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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARAUSTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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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)
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H. LEE THRASH, III
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CARAUSTAR INDUSTRIES, INC.
3100 WASHINGTON STREET
AUSTELL, GEORGIA 30106
(770) 948-3101
(Address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
PATRICK S. BRYANT
ROBINSON, BRADSHAW & HINSON, P.A.
101 NORTH TRYON STREET, SUITE 1900
CHARLOTTE, NORTH CAROLINA 28246
(704) 377-2536
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please 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 AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, par value $.10 per share,
including preferred stock purchase
rights(2) 3,000,000 $24.4375 $73,312,500 $20,380.88
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(1) Estimated for the sole purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, based on the average of the
high and low price of the Common Stock, as reported on the NASDAQ stock
market on October 30, 1998.
(2) Each share of Common Stock issued by the Company has one attached preferred
stock purchase right under the Rights Agreement dated as of April 9, 1995
between the Company and its Rights Agent.
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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PROSPECTUS
(Caraustar Logo)
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
As a service to registered shareholders of our common stock, our customers
and other investors, we are pleased to offer the Caraustar Industries, Inc.
Dividend Reinvestment and Share Purchase Plan. The Plan is designed to promote
long-term ownership in Caraustar by providing a convenient and inexpensive way:
- - to purchase Caraustar common stock
- - to reinvest all or a portion of your cash dividends in additional shares of
common stock
- - to increase your investment through optional cash payments.
This prospectus covers 3,000,000 shares of Caraustar common stock
available for purchase under the Plan.
Neither the Securities and Exchange Commission nor any state securities
commission has approved any of these securities or determined that this
prospectus or any supplement to it is accurate or complete. Any representation
to the contrary is a criminal offense.
, 1998
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TABLE OF CONTENTS
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PAGE
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Caraustar Industries, Inc........... 1
Where You Can Find More Information;
Incorporation by Reference........ 1
Use of Proceeds..................... 2
Description of the Plan............. 3
Description of Caraustar Common
Stock............................. 13
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PAGE
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Summary of Program Services and Fees
to Participants................... 14
Legal Matters....................... 15
Experts............................. 15
Plan of Distribution................ 15
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CARAUSTAR INDUSTRIES, INC.
Caraustar Industries, Inc.:
- Is a major manufacturer of recycled paperboard and converted paperboard
products
- Manufactures products primarily from recovered fiber, which is derived
from recycled paper
- Produces recycled paperboard for internal use and sale to customers in
four principal markets:
- Tubes, cores and composite containers
- Folding cartons
- Gypsum wallboard facing paper
- Miscellaneous other specialty and converted products
- Operates facilities in the U.S., Mexico and the United Kingdom
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy (upon the payment of fees prescribed by the SEC) any document that
we file with the SEC at its public reference rooms in Washington, D.C. (450
Fifth Street, N.W. 20549), New York, New York (7 World Trade Center, Suite 1300
10048) and Chicago, Illinois (500 West Madison Street, Suite 1400 60661). You
may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our filings are also available to the public on the internet,
through the SEC's EDGAR database. You may access the EDGAR database at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with them. This means that we can disclose important
business and financial information in our SEC filings by referring you to the
documents containing this information. All information incorporated by reference
is part of this prospectus, unless and until that information is updated and
superseded by the information contained in this prospectus or any later
incorporated information. Any information that we subsequently file with the SEC
that is incorporated by reference will automatically update and supersede any
previous information that is part of this prospectus. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities we offer with this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and
June 30, 1998; and
- The description of our common stock contained in our registration
statement on Form 8-A that we filed with the SEC on September 17, 1992 to
register our common stock under the Securities Exchange Act of 1934,
along with any future update of this description that we file.
This prospectus is part of a registration statement (on Form S-3) we have
filed with the SEC relating to the shares offered by this prospectus. As
permitted by SEC rules, this prospectus does not contain all the information
contained in the registration statement and accompanying exhibits and schedules
we file with the SEC. You may refer to the registration statement, the exhibits
and schedules for more information about us and our common stock.
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The registration statement, exhibits and schedules also are available at the
SEC's public reference rooms or through its EDGAR database on the internet.
You may obtain, at no cost, a copy of the documents incorporated by
reference into this prospectus by writing or telephoning us at the following
address:
Caraustar Industries, Inc.
3100 Washington Street
Austell, Georgia 30106
Attn: Corporate Secretary
Telephone: (770) 948-3101
You should rely only on the information provided in this prospectus or
incorporated by reference. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. Information is accurate only as of
the date of the documents containing the information, unless the information
specifically indicates that another date applies.
USE OF PROCEEDS
Caraustar shares needed to meet the requirements of the Plan will, at
Caraustar's discretion, either be purchased in the open market by the Plan
Administrator or issued directly by Caraustar from our authorized but unissued
shares. If Caraustar directly issues shares to fulfill the Plan requirements, we
expect to use the net proceeds for general corporate purposes. Caraustar will
not receive any proceeds from shares purchased on the open market.
