<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 24, 1997
$150,000,000
UNION CAMP CORPORATION
6.50% NOTES DUE NOVEMBER 15, 2007
------------------------
Interest on the Notes is payable on May 15 and November 15 of each year,
commencing May 15, 1998. The Notes are not redeemable prior to maturity. The
Notes will be represented by one or more Global Securities registered in the
name of the nominee of The Depository Trust Company. Beneficial interests in the
Global Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants. Except as described
herein, Notes in definitive form will not be issued. The Notes will be issued
only in denominations of $1,000 and integral multiples thereof. See 'Description
of Notes'.
------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
------------------ ------------- --------------
<S> <C> <C> <C>
Per Note.............................................. 99.751% 0.650% 99.101%
Total................................................. $149,626,500 $975,000 $148,651,500
</TABLE>
- ------------
(1) Plus accrued interest from November 15, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $100,000 payable by the Company.
------------------------
The Notes offered hereby are offered by the Underwriters specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery in book-entry form only through the facilities of DTC in New York, New
York, on or about November 24, 1997, against payment therefor in immediately
available funds.
GOLDMAN, SACHS & CO.
------------------------
The date of this Prospectus Supplement is November 19, 1997.
<PAGE>
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE 'UNDERWRITING'.
------------------------
RECENT DEVELOPMENTS
Net income for the nine months ended September 30, 1997 was $47,788,000 or
$0.69 per share, compared to $90,995,000 or $1.32 per share for the same period
in 1996. Sales for the nine months ended September 30, 1997 were $3,289,618,000
compared to $2,929,613,000 for the same period last year. The decline in
earnings was primarily attributable to lower average selling prices for
linerboard and uncoated business papers, which was partially offset by reduced
manufacturing costs at the Company's paper mills. Total paper product shipments
for the nine months ended September 30, 1997 increased 5% compared to the same
period in 1996.
Net income for the third quarter of 1997 was $27.6 million or $.40 per
share, compared with $14.4 million or $.21 per share for the third quarter of
last year and $10.6 million or $.15 per share for the second quarter of this
year. Income from operations for the quarter was $75.4 million, a 40% increase
from last year's third quarter and this year's second quarter.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.9 for the nine months ended
September 30, 1997 and 2.3, 6.5, 2.3, 1.7 and 1.4 for the fiscal years ended
December 31, 1996, 1995, 1994, 1993 and 1992, respectively. The ratio of
earnings to fixed charges was calculated based on information obtained from the
Company's books and records. In computing the ratio of earnings to fixed
charges, earnings consist of income before income taxes and fixed charges, less
interest capitalized net of amount amortized. Fixed charges consist of interest
costs on borrowed funds, including capitalized interest, and a reasonable
approximation of the imputed interest on non-capitalized lease payments.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the 'Offered Securities') supplements,
and to the extent inconsistent therewith replaces, the descriptions of the
general terms and provisions of Offered Securities set forth in the Prospectus,
to which descriptions reference is hereby made.
GENERAL
The 6.50% Notes due November 15, 2007 (the 'Notes') will be limited to
$150,000,000 aggregate principal amount and will mature on November 15, 2007.
The Notes will bear interest at 6.50% per annum from November 15, 1997 or from
the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually on May 15 and November 15 of each year,
commencing May 15, 1998, to the persons in whose names the Notes are registered
at the close of business on May 1 and November 1, as the case may be, next
preceding such Interest Payment Date. The Notes will rank equally and ratably
with all other unsecured and unsubordinated indebtedness of the Company. The
Notes will be issued only in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered Global
Securities (collectively, the 'Global Security'), which will be deposited with,
or on behalf of, The Depository Trust Company, New York, New York ('DTC'), as
depository for the Global Security (the 'Depository'), and registered in the
name of DTC's nominee. Transfers or exchanges of beneficial interests in the
Global Security may be effected only through a participating member of DTC.
Under certain limited circumstances Notes
S-2
<PAGE>
<PAGE>
may be issued in certificated form in exchange for the Global Security. In the
event that Notes are issued in certificated form, such Notes may be transferred
or exchanged at the offices described in the second following paragraph.
Payments of principal of, and interest on, Notes registered in the name of
DTC or its nominee will be made to DTC or its nominee, as the case may be, as
the registered owner of the Global Security. None of the Corporation, the
Trustee, any Paying Agent or any other agent of the Corporation or the Trustee
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
In the event that Notes are issued in certificated form, principal and
interest will be payable, the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the office of the agent of the Corporation in The City of New York designated
for such purpose, provided that payment of interest may be made at the option of
the Corporation by check mailed to the address of the person entitled thereto.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, the Company has agreed to sell to Goldman, Sachs &
Co., and Goldman, Sachs & Co. have agreed to purchase, the entire principal
amount of Notes.
Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are committed to take and pay for all of the
Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the Notes sold in the offering may be reclaimed
by the Underwriters if such Notes are repurchased by the Underwriters in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Notes, which may be higher than the
price that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
in the over-the-counter market or otherwise.
S-3
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<PAGE>
<PAGE>
$400,000,000
UNION CAMP CORPORATION
DEBT SECURITIES
------------------------
Union Camp Corporation ('Union Camp' or the 'Company') may from time to
time offer its debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness ('Securities') at an aggregate initial
public offering price not to exceed U.S. $400,000,000 or its equivalent in any
other currency, units of two or more currencies or in a composite currency. If
Securities are sold at an original issue discount, the Company may issue such
higher principal amount as may be sold for an initial public offering price of
up to $400,000,000 or its equivalent. The Securities may be offered as separate
series in amounts, at prices and on terms to be determined at the time of sale
and to be set forth in supplements to this Prospectus. The Company may sell
Securities to or through underwriters, and also may sell Securities directly to
other purchasers or through agents. See 'Plan of Distribution'.
The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations (which may be in United
States dollars, in any other currency, units of two or more currencies or in a
composite currency), maturity, rate (which may be fixed or variable) and time of
payment of interest, if any, terms for redemption at the option of the Company
or the holder, terms for sinking or purchase fund payments, the initial public
offering price, the names of any underwriters or agents, the principal amounts,
if any, to be purchased by underwriters or agents and the compensation, if any,
of such underwriters or agents and the other terms in connection with the
offering and sale of the Securities in respect of which this Prospectus is being
delivered, are set forth in the accompanying Prospectus Supplement ('Prospectus
Supplement').
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 24, 1997.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
Union Camp is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the '1934 Act'), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the 'Commission'). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048;
and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission
maintains a web site on the internet at http://www.sec.gov, that contains the
Company's reports, proxy statements and other information. Such material can
also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, and the Pacific Stock Exchange, Inc., 301 Pine
Street, San Francisco, California 94104.
This Prospectus constitutes part of a Registration Statement filed by Union
Camp with the Commission under the Securities Act of 1933, as amended. In
accordance with the regulations of the Commission, this Prospectus omits certain
of the information contained in the Registration Statement, and reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the Securities offered
hereby. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (filed
with the Commission on March 27, 1997), Quarterly Reports on Form 10-Q for the
quarters March 31, 1997 (filed with the Commission on May 14, 1997) and June 30,
1997 (filed with the Commission on August 13, 1997) and Proxy Statement for the
Annual Meeting of Stockholders on April 29, 1997 (filed with the Commission on
March 21, 1997).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
UNION CAMP WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON REQUEST, A COPY OF ANY OR ALL OF THE
DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO MR. DIRK R. SOUTENDIJK, VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY, UNION CAMP CORPORATION, 1600 VALLEY ROAD, WAYNE, NEW JERSEY
07470, TELEPHONE: (973) 628-2000.
2
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<PAGE>
THE COMPANY
Union Camp Corporation, a Virginia corporation, is engaged principally in
the manufacture and sale of paper and paperboard, packaging products and wood
products, and the production and sale of a wide variety of wood-based and
non-wood-based chemicals, including aroma chemicals and flavor and fragrance
ingredients produced and sold by its majority-owned subsidiary, Bush Boake Allen
Inc. Union Camp controls approximately 1.6 million acres of timberlands in
Georgia, Alabama, Virginia, Florida, North Carolina and South Carolina, most of
which are owned by the Company.
Union Camp's principal executive offices are located at 1600 Valley Road,
Wayne, New Jersey 07470 and its telephone number is (973) 628-2000. As used in
this Prospectus, the terms 'Union Camp' and the 'Company' mean Union Camp
Corporation and its subsidiaries unless the context otherwise requires.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, Union
Camp intends to use the net proceeds from the sale of the Securities for general
corporate purposes which may include the repurchase or redemption of outstanding
debt obligations, funds for working capital and capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.6 for the six months ended
June 30, 1997 and 2.3, 6.5, 2.3, 1.7 and 1.4 for the fiscal years ended December
31, 1996, 1995, 1994, 1993 and 1992, respectively. The ratio of earnings to
fixed charges was calculated based on information obtained from the Company's
books and records. In computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes and fixed charges, less interest
capitalized net of amount amortized. Fixed charges consist of interest costs on
borrowed funds, including capitalized interest, and a reasonable approximation
of the imputed interest on non-capitalized lease payments.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture dated as of November 1,
1994 (the 'Indenture'), between the Company and The Bank of New York, as
successor to NationsBank of Georgia, National Association, as Trustee (the
'Trustee'). The following summary statements with respect to the Securities do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the detailed provisions of the Indenture. Whenever any
particular section of the Indenture or any term defined therein is referred to,
such section or definition is incorporated herein by reference.
