As filed with the Securities and Exchange Commission on February 9, 1996
Registration No. 333-00019
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1
to
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 39-1090992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
HARMON ASSOC., CORP.
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(2)
- -------------------------------------------------------------------------------------------------
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) Registration fee previously paid upon filing of Registration Statement on January 2, 1996.
(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 plans described herein. These securities have no
offering price and therefore, pursuant to Rule 457(h)(2) no separate registration fee is
required.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") hereby amends the
Registrant's Registration Statement on Form S-8 (File No. 333-00019) (the
"Registration Statement") solely for the purpose of including the Harmon
Assoc., Corp. Profit Sharing Plan and the plan interests in connection
therewith as a plan through which shares of Fort Howard Corporation common
stock, par value $.01 per share, previously registered under the Registration
Statement may be sold. The contents of the Registration Statement are
incorporated herein by reference in their entirety.
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.
+4.6 Harmon Assoc. Corp. Profit Sharing Plan.
+23 Consent of Arthur Andersen LLP.
*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.
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+ Filed herewith.
* Previously filed.
- 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 Post-
Effective Amendment No. 1 to 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 9th day of February, 1996.
FORT HOWARD CORPORATION
By /s/James W. Nellen II
----------------------
James W. Nellen II
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to 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 February 9, 1996
- ---------------------- of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
* Director, Vice Chairman February 9, 1996
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial officer)
* Director, President and Chief February 9, 1996
- ---------------------- Operating Officer
Michael T. Riordan
* Director February 9, 1996
- ----------------------
Donald Patrick Brennan
* Director February 9, 1996
- ----------------------
Frank V. Sica
* Director February 9, 1996
- ----------------------
Robert H. Niehaus
* Director February 9, 1996
- ----------------------
David I. Margolis
* Director February 9, 1996
- ----------------------
Dudley J. Godfrey, Jr.
- 3 -
* Director February 9, 1996
- ----------------------
James L. Burke
/s/ Charles L. Szews Vice President and Controller February 9, 1996
- ---------------------- (principal accounting officer)
Charles L. Szews
*By:/s/ James W. Nellen II February 9, 1996
- --------------------------
James W. Nellen II
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Post-
Effective Amendment No. 1 to 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 9th day of February, 1996.
FORT HOWARD CORPORATION PROFIT
SHARING RETIREMENT PLAN
Investment Advisory Board
/s/ R. Michael Lempke
------------------------------
By: R. Michael Lempke
Member
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Post-
Effective Amendment No. 1 to 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 9th day of February, 1996.
HARMON ASSOC. CORP.
PROFIT SHARING PLAN
Investment Advisory Board
/s/ R. Michael Lempke
------------------------------
By: R. Michael Lempke
Member
- 4 -
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.
+4.6 Harmon Assoc. Corp. Profit Sharing Plan.
+23 Consent of Arthur Andersen LLP.
*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.