<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARAUSTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C> <C>
NORTH CAROLINA 2631 58-1388387
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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3100 WASHINGTON STREET
AUSTELL, GEORGIA 30001
(770) 948-3101
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------
H. LEE THRASH, III
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CARAUSTAR INDUSTRIES, INC.
3100 WASHINGTON STREET
AUSTELL, GEORGIA 30001
(770) 948-3101
(Address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
WITH COPIES TO:
PATRICK S. BRYANT, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28211
(704) 377-2536
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment, please check the following box. [X]
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED(1) SHARE(1) PRICE(1) FEE(1)
REGISTERED
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Common Shares, par value
$.10 per share 800,000 $31.125 $24,900,000 $7,546
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices
of the Common Stock, as reported on the Nasdaq National Market System on
June 17, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
CARAUSTAR INDUSTRIES, INC.
Cross Reference Sheet
Pursuant to Rule 501(b) Of Regulation S-K
Showing locations in Prospectus of
Information Required by the Items of Form S-4
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ITEM
NUMBER FORM S-4 CAPTION LOCATION IN PROSPECTUS
------ ---------------- ----------------------
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A. - Information about the Transaction
1. Forepart of Registration Statement and Outside Facing Page; Outside Front Cover Page of Prospectus;
Front Cover Page of Prospectus..................... Available Information
2. Inside Front and Outside Back Cover Pages of Inside Front of Prospectus; Outside Back Cover
Prospectus......................................... Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Outside Front Cover Page of Prospectus; The Company;
Earnings Company; Risk Factors to Fixed Charges.... Risk Factors
4. Terms of the Transaction........................... *
5. Pro Forma Financial Information.................... *
6. Material Contracts with the Company Being Acquired. *
7. Additional Information Required for Reoffering by
Persons and Parties deemed to be Underwriters...... *
8. Interests of Named Experts and Counsel............. *
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..... *
B - Information about the Registrant
10. Information with Respect to the Registrant......... Outside Front Cover of Prospectus; The Company; Risk Factors;
Incorporation of Certain Documents by Reference
11. Incorporation of Certain Information by Reference.. Incorporation of Certain Documents by Reference
C - Information about the Company being acquired ............... *
D - Voting and Management Information........................... *
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* Not Applicable
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
SUBJECT TO COMPLETION DATED JUNE 24, 1997
800,000 SHARES
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
This Prospectus covers the offer and sale of up to 800,000 shares of
Common Stock, par value $.10 per share (the "Common Stock"), of Caraustar
Industries, Inc. (together with its wholly owned subsidiaries, the "Company" or
"Caraustar"), which the Company may issue from time to time in connection with
the future direct and indirect acquisitions of other businesses, properties or
securities in business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended
(the "Securities Act") or as otherwise permitted under the Securities Act.
The Company expects that the terms upon which it may issue the shares in
business combination transactions will be determined through negotiations with
the securityholders or principal owners of the businesses whose securities or
assets are to be acquired. It is expected that the shares that are issued
will be valued at prices reasonably related to market prices for the Common
Stock prevailing either at the time an acquisition agreement is executed or at
the time an acquisition is consummated.
This Prospectus will only be used in connection with the acquisition of
businesses, properties or securities in business combination transactions that
would be exempt from registration but for the issuance of Common Stock and the
possibility of integration with other transactions. This Prospectus will be
furnished to security holders of the business, properties or securities to be
acquired.
Persons receiving Common Stock in connection with the acquisition may be
required to agree to hold all or some portion of the Common Stock for a period
of up to two years after the date of such acquisition. See "Plan of
Distribution."
If an acquisition has a material financial effect upon the Company, a
current report on Form 8-K will be filed subsequent to the acquisition
containing financial and other information about the acquisition that would be
material to subsequent acquirors of Common Stock offered hereby, including pro
forma information for Caraustar and historical financial information about the
company being acquired. A current report on Form 8-K will also be filed when
an acquisition does not per se have a material effect upon the Company, but if
aggregated with other acquisitions since the date of the Company's most recent
audited financial statements, would have such a material effect.
