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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO 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 1-11803
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AMERICAN PAD & PAPER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 04-3164298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17304 Preston Road, Suite 700, Dallas, TX 75252-5613
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 733-6200
Commission file number 333-3006
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AMERICAN PAD & PAPER COMPANY OF DELAWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1512956
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17304 Preston Road, Suite 700, Dallas, TX 75252-5613
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 733-6200
Indicate by check mark whether each 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 each
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
American Pad & Paper Company Yes No X
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American Pad & Paper Company of Delaware, Inc. Yes No X
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As of August 10, 1996, American Pad & Paper Company had 27,399,809 shares
of Common Stock outstanding. As of August 10, 1996, American Pad & Paper Company
of Delaware, Inc. had 100 shares of Common Stock outstanding, all of which are
owned by American Pad & Paper Company.
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AMERICAN PAD & PAPER COMPANY
AMERICAN PAD & PAPER COMPANY OF DELAWARE, INC.
QUARTERLY PERIOD ENDED JUNE 30, 1996
INDEX
Page No.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................... 2
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PART II. OTHER INFORMATION
Item 6 of the Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 of American Pad & Paper Company and American Pad & Paper Company
of Delaware, Inc., as filed with the Securities and Exchange Commission on
August 14, 1996, hereby is amended by deleting such item in its entirety and
replacing it as follows:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following Exhibits are filed herewith and made a part
hereof:
Exhibit No. Description of Exhibit
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3.1(i) Restated Certificate of Incorporation of the Company.
3.1(ii) Amended and Restated By-Laws of the Company.
4.1 Credit Agreement, dated as of July 8, 1996, among the Company, WR
Acquisition, Inc., American Pad & Paper Company of Delaware, Inc.,
various Lending Institutions, Bank of Tokyo-Mitsubishi Trust
Company, Bank One, Texas, N.A., The Bank of Nova Scotia and The
First National Bank of Boston, as Co-Agents and Bankers Trust
Company, as Agent./(1)/
4.2 Security Agreement, dated as of July 8, 1996, among the Company, WR
Acquisition, Inc., American Pad & Paper Company of Delaware, Inc.,
certain other subsidiaries of American Pad & Paper Company, and
Bankers Trust Company, as Collateral Agent./(1)/
4.3 Pledge Agreement, dated as of July 8, 1996, among the Company, WR
Acquisition, Inc., American Pad & Paper Company of Delaware, Inc.,
the lenders from time to time party thereto, and Bankers Trust
Company, as Agent./(1)/
4.4 Form of Revolving and Swingline Note of American Pad & Paper
Company of Delaware, Inc.
4.5 Subsidiary Guaranty, dated as of July 8, 1996, among each of the
Company's subsidiaries named therein and Bankers Trust Company, as
Agent for the Bank./(1)/
*4.6 Amended and Restated Pooling and Servicing Agreement, dated as of
May 29, 1996, among Notepad Funding Corporation, as Transferor,
American Pad & Paper Company of Delaware, Inc., as Servicer, and
Manufacturers and Traders Trust Company, as Trustee./(1)/
*4.7 Series 1996-1 Supplement to Pooling and Servicing Agreement, dated
as of May 29, 1996, among Notepad Funding Corporation, as
Transferor, American Pad & Paper Company of Delaware, Inc., as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
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Exhibit No. Description of Exhibit
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*4.8 Certificate Purchase Agreement (Series 1996-1, Class A), dated as
of May 29, 1996, among Notepad Funding Corporation, American Pad &
Paper Company of Delaware, Inc., the Purchasers described therein
and ABN AMRO Bank N.V., as Agent.
*4.9 Certificate Purchase Agreement (Series 1996-1, Class B), dated as
of May 29, 1996, among Notepad Funding Corporation, American Pad &
Paper Company of Delaware, Inc. and Caisse Nationale de Credit
Agricole, as Purchaser.
*4.10 Amended and Restated Receivables Purchase Agreement, dated as of
May 29, 1996, between American Pad & Paper Company of Delaware,
Inc., certain of its Subsidiaries and Notepad Funding Corporation,
as Buyer.
