------------------------------------------------------------------------------------------------------------------------
Pension liability (asset) recorded on
Balance Sheet .................... $ 8,697 $ 37,651 $(22,604) $ 255 $ 32,997 $(19,333)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1995 and 1994, the discount rates used to determine the pension
benefit obligation were 7.0% and 8.5% for the U.S. plans and 8.0% and 9.0% for
the foreign plans, respectively.
The pension expense for these plans included the following components:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned
during the period ............. $ 20,643 $ 24,869 $ 20,936
Interest cost on projected
benefit obligations ........... 64,548 59,889 56,133
Actual return on assets ............... (155,838) 17,694 (120,589)
Net amortization
and deferral .................. 90,824 (87,956) 58,075
- -----------------------------------------------------------------------------
Total pension expense ................. $ 20,177 $ 14,496 $ 14,555
- -----------------------------------------------------------------------------
</TABLE>
The salary progression rate for domestic plans was 5.5% for 1995, 1994 and 1993.
The expected long-term rate of return on domestic plan assets was 9.5% for each
year.
For the foreign plans, the discount rates used to establish annual pension
expense were 9.0%, 7.5%, and 9.5%, for 1995, 1994 and 1993, respectively. The
salary progression rates were 7.0% for 1995, 5.5% for 1994 and 7.5% for 1993.
The expected long-term rate of return on plan assets was 11.5% for each year.
In 1994 the company withdrew from the retail paper bag business. As a result,
the company recorded a plan curtailment charge of $1.0 million and special
termination benefits of $1.8 million.
13. SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for income taxes was $161.1
million in 1995, $32.4 million in 1994, and $26.1 million in 1993 (offset by a
$64.7 million tax refund). Cash paid for interest, net of amounts capitalized,
was $114.2 million in 1995, $110.3 million in 1994, and $129.3 million in 1993.
The following table summarizes non-cash investing and financing activities
related to the company's acquisitions in 1995, 1994 and 1993.
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------
<S> <C> <C> <C>
Fair value of assets
acquired ...................... $ 8,345 $32,788 $21,399
Less: cash paid ....................... 7,115 25,006 11,855
- --------------------------------------------------------------------
Liabilities incurred or
assumed ....................... $ 1,230 $ 7,782 $ 9,544
- --------------------------------------------------------------------
</TABLE>
14. COMMITMENTS AND CONTINGENT LIABILITIES The company is involved in various
legal proceedings and environmental actions. Based upon the company's evaluation
of the information presently available, management believes that the ultimate
resolution of any such proceedings and environmental actions will not have a
material adverse effect on the company's financial position, liquidity or
results of operations.
The company has guaranteed loans of up to $20 million made by a financial
institution to non-controlled entities. The guarantees have terms of 6 years or
less and are secured by the borrowers' assets and stock.
<PAGE>
<PAGE>
15. SEGMENT INFORMATION Union Camp is a leading manufacturer of paper,
packaging, chemicals and wood products serving both U.S. and international
markets. The company derives approximately three fourths of its sales from paper
and packaging products, such as linerboard, kraft paper, uncoated free sheet,
corrugated containers, flexible packaging and folding cartons. The company's
chemical business is involved in the manufacture of chemicals used in inks,
coatings and adhesives, and through its Bush Boake Allen subsidiary, the
manufacture of flavor, fragrance, and aroma chemicals. Chemicals comprise about
a sixth of Union Camp's sales. The company also manages a woodlands base of over
1.5 million acres, supplying raw materials for our linerboard, packaging and
paper making business, as well as for the manufacture of wood products.
Operating results and other financial data are presented for the principal
business segments of the company for the years ended December 31, 1995, 1994 and
1993. Total revenue and operating profit by business segment include both sales
to customers, as reported in the company's consolidated income statement, and
intersegment sales, which are accounted for at prices charged to customers and
eliminated in consolidation. The amount of the elimination of intersegment
profit on any product that remains in inventory at the end of the period is
determined by changes in quantities of inventory and changes in the margins of
profit.
Operating profit by business segment is total revenue less operating expenses.
In computing operating profit by business segment, none of the following items
has been added or deducted: other income, portions of administrative expenses,
interest expense, income taxes and unusual items.
Identifiable assets by business segment are those assets used in company
operations in each segment. Corporate assets are principally cash, intangible
assets, deferred charges and assets held for resale. The company's real estate
operation, Branigar, has been included within corporate items. Capital
expenditures are reported exclusive of acquisitions.
Total revenue and operating profit from the company's foreign subsidiaries
were $504 million and $61 million in 1995, $417 million and $44 million in 1994,
and $372 million and $31 million in 1993. No geographic area outside the United
States was material relative to consolidated revenues, operating profits or
identifiable assets.
Export sales from the United States were $418 million in 1995, $247 million in
1994 and $209 million in 1993.