If an acquisition of a business, properties or securities in a business
combination transaction is not exempt from registration even if integration is
not taken into account, then the offerees of Common Stock in such acquisition
will be furnished with copies of this Prospectus as amended by a post-effective
amendment to the Registration Statement on Form S-4 of which this Prospectus is
a part.
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "CSAR." On June 23, 1997, the closing price per share of the Common
Stock, as reported by NASDAQ, was 32 3/8.
All expenses of this offering (this "Offering") will be paid by the
Company. No underwriting discounts or commissions will be paid in connection
with the issuance of shares by the Company in business combination
transactions, although finder's fees may be paid with respect to specific
acquisitions. Any person receiving a finder's fee may be deemed to be an
Underwriter within the meaning of the Securities Act.
---------------
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES RISKS.
SEE "RISK FACTORS" COMMENCING ON PAGE 3.
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 THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is _______________, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational and reporting 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 SEC. The Registration Statement and exhibits and schedules thereto, as
well as such reports, proxy statements and other information, may be inspected
and copied at the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located
at 7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any
part of such materials may be obtained from any such office upon payment of the
fees prescribed by the SEC. The SEC maintains a World Wide Web site
(http://www.sec.gov), which contains reports, proxy and information statements
and other information filed electronically through the SEC's Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR"). The Common Stock is
currently quoted on the NASDAQ National Market System; such reports, statements
and other information also can be inspected at the offices of NASDAQ
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the SEC a Registration Statement on Form S-4
under the Securities Act with respect to the Shares offered hereby (the
"Registration Statement"). As permitted by the rules of the SEC, this
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares, reference is made to
the Registration Statement, including the exhibits and schedules filed as part
thereof. Statements contained in this Prospectus, and in any document
incorporated herein by reference, as to the contents of any contract or any
other document are not necessarily complete, and, in each instance, reference
is hereby made to the copy of the contract or document filed as an exhibit to
the Registration Statement or such document, each such statement being
qualified in all respects by this reference thereto. The Registration
Statement has been filed through EDGAR and is also publicly available through
the SEC's Web site (http://www.sec.gov).
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<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the Exchange Act are incorporated herein by reference: (i) Annual Report on
Form 10-K for the year ended December 31, 1996; (ii) Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997; (iii) Current Report on
Form 8-K filed July 29, 1996, as amended by Form 8-K/A filed September 25,
1996; (iv) Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995; (v) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the SEC pursuant to Section 12 of the Exchange Act and any amendment or report
filed by the Company for the purpose of updating such description and (vi) all
documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering of the Common Stock
offered hereby.
Any statement contained herein or 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 subsequently filed document that 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.
All information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon written
or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to Caraustar
Industries, Inc., 3100 Washington Street, Austell, Georgia 30001, Attention:
Corporate Secretary, telephone (770) 948-3101.
