-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VoBh+ZWcwTy5VvIQQBg0EBhc04Z382fKrw49Je0wZcBqP7AwQn72xyCZTtD2y5nA 8pg6uKDp+XDLV5TfZrcnVA== 0000950117-97-001686.txt : 19971021 0000950117-97-001686.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950117-97-001686 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CAMP CORP CENTRAL INDEX KEY: 0000100783 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 135652423 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-38249 FILM NUMBER: 97697992 BUSINESS ADDRESS: STREET 1: 1600 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2016282000 MAIL ADDRESS: STREET 1: 1600 VALLEY ROAD CITY: WAYNE STATE: NJ ZIP: 07470 FORMER COMPANY: FORMER CONFORMED NAME: UNION BAG CAMP PAPER CORP DATE OF NAME CHANGE: 19660921 S-3 1 UNION CAMP CORPORATION S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997 REGISTRATION NO. 333- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ UNION CAMP CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------ VIRGINIA 13-5652423 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1600 VALLEY ROAD WAYNE, NEW JERSEY 07470 (973) 628-2000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ DIRK R. SOUTENDIJK, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY UNION CAMP CORPORATION 1600 VALLEY ROAD WAYNE, NEW JERSEY 07470 (973) 628-2000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: KEVIN KEOGH, ESQ. STEPHEN A. GRANT, ESQ. WHITE & CASE SULLIVAN & CROMWELL 1155 AVENUE OF THE AMERICAS 125 BROAD STREET NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10004
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1)(2) FEE Debt Securities............................... U.S.$400,000,000 100% U.S.$400,000,000 $121,212
(1) Or, if any Debt Securities are issued as an original issue discount or with a principal amount denominated in a foreign currency or currency unit, such principal amount as shall result in an aggregate initial offering price the equivalent of U.S.$400,000,000 at the time of initial offering. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ________________________________________________________________________________ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED OCTOBER 20, 1997 $400,000,000 UNION CAMP CORPORATION DEBT SECURITIES ------------------------ Union Camp Corporation ('Union Camp' or the 'Company') may from time to time offer its debt securities consisting of debentures, notes or other unsecured evidences of indebtedness ('Securities') at an aggregate initial public offering price not to exceed U.S. $400,000,000 or its equivalent in any other currency, units of two or more currencies or in a composite currency. If Securities are sold at an original issue discount, the Company may issue such higher principal amount as may be sold for an initial public offering price of up to $400,000,000 or its equivalent. The Securities may be offered as separate series in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements to this Prospectus. The Company may sell Securities to or through underwriters, and also may sell Securities directly to other purchasers or through agents. See 'Plan of Distribution'. The terms of the Securities, including, where applicable, the specific designation, aggregate principal amount, denominations (which may be in United States dollars, in any other currency, units of two or more currencies or in a composite currency), maturity, rate (which may be fixed or variable) and time of payment of interest, if any, terms for redemption at the option of the Company or the holder, terms for sinking or purchase fund payments, the initial public offering price, the names of any underwriters or agents, the principal amounts, if any, to be purchased by underwriters or agents and the compensation, if any, of such underwriters or agents and the other terms in connection with the offering and sale of the Securities in respect of which this Prospectus is being delivered, are set forth in the accompanying Prospectus Supplement ('Prospectus Supplement'). ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS , 1997. AVAILABLE INFORMATION Union Camp is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the '1934 Act'), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the 'Commission'). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the following regional offices of the Commission: New York Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained at prescribed rates by writing to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a web site on the internet at http://www.sec.gov, that contains the Company's reports, proxy statements and other information. Such material can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104. This Prospectus constitutes part of a Registration Statement filed by Union Camp with the Commission under the Securities Act of 1933, as amended. In accordance with the regulations of the Commission, this Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Securities offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (filed with the Commission on March 27, 1997), Quarterly Reports on Form 10-Q for the quarters March 31, 1997 (filed with the Commission on May 14, 1997) and June 30, 1997 (filed with the Commission on August 13, 1997) and Proxy Statement for the Annual Meeting of Stockholders on April 29, 1997 (filed with the Commission on March 21, 1997). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the Securities offered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. UNION CAMP WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO MR. DIRK R. SOUTENDIJK, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, UNION CAMP CORPORATION, 1600 VALLEY ROAD, WAYNE, NEW JERSEY 07470, TELEPHONE: (973) 628-2000. 2 THE COMPANY Union Camp Corporation, a Virginia corporation, is engaged principally in the manufacture and sale of paper and paperboard, packaging products and wood products, and the production and sale of a wide variety of wood-based and non-wood-based chemicals, including aroma chemicals and flavor and fragrance ingredients produced and sold by its majority-owned subsidiary, Bush Boake Allen Inc. Union Camp controls approximately 1.6 million acres of timberlands in Georgia, Alabama, Virginia, Florida, North Carolina and South Carolina, most of which are owned by the Company. Union Camp's principal executive offices are located at 1600 Valley Road, Wayne, New Jersey 07470 and its telephone number is (973) 628-2000. As used in this Prospectus, the terms 'Union Camp' and the 'Company' mean Union Camp Corporation and its subsidiaries unless the context otherwise requires. USE OF PROCEEDS Unless otherwise set forth in the applicable Prospectus Supplement, Union Camp intends to use the net proceeds from the sale of the Securities for general corporate purposes which may include the repurchase or redemption of outstanding debt obligations, funds for working capital and capital expenditures. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges was 1.6 for the six months ended June 30, 1997 and 2.3, 6.5, 2.3, 1.7 and 1.4 for the fiscal years ended December 31, 1996, 1995, 1994, 1993 and 1992, respectively. The ratio of earnings to fixed charges was calculated based on information obtained from the Company's books and records. In computing the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges, less interest capitalized net of amount amortized. Fixed charges consist of interest costs on borrowed funds, including capitalized interest, and a reasonable approximation of the imputed interest on non-capitalized lease payments. DESCRIPTION OF SECURITIES The Securities are to be issued under an Indenture dated as of November 1, 1994 (the 'Indenture'), between the Company and The Bank of New York, as successor to NationsBank of Georgia, National Association, as Trustee (the 'Trustee'). The following summary statements with respect to the Securities do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the detailed provisions of the Indenture. Whenever any particular section of the Indenture or any term defined therein is referred to, such section or definition is incorporated herein by reference. GENERAL The Securities offered hereby will be limited to an aggregate initial offering price not to exceed U.S. $400,000,000 or its equivalent in any other currency, units of two or more currencies or in a composite currency although the Indenture does not limit the amount of Securities which can be issued thereunder and provides that additional Securities may be issued in one or more series thereunder up to the aggregate principal amount which may be authorized from time to time by the Company's Board of Directors. Reference is