-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Sur1ZY12J+YT1h0dWcogO3KdRfydUteG2aiPtbxUZZIEKjUEkZC0po+c7WpXpk9Q QecJGNZsUdhzSc5R2sTtGA== 0000038195-94-000001.txt : 19940121 0000038195-94-000001.hdr.sgml : 19940121 ACCESSION NUMBER: 0000038195-94-000001 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORT HOWARD CORP CENTRAL INDEX KEY: 0000038195 STANDARD INDUSTRIAL CLASSIFICATION: 2621 IRS NUMBER: 391090992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 33 SEC FILE NUMBER: 033-23826 FILM NUMBER: 94502099 BUSINESS ADDRESS: STREET 1: 1919 S BROADWAY CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 4144358821 MAIL ADDRESS: STREET 1: P O BOX 19130 CITY: GREEN BAY STATE: WI ZIP: 54307-9130 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 424B3 1 FORT HOWARD CORPORATION Filed Pursuant to Rule 424(b)(3) of the Rules and Regulations Under the Securities Act of 1933 Registration Statement Nos. 33-23826, 33-43448 and 33-51876 PROSPECTUS SUPPLEMENT (To Prospectus dated November 24, 1993) FORT HOWARD CORPORATION 12-3/8% Senior Subordinated Notes Due 1997 12-5/8% Subordinated Debentures Due 2000 14-1/8% Junior Subordinated Discount Debentures Due 2004 9-1/4% Senior Notes Due 2001 10% Subordinated Notes Due 2003 1991 Pass Through Trust, Pass Through Certificates, Series 1991 - - - - - - - - - - - - - - - RECENT DEVELOPMENTS On January 19, 1994, Fort Howard Corporation filed an amended registration statement on Form S-2 with the Securities and Exchange Commission for the proposed underwritten offering announced December 17, 1993. The offering includes $100 million aggregate principal amount of Senior Notes due 2002 and $400 million aggregate principal amount of Senior Subordinated Notes due 2006. Attached hereto and incorporated by reference herein is a copy of the recent developments section of the amended registration statement which includes information relative to the Company's financial performance for 1993. - - - - - - - - - - - - - - - This Prospectus Supplement, together with the Prospectus, is to be used by Morgan Stanley & Co. Incorporated in connection with offers and sales of the above-referenced securities in market-making transactions at negotiated prices related to prevailing market prices at the time of sale. Morgan Stanley & Co. Incorporated may act as principal or agent in such transactions. January 20, 1994 RECENT DEVELOPMENTS Although definitive financial results for the fourth quarter of 1993 are not yet available, based on information available to date, the Company expects that reported consolidated net sales will increase to between $290 million and $295 million from $286 million for the fourth quarter of 1992. Domestic tissue pricing and, to a lesser extent, volume improved in the fourth quarter of 1993 compared to 1992. These improvements were partially offset by a decline in fourth quarter 1993 net sales in the Company's United Kingdom tissue operations compared to 1992 due to slightly lower volume and significantly lower selling prices. United Kingdom retailers engaged in increasingly competitive pricing activity in 1993 across a broad range of consumer products including disposable paper products. Such competitive pricing activity is expected to continue into 1994. The Company expects that reported EBDIAT (as defined herein) in the fourth quarter of 1993 will be between $96 million and $98 million compared to $95 million for the fourth quarter of 1992. Operating income for the fourth quarter of 1993 is expected to be between $71 million and $73 million compared to $57 million for the same period of 1992. Reported operating income for the fourth quarter of 1993 will benefit from the elimination of amortization of goodwill of $14 million for the quarter as a result of the Company's goodwill write-off in the third quarter of 1993. However, reported operating income will be adversely impacted in the fourth quarter of 1993 by approximately $2 million of additional depreciation resulting from the acceleration of the depreciable lives of certain equipment. Excluding the effects of these items, reported operating income for the fourth quarter of 1993 is expected to increase slightly compared to the fourth quarter of 1992. The Company further expects that its net loss will decline in the fourth quarter of 1993 compared to the fourth quarter of 1992 due principally to the elimination of the amortization of goodwill. For the full year 1993, the Company expects that reported net sales will increase to between $1,185 million and $1,190 million from $1,151 million in 1992. Principally as a result of the goodwill write-off, the Company expects to report an operating loss of $1,716 million to $1,718 million in 1993 compared to operating income of $271 million in 1992. Excluding the effects of the goodwill write-off, the reversal of employee stock compensation, and the acceleration of the depreciable lives of certain equipment, the Company would expect operating income to decline to between $242 million and $244 million in 1993. The Company further expects that reported EBDIAT will decrease to between $386 million and $388 million in 1993 from $410 million in 1992. In 1993, EBDIAT excludes a $5 million gain on the sale of the Company's remaining equity interest in Sweetheart. Also, principally as a result of the goodwill write-off, the Company's reported net loss is expected to be materially higher in 1993 than in 1992. While the Company introduced domestic net selling price increases in each of the first three quarters of 1993, the relatively low industry operating rates experienced in 1993 are expected to continue into at least the first quarter of 1994, a period of seasonally lower volume. Accordingly, in the first quarter of 1994, the Company's results may be adversely affected as a result of weak industry demand. The construction of the Company's fifth paper machine and related facilities at its Muskogee mill is progressing as planned and is scheduled for start-up in the first half of 1994. -----END PRIVACY-ENHANCED MESSAGE-----