-----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, NcRUHLeDTe1wrU/6ecKLK8yW8kpOAaCxdFdqITa6Mhm6kN+uOiWg/VIYgvkZPfaA xGG5pmYqJrWTK0C4YY7yEw== 0000009749-97-000067.txt : 19970222 0000009749-97-000067.hdr.sgml : 19970222 ACCESSION NUMBER: 0000009749-97-000067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORT HOWARD CORP CENTRAL INDEX KEY: 0000038195 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 391090992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32530 FILM NUMBER: 97534276 BUSINESS ADDRESS: STREET 1: 1919 S BROADWAY CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 4144358821 FORMER COMPANY: FORMER CONFORMED NAME: FORT HOWARD PAPER CO/DE DATE OF NAME CHANGE: 19870506 FORMER COMPANY: FORMER CONFORMED NAME: MARYLAND CUP CORP/WI DATE OF NAME CHANGE: 19840612 FORMER COMPANY: FORMER CONFORMED NAME: FORT HOWARD PAPER CO DATE OF NAME CHANGE: 19830926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 FORT HOWARD FORM 13G BANKERS TRUST NEW YORK CORPORATION One Bankers Trust Plaza New York, New York 10006 Linda L. Assali Mailing Address: Vice President BT Services Tennessee, Inc. Telephone: 615-835-2901 648 Grassmere Park Nashville, TN 37211 February 14, 1997 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on Fort Howard Corporation Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, Linda Assali Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fort Howard Corporation _______________________________________ NAME OF ISSUER: Common Stock (Par Value $.01) _______________________________________ TITLE OF CLASS OF SECURITIES 347461105 _______________________________________ CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 347461105 Page 2 of 8 Pages 1.NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Bankers Trust New York Corporation and its wholly owned subsidiaries, Bankers Trust Company,as investment manager, and BT Securities. 13-6180473 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust New York Corporation 1,325,451 shares Bankers Trust Company 71,550 shares BT Securities 21 shares 1,397,022 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust New York Corporation 0 shares Bankers Trust Company 0 shares BT Securities 0 shares 0 shares EACH 7. SOLE DISPOSITIVE POWER REPORTING Bankers Trust New York Corporation 0 shares Bankers Trust Company 169,750 shares BT Securities 21 shares 169,771 PERSON 8. SHARED DISPOSITIVE POWER WITH Bankers Trust New York Corporation 0 shares Bankers Trust Company 0 shares BT Securities 0 shares 0 shares CUSIP No. 347461105 Page 3 of 8 Pages 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,397,022 shares 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12.TYPE OF REPORTING PERSON * Bankers Trust New York Corporation - HC Bankers Trust Company - BK BT Securities - BD CUSIP No. 347461105 Page 4 of 8 Pages Item 1(a) NAME OF ISSUER: Fort Howard Corporation (the Company) Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1919 South Broadway Green Bay, Wisconsin 54304 Item 2(a) NAME OF PERSON FILING: Bankers Trust New York Corporation, and its wholly-owned subsidiares, Bankers Trust Company, as investment manager, and BT Securities. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 280 Park Avenue New York, New York 10017 Item 2(c) CITIZENSHIP: Bankers Trust New York Corporation, Bankers Trust Company, as investment manager, and BT Securities are corporations incorporated in the State of New York with their principal business offices located in New York. Item 2(d) TITLE OF CLASS OF SECURITIES: This statement relates to the Companys Common Stock $.01 par value per share. Item 2(e) CUSIP NUMBER: 347461105 CUSIP No. 347461105 Page 5 of 8 Pages Item 3 THE PERSON FILING IS A: (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) For Bankers Trust Company (b) [X] Bank as defined in section 3(a)(6) of the Act. For BT Securities, Inc. (a) [X] Broker or dealer registered under Section 15 15 of the Act. Item 4 OWNERSHIP: The Company, Bankers Trust New York Corporation, certain other investors and certain management investors (each, a Holder) have entered into a stockholders agreement (as amended, the Stockholders Agreement), which contains certain restrictions with respect to the transferability of Common Stock by certain parties thereunder, certain registration rights granted by the Company with respect to such shares and certain arrangements with respect to the nomination of designees to the Board of Directors. Pursuant to the terms of the Stockholders Agreement, in the event that one or more Holders (other than the management investors) (each, a Controlling Shareholder) sell a majority of the shares of Common Stock subject to the Stockholders Agreement to a third party, certain other Holders have the right to elect to sell on the same terms the same percentage of such other Holder's shares to the third party as the Controlling Shareholder is selling of its shares of Common Stock. In addition, if a Controlling Shareholder sells all of its shares of Common Stock to a third party, the Controlling Stockholder has the right to require that certain remaining Holders sell all of their shares to the third party on the same terms. CUSIP No. 347461105 Page 6 of 8 Pages Bankers Trust New York Corporation, Bankers Trust Company, and BT Securities for themselves and with respect to the Holders referred to above, disclaim that they are part of a group. (a) Amount Beneficially Owned: Bankers Trust New York Corporation 1,325,451 shares Bankers Trust Company 71,550 shares BT Securities 21 shares 1,397,022 shares (b) Percent of Class (1): Bankers Trust New York Corporation 1.8% Bankers Trust Company 0.1% BT Securities 0.0% 1.9% (c) Number of shares as to which the following have: (i) sole power to vote or to direct the vote - Bankers Trust New York Corporation 1,325,451 shares Bankers Trust Company 71,550 shares BT Securities 21 shares 1,397,022 shares (ii) shared power to vote or to direct the vote - Bankers Trust New York Corporation 0 shares Bankers Trust Company 0 shares BT Securities 0 shares 0 shares CUSIP No. 347461105 Page 7 of 8 Pages (iii) sole power to dispose or to direct the disposition of - Bankers Trust New York Corporation 0 shares Bankers Trust Company 169,750 shares BT Securities 21 shares 169,771 (iv) shared power to dispose or to direct the disposition of - Bankers Trust New York Corporation 0 shares Bankers Trust Company 0 shares BT Securities 0 shares 0 shares Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit A. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit B. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. CUSIP No. 347461105 Page 8 of 8 Pages Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: as of December 31, 1996 Signature: Bankers Trust New York Corporation By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company, as investment manager. By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: BT Securities, Inc. By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Exhibit A Bankers Trust Company and BT Securities are wholly owned subsidiaries of Bankers Trust New York Corporation. Bankers Trust New York Corporation | | ____________________________|____________________________ | | | | 100% 100% | | | | Bankers Trust Company BT Securities,Inc. Exhibit B Bankers Trust New York Corporation The Morgan Stanley Leveraged Equity Fund II, L.P. Fort Howard Equity Investors, L.P. Fort Howard Equity Investors II, L.P. Morgan Stanley Group Inc. First Plaza Group Trust AT&T Master Pension Trust DPW Fort Howard Partners Paul J. Schierl Paul J. Schierl Trust Dr. David A. Cofrin Bankers Trust New York Corporation and Bankers Trust Company, for themselves and with respect to the other parties listed in this Exhibit B, disclaim that they are part of a group. -----END PRIVACY-ENHANCED MESSAGE-----