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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 1994
SCOTT PAPER COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-2300 23-1065080
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
Scott Plaza
Philadelphia, Pennsylvania 19113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 522-5000
None
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(Former name or former address, if changed since last report)
Page 1 of 6 Pages
Exhibit Index on Page 3
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Item 5. Other Events
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See the news release attached hereto as Exhibit 99, the text of which is
incorporated herein by reference.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCOTT PAPER COMPANY
By: /s/ John P. Murtagh
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John P. Murtagh
Senior Vice President, General
Counsel and Secretary
Date: October 11, 1994
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EXHIBIT INDEX
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Exhibit Page
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99 News Release dated October 10, 1994 4
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Exhibit 99
SCOTT PAPER TO SELL S.D. WARREN FOR $1.6 BILLION
PHILADELPHIA, Pa., October 10, 1994 -- Scott Paper Company announced today that
it has signed an agreement of sale with a global investment group for S.D.
Warren, Scott's printing and publishing papers subsidiary, for $1.6 billion,
subject to certain adjustments. The transaction is expected to close by
mid-December once certain conditions are met.
The investment group is headed by Sappi, Ltd., South Africa's leading paper and
forest products company. The group also includes DLJ Merchant Banking Partners,
L.P. and its affiliated funds as well as UBS Capital Corporation, the U.S.
private investment arm of the Union Bank of Switzerland.
This announcement marks the completion of three of four key initiatives
established by Albert J. Dunlap, Scott's chairman and chief executive officer,
to revitalize Scott.
"I congratulate Sappi for taking advantage of this unique opportunity to
strengthen their business with the addition of the world's leading producer of
high quality, coated free papers," Dunlap said. "S.D. Warren is a great
business, and I believe it will only benefit from the alliance."
Eugene van As, chairman and chief executive officer of Sappi, described the
acquisition of S.D. Warren as a perfect strategic fit. "This is a once in a
lifetime opportunity for us. It is the key step for Sappi in becoming the global
leader in the fastest-growing segment of the paper industry -- coated free
paper," Mr. van As said.
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Dunlap described the sale as a major milestone in Scott's 115-year history and
a key initiative in transitioning the company from a paper company to a
fast-moving, consumer products company.
The proceeds from the sale will be redeployed to strengthen Scott's financial
position by repaying debt and to support key strategies to grow and improve
Scott's global tissue business. Other uses for the proceeds, including the
repurchasing of Scott stock, are also under consideration, according to Dunlap.
"Our sole criterion for these decisions continues to be directed at our number
one priority: increasing shareholder value," said Dunlap. "We have, in only six
months, essentially completed the first three parts of a four-part program for
Scott that was announced earlier this year at our annual meeting."
During that time, Scott has implemented a major one-time restructuring and put
in place a new management reporting structure and experienced management team.
"We are currently making excellent progress on the fourth and most important
part of the program--developing new and improved strategies for our core
tissue business," said Dunlap. "Our recently announced joint venture in China
and the ground breaking for a new converting site in Arizona are the first steps
along the path to make Scott a sharply focused, low-cost competitor."
"I am more optimistic than ever about Scott's future," Dunlap said.
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S.D. Warren, a Scott subsidiary since 1967, is the world's largest manufacturer
of coated free paper used in high-quality magazines, advertising brochures and
annual reports.
Scott is being represented by Salomon Brothers Inc. and Goldman, Sachs &
Company.
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