<PAGE>
As filed with the Securities and Exchange Commission on
October 25, 1994
Registration No. 33 - ________
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SCOTT PAPER COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1065080
(State of incorporation) (I.R.S. Employer
Identification No.)
SCOTT PLAZA, PHILADELPHIA, PENNSYLVANIA 19113
(Address of Principal Executive Offices)
SCOTT PAPER COMPANY 1994 LONG-TERM INCENTIVE PLAN
AND
EMPLOYMENT AGREEMENT DATED APRIL 19, 1994 BETWEEN
SCOTT PAPER COMPANY AND ALBERT J. DUNLAP
(Full title of the plan)
Frank W. Bubb, III, Esq.
Staff Vice President and Chief Financial Counsel
Scott Paper Company,
Scott Plaza,
Philadelphia, Pennsylvania 19113-1585
(Name and address of agent for service)
(610) 522-5806
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered (1) price per offering
share price
<S> <C> <C> <C> <C>
Common
shares
without
par value 4,000,000 $62.50(2) $250,000,000 $86,206.90
</TABLE>
(1) This registration statement also relates to an indeterminate number of
Common Shares that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Calculated on the basis of the average of the high and low price of shares
reported in the consolidated reporting system as of October 20, 1994.
<PAGE>
PROSPECTUS
750,000 Shares
SCOTT PAPER COMPANY
Common Shares
without par value
-------------------------------
This Prospectus relates to 750,000 Common Shares, without par value (the
"Common Shares"), of Scott Paper Company, a Pennsylvania corporation (the
"Company"). All of the Common Shares being offered hereby (the "Shares") are
offered on behalf of Albert J. Dunlap (the "Selling Shareholder"). The Shares
may be offered from time to time by the Selling Shareholder. The Selling
Shareholder is currently the Chairman and Chief Executive Officer of the
Company. See "Selling Shareholder."
All proceeds from any sales of the Shares by the Selling Shareholder will
inure to the benefit of the Selling Shareholder. The Company will receive none
of the proceeds from the sale of Shares which may be offered hereby. All
expenses of registration incurred in connection herewith are being borne by the
Company, but all selling and other expenses incurred by the Selling Shareholder
will be borne by the Selling Shareholder.
The Selling Shareholder has not advised the Company of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the New York Stock
Exchange at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise. The Selling Shareholder and the brokers
and dealers through whom sale of the Shares may be made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
their commissions or discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is October 25, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy statements and
other information may be inspected and copied at the public reference facility
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at its New York Regional Office, Seven World Trade Center, New
York, New York 10048, and its Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy and information statements and other information can
also be inspected at the offices of the following stock exchanges on which
certain of the Company's securities are listed: the New York Stock Exchange, 20
Broad Street, New York, NY 10005; the Philadelphia Stock Exchange, 1900 Market
Street, Philadelphia, PA 19103; the Pacific Stock Exchange, 618 South Spring
Street, Los Angeles, California 90052; and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104.
A registration statement on Form S-8 in respect of the Shares offered by
this Prospectus (the "Registration Statement") has been filed with the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, under the
Securities Act of 1933, as amended (the "Act"). This Prospectus does not
contain all of the information contained in such Registration Statement, certain
portions of which have been omitted herefrom pursuant to the rules and
regulations of the Commission. Accordingly, additional information concerning
the Company and the Shares is included in the Registration Statement, which may
be inspected at the public reference facilities of the Commission described
above.
INFORMATION INCORPORATED BY REFERENCE
The following documents, each of which has been filed by the Company with
the Commission, are incorporated herein by reference: (i) Annual Report on Form
10-K for the fiscal year ended December 25, 1993, (ii) Quarterly Reports on Form
10-Q for the fiscal quarters ended March 26, 1994 and June 25, 1994, (iii)
Current Reports on Form 8-K dated April 19, 1994, June 1, 1994, September 1,
1994, October 11, 1994 and October 25, 1994, (iv) the Company's Supplemental
Proxy Statement dated May 3, 1994, and (v) the description of the Common Shares
which is contained in Form 8 Amendment No. 2 dated October 14, 1982 and Form 8
Amendment No. 3 dated July 26, 1990, each of which amends the Company's Form 10
for its Common Shares.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Any statement contained in a document, all or a portion of which is
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED A COPY OF ANY OR ALL OF SUCH DOCUMENTS WHICH ARE
INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT
THIS PROSPECTUS INCORPORATES). WRITTEN OR ORAL REQUESTS FOR COPIES SHOULD BE
DIRECTED TO INVESTOR RELATIONS, SCOTT PAPER COMPANY, SCOTT PLAZA, PHILADELPHIA,
PA 19113-1585, (610) 522-6111.
<PAGE>
THE COMPANY
Scott Paper Company continues a business established in 1879. It was
incorporated in Pennsylvania in 1922 as the successor corporation to a company
of the same name incorporated in Pennsylvania in 1905. It is principally
engaged in the manufacture and sale of paper products. As used herein, the term
"Company" refers to Scott Paper Company and its consolidated domestic and
international subsidiaries unless the context otherwise indicates.
The Company's business consists of:
(1) worldwide personal care and cleaning, which includes products
(primarily tissue products) for personal care, environmental cleaning and
wiping, healthcare and foodservice, manufactured and marketed by the
Company and its unconsolidated international affiliates; and
(2) printing and publishing papers, which principally consist of
coated papers and include uncoated and specialty papers.
