<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-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
SCOTT PAPER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1065080
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Scott Plaza
Philadelphia, Pennsylvania 19113-1585
(610) 522-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FRANK W. BUBB, III, ESQ.
STAFF VICE PRESIDENT AND CHIEF FINANCIAL COUNSEL
SCOTT PAPER COMPANY
SCOTT PLAZA
PHILADELPHIA, PENNSYLVANIA 19113-1585
(610) 522-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPY TO:
ROBERT J. LICHTENSTEIN
MORGAN, LEWIS & BOCKIUS
2000 ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-6933
----------------------------
Approximate date of commencement of proposed sale to which this
Registration Statement relates: 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, check the following box. [x]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<S> <C> <C> <C> <C>
Proposed
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED/(1)/ PER SHARE/(2)/ PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Common Shares, without par value 26,316 shares $62.50 $1,644,750 $567.16
==================================================================================================================================
</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 pursuant to Rule 457(c) on the basis of the average of the high
and low price of Common Shares reported in the consolidated reporting system
as of October 20, 1994.
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.
<PAGE>
PROSPECTUS
26,316 Shares
SCOTT PAPER COMPANY
Common Shares
without par value
-------------------------------
This Prospectus relates to 26,316 Common Shares, without par value
("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-3 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.
2
<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
3
<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 by the Selling Shareholder from the Company pursuant to the Selling
Shareholder's Employment Agreement with the Company dated April 19, 1994 (the
"Employment Agreement"). Under the Employment Agreement, the Selling
Shareholder agreed to invest $1,000,000 in Common Shares by purchasing the
26,316 Shares from the Company at a price of $38.00 per share, effective as of
the date of the Employment Agreement. The last sale price of Common Shares on
that date, as reported in The Wall Street Journal, New York Stock Exchange -
Composite Transactions, was $37.75.
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 is currently the Chairman and Chief Executive Officer of the
Company.
<TABLE>
<CAPTION>
Beneficial Ownership of Common Shares
-------------------------------------
Number of Number of
Common Shares Common Shares
Name of Number of to be sold to be owned
Selling Common Shares owned Percent under this after completion
Shareholder prior to offering/1/ of class Prospectus of offering/1/
- ----------- -------------------- --------- ------------ --------------
<S> <C> <C> <C> <C>
Albert J. Dunlap 891,416 1.2 % 26,316 865,100
</TABLE>
_______________
/1/ Includes 750,000 Common Shares subject to options, which vest at the rate
- of 20% per year on April 19 of 1995, 1996, 1997, 1998 and 1999, granted
under the Employment Agreement 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, 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
4
<PAGE>
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.
5
<PAGE>
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling Shareholder or by
any other person. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy a security other than the Common Shares offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which such offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any offer or sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company of that information contained herein is correct as of any
time subsequent to the date hereof.
============
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
---
<S> <C>
Available Information.................................... 2
Information Incorporated
by Reference........................................... 2
The Company.............................................. 3
Recent Developments...................................... 3
Use of Proceeds.......................................... 4
Selling Shareholder...................................... 4
Plan of Distribution..................................... 4
Legal Opinion............................................ 5
Experts.................................................. 5
</TABLE>
================================================================================
================================================================================
26,316 Shares
SCOTT PAPER COMPANY
Common Shares
----------------------
PROSPECTUS
----------------------
October 25, 1994
================================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with this offering:
<TABLE>
<S> <C>
Registration Fee........................................ $ 567.16
Miscellaneous........................................... 2,000.00
--------
Total........................................... $2,567.16
========
</TABLE>
ITEM 15. 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-law permit the Company
to secure its indemnification 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 16. EXHIBITS.
The exhibits filed as part of this registration statement are as
follows:
EXHIBIT
NO. EXHIBIT
- ------- -------
4 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 re legality.
23.1 Consent of counsel (included in opinion filed as Exhibit 5).
II-1
<PAGE>
23.2 Consent of Price Waterhouse LLP, independent accountants.
24 Power of Attorney
ITEM 17. 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 paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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.
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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Tinicum, Pennsylvania on the 25th day of October,
1994.
Scott Paper Company
By: /s/ Albert J. Dunlap
---------------------------------------
Albert J. Dunlap
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
/s/Albert J. Dunlap 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
(Principal Accounting Officer)
</TABLE>
II-3
<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
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. PAGE
- ------- ----
4 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 re legality
23.1 Consent of counsel (included in opinion filed as Exhibit 5)
23.2 Consent of Price Waterhouse LLP, independent accountants
24 Power of Attorney
<PAGE>
Exhibit 5
---------
October 25, 1994
Scott Paper Company
Scott Plaza
Philadelphia PA 19113
Re: Registration Statement on Form S-3
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-3 (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 26,316 Common Shares, without par value, of the Company (the "Common
Shares"), all of which shares are owned by Albert J. Dunlap (the "Selling
Shareholder"). 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 sold by the Selling Shareholder are
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-3 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" in 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 for resale under said Act of the
Common Shares of the Company purchased from the Company by Albert J. Dunlap
pursuant to 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
