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Filed pursuant to Rule 424(b)(3)
Registration No. 33-61999
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 22, 1995
PROSPECTUS
54,979 SHARES
TUSCARORA INCORPORATED
COMMON STOCK
This Prospectus relates to an aggregate offering of 54,979
shares of the Common Stock, without par value (the "Common Stock"), of
Tuscarora Incorporated, a Pennsylvania corporation (the "Company"). Of the
54,979 shares of Common Stock offered hereby, 45,000 shares are being offered
by the Estate of John P. O'Leary, Sr. (the "Estate") and 9,979 shares are
being offered by John P. O'Leary, Jr., the President and Chief Executive
Officer of the Company (together, the "Selling Shareholders").
The sale of the Common Stock offered hereby was
made to Parker/Hunter Incorporated for resale to purchasers based upon the
bid price, of the Common Stock (see "Plan of Distribution"). The Common
Stock is traded on the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") under the symbol "TUSC". On
September 13, 1995, the closing sale price, as reported on the NASDAQ
National Market System, for the Common Stock was $23.25 per share.
The 45,000 shares are being sold by the Estate to enable the
Executors to pay taxes and to make cash distributions to beneficiaries.
The 9,979 shares are being sold by Mr. O'Leary, Jr. to raise cash to be used
for personal purposes. The Company will not receive any proceeds from the
sale of the shares. The expenses of the offering are to be paid by the
Selling Shareholders.
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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.
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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 and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Selling Shareholders or any other
person. This Prospectus does not constitute an offer to sell or solicitation
of an offer to buy any securities other than the Common Stock to which it
relates, or an offer to or solicitations of any person in any jurisdiction in
which such offer or solicitation would be unlawful. The delivery of this
Prospectus at any time does not imply that the information contained herein is
correct as of any time subsequent to its date.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 15, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange 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 Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of the reports and other information can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended, with respect to the
Common Stock offered by this Prospectus. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement. For further information
about the Company and the Common Stock offered hereby, reference is made to the
Registration Statement and to the exhibits filed therewith.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No.
0-17051) with the Commission pursuant to Section 13(a) of the Exchange Act are
incorporated herein by reference:
(a) Annual report on Form 10-K for the fiscal year ended
August 31, 1994;
(b) Quarterly reports on Form 10-Q for the fiscal
quarters ended November 30, 1994, February 28, 1995
and May 31, 1995; and
(c) The description of the Company's Common Stock
contained in the current report on Form 8-K filed
with the Commission on August 22, 1995, including any
amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein 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 by reference herein 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.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy of any or
all of the information that is incorporated by reference in this Prospectus,
except that exhibits to information incorporated by reference in this
Prospectus need not be furnished, unless the exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates by reference. Any request should be directed to Brian C. Mullins,
Vice President and Treasurer, Tuscarora Incorporated, 800 Fifth Avenue, New
Brighton, Pennsylvania 15066. The Company's telephone number is (412)
843-8200.
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THE COMPANY
The Company was incorporated in 1962 as Tuscarora Plastics,
Inc. The corporate name was changed in 1992 to reflect changes in the
Company's business.
The Company designs and manufactures products for interior
protective packaging and for material handling and other applications. Most of
the products are custom molded products made from expanded foam plastic
materials but other products are made by integrating multiple materials to meet
customer requirements. The Company also supplies customers with custom molded
foam plastic thermal insulation products and components and manufactures rigid
plastic products for material handling applications and component parts.
The Company has been manufacturing custom molded products
since its inception and is the largest manufacturer in the United States of
custom molded products made from expanded foam plastic materials. Integrated
materials products and rigid plastic products were not manufactured by the
Company prior to 1991. The manufacture of these products has resulted
primarily from a number of small business acquisitions.
The Company serves more than 2,500 customers located in North
America and the British Isles, from 26 locations. Among the Company's
customers are manufacturers of consumer and industrial products in the
electronic, high technology, appliance and automotive industries.
The Company's executive offices are located at 800 Fifth
Avenue, New Brighton, Pennsylvania 15066 (telephone number (412) 843-8200).