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DESCRIPTION OF THE PLAN
The following is a question and answer explanation of the Plan and of the
terms and conditions under which participants may purchase and sell Caraustar
common stock.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide registered shareholders of Caraustar
common stock, customers and other investors a simple, convenient and economical
way to accumulate and increase their investment in Caraustar common stock and to
reinvest all or a portion of their cash dividends in additional shares of common
stock. The Plan also provides participants with an economical method to sell
shares of common stock.
ADVANTAGES AND DISADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
The advantages of the Plan are as follows:
- DIRECT PURCHASE OF INITIAL SHARES: Persons not presently owning shares
of Caraustar common stock may enroll in the Plan by making an initial
investment of at least $250 but not more than $300,000 annually.
- REINVESTMENT OF DIVIDENDS: Participants may purchase additional shares
of common stock automatically by reinvesting all or a portion of their
cash dividends on or after the applicable dividend payment date. Dividend
payments not reinvested will be paid to participants by check or will be
deposited electronically upon written request.
- DIRECT PURCHASE OF COMMON STOCK THROUGH OPTIONAL CASH
INVESTMENTS: Participants may purchase additional shares of common stock
on a monthly basis by making optional cash investments by check or
electronic transfer in amounts of at least $50 per investment. The
maximum allowable investment through optional cash payments is $300,000
per year. Participants may elect not to reinvest their cash dividends and
purchase additional shares of common stock through optional cash
investments only.
- CERTIFICATE SAFEKEEPING: The Plan offers a "safekeeping" service free of
charge, which permits shareholders of record to deposit their common
stock certificates with the Plan Administrator and have these shares
credited to their Plan account (see Question 20). This feature prevents
stock certificate loss, theft or destruction. Since deposited shares
become Plan shares, they may be transferred or sold through the Plan in a
convenient and economical manner.
- REDUCED FEES: Fees charged to the participant are usually less than if
the individual investor purchased or sold shares outside of the Plan
through a broker. Participants pay no investment fees to purchase shares
through the Plan and are charged only brokerage commissions of $0.10 per
share purchased. (See "Summary of Plan Services and Fees to
Participants").
- TRANSFER OF SHARES: Participants may request the transfer to another
participant of all or a portion of their Plan shares free of charge. In
the absence of any instructions, the transferee account will be set up
for full dividend reinvestment.
- CONVENIENT, INEXPENSIVE SALE OF SHARES: Participants may sell Plan
shares by providing written instructions to the Plan Administrator or by
using the automated
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telephone sales feature (see Question 21). Participants will be charged a sales
fee of $5.00 for each transaction and a brokerage commission of $0.10 per share
sold.
- SIMPLIFIED RECORDKEEPING: Participants are furnished an acknowledgment
after each purchase and cumulative year-to-date statements of their Plan
accounts on a quarterly basis following the reinvestment of dividends,
providing a simplified method of recordkeeping.
3. WHAT ARE THE DISADVANTAGES OF THE PLAN?
The disadvantages of the Plan are as follows:
- NO INTEREST PAID ON FUNDS PENDING INVESTMENT: No interest is paid on
dividends or optional cash investments held by the Plan Administrator
pending investment or reinvestment.
- PURCHASE/SALE PRICE DETERMINATION: Participants have no control over the
share price or the timing of the sale or purchase of Plan shares.
Participants cannot designate a specific price or a specific date at
which to sell or purchase common stock. In addition, participants will
not know the exact number of shares purchased until after the applicable
investment date (see Question 15).
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
The Bank of New York, Caraustar's Transfer Agent, or any successor
administrator that Caraustar may designate, is the Plan Administrator. The Plan
Administrator administers the Plan, determines the timing of purchases on the
open market, holds shares of common stock acquired under the Plan, maintains
records and sends statements of account activity to participants. Any open
market purchases and sales on behalf of the participants will be made by the
Plan Administrator through BNY ESI & Co., a full-service brokerage firm and
wholly owned subsidiary of The Bank of New York Company, Inc. BNY ESI & Co.
receives brokerage commissions for related open market transactions, paid by the
participant. (See "Summary of Plan Services and Fees to Participants").
5. WHO SHOULD I CONTACT WITH QUESTIONS REGARDING THE PLAN AND ITS
ADMINISTRATION?
You may contact the Plan Administrator with questions concerning the Plan
by calling its toll free number, 1-800-524-4458 or by writing to:
The Bank of New York
Shareholder Services Department
Church Street Station
P. O. Box 11258
New York, New York 10286-1258
The Plan Administrator's Internet address is:
"HTTP://STKXFER.BANKOFNY.COM". The Plan Administrator's e-mail address is:
"[email protected]".
Please include Caraustar Industries, Inc. on all inquiries/correspondence
and provide your Plan account number and/or social security number.
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6. WHERE DO I SEND MY INSTRUCTIONS FOR TRANSACTIONS SUCH AS OPTIONAL CASH
INVESTMENTS, SALES, ACCOUNT TERMINATION, TRANSFERS AND CERTIFICATE
ISSUANCES (WITHDRAWALS)?
