-----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, WZyrOdudKicP6U9mvtX79amIzVBumETxzyZmXLa6WztIe9AHVexUbX3VaZlUlA3c e5d5kFJ/xX2tl0fa/8TZdg== 0000912057-97-012501.txt : 19970411 0000912057-97-012501.hdr.sgml : 19970411 ACCESSION NUMBER: 0000912057-97-012501 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19970410 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN VANTAGE INC CENTRAL INDEX KEY: 0000948073 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 541752384 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13868 FILM NUMBER: 97577855 BUSINESS ADDRESS: STREET 1: 300 LAKESIDE DR STREET 2: 14TH FL CITY: OAKLAND STATE: CA ZIP: 94612-3592 BUSINESS PHONE: 5108743400 MAIL ADDRESS: STREET 1: 300 LAKESIDE DR STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612-3592 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 1996 Commission File Number: 1-13868 - -------------------------------------------------------------------------------- CROWN VANTAGE INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1752384 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Lakeside Drive, Oakland, CA 94612-3592 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (510) 874-3400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------ Number of shares of no par value common stock outstanding as of the close of business on August 13, 1996: 9,093,135 Shares --------------------------------------------- PART II -- OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of Crown Vantage Inc. was held on May 7, 1996. There were 9,080,707 shares of Common Stock entitled to vote at the meeting and a total of 7,676,113 shares (84.53%) were represented at the meeting. The results of voting on the election of directors and three proposals were as follows: 1. Election of Directors. Seven nominees were elected as continuing directors. Withhold Nominee For Authority - ------------------- --------- ---------- William V. Daniel 7,636,244 39,869 George B. James 7,643,495 32,618 Ernest S. Leopold 7,642,054 34,059 Joseph T. Piemont 7,639,887 36,226 E. Lee Showalter 7,639,932 36,181 James S. Watkinson 7,637,933 38,180 Donna L. Weaver 7,644,177 31,936 There were no votes against, abstentions or broker non-votes with respect to the election of the nominees listed above. 2. Proposal to amend the company's Articles of Incorporation to increase the number of authorized shares of Common Stock. Broker For 6,622,882 Against 1,009,044 Abstain 21,322 Non-Vote 22,865 3. Proposal to amend the company's Articles of Incorporation to reduce the shareholder vote required for certain amendments to the Articles of Incorporation. Broker For 6,178,899 Against 185,138 Abstain 36,253 Non-Vote 1,275,823 4. Proposal to amend the company's 1995 Incentive Stock Plan to increase the number of shares authorized for issuance under the Plan. Broker For 6,168,922 Against 308,188 Abstain 27,441 Non-Vote 1,171,562 2 ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Ex. 3* Articles of Incorporation dated March 27, 1995 and amendments thereto dated June 7, 1995, August 14, 1995 and August 15, 1995. Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated July 31, 1996. Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated May 13, 1996. * Incorporated by reference from exhibits to Crown Vantage Inc. Registration Statement No. 33-95736 on Form S-1. ** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for the quarterly period ended June 30, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned thereunto duly authorized. CROWN VANTAGE INC. (Registrant) /s/ R. Neil Stuart - ------------------------------------ R. Neil Stuart Senior Vice President, Chief Financial Officer April 9, 1997 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- Ex. 3 * Articles of Incorporation dated March 27, 1995 and amendments thereto dated June 7, 1995, August 14, 1995 and August 15, 1995. Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated July 31, 1996. Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated May 13, 1996. * Incorporated by reference from exhibits to Crown Vantage Inc. Registration Statement No. 33-95736 on Form S-1. ** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for the quarterly period ended June 30, 1996. 4 EX-3.III 2 EXHIBIT 3(III) Exhibit 3(iii) CROWN VANTAGE INC. ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION I. NAME. The name of the Corporation is Crown Vantage Inc. II. THE AMENDMENT. The Amendments, copies of which are attached hereto as Exhibits A and B, respectively, (a) delete paragraph 3.1 of ARTICLE III of the Articles of Incorporation and substitute, in lieu thereof, a new paragraph 3.1 increasing the number of authorized shares of common stock and (b) add a new Article IX to the Articles of Incorporation reducing the shareholder vote required for certain amendments to the Articles of Incorporation. III. BOARD ACTION. The Board of Directors at its meeting on March 21, 1996, at which a quorum was present and acting throughout, found the Amendments to the Articles of Incorporation to be in the best interest of the Corporation and directed that they each be submitted to a separate vote of the shareholders. IV. SHAREHOLDER ACTION. A. Notice of the meeting, together with copies of the proposed Amendments, was given in the manner prescribed by the Virginia Stock Corporation Act to all shareholders of record entitled to such notice, whether or not entitled to vote. B. On the record date, the total number of shares of Common Stock outstanding (the only class of shares authorized and outstanding) and entitled to vote on the Amendments was 9,080,707. C. On May 7, 1996, the meeting of shareholders was held and the Amendments proposed by the Board of Directors were adopted. D. The total number of votes cast FOR the amendment set forth in Exhibit A was 6,622,882 and AGAINST the amendment was 1,009,044. The number of votes cast for the amendment was sufficient for its approval. E. The total number of votes cast FOR the amendment set forth in Exhibit B was 6,178,899 and AGAINST the amendment was 185,138. The number of votes cast for the amendment was sufficient for its approval. Dated: May 13, 1996 CROWN VANTAGE INC. By: /s/ Ernest S. Leopold ------------------------------------- Chairman, President and Chief Executive Officer 5 EXHIBIT A 3.1 Number and Designation. The number and designation of shares that the Corporation shall have authority to issue are as follows: Class Number of Shares ----- ---------------- Preferred 500,000 Common (no par value) 50,000,000 Exhibit B ARTICLE IX AMENDMENTS As to each voting group entitled to vote on an amendment or restatement of these Articles of Incorporation the vote required for approval shall be (i) the vote required by the Virginia Stock Corporation Act (as applied without regard to the effect of clause (iii) of this Article) if the effect of the amendment or restatement is (a) to reduce the shareholder vote required to approve a merger, a statutory share exchange, a sale of all or substantially all of assets of the Corporation or the dissolution of the Corporation, or (b) to delete all or any part of this clause (i) of this Article; (ii) the vote required by the terms of these Articles of Incorporation, as amended or as restated from time to time, if such terms require the approval of more than a majority of the votes entitled to be cast thereon by such voting group; or (iii) a majority of the votes entitled to be cast thereon if neither clause (i) nor clause (ii) of this Article is applicable. 6 -----END PRIVACY-ENHANCED MESSAGE-----