<PAGE> 1
Filed under Rule 424(b)(2)
in connection with
Registration No. 333-24431
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up to
500,000 shares (the "Shares") of common stock, par value $.10 per share (the
"Common Stock"), of Caraustar Industries, Inc. (the "Company") by certain
shareholders of the Company named herein (the "Selling Shareholders"). See
"Selling Shareholders" and "Plan of Distribution."
The Shares may be sold from time to time by the Selling Shareholders on
the NASDAQ National Market System ("NASDAQ") on terms to be determined at the
time of each sale. The Selling Shareholders also may make private sales from
time to time directly or through a broker or brokers. Alternatively, the
Selling Shareholders may offer Shares from time to time to or through
underwriters, dealers or agents, who may receive consideration in the form of
discounts and commissions. Such compensation, which may exceed ordinary
brokerage commissions, may be paid by the Selling Shareholders and/or the
purchasers of the Shares for whom such underwriters, dealers and agents may
act. See "Selling Shareholders" and "Plan of Distribution."
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the sale of Shares offered by them and any discounts, commission
or concessions received by any such dealers or agents may be considered
underwriting discounts and commissions under the Securities Act.
The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders hereunder, but the Company will pay the expenses that it
incurs in connection with the registration of the Shares with the Securities
and Exchange Commission (the "SEC"). See "Plan of Distribution" for
indemnification arrangements between the Company and the Selling Shareholders.
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.
---------------
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 June 23, 1997.
<PAGE> 2
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-3
under the Securities Act with respect to the Shares (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> 3
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
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<PAGE> 4
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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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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
DETERMINATION OF OFFERING PRICE
This Prospectus may be used from time to time by the Selling Shareholders
who offer the Shares for sale. The offering price of the Shares will be
determined by the Selling Shareholders and may be based on market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices.
SELLING SHAREHOLDERS
The following table provides certain information with respect to Common
Stock beneficially owned by each Selling Shareholder as of the dates indicated.
The securities offered in this Prospectus by the Selling Shareholders are the
Shares. Each Selling Shareholder possesses sole voting and investment power
with respect to the shares listed opposite his name, unless noted otherwise.
Except as set forth elsewhere in this Prospectus (including in the documents
incorporated herein by reference), within the past three years none of the
Selling Shareholders has had a material relationship with the Company or with
any of the Company's predecessors or affiliates other than as a result of
issuance of the Shares (subject to adjustment) to the Selling Shareholders as
the sole consideration for the Company's acquisition on March 31, 1997 (the
"Acquisition") of The New General Packaging Service, Inc., a New Jersey
Corporation
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<PAGE> 6
("NGP"). Messrs. Sidney Hofing and Peter Neusch entered into employment and
noncompetition agreements with the Company upon consummation of the
Acquisition and became officers of a wholly owned subsidiary of the Company.
<TABLE>
<CAPTION>
Common Stock Beneficially Number of Common Stock
Name Owned Prior to the Offering(1) Shares Offered Beneficially Owned
After the Offering(2)
Number Percentage Number Percentage
------ ---------- ------ ---------
<S> <C> <C> <C> <C> <C>
Sidney Hofing 399,498 1.6% 399,498 - 0 - - 0 -
Peter Neusch 73,676 * 73,676 - 0 - - 0 -
Sidney Shaw 5,723 * 5,723 - 0 - - 0 -
Raymond Fortier 5,723 * 5,723 - 0 - - 0 -
Martin and Mary Bratman(3) 5,723 * 5,723 - 0 - - 0 -
Thomas Orban 5,723 * 5,723 - 0 - - 0 -
William Gorgone 3,934 * 3,934 - 0 - - 0 -
- -------------------------
</TABLE>
* Less than 1% of the outstanding shares of Common Stock.
(1) Represents all shares of Common Stock beneficially owned prior to the
offering made hereby, and all such shares, as a percentage of the Common Stock
outstanding, as of June 23, 1997.