Participants are encouraged to use the bottom tear-off portion of their
statements to provide the Plan Administrator with their instructions. You may
send your instructions to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, New Jersey 07101-9774
ELIGIBILITY
7. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity is eligible to join the Plan, provided that (a) such
person or entity fulfills the requirements for participation described under
"Enrollment Procedures," and (b) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws applicable to Caraustar, the Plan or
the participant.
The Plan Administrator will furnish a Plan prospectus, the appropriate Plan
Authorization Form and enrollment information at any time upon request.
ENROLLMENT PROCEDURES
8. HOW DOES AN INDIVIDUAL BECOME A PARTICIPANT?
- CARAUSTAR'S COMMON SHAREHOLDERS OF RECORD need only complete a Plan
Authorization Form to enroll in the Plan to become a participant.
Shareholders of record are not required to submit a minimum initial
investment to enroll in the Plan.
- PERSONS NOT CURRENTLY OWNING CARAUSTAR COMMON STOCK may enroll in the
Plan by completing a Plan Authorization Form and returning the completed
Form to the Plan Administrator, along with payment of an initial
investment of at least $250 but not more than $300,000 annually. The
payment must be in the form of a check or money order, made payable to
"The Bank of New York." PLEASE DO NOT SEND CASH. Third party checks and
foreign checks will not be accepted and will be returned to the sender.
- BENEFICIAL OWNERS of Caraustar common stock, whose shares are registered
in the names of brokers or bank nominees (i.e., held in "street name"),
may participate only in the dividend reinvestment feature of the Plan by
making arrangements with their brokers/banks to participate on their
behalf. Please note that such participation is outside the terms and
conditions of the Plan, including any fees the broker/bank nominee may
charge the beneficial owner for executing reinvestment transactions. The
investor remains a beneficial owner and must rely on the brokers/bank
nominees for all recordkeeping services. A beneficial owner may become a
direct Plan participant by having shares transferred into his or her own
name, becoming a shareholder of record and completing a Plan
Authorization Form, or by following the same enrollment procedure for
"Persons Not Currently Owning Caraustar Common Stock."
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9. WHAT INVESTMENT OPTIONS ARE AVAILABLE TO PARTICIPANTS?
Each participant must elect one of the following investment options on the
Plan Authorization Form:
- FULL DIVIDEND REINVESTMENT -- All cash dividends on all certificated and
Plan shares of Caraustar common stock will be automatically reinvested to
purchase additional shares of common stock. In the absence of any
election on the Plan Authorization Form, a participant will be deemed to
have elected full dividend reinvestment.
- PARTIAL DIVIDEND REINVESTMENT -- Participants will receive cash dividends
on a specified number of shares of Caraustar common stock and
automatically have the cash dividends on the remainder of their shares
reinvested to purchase additional shares of common stock. Participants
electing partial reinvestment of cash dividends must designate the number
of whole Plan shares and/or certificated shares for which they choose to
receive cash dividends. Cash dividends are sent to participants by check
or, upon request, are deposited electronically into the participant's
bank account.
- OPTIONAL CASH INVESTMENTS ONLY -- Participants will receive cash
dividends on all their certificated and Plan shares of Caraustar common
stock, and only optional cash investments are applied toward the purchase
of additional shares of common stock. Shares purchased with optional cash
investments are held in the participant's Plan account unless otherwise
directed, and dividends paid on such shares are paid by check or, upon
written request, are deposited electronically into the participant's bank
account.
The investment option elected by the Plan participant remains in effect
until the participant changes his or her investment option by completing a new
Plan Authorization Form. (See the answer to Question 10 below)
For more information on the electronic deposit of dividends, please contact
the Plan Administrator.
10. MAY PARTICIPANTS CHANGE THEIR INVESTMENT OPTION?
Yes. You may change the investment option by completing a new Plan
Authorization Form and returning it to the Plan Administrator. For the change to
be effective with respect to a particular dividend payment, the Plan
Administrator must receive the new Plan Authorization Form on or before the
applicable record date for the dividend payment.
11. WHEN ARE DIVIDENDS REINVESTED?
Cash dividends will be reinvested on or as soon as practicable after the
applicable dividend payment date. If the Plan Administrator receives the
completed Plan Authorization Form prior to the fifth business day prior to the
dividend distribution date, dividends will be reinvested according to the
participant's instructions on that dividend payment date. If the Plan
Administrator receives the completed Plan Authorization Form after the fifth
business day prior to the dividend distribution date, the elected investment
option will not be effective until the next dividend record and payment dates.
No interest will be paid on any funds held by the Plan Administrator pending
investment.
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12. WHEN WILL SHARES PURCHASED WITH REINVESTED DIVIDENDS BE ENTITLED TO
RECEIVE DIVIDENDS?
Shares purchased with reinvested dividends will be entitled to dividends on
the dividend payment date following the purchase of such shares.
INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS
13. HOW ARE INITIAL INVESTMENTS MADE?
To enroll in the Plan and become a participant, persons who do not
currently own Caraustar common stock are required to make an Initial Investment
of at least $250 but not more than $300,000 annually. Payment must be in the
form of a check or money order made payable to, "The Bank of New
York -- Caraustar Industries, Inc.", and must be accompanied by a completed Plan
Authorization Form. No interest will be paid on any funds held by the Plan
Administrator pending investment. Third party checks and foreign checks will not
be accepted and will be returned to the sender.
