SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 1996 Commission File Number: 1-13868 - -------------------------------------------------------------------------------- CROWN VANTAGE INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 54-1752384 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Lakeside Drive, Oakland, CA 94612-3592 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (510) 874-3400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------ Number of shares of no par value common stock outstanding as of the close of business on August 13, 1996: 9,093,135 Shares --------------------------------------------- PART II -- OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of Crown Vantage Inc. was held on May 7, 1996. There were 9,080,707 shares of Common Stock entitled to vote at the meeting and a total of 7,676,113 shares (84.53%) were represented at the meeting. The results of voting on the election of directors and three proposals were as follows: 1. Election of Directors. Seven nominees were elected as continuing directors. Withhold Nominee For Authority - ------------------- --------- ---------- William V. Daniel 7,636,244 39,869 George B. James 7,643,495 32,618 Ernest S. Leopold 7,642,054 34,059 Joseph T. Piemont 7,639,887 36,226 E. Lee Showalter 7,639,932 36,181 James S. Watkinson 7,637,933 38,180 Donna L. Weaver 7,644,177 31,936 There were no votes against, abstentions or broker non-votes with respect to the election of the nominees listed above. 2. Proposal to amend the company's Articles of Incorporation to increase the number of authorized shares of Common Stock. Broker For 6,622,882 Against 1,009,044 Abstain 21,322 Non-Vote 22,865 3. Proposal to amend the company's Articles of Incorporation to reduce the shareholder vote required for certain amendments to the Articles of Incorporation. Broker For 6,178,899 Against 185,138 Abstain 36,253 Non-Vote 1,275,823 4. Proposal to amend the company's 1995 Incentive Stock Plan to increase the number of shares authorized for issuance under the Plan. Broker For 6,168,922 Against 308,188 Abstain 27,441 Non-Vote 1,171,562 2 ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Ex. 3* Articles of Incorporation dated March 27, 1995 and amendments thereto dated June 7, 1995, August 14, 1995 and August 15, 1995. Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated July 31, 1996. Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated May 13, 1996. * Incorporated by reference from exhibits to Crown Vantage Inc. Registration Statement No. 33-95736 on Form S-1. ** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for the quarterly period ended June 30, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned thereunto duly authorized. CROWN VANTAGE INC. (Registrant) /s/ R. Neil Stuart - ------------------------------------ R. Neil Stuart Senior Vice President, Chief Financial Officer April 9, 1997 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- Ex. 3 * Articles of Incorporation dated March 27, 1995 and amendments thereto dated June 7, 1995, August 14, 1995 and August 15, 1995. Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated July 31, 1996. Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated May 13, 1996. * Incorporated by reference from exhibits to Crown Vantage Inc. Registration Statement No. 33-95736 on Form S-1. ** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for the quarterly period ended June 30, 1996. 4