As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-
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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
MANAGEMENT EQUITY PARTICIPATION AGREEMENT
FORT HOWARD CORPORATION
MANAGEMENT EQUITY PLAN
FORT HOWARD CORPORATION
1995 STOCK INCENTIVE PLAN
FORT HOWARD CORPORATION
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(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..................1,529,112 Shares $19.75 to $30.81 $36,896,874.72 $11,180.87
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(1) The Aggregate number of shares of Common Stock registered hereunder consists of shares
of Common Stock which have been authorized and reserved for issuance upon the exercise of
stock options which have been granted under the Fort Howard Corporation 1995 Stock Incentive
Plan (the "1995 Plan"). 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, offering prices are based on (a) the
option exercise price of $19.75 per share for 716,100 shares; (b) the option exercise
price of $27.75 per share for 750,000 shares; and (c) $30.81 per share for 63,012 shares
estimated solely for the purpose of calculating the amount of registration fee based on the
average of the high and low prices of the Common Stock as reported by Nasdaq on January 28,
1997, a date within five business days prior to the date of filing of this Registration
Statement.
EXPLANATORY NOTE
The contents of the Registrant's Registration Statement on Form S-8
(File No. 33-63099) are incorporated herein by reference in their entirety.
ITEM 8. EXHIBITS.
Exhibit No. Description
*4.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31,
1994, File No. 20473.)
+4.2 Amended and Restated By-laws of the Company.
*4.3 1995 Stock Incentive Plan (Incorporated by reference to
Exhibit No. 10.15 as filed with the Company's Amendment
No. 1 to Form S-1 on February 8, 1995, No. 33-56573).
+4.4 Amendment No. 1 to 1995 Stock Incentive Plan.
+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).
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+Filed herewith
*Previously filed.
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
3rd day of February, 1997.
FORT HOWARD CORPORATION
By /s/ James W. Nellen II
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James W. Nellen II
Vice President and Secretary
- 2 -
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
--------- ----- ----
* Director, President and Chief February 3, 1997
- ---------------------- Executive Officer (principal
Michael T. Riordan executive officer)
* Director and Chairman of the February 3, 1997
- ---------------------- Board of Directors
Donald H. DeMeuse
* Director, Vice Chairman February 3, 1997
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial and
accounting officer)
* Director February 3, 1997
- ----------------------
Donald Patrick Brennan
* Director February 3, 1997
- ----------------------
Frank V. Sica
* Director February 3, 1997
- ----------------------
Robert H. Niehaus
* Director February 3, 1997
- ----------------------
David I. Margolis
* Director February 3, 1997
- ----------------------
Dudley J. Godfrey, Jr.
* Director February 3, 1997
- ----------------------
James L. Burke
*By /s/ James W. Nellen II
- ---------------------- February 3, 1997
James W. Nellen II
Attorney-In-Fact
- 3 -
INDEX TO EXHIBITS
Exhibit No. Description
*4.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31,
1994, File No. 20473.)
+4.2 Amended and Restated By-laws of the Company.
*4.3 1995 Stock Incentive Plan (Incorporated by reference to
Exhibit No. 10.15 as filed with the Company's Amendment
No. 1 to Form S-1 on February 8, 1995, No. 33-56573).
+4.4 Amendment No. 1 to 1995 Stock Incentive Plan.
+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).
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+Filed herewith
*Previously filed.