<PAGE>
As filed with the Securities and Exchange Commission on
November 9, 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
NON-U.S. EMPLOYEES' STOCK OPTION PLAN
(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)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
Common
shares,
without
par value 400,000 $66.4375(2) $26,575,000 $9,163.79
</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 November 3, 1994.
<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.
- ------ --------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) 1994 Non-U.S. Employees' Stock Option Plan
4(b) 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
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
<PAGE>
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 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
<PAGE>
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 8th day of November, 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 below by the following persons in the
capacities and on the dates indicated.
Signature and Title Date
- ------------------- ----
/s/ Albert J. Dunlap November 8, 1994
- ---------------------
Albert J. Dunlap
Chairman and
Chief Executive Officer
/s/ Basil L. Anderson November 8, 1994
- ----------------------
Basil L. Anderson
Vice President, Treasurer and
Chief Financial Officer
/s/ Edward B. Betz November 8, 1994
- -------------------
Edward B. Betz
Vice President and
Controller
<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
A majority of the Board of Directors
By /s/ Frank W. Bubb, III
-----------------------
Frank W. Bubb, III
Attorney-in-fact
Date: November 8, 1994
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description of
Number Exhibit
- ------- --------------
4(a) 1994 Non-U.S. Employees' Stock Option Plan
4(b) 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
<PAGE>
Exhibit 4(a)
------------
SCOTT PAPER COMPANY
1994 NON-U.S. EMPLOYEES' STOCK OPTION PLAN
I. GENERAL
A. PURPOSE
The purpose of the 1994 Non-U.S. Employees' Stock Option Plan (the
"Plan") is to promote the interests of Scott Paper Company (the "Company") and
its shareholders by attracting and retaining salaried employees of non-United
States Subsidiaries of the Company 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 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
<PAGE>
(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.
"Committee" means the committee consisting of the Company's Chairman
and Chief Executive Officer, Senior Vice President, Finance and Administration,
Senior Vice President and General Counsel, and Vice President, Treasurer and
Chief Financial Officer, which shall administer the Plan.
"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.
"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.
"SAR" means a stock appreciation right granted under Section II,
subject to the terms and conditions set forth in the Plan.
"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 (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.
C. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective on July 20, 1994. The term during
which Options and SARs may be granted under the Plan
<PAGE>
shall expire on April 1, 1995.
D. ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the terms
and conditions set forth in the Plan, the Committee shall have sole discretion
and authority 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. 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
400,000 pursuant to the grant of Options (with or without tandem SARs) and (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 250,000.
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 are forfeited, the
number of Shares previously subject to but not delivered under the Option or
SARs shall be available for grants, subject to the above limits on the issuance
of Shares. 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 or SARs, and option prices per Share, shall be
subject to appropriate adjustment by the Committee to prevent dilution or
enlargement of the rights of Optionees 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.
<PAGE>
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.
No Option or SAR granted or held under the Plan shall be assignable
or otherwise transferable by the Optionee, 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 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.
H. TAX WITHHOLDING
Notwithstanding any other provision of the Plan, the number of Shares
shall be net of the number of Shares required to be withheld to meet all
applicable tax withholding requirements. Each other person receiving Shares
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 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 at
any time. In addition, 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. CHANGE OF CONTROL
<PAGE>
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 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 Company. Notwithstanding anything else contained in the
Plan, the rights of Optionees 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.
K. 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 of any non-United States Subsidiary. No Director or
officer of the Company, and no employee of the Company or any United States
Subsidiary, shall be eligible for grants under the Plan. 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. 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. The agreement shall contain
such terms and conditions, not inconsistent with the Plan, as shall be
determined by the Committee.
C. OPTION PRICE
There shall be no restriction on the price per Share to be paid by the
Optionee on the date an Option is exercised.
D. OPTION TERM
<PAGE>
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.
E. 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.
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, 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 within the period of three months thereafter. However,
in no event may any Option or SAR be exercised by anyone after the final date
upon which the Optionee could have exercised it had the Optionee's active
employment continued to that date.
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 for
Optionees 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.
F. 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.
SARs are exercisable only during the period when the tandem Option is also
exercisable. 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 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
<PAGE>
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. 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.
<PAGE>
Exhibit 5
---------
November 9, 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 400,000 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 Non-U.S. Employees' Stock Option Plan (the "Plan"). 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 Plan will be, when
issued in accordance with the terms of such options and the Plan, 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>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in 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.
/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
November 8, 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 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 securities to be offered under the Scott
Paper Company 1994 Non-U.S. Employees' Stock Option Plan, 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 20th day of September 1994.
/s/ William A. Andres
- --------------------- ---------------------------------
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