THE COMPANY
The Company is a major manufacturer of recycled paperboard and converted
paperboard products. The Company operates 70 facilities in the United States
and Mexico, and manufactures its products primarily from recovered fiber, which
is derived from recycled paperstock. At its 14 paperboard mills, the Company
produces various grades of uncoated and clay-coated recycled paperboard both
for internal consumption and for sale to customers in four principal markets:
(1) tubes, cores and composite containers; (2) folding cartons; (3) gypsum
wallboard facing paper; and (4) miscellaneous other specialty and converted
products. The Company produces converted paperboard products at 39 converting
plants. These plants include 26 tube and core converting plants, two composite
container plants, six folding carton plants and five specialty converting
plants. The Company also operates two plastics manufacturing plants, a
composite extrusion manufacturing plant, eight paperstock recycling and
processing facilities, and three contract manufacturing and contract packaging
plants. In addition, the Company operates special services and other
facilities, which include a transportation facility, a packaging, engineering
and procurement facility and an industrial adhesives manufacturing plant. The
Company has an equity interest as the non-operating partner in a gypsum
wallboard manufacturing plant, which has a related gypsum quarry, and a
specialty paperboard converting plant. The operations of these facilities are
managed by the respective operating partners. The Company's executive offices
are located at 3100 Washington Street, Austell, Georgia 30001, and its
telephone number is (770) 948-3101.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the Company
and its business before purchasing the Common Stock offered hereby. This
Prospectus, including information incorporated by reference herein, may contain
certain "forward-looking statements" within the meaning of the Securities Act
and the Exchange Act, which are based on the Company's expectations or beliefs,
as well as information currently available to management. When used in this
document, the words "anticipate," "estimate," "expect," and similar expressions
may identify such forward-looking statements. Although the Company believes
that the expectations reflected in any such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Any such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results, performance or
financial condition may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the
Company's operating results, performance or financial condition are
fluctuations in raw material prices and the economy in general, the degree and
nature of competition, demand for the Company's products, changes in government
regulations, the Company's ability to complete
-3-
<PAGE> 6
acquisitions and integrate the operations of acquired businesses and other
matters described in this "Risk Factors" section and elsewhere in this
Prospectus.
POSSIBLE FUTURE INCREASES IN RECOVERED FIBER COSTS
Historically, the cost of recovered fiber, which is derived from recycled
paperstock and is the Company's only significant raw material, has fluctuated
significantly due to market and industry conditions. For example, the
Company's average recovered fiber cost per ton of paperboard produced increased
from $43 per ton in 1993 to $144 per ton in 1995, an increase of 235%, before
dropping to $66 in 1996. Although the Company raised its selling prices in
response to the increase in raw material costs, it was not able to maintain its
operating margins during the entire period. There can be no assurance that the
Company will be able to recoup any future increases in the cost of recovered
fiber by raising the prices of its products.
ABILITY TO CONTROL GROWTH; EXPANSION AND ACQUISITION RISKS
The Company intends to continue increasing its production capacity in the
next several years. Such expansion entails operating, marketing and financial
risks, and its success is largely dependent upon the availability of working
capital to permit the Company to complete its capital expenditures program and
identify and consummate selected acquisitions. The Company has consummated
numerous acquisitions in recent years and actively seeks acquisition
opportunities. Once integrated, acquisitions may not achieve levels of
revenue, profitability or productivity comparable to those of the Company's
existing locations or may not otherwise perform as expected. The consummation
of acquisitions could result in the incurrence of additional indebtedness, the
issuance of additional capital stock having a dilutive effect on the Company's
shareholders, or both. Acquisitions also involve special risks, including
risks associated with unanticipated liabilities and contingencies, diversion of
management attention and possible adverse effects on earnings resulting from
increased goodwill amortization, increased interest costs, the issuance of
additional securities and difficulties related to the integration of the
acquired business. There can be no assurance that the Company will be able to
utilize increased production capacity at its existing facilities, to
successfully identify additional suitable acquisition candidates, complete
additional acquisitions or integrate acquired businesses into its operations.
UNFORESEEN ENVIRONMENTAL LIABILITIES OR COSTS
Compliance with federal, state and local governmental requirements,
particularly relating to wastewater discharge and air quality, is a significant
factor in the Company's business. Among other things, these laws and
regulations regulate the discharge of materials into the water, air and land
and govern the use and disposal of hazardous substances. The most significant
federal laws are the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), the Clean Air Act, the Clean Water Act, the Toxic
Substances Control Act and the Resource Conservation and Recovery Act ("RCRA").
