-----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, ACCcYNDBvH1ik06ztBFPLwtk/v+B9vF2+yZA8hixD+Li21EvaRGNR1fuBnafL2eq 1GypODX679J7d7T0W50A9Q== 0000950144-97-007265.txt : 19970625 0000950144-97-007265.hdr.sgml : 19970625 ACCESSION NUMBER: 0000950144-97-007265 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970624 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARAUSTAR INDUSTRIES INC CENTRAL INDEX KEY: 0000825692 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 581388387 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29937 FILM NUMBER: 97629112 BUSINESS ADDRESS: STREET 1: P O BOX 115 CITY: AUSTELL STATE: GA ZIP: 30001 BUSINESS PHONE: 7709483101 MAIL ADDRESS: STREET 1: P O BOX 115 CITY: AUSTELL STATE: GA ZIP: 30001 S-4 1 CARAUSTAR INDUSTRIES, INC. FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARAUSTAR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 2631 58-1388387 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification Number)
3100 WASHINGTON STREET AUSTELL, GEORGIA 30001 (770) 948-3101 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- H. LEE THRASH, III VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CARAUSTAR INDUSTRIES, INC. 3100 WASHINGTON STREET AUSTELL, GEORGIA 30001 (770) 948-3101 (Address, including zip code, and telephone number, including area code, of agent for service) ------------------------- WITH COPIES TO: PATRICK S. BRYANT, ESQ. ROBINSON, BRADSHAW & HINSON, P.A. 101 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28211 (704) 377-2536 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. 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, please check the following box. [X] If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [ ] ------------------------------- CALCULATION OF REGISTRATION FEE ===============================
============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF OFFERING AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION SECURITIES TO BE REGISTERED(1) SHARE(1) PRICE(1) FEE(1) REGISTERED - ------------------------------------------------------------------------------------------------------------------------------ Common Shares, par value $.10 per share 800,000 $31.125 $24,900,000 $7,546 ==============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average of the high and low prices of the Common Stock, as reported on the Nasdaq National Market System on June 17, 1997. 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 CARAUSTAR INDUSTRIES, INC. Cross Reference Sheet Pursuant to Rule 501(b) Of Regulation S-K Showing locations in Prospectus of Information Required by the Items of Form S-4
ITEM NUMBER FORM S-4 CAPTION LOCATION IN PROSPECTUS ------ ---------------- ---------------------- A. - Information about the Transaction 1. Forepart of Registration Statement and Outside Facing Page; Outside Front Cover Page of Prospectus; Front Cover Page of Prospectus..................... Available Information 2. Inside Front and Outside Back Cover Pages of Inside Front of Prospectus; Outside Back Cover Prospectus......................................... Page of Prospectus 3. Summary Information, Risk Factors and Ratio of Outside Front Cover Page of Prospectus; The Company; Earnings Company; Risk Factors to Fixed Charges.... Risk Factors 4. Terms of the Transaction........................... * 5. Pro Forma Financial Information.................... * 6. Material Contracts with the Company Being Acquired. * 7. Additional Information Required for Reoffering by Persons and Parties deemed to be Underwriters...... * 8. Interests of Named Experts and Counsel............. * 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities..... * B - Information about the Registrant 10. Information with Respect to the Registrant......... Outside Front Cover of Prospectus; The Company; Risk Factors; Incorporation of Certain Documents by Reference 11. Incorporation of Certain Information by Reference.. Incorporation of Certain Documents by Reference C - Information about the Company being acquired ............... * D - Voting and Management Information........................... *
* Not Applicable 3 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 JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SUBJECT TO COMPLETION DATED JUNE 24, 1997 800,000 SHARES CARAUSTAR INDUSTRIES, INC. COMMON STOCK This Prospectus covers the offer and sale of up to 800,000 shares of Common Stock, par value $.10 per share (the "Common Stock"), of Caraustar Industries, Inc. (together with its wholly owned subsidiaries, the "Company" or "Caraustar"), which the Company may issue from time to time in connection with the future direct and indirect acquisitions of other businesses, properties or securities in business combination transactions in accordance with Rule 415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended (the "Securities Act") or as otherwise permitted under the Securities Act. The Company expects that the terms upon which it may issue the shares in business combination transactions will be determined through negotiations with the securityholders or principal owners of the businesses whose securities or assets are to be acquired. It is expected that the shares that are issued will be valued at prices reasonably related to market prices for the Common Stock prevailing either at the time an acquisition agreement is executed or at the time an acquisition is consummated. This Prospectus will only be used in connection with the acquisition of businesses, properties or securities in business combination transactions that would be exempt from registration but for the issuance of Common Stock and the possibility