-----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, UjF9OIx5snpvRLfJ+U9EA77L9HMI41gXFzQHOLZEzSqH5jMdtynlSPxLBN4vf2PI Gzm5Vd9sLOG4Y5cXUaw0KQ== 0000947871-01-500246.txt : 20010622 0000947871-01-500246.hdr.sgml : 20010622 ACCESSION NUMBER: 0000947871-01-500246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010620 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010621 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: 1664594 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_062001.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 20, 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 2. Acquisition or Disposition of Assets On June 20, 2001, Crown Vantage, Inc. and its wholly owned subsidiary, Crown Paper Co. (collectively, "Crown"), announced that Crown had completed the sale of its integrated mill located in St. Francisville, Louisiana and certain related assets to Tembec USA LLC (the "Buyer"), a Delaware limited liability company and an indirect wholly owned subsidiary of Tembec Inc., a Quebec corporation ("Tembec"), pursuant to an asset purchase agreement dated as of June 1, 2001 (the "Asset Purchase Agreement"). The consideration for the sale includes $140 million in cash and $45 million in shares of common stock, without par value, of Tembec (valued as of the signing of the Asset Purchase Agreement) subject to a post-closing working capital adjustment. In addition, the Buyer agreed to assume certain liabilities of Crown. The sale, structured as a sale of assets under Section 363 of the Bankruptcy Code, was approved by the United States Bankruptcy Court for the Northern District of California at a hearing held on June 15, 2001. The press release announcing the closing of the transaction is attached hereto as Exhibit 99.1 and the foregoing description is qualified by reference to the text of such press release. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. None. (b) Pro forma financial information Crown filed for Chapter 11 protection on March 15, 2000. Pursuant to the Bankruptcy Code, it had continued to manage and possess all of its properties until they are either sold or abandoned. The integrated mill in St. Francisville sold to the Buyer was the last remaining operating mill of Crown. Substantially all of the assets of Crown have now been either sold or abandoned. Consequently, Crown will not file any pro forma financial information relating to the disposition of assets reported in this Current Report. (c) Exhibits 99.1 Press Release issued by Crown Vantage Inc. and Crown Paper Co. on June 20, 2001 with respect to the completion of the sale of St. Francisville Mill and certain related assets to Tembec. 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 20, 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 20, 2001 with respect to the completion of the sale of St. Francisville Mill and certain related assets to Tembec. EX-99.1 2 ex99-1_062001.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 Completes Sale of its St. Francisville Mill and Certain Related Assets to Tembec CINCINNATI, June 20, 2001 -- Crown Vantage Inc. (OTC Bulletin Board: CVANE - news) and its wholly owned subsidiary, Crown Paper Co. (collectively, "Crown"), announced today that Crown Paper has completed the sale of its integrated mill located in St. Francisville, Louisiana and certain related assets to Tembec Inc., a Quebec corporation. As previously announced on June 6, 2001, Crown and Tembec had entered into a definitive asset purchase agreement dated as of June 1, 2001. The consideration for the sale to Tembec includes $140 million in cash and $45 million in shares of Tembec common stock (valued as of the signing of the asset purchase agreement) subject to a post-closing working capital adjustment. In addition, Tembec agreed to assume certain liabilities of Crown. Proceeds from the sale were primarily used to pay off and retire the debt from the Debtor-in-Possession facility. Remaining proceeds were used to settle at a discount the claims of Crown's prepetition secured debt. In addition, approximately $8 million in cash and some contingent consideration were left with Crown to fund the activities of its estate. Management anticipates that such funds and contingent consideration will primarily be used towards payment of severance, professional fees, and other actions to be taken by the estate of Crown. Management estimates that none of the proceeds from the sale will be available for distribution to Crown's unsecured creditors or shareholders. The sale, structured as a sale of assets to a subsidiary of Tembec under Section 363 of the Bankruptcy Code, was approved by the United States Bankruptcy Court for the Northern District of California at a hearing held on June 15, 2001. 1 Crown filed for Chapter 11 protection on March 15, 2000. Pursuant to the Bankruptcy Code, it has continued to manage and possess all of its properties until they are sold or abandoned. The integrated mill in St. Francisville sold to Tembec was the last remaining operating mill of Crown. Substantially all of the assets of Crown have now been either sold or abandoned. For more information, visit www.crownvantage.com. -------------------- Safe Harbor Statement: This news release contains certain forward-looking statements concerning Crown's positioning for the future. As required by the Private Securities Litigation Reform Act of 1995, Crown 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-----