These laws are administered by the United States Environmental Protection
Agency, and in some cases by state and local agencies. In addition, states in
which the Company operates have adopted supplemental environmental laws and
regulations, or have enacted their own parallel environmental programs, which
are enforced through various state and local administrative agencies. Under
CERCLA and other laws and regulations, the Company can be held strictly liable
if hazardous substances are found on real property owned or operated by the
Company or used by the Company as a disposal site. In recent years, the
Company has adopted a policy of assessing real property for environmental risks
prior to purchase. The Company is aware of issues regarding hazardous
substances at some of its facilities and one of its disposal sites, but in each
case a remedial plan is in place where necessary in the Company's opinion, and
the Company has reason to believe that any possible liabilities will not be
material, although there can be no assurance that such liabilities will not be
material. The Company regularly makes capital and operating expenditures to
stay in compliance with applicable environmental laws. Despite these compliance
efforts, risk of environmental liability is inherent in the operation of the
Company's businesses, as it is with other companies engaged in similar
businesses, and there can be no assurance that environmental liabilities,
including compliance and remediation costs, will not have a material adverse
effect on the Company in the future. In addition, future events, such as
changes in or modified interpretations of existing laws or regulations or
enforcement policies, or further investigation or evaluation of the potential
health hazards of certain products or business activities, may give rise to
additional compliance and other costs that could have a material adverse effect
on the Company.
HIGHLY COMPETITIVE MARKETS
The manufacture and sale of recycled paperboard and converted paperboard
products are highly competitive. The Company competes with a variety of
companies, some of which are larger and have greater resources than the
Company. In most of its markets the Company's competitors are capable of
supplying products that would meet customer needs. There can be no assurance
that the Company will be able to continue competing successfully.
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<PAGE> 7
POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN ARTICLES OF INCORPORATION AND BYLAW
PROVISIONS; POSSIBLE ISSUANCES OF PREFERRED STOCK; SHAREHOLDER RIGHTS PLAN
Certain provisions of the Company's articles of incorporation and bylaws,
as well as a shareholder rights plan, could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
acquiring, a majority of the outstanding voting stock of the Company and, as a
result, have the effect of discouraging bids for the Company's Common Stock at
a premium and adversely affecting the market price of the Common Stock. The
Company's articles of incorporation authorize 5,000,000 shares of preferred
stock (the "Preferred Stock"), which may be issued in the future without
further shareholder approval upon such terms and conditions, and having such
rights, privileges and preferences, as the Board of Directors may determine.
The rights of the holders of Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. The Company's Board of Directors is divided into
three classes with staggered terms, and the Company's articles of incorporation
provide that directors may be removed only for cause. The shareholder rights
plan generally provides a mechanism by which the Board of Directors and
shareholders may act to substantially dilute the share position of any takeover
bidder who acquires 20% or more of the Common Stock.
DEPENDENCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of its
executive officers and senior management. In addition, the Company is
dependent on the performance and productivity of its local managers. The loss
of some of the Company's key managers could have an adverse effect on the
Company's operations, including the Company's ability to establish and maintain
customer relationships. The Company maintains no key person insurance policies
on any of its executive officers or other senior managers. If the Company is
unable to attract and retain key employees to perform these services, the
Company's business could be adversely affected.
STOCK PRICE VOLATILITY
From time to time, there may be significant volatility in the market
price of the Common Stock. Factors such as announcements of fluctuations in
the Company's or its competitors' operating results, recovered fiber costs,
market conditions for paper industry stocks or manufacturing stocks in general,
changes in general conditions in the economy or financial markets, natural
disasters or other developments could cause the market price of the Common
Stock to fluctuate substantially. In addition, the stock market in recent
years has experienced extreme price and volume fluctuations that often have
been unrelated or disproportionate to the operating performance of affected
companies. These broad fluctuations may adversely affect the market price of
the Common Stock.
PLAN OF DISTRIBUTION
This Prospectus covers the offer and sale of up to 800,000 shares which
the Company may issue from time to time in connection with the future direct
and indirect acquisitions of other businesses, properties or securities in
business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act.
The Company expects that the terms upon which it may issue the shares
will be determined through negotiations with the securityholders or principal
owners of the businesses whose securities or assets are acquired. It is
expected that the shares that are issued will be valued at prices reasonably
related to market prices for the Common Stock prevailing either at the time an
acquisition agreement is executed or at the time an acquisition is consummated.
