SCOTT PAPER CO
S-8 POS, 1996-05-15
PAPER MILLS
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<PAGE>   1
As filed with the Securities and Exchange Commission
on May 15, 1996
                                                       Registration No. 33-56159
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------
                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            -----------------------
                         KIMBERLY-CLARK TISSUE COMPANY
                    (FORMERLY KNOWN AS SCOTT PAPER COMPANY)
             (Exact name of registrant as specified in its charter)
                            -----------------------

        PENNSYLVANIA                                          23-1065080
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (214) 281-1200
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                            -----------------------
               SCOTT PAPER COMPANY 1994 LONG-TERM INCENTIVE PLAN
                                      AND
               EMPLOYMENT AGREEMENT DATED APRIL 19, 1994 BETWEEN
                    SCOTT PAPER COMPANY AND ALBERT J. DUNLAP
                               Full Title of Plan
                            -----------------------
                               O. GEORGE EVERBACH
                             SENIOR VICE PRESIDENT
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                    (Name and address of agent for service)

                                 (214) 281-1200
         (Telephone number, including area code, of agent for service)
                            -----------------------
                                   Copies to:
                             JOSEPH S. EHRMAN, ESQ.
                                SIDLEY & AUSTIN
                            ONE FIRST NATIONAL PLAZA
                            CHICAGO, ILLINOIS 60603
================================================================================
<PAGE>   2
                 This Post-Effective Amendment No. 1 to Registration Statement
No. 33-56159 is being filed by Kimberly-Clark Tissue Company (formerly known
as Scott Paper Company) to remove from registration under the Securities Act of
1933, as amended, the securities which remain unsold pursuant to such
Registration Statement on the date of this filing.  No further offering of such
securities will be made.
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
previously met all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irving, State of Texas, on this 15th day of May, 1996.

                                         KIMBERLY-CLARK TISSUE COMPANY
                                         (formerly known as Scott Paper Company)

                                         By: Thomas J. Falk
                                             --------------
                                             Thomas J. Falk
                                             President

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons, in the capacities indicated, on this 15th day of May,
1996.

Name and Signature                Title
- ------------------                -----

Thomas J. Falk                    President and Director
- --------------                    (Principal Executive Officer)
Thomas J. Falk                    


John W. Donehower                 Senior Vice President and Chief
- -----------------                 Financial Officer and Director 
John W. Donehower                 (Principal Financial Officer) 
                                                                


Randy J. Vest                     Vice President and Controller
- -------------                     (Principal Accounting Officer)
Randy J. Vest                     

O. George Everbach                Director
- ------------------                        
O. George Everbach


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