Scott Worldwide is the operating group in charge of the Company's
personal care and cleaning business. Scott Worldwide, including the Company's
unconsolidated international affiliates, is the world's largest manufacturer of
sanitary tissue paper products. The Company's principal consumer brands in the
United States include ScotTissue and Cottonelle bathroom tissues, ScotTowels,
Job Squad and Viva disposable towels, Scotties facial tissue, Scott, Viva and
Viva Accents napkins, and Baby Fresh and Wash a-bye Baby wipes. The Company's
commercial sanitary paper products consist primarily of personal care, wiping,
and foodservice products used in the away-from-home market. The Company's
consolidated international subsidiaries and unconsolidated international
affiliates principally manufacture and sell trademarked sanitary paper products.
S.D. Warren Company, a wholly-owned subsidiary of the Company,
manufacturers commercial printing, publishing and specialty papers. Its
principal products are high quality coated printing papers used for print
advertising, annual reports, specialty magazines and other printed
communications; uncoated printing papers of various grades and qualities used
for a wide range of printing purposes; coated and uncoated publishing papers
used for textbooks, illustrated books and trade books; and specialty products,
including pressure sensitive base material sold to EDP label manufacturers, an
extensive line of flat and embossed release papers used in the product of man-
made leather and other synthetic materials which are sold worldwide, and graphic
arts products for small offset printing.
The principal executive offices of the Company are located at Scott
Plaza, Philadelphia, Pennsylvania 19113-1585, (610) 522-5000.
RECENT DEVELOPMENTS
On October 10, 1994, the Company announced that it had signed an
agreement of sale with a global investment group for S.D. Warren Company, for
$1.6 billion, subject to certain adjustments. The Company expects the
transaction to close by mid-December, 1994, once certain conditions are met.
The investment group is headed by Sappi, Ltd. of South Africa and includes DLJ
Merchant Banking Partners, L.P. and its affiliated funds as well as UBS Capital
Corporation.
On October 24, 1994, the Company announced that it had signed a letter of
intent to sell the energy and recovery complex at its Mobile, Alabama mill for
$350 million to a wholly-owned subsidiary of The Southern Company. The Company
expects the transaction to close by December 1994, pending regulatory approvals.
The Company also confirmed that it is accelerating its drive to divest
additional nonstrategic assets, including the energy
<PAGE>
complex at its Chester, Pennsylvania mill, its global pulp operations,
approximately 1.5 million acres of timberlands, and real estate, including its
corporate headquarters buildings. The Company is also considering divesting its
U.S. and U.K. foodservice businesses as well as certain other noncore
businesses.
USE OF PROCEEDS
All of the Shares being offered hereby are being offered on behalf of the
Selling Shareholder, who will receive all proceeds from the sale of the Shares.
SELLING SHAREHOLDER
The Shares offered pursuant to this Prospectus represent those acquired
or to be acquired by the Selling Shareholder upon the exercise of options
granted under the Selling Shareholder's Employment Agreement with the Company
dated April 19, 1994. Under the Employment Agreement, the Selling Stockholder
received, subject to shareholder approval, a one-time grant effective as of
April 19, 1994 of options (the "Options") to purchase the Shares at an exercise
price of $38.00 per share, if the Options were granted under the Company's 1994
Long-Term Incentive Plan, except to the extent specifically modified by the
Employment Agreement. The term of the Options is 10 years and they will vest at
the rate of 20% on each of the first, second, third, fourth and fifth
anniversaries of the grant date. The grant of the Option was approved by
shareholders of the Company at the Annual Meting of Shareholders on May 3,
1994.
The table below sets forth certain information concerning the Selling
Shareholder, including information regarding beneficial ownership of the
Company's Common Shares by the Selling Shareholder as of the date of this
Prospectus and the number of Shares to be sold under this Prospectus. The
Selling Shareholder has been the Chairman of the Board and Chief Executive
Officer of the Company since April 19, 1994.
<TABLE>
<CAPTION>
Beneficial Ownership of Common Shares
-------------------------------------
Number of Number of
Common Shares Common Shares
Number of to be to be owned
Common Shares owned Percent sold under this after completion
Name prior to offering/1/ of class Prospectus/1/ of offering
- -
---- ----------------------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Albert J. Dunlap 891,416 1.2 % 750,000 141,416
</TABLE>
- --------------
/1/ Includes 750,000 Common Shares subject to the Options, which vest at the
-
rate of 20% per year on April 19 of 1995, 1996, 1997, 1998 and 1999 and
50,000 restricted shares granted on September 16, 1994 under the Company's
1994 Long-Term Incentive Plan. The vesting of restricted shares is
contingent upon meeting certain performance goals.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholder
acting as principal for his own account. The Selling Shareholder may sell some
or all of the Shares in transactions involving broker-dealers, who may act as
agent or acquire the Shares as principal. Any broker-dealer participating in
such transactions as agent may receive commissions from the Selling Shareholder
(and, if they act as agent for the purchaser of such Shares,
<PAGE>
from such purchaser). Usual and customary brokerage fees will be paid by the
Selling Shareholder. Broker-dealers may agree with the Selling Shareholder to
sell a specified number of Shares at a stipulated price per Share and, to the
extent such a broker-dealer is unable to do so acting as agent for the Selling
Shareholder, to purchase as principals any unsold Shares at the price required
to fulfill the respective broker-dealer's commitment to the Selling Shareholder.
Broker-dealers who acquire Shares as principals may thereafter resell such
Shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) on the New York Stock
Exchange in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such Shares commissions. The
Selling Shareholder also may sell some or all of the Shares directly to
purchasers without the assistance of any broker-dealer.
The Company is bearing all costs relating to the registration of the
Shares. Any commissions or other fees payable to broker-dealers in connection
with any sale of the Shares will be borne by the Selling Shareholder or other
party selling such Shares.