made to the Prospectus Supplement relating to the particular series of Securities offered hereby (the 'Offered Securities') for the following terms, where applicable, of the Offered Securities: (i) the designation of the Offered Securities; (ii) the denominations of the Offered Securities; (iii) the aggregate principal amount of the Offered Securities; (iv) the date or dates on which the Offered Securities will mature; (v) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Offered Securities will be issued; (vi) the rate per annum at which the Offered Securities will bear interest, if any, and the date or dates from which any such interest will accrue; (vii) the times and places at which any such interest will be payable; (viii) the date, if any, after which the Offered Securities may be redeemed and the redemption prices; (ix) the currency or 3 currencies of payment of principal of and any premium and interest on the Offered Securities if other than United States dollars; (x) any index used to determine the amount of payments of principal of and any premium and interest on the Offered Securities; (xi) whether the Offered Securities will be issued in whole or in part in the form of one or more Global Securities and, in such case, the depositary for such Global Securities; and (xii) any other terms of the Offered Securities. Unless otherwise provided in the applicable Prospectus Supplement, principal and interest, if any, will be payable and the Offered Securities may be surrendered for payment or transferred at the offices of the Trustee as paying and authenticating agent, provided that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as it appears in the Securities Register. (Sections 301, 615, 1002) The Securities will be issued only in fully registered form without coupons in denominations set forth in the Prospectus Supplement. No service charge will be made for any transfer or exchange of such Securities, but the Company may require payment to cover any tax or other governmental charge payable in connection therewith. (Section 305) Some of the Securities may be issued as discounted debt securities (bearing no interest or interest at below market rates) ('Discount Securities') to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such Securities or any Securities which are denominated in a currency or composite currency other than United States dollars will be described in the Prospectus Supplement relating thereto. The Prospectus Supplement for a particular series may indicate terms for redemption at the option of a Holder. Unless otherwise indicated in the Prospectus Supplement, the covenants contained in the Indenture and the Securities would not provide for redemption at the option of a Holder nor necessarily afford Holders protection in the event of a highly leveraged or other transaction that may adversely affect Holders. RESTRICTIVE COVENANTS Definitions. 'Subsidiary' is defined as a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company and/or by one or more other Subsidiaries. 'Restricted Subsidiary' is defined as a Subsidiary of the Company which owns or leases any Principal Property, except a Subsidiary which is primarily engaged in the business of a finance company. (Section 101) 'Principal Property' is defined to include (a) any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing and located in the United States, in each case the gross book value (without deduction for any depreciation reserves) of which, on the date as of which any determination is made, exceeds 1% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries, other than any building, structure or other facility or portion thereof which is a pollution control or other facility financed by obligations issued by a State or local governmental unit, and (b) any timberlands in the United States other than timberlands in the aggregate not exceeding 10% of the timberland acreage owned by the Company on the date as of which any determination is made; provided, however, that Principal Property shall not include any timberlands, building, structure or facility which, in the opinion of the Board of Directors of the Company, is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety. (Section 101) 'Debt' is defined as notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. (Section 1008) 'Attributable Debt' is defined to mean the total net amount of rent (discounted at the rate of interest implicit in the terms of such lease, as determined in good faith by the Company) required to be paid during the remaining term of any lease. (Section 101) 'Consolidated Net Tangible Assets' is defined to mean the aggregate amount of assets (less applicable reserves and other properly deductible items) as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries after deducting (a) all current liabilities (excluding any thereof constituting Funded Debt by reason of being renewable or extendible) and (b) all goodwill and like intangibles. (Section 101) 4 Limitation on Liens. If the Company or any Subsidiary shall incur, issue, assume or guarantee any Debt secured by a Mortgage on any Principal Property owned or leased by the Company or any Restricted Subsidiary or on any shares of stock or Debt of any Restricted Subsidiary, the Company will secure, or cause such Restricted Subsidiary to secure, the Securities equally and ratably with (or prior to) such Debt, unless after giving effect thereto the aggregate amount of all such Debt so secured after the date of the Indenture together with all Attributable Debt in respect of sale and leaseback transactions after the date of the Indenture involving Principal Properties owned by the Company or a Restricted Subsidiary would not exceed the sum of 5% of the Consolidated Net Tangible Assets of the Company and its consolidated Subsidiaries plus $50,000,000. This restriction will not apply to, and there shall be excluded in computing secured Debt for the purpose of such restriction, Debt secured by (a) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary, (b) Mortgages in favor of the Company or any Restricted Subsidiary, (c) Mortgages for taxes, assessments or governmental charges or levies, in each case (i) not then due and delinquent or (ii) the validity of which is being contested in good faith by appropriate proceedings; and materialmen's, mechanics' and other like Mortgages, or deposits to obtain the release of such Mortgages, (d) Mortgages to secure public or statutory obligations or to secure payment of workmen's compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes, (e) Mortgages on property, shares of stock or Debt existing at the time of, or within 120 days after, acquisition thereof (including acquisition through merger or consolidation), purchase money Mortgages and construction cost Mortgages, (f) Mortgages on timberlands in connection with an arrangement under which the Company or the Company and one or more Restricted Subsidiaries are obligated to cut or pay for timber in order to provide the party in whose favor such Mortgages were created with a specified amount of money, however determined, and (g) subject to certain limitations, any extension, renewal or refunding, as a whole or in part, of any Mortgage referred to in the foregoing clauses (a) through (f), inclusive. (Section 1008) The Indenture does not restrict the incurring of unsecured Debt by the Company or its Subsidiaries. Limitation on Sales and Leasebacks. Neither the Company nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Principal Property owned by the Company or a Restricted Subsidiary, the acquisition of which, or completion of construction and commencement of full operation of which, has occurred more than 120 days prior thereto, unless (a) the Company or such Restricted Subsidiary could create Debt secured by a Mortgage on such property pursuant to the Limitation on Liens covenant in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without being required to equally and ratably secure the Securities pursuant to such Limitation on Liens covenant or (b) the Company, within 120 days, applies (i) to the retirement of its Funded Debt or (ii) to the purchase of other property having a value at least equal to the net proceeds of such sale, an amount equal to the greater of (a) the net proceeds of the sale of the Principal Property leased pursuant to such arrangement or (b) the fair market value (as determined by certain officers and directors of the Company) of the Principal Property so leased (subject to credits for certain voluntary retirements of the Securities and Funded Debt). This restriction will not apply to any sale and leaseback transaction (a) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (b) involving