GENERAL
The Securities offered hereby will be limited to an aggregate initial
offering price not to exceed U.S. $400,000,000 or its equivalent in any other
currency, units of two or more currencies or in a composite currency although
the Indenture does not limit the amount of Securities which can be issued
thereunder and provides that additional Securities may be issued in one or more
series thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company's Board of Directors. Reference is made to the
Prospectus Supplement relating to the particular series of Securities offered
hereby (the 'Offered Securities') for the following terms, where applicable, of
the Offered Securities: (i) the designation of the Offered Securities; (ii) the
denominations of the Offered Securities; (iii) the aggregate principal amount of
the Offered Securities; (iv) the date or dates on which the Offered Securities
will mature; (v) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Securities will be issued; (vi)
the rate per annum at which the Offered Securities will bear interest, if any,
and the date or dates from which any such interest will accrue; (vii) the times
and places at which any such interest will be payable; (viii) the date, if any,
after which the Offered Securities may be redeemed and the redemption prices;
(ix) the currency
3
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<PAGE>
or currencies of payment of principal of and any premium and interest on the
Offered Securities if other than United States dollars; (x) any index used to
determine the amount of payments of principal of and any premium and interest on
the Offered Securities; (xi) whether the Offered Securities will be issued in
whole or in part in the form of one or more Global Securities and, in such case,
the depositary for such Global Securities; and (xii) any other terms of the
Offered Securities. Unless otherwise provided in the applicable Prospectus
Supplement, principal and interest, if any, will be payable and the Offered
Securities may be surrendered for payment or transferred at the offices of the
Trustee as paying and authenticating agent, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the Securities Register. (Sections 301,
615, 1002)
The Securities will be issued only in fully registered form without coupons
in denominations set forth in the Prospectus Supplement. No service charge will
be made for any transfer or exchange of such Securities, but the Company may
require payment to cover any tax or other governmental charge payable in
connection therewith. (Section 305)
Some of the Securities may be issued as discounted debt securities (bearing
no interest or interest at below market rates) ('Discount Securities') to be
sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Securities or any Securities which are denominated in a currency or composite
currency other than United States dollars will be described in the Prospectus
Supplement relating thereto.
The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
Prospectus Supplement, the covenants contained in the Indenture and the
Securities would not provide for redemption at the option of a Holder nor
necessarily afford Holders protection in the event of a highly leveraged or
other transaction that may adversely affect Holders.
RESTRICTIVE COVENANTS
Definitions. 'Subsidiary' is defined as a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or by one or more other Subsidiaries. 'Restricted Subsidiary' is
defined as a Subsidiary of the Company which owns or leases any Principal
Property, except a Subsidiary which is primarily engaged in the business of a
finance company. (Section 101)
'Principal Property' is defined to include (a) any building, structure or
other facility (together with the land on which it is erected and fixtures
comprising a part thereof) used primarily for manufacturing and located in the
United States, in each case the gross book value (without deduction for any
depreciation reserves) of which, on the date as of which any determination is
made, exceeds 1% of the Consolidated Net Tangible Assets of the Company and its
consolidated Subsidiaries, other than any building, structure or other facility
or portion thereof which is a pollution control or other facility financed by
obligations issued by a State or local governmental unit, and (b) any
timberlands in the United States other than timberlands in the aggregate not
exceeding 10% of the timberland acreage owned by the Company on the date as of
which any determination is made; provided, however, that Principal Property
shall not include any timberlands, building, structure or facility which, in the
opinion of the Board of Directors of the Company, is not of material importance
to the total business conducted by the Company and its Subsidiaries as an
entirety. (Section 101)
'Debt' is defined as notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed. (Section 1008) 'Attributable Debt' is defined
to mean the total net amount of rent (discounted at the rate of interest
implicit in the terms of such lease, as determined in good faith by the Company)
required to be paid during the remaining term of any lease. (Section 101)
'Consolidated Net Tangible Assets' is defined to mean the aggregate amount of
assets (less applicable reserves and other properly deductible items) as set
forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries after deducting (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being renewable or extendible) and (b) all
goodwill and like intangibles. (Section 101)
4
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Limitation on Liens. If the Company or any Subsidiary shall incur, issue,
assume or guarantee any Debt secured by a Mortgage on any Principal Property
