As filed with the Securities and Exchange Commission on January 2, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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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)
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FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
(Full title of the Plans)
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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)
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock par value $.01
per Share.................. 350,000 $22.50 $7,875,000 $2,715.52
Plan Interests............... (3) (3) (3) (3)
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(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 $22.50 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 27, 1995, a date within five business days prior to the
date of filing of this Registration Statement.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, 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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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*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.
4. Fort Howard Corporation Profit Sharing Retirement Plan Annual Report on
Form 11-K for the fiscal year ended December 31, 1994.
All documents and other reports subsequently filed by the Company or the
Fort Howard Corporation Profit Sharing Retirement Plan (the "Plan") 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.
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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.
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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
4.1 Profit Sharing Retirement Plan, (As Amended and
Restated as of January 1, 1985) conformed through
the Ninth Amendment.
4.2 Plan Amendment No. 10 dated September 21, 1995.
4.3 Plan Amendment No. 11 dated December 22, 1995.
4.4 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
4.5 Summary Plan Description.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included as part of signature
page.
The undersigned Registrant has submitted the Plan and
any amendment 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.
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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
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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;
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
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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.
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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
29th day of December, 1995.
FORT HOWARD CORPORATION
By /s/Donald H. DeMeuse
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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
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/s/Donald H. DeMeuse Director, Chairman of the Board December 29, 1995
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Donald H. DeMeuse Officer (principal executive officer)
/s/Kathleen J. Hempel Director, Vice Chairman December 29, 1995
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Kathleen J. Hempel (principal financial officer)
/s/Michael T. Riordan Director, President and Chief December 29, 1995
- ---------------------- Operating Officer
Michael T. Riordan
/s/Donald Patrick Brennan Director December 29, 1995
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Donald Patrick Brennan
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/s/Frank V. Sica Director December 7, 1995
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Frank V. Sica
/s/Robert H. Niehaus Director December 29, 1995
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Robert H. Niehaus
/s/David I. Margolis Director December 29, 1995
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David I. Margolis
/s/Dudley J. Godfrey, Jr. Director December 29, 1995
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Dudley J. Godfrey, Jr.
/s/James L. Burke Director December 6, 1995
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James L. Burke
/s/Charles L. Szews Vice President and Controller December 29, 1995
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Charles L. Szews
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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 29th day of
December, 1995.
FORT HOWARD CORPORATION PROFIT
SHARING RETIREMENT PLAN
Investment Advisory Board
/s/ James W. Nellen II
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By: James W. Nellen II
Member
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Profit Sharing Retirement Plan, (As Amended and
Restated as of January 1, 1985) conformed through
the Ninth Amendment.
4.2 Plan Amendment No. 10 dated September 21, 1995.
4.3 Plan Amendment No. 11 dated December 22, 1995.
4.4 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
4.5 Summary Plan Description.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included as part of signature
page.
The undersigned Registrant has submitted the Plan and
any amendment 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.
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