-----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, TsA2xUXMo9EIPDPXGKOxirsLkK86fGc4Bw3A+HC01AqM7VLv4HHgztLWPUoOA1/5 EMtJQN4nG7eNruUy+5Jo5Q== 0000038195-95-000056.txt : 19951211 0000038195-95-000056.hdr.sgml : 19951211 ACCESSION NUMBER: 0000038195-95-000056 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951208 EFFECTIVENESS DATE: 19951227 SROS: NASD FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64841 FILM NUMBER: 95600200 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 S-8 1 As filed with the Securities and Exchange Commission on December 8 1995 Registration No. 33- ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- FORT HOWARD CORPORATION (Exact name of registrant as specified in its charter) Delaware 2676 39-1090992 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) --------------------
1919 South Broadway Green Bay, Wisconsin 54304 (414) 435-8821 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------- FORT HOWARD CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plans) -------------------- JAMES W. NELLEN II Vice President and Secretary Fort Howard Corporation 1919 South Broadway Green Bay, Wisconsin 54304 (414) 435-8821 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE ============================================================================== Proposed Maximum Proposed Maximum Amount of Title of Each Class of Number of Shares Offering Price Per Aggregate Registration Securities to be Registered to be Registered(1) Share(2) Offering Price(2) Fee - ------------------------------------------------------------------------------------------------- Common Stock par value $.01 per Share.................. 300,000 $20.38 $6,114,000.00 $2,108.28 ================================================================================================= (1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares of Common Stock stated above, such additional shares of Common Stock to be offered or issued to prevent dilution as a result of future stock dividends or stock splits. (2) Pursuant to Rule 457(h) under the Securities Act, offering price per share is based on $20.38 estimated solely for the purpose of calculating the amount of registration fee, and is based on the average of the high and low prices of the Common Stock as reported by Nasdaq on December 5, 1995, a date within five business days prior to the date of filing of this Registration Statement. /TABLE PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* - ----------------------- *The information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the "Note" to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1995, June 30, 1995 and September 30, 1995. 3. The description of the Company's Common Stock in the Company's Registration Statement on Form 8-A, filed with the Commission on March 8, 1995, including any amendment or report filed for the purpose of updating such description. All documents and other reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. - 2 - ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides, in summary, that directors and officers of Delaware corporations are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorney's fees) incurred by them as a result of suits brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any such indemnification may be made by the Corporation only as authorized in each specific case upon a determination by the shareholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. The Certificate of Incorporation and By-laws of the Company provide for indemnification of its directors and officers to the fullest extent permitted by Delaware law, as the same may be amended from time to time. In addition, the Company maintains directors' and officers' liability insurance. The Company has entered into indemnification agreements ("Agreement") with certain of its directors and officers (the "Indemnitee"). Each Agreement provides that the Company will hold harmless and indemnify the Indemnitee against all liabilities and will advance all expenses (as defined) incurred by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company or for its benefit as a director, officer, employee or agent of another enterprise, but only if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The right of indemnification and to receive advancement of expenses pursuant to each Agreement is not exclusive of any other rights to which the Indemnitee may at any time be entitled to under applicable law, the Company's Certificate of Incorporation or By-Laws, any agreement, a vote of shareholders, a resolution of the Company's Board of Directors or otherwise. Each Agreement further provides that, to the extent that the Company maintains a policy or policies providing directors' and officers' liability insurance, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available. The Company is not liable to pay any amounts otherwise indemnifiable under an Agreement to the extent that the Indemnitee has actually received payment under any insurance policy, contract, agreement or otherwise; and, except as provided in the Agreement, an Indemnitee is not entitled to indemnification or advancement of expenses with respect to any proceeding or claim brought or made by such Indemnitee against the Company. - 3 - Each Agreement terminates upon the later to occur of: (i) ten years after the date that the Indemnitee ceases to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise which the Indemnitee served at the request or for the benefit of the Company and (ii) the final termination of all pending proceedings in which the Indemnitee is granted rights of indemnification under such Agreement. