-----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, XXseSZcjrXhootLueB1DJlwNfNsEaJX2FGQ37nHyKat6v46ziCFNtnduk1CEytfe eheWZV8m9YVWiIuBr23jqQ== 0000038195-94-000032.txt : 19940727 0000038195-94-000032.hdr.sgml : 19940727 ACCESSION NUMBER: 0000038195-94-000032 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940726 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: 033-51876 FILM NUMBER: 94540052 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 PROSPECTUS SUPPLEMENT 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, 33-51876 and 33-51557 PROSPECTUS SUPPLEMENT (To Prospectus dated July 6, 1994) 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 8-1/4% Senior Notes Due 2002 9% Senior Subordinated Notes Due 2006 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 the quarter ended June 30, 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. July 26, 1994 For the second quarter, Fort Howard's net sales increased 4.3% to $315,299,000 compared to second quarter 1993 net sales of $302,343,000. The increase is principally due to higher domestic net selling prices. First half 1994 net sales were $590,629,000, an increase of 0.6% over 1993 net sales of $587,157,000 for the same period. Operating income increased 28.8% for the second quarter of 1994 to $78,889,000 compared to $61,253,000 for the second quarter of 1993. Operating income increased 18.6% to $139,022,000 in the first six months of 1994 compared to $117,212,000 for the first six months of 1993. Operating income for the second quarter and first six months of 1994 benefited from the elimination of amortization of goodwill of $14 million and $28 million, respectively, 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 second quarter of 1994 increased 4.6% compared to the second quarter of 1993. For the first six months of 1994, excluding the amortization of goodwill from 1993 results, operating income decreased 4.5% compared to the first six months of 1993. For the second quarter of 1994, earnings before depreciation, interest, amortization and taxes ("EBDIAT") increased 5.6% to $102,570,000 from $97,173,000 in the second quarter of 1993. For the first six months of 1994, EBDIAT decreased 1.6% to $184,801,000 from $187,716,000 in the first six months of 1993. 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 six months of 1994 and 1993. The net loss for the second quarter and first six months of 1994 decreased to $2,049,000 and $45,391,000, from $23,813,000 and $59,788,000 for the same periods in 1993, respectively. (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 Six Months Ended June 30 June 30 ------------------ ---------------- 1994 1993 1994 1993 ---- ---- ---- ---- (In thousands) Net Sales $315,299 $302,343 $590,629 $587,157 Operating Income 78,889 61,253 139,022 117,212 Interest Expense 83,035 87,702 167,353 174,312 Other Expense (Income), Net (286) 249 302 (4) -------- -------- -------- -------- Loss Before Taxes (3,860) (26,698) (28,633) (57,096) Income Taxes (Credit) (1,811) (2,885) (11,412) (7,068) -------- -------- -------- -------- Loss Before Extraordinary Item (2,049) (23,813) (17,221) (50,028) Extraordinary Item -- Loss on Debt Repurchases, Net -- -- (28,170) (9,760) -------- -------- -------- -------- Net Loss $ (2,049) $(23,813) $(45,391) $(59,788) ======== ========= ======== ======== ***** FORT HOWARD CORPORATION NOTE TO FINANCIAL INFORMATION 1. In the first six months of 1994, the company reported an extraordinary loss of $28 million (net of income taxes 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 six months 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-----