ITEM 1. BUSINESS
GENERAL
Union Camp Corporation is a Virginia corporation resulting from a merger in 1956 of Union Bag and Paper Corporation and Camp Manufacturing Company, Incorporated. Predecessor businesses were started in 1861 and 1887, respectively. As used in this Report, the terms "Union Camp" and the "Company" mean Union Camp Corporation and its subsidiaries unless the context otherwise requires.
Union Camp's principal business segments are the manufacture and sale of paper and paperboard, packaging products and wood products and the production and sale of chemicals, including flavors and fragrances. Information about developments during 1993 relating to Union Camp's business appears in the following portions of the Union Camp 1993 Annual Report and is incorporated by reference in this Item 1: the text under the caption "Packaging Group" on pages 4 and 5, page 6 other than the text after the first sentence of the carryover paragraph, page 8 other than the second paragraph, and page 9; the text under the caption "Fine Paper" on page 10, page 11 other than the carryover paragraph, and the second paragraph on page 13; the text under the caption "Chemical Group" on pages 14, 15 and 16; the text under the caption "Overseas" on page 18 other than the last sentence in the third paragraph and the carryover paragraph and the text on page 19 other than the carryover sentence from page 18; the text under the caption "Wood Products" on page 20; and the text under the caption "Wood and Land Resources" in the first two paragraphs on page 22 and the last paragraph on page 23. Information about the Company's research and development activities appears under the caption "Research and Development Costs" in Note 1 of Notes to Consolidated Financial Statements on page 35 of the Union Camp 1993 Annual Report and is incorporated by reference in this Item 1.
Revenue, operating profits and other financial data for the principal business segments and for the foreign and domestic operations and the dollar amounts of export sales of Union Camp for the years ended December 31, 1993, 1992 and 1991 appear in Note 14 of Notes to Consolidated Financial Statements on page 40 of the Union Camp 1993 Annual Report and are incorporated by reference in this Item 1. The international operations of Union Camp and its subsidiaries are subject to the risks of doing business abroad, including currency fluctuations, foreign government regulation and changes in political environments.
During 1993, Union Camp's consolidated sales and operating profit were generated primarily by domestic operations.
PAPER AND PAPERBOARD
Union Camp's Fine Paper Division produces bleached paper and paperboard and its Kraft Paper and Board Division produces unbleached paper and paperboard. Those products are its largest contributors to profits. Union Camp's total production of bleached and unbleached paper and paperboard in
1993 was approximately 3,327,000 tons, of which about 59% was unbleached and 41% was bleached.
The Company operates four large paper mills at Savannah, Georgia, Prattville, Alabama, Franklin, Virginia and Eastover, South Carolina. They are fully integrated in that all pulp required to support paper manufacturing is produced at the mill sites. Combined operating capacity is estimated to be approximately 3.5 million tons in 1994.
The Savannah, Georgia mill produces unbleached kraft linerboard and paper, including saturating kraft, a specialized paper which is used by others as a backing material for decorative and industrial laminates. Unbleached kraft paper is used primarily in the manufacture of retail bags and sacks and multiwall bags and unbleached kraft linerboard is used primarily in the manufacture of corrugated shipping containers (see the next section entitled "Packaging Products"). There are six operational machines at the Savannah mill. The two paper machines at the Prattville, Alabama unbleached kraft mill produce kraft linerboard. In 1993, the Company converted about 66% of its unbleached kraft linerboard and paper production into packaging products and sold essentially all of the rest to others for conversion into similar products.