The Selling Shareholder has advised the Company that during such times as
the Selling Shareholder may be deemed to be engaged in a distribution of the
Shares, and therefore an "underwriter" under the Act, he will comply with Rules
10b-6 and 10b-7 under the Exchange Act and therefore will, among other things:
(a) not engage in any stabilization activities in connection with
the Company's securities;
(b) furnish each broker-dealer through which Shares may be offered
such copies of this Prospectus, as amended from time to time, as may be
required by such broker-dealer; and
(c) not bid for or purchase any securities of the Company or attempt
to induce any person to purchase any securities of the Company other than
as permitted under the Exchange Act.
LEGAL OPINION
The legality of the Shares will be passed upon for the Company by Frank
W. Bubb, III, Staff Vice President and Chief Financial Counsel of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report or Form 10-K for the fiscal year ended December 25,
1993 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The documents listed in (a) through (c) below are incorporated by reference
in this registration statement. All documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
(a) The registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) Form 8 Amendment No. 2 dated October 14, 1982 and Form 8 Amendment
No. 3 dated July 26, 1990, each of which amends the registrant's Form 10
for its Common Shares.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Pennsylvania statutes permit, and the Company's Articles and by-laws
provide for, a limitation on the liability of Directors and corporate officers
for monetary damages for a breach of, or failure to observe, their duty of care
owing to the Company unless their conduct constitutes self-dealing, willful
misconduct or recklessness or unless the liability arises under the criminal or
tax laws. The statutes also permit, and the by-laws provide for,
indemnification of such persons against any liability (including expenses,
damages, fines, amounts paid in settlement and punitive damages) arising from
the fact that they were or are representatives of the Company, except where the
indemnification is for acts or failures to act constituting self-dealing,
willful misconduct or recklessness. The Company and such persons have entered
into indemnification agreements which substantially mirror the above-referenced
indemnification by-law. Finally, the statutes and the by-laws permit the
Company to secure its indemnification
<PAGE>
obligations in several ways, including maintaining insurance and creating trusts
or other funds.
With respect to insurance, the Company maintains policies which insure the
Company against amounts which it may become obligated to pay as indemnification
to directors and officers and insure such directors and officers against losses
(except fines, penalties and other matters uninsurable under law) arising from
any claim made against them on account of any alleged "wrongful act" in their
official capacity. A wrongful act is generally defined as "any breach of duty,
neglect, error, misstatement, misleading statement, or omission or other act
done or wrongfully attempted by the insureds or... so alleged by any claimant or
any matter claimed against them solely by reason of their being such Directors
or officers," subject to certain exclusions. Directors and officers are also
insured against losses (except fines, penalties and other matters uninsurable
under law) arising out of the insured's breach of fiduciary duty, subject to
certain exclusions.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
4(a) 1994 Long-Term Incentive Plan
4(b) Employment Agreement dated April 19, 1994
between the Company and Albert J. Dunlap
4(c) Rights Agreement dated as of July 15,
1986 between Scott Paper Company and
Morgan Guaranty Trust Company of New
York, as Rights Agent, as amended by
Amendment No. 1 dated May 17, 1988 and
Amendment No. 2 dated October 18, 1988
5 Opinion of counsel as to legality
of the securities being registered
23.1 Consent of counsel (included in opinion filed
as Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney
</TABLE>
<PAGE>
Item 9. Undertakings.
- ------ ------------
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in 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; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
<PAGE>
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Tinicum and the Commonwealth of Pennsylvania, on
this 25th day of October, 1994.
SCOTT PAPER COMPANY
By:/s/ Albert J. Dunalp
---------------------------
Albert J. Dunlap
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Title Date
- ------------------- ----
<S> <C>
/s/ Albert J. Dunalp October 25, 1994
- ------------------------------
Albert J. Dunlap
Chairman and
Chief Executive Officer
/s/ Basil L. Anderson October 25, 1994
- ------------------------------
Basil L. Anderson
Vice President, Treasurer and
Chief Financial Officer
/s/ Edward B. Betz October 25, 1994
- ------------------------------
Edward B. Betz
Vice President and
Controller
</TABLE>
<PAGE>
DIRECTORS
William A. Andres Richard K. Lochridge
Jack J. Crocker Bruce K. MacLaury
Albert J. Dunlap Claudine B. Malone
John F. Fort, III Gary L. Roubos
Peter Harf Paula Stern
J. Richard Leaman, Jr.
A majority of the Board of Directors
By /s/ Frank W. Bubb, III
---------------------------
Frank W. Bubb, III
Attorney-in-fact
Date: October 25, 1994
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit Description of
Number Exhibit
- ------- --------------
<C> <S>
4(a) 1994 Long-Term Incentive Plan
4(b) Employment Agreement dated April 19,
1994 the Company and Albert J. Dunlap,
incorporated by reference to Exhibit
10(a) to the Company's Quarterly Report
on Form 10-Q for the second quarter of
1994
4(c) Rights Agreement dated as of July 15,
1986 between Scott Paper Company and
Morgan Guaranty Trust Company of New
York, as Rights Agent, incorporated by
reference to Exhibit 1 to the
Company's Current Report on Form 8-K
dated July 16, 1986 on pages 10 through
85 thereof, as amended by Amendment
No. 1 dated May 17, 1988 and Amendment
No. 2 dated October 18, 1988, incorporated
by reference to Exhibits 1 and 2,
respectively, to the Company's
Current Report on Form 8-K dated
November 28, 1988 on pages 6 through
9 thereof
5 Opinion of counsel as to legality of the
securities being registered
23.1 Consent of counsel (included in opinion filed
as Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney
</TABLE>
<PAGE>
SCOTT PAPER COMPANY
1994 LONG-TERM INCENTIVE PLAN
(AS AMENDED JULY 19, 1994)
I. GENERAL
A. PURPOSE
The purpose of the 1994 Long-Term Incentive Plan (the "Plan") is to promote
the interests of Scott Paper Company (the "Company") and its shareholders by
attracting and retaining salaried employees capable of furthering the future
success of the Company and by aligning their economic interests with those of
the Company's shareholders.