All expenses of this Offering will be paid by the Company. No
underwriting discounts or commissions will be paid in connection with the
issuance of shares by the Company in business combination transactions,
although finder's fees may be paid with respect to specific acquisitions. Any
person receiving a finder's fee may be deemed to be an Underwriter within the
meaning of the Securities Act.
The Company's Common Stock will be quoted on the NASDAQ national market
system, but the shares offered hereunder may be subject to certain contractual
holding period requirements.
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<PAGE> 8
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is First Union
National Bank of North Carolina, Charlotte, North Carolina.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock
offered hereby will be passed on for the Company by Robinson, Bradshaw &
Hinson, P.A., Charlotte, North Carolina. Russell M. Robinson, II, a
shareholder in the firm of Robinson, Bradshaw & Hinson, P.A., is Chairman of
the Board of Directors of the Company. Robinson, Bradshaw & Hinson, P.A. is
the Company's principal outside legal counsel. Certain members of such firm
beneficially owned approximately 118,355 shares of the Company's Common Stock
as of the date of this Prospectus.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts.
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<PAGE> 9
__________________________
No dealer, salesperson or other 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 or any Selling
Shareholder. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, to any person in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.
TABLE OF CONTENTS
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
REGISTRAR AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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800,000 SHARES
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
============
PROSPECTUS
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, 1997
=========
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The registrant's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit
a corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under
the statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, agent or employee of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include the obligation
to pay any judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan) or reasonable expenses
incurred in connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, employee or agent
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interests of the corporation or (2) that in all other cases his conduct was not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of
directors, a committee of directors, special legal counsel or the shareholders
in accordance with Section 55-8-55 of the Business Corporation Act. A
corporation may not indemnify a director under the statutory scheme in
connection with a proceeding by or in the right of the corporation in which a
director was adjudged liable to the corporation or in connection with any other
proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on, the indemnification described above under the statutory scheme, Section
55-8-57 of the Business Corporation Act permits a corporation to indemnify, or
agree to
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<PAGE> 11
indemnify, any of its directors, officers, employees or agents against
liability and expenses (including counsel fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their
status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the
time taken, known or believed by the person to be clearly in conflict with the
best interests of the corporation.
Because the registrant's bylaws provide for indemnification to the
fullest extent permitted under the Business Corporation Act, the registrant may
indemnify its directors, officers, employees and agents in advance with either
the statutory or nonstatutory standard. Additionally, the registrant is
contractually obligated to indemnify, to the fullest extent permitted by law,
four individuals, three of whom are directors of the registrant, for
liabilities and expenses incurred through service as directors of Standard
Gypsum Corporation, a subsidiary of the registrant. These indemnification
agreements are dated July 1, 1987. Two of the four individuals are no longer
directors of Standard Gypsum Corporation.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful, on the merits
or otherwise, in the defense of any proceeding to which such director or
officer was, or was threatened to be, made a party because he is or was a
director or officer of the corporation. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification as provided
in Sections 55-8-54 and 55-8- 56 of the Business Corporation Act.
Additionally, Section 55-8-57 of the Business Corporation Act authorizes
a corporation to purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee or agent of the corporation against
certain liabilities incurred by such a person, whether or not the corporation
is otherwise authorized by the Business Corporation Act to indemnify that
person. The registrant has purchased and maintains such insurance.
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<PAGE> 12
ITEM 21. EXHIBITS.