the taking back of a lease for a period of three years or less. (Section 1009) EVENTS OF DEFAULT The following are Events of Default under the Indenture with respect to Securities of any series: (a) failure to pay principal of or premium, if any, on any Security of that series when due; (b) failure to pay any interest on any Security of that series when due, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Security of that series, continued for 30 days; (d) failure to perform any other covenant of the Company in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series of Securities other than that series), continued for 60 days after written notice as provided in the Indenture; (e) acceleration of any indebtedness for money borrowed in excess of $25,000,000 by the Company under the terms of the instrument under or by which such indebtedness is issued, evidenced or secured if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (f) certain events in bankruptcy, insolvency or 5 reorganization; and (g) any other Event of Default provided with respect to Securities of that series. (Section 501) If an Event of Default with respect to Securities of any series at the time Outstanding shall occur and be continuing, either the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all Securities of that series to be due and payable immediately. However, at any time after a declaration of acceleration with respect to Securities of any series has been made, but before a judgment or decree based on such acceleration has been obtained, the Holders of a majority in principal amount of Outstanding Securities of that series may, under certain circumstances, rescind and annul such acceleration. (Section 502) For information as to waiver of defaults, see 'Modification and Waiver.' Reference is made to the Prospectus Supplement relating to each series of Offered Securities which are Discount Securities for the particular provisions relating to acceleration of the Maturity of a portion of the principal amount of such Discount Securities upon the occurrence of an Event of Default and the continuation thereof. The Indenture provides that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to such provisions for indemnification of the Trustee, the Holders of a majority in principal amount of the Outstanding Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of that series. (Section 512) The Company is required to furnish to the Trustee annually a statement as to the performance by the Company of certain of its obligations under the Indenture and as to any default in such performance. (Section 1006) MODIFICATION AND WAIVER Modifications and amendments of the Indenture may be made by the Company and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Outstanding Securities of each series affected thereby; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the stated maturity date of the principal of, or any installment of principal of or interest on, any Security, (b) reduce the principal amount of, or the premium (if any) or interest (if any) on, any Security, (c) reduce the amount of principal of any Discount Security payable upon acceleration of the Maturity thereof, (d) change the place or currency of payment of principal of, or premium (if any) or interest (if any) on, any Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any Security, or (f) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of the Holders of which is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults. (Section 902) The Holders of a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all Securities of that series waive, insofar as that series is concerned, compliance by the Company in any particular instance or generally, with certain restrictive provisions of the Indenture. The Holders of a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all Securities of that series waive any past default under the Indenture with respect to Securities of that series, except (i) a default in the payment of the principal of (or premium, if any) or interest on any Security of that series or (ii) in respect of any provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of that series affected. (Section 513) 6 CONSOLIDATION, MERGER AND SALE OF ASSETS The Company, without the consent of any Holders of Outstanding Securities, may consolidate or merge with or into, or transfer or lease its assets as an entirety to, any Person, and any other Person may consolidate or merge with or into, or transfer or lease its assets substantially as an entirety to, the Company, provided (i) that the Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires or leases the assets of the Company substantially as an entirety is organized and existing under the laws of any United States jurisdiction and assumes the Company's obligations on the Securities and under the Indenture, (ii) that after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing (provided that a transaction will be deemed to be in violation of this proviso (ii) only as to any series of Securities as to which such Event of Default or such event shall have occurred and be continuing), and (iii) that certain other conditions are met. (Article Eight) REGARDING THE TRUSTEE The Indenture provides that, except during the continuance of an Event of Default, the Trustee shall perform only such duties as are specifically set forth in the Indenture. During the continuance of any Event of Default, the Trustee shall exercise such of the rights and powers vested in it under the Indenture, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (Section 601) The Trustee may acquire and hold Securities and, subject to certain conditions, otherwise deal with the Company as if it were not Trustee under the Indenture. (Section 605) PLAN OF DISTRIBUTION General. The Company may sell Securities to or through underwriters, and also may sell Securities directly to other purchasers or through agents. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of Securities, underwriters may receive compensation from the Company, or from purchasers of Securities for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters, and any discounts or commissions received by them from the Company and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended (the 'Securities Act'). Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the Prospectus Supplement. The Securities will be a new issue of Securities with no established trading market. Underwriters and agents to whom Securities are sold by the Company for public offering and sale may make a market in such Securities, but such underwriters and agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Securities. Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in over-allotment, stabilizing transactions and covering transactions in accordance with Regulation M under the 1934 Act. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bids and purchases of the Securities so long as the stabilizing bids do not exceed a specified maximum. Covering transactions involve purchases of the Securities in the open market in order to cover short positions. Such stabilizing transactions and covering transactions may cause the price of the Securities to 7 be higher than it would otherwise be in the absence of such transactions. Such transactions, if commenced, may be discontinued without notice. Delayed Delivery Arrangements. If so indicated in the Prospectus Supplement, the Company will authorize underwriters or other persons acting as the Company's agents to solicit offers by certain institutions to purchase Securities from the Company pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by the Company. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the Offered Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other persons will not have any responsibility in respect of the validity or performance of such contracts. LEGAL MATTERS The validity of the Offered Securities will be passed upon for the Company by White & Case, 1155 Avenue of the Americas, New York, New York, and for the underwriters or agents, if any, by Sullivan & Cromwell, 125 Broad Street, New York, New York. EXPERTS The consolidated financial statements of Union Camp Corporation incorporated in this Prospectus by reference to Union Camp Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Expenses in connection with the issuance of the securities being registered hereby are estimated as follows: Registration fee.............................................................. $121,212 Accounting fees and expenses.................................................. $ 50,000* Legal fees and expenses....................................................... $ 75,000* Blue Sky and Legal Investment fees and expenses............................... $ 5,000* Trustee's fees and expenses................................................... $ 15,000* Rating agency fees............................................................ $ 60,000* Printing expenses............................................................. $ 10,000* Miscellaneous................................................................. $ 13,788* -------- Total......................................................................... $350,000* -------- --------