B. DEFINITIONS
"Beneficiary" means the person or persons to whom an Optionee's or Grantee's
rights pass upon death by will or by the applicable laws of descent and
distribution.
"Board of Directors" means the Board of Directors of the Company and
"Director" means a member of the Board of Directors.
"Business Day" means any day other than a Saturday, Sunday, legal holiday or
a day on which the New York Stock Exchange, or any successor national
securities exchange which constitutes the principal trading market for the
Shares, is closed.
"Cause" means (i) an act or acts of personal dishonesty of an employee
intended to result in substantial personal enrichment at the expense of the
Company or a Subsidiary, (ii) repeated violations of an employee's
responsibilities which are demonstrably willful and deliberate, or (iii) an
employee's conviction for a felony involving moral turpitude.
"Change of Control" means the first to occur of the following events:
(a) Any person within the meaning of Section 13(d) or 14(d) of the 1934
Act, other than the Company or any entity controlled by the Company
(including an employee plan established primarily for the benefit of
Company employees or employees of any entity controlled by the Company),
acquires beneficial ownership of, or, acting alone or in concert with
others, acquires voting power over voting shares of the Company that would
entitle the holders thereof to cast at least 20% of the votes that all
shareholders would be entitled to cast in an election of Directors; or
(b) At any time within any period of two consecutive years, persons who
(i) at the beginning of the period constitute the Board of Directors or
(ii) become Directors after the beginning of the period and whose election
or nomination for election by the shareholders of the Company was approved
by a vote of at least two-thirds of the persons who were Directors at the
beginning of the period, cease for any reason to constitute at least a
majority of the Board of Directors; provided that any person who ceases to
be a Director by reason of death or disability shall be excluded from the
numerator and the denominator in all calculations hereunder.
"Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder. References to any provision of the Code or regulations
thereunder shall be deemed to include any amended or successor provision or
regulation.
<PAGE>
"Committee" means the committee appointed by the Board of Directors to
administer the Plan. The Committee shall consist of not less than three
Directors, all of whom shall be members of the Compensation Committee of the
Board of Directors and shall meet the requirements set forth in Section I.D.
"Fair Market Value" of a Share means the mean between the highest and the
lowest sales prices thereof on the date of reference, as reported in The Wall
Street Journal, New York Stock Exchange Transactions--Composite Transactions,
or as reported in any successor quotation system adopted prospectively for this
purpose by the Committee; provided that the determination of Fair Market Value
for ISOs shall comply with regulations issued by the Secretary of the Treasury
for the purposes of determining fair market value of securities subject to an
ISO plan under Section 422 of the Code.
"Grantee" means any person who is granted Restricted Shares under Section
III.
"ISO" means an Option intended to be an incentive stock option, as defined in
Section 422 of the Code.
"Key Employee" means an employee of the Company or a Subsidiary whose
designated job title is at least "operating director" or whose points under the
Hay Associates Job Evaluation System equal at least 1200, or, in the event
those designations of titles or points are not used, an employee whose
responsibilities are equivalent to those of employees who, on the effective
date of the Plan, meet the above requirements.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder. References to any provision of the 1934 Act
or rules or regulations thereunder shall be deemed to include any amended or
successor provision or rule or regulation.
"Option" means an option to purchase Shares granted under Section II, subject
to the terms and conditions set forth in the Plan.
"Optionee" means any person who is granted an Option under Section II.
"Restricted Period" is defined in Section III.B.
"Restricted Share" means a Share which is subject to applicable
Transferability Restrictions and Vesting Restrictions granted under Section
III, subject to the terms and conditions set forth in the Plan.
"SAR" means a stock appreciation right granted under Section II, subject to
the terms and conditions set forth in the Plan.
"Section 16 Insider" means an officer, as defined in Rule 16a-1(f) under the
1934 Act, of the Company.
"Share" means a Common Share of the Company and any other securities as may
be substituted for a Share or such other securities pursuant to the adjustment
provisions of Section I.F.
"Subsidiary" means any corporation (other than the Company) now existing or
hereafter organized or acquired in an unbroken chain of corporations beginning
with the Company if each of the corporations
2
<PAGE>
(including the Company) other than the last corporation in the unbroken chain
owns stock possessing 40% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain; provided that,
for all purposes in connection with the grant or exercise of ISOs and SARs in
tandem therewith, "50%" shall be substituted for "40%" in the above definition.
"Transferability Restrictions" means the restrictions on transferability of
Restricted Shares imposed by Section III.C.
"Vesting Restrictions" means the restrictions on vesting of Restricted Shares
imposed by Section III.D.
C. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective only if one or more of Sections II and III
are approved by the affirmative vote of the holders of a majority of the Shares
present or represented and entitled to vote at the 1994 annual meeting of
shareholders of the Company and, if so approved, shall be effective from the
date of approval. If such approval is not obtained separately for any of
Section II or III, the Section which is not approved shall not become a part of
the Plan, and the provisions of Section I applicable thereto shall be deemed
deleted or modified appropriately to reflect the deletion of that Section from
the Plan.
The term during which Options, SARs and Restricted Shares may be granted
under the Plan shall expire on April 25, 1999.