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description 4 Employee Stock Purchase Plan. 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney (included as part of signature page. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; - 4 - Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in the post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. - 5 - SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin on the 6th day of December, 1995. FORT HOWARD CORPORATION By /s/Donald H. DeMeuse --------------------- Donald H. DeMeuse Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints James W. Nellen II and Kathleen J. Hempel, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/Donald H. DeMeuse Director, Chairman of the Board December 6, 1995 - ---------------------- of Directors and Chief Executive Donald H. DeMeuse Officer (principal executive officer) /s/Kathleen J. Hempel Director, Vice Chairman December 6, 1995 - ---------------------- and Chief Financial Officer Kathleen J. Hempel (principal financial officer) /s/Michael T. Riordan Director, President and Chief December 6, 1995 - ---------------------- Operating Officer Michael T. Riordan /s/Donald Patrick Brennan Director December 6, 1995 - ---------------------- Donald Patrick Brennan - 6- /s/Frank V. Sica Director December 7, 1995 - ---------------------- Frank V. Sica /s/Robert H. Niehaus Director December 6, 1995 - ---------------------- Robert H. Niehaus /s/David I. Margolis Director December 6, 1995 - ---------------------- David I. Margolis /s/Dudley J. Godfrey, Jr. Director December 6, 1995 - ---------------------- Dudley J. Godfrey, Jr. /s/James L. Burke Director December 6, 1995 - ---------------------- James L. Burke /s/Charles L. Szews Vice President and Controller December 6, 1995 - ---------------------- (principal accounting officer) Charles L. Szews - 7 - INDEX TO EXHIBITS Exhibit No. Description 4 Employee Stock Purchase Plan. 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney (included as part of signature page). EX-4 2 Exhibit 4 --------- FORT HOWARD CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1. General ------- The Fort Howard Corporation Employee Stock Purchase Plan (the "Plan") offers a convenient and economical way for eligible employees of Fort Howard Corporation (the "Company") to commence or increase their ownership of shares of the Company's Common Stock. Once an employee is enrolled as a participant in the Plan, his/her payroll deductions will be used to purchase shares of Common Stock on the open market under the terms of the Plan. The participant pays no brokerage commissions or service charges for purchases made under the Plan. All brokerage commissions and service charges for purchases made under the Plan will be paid by the Company. 2. Administration -------------- The Company's Board of Directors ("Board") has assigned responsibility for the operation and administration of the Plan to the Company's Chief Executive Officer. The Chief Executive Officer, or a committee ("Committee") appointed by the Chief Executive Officer, shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules or procedures deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Chief Executive Officer, or the Committee, shall retain a broker ("Broker") to facilitate the purchase of Common Stock under the Plan and a recordkeeper ("Recordkeeper") to maintain individual participant records under the Plan. If an eligible employee decides to participate in the Plan, the Recordkeeper will keep a continuous record of his/her participation and send him/her a statement of his/her account under the Plan following the end of each calendar quarter. The Broker will hold and act as custodian of shares purchased under the Plan. Except as described herein, certificates for shares purchased under the Plan will not be issued to participants. The number of shares credited to a participant's account under the Plan will be shown on his/her statement of account. 3. Eligibility ----------- As of January 1, 1996, the effective date of the Plan, all employees of the Company and of any subsidiary corporation, except for limited term employees, students, and those employees who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, are eligible to participate in the Plan. There is no minimum length of service required to participate. 4. Election To Participate ----------------------- An eligible employee may join the Plan by completing the Authorization Card provided by the Company and returning it to the Recordkeeper. Authorization Cards will be furnished to eligible employees at any time upon request to the Company. Participation in the Plan is completely voluntary and eligible employees may join the Plan at any time. 5. Payroll Deductions ------------------ The Authorization Card directs the Company to deduct a certain amount, after tax, from each paycheck and to pay to the Broker the amount withheld from the participant's paycheck. The Authorization Card also directs the Broker to use these payments to purchase shares of Common Stock. After an Authorization Card has been received by the Recordkeeper and the authority for the payroll deductions has been noted on the Company's payroll records, the Company will withhold from a participant's paycheck the amount authorized by the participant. The withholding will be made in equal amounts each month from each