-----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, NALVPmRDrH8goqItV/8NelRQQYQE8OvCgnExIjVGK2Ft7kCTlq3biAiRel3wo2QC AodET1HcGdQDALSBqWxOIA== 0000038195-96-000008.txt : 19960327 0000038195-96-000008.hdr.sgml : 19960327 ACCESSION NUMBER: 0000038195-96-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960326 EFFECTIVENESS DATE: 19960414 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: 333-01975 FILM NUMBER: 96538785 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 March 26, 1996 Registration No. 333- ============================================================================== 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 PROFIT SHARING RETIREMENT PLAN HARMON ASSOC., CORP. PROFIT SHARING 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 =============================================================================== Title of Each Class of Proposed Maximum Proposed Maximum Amount of Securities to be Number of Shares Offering Price Aggregrate Registration Registered to be Registered(1) Per Share(2) Offering Price(2)(3) Fee(3) - ------------------------------------------------------------------------------------------------- Common Stock par value $.01 per Share................. 1,500,000 Shares $24.38 $28,037,000 $9,667.93 Plan Interests (4) (4) (4) (4) =================================================================================================
(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, the proposed maximum offering price per share is based on $24.38 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 March 25, 1996, a date within five business days prior to the date of filing of this Registration Statement. (3) Calculation of the Registration Fee excludes 350,000 Shares of Common Stock which have already been registered on the Registrant's Registration Statement on Form S-8 (File No. 333-00019). (4) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. These securities have no offering price and therefore, pursuant to Rule 457(h)(2) no separate registration fee is required.
EXPLANATORY NOTE The contents of the Registrant's Registration Statement on Form S-8 (File No. 333-00019), as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 thereto, are hereby incorporated by reference. ITEM 8. EXHIBITS. Exhibit No. Description *4.1 Fort Howard Corporation Profit Sharing Retirement Plan, (As Amended and Restated as of January 1, 1985) conformed through the Ninth Amendment. *4.2 Fort Howard Plan Amendment No. 10 dated September 21, 1995. *4.3 Fort Howard Plan Amendment No. 11 dated December 22, 1995. *4.4 Fort Howard Plan Amendment No. 12 dated March 20, 1996. *4.5 Fort Howard Profit Sharing Retirement Master Trust effective January 1, 1996. *4.6 Summary Plan Description. *4.7 Harmon Assoc., Corp. Profit Sharing Plan (As Amended and Restated effective January 1, 1995). *4.8 Harmon Plan Amendment No. 1 dated March 20, 1996. +5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. +23.1 Consent of Arthur Andersen LLP. +23.2 Consent of Shearman & Sterling (included in Exhibit 5). +24 Powers of Attorney (included as part of signature page). The undersigned Registrant has submitted the Plans and any amendments thereto to the Internal Revenue Service in a timely manner and will make all changes required by the IRS in order to maintain qualification of the Plan. ------------ + Filed herewith * Previously filed, as an exhibit to Registrant's Registration Statement on Form S-8 (File No. 333-00019). - 2 - 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 25th day of March, 1996. FORT HOWARD CORPORATION By /S/James W. Nellen II James W. Nellen II Vice President and Secretary 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 --------- ----- ---- Director, Chairman of the Board March 26, 1996 /S/Donald H. DeMeuse of Directors and Chief Executive Donald H. DeMeuse Officer (principal executive officer) Director, Vice Chairman March 26, 1996 /S/Kathleen J. Hempel and Chief Financial Officer Kathleen J. Hempel (principal financial and accounting officer) Director, President and Chief March 26, 1996 /S/ Michael T. Riordan Operating Officer Michael T. Riordan Director March 26, 1996 /S/Donald Patrick Brennan Donald Patrick Brennan - 3 - Director March 26, 1996 /S/Frank V. Sica Frank V. Sica Director March 26, 1996 /S/Robert H. Niehaus Robert H. Niehaus Director March 26, 1996 /S/David I. Margolis David I. Margolis Director March 26, 1996 /S/Dudley J. Godfrey, Jr. Dudley J. Godfrey, Jr. Director March 26, 1996 /S/James L. Burke James L. Burke Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have 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 25th day of March, 1996. FORT HOWARD CORPORATION PROFIT SHARING RETIREMENT PLAN Investment Advisory Board /S/James W. Nellen II By: James W. Nellen II Member Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have 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 25th day of March, 1996. HARMON ASSOC. CORP. PROFIT SHARING PLAN Investment Advisory Board /S/James W. Nellen II By: James W. Nellen II Member - 4 - INDEX TO EXHIBITS Exhibit No. Description *4.1 Fort Howard Corporation Profit Sharing Retirement Plan, (As Amended and Restated as of January 1, 1985) conformed through the Ninth Amendment. *4.2 Fort Howard Plan Amendment No. 10 dated September 21, 1995. *4.3 Fort Howard Plan Amendment No. 11 dated December 22, 1995. *4.4 Fort Howard Plan Amendment No. 12 dated March 20, 1996. *4.5 Fort Howard Profit Sharing Retirement Master Trust effective January 1, 1996. *4.6 Summary Plan Description. *4.7 Harmon Assoc., Corp. Profit Sharing Plan (As Amended and Restated effective January 1, 1995). *4.8 Harmon Plan Amendment No. 1 dated March 20, 1996. +5 Opinion of Shearman & Sterling, counsel to the Registrant as to the legality of the securities registered hereby. +23.1 Consent of Arthur Andersen LLP. +23.2 Consent of Shearman & Sterling (included in Exhibit 5). +24 Powers of Attorney (included as part of signature page). ------------ + Filed herewith * Previously filed as an exhibit to Registrant's Registration Statement on Form S-8 (File No. 333-00019). EX-5 2 EXHIBIT 5 --------- SHEARMAN & STERLING FAX: 212-848-7179 599 LEXINGTON AVENUE ABU DHABI 212-848-7181 NEW YORK, N.Y. 10022-6069 BEIJING TELEX: 667290 WUI 212 848-4000 BUDAPEST DUSSELDORF FRANKFURT HONG KONG WRITER'S DIRECT NUMBER: LONDON LOS ANGELES MARCH 26, 1996 NEW YORK PARIS SAN FRANCISCO SINGAPORE TOKYO TORONTO WASHINGTON, D.C. Fort Howard Corporation 1919 South Broadway P. O. Box 19130 Green Bay, WI 54307 Ladies and Gentlemen: We have acted as counsel for Fort Howard Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") of the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to 1,500,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company (the "Common Stock"), to be issued from time to time pursuant to the Company's Profit Sharing Retirement Plan and the Harmon Assoc., Corp. Profit Sharing Plan (each, a "Plan"). In so acting, we have examined the Registration Statement and we have also examined and relied as to factual matters upon the representations and warranties contained in originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies. The opinion expressed below is limited to the law of the State of New York, the General Corporation Law of Delaware and the federal law of the United States, and we do not express any opinion herein concerning any other law. - 1 - Based upon the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid for in full in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/SHEARMAN & STERLING EX-23.1 3 Exhibit 23.1 ------------ 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 30, 1996, included in Fort Howard Corporation's Form 10-K for the year ended December 31, 1995, and our report dated May 11, 1995, included in Fort Howard Corporation's Form 11-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, March 21, 1996. -----END PRIVACY-ENHANCED MESSAGE-----