14. HOW DOES THE OPTIONAL CASH INVESTMENT FEATURE WORK?
All Plan participants may purchase additional shares of Common Stock by
making optional cash investments. The minimum optional cash investment amount is
$50 per investment, with a maximum amount of $300,000 per year. Optional cash
investments must be in the form of a check or money order made payable to, "The
Bank of New York -- Caraustar Industries, Inc.," or participants may elect to
authorize automatic monthly electronic fund transfers from their bank accounts.
To obtain the proper Electronic Fund Transfers Authorization Form, please
contact the Plan Administrator. Checks for optional cash investments should be
accompanied by the tear-off stub that is attached to a participant's statement.
Third party checks and foreign checks will not be accepted and will be returned
to the sender. No interest will be paid on any cash balances pending investment
by the Plan Administrator.
Optional cash investments through Electronic Fund Transfers are deducted
monthly from the participant's designated bank account on the 25th day of each
month, or if such date is not a business day, the deduction will be made on the
preceding business day. The Plan Administrator will make the authorized
deduction from any financial institution that participates in the Automated
Clearing House system. Amounts received electronically by the Plan Administrator
will be invested on the next investment date (see Question 15). The monthly
electronic transfer of funds will continue until terminated or changed by the
participant. Any such change should be sent to the Plan Administrator at least
20 days prior to the 25th of the month.
Brokers or bank nominees participating on behalf of beneficial owners may
utilize only the dividend reinvestment feature of the Plan and cannot utilize
the optional cash investment feature. If a beneficial owner wishes to
participate in the optional cash investment feature of the Plan, he or she must
first become a shareholder of record or make an initial investment to directly
enroll in the Plan.
In the event that a participant's optional cash investment check is
returned unpaid for any reason or a participant's designated bank account for
electronic fund transfers does not have sufficient funds for his/her authorized
monthly deduction, the Plan Administrator will immediately remove from the
participant's account any shares already purchased upon the prior credit of such
funds. The Plan Administrator will thereupon be entitled to sell any such
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shares to satisfy any uncollected amounts. If the net proceeds of the sale of
such shares are insufficient to satisfy the balance of the uncollected amounts,
the Plan Administrator reserves the right to sell such additional shares from
the participant's account as may be necessary to satisfy the uncollected
balance.
15. WHEN WILL OPTIONAL CASH INVESTMENTS BE INVESTED?
The investment date for voluntary cash payments (as well as initial cash
investments from non-shareholders) is the last business day of each month. The
investment date for dividends is the common stock dividend payment date. If,
however, an investment date falls on a date when the NASDAQ Stock Market is
closed, the next succeeding day on which the NASDAQ Stock Market is open will be
the investment date.
COMMON STOCK PURCHASES
16. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
Shares of Common Stock will be purchased either on the open market or
directly from the Company, from newly issued shares.
17. HOW IS THE PURCHASE PRICE OF THE COMMON STOCK DETERMINED?
The purchase price of common stock purchased on the open market will be
100% of the weighted average price of all shares purchased during the applicable
investment period, adjusted to include brokerage commissions. Open market
purchases are expected to be made through BNY ESI & Co. A Plan participant will
have the applicable commissions deducted from the funds used to purchase shares
acquired under the Plan (see "Summary of Plan Services and Fees to
Participants").
The purchase price of common stock purchased directly from the Company will
be 100% of the average of the high and low prices of the common stock reported
on the NASDAQ Stock Market on the relevant dividend or optional cash investment
date.
18. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased for a participant will be equal to the
amount of the participant's optional cash investments, if any, plus dividends
available for reinvestment, or the initial investment received by the Plan
Administrator during the investment period, divided by the purchase price of the
shares. The participant's account will be credited with the number of shares,
including fractional shares computed to four decimal places, equal to the total
amount invested.
A participant cannot request the purchase of a specific number of shares
nor can he or she request that the purchase be made at a specific price nor on a
specific date.
STOCK CERTIFICATES AND SAFEKEEPING
19. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED
THROUGH THE PLAN?
No. Normally, certificates for shares of common stock purchased through the
Plan will not be issued to participants, but will be held by the Plan
Administrator or its nominee on behalf of the participant. The number of shares
of common stock credited to a participant's Plan account will be shown on the
participant's account statement.
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A participant may request the issuance of a certificate for all or a
portion of Plan shares in his or her account. To request a certificate, the
participant should fill out and sign the request form located on the bottom of
his or her account statement, or call the Plan Administrator for instructions.
Certificates can be issued only in whole share amounts and not in fractional
shares.
There is no fee charged to the participant for this service.
Certificate issuance of Plan shares will not constitute termination of Plan
participation, unless otherwise requested by the participant. However, if the
participant withdraws all of his or her Plan shares, the account will
automatically be terminated. The account may also be terminated by the Plan
Administrator upon written notice to the participant if there is less than one
share remaining in the participant's Plan account and the participant is not a
registered shareholder of any other shares of Caraustar common stock for which
dividends have been designated for Plan reinvestment.