paycheck. The amounts withheld from all participants' paychecks will be aggregated by the Company and forwarded once a month to the Broker, who will buy shares of Common Stock on the open market for the accounts of all participants under the Plan. The Company will also forward dividends on shares acquired through the Plan to the Broker for acquisition of additional shares of Common Stock for participants. The payroll deduction authorizations are effective for an indefinite period of time, until changed by the participant. If a participant is an employee who is restricted in his or her purchases or sales of the Company's securities, the timing of any changes will be subject to the Company's securities trading policies. The participant will specify on the Authorization Card the amount to be withheld from each paycheck. Deductions may be authorized in any dollar amount from a minimum of $5.00 per paycheck to a maximum annual deduction of 10% of the participant's annualized base pay, determined as of January 1 of each year. No interest will be paid on payroll deduction amounts held by the Broker pending investment in shares of Common Stock. The amount of a participant's payroll deductions can be revised, changed or terminated by the participant at any time by written notice to the Recordkeeper. An Authorization Card should be used for these purposes. Commencement, revision or termination of deductions will become effective as soon as practicable after an employee's request is received by the Recordkeeper. 6. Purchase Date and Price ----------------------- The Broker shall purchase the shares on the Nasdaq/National Market System on the first business day of each month ("Investment Date") unless the Broker deems it impractical to do so considering market conditions and/or applicable laws and regulations, in which case the Investment Date shall be such other purchase date as is selected by the Broker. The price at which the Broker will be deemed to have acquired shares for the participants' accounts will be the average price paid for all shares purchased by the Broker on the Investment Date. 7. Number of Shares Purchased -------------------------- On each Investment Date, accumulated payroll deductions from all participants will be aggregated and used to purchase shares of Common Stock - 2 - for the accounts of the participants. The maximum number of whole shares will be purchased. Any payroll deductions remaining after purchase of such maximum number of whole shares will be retained and applied to the purchase of shares on the next Investment Date. The Broker will advise the Recordkeeper of the number of shares of Common Stock acquired and the prices at which they were acquired. Each participant's account will be credited with his/her pro rata share of the shares purchased and any additional payroll deductions which have been accumulated. The number of shares credited to each participant's account will depend on the amount of the participant's payroll deductions and the price of the shares determined as provided above. 8. Fees and Expenses ----------------- Participants will incur no brokerage commissions or service charges for purchases made under the Plan. Certain charges associated with the issuance of certificates and/or the sale of shares may be incurred upon a participant's automatic termination of participation in the Plan, withdrawal from the Plan, or upon termination of the Plan. 9. Withdrawal ---------- A participant may withdraw from the Plan at any time; provided that participants may only make partial withdrawals by selling their shares. To withdraw from the Plan, a participant must notify the Recordkeeper in writing of his/her withdrawal. An Authorization Card should be used for this purpose. In the event a participant withdraws from the Plan, certificates for whole shares credited to the account of the withdrawing participant will, upon request to the Recordkeeper, be delivered by the Recordkeeper to the participant and a cash payment will be made for the sale price (less brokerage commission and transfer taxes, if any) of any fractional share interest and any additional payroll deductions credited to the account of the withdrawing participant. As alternatives to receiving certificates for whole shares, a participant may request the Broker to (i) maintain his/her account under the Plan, (ii) sell all of the shares held in his/her account under the Plan, (iii) distribute a number of whole shares in the form of certificates and to sell all of the remaining shares held in his/her account. The proceeds from any sale, less any brokerage commissions and any transfer taxes, will be remitted to the participant. Sale requests may be accumulated and sales transactions, if necessary, will occur at least every twenty-five business days. If a participant is an employee who is restricted in his or her purchases or sales of the Company's securities, such participant's withdrawals involving a sale of shares will be subject to the Company's securities trading policies. If a request to withdraw is received by the Recordkeeper at least five business days prior to any Investment Date, the amount of the participant's payroll deductions which would otherwise have been invested on such Investment Date will be repaid to him/her as soon as practicable. If a request to withdraw is received by the Recordkeeper within five business days prior to any Investment Date, the amount of the payroll deductions scheduled to be invested on such Investment Date will be so invested. In either event, no