The following is a list of all the exhibits filed as part of the
Registration Statement.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C> <C>
2.01 - Contribution Agreement between Tenneco Packaging Inc. and Caraustar Industries, Inc. regarding the
information of a Partnership, dated as of June 21, 1996 (including Annex A, Form of Partnership
Agreement), as amended by Amendment to Contribution Agreement dated July 15, 1996 (Incorporated by
reference - Exhibit 2 to Current Report on Form 8-K dated July 15, 1996 [SEC File No. 0-20646])
3.01 - Amended and Restated Articles of Incorporation of the Company (Incorporated by reference - Exhibit 3.01
to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646])
3.02 - Second Amended and Restated Bylaws of the Company (Incorporated by reference - Exhibit 3.02 to Annual
Report for 1992 on Form 10-K [SEC File No. 0-20646])
4.01 - Specimen Common Stock Certificate (Incorporated by reference - Exhibit 4.01 to Registration
Statement on Form S-1 [SEC File No. 33-50582])
4.02 - Articles 3 and 4 of the Company's Amended and Restated Articles of Incorporation
(Incorporated by reference - included in Exhibit 3.01 to Annual Report for 1992 on Form 10-K
[SEC File No. 0-20646])
4.03 - Article II of the Company's Second Amended and Restated Bylaws (Incorporated by reference -
included in Exhibit 3.02 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646])
4.04 - Rights Agreement, dated as of April 9, 1995, between Caraustar Industries, Inc. and First
Union National Bank of North Carolina, as Rights Agent (Incorporated by reference - Exhibit
1 to Current Report on Form 8-K dated April 19, 1995 [SEC File No. 0-20646])
5.1** - Opinion of Robinson, Bradshaw & Hinson, P.A.
10.01 - Credit Agreement dated as of June 2, 1995, by and among the Company, the Banks signatory thereto from
time to time, NationsBank, N.A. (Carolinas) as Administrative and Managing Agent, Bankers Trust Company,
as Managing Agent and CIBC, Inc., as Co-Agent, as amended by First Amendment to Credit Agreement,
dated as of July 31, 1995 (Incorporated by reference - Exhibit 10.01 to Report on Form 10-Q for the
quarter ended September 30, 1995 [SEC File No. 0-20646])
10.02 - Note Agreement, dated as of October 1, 1992, between the Company and the Prudential Insurance Company
of America, regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference - Exhibit
10.02 to Annual Report on for 1992 Form 10-K [SEC File No. 0-20646])
10.03 - Amendment Agreement, dated as of June 2, 1995, between the Company and the Prudential Insurance Company
of America regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference -
Exhibit 10.03 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File No. 0-20646])
10.4 - Employment Agreement, dated December 31, 1990, between the Company and Thomas V. Brown (Incorporated by
reference - Exhibit 10.06 to Registration Statement on Form S-1 [SEC File No. 33-50582])
10.5 - Asset Purchase Agreement, dated August 7, 1992, between the Company and Domtar Gypsum Inc. (Incorporated
by reference - Exhibit 10.07 to Registration Statement on Form S-1 [SEC File No. 33-50582])
10.6 - Deferred Compensation Plan, together with copies of existing individual deferred compensation agreements
(Incorporated by reference - Exhibit 10.08 to Registration Statement on Form S-1 [SEC File No.
33-50582])
10.7 - 1987 Executive Stock Option Plan (Incorporated by reference - Exhibit 10.09 to Registration Statement on
Form S-1 [SEC File No. 33-50582])
10.8 - 1993 Key Employees' Share Ownership Plan (Incorporated by reference - Exhibit 10.10 to Registration
Statement on Form S-1 [SEC File No. 33-50582])
10.9 - Energy Purchase Agreement, dated December 18, 1989, between Camden Paperboard Corporation and Camden
Cogen, L.P. (Incorporated by reference - Exhibit 10.11 to Registration Statement on Form S-1 [SEC File
No. 33-50582])
10.10 - Incentive Bonus Plan of the Company (Incorporated by reference - Exhibit 10.10 to Annual Report for 1993
on Form 10-K [SEC File No. 0-20646])
10.11 - Agreement and Plan of Merger, dated as of September 13, 1995, among the Company, CSAR Acquisition, Inc.,
GAR Holding Company and each of the stockholders, warrantholders and optionees of GAR Holding Company,
as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of October 31, 1995 (Incorporated
by reference - Exhibit 10.11 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File
No. 0-20646])
10.12 - 1996 Director Equity Plan of the Company (Incorporated by reference - Exhibit 10.12 to Report on Form
10-Q for the quarter ended March 31, 1996 [SEC File No. 0-20646])
11.01 - Computation of Earnings per share (Incorporated by reference - Exhibit 11.01 to Report on Form 10-Q for
the quarter ended March 31, 1997 [SEC File No. 0-20646])
23.1* - Consent of Arthur Andersen LLP
23.2* - Consent of Robinson, Bradshaw & Hinson, P.A.