20. WHAT IS THE SAFEKEEPING FEATURE OF THE PLAN AND HOW DOES IT WORK?
At the time of enrollment in the Plan, or any time thereafter, participants
may elect to use the Plan's Safekeeping service to deposit with the Plan
Administrator certificates representing shares of common stock registered in the
name of the participant. The shares represented by such certificates will be
deposited or credited to the Plan account of the participant and will be treated
in the same manner as shares purchased through the Plan.
By using the Plan's Safekeeping service, participants no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Plan Administrator are treated in the same
manner as shares purchased through the Plan, they may be transferred or sold
through the Plan in a convenient and economical manner.
Participants who wish to deposit their common stock certificates with the
Plan Administrator should send them via registered mail, or certified mail with
return receipt requested. The stock certificates should not be endorsed. There
is no fee for this service.
SALE OF SHARES
21. HOW MAY PARTICIPANTS SELL THEIR PLAN SHARES?
Participants may instruct the Plan Administrator to sell any or all of
their Plan shares at any time by completing and signing the appropriate
instruction form. The instruction form is a tear-off stub located at the bottom
of the participant's account statement. The participant should indicate on the
form the number of shares to be sold. The form must be signed by all account
owners. The completed form must then be mailed back to the Plan Administrator
for processing.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. To re-enroll in the
Plan, the person must fulfill the prerequisites for participation described
under "Enrollment Procedures" and submit a new Plan Authorization Form.
Shares held outside the Plan may not be sold through the Plan.
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22. HOW IS THE SALE PRICE OF PLAN SHARES DETERMINED?
The Plan Administrator aggregates all requests to sell shares and then
sells the total share amount on the open market through BNY ESI & Co. Shares are
sold at least weekly, and depending on volume, as frequently as daily. BNY ESI &
Co. will make every reasonable effort to process all sales orders on the day the
orders are received, provided that instructions are received before 1:00 p.m.
eastern standard time on a business day during which BNY ESI & Co. and the
NASDAQ Stock Market are open. The sales price will not be known until the sale
is completed and is based on the weighted average of all shares sold during the
selling period, adjusted to exclude brokerage commissions. Following the sale
and allowing for the settlement of the trade under SEC rules, typically three
business days, a check will be issued payable to the account owner(s) for the
net cash proceeds of the sale after a service fee of $5.00 and brokerage
commissions are deducted. (See "Summary of Plan Services and Fees to
Participants"). The Plan Administrator has full discretion in all matters
related to the sale, including the time of sale and sales price. Participants
cannot specify a price or a time at which to sell their Plan shares.
Participants should be aware that the common stock price may rise or fall
during the period between a request for sale, its receipt by the Plan
Administrator and the ultimate sale on the open market. Instructions sent to the
Plan Administrator to sell shares are irrevocable and may not be rescinded.
TRANSFER OF SHARES
23. MAY PARTICIPANTS ASSIGN OR TRANSFER ALL OR A PART OF THEIR PLAN SHARES
TO ANOTHER PERSON?
Participants may change ownership of all or part of their Plan shares
through a gift, sale or otherwise at any time. The participant must contact the
Plan Administrator to obtain the proper instructions to enact the transfer.
Requests for transfer are subject to the same requirements as for the transfer
of common stock certificates, including the requirement of a Medallion Signature
Guarantee.
24. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE PLAN
ADMINISTRATOR ISSUE A STOCK CERTIFICATE TO THE TRANSFEREE?
Transfers can be made from Plan account to Plan account (book-to-book
transfers) or if the participant so requests, a stock certificate can be issued
to the transferee. The current participant should contact the Plan Administrator
for full details on how to make the transfer.
For book-to-book transfers that involve the establishment of a new Plan
account, a new Plan Authorization Form must be completed by the transferee. The
completed Form must be returned to the Plan Administrator, along with written
instructions signed by the current participant, indicating the number of shares
to be transferred to the new participant. The current participant's signature
must be guaranteed by a bank, broker or financial institution that is a member
of the Medallion Signature Guarantee Plan. The new account will be set up for
full dividend reinvestment unless otherwise instructed by the previous or new
shareholder.
10
<PAGE> 14
TERMINATION OF PLAN PARTICIPATION
25. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
Participants may terminate participation in the Plan either by selling all
the shares in their Plan account or by having a certificate issued for a
specific number of whole shares in their Plan account and selling the fractional
share balance. Certificates cannot be issued in fractional share amounts.
To terminate Plan participation, participants should complete and sign the
appropriate instruction form. The instruction form is a tear-off stub located at
the bottom of the participant's account statement. Participants should indicate
on the form that they are terminating their account and indicate whether they
wish to receive a stock certificate or sell all their shares. The form must be
signed by all account owners and returned to the Plan Administrator for
processing.
A Plan account may also be terminated by the Plan Administrator upon
written notice to the participant if there is less than one whole share
remaining in the participant's Plan account and the participant is not a
registered shareholder of any other shares of Caraustar common stock for which
dividends have been designated for Plan reinvestment.