*4.11 Amended and Restated Guaranty, dated as of May 29, 1996, issued by
American Pad & Paper Company of Delaware, Inc. for the benefit of
Notepad Funding Corporation.
10.1 1996 Key Employee Stock Incentive Plan of the Company.
10.2 1996 Non-Employee Director Stock Option Plan of the Company.
10.3 Management Stock Purchase Plan of the Company.
27.1 Financial Data Schedule.
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/(1)/ The Company agrees to furnish supplementally to the Commission a copy of
any omitted schedule or exhibit to such agreement upon request by the
Commission.
* Filed with this Amendment No. 1 to Quarterly Report on Form 10-Q.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period
presented.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 15, 1996 AMERICAN PAD & PAPER COMPANY
AMERICAN PAD & PAPER COMPANY OF
DELAWARE, INC.
By /s/ Kevin W. McAleer
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Kevin W. McAleer
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3.1(i) Restated Certificate of Incorporation of the Company.
3.1(ii) Amended and Restated By-Laws of the Company.
4.1 Credit Agreement, dated as of July 8, 1996, among the Company,
WR Acquisition, Inc., American Pad & Paper Company of Delaware,
Inc., various Lending Institutions, Bank of Tokyo-Mitsubishi Trust
Company, Bank One, Texas, N.A., The Bank of Nova Scotia and The
First National Bank of Boston, as Co-Agents and Bankers Trust
Company, as Agent./(1)/
4.2 Security Agreement, dated as of July 8, 1996, among the Company, WR
Acquisition, Inc., American Pad & Paper Company of Delaware, Inc.,
certain other subsidiaries of American Pad & Paper Company, and
Bankers Trust Company, as Collateral Agent./(1)/
4.3 Pledge Agreement, dated as of July 8, 1996, among the Company, WR
Acquisition, Inc., American Pad & Paper Company of Delaware, Inc.,
the lenders from time to time party thereto, and Bankers Trust
Company, as Agent./(1)/
4.4 Form of Revolving and Swingline Note of American Pad & Paper
Company of Delaware, Inc.
4.5 Subsidiary Guaranty, dated as of July 8, 1996, among each of the
Company's subsidiaries named therein and Bankers Trust Company, as
Agent for the Bank./(1)/
*4.6 Amended and Restated Pooling and Servicing Agreement, dated as of
May 29, 1996, among Notepad Funding Corporation, as Transferor,
American Pad & Paper Company of Delaware, Inc., as Servicer, and
Manufacturers and Traders Trust Company, as Trustee./(1)/
*4.7 Series 1996-1 Supplement to Pooling and Servicing Agreement, dated
as of May 29, 1996, among Notepad Funding Corporation, as
Transferor, American Pad & Paper Company of Delaware, Inc., as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
*4.8 Certificate Purchase Agreement (Series 1996-1, Class A), dated as
of May 29, 1996, among Notepad Funding Corporation, American Pad &
Paper Company of Delaware, Inc., the Purchasers described therein
and ABN AMRO Bank N.V., as Agent.
*4.9 Certificate Purchase Agreement (Series 1996-1, Class B), dated as
of May 29, 1996, among Notepad Funding Corporation, American Pad &
Paper Company of Delaware, Inc. and Caisse Nationale de Credit
Agricole, as Purchaser.
*4.10 Amended and Restated Receivables Purchase Agreement, dated as of
May 29, 1996, between American Pad & Paper Company of Delaware,
Inc., certain of its Subsidiaries and Notepad Funding Corporation,
as Buyer.
*4.11 Amended and Restated Guaranty, dated as of May 29, 1996, issued by
American Pad & Paper Company of Delaware, Inc. for the benefit of
Notepad Funding Corporation.
10.1 1996 Key Employee Stock Incentive Plan of the Company.
10.2 1996 Non-Employee Director Stock Option Plan of the Company.
10.3 Management Stock Purchase Plan of the Company.
27.1 Financial Data Schedule.
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/(1)/ The Company agrees to furnish supplementally to the Commission a copy of
any omitted schedule or exhibit to such agreement upon request of the
Commission.
* Filed with this Amendment No. 1 to Quarterly Report on Form 10-Q.