subsequent payroll deductions will be made from the paychecks of the employee, unless he/she completes a new Authorization Card providing for such deductions. - 3 - 10. Automatic Termination of Participation -------------------------------------- Upon the death or termination of a participant's employment with the Company other than for retirement on or after attaining age 55, the participant shall no longer be eligible to continue his/her participation in the Plan. As soon as practicable following the date of the participant's death, retirement, or other termination of employment, certificates for whole shares credited to the account of the participant will be delivered to the participant, or the participant's estate as the case may be, along with a cash payment for the sale price (less brokerage commission and transfer taxes, if any) of any fractional share interest and any payroll deductions credited to the participant's account. Alternatively, the participant, or the participant's estate, may elect to receive a number of whole shares in the form of certificates and have the Broker sell all of the remaining shares held in the participant's account or to have the Broker sell all of the stock held in the participant's account. The proceeds from any sale, less any brokerage commissions and any transfer taxes, will be remitted to the participant or the participant's estate, as the case may be. 11. Voting and Tendering of Shares ------------------------------ Each participant will have authority to direct the Recordkeeper in the manner of voting the number of whole shares held in his/her account. The aggregate number of remaining shares representing fractional share interests under all participants' accounts shall be voted by the Recordkeeper in its sole discretion. In the event that a tender offer occurs with respect to shares held under the Plan, the Recordkeeper shall give each participant the opportunity to direct, on a confidential basis, whether the whole shares held in his/her account shall be tendered. The Broker shall tender fractional shares as nearly as possible in the same proportion as whole shares. Wholes shares as to which no direction is received from participants will be voted or tendered as the case may be by the Recordkeeper in its sole discretion. 12. Cash Dividends -------------- Cash dividends paid on shares credited to a participant's account will be credited to the participant's account as soon as practicable following the dividend payment date and will be invested in the same manner as payroll deductions. Dividend amounts payable to participants will be rounded to the nearest whole cent in the case of fractional share interests. 13. Stock Dividends, Stock Splits, or Rights Offering ------------------------------------------------- Any shares distributed by the Company as a stock dividend on shares credited to a participant's account under the Plan, or upon any split of such shares, will be credited to the participant's account. If the Company distributes rights to purchase additional shares, debentures or other securities, the Broker will sell the rights received for a participant's account and purchase additional shares of Common Stock for the participant's account. - 4- 14. Amendment and Termination ------------------------- Although the Company intends to continue the Plan indefinitely, the Company, through its Chief Executive Officer, reserves the right to amend, suspend, modify or terminate the Plan at any time. Any such amendment, suspension, modification or termination shall not affect a participant's right to shares of Common Stock already purchased for him/her (except that the Company may take any action necessary to comply with applicable law). Upon the termination of the Plan, certificates for whole shares credited to the accounts of all participants will be delivered by the Recordkeeper to the participants and a cash payment will be made for the sale price (less brokerage commission and transfer taxes, if any) of any fractional share interests and any additional payroll deductions credited to the accounts of the participants. 15. Reports ------- Each participant will receive a statement of his/her account status following the end of each calendar quarter. Participants will also receive annual reports, proxy statements and other information furnished to holders of Common Stock. Participants will receive information necessary for reporting income realized by them under the Plan. 16. Withholding ----------- All amounts deducted from paychecks will be made on an after-tax basis. 17. Limitation on Purchase ---------------------- No Common Stock may be purchased under this Plan unless and until (i) a registration statement under the Securities Act of 1933, as amended, has been duly filed and declared effective pertaining to such Common Stock and such Common Stock shall have been qualified under applicable state "blue sky" laws, or (ii) the Committee in its sole discretion determines that such registration and qualification are not required as a result of the availability of an exemption from such registration and qualification. Approved December 6, 1995 /s/ James W. Nellen II - ----------------------- Vice President and Secretary - 5 - EX-23 3 Exhibit 23 ---------- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated January 31, 1995, included in Fort Howard Corporation's Form 10-K for the year ended December 31, 1994, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin December 6, 1995. -----END PRIVACY-ENHANCED MESSAGE-----