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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
Fort Howard Corporation, a Delaware corporation (the "Company"), James
River Corporation of Virginia, a Virginia corporation ("James River") and James
River Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of
James River ("Merger Sub"), entered into an Agreement and Plan of Merger, dated
as of May 4, 1997 (the "Merger Agreement"), pursuant to which, among other
things, Merger Sub will be merged with and into the Company, with the Company as
the surviving corporation in the merger (the "Merger"). The Merger Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In connection with the Merger Agreement, on May 4, 1997, James River
entered into agreements with certain stockholders of the Company (the "Letter
Agreements"), pursuant to which, among other things, such stockholders agreed to
vote all of the shares of common stock of the Company that are beneficially
owned by them at the record date for any meeting of stockholders of the Company
called to consider and vote upon the Merger and the Merger Agreement in favor
thereof. The Letter Agreements are attached hereto as Exhibits 10.2, 10.3 and
10.4, and are incorporated herein by reference.
Item 7(c). Exhibits
10.1 Agreement and Plan of Merger, dated as of May 4, 1997, by and among
James River, Merger Sub and the Company.
10.2 Letter Agreement, dated as of May 4, 1997, among James River, The
Morgan Stanley Leveraged Equity Fund II, L.P., Morgan Stanley Group
Inc., Fort Howard Equity Investors, L.P., Fort Howard Equity Investors
II, L.P., Morgan Stanley Leveraged Equity Holdings, Inc., Morgan
Stanley Equity Investors, Inc. and Morgan Stanley Leveraged Equity Fund
II, Inc.
10.3 Letter Agreement, dated as of May 4, 1997, between James River and
Leeway & Co., as Nominee for the Long-Term Investment Trust.
10.4 Letter Agreement, dated as of May 4, 1997, between James River and
Mellon Bank, N.A., solely in its capacity as Trustee for FIRST PLAZA
GROUP TRUST, (as directed by General Motors Investment Management
Corporation), and not in its individual capacity.
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 13, 1997
Index to Exhibits
Exhibit No. Description
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10.1 Agreement and Plan of Merger, dated as of May 4, 1997, by and
among James River, Merger Sub and the Company.
10.2 Letter Agreement, dated as of May 4, 1997, among James
River, The Morgan Stanley Leveraged Equity Fund II, L.P.,
Morgan Stanley Group Inc., Fort Howard Equity Investors,
L.P., Fort Howard Equity Investors II, L.P., Morgan Stanley
Leveraged Equity Holdings, Inc., Morgan Stanley Equity
Investors, Inc. and Morgan Stanley Leveraged Equity Fund II,
Inc.
10.3 Letter Agreement, dated as of May 4, 1997, between James
River and Leeway & Co., as Nominee for the Long-Term
Investment Trust.
10.4 Letter Agreement, dated as of May 4, 1997, between James River
and Mellon Bank, N.A., solely in its capacity as Trustee for
FIRST PLAZA GROUP TRUST, (as directed by General Motors
Investment Management Corporation), and not in its individual
capacity.