-----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, itSc8fpupi0/ssYtmZ2NksFAZYbsZW2k84lzoCRNC0fFvj8DQfTxhpC4Wrb9lTLU DvcVSEmR16JOX7v/j1m04g== 0000038195-94-000016.txt : 19940428 0000038195-94-000016.hdr.sgml : 19940428 ACCESSION NUMBER: 0000038195-94-000016 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940427 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: 1933 Act SEC FILE NUMBER: 033-23826 FILM NUMBER: 94524687 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 12-5/8% 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 Attached hereto and incorporated by reference herein is the news release announcing Fort Howard Corporation's financial results for its first quarter ended March 31, 1994. - - - - - - - - - - - - - - - This Prospectus Supplement, together with the Prospectus, is to be used by Morgan Stanley & Co. 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. April 28, 1994 For the first quarter, Fort Howard's net sales decreased 3.3% to $275,330,000 compared to first quarter 1993 net sales of $284,814,000. Operating income increased 7.5% for the first quarter of 1994 to $60,133,000 compared to $55,959,000 for the first quarter of 1993. Operating income for the first quarter of 1994 benefited 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. Excluding the amortization of goodwill from 1993 results, operating income for the first quarter of 1994 decreased 14.3% compared to the first quarter of 1993. Earnings before depreciation, interest, amortization and taxes decreased 9.2% to $82,231,000 in the first quarter of 1994 from $90,543,000 in the first quarter of 1993. Business conditions remain extremely competitive. During the first quarter of 1994, a period of seasonally lower volume, the Company maintained its domestic price increases achieved through year-end 1993, adversely affecting domestic sales volume for the first quarter. Severe weather conditions also adversely affected domestic sales volume during the first quarter of 1994. In addition, pricing at the Company's international operations declined further in the first quarter of 1994. As previously announced, on February 2, 1994, the Company sold $100 million principal amount of 8 1/4% Senior Notes due 2002 and $650 million principal amount of 9% Senior Subordinated Notes due 2006 in a registered public offering. The proceeds from the sale of the 8 1/4% Senior Notes and the 9% Senior Subordinated Notes have been principally used to prepay $100 million of the Company's term loan indebtedness under its Bank Credit Agreement on February 10, 1994, and to repurchase all the Company's remaining 12 3/8% Senior Subordinated Notes and $238 million of its 12 5/8% Subordinated Debentures on March 11, 1994. Extraordinary losses related to debt repurchases in 1994 and 1993 (See Note to Financial Information) impacted the Company's financial performance in the first quarters of 1994 and 1993. The net loss for the first quarter of 1994 increased to $43,342,000 from $35,975,000 for the same period in 1993. (Financial information and note follow on separate pages. The note is an integral part of this statement.) # # # # # FORT HOWARD CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, ---------------------------- 1994 1993 ---- ---- (In thousands) Net Sales $275,330 $284,814 Operating Income 60,133 55,959 Interest Expense 84,318 86,610 Other (Income) Expense, Net 588 (253) -------- -------- Loss Before Taxes (24,773) (30,398) Income Taxes (Credit) (9,601) (4,183) -------- -------- Loss Before Extraordinary Item (15,172) (26,215) Extraordinary Item - Loss on Debt Repurchases, Net (28,170) (9,760) -------- -------- Net Loss $ (43,342) $ (35,975) ========= ========= ***** FORT HOWARD CORPORATION NOTE TO FINANCIAL INFORMATION 1. In the first quarter of 1994, the Company reported an extraordinary loss of $28 million (net of income tax credits of $15 million) representing the redemption premiums and write-offs of deferred loan costs associated with the repayment of $100 million of term loan indebtedness under the Company's Bank Credit Agreement on February 10, 1994 and the repurchases of all the Company's remaining 12 3/8% Senior Subordinated Notes and $238 million of the Company's 12 5/8% Subordinated Debentures on March 11, 1994. In the first quarter of 1993, the Company reported an extraordinary loss of $10 million (net of income taxes of $6 million) representing the write-off of deferred loan costs associated with the repayment of $250 million of term loan indebtedness under the Company's Bank Credit Agreement on March 23, 1993 and the repurchases of all the Company's Junior Subordinated Debentures on April 21, 1993. -----END PRIVACY-ENHANCED MESSAGE-----