<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
TUSCARORA INCORPORATED
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1119372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 FIFTH AVENUE
NEW BRIGHTON, PENNSYLVANIA 15066
(Address of Principal Executive Offices) (Zip Code)
1989 STOCK INCENTIVE PLAN
(Full title of the plan)
_______________
BRIAN C. MULLINS
VICE PRESIDENT AND TREASURER
TUSCARORA INCORPORATED
800 FIFTH AVENUE
NEW BRIGHTON, PENNSYLVANIA 15066
(412) 843-8200
(Name, address and telephone number of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price* fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, without
par value . . . . . . . . . . . . . . 299,750 shs. $24.625 $7,381,344 $2,546
===================================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rules 457(h) and 457(c) on the basis of the
average of the high and low sale prices for the Common Stock as reported on
the National Market System of the National Association of Securities Dealers,
Inc. for June 10, 1996, as quoted in THE WALL STREET JOURNAL.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Tuscarora Incorporated (the
"Company") with the Securities and Exchange Commission (File No. 1-17051) are
incorporated by reference in this registration statement:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "1934
Act");
(b) All other reports filed by the Company pursuant to Section
13(a) of the 1934 Act since the end of the fiscal year covered by the annual
report on Form 10-K referred to in (i) above;
(c) The description of the Company's Common Stock contained in
the Company's current report on Form 8-K filed on August 22, 1995 pursuant to
Section 13(a) of the 1934 Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
report on Form 10-K referred to in (i) above and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents, except that the
information included in any document in response to paragraphs (i), (k) or (l)
of Item 402 of Regulation S-K is not incorporated by reference in this
registration statement.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this registration statement shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
1. Provisions of the Pennsylvania Business Corporation Law of
1988 (the "BCL"). Section 1741 of the BCL provides that a corporation shall
(subject to the provisions described in the second succeeding paragraph) have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than
II-1
<PAGE> 3
an action by or in the right of the corporation), by reason of the fact that
such person 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 or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe this conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 1742 of the BCL provides that a corporation shall
(subject to the provisions described in the succeeding paragraph) have the
power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person 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 or other enterprise, against expenses (including attorney's
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court of
common pleas of the county in which the registered office of the corporation is
located or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of common pleas or such other court
shall deem proper.
Section 1744 of the BCL provides that any such indemnification
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to
such action, suit or proceeding; or
(2) If such a quorum is not obtainable, or, even if
obtainable a majority vote of a quorum of disinterested
directors so directs, by independent legal counsel in a
written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 of the BCL provides that
to the extent that a director, officer, employee or agent of the corporation is
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1741 or Section 1742, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by such
person in connection therewith.
Section 1746 of the BCL provides that the rights to
indemnification provided by or granted pursuant to the above sections shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or directors or otherwise, both as to actions in his official
capacity and as to action in another capacity while holding that office.
II-2
<PAGE> 4
Section 1747 of the BCL provides that a Pennsylvania business
corporation shall have power to purchase and maintain insurance 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 or other enterprise, against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify the
director, officer, employee or agent against such liability under the foregoing
provisions. Section 1747 declares such insurance to be consistent with the
public policy of the Commonwealth of Pennsylvania.