- ------------ * Subject to future contingencies. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-Laws of the Company provide that each person who now is, was or hereafter becomes a director or officer shall be indemnified by the Company against liabilities and expenses reasonably incurred by or imposed on such person, including liabilities arising under the Securities Act of 1933, in connection with any action, suit or proceeding in which such person was, is or is threatened to be made a party by reason of such person now or hereafter being or having been a director or officer of the Company, only if (i) such person acted in relation to such matters in a manner such person believed, in the case of conduct in his official capacity, to be in the best interests of the Company, and in all other cases his conduct was at least not opposed to the Company's best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful, (ii) in connection with a proceeding by or in the right of the Company, such person was not adjudged liable to the Company and (iii) in connection with any proceeding charging improper benefit to such person, whether or not involving action in his official capacity, he was not adjudged liable on the basis that personal benefit was improperly received by him. Such rights of indemnification are in addition to any other rights to which any such person may otherwise be entitled. In addition, directors have indemnification contracts with the Company that provide for substantially similar indemnification as that provided for by the By-Laws. The Virginia Stock Corporation Act also provides that a corporation may indemnify any officer or director against loss and expense reasonably incurred in connection with a civil suit or proceeding to which such person is a party by reason of being such officer or director, on condition such person acted in good faith and believed his conduct was in the corporation's best interest in the case of conduct in his official capacity, or, in all the other cases, believed his conduct was not opposed to the best interests of the corporation. With respect to a criminal proceeding, a corporation may indemnify an officer or director under the same conditions as set forth above if such person had no reasonable cause to believe his conduct was unlawful. With respect to suit brought by or in the right of the corporation to which an officer or director is adjudged liable, indemnification may be made only if a court determines such person is fairly and reasonably entitled to indemnification in view of the relevant circumstances, provided any such indemnification shall be limited to reasonable expenses incurred. The Company maintains both Directors' and Officers' liability and Corporate Reimbursement insurance which provides for payments on behalf of the Directors and Officers of all losses of such II-1 persons (other than matters uninsurable under the law) arising from claims, including claims arising under the Securities Act of 1933, for acts or omissions by such persons while acting as Directors or Officers. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENTS ------ --------------------------------------------------------------------------------------------------- 1.1 -- Proposed form of Underwriting Agreement relating to the Securities. 1.2 -- Proposed form of Distribution Agreement relating to the Securities.* 4 -- Form of Indenture dated as of November 1, 1994 between the Company and The Bank of New York as successor to NationsBank of Georgia, National Association (including forms of Securities).** 5 -- Opinion of White & Case. 12 -- Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of Price Waterhouse LLP. 23.2 -- Consent of White & Case (included in Exhibit 5). 24 -- Power of Attorney of certain officers and directors (included on pages II-4 and II-5 of the Registration Statement). 25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, Indenture Trustee.***
- ------------ * Previously filed as an Exhibit to the Company's Registration Statement No. 33-37715. ** Previously filed as an Exhibit to the Company's Registration Statement No. 33-56225. *** Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated August 16, 1996, Commission File No. 001-4001. ITEM 17. 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 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 (1)(i) and (1)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. (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. (4) 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 15(d) of the Securities Exchange Act II-2 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 be the initial bona fide offering thereof. (5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus, filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. II-3 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Wayne, State of New Jersey, on the 20th day of October, 1997. UNION CAMP CORPORATION By /s/ W. CRAIG MCCLELLAND ................................... W. CRAIG MCCLELLAND CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes A. William Hamill, James M. Reed and Dirk R. Soutendijk, and each of them, as attorney-in-fact, to sign in such person's behalf, individually and in each capacity stated below, and to file any amendments, including post-effective amendments, to this Registration Statement. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities stated below on October 20, 1997. /s/ W. CRAIG MCCLELLAND Chairman of the Board and ...................................... Chief Executive Officer (W. CRAIG MCCLELLAND) (Principal Executive Officer) /s/ JERRY H. BALLENGEE Director, President and Chief ...................................... Operating Officer (JERRY H. BALLENGEE) /s/ JAMES M. REED Director and Vice Chairman of the ...................................... Board (JAMES M. REED) /s/ A. WILLIAM HAMILL Executive Vice President ...................................... and Chief Financial Officer (A. WILLIAM HAMILL) (Principal Financial Officer) /s/ JOHN F. HAREN Controller ...................................... (Principal Accounting Officer) (JOHN F. HAREN) /s/ GEORGE D. BUSBEE Director ...................................... (GEORGE D. BUSBEE) /s/ RAYMOND E. CARTLEDGE Director ...................................... (RAYMOND E. CARTLEDGE) /s/ SIR COLIN R. CORNESS Director ...................................... (SIR COLIN R. CORNESS) /s/ ROBERT D. KENNEDY Director ...................................... (ROBERT D. KENNEDY)
II-4
/s/ GARY E. MACDOUGAL Director ...................................... (GARY E. MACDOUGAL) /s/ ANN D. MCLAUGHLIN Director ...................................... (ANN D. MCLAUGHLIN) /s/ GEORGE J. SELLA, JR. Director ...................................... (GEORGE J. SELLA, JR.) /s/ JEREMIAH J. SHEEHAN Director ...................................... (JEREMIAH J. SHEEHAN) /s/ TED D. SIMMONS Director ...................................... (TED D. SIMMONS)
II-5 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - ------ ---- 1.1 -- Proposed form of Underwriting Agreement relating to the Securities. 1.2 -- Proposed form of Distribution Agreement relating to the Securities.* 4 -- Form of Indenture dated as of November 1, 1994 between the Company and The Bank of New York as successor to NationsBank of Georgia, National Association (including forms of Securities).** 5 -- Opinion of White & Case. 12 -- Computation of Ratio of Earnings to Fixed Charges. 23.1 -- Consent of Price Waterhouse LLP. 23.2 -- Consent of White & Case (included in Exhibit 5). 24 -- Power of Attorney of certain officers and directors (included on pages II-4 and II-5). 25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, Indenture Trustee.***