26. ARE THERE ANY FEES CHARGED TO PLAN PARTICIPANTS?
If Plan shares are purchased on the open market, participants will be
charged a brokerage commission of $0.10 per share purchased. If Plan shares are
purchased directly from the Company, there is no fee charged to the participant
for the purchase of common stock. There is also a $5.00 service fee charged to
the participant for the selling of Plan shares and/or terminating participation
in the Plan, plus a brokerage commission of $0.10 per share sold. (See "Summary
of Plan Services and Fees to Participants").
REPORTS TO PARTICIPANTS
27. WHAT REPORTS ARE SENT TO PARTICIPANTS?
An acknowledgment will be sent to participants as soon as practicable
following each optional cash investment or sale of shares made by the Plan
Administrator on behalf of the participant. On a quarterly basis, in conjunction
with the reinvestment of Caraustar stock dividends, each participant will
receive a statement showing all year-to-date transaction activity. Beneficial
owners who participate through a broker or bank nominee should contact their
broker/bank nominee for a statement detailing reinvestment activity.
Participants should retain these statements for tax purposes.
All statements have tear-off instruction forms which should be used to
notify the Plan Administrator of any certificate issuance, optional cash
investments, sales of Plan shares, termination of Plan participation or
instructions to deposit certificates for safekeeping.
Each participant will also be sent copies of the communications sent to
other shareholders, including Caraustar's annual reports, notices of annual
meeting and proxy statements and income tax information for reporting dividends
paid and proceeds from the sale of Plan shares.
11
<PAGE> 15
FEDERAL INCOME TAXES
28. WHAT ARE SOME OF THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, dividends which are reinvested in accordance with the Plan will
be taxed as cash dividends for federal income tax purposes under the provisions
of the applicable tax laws.
The selling of shares by a participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
participant. The amount of any such gain or loss will be the difference between
the proceeds received by the participant (net of commissions and fees) and the
participant's tax basis. The tax basis of shares acquired through the Plan is
equal to the purchase price of such shares (including brokerage commissions and
fees, if any). (See the answer to Question 17 for how the purchase price is
determined). Any capital gain or loss will be long-term if the participant's
holding period for the shares sold was greater than 18 months, mid-term if the
holding period was less than or equal to 18 months but more than one year, or
short-term if the holding period was less than or equal to one year.
The discussion above is only a general discussion of certain federal income
tax aspects of an investment in the Plan. Because tax consequences may vary,
depending on each participant's own tax situation, participants or persons
considering participation in the Plan are advised to consult their own tax
advisors regarding the tax effect of participation in the Plan, including the
application of current and proposed federal, state, local, foreign and other tax
laws.
OTHER INFORMATION
29. WHAT HAPPENS IF CARAUSTAR ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING?
All stock dividends or split shares distributed by Caraustar on shares held
in a participant's Plan account will be credited directly into the participant's
Plan account. In the case of a rights offering, any rights or shares to be
distributed as a result of any rights agreement would be distributed in a like
manner. Transaction processing may be temporarily suspended during such
distributions. Accounts coded for partial reinvestment will have their
proportional entitlement credited to the Plan.
30. HOW WILL A PARTICIPANT'S SHARES BE VOTED?
For any meeting of shareholders, each participant will receive proxy
materials in order to vote Plan account shares as well as any common stock held
of record that is registered in the name of the participant. All shares will be
voted as designated by the participant or may be voted in person at the meeting
of shareholders.
31. WHAT ARE THE RESPONSIBILITIES OF CARAUSTAR AND THE PLAN ADMINISTRATOR
UNDER THE PLAN?
Caraustar and the Plan Administrator in administering the Plan will not be
liable for claims arising from any act done in good faith or for any good faith
omission to act. This includes, but is not limited to: (a) any claim of
liability relating to a deceased participant's shares prior to the Plan
Administrator's receipt of written instructions regarding the disposition of
such shares; (b) any claim relating to the prices at which shares are purchased
12
<PAGE> 16
or sold for a participant's account and the times when such purchases or sales
are made; or (c) any claim based on any fluctuation in the market value of
shares before or after any purchase or sale of shares.
As an investor, you must make independent investment decisions based upon
your own judgment and research. Your investment in shares acquired under the
Plan is no different from an investment in any equity security purchased and
held directly. You bear the risk of loss and realize the benefits of any gain
from market price changes with respect to all such shares held by you in the
Plan or otherwise. However, because the prices for shares purchased or sold
under the Plan are established based on the date the Plan Administrator (or the
Company, in the case of original issued shares) purchases or sells shares, you
lose any advantage otherwise available from being able to select the timing of
share purchases and sales.
32. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Caraustar reserves the right to amend, suspend, terminate or modify the
Plan at any time without the approval of participants. Notice of Caraustar's
determination to suspend, terminate or modify the Plan will be given to all Plan
participants as soon as practicable after such determination is made.
DESCRIPTION OF CARAUSTAR COMMON STOCK
DIVIDENDS: Any dividends paid on shares of common stock will be paid in
each quarterly period in January, April, July and October.