<TABLE>
<CAPTION>
Paper and Packaging Wood Corporate
Paperboard Products Products Chemical Items Consolidated
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995
Sales to Customers ............. $1,714,009 $1,515,694 $ 283,594 $ 666,794 $ 31,618 $4,211,709
Intersegment Sales ............. 852,589 11,317 71 150 (864,127)* --
---------------------------------------------------------------------------------
Total Revenue .................. 2,566,598 1,527,011 283,665 666,944 (832,509) 4,211,709
Operating Profit ............... 736,509 52,416*** 32,697 75,850 (67,370)** 830,102
Identifiable Assets ............ 3,338,311 719,124 118,118 494,865 167,925 4,838,343
Depreciation & Cost of
Company Timber Harvested 202,767 34,511 12,012 19,192 3,214 271,696
Capital Expenditures ........... 141,598 55,861 27,775 37,261 4,304 266,799
- --------------------------------------------------------------------------------------------------------------------
1994
Sales to Customers ............. $1,123,530 $1,372,084 $ 292,254 $ 575,770 $ 32,187 $3,395,825
Intersegment Sales ............. 697,959 7,367 135 153 (705,614)* --
---------------------------------------------------------------------------------
Total Revenue .................. 1,821,489 1,379,451 292,389 575,923 (673,427) 3,395,825
Operating Profit ............... 182,234 9,335*** 78,520 67,182 (62,771)** 274,500
Identifiable Assets ............ 3,385,220 669,039 105,743 437,740 178,836 4,776,578
Depreciation & Cost of
Company Timber Harvested 185,855 35,541 10,997 17,130 3,913 253,436
Capital Expenditures ........... 247,781 29,545 14,627 27,013 5,973 324,939
- --------------------------------------------------------------------------------------------------------------------
1993
Sales to Customers ............. $1,057,100 $1,251,875 $ 261,569 $ 517,090 $ 32,787 $3,120,421
Intersegment Sales ............. 594,126 6,513 24 1,647 (602,310)* --
---------------------------------------------------------------------------------
Total Revenue .................. 1,651,226 1,258,388 261,593 518,737 (569,523) 3,120,421
Operating Profit ............... 101,482 29,483 69,080 48,931 (37,352)** 211,624
Identifiable Assets ............ 3,320,737 668,069 97,492 389,208 209,527 4,685,033
Depreciation & Cost of
Company Timber Harvested 175,470 35,514 10,708 16,535 4,656 242,883
Capital Expenditures 228,859 32,948 7,392 38,813 2,101 310,113
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Elimination of Intersegment Sales.
** Includes intersegment eliminations and unallocated corporate, technology and
engineering expenses of $61,491 in 1995, $50,725 in 1994, and $48,071 in
1993.
*** The year 1995 includes a gain of $6,423 relating to the sale of the assets
of a flexible packaging operation. Results for 1994 included a charge of
$13,958 relating to the write down of the carrying value of these assets.
<PAGE>
<PAGE>
HISTORICAL DATA (1995-1985)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Results
<S> <C> <C> <C> <C>
Net Sales ............................................... $ 4,211,709 $ 3,395,825 $ 3,120,421 $ 3,064,358
Costs and Other Charges ................................. 3,381,607 3,121,325 2,908,797 2,883,782
- ------------------------------------------------------------------------------------------------------------------------------------
Income From Operations .......................... 830,102 274,500 211,624 180,576
- ------------------------------------------------------------------------------------------------------------------------------------
Interest Expense, net of capitalized interest ........... 113,705 109,172 124,911 136,240
Other (Income)-Net ...................................... (14,460) (29,836)* (13,425) (21,074)
- ------------------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes, Minority
Interest, Extraordinary Item, and
Accounting Changes ...................... 730,857 195,164 100,138 65,410
Income Taxes ............................................ 268,895 71,420 50,095 22,755
Minority Interest, net of tax ........................... (10,889) (6,518) -- --
Extraordinary Item, net of tax .......................... -- -- -- (7,228)
Effect of Accounting Changes, net of tax ................ -- (3,716) -- 40,806
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income ...................................... 451,073 113,510 50,043 76,233
- ------------------------------------------------------------------------------------------------------------------------------------
Per Common Share
Net Income ............................................... 6.45 1.62 0.72 1.10
Dividends ................................................ 1.66 1.56 1.56 1.56
Stockholders' Equity ..................................... 30.71 26.23 26.00 27.01
- ------------------------------------------------------------------------------------------------------------------------------------
Financial Position
Current Assets ........................................... 1,033,817 951,133 910,718 1,016,117
Current Liabilities ...................................... 574,113 883,924 909,372 892,115
- ------------------------------------------------------------------------------------------------------------------------------------
Working Capital .......................................... 459,704 67,209 1,346 124,002
