SCOTT PAPER CO
10-K/A, 1995-03-31
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
 For the Fiscal Year Ended December 31,      Commission File Number 1-2300
                  1994
 
                              SCOTT PAPER COMPANY
 
       A Pennsylvania Corporation         IRS Employer Identification No. 23-
                                                        1065080
 
                                  Scott Plaza
                     Philadelphia, Pennsylvania 19113-1585
                            Telephone (610) 522-5000
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                              NAME OF EACH EXCHANGE
      TITLE OF EACH CLASS                      ON WHICH REGISTERED
-------------------------------- ----------------------------------------------
<S>                              <C>
Cumulative Senior Preferred
 Shares (without par value)
 Series designated $3.40 Cumula-
  tive Senior Preferred Shares.. Philadelphia Stock Exchange
 Series designated $4.00 Cumula-
  tive Senior Preferred Shares.. Philadelphia Stock Exchange
Common Shares (without par val-  New York Stock Exchange; Philadelphia Stock
 ue)............................  Exchange; Pacific Stock Exchange
</TABLE>
 
  INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [_]
 
  INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
 
  STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING:
$5,839,610,000 AT THE CLOSE OF BUSINESS ON FEBRUARY 17, 1995.
 
  INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 76,086,131 COMMON SHARES
OUTSTANDING AS OF FEBRUARY 17, 1995.
 
DOCUMENTS INCORPORATED BY REFERENCE: (1) THE COMPANY'S 1994 ANNUAL REPORT TO
SHAREHOLDERS INCORPORATED PARTIALLY IN PARTS I AND II HEREOF AND (2) THE
COMPANY'S PROXY STATEMENT DATED MARCH 10, 1995, INCORPORATED PARTIALLY IN PARTS
II AND III HEREOF.
 
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                                       1
<PAGE>
 

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this amendment to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                               SCOTT PAPER COMPANY

                                          -------------------------------
                                                   (Registrant)

                                          By: /s/ Frank W. Bubb, III
                                              ---------------------------
                                              Frank W. Bubb, III
                                              Staff Vice President and Chief
                                              Financial Counsel

Dated: March 31, 1995

<PAGE>
 
                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS that each of the undersigned Directors 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 its Annual Report to the Securities and Exchange 
Commission on Form 10-K for the fiscal year ended December 31, 1994, the 
authority herein given to include execution of amendments to any part of such 
Annual Report on Form 10-K, 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 28th day of March 1995.


    /s/ William A. Andres               /s/ Richard K. Lochridge
--------------------------------     --------------------------------
        William A. Andres                   Richard K. Lochridge


   /s/ Jack J. Crocker                  /s/ Bruce K. MacLaury
--------------------------------     --------------------------------
       Jack J. Crocker                      Bruce K. MacLaury


   /s/ Albert J. Dunlap                 
--------------------------------     --------------------------------
       Albert J. Dunlap                     Claudine B. Malone


                                        /s/ Gary L. Roubos
--------------------------------     --------------------------------
       John F. Fort, III                    Gary L. Roubos


   /s/ Peter Harf                                         
--------------------------------     --------------------------------
       Peter Harf                           Paula Stern


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