2. Indemnification Article. In implementation of the
above-stated provisions of the BCL, the Company's shareholders adopted an
amendment to add a new Article 12th to the Company's Articles of Incorporation
(the "Indemnification Article") which provides that, except as prohibited by
law every Director and officer of the Company is entitled as of right to be
indemnified by the Company against expenses and any liabilities incurred by
such person in connection with any actual or threatened claim, action, suit or
proceedings, whether civil, criminal, administrative, investigative or other,
or whether brought by or against the Director or officer or by or in the right
of the Company or otherwise, by reason of the Director or officer being or
having been a Director or officer of the Company or a subsidiary of the Company
or by reason of the fact that the Director or officer is or was serving at the
request of the Company as a director, officer, employee, fiduciary or other
representative of another company, partnership, joint venture, trust, employee
benefit plan or other entity. The rights to indemnification do not, however,
apply (i) where any act or failure to act giving rise to a claim for
indemnification for expenses or liability is determined by a court to have
constituted willful misconduct or recklessness or (ii) where Federal law would
prohibit such indemnification, and in an action brought by a Director or
officer against the Company, the Director or officer is only entitled to
indemnification for expenses in certain circumstances. Each Director and
officer is also entitled as of right to have his expenses in defending an
action paid in advance by the Company prior to final disposition of the action,
provided the company receives a written undertaking by or on behalf of the
Director or officer to repay the amount advanced if it should ultimately be
determined that the Director or officer is not entitled to be indemnified. In
addition, rights to partial indemnification for expenses and liability are
provided in certain circumstances, and a procedure is established under which a
Director or officer may bring an action against the Company if a written claim
for indemnification or advancement of expenses is not paid by the Company in
full within 30 days after the claim has been presented. The Director or
officer is also entitled to advancement of expenses in this proceeding.
The rights to indemnification and advancement of expenses
provided by the Indemnification Article are also not deemed exclusive of any
other rights, whether existing or created after the adoption of the
Indemnification Article, to which a Director or officer may be entitled under
any agreement, provision in the Articles or By-Laws of the Company, vote of
shareholders or Directors or otherwise; and the rights to indemnification and
advancement of expenses continue as to each Director or officer who has ceased
to have the status pursuant to which he was entitled to indemnification and
inure to the benefit of the heirs and legal representatives of the Director or
officer. Any amendment or repeal of the Indemnification Article or adoption of
any By-Law or other provision of the Articles which has the effect of limiting
in any way the rights provided by the Indemnification Article will operate
prospectively only and will not affect any action taken, or failure to act, by
a Director or officer prior to such amendment, repeal, By-Law or other
provision becoming effective.
3. Indemnification and Insurance Agreements. The Company also
has entered into Indemnification and Insurance Agreements with each of its
Directors. The agreement provides essentially the same rights to
indemnification against expenses and liability, advancement of expenses and
partial indemnification as are provided in the Indemnification Article, except
that a contractee has the additional right to cause judgment to be confessed
against the Company if expenses are not advanced by the Company within 30 days
after a written request by the contractee. In addition, under the agreement
expenses and liability may be advanced to a contractee before payment is
reasonably expected to be made to the contractee under an insurance policy or a
security arrangement established by the Company subject to an undertaking to
reimburse the Company for the amount advanced upon receipt of such amount by
the contractee pursuant to the insurance policy or security arrangement.
II-3
<PAGE> 5
Further, the agreement provides that if the full indemnification
claimed by the contractee may not be paid by the Company to the contractee
because such indemnification is prohibited under law and the Company has been
found to be jointly liable with the contractee as to the matter for which
indemnification was sought (or would be so liable if the Company were joined in
such matter), the contractee has a right to contribution from the Company for
the amount of any expenses or liability incurred by the contractee as to such
matter based on the relative benefits received by the Company and the
contractee from the transaction from which the liability arose and the relative
fault of the Company (including the Company's other directors, officers,
employees or agents) and the contractee in connection with the events which
resulted in such expenses or liability, as well as other relevant equitable
considerations.
Separately, the agreement, while not requiring the Company to
maintain the director and officer liability insurance in effect at the time the
agreement is entered into with a contractee, provides that if such insurance is
not maintained, the Company will in effect become a self-insurer by providing
the same insurance benefits that would have been provided had the insurance
been continued. Since the Company may purchase insurance against certain types
of liabilities, such as liabilities under the Federal securities laws, for
which the Company might not be able to provide indemnification, this contract
right may have the effect of providing broader payment rights than are
available under the Indemnification Article should the Company fail to maintain
its director and officer liability insurance.
