As filed with the Securities and Exchange Commission on November 30, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 24, 1998
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UNION CAMP CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Virginia
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(State or Other Jurisdiction of Incorporation)
001-04001 13-5652423
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(Commission File Number) (IRS Employer Identification No.)
1600 Valley Road, Wayne, New Jersey 07470
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(Address of Principal Executive Offices) (Zip Code)
(973) 628-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 5
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The undersigned hereby amends and restates its Form 8-K dated November
27, 1998 in its entirety to read as follows:
Item 5. Other Events
On November 24, 1998, Union Camp Corporation, a Virginia corporation
("UC"), announced that it had entered into an Agreement and Plan of Merger (the
"Merger Agreement"), among UC, International Paper Company, a New York
corporation ("IP") and Maple Acquisition, Inc., a Delaware corporation
("MergerSub").
Pursuant to the terms of the Merger Agreement, MergerSub will merge
with and into UC, with UC being the surviving corporation (the "Merger"). Each
share of UC common stock, par value $1.00 per share ("UC Common Shares") (other
than shares of UC Common Shares and Rights (as defined below) owned by IP and
its subsidiaries or held in UC's treasury), together with the rights (the
"Rights") attached thereto and issued pursuant to the Amended and Restated
Rights Agreement, dated as of June 25, 1996, between UC and The Bank of New
York, a New York banking corporation, as Rights Agent (the "Rights Agreement"),
will be converted into the right to receive a number of shares of IP common
stock, par value $1.00 per share ("IP Common Shares") equal to the Exchange
Ratio. "Exchange Ratio" means the number obtained by dividing 71.00 by the
Average IP Share Price (defined as the per share closing price of IP Common
Shares for 10 randomly chosen days out of the 20 trading days prior to the
closing of the Merger); provided that (i) if the Average IP Share Price is less
than $43.70, the Exchange Ratio will be 1.6247 and (ii) if the Average IP Share
Price is greater than $48.30, the Exchange Ratio will be 1.4700.
Each option to acquire UC Common Shares will be converted into the
right to purchase IP Common Shares.
The Merger is subject to certain regulatory approvals as well as to
adoption of the Merger Agreement by the shareholders of UC and approval of the
issuance of IP Common Shares and the authorization of an increase in the number
of authorized shares of IP Common Shares pursuant to the Merger Agreement by the
holders of IP Common Shares.
The preceding is qualified in its entirety by reference to the Merger
Agreement, Exhibit 2.1, which is incorporated by reference from the Form 8-K
filed on November 27, 1998.
In connection with the Merger, IP and UC jointly issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and is specifically
incorporated herein by reference.
Page 2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) See "Index to Exhibits" on page 5.
Page 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNION CAMP CORPORATION
Dated: November 30, 1998 By: /s/ Dirk R. Soutendijk
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Name: Dirk R. Soutendijk
Title: Vice President, General
Counsel, and Secretary
Page 4
<PAGE>
INDEX TO EXHIBITS
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Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of November 24, 1998,
among Union Camp Corporation, a Virginia corporation,
International Paper Company, a New York corporation, and Maple
Acquisition, Inc., a Delaware corporation.*
99.1 Press Release, dated November 24, 1998.
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* Incorporated by reference from the Form 8-K filed on November 27, 1998 --
Commission file number 001-04001.
Page 5
MEDIA CONTACTS:
International Paper Contact: James Lee 914/397-1951
Union Camp Contact: Thomas G. Lambrix 973/628-2253
INVESTOR RELATIONS:
International Paper: Carol S. Tutundgy
Mary Winn Settino
Judy Pirro
Union Camp: Patricia Spinella
INTERNATIONAL PAPER, UNION CAMP CORPORATION
ANNOUNCE MERGER
November 24, 1998
PURCHASE, N.Y. - International Paper (NYSE:IP) and Union Camp Corporation
(NYSE:UCC) announced today they have agreed to merge in a tax-free stock for
stock exchange. Union Camp and International Paper are diversified forest
products companies with $4.4 billion and $20.1 billion respectively in 1997 net
sales. The transaction, which is valued at $6.6 billion including assumption of
debt, is subject to approval by International Paper and Union Camp shareholders
as well as by regulatory agencies. It is expected to close at the end of the
first quarter of next year.
In the merger, which both companies' boards of directors have unanimously
approved, each outstanding share of Union Camp will be exchanged for
International Paper shares having a value of $71, subject to certain adjustments
described in the table below. The merger is expected to be accounted for as a
pooling of interests and is expected to be accretive to International Paper's
earnings in the first full year of operations.
"This is a unique opportunity to combine two great companies with low cost, high
quality assets and long traditions of customer service. In addition, cost
savings resulting from this combination will create significant value for
shareholders. Union Camp's expertise in marketing and manufacturing quality
products will add value to the combined enterprise -- offering substantial
opportunities for growth and success," said W. Craig McClelland, Union Camp's
Chairman and Chief Executive Officer.
"It's a perfect fit," stated John T. Dillon, Chairman and Chief Executive
Officer of International Paper. "By merging, we're teaming two world-class
companies in the paper, packaging, and related forest products businesses. This
combination will allow us to be even more competitive in the global marketplace
and better serve our customers."
<PAGE>
The merger is expected to result in $300 million in cost savings through a
combination of reductions in overhead, process improvements, facility
rationalization, purchasing and logistics savings.
Three members of Union Camp's board of directors, including McClelland and two
members to be named, will join International Paper's board when the transaction
closes. McClelland, who turns age 65 in April, 1999, was scheduled to retire
from Union Camp at that time. Dillon will continue to serve as Chairman and
Chief Executive Officer of International Paper. Upon completion of the merger,
Union Camp shareholders will own approximately 25% and International Paper
shareholders will own approximately 75% of the combined company.
Union Camp Corporation (www.unioncamp.com), based in Wayne, New Jersey, is a
leading manufacturer of paper, packaging, chemicals and wood products and ranks
among the nation's 200 largest industrial firms. Union Camp employs nearly
18,000 worldwide at operations in 40 countries.
International Paper (www.internationalpaper.com), in its 100th year of
operation, is a worldwide producer of printing papers, packaging and forest
products. The company also operates building materials and specialty businesses
in global markets, as well as a broadly based distribution network.
Headquartered in Purchase, N.Y., International Paper has operations in 30
countries, employs more than 80,000 people and exports its products to more than
130 nations.
Statements in this press release that are not historical are forward-looking
statements which are subject to risks and uncertainties that could cause actual
results to differ materially. The expected increases in profitability and
reduction in costs are subject to risks and uncertainties including general
economic conditions, fluctuation in supply and demand, operating rates and
competitive pricing pressures.
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<TABLE>
<CAPTION>
TABLE 1
CALCULATION OF EXCHANGE RATIO OF
INTERNATIONAL PAPER PER UNION CAMP CO. SHARE
International Paper Average Exchange Ratio of IP Shares
Share Price at Closing per Union Camp Share Value per Union Camp Share
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<S> <C> <C>
Less than $43.70 Fixed at 1.6247 1.6247 times IP price
$43.70 - $48.30 Exchange Ratio changes to $71
maintain $71
Greater than $48.30 Fixed at 1.4700 1.4700 times IP price
</TABLE>
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