<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
REGISTRATION NO. 333-42201
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<S> <C>
BEAR ISLAND PAPER BEAR ISLAND FINANCE
COMPANY, L.L.C. COMPANY II
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)
Virginia Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or
organization)
2621 2621
(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)
06-0980835 51-0378911
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
</TABLE>
10026 OLD RIDGE ROAD
ASHLAND, VA 23005
(804) 227-3394
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EDWARD D. SHERRICK
BRANT-ALLEN INDUSTRIES, INC.
POST OFFICE BOX 3443
80 FIELD POINT ROAD
GREENWICH, CT 06830
(203) 661-3344
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPIES TO:
DAVID J. GOLDSCHMIDT, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO EXCHANGE AND CONSENT
SOLICITATION: As soon as practicable after this Registration Statement
becomes effective. IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED IN CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS
COMPLIANCE WITH GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. [ ]
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
20.1 THE BEAR ISLAND PAPER COMPANY, L.L.C.
The Company is a limited liabilitiy company organized under the Limited
Liability Company Act of the Commonwealth of Virginia (the "Virginia L.L.C.
Law"). Section 13.1-1009 of the Virginia L.L.C. Law empowers a Virginia
limited liability company to indemnify any persons who are, or are threatened
to be made, parties to any threatened, pending or completed legal action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person is or was an officer, director, member, employee or
agent of such company, or is or was serving at the request of such company as
a director, officer, member, employee or agent of another company,
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that such
officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the company's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Virginia limited liability company may indemnify officers and
directors against expenses (including attorneys' fees) in an action by or in
the right of the company under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the company. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the company must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
Article VI of the Operating Agreement of the Company, a copy of which is
filed as Exhibit 3.2 to this Registration Statement, allows the Company to
maintain director and officer liability insurance on behalf of any person who
is or was a director or officer of the Company or such person who serves or
served as director, officer, member, employee or agent, of another company,
corporation, partnership or other enterprise at the request of the
Registrant. Article VI of the Company's Operating Agreement provides for
indemnification of the officers and directors of the Company to the fullest
extend permitted by applicable law.
Pursuant to Section 13.1-1025 of the Virginia L.L.C. Law, Article VI of
the Operating Agreement of the Company, a copy of which is filed as Exhibit
3.2 to this Registration Statement, provides that no director of the Company
shall be personally liable to the Company or its members for monetary damages
for any act, occurrence or course of conduct; provided, however, that such
clause shall not apply to any liability of a director based upon any willful
misconduct, intentional breach or disregard of the terms of the Operating
Agreement or knowing violation of criminal law.
20.2 BEAR ISLAND FINANCE COMPANY II
FinCo is a Delaware corporation. Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed legal action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of
the fact that such person is or was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
II-1
<PAGE>
Article VII of the By-laws of FinCo, a copy of which is filed as Exhibit
3.4 to this Registration Statement, allows the Registrant to maintain
director and officer liability insurance on behalf of any person who is or
was a director or officer of FinCo or such person who serves or served as
director, officer, employee or agent, of another corporation, partnership or
other enterprise at the request of FinCo. Article VIII of FinCo's By-laws
provides for indemnification of the officers and directors of the Registrant
to the fullest extend permitted by applicable law.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law, Article
Sixth of the Certificate of Incorporation of FinCo, a copy of which is filed
as Exhibit 3.3 to this Registration Statement, provides that no director of
FinCo shall be personally liable to FinCo or its shareholders for monetary
damages for any breach of his fiduciary duty as a director; provided,
however, that such clause shall not apply to any liability of a director (1)
for any breach of the Director's duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (3) pursuant to
Section 174 of the Delaware Corporation Law, or (4) for any transaction from
which the director derived an improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits: The following exhibits are filed as part of this
Registration Statement
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EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
2. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION.
*2.1 The Partnership Interest Sale Agreement, dated as of December 1, 1997, by and among Dow Jones Virginia
Company Inc., Newsprint, Inc. and Brant-Allen
*2.2 Articles of Organization and Articles of Merger of Bear Island Mergerco, LLC, dated as of December 1,
1997, by and between the Company and Bear Island Mergerco, LLC.