D. ADMINISTRATION
The Plan shall be administered by the Committee. Each member of the Committee
shall at all times be a "disinterested person" within the meaning of Rule 16b-3
under the 1934 Act as then applicable to the Company. Subject to the terms and
conditions set forth in the Plan, the Committee shall have sole discretion and
authority (i) to grant Options under Section II, to determine the number of
Shares for which each Option shall be granted and the option price or prices
and other terms and conditions thereof, and to grant SARs in tandem with any
Option either at the time of the Option grant or thereafter, and (ii) to grant
Restricted Shares under Section III, to determine the number of Restricted
Shares to be granted, and to establish the restrictions and other terms and
conditions to which any Restricted Shares shall be subject. The Committee shall
have sole discretion and authority to construe and interpret the Plan, to make
factual determinations and to establish and amend rules for the administration
of the Plan. The Committee shall have no obligation to treat persons uniformly,
except to the extent otherwise specifically provided in the Plan. All actions
by the Committee may be taken in its sole discretion and shall be conclusive
and binding on all parties.
E. SHARES SUBJECT TO THE PLAN
The Shares to be transferred or sold under the Plan shall be authorized
Shares. Subject to adjustment as provided in Section I.F, (i) the total number
of Shares which may be issued under the Plan shall not exceed (A) 2,850,000
pursuant to the grant of Options (with or without tandem SARs), or (B) 400,000
pursuant to the grant of Restricted Shares, (ii) the number of Shares with
respect to which Options (with or without tandem SARs) may be granted to any
one person shall not exceed 500,000, and (iii) the number of Restricted Shares
which may be granted to any one person shall not exceed 50,000.
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If, during the term of the Plan, an Option expires or terminates prior to the
exercise in full of the Option or of any tandem SARs or Restricted Shares are
forfeited, the number of Shares previously subject to but not delivered under
the Option, SARs or grant of Restricted Shares shall be available for grants,
subject to the above limits on the issuance of Shares. If any Shares which
become available hereunder as a result of expirations, terminations or
forfeitures could not again be available for grants to a Section 16 Insider
under applicable share counting requirements of Rule 16b-3 under the 1934 Act,
such Shares shall be available exclusively for grants to persons other than
Section 16 Insiders. An Option that terminates in whole or in part upon the
exercise of tandem SARs shall be deemed to have been exercised at the time and
to the extent of the exercise of the SARs, and the Shares subject to the
Option, to the extent of the SAR exercise, shall not be available for further
grants.
F. ADJUSTMENTS
The number and kind of Shares which may be issued and with respect to which
grants may or must be made under each Section of the Plan, both in the
aggregate and to any one person, the number of Shares subject to each
outstanding grant of Options, SARs or Restricted Shares, and option prices per
Share, shall be subject to appropriate adjustment by the Committee to prevent
dilution or enlargement of the rights of Optionees and Grantees for any changes
in the number or kind of outstanding Shares resulting from a merger,
recapitalization, stock exchange, stock split, stock dividend, other
extraordinary dividend or distribution, corporate division or other change in
the Company's corporate or capital structure.
G. LIMITATIONS ON RIGHTS OF OPTIONEES, GRANTEES AND PARTICIPANTS
Nothing in the Plan, or in any grant under the Plan, shall confer on any
person any right to continue in the employ of the Company or any of its
Subsidiaries, nor in any way interfere with the right of the Company or any of
its Subsidiaries to terminate the person's employment at any time.
No Optionee shall have any of the rights of a shareholder with respect to any
Shares unless and until he or she has exercised his or her Option (or tandem
SARs) with respect to the Shares and has paid the full purchase price for them.
Except for the Transferability Restrictions and Vesting Restrictions, a Grantee
holding Restricted Shares shall have all the rights of a holder of the Shares,
including the right to receive dividends paid on those Shares and the right to
vote them at meetings of shareholders of the Company.
No Option, SAR or Restricted Share granted or held under the Plan shall be
assignable or otherwise transferable by the Optionee or Grantee, either
voluntarily or involuntarily, except by will or the laws of descent and
distribution.
The obligation of the Company to deliver Shares upon the exercise of an
Option or SAR and the termination of the Restricted Period for Restricted
Shares shall be subject to all applicable laws, rules and regulations, and to
any approvals by governmental agencies as may be deemed appropriate by the
Committee, including, among others, those steps counsel for the Company shall
deem necessary or appropriate to comply with requirements of relevant
securities laws. This obligation shall also be subject to the condition that
the Shares reserved for issuance under the Plan shall have been duly listed on
any national securities exchange which then constitutes the principal trading
market for the Shares.
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<PAGE>
H. TAX WITHHOLDING
Notwithstanding any other provision of the Plan, the number of Shares or the
amount of cash to be delivered to each Section 16 Insider shall be net of the
number of Shares or the amount of cash required to be withheld to meet all
applicable tax withholding requirements. Each other person receiving Shares or
cash shall have the obligation to provide the Company amounts sufficient to
satisfy applicable tax withholding requirements and shall have the right to
meet this obligation by electing to receive Shares or cash net of withholding
or by paying the withholding amount to the Company not later than the time
required by applicable law.
I. AMENDMENT AND DISCONTINUANCE
The Board of Directors may amend, suspend or discontinue the Plan but, except
as provided in Section I.F, may not, without the affirmative vote of the
holders of a majority of the Shares present or represented and entitled to vote
at a meeting of the holders of the Shares, make any amendment to the Plan (a)
which operates (i) to increase the limits set forth in Section I.E, (ii) to
extend the term of the Plan or the maximum option period provided under Section
II.F, (iii) to decrease the minimum option price provided in Section II.E, or
(iv) to materially increase the benefits of Optionees or Grantees or modify the
Plan's eligibility requirements in a manner which would require shareholder
approval under Rule 16b-3 under the 1934 Act ("Rule 16b-3"), or (b) which
causes the Plan not to meet the requirements of Rule 16b-3 in any other
respect. In no event may the Board of Directors amend any provision of the Plan
that constitutes a "plan provision" referred to in Rule 16b-3(c)(2)(ii)(B) more
frequently than once every six months (other than to comport with changes in
the Code).