owned or leased by the Company or any Restricted Subsidiary or on any shares of
stock or Debt of any Restricted Subsidiary, the Company will secure, or cause
such Restricted Subsidiary to secure, the Securities equally and ratably with
(or prior to) such Debt, unless after giving effect thereto the aggregate amount
of all such Debt so secured after the date of the Indenture together with all
Attributable Debt in respect of sale and leaseback transactions after the date
of the Indenture involving Principal Properties owned by the Company or a
Restricted Subsidiary would not exceed the sum of 5% of the Consolidated Net
Tangible Assets of the Company and its consolidated Subsidiaries plus
$50,000,000. This restriction will not apply to, and there shall be excluded in
computing secured Debt for the purpose of such restriction, Debt secured by (a)
Mortgages on property of, or on any shares of stock or Debt of, any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (b)
Mortgages in favor of the Company or any Restricted Subsidiary, (c) Mortgages
for taxes, assessments or governmental charges or levies, in each case (i) not
then due and delinquent or (ii) the validity of which is being contested in good
faith by appropriate proceedings; and materialmen's, mechanics' and other like
Mortgages, or deposits to obtain the release of such Mortgages, (d) Mortgages to
secure public or statutory obligations or to secure payment of workmen's
compensation or to secure performance in connection with tenders, leases of real
property, bids or contracts or to secure (or in lieu of) surety or appeal bonds
and Mortgages made in the ordinary course of business for similar purposes, (e)
Mortgages on property, shares of stock or Debt existing at the time of, or
within 120 days after, acquisition thereof (including acquisition through merger
or consolidation), purchase money Mortgages and construction cost Mortgages, (f)
Mortgages on timberlands in connection with an arrangement under which the
Company or the Company and one or more Restricted Subsidiaries are obligated to
cut or pay for timber in order to provide the party in whose favor such
Mortgages were created with a specified amount of money, however determined, and
(g) subject to certain limitations, any extension, renewal or refunding, as a
whole or in part, of any Mortgage referred to in the foregoing clauses (a)
through (f), inclusive. (Section 1008) The Indenture does not restrict the
incurring of unsecured Debt by the Company or its Subsidiaries.
Limitation on Sales and Leasebacks. Neither the Company nor any Restricted
Subsidiary may enter into any sale and leaseback transaction involving any
Principal Property owned by the Company or a Restricted Subsidiary, the
acquisition of which, or completion of construction and commencement of full
operation of which, has occurred more than 120 days prior thereto, unless (a)
the Company or such Restricted Subsidiary could create Debt secured by a
Mortgage on such property pursuant to the Limitation on Liens covenant in an
amount equal to the Attributable Debt with respect to the sale and leaseback
transaction without being required to equally and ratably secure the Securities
pursuant to such Limitation on Liens covenant or (b) the Company, within 120
days, applies (i) to the retirement of its Funded Debt or (ii) to the purchase
of other property having a value at least equal to the net proceeds of such
sale, an amount equal to the greater of (a) the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or (b) the fair market
value (as determined by certain officers and directors of the Company) of the
Principal Property so leased (subject to credits for certain voluntary
retirements of the Securities and Funded Debt). This restriction will not apply
to any sale and leaseback transaction (a) between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries or (b) involving the taking back
of a lease for a period of three years or less. (Section 1009)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Security of that series when due; (b) failure to pay any interest on any
Security of that series when due, continued for 30 days; (c) failure to deposit
any sinking fund payment, when due, in respect of any Security of that series,
continued for 30 days; (d) failure to perform any other covenant of the Company
in the Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Securities other than that series), continued for 60 days
after written notice as provided in the Indenture; (e) acceleration of any
indebtedness for money borrowed in excess of $25,000,000 by the Company under
the terms of the instrument under or by
5
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<PAGE>
which such indebtedness is issued, evidenced or secured if such acceleration is
not annulled within 30 days after written notice as provided in the Indenture;
(f) certain events in bankruptcy, insolvency or reorganization; and (g) any
other Event of Default provided with respect to Securities of that series.
(Section 501) If an Event of Default with respect to Securities of any series at
the time Outstanding shall occur and be continuing, either the Trustee or the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series may declare the principal amount (or, if the Securities of that
series are Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Securities of that series to be
due and payable immediately. However, at any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on such acceleration has been obtained, the Holders
of a majority in principal amount of Outstanding Securities of that series may,
under certain circumstances, rescind and annul such acceleration. (Section 502)
For information as to waiver of defaults, see 'Modification and Waiver.'