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
*3.1 Articles of Organization of the Company.
*3.2 Operating Agreement of the Company.
*3.3 Certificate of Incorporation of Bear Island Finance Company II.
*3.4 By-Laws of Bear Island Finance Company II.
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
*4.1 Indenture, dated as of December 1, 1997, among the Registrants, Timberlands, Soucy Inc. and Crestar Bank,
as Trustee, relating to the Notes.
*4.2 Form of New Note (included as an exhibit to exhibit 4.1).
*4.3 Registration Rights Agreement, dated December 1, 1997, among the Registrants and TD Securities (USA),
Inc. and Salomon Brothers Inc, as Initial Purchasers.
*4.4 Intercreditor Agreement, dated as of December 1, 1997, by and among the Registrants, Brant-Allen, Toronto
Dominion (Texas), Inc. and Crestar Bank.
*4.5 Deed of Trust, dated as of December 1, 1997, by and between the Company and Crestar Bank, as Trustee.
*4.6 Company Pledge and Security Agreement, dated as of December 1, 1997, by and between the Company and
Crestar Bank, as Trustee.
*4.7 Timberlands Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar Bank,
as Trustee.
*4.8 Soucy Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar Bank, as
Trustee.
II-2
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*4.9 Hypotech Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar Bank, as
Trustee.
5. OPINIONS.
5.1 Opinion of Mays & Valentine, L.L.P.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company.
10. MATERIAL CONTRACTS.
*10.1 Purchase Agreement, dated as of November 21, 1997, by and among the Registrants and TD Securities
(USA)Inc. and Salomon Brothers Inc with respect to the Notes.
*10.2 Bank Credit Agreement, dated as of December 1, 1997, by and among the Company, TD Securities (USA), Inc.,
Toronto Dominion (Texas), Inc., Christiania Bank OG Kreditkass ASA, Keyport Life Insurance Company, Prime
Income Trust, Deeprock & Company, Merrill Lynch Senior Floating Rate Fund, Inc. and Van Kampen American
Capital Prime Rate Trust.
*10.3 Timberlands Credit Agreement, dated as of December 1, 1997, by and among Brant-Allen, TD Securities
(USA), Inc. and Toronto Dominion (Texas), Inc.
*10.4 Amended and Restated Timberlands Loan and Maintenance Agreement, dated as of November 24, 1997, by and
between Brant-Allen and John Hancock Mutual Life Insurance Company.
*10.5 Timberlands Interest Sale Agreement, dated as of December 1, 1997, by and among Dow Jones Virginia
Company, Inc., Newsprint Inc., Inc. and Brant-Allen
*10.6 The Management Services Agreement, dated as of December 1, 1997, by and among the Company and
Brant-Allen.
*10.7 The Wood Supply Agreement, dated as of December 1, 1997, by and among the Company and Timberlands.
*10.8 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and the Dow Jones
& Co., Inc.
*10.8A Amendment to Newsprint Purchase Agreement, dated as of April 1, 1987.
*10.8B Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.8C Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.8D Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
*10.9 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and The Washington
Post.
*10.9A Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.9B Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.9C Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
12. RATIO OF EARNINGS TO FIXED CHARGES.
*12.1 Statement regarding the computation of ratio of earnings to fixed charges for the Company.
21. SUBSIDIARIES.
*21.1 Subsidiaries of the Company.
23. CONSENTS.
II-3
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
*23.1 Consent of Coopers & Lybrand L.L.P. (Bear Island Paper Company, L.P.).
*23.2 Consent of Coopers & Lybrand L.L.P. (Bear Island Timberlands Company, L.P.)
*23.3 Consent of Coopers & Lybrand (F.F. Soucy Inc.).
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Issuers (included in Exhibit
5.2).
*23.5 Consent of McCarthy Tetrault, special counsel to the Company.
23.6 Consent of Mays & Valentine, L.L.P., special counsel to the Issuers (included in Exhibit 5.1).
24. POWERS OF ATTORNEY.
*24.1 Power of Attorney (included in signature page).
