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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 4, 1997
FORT HOWARD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20473 39-1090992
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1919 South Broadway, Green Bay, Wisconsin 54304
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (414) 435-8821
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Item 5. Other Events
On May 5, 1997, Fort Howard Corporation, a Delaware corporation ("Fort
Howard"), and James River Corporation of Virginia, a Virginia corporation
("James River"), issued a joint press release announcing that they had entered
into an Agreement and Plan of Merger, dated as of May 4, 1997, among Fort
Howard, James River and James River Delaware, Inc., a Delaware corporation and a
wholly owned subsidiary of James River ("Merger Sub"), pursuant to which (i)
Merger Sub will be merged with and into Fort Howard, with Fort Howard the
surviving corporation in the merger as a wholly owned subsidiary of James River
(the "Merger") and (ii) each share of Common Stock, par value $.01 per share, of
Fort Howard issued and outstanding immediately prior to the effective time of
the Merger (other than certain shares which will be cancelled) will be converted
into 1.375 shares of Common Stock, par value $.10 per share of James River,
including the corresponding percentage of a preferred share purchase right
issued pursuant to James River's Rights Agreement. Consummation of the Merger is
conditioned upon, among other things, the requisite approval of the shareholders
of each of Fort Howard and James River and customary regulatory approvals. Such
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7(c). Exhibits
99.1 Press release, dated May 5, 1997, announcing the signing of an
agreement to merge Fort Howard and James River.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORT HOWARD CORPORATION
Registrant
By: /s/ James W. Nellen II
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James W. Nellen II
Vice President and Secretary
Date: May 5, 1997
Index to Exhibits
Exhibit No. Description
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99.1 Press release, dated May 5, 1997,
announcing the signing of an
agreement to merge Fort Howard
and James River.