of integration with other transactions. This Prospectus will be furnished to security holders of the business, properties or securities to be acquired. Persons receiving Common Stock in connection with the acquisition may be required to agree to hold all or some portion of the Common Stock for a period of up to two years after the date of such acquisition. See "Plan of Distribution." If an acquisition has a material financial effect upon the Company, a current report on Form 8-K will be filed subsequent to the acquisition containing financial and other information about the acquisition that would be material to subsequent acquirors of Common Stock offered hereby, including pro forma information for Caraustar and historical financial information about the company being acquired. A current report on Form 8-K will also be filed when an acquisition does not per se have a material effect upon the Company, but if aggregated with other acquisitions since the date of the Company's most recent audited financial statements, would have such a material effect. If an acquisition of a business, properties or securities in a business combination transaction is not exempt from registration even if integration is not taken into account, then the offerees of Common Stock in such acquisition will be furnished with copies of this Prospectus as amended by a post-effective amendment to the Registration Statement on Form S-4 of which this Prospectus is a part. The Common Stock is quoted on the NASDAQ National Market System under the symbol "CSAR." On June 23, 1997, the closing price per share of the Common Stock, as reported by NASDAQ, was 32 3/8. All expenses of this offering (this "Offering") will be paid by the Company. No underwriting discounts or commissions will be paid in connection with the issuance of shares by the Company in business combination transactions, although finder's fees may be paid with respect to specific acquisitions. Any person receiving a finder's fee may be deemed to be an Underwriter within the meaning of the Securities Act. --------------- AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES RISKS. SEE "RISK FACTORS" COMMENCING ON PAGE 3. 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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- The date of this Prospectus is _______________, 1997. 4 AVAILABLE INFORMATION The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the SEC. The Registration Statement and exhibits and schedules thereto, as well as such reports, proxy statements and other information, may be inspected and copied at the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any part of such materials may be obtained from any such office upon payment of the fees prescribed by the SEC. The SEC maintains a World Wide Web site (http://www.sec.gov), which contains reports, proxy and information statements and other information filed electronically through the SEC's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). The Common Stock is currently quoted on the NASDAQ National Market System; such reports, statements and other information also can be inspected at the offices of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the SEC a Registration Statement on Form S-4 under the Securities Act with respect to the Shares offered hereby (the "Registration Statement"). As permitted by the rules of the SEC, this Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information with respect to the Company and the Shares, reference is made to the Registration Statement, including the exhibits and schedules filed as part thereof. Statements contained in this Prospectus, and in any document incorporated herein by reference, as to the contents of any contract or any other document are not necessarily complete, and, in each instance, reference is hereby made to the copy of the contract or document filed as an exhibit to the Registration Statement or such document, each such statement being qualified in all respects by this reference thereto. The Registration Statement has been filed through EDGAR and is also publicly available through the SEC's Web site (http://www.sec.gov). -2- 5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the SEC pursuant to the Exchange Act are incorporated herein by reference: (i) Annual Report on Form 10-K for the year ended December 31, 1996; (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (iii) Current Report on Form 8-K filed July 29, 1996, as amended by Form 8-K/A filed September 25, 1996; (iv) Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; (v) the description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed with the SEC pursuant to Section 12 of the Exchange Act and any amendment or report filed by the Company for the purpose of updating such description and (vi) all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering of the Common Stock offered hereby. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any subsequently filed document that also is or is deemed to be incorporated by reference herein) 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. All information appearing in this Prospectus is qualified in its entirety by information and financial statements (including notes thereto) appearing in the documents incorporated by reference herein, except to the extent set forth in the immediately preceding statement. The Company will provide, without charge, to each person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that the Prospectus incorporates). Requests should be directed to Caraustar Industries, Inc., 3100 Washington Street, Austell, Georgia 30001, Attention: Corporate Secretary, telephone (770) 948-3101. THE COMPANY The Company is a major manufacturer of recycled paperboard and converted paperboard products. The Company operates 70 facilities in the United States and Mexico, and manufactures its products primarily from recovered fiber, which is derived from recycled paperstock. At its 14 paperboard mills, the Company produces various grades of uncoated and clay-coated recycled paperboard both for internal consumption and for sale to customers in four principal markets: (1) tubes, cores and composite containers; (2) folding cartons; (3) gypsum wallboard facing paper; and (4) miscellaneous other specialty and converted products. The Company produces converted paperboard products at 39 converting plants. These plants include 26 tube and core converting plants, two composite container plants, six folding carton plants and five specialty converting plants. The Company also operates two plastics manufacturing plants, a composite extrusion manufacturing plant, eight paperstock recycling and processing facilities, and three contract manufacturing and contract packaging plants. In addition, the Company operates special services and other facilities, which include a transportation facility, a packaging, engineering and procurement facility and an industrial adhesives manufacturing plant. The Company has an equity interest as the non-operating partner in a gypsum wallboard manufacturing plant, which has a related gypsum quarry, and a specialty paperboard converting plant. The operations of these facilities are managed by the respective operating partners. The Company's executive offices are located at 3100 Washington Street, Austell, Georgia 30001, and its telephone number is (770) 948-3101. RISK FACTORS In addition to the other information contained in this Prospectus, the following risk factors should be carefully considered in evaluating the Company and its business before purchasing the Common Stock offered hereby. This Prospectus, including information incorporated by reference herein, may contain certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act, which are based on the Company's expectations or beliefs, as well as information currently available to management. When used in this document, the words "anticipate," "estimate," "expect," and similar expressions may identify such forward-looking statements. Although the Company believes that the expectations reflected in any such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Any such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or financial condition may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company's operating results, performance or financial condition are fluctuations in raw material prices and the economy in general, the degree and nature of competition, demand for the Company's products, changes in government regulations, the Company's ability to complete -3- 6 acquisitions and integrate the operations of acquired businesses and other matters described in this "Risk Factors" section and elsewhere in this Prospectus. POSSIBLE FUTURE INCREASES IN RECOVERED FIBER COSTS Historically, the cost of recovered fiber, which is derived from recycled paperstock and is the Company's only significant raw material, has fluctuated significantly due to market and industry conditions. For example, the Company's average recovered fiber cost per ton of paperboard produced increased from $43 per ton in 1993 to $144 per ton in 1995, an increase of 235%, before dropping to $66 in 1996. Although the Company raised its selling prices in response to the increase in raw material costs, it was not able to maintain its operating margins during the entire period. There can be no assurance that the Company will be able to recoup any future increases in the cost of recovered fiber by raising the prices of its products. ABILITY TO CONTROL GROWTH; EXPANSION AND ACQUISITION RISKS The Company intends to continue increasing its production capacity in the next several years. Such expansion entails operating, marketing and financial risks, and its success is largely dependent upon the availability of working capital to permit the Company to complete its capital expenditures program and identify and consummate selected acquisitions. The Company has consummated numerous acquisitions in recent years and actively seeks acquisition opportunities. Once integrated, acquisitions may not achieve levels of revenue, profitability or productivity comparable to those of the Company's existing locations or may not otherwise perform as expected. The consummation of acquisitions could result in the incurrence of additional indebtedness, the issuance of additional capital stock having a dilutive effect on the Company's shareholders, or both. Acquisitions also involve special risks, including risks associated with unanticipated liabilities and contingencies, diversion of management attention and possible adverse effects on earnings resulting from increased goodwill amortization, increased interest costs, the issuance of additional securities and difficulties related to the integration of the acquired business. There can be no assurance that the Company will be able to utilize increased production capacity at its existing facilities, to successfully identify additional suitable acquisition candidates, complete additional acquisitions or integrate acquired businesses into its operations. UNFORESEEN ENVIRONMENTAL LIABILITIES OR COSTS Compliance with federal, state and local governmental requirements, particularly relating to wastewater discharge and air quality, is a significant factor in the Company's business. Among other things, these laws and regulations regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. The most significant federal laws are the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act and the Resource Conservation and Recovery Act ("RCRA"). These laws are administered by the United States Environmental Protection Agency, and in some cases by state and local agencies. In addition, states in which the Company operates have adopted supplemental environmental laws and regulations, or have enacted their own parallel environmental programs, which are enforced through various state and local administrative agencies. Under CERCLA and other laws and regulations, the Company can be held strictly liable if hazardous substances are found on real property owned or operated by the Company or used by the Company as a disposal site. In recent years, the Company has adopted a policy of assessing real property for environmental risks prior to purchase. The Company is aware of issues regarding hazardous substances at some of its facilities and one of its disposal sites, but in each case a remedial plan is in place where necessary in the Company's opinion, and the Company has reason to believe that any possible liabilities will not be material, although there can be no assurance that such liabilities will not be material. The Company regularly makes capital and operating expenditures to stay in compliance with applicable environmental laws. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company's businesses, as it is with other companies engaged in similar businesses, and there can be no assurance that environmental liabilities, including compliance and remediation costs, will not have a material adverse effect on the Company in the future. In addition, future events, such as changes in or modified interpretations of existing laws or regulations or enforcement policies, or further investigation or evaluation of the potential health hazards of certain products or business activities, may give rise to additional compliance and other costs that could have a material adverse effect on the Company. HIGHLY COMPETITIVE MARKETS The manufacture and sale of recycled paperboard and converted paperboard products are highly competitive. The Company competes with a variety of companies, some of which are larger and have greater resources than the Company. In most of its markets the Company's competitors are capable of supplying products that would meet customer needs. There can be no assurance that the Company will be able to continue competing successfully. -4- 7 POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN ARTICLES OF INCORPORATION AND BYLAW PROVISIONS; POSSIBLE ISSUANCES OF PREFERRED STOCK; SHAREHOLDER RIGHTS PLAN Certain provisions of the Company's articles of incorporation and bylaws, as well as a shareholder rights plan, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of the outstanding voting stock of the Company and, as a result, have the effect of discouraging bids for the Company's Common Stock at a premium and adversely affecting the market price of the Common Stock. The Company's articles of incorporation authorize 5,000,000 shares of preferred stock (the "Preferred Stock"), which may be issued in the future without further shareholder approval upon such terms and conditions, and having such rights, privileges and preferences, as the Board of Directors may determine. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The Company's Board of Directors is divided into three classes with staggered terms, and the Company's articles of incorporation provide that directors may be removed only for cause. The shareholder rights plan generally provides a mechanism by which the Board of Directors and shareholders may act to substantially dilute the share position of any takeover bidder who acquires 20% or more of the Common Stock. DEPENDENCE ON KEY PERSONNEL The Company's operations are dependent on the continued efforts of its executive officers and senior management. In addition, the Company is dependent on the performance and productivity of its local managers. The loss of some of the Company's key managers could have an adverse effect on the Company's operations, including the Company's ability to establish and maintain customer relationships. The Company maintains no key person insurance policies on any of its executive officers or other senior managers. If the Company is unable to attract and retain key employees to perform these services, the Company's business could be adversely affected. STOCK PRICE VOLATILITY From time to time, there may be significant volatility in the market price of the Common Stock. Factors such as announcements of fluctuations in the Company's or its competitors' operating results, recovered fiber costs, market conditions for paper industry stocks or manufacturing stocks in general, changes in general conditions in the economy or financial markets, natural disasters or other developments could cause the market price of the Common Stock to fluctuate substantially. In addition, the stock market in recent years has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of affected companies. These broad fluctuations may adversely affect the market price of the Common Stock. PLAN OF DISTRIBUTION This Prospectus covers the offer and sale of up to 800,000 shares which the Company may issue from time to time in connection with the future direct and indirect acquisitions of other businesses, properties or securities in business combination transactions in accordance with Rule 415(a)(1)(viii) of Regulation C under the Securities Act. The Company expects that the terms upon which it may issue the shares will be determined through