As filed with the Securities and Exchange Commission on March 26, 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. 2
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 2676 39-1090992
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) 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 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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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") hereby amends the
Registrant's Registration Statement on Form S-8, as previously amended by
Post-Effective Amendment No. 1 (File No. 333-00019) (the "Registration
Statement"), solely for the purpose of including an amendment to each of the
Fort Howard Corporation Profit Sharing Retirement Plan ("Fort Howard Plan")
and the Harmon Assoc., Corp. Profit Sharing Plan ("Harmon Plan," and
collectively with the Fort Howard Plan, the "Plans") which permits Fort Howard
Corporation to sell newly issued shares of its common stock, par value $.01
per share, in connection with such Plans. The contents of the Registration
Statement are incorporated by reference in their entirety.
ITEM 8. EXHIBITS.
Exhibit No. Description
*4.1 Fort Howard Plan, (As Amended and Restated as of January 1,
1985) conformed through the Ninth Amendment.
*4.2 Fort Howard Plan Amendment No. 10 dated September 21, 1995.
*4.3 Fort Howard Plan Amendment No. 11 dated December 22, 1995.
+4.4 Fort Howard Plan Amendment No. 12 dated March 20, 1996.
*4.5 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
*4.6 Summary Plan Description.
*4.7 Harmon Plan (As Amended and Restated effective January 1,
1995).
+4.8 Harmon Plan Amendment No. 1 dated March 20, 1996.
+5 Opinion of Shearman & Sterling, counsel to the Registrant
as to the legality of the securities registered hereby.
+23.1 Consent of Arthur Andersen LLP.
+23.2 Consent of Shearman & Sterling (included in Exhibit 5).
*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.
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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 Post-
Effective Amendment No. 2 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 25th day of March, 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. 2 to 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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* Director, Chairman of the Board March 26, 1996
- ---------------------- of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
* Director, Vice Chairman March 26, 1996
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial and accounting
officer)
* Director, President and Chief March 26, 1996
- ---------------------- Operating Officer
Michael T. Riordan
* Director March 26, 1996
- ----------------------
Donald Patrick Brennan
* Director March 26, 1996
- ----------------------
Frank V. Sica
* Director March 26, 1996
- ----------------------
Robert H. Niehaus
* Director March 26, 1996
- ----------------------
David I. Margolis
* Director March 26, 1996
- ----------------------
Dudley J. Godfrey, Jr.
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* Director March 26, 1996
- ----------------------
James L. Burke
*By: March 26, 1996
/S/JAMES W. NELLEN II
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. 2 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 25th day of March, 1996.
FORT HOWARD CORPORATION PROFIT
SHARING RETIREMENT PLAN
Investment Advisory Board
/S/JAMES W. NELLEN II
By: James W. Nellen II
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. 2 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 25th day of March, 1996.
HARMON ASSOC. CORP.
PROFIT SHARING PLAN
Investment Advisory Board
/S/JAMES W. NELLEN II
By: James W. Nellen II
Member
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INDEX TO EXHIBITS
Exhibit No. Description
*4.1 Fort Howard Plan, (As Amended and Restated as of
January 1, 1985) conformed through the Ninth Amendment.
*4.2 Fort Howard Plan Amendment No. 10 dated September 21,
1995.
*4.3 Fort Howard Plan Amendment No. 11 dated December 22,
1995.
+4.4 Fort Howard Plan Amendment No. 12 dated March 20,
1996.
*4.5 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
*4.6 Summary Plan Description.
*4.7 Harmon Plan (As Amended and Restated effective
January 1, 1995).
+4.8 Harmon Plan Amendment No. 1 dated March 20, 1996.
+5 Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the securities
registered hereby.
+23.1 Consent of Arthur Andersen LLP.
+23.2 Consent of Shearman & Sterling (included in Exhibit 5).
*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.
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