The Franklin, Virginia mill produces bleached uncoated free sheet which is sold to others in roll and sheet form for conversion into envelopes, forms and tablets. Bleached uncoated free sheet offset and business papers, also produced in roll and sheet form, are sold through wholesale distributors to commercial printers and office end users. The Franklin mill also produces coated and uncoated bleached bristol grades which are sold to others for a variety of end uses, such as greeting cards, book covers and file folders. There are four paper machines and two board machines at this mill. During 1993, and as part of a $165 million modernization program, Union Camp began construction of an approximately $100 million office paper recycling (deink) facility at the Franklin, Virginia mill. The recycling facility is described on page 29 of the Union Camp 1993 Annual Report in the fourth and sixth sentences of the second paragraph under the caption "Capital Expenditures" and that text is incorporated by reference in this Item 1.
The Eastover, South Carolina mill produces bleached uncoated free sheet which, like the Franklin product, is sold to others in roll and sheet form for the same end uses. The two-machine Eastover mill has an excess of pulp capacity which is used together with an on-site pulp dryer to produce bleached pulp for sale to others in domestic and international markets.
In 1993, Union Camp sold about 26% of its bleached paper and paperboard production in converted or sheet form. This includes approximately 2% converted by its own plants into folding cartons, bags, and stationery.
The four integrated mills use sulfate pulping chemistry, also referred to as the kraft process. Both hardwood and pine timber are used at all four mills. Approximately 22% of the Company's wood pulp production utilizes timber harvested from lands owned or controlled by the Company. Timber use at the Prattville and Savannah mills is supplemented with recycled waste paper acquired from others and the Company's converting plants (see the next section entitled "Packaging Products").
PACKAGING PRODUCTS
From its mill production of paper and paperboard, Union Camp makes bags and sacks and corrugated and solid fibre containers.
Union Camp produces paper bags such as grocery bags and grocer sacks used to package food, merchandise bags for dry goods items, multiwall bags used to package cement, insulation, feed, fertilizer, clay, pet food,
chemical and mineral products and specialty bags used in packaging charcoal, produce, sugar, flour, seed, coffee, microwaveable popcorn and other miscellaneous items. Union Camp also produces high density plastic bags for various retail packaging applications and low density plastic products for industrial applications including stretch packaging and plastic shipping sacks. In addition, the flexible packaging plant in Asheville, North Carolina produces extrusion coated and laminated substrates as well as printed labels for the composite can industry.
Union Camp produces corrugated and solid fibre containers used to ship and store canned, bottled and packaged products for a wide variety of customers, including food processors and textile, furniture, chemical and automotive manufacturers.
Other packaging products include folding cartons, on which Union Camp does high quality gravure and lithographic printing, which are used for shelf packaging in retail stores.
In addition, corrugated containers are produced by wholly-owned, consolidated subsidiaries in Spain, the Canary Islands, the Republic of Ireland and Puerto Rico. A corrugated container manufacturing plant in Chile, which is owned by a majority owned consolidated subsidiary of Union Camp, serves that country's fresh fruit exporters and the country's expanding industrial base.
WOOD PRODUCTS
Union Camp produces southern pine lumber, plywood and particleboard. Its wood products mills have the capacity to produce 470,000,000 board feet of lumber, 235,000,000 square feet (3/8" basis) of plywood and 96,000,000 square feet (3/4" basis) of particleboard annually. Union Camp's wood products mills produced at 100% of capacity in 1993. Its wood products are used in home construction and industrial markets such as furniture, cabinets and fixtures. The wood products mills also produce significant quantities of wood chips for use in Union Camp's papermaking operations.
CHEMICAL GROUP
The Chemical Group consists of two operating units: Chemical Products Division and Bush Boake Allen.
The Chemical Products Division produces a variety of wood-based and non- wood-based chemicals. Wood-based chemicals, which are by-products of pulp mill operations, include tall oil and turpentine chemicals. Tall oil is a mixture of rosin and fatty acids which are by-products of the pulping process. Tall oil rosins are converted into rosin-based resins and fatty acids are converted into dimer acids and polyamide resins. These products are used in coatings, adhesives, printing inks, paper sizing and oil field chemicals. Non-wood-based chemicals, which are complementary to Union Camp's pulp-derived tall oil fatty acids, are produced by converting vegetable oils into a variety of esters and other derivatives. These are sold primarily for use in cosmetics, lubricants, plastics, surfactants and rubber. The Chemical Products Division has five processing facilities, three of which are in the United States and two of which are in England.