(2) Represents all shares of Common Stock shown as beneficially owned after
the offering made hereby (assuming the sale of all of the Shares), and all such
shares, as a percentage of the Common Stock outstanding, as of June 23, 1997.
(3) The Bratmans hold these shares as tenants-in-common and share voting and
investment power with respect to these shares.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders on
NASDAQ on terms to be determined at the time of each sale. The Selling
Shareholders also may make private sales directly or through a broker or
brokers. Alternatively, the Selling Shareholders may offer Shares from time to
time to or through underwriters, dealers or agents, who may receive
consideration in the form of discounts and commissions. Such compensation,
which may exceed ordinary brokerage commissions, may be paid by the Selling
Shareholders and/or the purchasers of the Shares offered hereby for whom such
underwriters, dealers and agents may act.
The Selling Shareholders and any dealers or agents that participate in
the distribution of the Shares may be considered "underwriters" within the
meaning of the Securities Act, and any profit on the sale of such Shares
offered by them and any discounts, commissions or concessions received by any
such dealer or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. The aggregate proceeds to the Selling
Shareholders from sales of the Shares offered hereby will be the purchase price
of such Shares less any brokers' commissions required to be paid by the Selling
Shareholders.
To the extent required, the specific Shares to be sold, the names of the
Selling Shareholders, the respective purchase prices and public offering
prices, the names of any such agents, dealers and underwriters and any
applicable commissions or discounts with respect to a particular offer will be
set forth in a supplement to this Prospectus.
The Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, at varying prices determined at the
time of sale or at negotiated prices.
Under applicable Exchange Act rules and regulations, any person engaged
in the distribution of the Shares may not simultaneously engage in market
making activities with respect to the Common Stock for a period of one business
day prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of Common Stock by them.
The Company will pay the expenses that it incurs in connection with the
registration of the Shares with the SEC.
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<PAGE> 7
The Company and each Selling Shareholder have agreed to indemnify each
other against certain liabilities, including liabilities under the Securities
Act.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for the Common Stock is First Union
National Bank of North Carolina, Charlotte, North Carolina.
INDEMNIFICATION OF DIRECTORS
The Company's articles of incorporation eliminate, to the fullest extent
permitted by the North Carolina Business Corporation Act (the "Business
Corporation Act"), the personal liability of each director to the Company or
its shareholders for monetary damages for breach of duty as a director. This
provision in the articles of incorporation does not change a director's duty of
care, but it eliminates monetary liability for certain violations of that duty,
including violations based on grossly negligent business decisions that may
include decisions relating to attempts to change control of the Company. The
provision does not affect the availability of equitable remedies for a breach
of the duty of care, such as an action to enjoin or rescind a transaction
involving a breach of duty; in certain circumstances, however, equitable
remedies may not be available as a practical matter. Under the Business
Corporation Act, the limitation of liability provision is ineffective against
liabilities for (i) acts or omissions that the director knew or believed at the
time of the breach to be clearly in conflict with the best interests of the
Company, (ii) unlawful distributions described in the Business Corporation Act
Section 55-8-33, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the
date the provision became effective. The provision in no way affects a
director's liability under the federal securities laws. Also, in accordance
with the Business Corporation Act, the Company's bylaws provide, in addition to
the indemnification of directors otherwise provided by the Business Corporation
Act, indemnification of the Company's current or former directors against any
and all liability and litigation expense, including reasonable attorneys' fees,
arising out of their status or activities as directors, except for liability or
litigation expense incurred on account of activities that were at the time
known or believed by such director to be clearly in conflict with the best
interests of the Company. Additionally, 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 Company has purchased and maintains such insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed 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.
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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__________________________
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
<TABLE>
<CAPTION>
Page
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<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DETERMINATION OF OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
REGISTRAR AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INDEMNIFICATION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
CARAUSTAR INDUSTRIES, INC.
COMMON STOCK
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PROSPECTUS
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JUNE 23, 1997
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