negotiations with the securityholders or principal owners of the businesses whose securities or assets are acquired. It is expected that the shares that are issued will be valued at prices reasonably related to market prices for the Common Stock prevailing either at the time an acquisition agreement is executed or at the time an acquisition is consummated. All expenses of this Offering will be paid by the Company. No underwriting discounts or commissions will be paid in connection with the issuance of shares by the Company in business combination transactions, although finder's fees may be paid with respect to specific acquisitions. Any person receiving a finder's fee may be deemed to be an Underwriter within the meaning of the Securities Act. The Company's Common Stock will be quoted on the NASDAQ national market system, but the shares offered hereunder may be subject to certain contractual holding period requirements. -5- 8 REGISTRAR AND TRANSFER AGENT The registrar and transfer agent for the Common Stock is First Union National Bank of North Carolina, Charlotte, North Carolina. LEGAL MATTERS Certain legal matters in connection with the shares of Common Stock offered hereby will be passed on for the Company by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina. Russell M. Robinson, II, a shareholder in the firm of Robinson, Bradshaw & Hinson, P.A., is Chairman of the Board of Directors of the Company. Robinson, Bradshaw & Hinson, P.A. is the Company's principal outside legal counsel. Certain members of such firm beneficially owned approximately 118,355 shares of the Company's Common Stock as of the date of this Prospectus. EXPERTS The consolidated financial statements and schedule incorporated by reference in this Prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference in reliance upon the authority of said firm as experts. -7- 9 __________________________ No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Shareholder. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any date subsequent to the date hereof. TABLE OF CONTENTS
Page ---- AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 REGISTRAR AND TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
800,000 SHARES CARAUSTAR INDUSTRIES, INC. COMMON STOCK ============ PROSPECTUS ----------- , 1997 ========= 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 55-2-02 of the North Carolina Business Corporation Act (the "Business Corporation Act") enables a corporation in its articles of incorporation to eliminate or limit, with certain exceptions, the personal liability of a director for monetary damages for breach of duty as a director. No such provision is effective to eliminate or limit a director's liability for (i) acts or omissions that the director at the time of the breach knew or believed to be clearly in conflict with the best interests of the corporation, (ii) improper distributions as described in Section 55-8-33 of the Business Corporation Act, (iii) any transaction from which the director derived an improper personal benefit or (iv) acts or omissions occurring prior to the date the exculpatory provision became effective. The registrant's articles of incorporation limit the personal liability of its directors to the fullest extent permitted by the Business Corporation Act. Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or nonstatutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify a director, officer, employee or agent of the corporation who was, is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative because of the fact that such person was or is a director, officer, agent or employee of the corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. This indemnity may include the obligation to pay any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in connection with a proceeding (including counsel fees), but no such indemnification may be granted unless such director, officer, employee or agent (i) conducted himself in good faith, (ii) reasonably believed (1) that any action taken in his official capacity with the corporation was in the best interests of the corporation or (2) that in all other cases his conduct was not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Whether a director has met the requisite standard of conduct for the type of indemnification set forth above is determined by the board of directors, a committee of directors, special legal counsel or the shareholders in accordance with Section 55-8-55 of the Business Corporation Act. A corporation may not indemnify a director under the statutory scheme in connection with a proceeding by or in the right of the corporation in which a director was adjudged liable to the corporation or in connection with any other proceeding in which a director was adjudged liable on the basis of having received an improper personal benefit. In addition to, and notwithstanding the conditions of and limitations on, the indemnification described above under the statutory scheme, Section 55-8-57 of the Business Corporation Act permits a corporation to indemnify, or agree to II-1 11 indemnify, any of its directors, officers, employees or agents against liability and expenses (including counsel fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Because the registrant's bylaws provide for indemnification to the fullest extent permitted under the Business Corporation Act, the registrant may indemnify its directors, officers, employees and agents in advance with either the statutory or nonstatutory standard. Additionally, the registrant is contractually obligated to indemnify, to the fullest extent permitted by law, four individuals, three of whom are directors of the registrant, for liabilities and expenses incurred through service as directors of Standard Gypsum Corporation, a subsidiary of the registrant. These indemnification agreements are dated July 1, 1987. Two of the four individuals are no longer directors of Standard Gypsum Corporation. Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was, or was threatened to be, made a party because he is or was a director or officer of the corporation. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8- 56 of the Business Corporation Act. Additionally, Section 55-8-57 of the Business Corporation Act authorizes a corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the Business Corporation Act to indemnify that person. The registrant has purchased and maintains such insurance. II-2 12 ITEM 21. EXHIBITS. The following is a list of all the exhibits filed as part of the Registration Statement. EXHIBITS
EXHIBIT NO. EXHIBIT 2.01 - Contribution Agreement between Tenneco Packaging Inc. and Caraustar Industries, Inc. regarding the information of a Partnership, dated as of June 21, 1996 (including Annex A, Form of Partnership Agreement), as amended by Amendment to Contribution Agreement dated July 15, 1996 (Incorporated by reference - Exhibit 2 to Current Report on Form 8-K dated July 15, 1996 [SEC File No. 0-20646]) 3.01 - Amended and Restated Articles of Incorporation of the Company (Incorporated by reference - Exhibit 3.01 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646]) 3.02 - Second Amended and Restated Bylaws of the Company (Incorporated by reference - Exhibit 3.02 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646]) 4.01 - Specimen Common Stock Certificate (Incorporated by reference - Exhibit 4.01 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 4.02 - Articles 3 and 4 of the Company's Amended and Restated Articles of Incorporation (Incorporated by reference - included in Exhibit 3.01 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646]) 4.03 - Article II of the Company's Second Amended and Restated Bylaws (Incorporated by reference - included in Exhibit 3.02 to Annual Report for 1992 on Form 10-K [SEC File No. 0-20646]) 4.04 - Rights Agreement, dated as of April 9, 1995, between Caraustar Industries, Inc. and First Union National Bank of North Carolina, as Rights Agent (Incorporated by reference - Exhibit 1 to Current Report on Form 8-K dated April 19, 1995 [SEC File No. 0-20646]) 5.1** - Opinion of Robinson, Bradshaw & Hinson, P.A. 10.01 - Credit Agreement dated as of June 2, 1995, by and among the Company, the Banks signatory thereto from time to time, NationsBank, N.A. (Carolinas) as Administrative and Managing Agent, Bankers Trust Company, as Managing Agent and CIBC, Inc., as Co-Agent, as amended by First Amendment to Credit Agreement, dated as of July 31, 1995 (Incorporated by reference - Exhibit 10.01 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File No. 0-20646]) 10.02 - Note Agreement, dated as of October 1, 1992, between the Company and the Prudential Insurance Company of America, regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference - Exhibit 10.02 to Annual Report on for 1992 Form 10-K [SEC File No. 0-20646]) 10.03 - Amendment Agreement, dated as of June 2, 1995, between the Company and the Prudential Insurance Company of America regarding the Company's 7.89% Senior Subordinated Notes (Incorporated by reference - Exhibit 10.03 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File No. 0-20646]) 10.4 - Employment Agreement, dated December 31, 1990, between the Company and Thomas V. Brown (Incorporated by reference - Exhibit 10.06 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.5 - Asset Purchase Agreement, dated August 7, 1992, between the Company and Domtar Gypsum Inc. (Incorporated by reference - Exhibit 10.07 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.6 - Deferred Compensation Plan, together with copies of existing individual deferred compensation agreements (Incorporated by reference - Exhibit 10.08 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.7 - 1987 Executive Stock Option Plan (Incorporated by reference - Exhibit 10.09 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.8 - 1993 Key Employees' Share Ownership Plan (Incorporated by reference - Exhibit 10.10 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.9 - Energy Purchase Agreement, dated December 18, 1989, between Camden Paperboard Corporation and Camden Cogen, L.P. (Incorporated by reference - Exhibit 10.11 to Registration Statement on Form S-1 [SEC File No. 33-50582]) 10.10 - Incentive Bonus Plan of the Company (Incorporated by reference - Exhibit 10.10 to Annual Report for 1993 on Form 10-K [SEC File No. 0-20646]) 10.11 - Agreement and Plan of Merger, dated as of September 13, 1995, among the Company, CSAR Acquisition, Inc., GAR Holding Company and each of the stockholders, warrantholders and optionees of GAR Holding Company, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of October 31, 1995 (Incorporated by reference - Exhibit 10.11 to Report on Form 10-Q for the quarter ended September 30, 1995 [SEC File No. 0-20646]) 10.12 - 1996 Director Equity Plan of the Company (Incorporated by reference - Exhibit 10.12 to Report on Form 10-Q for the quarter ended March 31, 1996 [SEC File No. 0-20646]) 11.01 - Computation of Earnings per share (Incorporated by reference - Exhibit 11.01 to Report on Form 10-Q for the quarter ended March 31, 1997 [SEC File No. 0-20646]) 23.1* - Consent of Arthur Andersen LLP 23.2* - Consent of Robinson, Bradshaw & Hinson, P.A. 24* - Power of Attorney (included on the signature pages to this Registration Statement).