Bush Boake Allen is a producer of flavors (including essential oils, seasonings and spice extracts) and fragrance and aroma chemicals. The flavor products impart a desired taste and smell to a broad range of products, including soft drinks, confections, dietary foods, snack foods, dairy products, pharmaceuticals and alcoholic beverages. The fragrance products are used in a wide variety of household items, including soaps, detergents, air fresheners, toiletries and related products. The flavor and fragrance compounds are sold primarily to major consumer product companies which use
these products in conjunction with other natural and synthetic ingredients to make their products more appealing to consumers. The aroma chemicals produced by Bush Boake Allen are primarily used by major multinational consumer product manufacturers as fragrance raw materials or are used by Bush Boake Allen in its own fragrance compounds. Bush Boake Allen has developed a broad-based global presence with operations in 35 countries in North and South America, Europe, Asia, Australia, The Middle East and Africa.
CAPITAL EXPENDITURES
Information about Union Camp's 1993 and estimated 1994 capital expenditures appears on page 29 of the Union Camp 1993 Annual Report in the text under the caption "Capital Expenditures" and is incorporated by reference in this Item 1.
MARKETING
Most of Union Camp's sales, other than its chemical sales, are made in the United States east of the Rocky Mountains, through a variety of distribution methods. Paper and paperboard are sold both directly to converters and through merchants. Packaging materials are sold directly to the industrial and agricultural trades, primarily by Union Camp sales representatives and to a lesser extent through distributors. In addition, retail bags and wrappings are sold both directly to national chain stores and through paper merchants and wholesale grocers to independent retail outlets. Wood products are sold through building supply dealers and directly to industrial users.
Union Camp chemicals are sold worldwide with most sales being made to customers in the United States and European Economic Community countries. Through various English and other overseas subsidiaries and related companies of Bush Boake Allen, Union Camp sells in the worldwide markets for flavors and fragrances and related products. Chemical products generally are sold directly to industrial users and to a lesser extent through agents and distributors. During 1993, Union Camp's chemical exports from the United States were about 6% of the total chemical sales of Union Camp and its subsidiaries. In addition, approximately 51% of such total chemical sales originated from the production facilities of subsidiaries located outside the United States.
In 1993, Union Camp sold in the export market approximately 14% of its production of paper and paperboard.
LAND DEVELOPMENT AND HOUSING
Union Camp's real estate subsidiary, The Branigar Organization, Inc., is engaged in the development and sale of land for recreational and residential uses in Georgia and North Carolina. Another subsidiary, Transtates Properties Incorporated, is developing sites for commercial properties at highway interchanges in Georgia and South Carolina.
COMPETITION
All of Union Camp's products are sold in highly competitive markets in which there are many large and well-established companies, of which Union Camp is one. Competition in each of Union Camp's markets is based on price, quality of product, service and production innovation.
TIMBER RESOURCES
The basic raw material for Union Camp's business is timber, a renewable resource. Union Camp controls approximately 1,575,000 acres of timberlands in Georgia, Alabama, Virginia, Florida, North Carolina and South Carolina, of
which approximately 1,544,000 acres are owned and the balance is held under long-term leases. In 1993, Union Camp obtained approximately 28% of its total timber requirements from its own timberlands and purchased the balance from others.
Union Camp operates its timberlands on a sustained yield basis. As Union Camp obtains timber from natural stands of its trees, Union Camp replaces the harvested woodlands with a "plantation" reforestation program. Union Camp began reforestation on its timberlands in the mid-1950's and now has approximately 925,000 acres in plantation growth. It planted about 42,000 acres under the plantation program in 1993 and expects to plant approximately 42,000 acres in 1994. These plantation programs result in increased yield per acre. The current growing cycle for most of Union Camp's plantations averages between 22 and 25 years. Union Camp anticipates that for the foreseeable future there will be an adequate supply of timber for its operations from its own lands and other sources.