Although Caraustar contemplates the payment of dividends, the payment of
future dividends is dependent upon, among other factors, action by Caraustar's
board of directors, Caraustar's financial condition, future earnings and the
availability of cash.
DIVIDEND LIMITATIONS: Caraustar's senior notes agreement contains a
provision that limits payment of dividends, on a cumulative basis, to a base
amount plus 33% of Caraustar's consolidated net income since October 1992.
Caraustar does not believe that this provision will limit its ability to pay
dividends at its current rate or increase dividends in the future, although
Caraustar can give no assurance as to the level of dividends, if any, that it
may pay in the future.
VOTING RIGHTS: Ordinarily, the holders of Caraustar's common stock have
sole voting power to elect the Caraustar's directors.
PREEMPTIVE RIGHTS: Holders of the common stock do not have preemptive
rights to purchase additional shares of common stock or securities convertible
into such shares.
OTHER RIGHTS: In the event of liquidation, the holders of common stock are
entitled to all assets that remain after satisfaction of creditors and the
liquidation preferences of any outstanding preferred stock, if any. The
outstanding shares of common stock are, and the additional shares of common
stock which may be offered hereby upon issuance will be, fully paid and
nonassessable.
POTENTIAL DETERRENTS TO TAKEOVERS: Certain provisions of Caraustar's
articles of incorporation and bylaws, as well as a shareholder rights plan,
could make it more difficult for a third party to acquire, or discourage a third
party from acquiring, a controlling interest in Caraustar's outstanding voting
stock. As a result, these provisions could discourage bids for
13
<PAGE> 17
Caraustar's common stock at a premium and might adversely affect the market
price of Caraustar's common stock.
Caraustar's articles of incorporation authorize 5,000,000 shares of
preferred stock, which may be issued in the future without further shareholder
approval with such terms and rights as the board of directors may determine. The
rights of the holders of common stock may be adversely affected by the rights of
the holders of any preferred stock that may be issued in the future. Currently,
there is no preferred stock issued and outstanding.
Caraustar's board of directors is divided into three classes with staggered
terms. This means that, as a general matter, only one-third of the board of
directors must stand for re-election at any annual meeting of shareholders.
Caraustar's articles of incorporation provide that directors may be removed only
for cause. These provisions make it more difficult and time consuming for a
potential acquiror of Caraustar to replace the board of directors.
Caraustar's shareholder rights plan generally provides the board of
directors and shareholders the right to act to substantially dilute the share
ownership position of any person who acquires 20% or more of the common stock.
LISTING: The outstanding shares of common stock and the additional common
stock offered hereby are quoted on the NASDAQ stock market under the trading
symbol "CSAR."
TRANSFER AGENT AND REGISTRAR: The transfer agent and registrar for
Caraustar's common stock is The Bank of New York, Shareholder Services Dept.,
Church Street Station, P.O. Box 11258, New York, New York 10286-1258.
SUMMARY OF PLAN SERVICES AND FEES TO PARTICIPANTS
In most cases, Caraustar has determined to pay the fees and expenses to
administer the Plan. However, certain administrative service fees and brokerage
commissions will be charged directly to the participant. Set forth below is a
summary of these fees and commissions and the party responsible for their
payment:
<TABLE>
<CAPTION>
SERVICE/TRANSACTION COST TO PARTICIPANT
- ------------------- -------------------
<S> <C>
Initial Enrollment Fee................... None (Fee paid by Caraustar)
Optional Cash Investment Transaction
Fee.................................... None (Fee paid by Caraustar)
Reinvestment of Dividends Service Fee.... None (Fee paid by Caraustar)
Brokerage commissions on open market
purchases.............................. $0.10 per share
Sale of Shares Transaction and/or Account
Termination Fee........................ $5.00
Brokerage commissions on sale of
shares................................. $0.10 per share
Issuance of Certificates................. None
Deposit of certificates for
safekeeping............................ None
Book-to-book transfers of shares......... None
The minimum and maximum Cash Investments
are as follows:
Initial Minimum Investments for Persons
not currently owning Company
Stock............................... $250
Minimum optional cash investment for
participants........................... $50 per investment
Maximum optional cash investment Per
Year................................... $300,000
</TABLE>
14
<PAGE> 18
LEGAL MATTERS
Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina, will issue an
opinion for us regarding the validity of the Caraustar common stock offered by
this prospectus and certain other legal matters. Russell M. Robinson, II, a
shareholder in the firm of Robinson, Bradshaw & Hinson, P.A., is Chairman of our
Board of Directors. Robinson, Bradshaw & Hinson, P.A. is Caraustar's principal
outside legal counsel. Certain members of such firm beneficially owned
approximately 113,680 shares of Caraustar common stock as of the date of this
prospectus.
EXPERTS
The financial statements and schedules 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 to such financial statements and schedules, and are
incorporated by reference in reliance upon the authority of such firm as experts
in giving such reports.
PLAN OF DISTRIBUTION
The shares of common stock offered through the Plan will be offered
directly to Plan participants without underwriters as described in this
prospectus.