SELLING SHAREHOLDERS
Of the 54,979 shares of the Company's Common Stock being
offered, 45,000 shares are being offered by the Estate of John P. O'Leary, Sr.
and 9,979 shares are being offered by John P. O'Leary, Jr.
The Executors of the Estate of John P. O'Leary, Sr. are John
P. O'Leary, Jr., David C. O'Leary, Kerry Sue Zombeck and Mellon Bank, N.A.
John P. O'Leary, Jr. is the President and Chief Executive Officer of the
Company and David C. O'Leary is the Vice President, Sales and Marketing of the
Company. The Executors of the Estate, other than Mellon Bank, N.A., are the
three children of John P. O'Leary, Sr., who was a founder of the Company. Mr.
O'Leary, Sr. was Chief Executive Officer of the Company for many years until
his retirement as an officer on December 31, 1989. He remained a director of
the Company until his death on June 28, 1994.
The Estate of John P. O'Leary, Sr. beneficially owns 270,819
shares, constituting approximately 4.39% percent of the Company's issued and
outstanding Common Stock, and John P. O'Leary, Jr. beneficially owns 218,881
shares, constituting approximately 3.53% percent of the Company's issued and
outstanding Common Stock. In computing the percentage ownership for Mr.
O'Leary, Jr., the shares covered by stock options granted to him under the
Company's stock option plans are deemed outstanding. In the case of Mr.
O'Leary, Jr., in addition to 78,672 shares he personally owns, his beneficial
ownership consists of (i) 11,112 shares owned jointly with his wife, (ii)
25,000 shares covered by presently exercisable stock options granted under the
Company's stock option plans; (iii) 157 shares credited to his account under
the Company's Common Stock Purchase Plan; (iv) 33,750 shares held in the
aggregate in custodian accounts for children, and by a trust as to which Mr.
O'Leary, Jr. is the trustee, as to all of which beneficial ownership is
disclaimed by Mr. O'Leary, Jr.; and (v) 70,190 shares held by the trust for the
individual account defined contribution pension plans of the Company as to
which Mr. O'Leary, Jr. is a named fiduciary but in which Mr. O'Leary, Jr. has
no economic interest except as a plan participant.
After the sale of the shares being offered, the Estate and Mr.
O'Leary, Jr. will beneficially own 225,819 and 208,902 shares of Common Stock,
constituting approximately 3.66% and 3.37% of the Company's issued and
outstanding Common Stock, respectively.
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The 45,000 shares are being sold by the Estate to enable the
Executors to pay taxes and to make cash distributions to beneficiaries. The
9,979 shares are being sold by Mr. O'Leary, Jr. to raise cash to be used for
personal purposes. The expenses of the offering are to be paid by the Selling
Shareholders in proportion to the number of shares sold for the account of
each Selling Shareholder.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Shareholders.
PLAN OF DISTRIBUTION
The Selling Shareholders sold all the Common Stock offered
hereby to Parker/Hunter Incorporated ("Parker/Hunter") as principal for resale
by Parker/Hunter to purchasers for its own account. The sales were made to
Parker/Hunter on September 15, 1995 at $22.50 per share, which was the bid
price of the Common Stock on the NASDAQ National Market System at the close of
business on September 14, 1995, less a discount of 5%. The resales by
Parker/Hunter to the purchasers were made on such date at $22.50. The Selling
Shareholders will receive net proceeds of approximately $1,175,177.
In connection with the sales, the Company and the Selling
Shareholders have agreed to indemnify Parker/Hunter and its controlling persons
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or contribute to payments which Parker/Hunter may be required
to make in respect thereof. Robert W. Kampmeinert, Chairman and Chief Executive
Officer of Parker/Hunter, is a director of the Company.
The Selling Shareholders and intermediaries through which
the shares are sold may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, with respect to the Common Stock
offered, and any profits realized or commissions received may be deemed
underwriting compensation.
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Company's annual report on Form 10-K for the year ended
August 31, 1994, have been audited by S.R. Snodgrass, A.C., independent
accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
LEGAL OPINION
The validity of the Common Stock registered hereby has been
passed upon for the Company and the Selling Shareholders by Reed Smith Shaw &
McClay, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219.
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