Total Assets ............................................. 4,838,343 4,776,578 4,685,033 4,745,197
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt ........................................... 1,197,536 1,252,249 1,244,907 1,289,706
Deferred Income Taxes .................................... 709,850 605,643 583,155 553,871
Stockholders' Equity ..................................... 2,121,692 1,836,321 1,815,848 1,881,878
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Long-Term Debt to Total Capital ............... 29.7% 33.9% 34.2% 34.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Additional Data
Cash Provided by Operations .............................. 750,222 368,502 418,420 268,865
Capital Expenditures (excluding acquisitions) ............ 266,799 324,939 310,113 219,654
Depreciation & Cost of
Company Timber Harvested ......................... 271,696 253,436 242,883 237,531
Tons Sold-Paper & Paperboard Products .................... 3,485,221 3,452,604 3,291,255 3,242,511
Average Shares of Common Stock Outstanding ............... 69,940,397 69,954,082 69,740,458 69,604,174
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Includes $34.7 million pre-tax gain on sale of minority interest in Bush Boake
Allen
<PAGE>
<PAGE>
HISTORICAL DATA CONTINUED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
($ in thousands, except per share)
1991 1990 1989 1988 1987 1986 1985
- ------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
$ 2,967,138 $ 2,839,704 $ 2,761,337 $ 2,660,918 $ 2,361,684 $ 2,092,247 $ 1,865,871
2,692,148 2,469,017 2,266,561 2,167,264 1,979,788 1,844,957 1,697,109
- ------------------------------------------------------------------------------------------------------------------
274,990 370,687 494,776 493,654 381,896 247,290 168,762
- ------------------------------------------------------------------------------------------------------------------
81,750 31,228 47,800 50,527 61,294 59,702 63,771
(11,748) (26,559) (22,302) (24,882) (22,272) (18,756) (17,701)
- ------------------------------------------------------------------------------------------------------------------
204,988 366,018 469,278 468,009 342,874 206,344 122,692
76,978 136,427 169,878 172,863 135,391 76,410 27,600
-- -- -- -- -- -- --
(3,220) -- -- -- -- -- --
-- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------
124,790 229,591 299,400 295,146 207,483 129,934 95,092
- ------------------------------------------------------------------------------------------------------------------
1.80 3.35 4.35 4.25 2.83 1.77 1.30
1.56 1.54 1.42 1.22 1.14 1.09 1.09
27.88 27.60 25.47 22.66 20.24 18.62 17.92
- ------------------------------------------------------------------------------------------------------------------
909,990 859,532 721,195 769,323 753,683 626,481 514,534
764,916 642,776 366,962 326,079 295,618 275,665 344,996
- ------------------------------------------------------------------------------------------------------------------
145,074 216,756 354,233 443,244 458,065 350,816 169,538
4,697,714 4,403,354 3,413,862 3,094,414 2,919,115 2,776,602 2,660,609
- ------------------------------------------------------------------------------------------------------------------
1,348,157 1,221,597 690,149 627,928 632,706 651,539 592,464
627,120 589,477 581,835 581,080 538,774 478,829 408,057
1,936,256 1,910,643 1,754,524 1,559,327 1,452,017 1,370,569 1,315,092
- ------------------------------------------------------------------------------------------------------------------
34.5% 32.8% 22.8% 22.7% 24.1% 26.1% 25.6%
- ------------------------------------------------------------------------------------------------------------------
375,041 386,036 526,685 518,978 447,261 336,661 279,184
482,638 934,452 556,268 358,671 188,587 212,789 238,958
209,120 217,416 204,572 190,611 180,015 168,457 152,064
3,004,980 2,835,549 2,726,105 2,733,205 2,675,541 2,656,920 2,328,558
69,270,992 68,550,315 68,836,229 69,433,734 73,391,106 73,533,126 73,328,341
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Registration Nos. 2-62214, 33-23952, 33-25455, 33-25454,
33-28396, 33-30599, 2-91519, 33-60428, 33-60426, 33-54335) and the Registration
Statement on Form S-3 (Registration No. 33-56225) of Union Camp Corporation of
our report dated February 7, 1996 appearing on page 28 of the 1995 Annual Report
to Stockholders which is incorporated in this Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 30 of this Form 10-K.
PRICE WATERHOUSE LLP
Morristown, New Jersey
March 28, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 30332
<SECURITIES> 0
<RECEIVABLES> 506433
<ALLOWANCES> 16466
<INVENTORY> 468717
<CURRENT-ASSETS> 1033817
<PP&E> 6579048
<DEPRECIATION> 2918963
<TOTAL-ASSETS> 4838343
<CURRENT-LIABILITIES> 574113
<BONDS> 1197536
<COMMON> 69078
0
0
<OTHER-SE> 2052614
<TOTAL-LIABILITY-AND-EQUITY> 4838343
<SALES> 4211709
<TOTAL-REVENUES> 4211709
<CGS> 2729479
<TOTAL-COSTS> 3381607<F1>
<OTHER-EXPENSES> (14460)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 113705
<INCOME-PRETAX> 730857
<INCOME-TAX> 268895
<INCOME-CONTINUING> 451073<F2>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 451073
<EPS-PRIMARY> 6.45
<EPS-DILUTED> 6.39
<FN>
<F1>Includes $6.4 million pre-tax gain from the sale of flexible packaging asset
s.
<F2>Reflects adjustment for minority interest (net of tax) of $10,889.
</FN>
</TABLE>
