-----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, V1GmInmPxlEjy4SPHPPphGuUXmNbI3TE51gcOErQO6m0mMHpkG7LzxD59Qm2vQF4 XUO6iVxNW0k32FHAlPbmrg== 0000947871-01-500208.txt : 20010607 0000947871-01-500208.hdr.sgml : 20010607 ACCESSION NUMBER: 0000947871-01-500208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010606 ITEM INFORMATION: FILED AS OF DATE: 20010606 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13868 FILM NUMBER: 1654815 BUSINESS ADDRESS: STREET 1: 4445 LAKE FOREST DRIVE STREET 2: SUITE 700 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5137697555 MAIL ADDRESS: STREET 1: 4445 LAKE FOREST DRIVE STREET 2: SUITE 700 CITY: CINCINNATI STATE: OH ZIP: 45242 8-K 1 f8k_060501.txt CURRENT REPORT OF CROWN VANTAGE INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2001 ---------------- CROWN VANTAGE INC. ------------------ (Exact name of registrant as specified in its charter) Virginia 1-13868 54-1752384 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4445 Lake Forest Drive, Cincinnati, OH 45242 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 769-7555 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events. See exhibit 99.1 for a copy of press release. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. None. (b) Pro forma financial information None. (c) Exhibits 99.1 Press Release issued by Crown Vantage Inc. and Crown Paper Co. on June 6, 2001 with respect to the signing of an Agreement to sell St. Francisville Mill and certain related assets. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CROWN VANTAGE INC. June 6, 2001 /s/ Kent A. Bates ------------------------------------- Name: Kent A. Bates Title: Vice President, Corporate Controller, and Chief Accounting Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Crown Vantage Inc. and Crown Paper Co. on June 6, 2001 with respect to the signing of an Agreement to sell St. Francisville Mill and certain related assets. EX-99.1 2 ex99-1_060501.txt PRESS RELEASE 4445 Lake Forest Drive, Cincinnati, OH 45242 [Crown Vantage Logo Omitted] News Release Printing Publishing, and Speciality Papers - -------------------------------------------------------------------------------- For Immediate Release For Further Information Contact: At the Company: Kent Bates 513-588-1716 - -------------------------------------------------------------------------------- Crown Vantage Enters into Agreement to Sell St. Francisville Mill and Certain Related Assets CINCINNATI, June 6, 2001 -- Crown Vantage Inc. (OTC Bulletin Board: CVANQ - news) and its wholly owned subsidiary, Crown Paper Co., announced today that they have filed a motion with the United States Bankruptcy Court in Oakland, California seeking approval of a sale of their integrated mill located in St. Francisville, Louisiana and certain related assets to Tembec Inc., a Quebec corporation, pursuant to an Asset Purchase Agreement dated as of June 1, 2001. The consideration for the proposed sale to Tembec includes $140 million in cash and $45 million in shares of Tembec common stock subject to a post-closing working capital adjustment. In addition, Tembec would agree to assume certain Crown liabilities. The proposed sale to Tembec, structured as a sale of assets to a subsidiary of Tembec under Section 363 of the Bankruptcy Code, is subject to the receipt of higher and better offers, to Bankruptcy Court approval and certain other conditions, including a condition relating to environmental due diligence. If Crown accepts a higher and better offer, it would pay a $5 million breakup fee to Tembec. If the transaction does not close in certain other cases, Crown would pay up to $1.5 million of Tembec's transaction expenses. Pursuant to an order of the Bankruptcy Court, any competing offers must be submitted prior to 10:00AM on June 12, 2001. A hearing before the Bankruptcy Court to consider the sale is scheduled for June 15, 2001, which hearing may be adjourned from time to time by the Bankruptcy Court. Crown Vantage and Crown Paper filed for Chapter 11 on March 15, 2000. Pursuant to the Bankruptcy Code, they have continued to manage and possess all of their properties not otherwise sold or abandoned. 1 Crown Vantage is a leading manufacturer of value-added papers for printing, publishing and specialty packaging. The Company's diverse products are tailored for the special needs of target markets. End users include specialty magazines and catalogs, financial printing and corporate communications, packaging and product labels and coffee filters. For more information, visit www.crownvantage.com. - -------------------- Safe Harbor Statement: This news release contains certain forward-looking statements concerning Crown Vantage's positioning for the future. As required by the Private Securities Litigation Reform Act of 1995, the company advises that forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated or inferred. These include but are not limited to the inability to receive court approval and the inability to successfully emerge from bankruptcy. -----END PRIVACY-ENHANCED MESSAGE-----