ENVIRONMENTAL PROTECTION ACTIVITIES
Union Camp is committed to complying with applicable environmental protection control laws and to assuring that its operations protect public health and safety. Wastewater treatment facilities and/or atmospheric emission control equipment at various Union Camp locations, which currently comply with applicable restrictions, may have to be upgraded to comply with new limitations that may be imposed when federal and state permits are renewed and as regulations are promulgated implementing revisions to federal and state air and water pollution control laws.
The development of new analytical capability, over a thousand times more sensitive than previously available, revealed minute, trace amounts of dioxin in the pulp, sludge and wastewater of bleached kraft pulp mills in 1985. This discovery led to intensive studies of the health effects of exposure to these trace amounts and, simultaneously, efforts to reduce the minute quantity of this unwanted by-product which is formed during the bleaching process. The Company believes that human exposure to dioxin in the trace concentrations found in the Company's treated wastewater does not cause any health problem. The basis for the Company's statement that human health problems are not caused by the trace quantities of dioxin discharged with its treated wastewater is its internal technical evaluation of various studies and reports concerning dioxin and the known effects from exposure.
Meanwhile, Union Camp's continuing research and development efforts in water conservation methods led to the development of a new bleaching process which has important environmental advantages and, as a collateral benefit, virtually eliminates dioxin. In general terms, C-Free(TM) pulp is produced in this new bleaching process developed by Union Camp, through use of ozone as a primary bleaching agent instead of elemental chlorine, which is used in most conventional operations. This development, including related bleaching process improvements in the use of oxygen and in various extraction steps, resulted in the issuance of twelve patents, with eighteen additional patents currently pending.
The most significant environmental achievements of this process are dramatic reductions in chlorinated organics, including dioxin and chloroform, and the ability to recycle most of the bleach plant's wastewater, which is not possible when using chlorine because of its corrosive nature. Following is a list of pollutants and the amount each is reduced by the Company's new bleaching process as compared to conventional bleaching processes.
These data are based on extensive laboratory and pilot plant testing and measurements at the Company's Franklin mill where a commercial ozone bleaching line has been installed. The Company has installed this new process on one of the bleaching lines at its Franklin, Virginia mill and the process is available for licensing by others in the industry.
Union Camp invested approximately $23 million in environmental control facilities in 1993 and approximately $163 million over the past five years. The five year figure includes environmental control elements of a large modernization and expansion program completed in 1991. Over the next two years, it is estimated that environmental control expenditures will average approximately 9% of projected capital spending. Environmental control expenditures divert capital and may increase operating and financing costs. To that extent, they have an adverse impact on earnings.
During the next several years, the cost of compliance with environmental control laws will depend upon the application of existing and new regulations and on revisions to existing statutes. Union Camp believes such costs will not adversely affect its competitive position within the paper and chemical industries since most paper and chemical companies have similar air, water and solid waste disposal concerns. To the extent the current dioxin controversy has an adverse effect on the U.S. bleached kraft pulp industries, Union Camp believes it will not be competitively disadvantaged because it believes it has lower than average dioxin production due to the extensive use of oxygen instead of chlorine bleaching at both its bleached kraft mills, and because of its discovery, introduction and commercialization of the proprietary process for producing C-Free(TM) pulp.
EMPLOYEES
Union Camp and its subsidiaries employ approximately 19,000 people, approximately 42% of whom are represented by 69 unions under collective bargaining agreements. Contracts involving approximately 2,608 hourly employees were negotiated during 1993 and contracts involving approximately 3,301 hourly employees are subject to renegotiation and renewal in 1994. Union Camp believes that its relationship with its employees is favorable and it has not experienced a strike at any major facility since mid-1974.