- ------------ * Previously filed as an Exhibit to the Company's Registration Statement No. 33-37715. ** Previously filed as an Exhibit to the Company's Registration Statement No. 33-56225. *** Previously filed as an Exhibit to the Company's Current Report on Form 8-K dated August 16, 1996, Commission File No. 001-4001. II-6 EX-1 2 EXHIBIT 1.1 UNION CAMP CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT October 20, 1997 From time to time Union Camp Corporation, a Virginia corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I attached hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the "Securities") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"), less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may be specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, any Designated Securities to be covered by Delayed Delivery Contracts being herein sometimes referred to as "Contract Securities" and the Designated Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) being herein sometimes referred to as "Underwriters' Securities"). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the "Indenture") identified in such Pricing Agreement. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the principal amount of such Designated Securities to be purchased by each Underwriter and whether any of such Designated Securities shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof) and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. 2. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (No. 333-_______) in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters have been declared effective by the Commission and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the Company's best knowledge, threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement but excluding Form T-1, and, if applicable, including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the ("Act"), in accordance with Section 5(a) of this Agreement and deemed by virtue of Rule 430A under the Act to be a part of such registration statement as amended at the time such part of the registration statement became effective, are hereinafter collectively 2 called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) The documents, if any, incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust 3 Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable effective date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (d) The Company and its subsidiaries taken as a whole have not sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus there has not been any material decrease in the consolidated capital stock (other than as a result of Company repurchases of its stock in the market) or material increase in the long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, consolidated stockholders' equity or consolidated results of operations of the Company and its subsidiaries, in each case otherwise than as set forth or contemplated in the Prospectus; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; (f) All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (g) The Securities have been duly authorized, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities and, in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Contract Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by 4 the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and qualified under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof) the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities; (h) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, any Delayed Delivery Contracts, this Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or any Pricing Agreement or the Indenture or any Delayed Delivery Contract, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (i) The statements set forth in the Prospectus under the caption "Description of Securities" insofar as they purport to constitute a summary of the terms of the Securities, are accurate and complete in all material respects; (j) In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized by the Company and, when executed and delivered by the Company and the purchaser named therein, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms, subject, as to enforcement, 5 to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and any Delayed Delivery Contracts will conform to the description thereof in the Prospectus; and (k) Other than as set forth or incorporated by reference in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, in the reasonable judgment of the Company, would individually or in the aggregate have a material adverse effect on the consolidated financial position, consolidated stockholders' equity or consolidated results of operations of the Company and its subsidiaries; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. The Company may specify in Schedule II to the Pricing Agreement applicable to any Designated Securities that the Underwriters are authorized to solicit offers to purchase Designated Securities from the Company pursuant to delayed delivery contracts (herein called "Delayed Delivery Contracts"), substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery (as defined in Section 4 hereof), such commission, if any, as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, if any, are to be with institutional investors of the types described in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Contract Securities to be deducted from the principal amount of Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Designated Securities to be purchased by the Underwriter under such Pricing Agreement bears to the total principal amount of the Designated Securities (rounded as the Representatives may 6 determine). The total principal amount of Underwriters' Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total principal amount of Designated Securities set forth in Schedule I to such Pricing Agreement less the principal amount of the Contract Securities. The Company will deliver to the Representatives not later than 3:30 p.m., New York time, on the third business day preceding the Time of Delivery specified in the applicable Pricing Agreement (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the principal amount of Contract Securities. 4. Underwriters' Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire or internal bank transfer to an account specified by the Company in immediately available funds, all in the manner and at the place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Securities. Concurrently with the delivery of and payment for the Underwriters' Securities, the Company will deliver to the Representatives for the accounts of the Underwriters a check payable to the order of the party designated in the Pricing Agreement relating to such Securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing Agreement relating to such Securities. 5. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended and supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act in accordance with the applicable provisions thereof; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities which shall be disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 7 Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) To furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of such Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; 8 (d) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and (e) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys which in no event shall exceed $5,000 in the aggregate; (iii) any fees charged by securities rating services for rating the Securities; (iv) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representative, to the condition that all representations and warranties and other 9 statements of the Company herein are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the Company's best knowledge, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the incorporation of the Company, the validity of the Indenture, the Designated Securities, the Delayed Delivery Contracts, if any, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (such counsel may rely as to all matters of Virginia law upon the opinion of Hunton & Williams); (c) White & Case, counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to conduct its business as described in the Prospectus as amended or supplemented; (ii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of the States of Alabama, Georgia, South Carolina and New Jersey; (iii) To the best of such counsel's knowledge and other than as set forth or incorporated by reference in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject, which, in such counsel's reasonable judgment, 10 would be individually or in the aggregate material to the Company; and to the best of such counsel's knowledge no such proceedings are threatened; (iv) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company; (v) In the event any of the Designated Securities are to be purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized, executed and delivered by the Company; and