In addition, subject to the limits in the preceding paragraph, the Committee
may amend the Plan as it applies to employees of any non-United States
Subsidiary or adopt a subplan for those employees, in either case to the extent
deemed necessary or appropriate to comply with legal requirements or to
minimize taxes or regulatory burdens imposed by any jurisdiction outside the
United States.
J. COMPLIANCE WITH RULE 16B-3
The Company intends that the Plan comply in all respects with Rule 16b-3 in
connection with any grant to or other transaction of a Section 16 Insider.
Accordingly, if any provision of this Plan or of any agreement hereunder does
not comply with the requirements of Rule 16b-3 as then applicable, that
provision shall be construed or deemed amended to the extent necessary to
conform to those requirements.
K. CHANGE OF CONTROL
In the event of a Change of Control, the Company shall pay all of the legal
fees and expenses reasonably incurred by an Optionee or Grantee, or his or her
estate or Beneficiary (or by any legal defense trust created by the Company) to
enforce his or her rights under the Plan, as in effect immediately before the
Change of Control. The Company shall pay those fees and expenses promptly after
bills for them are submitted from time to time by attorneys representing the
claimant. However, the Company shall not be obligated to pay those fees and
expenses if it proves in a court of law that the claimant's claim is not well
grounded in fact and warranted by existing law or a good faith argument for the
extension, modification or reversal of existing law. In any such proceeding,
the burden of proof shall be on the
5
<PAGE>
Company. Notwithstanding anything else contained in the Plan, the rights of
Optionees, Grantees and their estates and Beneficiaries under this Section
shall survive amendment of this Section, as well as termination of the Plan,
after a Change of Control, regardless of whether those rights arise before or
after the date of amendment or termination.
L. GOVERNING LAW
The Plan shall be applied and construed in accordance with and governed by
the law of the Commonwealth of Pennsylvania and applicable Federal law.
II. OPTIONS AND SARS
A. ELIGIBILITY
Options, with or without tandem SARs, may be granted from time to time to
salaried employees (including officers) of the Company or any consolidated
United States Subsidiary and Key Employees of any other Subsidiary. From time
to time, the Committee shall designate from among eligible employees those who
will be granted Options or SARs and the number of Shares to be covered by each
grant.
B. CHARACTER OF OPTIONS
It is the intent of the Plan that Options shall be ISOs to the extent, and
only to the extent, that they are so identified in writing in the option
agreement relating to them. All Options not identified as ISOs at the time of
grant are intended to be "nonqualified" or "nonstatutory" Options which are not
ISOs.
C. OPTION AGREEMENT
Each Option granted under the Plan, with or without tandem SARs, shall be
evidenced by an option agreement, which shall be executed by the Company by
manual or facsimile signature and by the Optionee and which shall identify as
an ISO any Option intended to be such. The agreement shall contain such terms
and conditions, not inconsistent with the Plan, as shall be determined by the
Committee.
D. LIMITATION ON ISO GRANTS
The aggregate Fair Market Value (determined on the date the ISO is granted)
of the Shares with respect to which ISOs are exercisable for the first time by
an Optionee during any calendar year shall not exceed $100,000; provided that,
if any portion of an Option originally intended to be an ISO should fail to
satisfy this requirement as a result of an acceleration of the exercisability
of the Option pursuant to Section II.G, that portion shall be exercisable as a
"nonqualified" or "nonstatutory" Option which is not an ISO.
E. OPTION PRICE
The price per Share to be paid by the Optionee on the date an Option is
exercised shall be not less than the Fair Market Value of one Share on the date
the Option is granted; provided that if the Option granted is an ISO and if the
Optionee, on the date of the grant, owns (within the meaning of Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or Subsidiary, the price
per Share to be paid by the Optionee at the time an Option is exercised shall
be not less than 110% of the Fair Market Value of one Share on the date the
Option is granted.
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<PAGE>
F. OPTION TERM
The period during which each Option may be exercised shall be determined by
the Committee, but may not exceed ten years from the date the Option is
granted, subject to the second paragraph of Section II.G in the case of an
Option other than an ISO; provided that, in the case of any ISO granted to any
Optionee who, on the date of the grant, owns (within the meaning of Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any parent or Subsidiary, the
maximum exercise period shall be five years.
G. EXERCISE OF OPTIONS AND SARS
The time or times during which Options and tandem SARs may be exercised and
any conditions pertaining to exercise or the vesting in the Optionee of the
right to exercise Options and tandem SARs shall be determined by the Committee
at the time of grant; provided that, except as provided below, no Option or
tandem SAR shall be exercisable until the Optionee shall have completed one
year as an employee with the Company or its Subsidiaries after the date the
Option was granted.
An Option and tandem SARs shall be exercisable during the Optionee's lifetime
only by the Optionee. Following the termination of an Optionee's active
employment with the Company or any Subsidiary other than by death, the Optionee
may exercise his or her Options or SARs, to the extent they were exercisable by
the Optionee on the date of such termination (unless the Committee accelerates
exercisability), within (i) the period of (A) three months thereafter if such
termination is for Cause or at the Optionee's election (other than at
retirement), (B) five years thereafter if such termination is due to the
Optionee's retirement, or (C) three years thereafter if such termination is for
any other reason, or (ii) such longer period as the Committee determines in
connection with such termination. If an Optionee dies, Options and tandem SARs
exercisable by the Optionee at the time of his or her death (unless the
Committee accelerates exercisibility) may be exercised within one year
thereafter by the Optionee's estate or Beneficiary. However, in no event may
any Option or SAR be exercised by anyone after the later of (i) the final date
upon which the Optionee could have exercised it had the Optionee's active
employment continued to that date, or (ii), except in the case of an ISO, one
year after the Optionee's death.
