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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 24, 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 5 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 25, 1994
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EXHIBIT INDEX
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Exhibit Page
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99 News Release dated October 24, 1994 4
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Exhibit 99
SCOTT PAPER SIGNS LETTER OF INTENT FOR $350 MILLION
ENERGY FACILITY SALE
PLANS TO DIVEST ADDITIONAL NONSTRATEGIC ASSETS FOR $1 BILLION
PHILADELPHIA, Pa., October 24, 1994 -- Scott Paper Company today announced that
it has signed a letter of intent to sell its Mobile, Ala. energy and recovery
complex for $350 million to a wholly owned subsidiary of The Southern Company.
The transaction, pending regulatory approvals, is expected to close by December.
The Company also confirmed that it is accelerating its drive to divest
additional nonstrategic assets and is currently exploring a number of asset
sales.
Today's announcements follow Scott's earlier announcement of the sale of S.D.
Warren, its printing and publishing papers subsidiary, for $1.6 billion to a
global investment group headed by Sappi Ltd. of Johannesburg, South Africa.
The combined proceeds of these divestitures are expected to approximate $3
billion.
"Scott is on a fast track toward repositioning itself as a consumer products
company," said Albert J. Dunlap, Scott chairman and chief executive officer.
"This marks the completion of another key phase of my plans for Scott. We have
now looked at all of our assets to determine what fits with our future. The
Mobile energy complex is one of a number of assets where we can free up capital
to invest in our core business."
In addition to the Mobile energy and recovery complex sale, these assets
include Scott's energy complex in Chester, Pa., its global pulp operations,
approximately 1.5 million acres of timberland, and real estate, including its
corporate headquarters buildings. Scott businesses being considered for
divestiture include its U.S. and U.K. foodservice businesses as well as certain
other noncore businesses.
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Scott Paper
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"The sale of these assets will reduce our capital intensity, allow us to
redeploy the proceeds to strengthen our balance sheet bY reducing debt and help
build the foundation to transition Scott to a global consumer products
company," Dunlap said. "The repurchase of Company stock is also under
consideration."
Dunlap added, "It is interesting to note that several key Wall Street observers,
in anticipating our actions, have already commented favorably about the
implications for Scott and our shareholders."
Under the terms of the proposed transaction at Mobile, The Southern Company
subsidiary will provide energy services at market-based prices to Scott Paper's
tissue and pulp mills as well as the S.D. Warren mill, located at the Mobile
site.
"We are pleased to enter into this long-term relationship with one of our major
customers -- a relationship that will help Scott meet its energy needs and
further Southern Electric International's global strategy," Southern Company
President A.W. Dahlberg said.
The energy assets include three turbine generators, three power boilers, two
recovery boilers, certain electrical distribution equipment, control equipment
and related facilities. These assets have a generating capacity of 105
megawatts and generate steam at a rate of 2 million lbs./hour.
Southern Electric International, Inc. (SEI), another wholly owned subsidiary of
The Southern Company, will operate the energy and recovery complex. SEI will
assume employment of the approximately 120 Scott employees who currently work at
the facility.
Southern is the holding company for regulated utilities in Alabama, Georgia,
Mississippi and Florida.
Salomon Brothers has served as the lead financial advisor to Scott on its global
asset dispositions.
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