any Delayed Delivery Contracts conform to the description thereof in the Prospectus as amended or supplemented; (vi) The Designated Securities have been duly authorized; the Underwriters' Securities have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Contract Securities, if any, when duly executed, authenticated, issued and delivered against payment therefor pursuant to the Indenture and Delayed Delivery Contracts, if any, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; and the Designated Securities and the Indenture conform to the descriptions thereof in the Prospectus as amended or supplemented; (vii) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act; (viii) The issue and sale of the Designated Securities and the compliance by the Company with the provisions of the Designated Securities, the Indenture, each of the Delayed Delivery Contracts, if any, this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument for borrowed money known to such counsel to which the Company is a party or by which the 11 Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-Laws of the Company or any Federal or, to the best of such counsel's knowledge, other statute, order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its material properties; (ix) No consent, approval, authorization, order, registration or qualification of or with any Federal or, to the best of such counsel's knowledge, other regulatory authority or other governmental agency or body or, to the best of such counsel's knowledge, any court having jurisdiction over the Company or any of its material properties is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or such Pricing Agreement or the Indenture or any of such Delayed Delivery Contracts, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (x) Based upon such counsel's participation in the preparation of the Registration Statement but without independent check or verification, and without assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus, (A) each of the Registration Statement at the time of effectiveness and the Prospectus as of its date (except for the financial statements and other financial and statistical data included or incorporated by reference therein or omitted therefrom, and other than the Trustee's Statement of Eligibility on Form T-1, as to which such counsel need express no opinion) appears on its face to comply as to form in all material respects with the requirements of the Act and the rules and regulations of the Commission thereunder; (B) they do not know of any contract or document of a character required to be described or summarized in the Registration Statement or to be filed as an exhibit to the Registration Statement which is not so described, summarized or filed and (C) nothing has come to their attention which causes them to believe that (a) as of its effective date the Registration Statement (other than the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, and other than the Trustee's Statement of Eligibility on Form T-1, as to which such counsel need express no belief) contained an untrue statement of a material fact or omitted to state a material fact required to be 12 stated therein or necessary to make the statements therein not misleading, (b) as of its date the Prospectus as amended or supplemented (other than the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need express no belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) as of the date of such opinion either the Registration Statement or the Prospectus, as amended or supplemented (other than the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, and other than the Trustee's Statement of Eligibility on Form T-1, as to which such counsel need express no belief), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. In rendering such opinion, such counsel may rely as to all matters of Virginia law upon the opinion of Hunton & Williams and may assume that the Trustee's certificates of authentication on the Designated Securities have been signed by one of the Trustee's authorized officers; (d) Dirk R. Soutendijk, Esq., General Counsel for the Company, shall have furnished to the Representatives his written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) The documents, if any, incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a 13 material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) At the Time of Delivery for such Designated Securities, Price Waterhouse shall have furnished to the Representatives a letter, dated such Time of Delivery to the effect set forth in Annex II hereto, and as to such other matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives; (f)(i) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement related to the Designated Securities any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement related to the Designated Securities and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement related to the Designated Securities, there shall not have been any change in the consolidated capital stock (other than as a result of Company repurchases of its stock in the market) or consolidated long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, consolidated financial position, consolidated stockholders' equity or consolidated results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Agreement related to the Designated Securities, the effect of which in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented relating to the Designated Securities; (g) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company's senior debt securities by any "nationally recognized securities rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with negative implications, its rating of any of the Company's senior debt securities; 14 (h) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation on trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war if the effect of any such event specified in this Clause (iii) in the judgment of the Representatives, after consultation with the Company, is material and adverse to the market for the Designated Securities and makes it impracticable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented relating to the Designated Securities; and (i) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, and as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery. 8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through 15 the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; and provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus or preliminary prospectus supplement to the extent that any such loss, claim, damage or liability of such Underwriter results from (i) the fact that such Underwriter sold designated securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented (or of any amendments or supplements thereto if the Company has previously furnished copies thereof to such Underwriter) relating to such Designated Securities or (ii) the use by such Underwriter of any Preliminary Prospectus or preliminary prospectus supplement from and after the date the Prospectus or the Prospectus as then amended or supplemented has been made available to such Underwriter or the use of the Prospectus without the inclusion therein of all amendments or supplements thereto, if any, from and after the date such are made available to such Underwriter. Such Prospectus or amendments or supplements shall not be deemed to include documents incorporated by reference therein and shall not be deemed to have been made available to such Underwriter until such time after the receipt thereof by the Representatives as would permit the Representatives with reasonable diligence to deliver the same to such Underwriter. (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any 16 indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. An indemnifying party shall not be liable for any settlement of any action or claim effected without its consent. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action in the same jurisdiction arising out of the same general allegations or circumstances. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand, and such Underwriters on the other, shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this 17 subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint. No party shall be liable for contribution for any settlement of any action or claim made without its consent. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities which it has agreed to purchase under the Pricing Agreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or 18 in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Underwriters' Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Underwriters' Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Underwriters' Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Underwriters' Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Underwriters' Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Underwriters' Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Underwriters' Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 19 11. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof. If any Pricing Agreement shall be terminated because of any failure to comply with the terms or to fulfill the conditions of the Pricing Agreement on the part of the Company to be performed, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6 and 8 hereof. 12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in Schedule II to the Pricing Agreement delivered to the Company. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. Time shall be of the essence of each Pricing Agreement. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 20 15. This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York. ANNEX I Union Camp Corporation DEBT SECURITIES PRICING AGREEMENT ___________ __, 19__ Dear Sirs: Union Camp Corporation, a Virginia corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated as of October 20, 1997 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in such Schedule II. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which shall be submitted to the Company for examination upon request. Very truly yours, UNION CAMP CORPORATION By: _________________________ Title: Accepted as of the date hereof: By:____________________________ On behalf of each of the Underwriters 2 SCHEDULE I Principal Amount of Designated Securities Underwriter to be Purchased ----------- --------------------- --------- Total.................................. $ ========= 3 SCHEDULE II TITLE OF DESIGNATED SECURITIES [_____%] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due AGGREGATE PRINCIPAL AMOUNTS: $------------ PRICE TO PUBLIC: _____% of the principal amount of the Designated Securities, plus accrued interest[, if any,] from __________ to _________ [and accrued amortization[, if any,] from __________ to __________] PURCHASE PRICE BY UNDERWRITERS: _____% of the principal amount of the Designated Securities, plus accrued interest from __________ to __________ [and accrued amortization, if any, from __________ to __________] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: [Immediately available funds INDENTURE: Indenture, dated as of November 1, 1994, between the Company and The Bank of New York, as successor in interest to NationsBanc of Georgia, National Association, as Trustee MATURITY: INTEREST RATE: [_____%] [Zero Coupon] [See Floating Rate Provisions] INTEREST PAYMENT DATES: [month and dates, commencing _________ __, ____] REDEMPTION PROVISIONS: [No provisions for redemption] 4 [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of $_______ or an integral multiple thereof, _________] [on or after __________, ________ at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before _________, ______%, and if] redeemed during the 12-month period beginning __________, Redemption Year Price ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after ____________, ____, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding] SINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire $__________ principal amount of Designated Securities on ____________ in each of the years ____ through ____ at 100% of their principal amount plus accrued interest][, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $____________ principal amount of Designated Securities in the years ____ through ____ at 100% of their principal amount plus accrued interest.] 5 [If Designated Securities are extendable debt securities, insert -- EXTENDABLE PROVISIONS: Designated Securities are repayable on ____________, ____ [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be _____%, and thereafter annual interest rate will be adjusted on ____________, ____ and _________ to a rate not less than _____% of the effective annual interest rate on U.S. Treasury obligations with _____-year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert -- FLOATING RATE PROVISIONS: Initial annual interest rate will be _____% through ____________ [and thereafter will be adjusted [monthly] [on each ____________, ____, and ______][to an annual rate of ___% above the average rate for ___-year [month] [securities] [certificates of deposit] issued by __________________ and __________________ [insert names of banks],] [and the annual interest rate [thereafter] [from ____________ through ____________] will be the interest yield equivalent of the weekly average per annum market discount rate for ____-month Treasury bills plus _____% of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for _____-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for _____-month Treasury bills); [from ____________ and thereafter the rate will be the then current interest yield equivalent plus _____% of Interest Differential].] TIME OF DELIVERY: [Time and date], 19__ DEFEASANCE PROVISIONS: CLOSING LOCATION: DELAYED DELIVERY: [None] [Underwriters' commission shall be _____% of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of________________________.] 6 NAMES AND ADDRESSES OF REPRESENTATIVES: DESIGNATED REPRESENTATIVES: ADDRESS FOR NOTICES, ETC.: OTHER TERMS: 7 ANNEX II Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall provide a comfort letter to the effect that: (i) They are independent accountants with respect to the Company and its consolidated subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the consolidated financial statements and schedules examined by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the latest available unaudited interim consolidated financial data of the Company and its consolidated subsidiaries, a reading of the minute books of the Company since the date of the latest audited consolidated financial statements included or incorporated by reference in the Prospectus and inquiries of officials of the Company responsible for financial and accounting matters, nothing came to their attention that caused them to believe that: (A) the selected financial data for the five most recent fiscal years which was included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder and does not agree with the corresponding amounts in the audited consolidated financial statements for such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for the three applicable fiscal years (except for restatements, or reclassifications made in various years for comparative purposes); (B) the selected financial information for the five most recent fiscal years which was included or incorporated by reference in the Prospectus does not agree with the corresponding amounts in the audited consolidated financial statements for such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for the three applicable fiscal years (except for restatements or reclassifications made in various years for comparative purposes); (C) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder or are not stated on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) the unaudited financial data derived from general accounting records included in the Prospectus as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of the Company (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial data from which such data were derived, and any such unaudited financial data were not determined on a basis substantially consistent with that of the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (E) As of a specified date not more than five days prior to the Time of Delivery in the case of the letter to be delivered pursuant to Section 7(e) of the Underwriting Agreement, there have been any changes in the consolidated capital stock (other than issuances of Common Stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest consolidated financial statements included or incorporated by reference in the Prospectus) or consolidated long-term debt of the Company and its consolidated subsidiaries, or as of the end of the latest period for which financial data are available, there have been any decreases in consolidated net current assets or stockholders' equity, or any increases in consolidated current liabilities, in each case as compared with amounts shown in the most current balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the most current consolidated financial statements included or incorporated by reference in the Prospectus to the end of the most recent period for which unaudited financial data are available there were any decreases in net sales or the total or per share amount of income before extraordinary items or net income, in each case as compared with the comparable period of the preceding year and with the 2 period of corresponding length immediately preceding such period, except in each case for decreases or increases which the Prospectus discloses have occurred or may occur or which are described in such letter; (iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the procedures, including a reading of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives and agreed to prior to the date of a Pricing Agreement which are derived from the general accounting records of the Company, which appear in the Prospectus (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. 