15
<PAGE> 19
(CARAUSTAR LOGO)
-------------------------
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
-------------------------
3,000,000 SHARES
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
, 1998
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be incurred by the Company
in connection with the offering of the Securities, other than underwriting
discounts and commissions. The Company will bear all of such expenses.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 20,381
Accounting fees and expenses*............................... 15,000
Legal fees and expenses*.................................... 15,000
Printing and Engraving fees and expenses*................... 100,000
Service charges of Plan Administrator....................... 50,000
Miscellaneous*.............................................. 9,619
--------
Total*............................................ $210,000
========
</TABLE>
- ---------------
* Estimated
ITEM 15. 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 Company'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
II-1
<PAGE> 21
indemnify, or agree to 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 Company's bylaws provide for indemnification to the fullest
extent permitted under the Business Corporation Act, the Company may indemnify
its directors, officers, employees and agents in accordance with either the
statutory or nonstatutory standard. 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 Company has purchased and maintains such insurance.
ITEM 16. EXHIBITS
The following is a list of all the exhibits filed as part of the
Registration Statement. References to the Company mean Caraustar Industries,
Inc.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------- -------
<C> <C> <S>
2.01 -- Purchase Agreement dated as of June 30, 1998 among the
Company, Caraustar Paperboard Corporation, Tenneco Packing,
Inc. and Tenneco CPI Holding Company (Incorporated by
reference -- Exhibit 2.01 to Registration Statement on Form
S-3 [SEC File No. 333-65555])
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 Registration
Statement on Form S-4 [SEC File No. 333-29937])
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 (included in Exhibit 3.01)
4.03 -- Article II of the Company's Second Amended and Restated
Bylaws (included in Exhibit 3.02)
4.04 -- Rights Agreement, dated as of April 9, 1995, between
Caraustar Industries, Inc. and The Bank of New York, as
Successor Rights Agent (Incorporated by reference -- Exhibit
1 to Current Report on Form 8-K dated April 19, 1995 [SEC
File No. 0-20646])
5.01 -- Opinion of Robinson, Bradshaw & Hinson, P.A.
23.01 -- Consent of Arthur Andersen LLP
23.02 -- Consent of Robinson, Bradshaw & Hinson, P.A. (included in
Exhibit 5.1)
24.01 -- Power of Attorney (included on the signature pages of the
Registration Statement as initially filed).
</TABLE>
II-2
<PAGE> 22
ITEM 17. 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, represent 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.
(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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Austell, State of Georgia on November
5, 1998.
CARAUSTAR INDUSTRIES, INC.
By: /s/ H. LEE THRASH, III
------------------------------------
H. Lee Thrash, III
Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes 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 of 1933, 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 or amendment thereto has been signed by the following
persons and in the capacities indicated on November 5, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS V. BROWN Director, President and Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer)
Thomas V. Brown
/s/ H. LEE THRASH, III Director, Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer and
H. Lee Thrash, III Principal Accounting Officer)
/s/ RUSSELL M. ROBINSON, II Chairman of the Board of Directors
- -----------------------------------------------------
Russell M. Robinson, II
/s/ BOB M. PRILLAMAN Director
- -----------------------------------------------------
Bob M. Prillaman
/s/ RALPH M. HOLT, JR. Director
- -----------------------------------------------------
Ralph M. Holt, Jr.
/s/ JAMES H. HANCE, JR. Director
- -----------------------------------------------------
James H. Hance, Jr.
/s/ JOHN D. MUNFORD Director
- -----------------------------------------------------
John D. Munford
Director
- -----------------------------------------------------
James E. Rogers
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.01
[ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD]
November 5, 1998
Caraustar Industries, Inc.
3100 Washington Street
Austell, Georgia 30106
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Registration Statement, as amended, of Caraustar
Industries, Inc., a North Carolina corporation (hereinafter referred to as the
"Company"), filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 3,000,000 shares of
the Company's common stock, par value $.01 per share (the "Shares"), in
connection with the Company's Dividend Reinvestment and Share Purchase Plan (the
"Plan"). We have examined the Amended and Restated Articles of Incorporation and
the Second Amended and Restated Bylaws of the Company, minutes of applicable
meetings of the Board of Directors of the Company, and other Company records,
together with applicable certificates of public officials and other documents
that we have deemed relevant.
Based upon the foregoing and subject to the conditions set forth below, it
is our opinion that the Shares, when sold as contemplated by the Registration
Statement, will be legally issued, fully paid and nonassessable.
We have assumed that the Company and those persons purchasing Shares under
the Plan will have complied with the relevant requirements of the Plan.
The opinions expressed herein are contingent upon the Company's Amended and
Restated Articles of Incorporation and Second Amended and Restated Bylaws not
being further amended prior to the issuance or sale of any Shares.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
This opinion is limited to the laws of the State of North Carolina, and we
express no opinion with respect to the laws of any other state or jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ PATRICK S. BRYANT
--------------------------------------
Patrick S. Bryant
PSB/slf
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-3 of our reports dated
January 29, 1998 included in Caraustar Industries, Inc.'s Form 10-K for the year
ended December 31, 1997, and to all references to our firm included in or made a
part of this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
November 3, 1998