ITEM 2.


ITEM 2. PROPERTIES
Union Camp's mills and plants, domestic and foreign, are at the locations listed below and primarily produce the items described in the heading for each group. Union Camp's corporate headquarters is in Wayne, New Jersey and its principal research facilities are located in its corporate technology center in Princeton, New Jersey. Except for a few facilities which in the aggregate are not material, Union Camp owns all of the following mills and plants, in some cases subject to financing leases or similar arrangements.
PAPER AND PAPERBOARD INDUSTRY SEGMENT
Paper and Paperboard
The four paper mills located at the sites listed below are the Company's principal facilities. Reference is made to Item 1 of this Report for information regarding their general character, including the products they produce, their productive capacity and the extent of utilization.
Eastover, South Carolina Franklin, Virginia Prattville, Alabama Savannah, Georgia
Paper Finishing
The three converting plants listed below are part of the Company's Fine Paper Division. They convert large rolls of paper produced by the division into folio sheets for commercial printers and office size sheets for home and business use.
Franklin, Virginia Normal, Illinois Sumter, South Carolina
PACKAGING PRODUCTS INDUSTRY SEGMENT
Paper Bags
The plants listed below produce paper grocery bags and sacks including shopping bags which are sold principally to retailers, mass merchandisers, department stores and fast food restaurants.
Richmond, Virginia Savannah, Georgia
The plants listed below produce multiwall bags of various substrates for products such as cement, seed, feed, pet food, sugar, cookies and popcorn.
Denton, Texas Seymour, Indiana Hanford, California Sibley, Iowa Hazleton, Pennsylvania Spartanburg, South Carolina Monticello, Arkansas Tifton, Georgia St. Louis, Missouri
Plastic Products
The plants listed below produce polyethylene packaging and roll stock for packaging a variety of agricultural and industrial products and such consumer items as ice, salt, tissues and disposable diapers.
Griffin, Georgia Monticello, Arkansas Tomah, Wisconsin
The plant listed below produces single ply plastic bags for sale to retailers.
Shelbyville, Kentucky
Specialty Flexible Packaging
The plant listed below produces extrusion coated and laminated substrates as well as printed labels for the composite can industry.
Asheville, North Carolina
Corrugated Containers
The plants listed below use a corrugator to manufacture corrugated sheets by gluing a fluted paperboard material called medium between two or more flat facings of linerboard. These corrugated sheets are then sold or made into boxes or corrugated containers in a separate operation at these plants.
Ashbourne, Republic of Ireland Lafayette, Louisiana Atlanta, Georgia Lakeland, Florida Auburn, Maine La Laguna, Tenerife, Spain Bayamon, Puerto Rico Las Palmas de Gran Canaria, Spain Centerville, Ohio Morristown, Tennessee Chicago, Illinois Newtown, Connecticut Cleveland, Ohio Rancagua, Chile Decatur, Alabama Richmond, Virginia Denver, Colorado San Antonio, Texas Gandia, Spain Savannah, Georgia Houston, Mississippi Spartanburg, South Carolina Kalamazoo, Michigan Trenton, New Jersey Kansas City, Missouri Washington, Pennsylvania
Finishing
The plants listed below use equipment that converts corrugated sheets into boxes or laminates a printed sheet of paper to one panel of a box or applies a wax coating to a finished box.
Conway, Arkansas Eaton Park, Florida Edinburgh, Texas Flint, Michigan Kansas City, Missouri Statesboro, Georgia
Graphics
The first two plants listed below use a process that adheres medium to a single linerboard sheet to produce singleface and then glues a printed label to the singleface. These sheets are then made into boxes at these plants. The remaining facility produces printed rolls of linerboard prior to the manufacture of corrugated sheets.
Conway, Arkansas Stockton, California Savannah, Georgia
Solid Fibre Products
The plant listed below manufactures solid fibre sheets by gluing two or more flat linerboard sheets together. These solid fibre sheets are then made into boxes or solid fibre containers in a separate operation.