* Filed herewith. ** To Be filed By amendment. ITEM 22. UNDERTAKINGS The undersigned registrant hereby undertakes as follows: (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, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 the undertakings in subparts (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by such subparts is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this 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; II-3 13 (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 section 15(d) of the Securities Exchange Act 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 the registration statement 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. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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. (6) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reoffering by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. (7) That every prospectus (i) that is filed pursuant to paragraph (6) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each sub 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. (8) To respect to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-4 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austell, State of Georgia on June 20, 1997. CARAUSTAR INDUSTRIES, INC. By: /s/ H. Lee Thrash, III ------------------------------------------ H. Lee Thrash, III Vice President and Chief Financial Officer-Finance Each of the undersigned hereby constitues and appoints H. Lee Thrash, III and Thomas V. Brown, and each of them, with full power to act without the other and with full power of substitution and resubstitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place, and stead, in any and all capacities, to sign on his behalf any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and any related registration statement (and any amendments thereto) filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their substitutes shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons and in the capacities indicated on June 20, 1997.
SIGNATURE TITLE /s/ Thomas V. Brown ----------------------------------------- Thomas V. Brown Director, President and Chief Executive Officer (Principal Executive Officer) /s/ H. Lee Thrash, III ----------------------------------------- H. Lee Thrash, III Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer /s/ Russell M. Robinson, II ----------------------------------------- Russell M. Robinson, II Chairman of the Board of Directors /s/ Ralph M. Holt, Jr. ----------------------------------------- Ralph M. Holt, Jr. Director /s/ Maxine Francis Forrest - ------------------------------------------ Maxine Francis Forrest Director
II-5 EX-23.1 2 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 4, 1997 included in Form 10-K of Caraustar Industries, Inc. for the year ended December 31, 1996, our report dated August 12, 1996 included in Form 8-K/A of Caraustar Industries, Inc. filed September 25, 1996, our report dated February 6, 1995 included in Form 10-Q/A of Caraustar Industries, Inc. filed December 6, 1995 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Atlanta, Georgia June 18, 1997 EX-23.2 3 CONSENT OF ROBINSON, BRADSHAW 1 EXHIBIT 23.2 ROBINSON, BRADSHAW & HINSON, P.A. ATTORNEYS AT LAW ONE INDEPENDENCE CENTER SOUTH CAROLINA OFFICE 101 NORTH TRYON STREET, SUITE 1900 THE GUARDIAN BUILDING PATRICK S. BRYANT CHARLOTTE,NORTH CAROLINA 28246-1900 ONE LAW PLACE - (704) 377-8366 SUITE 600 P.O. DRAWER 12070 ROCK HILL, SC 29731 TELEPHONE (704) 377-2536 FAX (704) 378-4000 TELEPHONE (803) 325-2900 FAX (803) 325-2929 June 23, 1997 Caraustar Industries, Inc. 3100 Washington Street Austell, Georgia 30001 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We refer to the Registration Statement on Form S-4 (the "Registration Statement") of Caraustar Industries, Inc., a North Carolina corporation (hereinafter referred to as the "Company"), to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), up to 800,000 shares of the Company's Common Stock, par value $.10 per share (the "Shares"), for issuance from time to time in connection with business acquisitions. We hereby consent to being named therein and in the prospectus that constitutes a part thereof as attorneys who will pass upon certain legal matters in connection with the validity of the Shares. Very truly yours, ROBINSON, BRADSHAW & HINSON, P.A. /s/ Patrick S. Bryant --------------------------------- Patrick S. Bryant -----END PRIVACY-ENHANCED MESSAGE-----