3 ANNEX III DELAYED DELIVERY CONTRACT Union Camp Corporation c/o , 19 Attention: Dear Sirs: The undersigned hereby agrees to purchase from Union Camp Corporation (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, $ principal amount of the Company's [Title of Designated Securities] (hereinafter called the "Designated Securities"), offered by the Company's Prospectus dated , 19 as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth in this contract. The undersigned will purchase the Designated Securities from the Company on , 19 (the "Delivery Date") and interest on the Designated Securities so purchased will accrue from , 19 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below:
Principal Date from Which Delivery Date Amount Interest Accrues ------------- ------ ---------------- , 19 $ , 19 , 19 $ , 19
Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the conditions that (a) the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (b) the Company, on or before , 19 , shall have sold to the several Underwriters, pursuant to the Pricing Agreement dated , 19 with the Company, an aggregate principal amount of Designated Securities equal to $ , minus the aggregate principal amount of Designated Securities covered by this contract and other contracts similar to this contract. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This contract shall be governed by and construed in accordance with the laws of the State of New York. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its 2 address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, ......................................... By ...................................... (Signature) ......................................... (Name and Title) ......................................... (Address) Accepted, , 19 UNION CAMP CORPORATION BY .............................. [TITLE] 3 EX-5 3 EXHIBIT 5 EXHIBIT 5 WHITE & CASE 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 October 20, 1997 Union Camp Corporation 1600 Valley Road Wayne, New Jersey 07470 Ladies and Gentlemen: We refer to the Registration Statement on Form S-3 (the 'Registration Statement') under the Securities Act of 1933, as amended (the 'Securities Act'), in the form in which it is to be filed today by Union Camp Corporation, a Virginia corporation ('Union Camp'), with the Securities and Exchange Commission (the 'Commission'), relating to up to $400,000,000 aggregate principal amount of Union Camp's debt securities consisting of debentures, notes or other unsecured evidences of indebtedness (the 'Securities') to be issued from time to time pursuant to the terms of an Indenture, dated as of November 1, 1994, between Union Camp and The Bank of New York, as successor to NationsBank of Georgia, National Association, as Trustee, filed as Exhibit 4 to the Registration Statement (the 'Indenture'), and to be sold to or through underwriters, to other purchasers or through agents. The terms of the Securities are to be approved and the manner of sale is to be determined in additional proceedings proposed to be taken by a committee of Union Camp's Board of Directors. We have examined the originals, or photostatic or certified copies, of such records of Union Camp, certificates of officers of Union Camp and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. We have relied upon such certificates of public officials and such certificates of officers of Union Camp and statements and information furnished by officers of Union Camp with respect to the accuracy of material factual matters contained therein which were not independently established. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photographic or certified copies, and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated, and subject to such proposed additional proceedings being taken prior to the issuance of the Securities and to the terms of the Securities being otherwise in compliance with then applicable law, it is our opinion that the Securities, upon issuance and sale by Union Camp as contemplated in the Registration Statement and any amendments and Prospectus Supplements thereto, will have been duly authorized by Union Camp and that the Securities, when duly executed, authenticated, issued and delivered against payment therefore in accordance with the Indenture, will constitute valid and legally binding obligations of Union Camp. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption 'Legal Matters' in the Prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission. Very truly yours, WHITE & CASE KK:JHD:JG EX-12 4 EXHIBIT 12 EXHIBIT 12 UNION CAMP CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (THOUSANDS OF DOLLARS)
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, ---------- ---------------------------------------------------------------- 1997 1996 1995 1994 1993 1992 ---------- -------- -------- -------- -------- -------- Income Before Income Taxes, Minority Interest, Extraordinary Item and Accounting Changes............ $ 40,971 $151,045 $730,857 $195,164 $100,138 $ 65,410 Adjustments: Capitalized Interest....... (4,192) (4,462) (8,867) (21,628) (8,206) (13,380) Amortization of Capitalized Interest................. 8,494 16,397 16,635 14,947 14,125 13,329 ---------- -------- -------- -------- -------- -------- Total................. $ 45,273 $162,980 $738,625 $188,483 $106,057 $ 65,359 ---------- -------- -------- -------- -------- -------- Fixed Charges: Interest & amortization of debt discount and expense and premium on all indebtedness............. $ 63,215 $116,748 $122,572 $130,800 $133,117 $149,620 Imputed Interest on non-capitalized lease payments................. 6,519 13,038 11,774 11,297 9,664 10,100 ---------- -------- -------- -------- -------- -------- Total Fixed Charges... $ 69,734 $129,786 $134,346 $142,097 $142,781 $159,720 ---------- -------- -------- -------- -------- -------- Total Earnings........ $115,007 $292,766 $872,971 $330,580 $248,838 $225,079 ---------- -------- -------- -------- -------- -------- ---------- -------- -------- -------- -------- -------- Ratio of Earnings to Fixed Charges....................... 1.6 2.3(A) 6.5 2.3(B) 1.7 1.4(C)
- ------------ (A) Included in earnings for 1996 was a $46.9 million special charge ($28.9 million after-tax) to operating income. Included in the charge was $21.0 million for employee severance costs, $18.4 million for asset writedowns, and $7.5 million for other expenses, as disclosed in Note 2 to the Company's consolidated financial statements as incorporated by reference in its Annual Report on Form 10-K for 1996. If such charge had not occurred, the ratio of earnings to fixed charges would have been 2.6. (B) Included in earnings for 1994 was a $34.7 million pre-tax gain on the sale of a 32% interest in the Company's Bush Boake Allen flavor and fragrance subsidiary, partially offset by a non-recurring charge of $14 million to reflect the write down of the carrying value of certain non-strategic assets and an $11.7 million charge to reflect the Company's decision to withdraw from the retail paper bag business. (C) Included in earnings for 1992 was a non-recurring charge of $57 million to cover estimated costs to enhance workplace safety as disclosed in Note 2 to the Company's consolidated financial statements as incorporated by reference in its Annual Report on Form 10-K for 1992. If such charges had not occurred, the ratio of earnings to fixed charges would have been 1.8. EX-23 5 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 7, 1997, which appears in the 1996 Annual Report to Stockholders of Union Camp Corporation, which is incorporated by reference in Union Camp Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which is listed in Item 14(a)(2) of such Annual Report on Form 10-K. We also consent to the reference to us under the heading 'Experts' in such Prospectus. PRICE WATERHOUSE LLP Morristown, NJ October 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----