Under the agreement, a contractee is entitled to the rights to
indemnification for expenses and liability, advancement of expenses and
liability, contribution and payment for failure to maintain insurance provided
by the agreement notwithstanding any amendment or repeal of the Indemnification
Article. In addition, although a change in law restricting indemnification
rights would automatically restrict the indemnification rights provided under
the Indemnification Article, the agreement provides that a change in law
restricting indemnification rights will not affect the indemnification rights
of a contractee unless the law so requires.
Indemnification and Insurance Agreements will also be entered
into with future Directors and such other officers, employees and agents of the
Company and its subsidiaries as shall be designated from time to time by the
Board of Directors. Each agreement will only apply to actions commenced after
the date of the agreement; but such actions may arise from acts or omissions
occurring before the date of the agreement.
4. Director and Officer Liability Insurance. As permitted by
Section 1747 of the BCL, the Company has purchased Director and officer
liability insurance covering its Directors and officers with respect to
liability which they may incur in connection with their serving as such. Under
this insurance, the insurer will pay amounts which the Company's Directors and
officers become legally obligated to pay and for which they are legally
entitled to indemnification from the Company and the Directors and officers may
have coverage against certain liabilities for which they may not be entitled to
indemnification from the Company, in each case subject to certain limitations
and exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- ------- ------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Restated Articles of Incorporation, filed as Exhibit 3(i) to the Company's annual report on Form
10-K for the fiscal year ended August 31, 1995 and incorporated by reference.
4.2 Bylaws, as amended and restated effective December 15, 1994, filed as Exhibit 3(ii) to the Company's
quarterly report on Form 10-Q for the fiscal quarter ended February 28, 1995 and incorporated herein
by reference.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the shares being registered, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay, included in Exhibit 5.1 above.
23.2 Consent of S.R. Snodgrass, A.C., filed herewith.
24.1 Powers of Attorney, filed herewith as part of signature page.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933
(the "1933 Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the 1934 Act
that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any
liability under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
II-5
<PAGE> 7
(b) Filings incorporating subsequent 1934 Act Documents by
Reference.
The Company hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE> 8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN NEW BRIGHTON, PENNSYLVANIA, ON JUNE 14, 1996.
TUSCARORA INCORPORATED
By /s/ JOHN P. O'LEARY, JR.
----------------------------
John P. O'Leary, Jr.
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 14, 1996:
Know All Men By These Presents that each person whose signature
appears below constitutes and appoints John P. O'Leary, Jr. and Brian C.
Mullins, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and either of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
<S> <C>
/s/ JOHN P. O'LEARY, JR. President and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer)
John P. O'Leary, Jr.
/s/ THOMAS S. BLAIR Director
- -----------------------------------
Thomas S. Blair
/s/ DAVID I. COHEN Director
- -----------------------------------
David I. Cohen
/s/ ABE FARKAS Director
- -----------------------------------
Abe Farkas
/s/ KAREN L. FARKAS Director
- -----------------------------------
Karen L. Farkas
</TABLE>
II-7
<PAGE> 9
<TABLE>
<S> <C>
/s/ ROBERT W. KAMPMEINERT Director
- -----------------------------------
Robert W. Kampmeinert
/s/ DAVID C. O'LEARY Director
- -----------------------------------
David C. O'Leary
/s/ HAROLD F. REED, JR. Director
- -----------------------------------
Harold F. Reed, Jr.
/s/ JAMES I. WALLOVER Director
- -----------------------------------
James I. Wallover
/s/ THOMAS P. WOOLAWAY Director
- -----------------------------------
Thomas P. Woolaway
/s/ BRIAN C. MULLINS Vice President and Treasurer
- ----------------------------------- (Principal Financial Officer and
Brian C. Mullins Principal Accounting Officer)
</TABLE>
II-8
<PAGE> 10
TUSCARORA INCORPORATED
1989 STOCK INCENTIVE PLAN
-------
REGISTRATION STATEMENT
ON FORM S-8
-------
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- ------- ------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Restated Articles of Incorporation, filed as Exhibit 3(i) to the Company's annual report on Form 10-K
for the fiscal year ended August 31, 1995 and incorporated by reference.