Lancaster, Pennsylvania
Folding Cartons and Gravure Printing
The plants listed below produce folding cartons with high quality gravure and lithographic printing which are used to package cosmetics, toiletries, pharmaceutical and food products.
Clifton, New Jersey Englewood, New Jersey
Moonachie, New Jersey
WOOD PRODUCTS INDUSTRY SEGMENT
Lumber
The chip and/or saw mills listed below produce wood chips, small timbers and/or dimension lumber.
Chapman, Alabama Folkston, Georgia Franklin, Virginia Meldrim, Georgia Opelika, Alabama Seaboard, North Carolina
Plywood
The plants listed below produce veneer and/or plywood panels for sale primarily for industrial applications including furniture, truck trailers and sound equipment.
Chapman, Alabama Thorsby, Alabama
Particleboard
The plant listed below uses wood shavings and other wood residues to produce particleboard which is cut to size and sold primarily to the furniture industry.
Franklin, Virginia
CHEMICAL INDUSTRY SEGMENT
The Chemical industry segment has two operating units, Bush Boake Allen and the Chemical Products Division.
The facilities listed below are part of the Bush Boake Allen unit which produces aroma chemicals, flavors, fragrances, essential oils, spices and seasonings. The process used and products produced by each facility are shown below.
The chemical processing facilities listed below are part of the Chemical Products Division which produces a variety of wood-based and non- wood-based chemicals. Shown below are the principal products of each facility.
In addition, in the Chemical industry segment, Union Camp has small consolidated subsidiary manufacturing (compounding and mixing) facilities at the following locations: Kingston, Jamaica; Auckland, New Zealand; Istanbul, Turkey; Knislinge, Sweden; Bangkok, Thailand; LaSalle, Canada and Bogor, Indonesia. The aggregate 1993 revenue from these small facilities was approximately $19.9 million.
Also see Item 1 for a discussion of Union Camp's timberland holdings used in Union Camp's Paper and Paperboard and Wood Products industry segments.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company believes there are no pending legal proceedings to which Union Camp or any of its subsidiaries is a party which will have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries taken as a whole.
While Union Camp has been designated a potentially responsible party at a number of hazardous waste sites pursuant to the Comprehensive Environmental Response and Compensation Liability Act and similar state laws, the Company believes that its designation and the pending legal proceedings will not have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries taken as a whole. The bases for the Company's opinion include: (i) the Company's experience defending or settling similar matters, the opinions of counsel representing the Company in such matters and an assessment, to the extent possible, of the claims made against and the defenses available to the Company; and (ii) in the case of environmental claims, an analysis of reasonable estimates, to the extent possible, of the cost of site investigation studies and remedial activities and the existence of other financially viable, potentially responsible parties. No credit has been assumed for any potential insurance reimbursement to the Company when the availability of the insurance coverage is not established.
The Company is unable to estimate environmental costs/liabilities for several reasons. In some cases, it has not been established that the Company is a potentially responsible party. In other cases, it is uncertain whether the Company will seek, be offered or accept a de minimis settlement with payment of a premium over otherwise estimated liability in order to secure full release. In many instances, the cost of remediation is speculative because remedial investigations and feasibility studies have not yet been contracted for, have not been completed or, alternatively, have been completed but acceptable remediation has not been chosen. Some settled cases also have "reopeners" for contamination discovered after full implementation of the clean-up remedy. Finally, insurance reimbursement is usually uncertain until matters are finally resolved.
