10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, Commission File Number 1-2300 1994 SCOTT PAPER COMPANY A Pennsylvania Corporation IRS Employer Identification No. 23- 1065080 Scott Plaza Philadelphia, Pennsylvania 19113-1585 Telephone (610) 522-5000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED -------------------------------- ---------------------------------------------- Cumulative Senior Preferred Shares (without par value) Series designated $3.40 Cumula- tive Senior Preferred Shares.. Philadelphia Stock Exchange Series designated $4.00 Cumula- tive Senior Preferred Shares.. Philadelphia Stock Exchange Common Shares (without par val- New York Stock Exchange; Philadelphia Stock ue)............................ Exchange; Pacific Stock Exchange
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [_] INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING: $5,839,610,000 AT THE CLOSE OF BUSINESS ON FEBRUARY 17, 1995. INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 76,086,131 COMMON SHARES OUTSTANDING AS OF FEBRUARY 17, 1995. DOCUMENTS INCORPORATED BY REFERENCE: (1) THE COMPANY'S 1994 ANNUAL REPORT TO SHAREHOLDERS INCORPORATED PARTIALLY IN PARTS I AND II HEREOF AND (2) THE COMPANY'S PROXY STATEMENT DATED MARCH 10, 1995, INCORPORATED PARTIALLY IN PARTS II AND III HEREOF. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCOTT PAPER COMPANY ------------------------------- (Registrant) By: /s/ Frank W. Bubb, III --------------------------- Frank W. Bubb, III Staff Vice President and Chief Financial Counsel Dated: March 31, 1995 EX-24 2 POWERS OF ATTORNEY POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS that each of the undersigned Directors of Scott Paper Company does hereby nominate, constitute and appoint J. P. Murtagh, S. D. Ford and F. W. Bubb, III, or any one of them, as his or her agents or agent and attorneys or attorney in fact, in his or her name to execute on behalf of Scott Paper Company its Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1994, the authority herein given to include execution of amendments to any part of such Annual Report on Form 10-K, and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF each of the undersigned has executed this Power of Attorney this 28th day of March 1995. /s/ William A. Andres /s/ Richard K. Lochridge -------------------------------- -------------------------------- William A. Andres Richard K. Lochridge /s/ Jack J. Crocker /s/ Bruce K. MacLaury -------------------------------- -------------------------------- Jack J. Crocker Bruce K. MacLaury /s/ Albert J. Dunlap -------------------------------- -------------------------------- Albert J. Dunlap Claudine B. Malone /s/ Gary L. Roubos -------------------------------- -------------------------------- John F. Fort, III Gary L. Roubos /s/ Peter Harf -------------------------------- -------------------------------- Peter Harf Paula Stern