An Option may be exercised only by a notice in writing complying in all
respects with the applicable option agreement. The notice may instruct the
Company to deliver Shares due upon the exercise of the Option to any registered
broker or dealer approved by the Company (an "approved broker") in lieu of
delivery to the Optionee and in that case shall designate the account into
which the Shares are to be deposited. The Optionee may tender such notice,
properly executed by the Optionee, together with the aforementioned delivery
instructions, through an approved broker. The purchase price of the Shares for
which an Option is exercised shall be paid in cash or by check, except that the
Committee may allow such payment to be by surrender of unrestricted Shares
(valued at their Fair Market Value on the date of exercise) or by a combination
of cash, check and unrestricted Shares.
H. STOCK APPRECIATION RIGHTS
The Committee may grant SARs only in tandem with an Option, either when the
Option is granted or at any time thereafter while the Option remains
outstanding, to any person who at that time is eligible to be granted an
Option. The number of SARs granted to a person which shall be exercisable
during any given period shall not exceed the number of Shares which he or she
may purchase upon the exercise of
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<PAGE>
the tandem Option during such period of time. Upon the exercise of an Option,
the tandem SARs relating to the Shares covered by the exercise shall terminate.
Upon the exercise of SARs, the tandem Option to the extent of an equal number
of Shares shall terminate.
Upon an Optionee's exercise of some or all of his or her SARs, the Optionee
shall receive in settlement of the SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised, payable in cash, Shares or
a combination thereof. The stock appreciation for an SAR is the difference
between (i) the Fair Market Value of the underlying Share on the date of the
exercise of the SAR and (ii) the option price specified for the tandem Option
or, if higher, the Fair Market Value of a Share as of the date of grant of the
SAR, but only where the SAR is granted after the tandem Option and use of the
original option price for the tandem Option would result in the disallowance of
the Company's expense deduction pursuant to Section 162(m) of the Code. At the
time of exercise of SARS, the Optionee shall have the right to elect the
portion of the amount to be received that shall consist of cash and the portion
that shall consist of Shares which, for purposes of calculating the number of
Shares to be received, shall be valued at their Fair Market Value on the date
of exercise. The Committee may disapprove an Optionee's election to receive
cash in full or partial settlement of the SARs exercised, and to require that
Shares be delivered in lieu of cash. If Shares are to be received, cash shall
be delivered in lieu of any fractional Share.
SARs are exercisable only during the period when the tandem Option is also
exercisable. However, in no event shall SARs be exercisable during the first
six months after being granted, except that SARs shall be exercisable at the
time of death or total and permanent disability of the Optionee if the tandem
Option is then exercisable. No SARs may be exercised for cash, in whole or in
part, except during the period beginning on the third Business Day following
the date of release of the Company's quarterly and annual summary statements of
sales and earnings and ending on the twelfth Business Day following the date of
that release.
III. RESTRICTED SHARES
A. ELIGIBILITY
Restricted Shares may be granted from time to time to salaried employees of
the Company or any consolidated United States Subsidiary, and to Key Employees
of any other Subsidiary.
B. GRANT OF RESTRICTED SHARES
The Committee may grant Restricted Shares to eligible persons at any time.
The Committee shall determine the number of Restricted Shares to be included in
the grant and the period or periods during which the Transferability
Restrictions applicable to the Restricted Shares will be in force (the
"Restricted Period"); provided that the Restricted Period shall not be less
than six months. The Restricted Period may be the same for all Restricted
Shares granted at a particular time or to any one Grantee or may be different
with respect to different Grantees or with respect to various of the Restricted
Shares granted to the same Grantee, all as determined by the Committee at the
time of grant.
Each grant of Restricted Shares under the Plan shall be evidenced by an
agreement which shall be executed by the Company and the Grantee. The agreement
shall contain such terms and conditions, not inconsistent with the Plan, as
shall be determined by the Committee.
8
<PAGE>
C. TRANSFERABILITY RESTRICTIONS
During the Restricted Period, Restricted Shares may not be sold, assigned,
transferred or otherwise disposed of, or mortgaged, pledged or otherwise
encumbered. Furthermore, a Grantee's right, if any, to receive Shares upon
termination of the Restricted Period may not be assigned or transferred except
by will or by the laws of descent and distribution.
D. VESTING RESTRICTIONS
With respect to each grant of Restricted Shares, the Committee shall
determine the Vesting Restrictions which will apply to the Restricted Shares
for all or part of the Restricted Period. By way of illustration but not by way
of limitation, the Committee may provide (i) that the Grantee will not be
entitled to receive any Shares unless he or she is still employed by the
Company or its Subsidiaries at the end of the Restricted Period, or (ii) that
the Grantee will become vested in Restricted Shares (A) according to a schedule
determined by the Committee, (B) at the end of or during the Restricted Period
based upon the achievement (in such manner as the Committee may determine) of
performance goals determined by the Committee, or (C) in any combination of the
foregoing or under other terms and conditions determined by the Committee, and
(iii) how any Vesting Restrictions will be applied, modified or accelerated in
the case of the Grantee's death, total and permanent disability or retirement.