24* - Power of Attorney (included on the signature pages to this Registration Statement).
</TABLE>
* Filed herewith.
** To Be filed By amendment.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(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;
(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, represents a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective 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 the
undertakings in subparts (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by such subparts is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference into this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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;
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<PAGE> 13
(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.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.
(6) That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the registrant undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reoffering by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(7) That every prospectus (i) that is filed pursuant to paragraph (6)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act,
each sub 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.
(8) To respect to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not
the subject of and included in the registration statement when it became
effective.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Austell,
State of Georgia on June 20, 1997.
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. Lee Thrash, III
------------------------------------------
H. Lee Thrash, III
Vice President and Chief Financial
Officer-Finance
Each of the undersigned hereby constitues and appoints H. Lee Thrash, III
and Thomas V. Brown, and each of them, with full power to act without the other
and with full power of substitution and resubstitution, his true and lawful
attorneys-in-fact and agents, for him and in his name, place, and stead, in any
and all capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
and any related registration statement (and any amendments thereto) filed
pursuant to Rule 462(b) under the Securities Act, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Commission, and grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully as to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on June 20, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C> <C>
/s/ Thomas V. Brown
-----------------------------------------
Thomas V. Brown Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ H. Lee Thrash, III
-----------------------------------------
H. Lee Thrash, III Vice President and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer
/s/ Russell M. Robinson, II
-----------------------------------------
Russell M. Robinson, II Chairman of the Board of Directors
/s/ Ralph M. Holt, Jr.
-----------------------------------------
Ralph M. Holt, Jr. Director
/s/ Maxine Francis Forrest
- ------------------------------------------
Maxine Francis Forrest Director
</TABLE>
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 4, 1997
included in Form 10-K of Caraustar Industries, Inc. for the year ended December
31, 1996, our report dated August 12, 1996 included in Form 8-K/A of Caraustar
Industries, Inc. filed September 25, 1996, our report dated February 6, 1995
included in Form 10-Q/A of Caraustar Industries, Inc. filed December 6, 1995
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 18, 1997
<PAGE> 1
EXHIBIT 23.2
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
ONE INDEPENDENCE CENTER SOUTH CAROLINA OFFICE
101 NORTH TRYON STREET, SUITE 1900 THE GUARDIAN BUILDING
PATRICK S. BRYANT CHARLOTTE,NORTH CAROLINA 28246-1900 ONE LAW PLACE -
(704) 377-8366 SUITE 600
P.O. DRAWER 12070
ROCK HILL, SC 29731
TELEPHONE (704) 377-2536
FAX (704) 378-4000
TELEPHONE (803) 325-2900
FAX (803) 325-2929
June 23, 1997
Caraustar Industries, Inc.
3100 Washington Street
Austell, Georgia 30001
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") of Caraustar Industries, Inc., a North Carolina corporation
(hereinafter referred to as the "Company"), to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), up to 800,000 shares of the Company's Common
Stock, par value $.10 per share (the "Shares"), for issuance from time to time
in connection with business acquisitions.
We hereby consent to being named therein and in the prospectus that
constitutes a part thereof as attorneys who will pass upon certain legal
matters in connection with the validity of the Shares.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
---------------------------------
Patrick S. Bryant