In September, 1993, a Company facility in Jacksonville, Florida received a Notice of Violation (the "NOV") from the United States Environmental Protection Agency (the "EPA") alleging violation of the EPA's rules governing the burning of a hazardous waste in boilers (the Boiler and Industrial Furnace Rules or "BIF Rules") in connection with the burning by this Jacksonville facility of various turpentine fractions as fuels. In response to the NOV, the Company met with the EPA in November, 1993 to support the facility's position that burning turpentine fractions is not covered by the BIF Rules because the materials burned are not wastes, but historically have been sold as products or burned as fuel when the product's fuel value exceeded its market value. If it is required to comply with the BIF Rules, the Company estimates that it would incur capital expenditures of approximately $200,000. While the EPA has not instituted any enforcement action and has not sought penalties in connection with the NOV issued to the Company, there can be no assurances that it will not ultimately be determined that the BIF Rules apply or that the EPA will not seek penalties for past violations.
The Company remains a defendant in 89 suits filed in federal court in Alabama between October 1990 and January 1992 in which construction workers allege they were exposed to asbestos while performing work at various plant sites throughout Alabama and elsewhere. The many defendants named in each of these suits include owners of the premises where the work was being done, asbestos manufacturers whose equipment was being installed, distributors of asbestos containing products, insurance companies, and a safety equipment manufacturer. Union Camp is included in the premises owner category of defendants.
Union Camp was named as a defendant in two law suits brought in Texas state court during the third quarter of 1992 and as a defendant in a third lawsuit brought in Texas state court during the fourth quarter of 1993; approximately 4,000 plaintiffs are currently parties to these law suits. The plaintiffs are, for the most part, construction workers resident in Alabama
who allege they were exposed to asbestos while performing work at various plant sites in Alabama. These cases are similar to the 89 cases in the paragraph immediately above. Approximately 50 defendants have been named in the cases in Texas. They include asbestos manufacturers, distributors of asbestos-containing products, insurance companies, a manufacturer of safety equipment, parties who allegedly misrepresented the dangers of asbestos exposure, and the owners of the premises where the plaintiffs allege they were working when they were exposed to asbestos. Union Camp is included in the premises owner category of defendants.
The Company does not believe that these pending legal proceedings in Alabama and Texas are material. An estimate of potential liability cannot be made at this time.
In its Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, the Company previously reported that a subsidiary of the Company was added as a defendant in approximately 7,000 asbestos-related cases which had been pending in Mississippi state court for several years. During the third quarter of 1991, this subsidiary was named as a defendant in additional asbestos-related consolidated actions so that the total number of such cases was over 7,000. During the second quarter of 1992, the subsidiary was named in additional similar consolidated actions so that it is a defendant in excess of 10,000 such cases. The subsidiary was named in these cases because it allegedly was part of the chain of distribution of asbestos-containing products to facilities where the plaintiffs worked. The period of alleged exposure is 1930 through the present. The subsidiary did not manufacture asbestos or asbestos-containing products. Approximately 80 defendants have been named in each of these suits, including asbestos manufacturers, distributors, an insurance company and a manufacturer of safety equipment.
In late March 1993, the Company's subsidiary reached agreement to settle approximately 10,500 of these cases, with the settlement being funded by the Company's insurance carrier. This subsidiary remains a defendant in approximately 2,500 cases of which approximately 450 were filed in April 1993.
An estimate of potential liability cannot be made at this time. However, the Company does not believe that these pending legal proceedings are material to it.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF UNION CAMP
The executive officers of Union Camp as of March 1, 1994 were as follows:
The Company's Articles of Incorporation provide that the Board of Directors shall be divided into three classes, as nearly equal in size as possible. Each year the directors of one class are elected to serve terms of three years. Executive officers are elected for one year and until their successors are elected. There are no family relationships among directors and executive officers.
All of the executive officers listed above have held their present positions or other executive offices with Union Camp for the past five years, except as follows.
Mr. McClelland became President and Chief Operating Officer in December 1989. He had been an Executive Vice President since November 1988. Prior to that time, he had been a Director and Executive Vice President of International Paper Company and President and Chief Executive Officer of Hammermill Paper Company (a subsidiary of International Paper Company).