The performance goals, if any, set by the Committee for any Grantee may be
(i) individual performance goals applicable to the Grantee, (ii) performance
goals for the Company or the division, business unit, staff organization or
Subsidiary by which the Grantee is employed, (iii) performance goals set for
the Grantee under any other plan providing for incentive compensation for the
Grantee, or (iv) any combination of such goals. Performance goals set at the
time of the grant of any Restricted Shares may be revised at any time prior to
the beginning of the last year of the Restricted Period, but only to take into
account significant changes in circumstances as determined by the Committee. If
the Committee deems the Vesting Restrictions inappropriate for any Grantee, it
may approve the award and delivery to the Grantee of all or any portion of the
Restricted Shares then held in escrow pursuant to Section III.E.
E. MANNER OF HOLDING AND DELIVERING RESTRICTED SHARES
Each certificate issued for Restricted Shares shall be registered in the name
of the Grantee and deposited with the Company or its designee in an escrow
account, accompanied by a stock power executed in blank by the Grantee covering
the Restricted Shares. These certificates shall remain in escrow until the end
of the applicable Restricted Period or, if the Committee has provided for
earlier termination of the Transferability Restrictions following a Grantee's
death, total and permanent disability, retirement or earlier vesting of the
Shares, such earlier termination of the Transferability Restrictions. At
whichever time is applicable, certificates representing the number of Shares to
which the Grantee is then entitled shall be released from escrow and delivered
to the Grantee free and clear of the Transferability Restrictions; provided
that in the case of a Grantee who is not entitled to receive the full number of
Shares evidenced by the certificates then being released from escrow because of
the application of the Vesting Restrictions, those certificates shall be
returned to the Company and cancelled and a new certificate representing the
Shares, if any, to which the Grantee is entitled pursuant to the Vesting
Restrictions shall be issued and delivered to the Grantee, free and clear of
the Transferability Restrictions.
9
<PAGE>
F. TRANSFER IN THE EVENT OF DEATH, DISABILITY OR RETIREMENT
Notwithstanding a Grantee's death, total and permanent disability or
retirement, the certificates for his or her Restricted Shares shall remain in
escrow and the Transferability Restrictions shall continue to apply to those
Restricted Shares unless the Committee determines otherwise. Upon the
termination of the Transferability Restrictions, either upon the Committee's
determination or at the end of the Restricted Period, as the case may be, the
portion of the Grantee's Restricted Shares to which he or she is entitled,
determined pursuant to his or her applicable Vesting Restrictions, shall be
awarded and delivered to the Grantee or to the Grantee's estate or Beneficiary,
as the case may be. However, the Committee may award and deliver all or any
greater portion of the Restricted Shares to the Grantee or to such person or
persons.
10
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Exhibit 5
---------
October 25, 1994
Scott Paper Company
Scott Plaza
Philadelphia PA 19113
Re: Registration Statement on Form S-8
for Scott Paper Company
---------------------------------------
Ladies and Gentlemen:
I am Staff Vice President and Chief Financial Counsel of Scott Paper
Company, a Pennsylvania corporation (the "Company") and have participated in the
preparation of a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to the offering of up
to 4,000,000 Common Shares, without par value, of the Company (the "Common
Shares"), to be issued pursuant to options granted or to be granted under the
1994 Long-term Incentive Plan and the Employment Agreement dated April 19, 1994
between the Company and Albert J. Dunlap (the "Plans"). I have examined such
records, documents, statutes and decisions as I have deemed relevant in
rendering this opinion. In my examination I have assumed the genuineness of
documents submitted to me as originals and the conformity with the original of
all documents submitted to me as copies thereof.
In my opinion, the Common Shares to be issued upon the exercise of options
granted or to be granted in accordance with the terms of the Plans will be, when
issued in accordance with the terms of such options and the Plans, validly
issued, fully paid and nonassessable Common Shares.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I
am acting within the category of persons whose consent is required under Section
7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Frank W. Bubb, III
----------------------------
Frank W. Bubb, III
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
January 25, 1994, which appears on page 19 of the 1993 Annual Report to
Shareholders of Scott Paper Company, which is incorporated by reference in Scott
Paper Company's Annual Report on Form 10-K for the year ended December 25, 1993.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 18 of such Annual Report on Form 10-
K. We also consent to the reference to us under the heading "Experts" is such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
October 24, 1994
<PAGE>
Exhibit 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in
his or her position as a Director and, where applicable, also as an officer of
Scott Paper Company, does hereby nominate, constitute and appoint J. P. Murtagh,
S. D. Ford and F. W. Bubb, III, or any one of them, as his or her agents or
agent and attorneys or attorney in fact, in his or her name to execute on behalf
of Scott Paper Company a Registration Statement, or Statements, to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with the registration under said Act of the Common Shares
of the Company to be offered under the Scott Paper Company 1994 Long-Term
Incentive Plan and the Employment Agreement dated April 19, 1994 between Scott
Paper Company and Albert J. Dunlap, the authority herein given to include
execution of amendments to any part of any such Registration Statement, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 19th day of July 1994.
/s/ William A. Andres /s/ J. Richard Leaman, Jr.
- ----------------------------- -------------------------------------
William A. Andres J. Richard Leaman, Jr.
/s/ Jack J. Crocker /s/ Richard K. Lochridge
- ----------------------------- -------------------------------------
Jack J. Crocker Richard K. Lochridge
/s/ Albert J. Dunlap /s/ Bruce K. MacLaury
- ----------------------------- -------------------------------------
Albert J. Dunlap Bruce K. MacLaury
/s/ John F. Fort, III /s/ Claudine B. Malone
- ----------------------------- -------------------------------------
John F. Fort, III Claudine B. Malone
/s/ Peter Harf /s/ Gary L. Roubos
- ----------------------------- -------------------------------------
Peter Harf Gary L. Roubos
/s/ Paula Stern
--------------------------------
Paula Stern