4.2 Bylaws, as amended and restated effective December 15, 1994, filed as Exhibit 3(ii) to the Company's
quarterly report on Form 10-Q for the fiscal quarter ended February 28,1995 and incorporated herein by
reference.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the shares being registered, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay, included in Exhibit 5.1 above.
23.2 Consent of S.R. Snodgrass, A.C., filed herewith.
24.1 Powers of Attorney, filed herewith as part of signature page.
</TABLE>
<PAGE> 1
REED SMITH SHAW & MCCLAY
[Letterhead]
(412) 288-3196 June 14, 1996
Tuscarora Incorporated
800 Fifth Avenue
New Brighton, PA 15066
Re: Registration Statement on Form S-8 re 1989
Stock Incentive Plan
Gentlemen:
We have acted as counsel to Tuscarora Incorporated (the
"Company") in connection with the above-captioned Registration Statement (the
"Registration Statement") relating to 299,750 shares of Common Stock, without
par value, of the Company (the "Common Stock") which may be purchased or
acquired by employees of the Company and its subsidiaries under the Company's
1989 Stock Incentive Plan (the "Plan"). The Plan provides that either
authorized but unissued or reacquired shares of Common Stock may be issued upon
the exercise of stock options granted, or upon the award of restricted shares,
under the Plan. In rendering our opinion below, we have assumed that only
authorized but unissued shares will be sold under the Plan.
In connection with this opinion, we have examined, among other
things:
(1) the Restated Articles of Incorporation and By-Laws of the
Company as in effect on the date hereof;
(2) the Plan, as amended and in effect on the date hereof;
(3) Minutes of meetings of the Board of Directors and
shareholders of the Company held on October 16, 1989 and December 19,
1989, respectively, at which the Plan was adopted by the Board and
approved by the shareholders; and
(4) Minutes of meetings of the Board of Directors and
shareholders of the Company held on October 13, 1994 and December 15,
1994, respectively, at which the Plan was amended by the Board and
said amendment was approved by the shareholders.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as
we considered necessary in order to enable us to furnish this opinion, we are
pleased to advise you that in our opinion the shares of Common Stock being
registered and which may be issued by the Company pursuant to the provisions of
the Plan upon the exercise of stock options granted under the Plan or
<PAGE> 2
REED SMITH SHAW & MCCLAY
Tuscarora Incorporated -2- June 14, 1996
upon the award of restricted shares under the Plan have been duly authorized,
and, upon issuance, in accordance with the provisions of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the use of our name in the Prospectus
under the caption "Legal Opinion".
Yours truly,
/s/ Reed Smith Shaw & McClay
-----------------------------
REED SMITH SHAW & McCLAY
EH/cg
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation of our reports, dated October
12, 1995, on our audits of the consolidated financial statements and related
financial statement schedules of Tuscarora Incorporated and its subsidiaries as
of August 31, 1995 and 1994, and for the three years in the period ended August
31, 1995, which reports are incorporated by reference or included in the Annual
Report on Form 10-K of Tuscarora Incorporated for the year ended August 31,
1995, in the registration statement on Form S-8 of Tuscarora Incorporated for
the registration of 299,750 additional shares of its Common Stock, without par
value, which may be issued under its 1989 Stock Incentive Plan, and in the
Section 10(a) prospectus used in connection with such registration statement.
We also consent to the reference to our firm under the caption
"Experts" in the above-mentioned prospectus.
/s/ S.R. Snodgrass, A.C.
-------------------------
S.R. Snodgrass, A.C.,
Certified Public Accountants
Beaver Falls, PA
June 14, 1996