Mr. Reed was named Vice Chairman of the Board and Chief Financial Officer in April 1993. Previously he had been an Executive Vice President and Chief Financial Officer.
Mr. Barney became Vice President and Treasurer in December 1992. Previously, he was the Treasurer since November 1988.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information in response to the disclosure requirements specified by this Item 5 appears under the captions and on the pages of the Union Camp 1993 Annual Report indicated below and is incorporated by reference in this Item 5.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Information in response to the disclosure requirements specified by this Item 6 appears on pages 42 and 43 of the Union Camp 1993 Annual Report and is incorporated by reference in this Item 6.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information in response to the disclosure requirements specified by this Item 7 appears in the text under the caption "Financial Review" on pages 26 to 30 of the Union Camp 1993 Annual Report and is incorporated by reference in this Item 7.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information in response to the disclosure requirements specified by this Item 8 appears on pages 32 to 40 of the Union Camp 1993 Annual Report and is incorporated by reference in this Item 8.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to the disclosure requirements specified by this Item 10, with respect to (i) the directors of Union Camp, appears under the caption "Proposal 1 - Election of Directors" on pages 1 to 5 of the Union Camp 1994 Proxy Statement, (ii) the executive officers of Union Camp, appears under the caption "Executive Officers of Union Camp" in Part I of this Annual Report on Form 10-K and (iii) Section 16(a) of the Securities Exchange Act of 1934, as amended, appears under the caption "Section 16(a) Reporting" on page 18 of the Union Camp 1994 Proxy Statement. Such information is incorporated by reference in this Item 10.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to the disclosure requirements specified by this Item 11 appears under the captions "Board of Directors and Committees", "Executive Compensation", "Retirement Plans" and "Severance Arrangements" on pages 6 to 7, 9 to 12, 16 to 17 and 17 to 18, respectively, of the Union Camp 1994 Proxy Statement. Such information is incorporated by reference in this Item 11.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to the disclosure requirements specified by this Item 12 appears under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management as of December 31, 1993" on pages 8 and 9 of the Union Camp 1994 Proxy Statement and is incorporated by reference in this Item 12.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to the disclosure requirements specified by this Item 13 appears in the first footnote under the caption "Proposal 1 - Election of Directors" on page 5 of the Union Camp 1994 Proxy Statement and is incorporated by reference in this Item 13.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Index of financial statements
The following financial statements are included at the indicated page in the Union Camp 1993 Annual Report and are incorporated by reference in this Annual Report on Form 10-K:
(2) The following schedules, for the three years ended December 31, 1993, to the Financial Statements are included beginning at the indicated page in this Annual Report on Form 10-K:
All schedules other than those indicated above are omitted because of the absence of the conditions under which they are required or because the required information is set forth in the financial statements and their notes.
(3) All exhibits, including those incorporated by reference.
(b) Reports on Form 8-K.
No Current Report on Form 8-K was filed by the Registrant during the quarter ended December 31, 1993.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWNSHIP OF WAYNE, AND STATE OF NEW JERSEY, ON THE 28TH DAY OF MARCH, 1994.
UNION CAMP CORPORATION
By /s/ RAYMOND E. CARTLEDGE (Raymond E. Cartledge) Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities stated below on March 28, 1994.
SCHEDULE V
SCHEDULE VI
UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES ACCUMULATED DEPRECIATION AND AMORTIZATION OF PLANT AND EQUIPMENT; AND COST OF COMPANY TIMBER HARVESTED For the Years Ended December 31, 1993, 1992 and 1991 (thousands of dollars)
SCHEDULE VIII
SCHEDULE IX
UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES SHORT-TERM BORROWINGS For The Years Ended December 31, 1993, 1992 and 1991 (thousands of dollars)
SCHEDULE X
UNION CAMP CORPORATION AND CONSOLIDATED SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION For the Years Ended December 31, 1993, 1992 and 1991 (thousands of dollars)