Reference is made to the Prospectus Supplement relating to each series of
Offered Securities which are Discount Securities for the particular provisions
relating to acceleration of the Maturity of a portion of the principal amount of
such Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of that series. (Section 512)
The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Outstanding Securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Security, (b) reduce the principal amount of, or the premium
(if any) or interest (if any) on, any Security, (c) reduce the amount of
principal of any Discount Security payable upon acceleration of the Maturity
thereof, (d) change the place or currency of payment of principal of, or premium
(if any) or interest (if any) on, any Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security, or (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults. (Section
902)
The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all Securities of that series
waive, insofar as that series is concerned, compliance by the Company in any
particular instance or generally, with certain restrictive provisions of the
Indenture. The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all Securities of that
series waive any past default under the Indenture with respect to Securities of
that series, except (i) a default in the payment of the principal of (or
premium, if any) or interest on any Security of that series or (ii) in respect
of any provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Security of that series affected.
(Section 513)
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CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Securities,
may consolidate or merge with or into, or transfer or lease its assets as an
entirety to, any Person, and any other Person may consolidate or merge with or
into, or transfer or lease its assets substantially as an entirety to, the
Company, provided (i) that the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized and existing
under the laws of any United States jurisdiction and assumes the Company's
obligations on the Securities and under the Indenture, (ii) that after giving
effect to such transaction no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have happened
and be continuing (provided that a transaction will be deemed to be in violation
of this proviso (ii) only as to any series of Securities as to which such Event
of Default or such event shall have occurred and be continuing), and (iii) that
certain other conditions are met. (Article Eight)
REGARDING THE TRUSTEE
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee shall perform only such duties as are specifically set
forth in the Indenture. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (Section 601)
The Trustee may acquire and hold Securities and, subject to certain
conditions, otherwise deal with the Company as if it were not Trustee under the
Indenture. (Section 605)
PLAN OF DISTRIBUTION
General. The Company may sell Securities to or through underwriters, and
also may sell Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company, or from purchasers of Securities for whom they
may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the 'Securities Act'). Any such underwriter
or agent will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement.
The Securities will be a new issue of Securities with no established
trading market. Underwriters and agents to whom Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters and agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Securities.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Underwriters, dealers and agents may engage in over-allotment, stabilizing
transactions and covering transactions in accordance with Regulation M under the
1934 Act. Over-allotment involves sales in excess of the offering size, which
creates a short position. Stabilizing transactions permit bids and purchases of
the Securities so long as the stabilizing bids do not exceed a specified
maximum. Covering transactions involve purchases of the Securities in the open
market in order to cover short positions. Such stabilizing transactions and
covering transactions may cause the price of the Securities
7
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to be higher than it would otherwise be in the absence of such transactions.
Such transactions, if commenced, may be discontinued without notice.
Delayed Delivery Arrangements. If so indicated in the Prospectus
Supplement, the Company will authorize underwriters or other persons acting as
the Company's agents to solicit offers by certain institutions to purchase
Securities from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will be subject to the condition that the
purchase of the Offered Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by White & Case, 1155 Avenue of the Americas, New York, New York, and for the
underwriters or agents, if any, by Sullivan & Cromwell, 125 Broad Street, New
York, New York.
EXPERTS
The consolidated financial statements of Union Camp Corporation
incorporated in this Prospectus by reference to Union Camp Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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_______________________________ _______________________________
_______________________________ _______________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments........................................................................................................ S-2
Ratio of Earnings to Fixed Charges......................................................................................... S-2
Description of Notes....................................................................................................... S-2
Underwriting............................................................................................................... S-3
PROSPECTUS
Available Information...................................................................................................... 2
Incorporation of Certain Documents by Reference............................................................................ 2
The Company................................................................................................................ 3
Use of Proceeds............................................................................................................ 3
Ratio of Earnings to Fixed Charges......................................................................................... 3
Description of Securities.................................................................................................. 3
Plan of Distribution....................................................................................................... 7
Legal Matters.............................................................................................................. 8
Experts.................................................................................................................... 8
</TABLE>
$150,000,000
UNION CAMP
CORPORATION
6.50% NOTES
DUE NOVEMBER 15, 2007
------------------------
PROSPECTUS SUPPLEMENT
------------------------
GOLDMAN, SACHS & CO.
_______________________________ _______________________________
_______________________________ _______________________________