25. FORM T-1.
*25.1 Statement of Eligibility and Qualification on Form T-1 of Crestar Bank, as Trustee under the Indenture
relating to the Company's 10% Series B Senior Secured Notes due 2007.
27. FINANCIAL DATA SCHEDULE.
*27.1 Financial Data Schedule.
99. MISCELLANEOUS.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*99.4 Form of Letter to Clients.
</TABLE>
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* Previously filed.
(b) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts and Reserves.
ITEM 22. UNDERTAKINGS
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
II-4
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or paid by a
director, officer or controlling person of the Registrants in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(c) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized in Greenwich, State of Connecticut, on the 29th day of January,
1998.
BEAR ISLAND PAPER COMPANY, L.L.C
By: *
-------------------------------
Peter M. Brant
President, Chairman of the
Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- -------------------------------------------- -------------------
<S> <C> <C>
* President, Chairman of the Board January 29, 1998
-------------------------- and Chief Executive Officer
Peter M. Brant (Principal Executive Officer)
* Executive Vice President, Co-Chairman January 29, 1998
-------------------------- of the Board and Chief Operating Officer
Joseph Allen
/s/ Edward D. Sherrick Vice President of Finance and January 29, 1998
-------------------------- Director (Principal Financial Officer)
Edward D. Sherrick (Principal Accounting Officer)
* Vice President of Sales January 29, 1998
-------------------------- and Marketing and Director
Thomas E. Armstrong
* Director January 29, 1998
--------------------------
Michael Conroy
* Director January 29, 1998
--------------------------
Robert Flug
</TABLE>
* By: /s/ EDWARD D. SHERRICK
Attorney-in-fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized in Greenwich, State of Connecticut, on the 29th day of January,
1998.
BEAR ISLAND FINANCE COMPANY II
By: *
-------------------------------
Peter M. Brant
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- --------------------------------------- ------------------
<S> <C> <C>
* Director and President January 29, 1998
--------------------------
Peter M. Brant
* Director, Executive Vice President, January 29, 1998
-------------------------- Treasurer and Secretary
Joseph Allen (Principal Financial Officer)
/s/ Edward D. Sherrick Director and Vice President January 29, 1998
--------------------------
Edward D. Sherrick
* Director and Vice President January 29, 1998
--------------------------
Thomas E. Armstrong
</TABLE>
* By: /s/ EDWARD D. SHERRICK
Attorney-in-fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- --------
<S> <C> <C>
2. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION.
*2.1 The Partnership Interest Sale Agreement, dated as of December 1, 1997, by and among Dow
Jones Virginia Company Inc., Newsprint, Inc. and Brant-Allen
*2.2 Articles of Organization and Articles of Merger of Bear Island Mergerco, LLC, dated as of
December 1, 1997, by and between the Company and Bear Island Mergerco, LLC.
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
*3.1 Articles of Organization of the Company.
*3.2 Operating Agreement of the Company.
*3.3 Certificate of Incorporation of Bear Island Finance Company II.
*3.4 By-Laws of Bear Island Finance Company II.
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
*4.1 Indenture, dated as of December 1, 1997, among the Registrants, Timberlands, Soucy Inc. and
Crestar Bank, as Trustee, relating to the Notes.
*4.2 Form of New Note (included as an exhibit to exhibit 4.1).
*4.3 Registration Rights Agreement, dated December 1, 1997, among the Registrants and TD
Securities (USA), Inc. and Salomon Brothers Inc, as Initial Purchasers.
*4.4 Intercreditor Agreement, dated as of December 1, 1997, by and among the Registrants,
Brant-Allen, Toronto Dominion (Texas), Inc. and Crestar Bank.
*4.5 Deed of Trust, dated as of December 1, 1997, by and between the Company and Crestar Bank,
as Trustee.
*4.6 Company Pledge and Security Agreement, dated as of December 1, 1997, by and between the
Company and Crestar Bank, as Trustee.
*4.7 Timberlands Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and
Crestar Bank, as Trustee.
*4.8 Soucy Pledge Agreement, dated as of December 1, 1997, by and between Brant-Allen and
Crestar Bank, as Trustee.
*4.9 Hypotech Agreement, dated as of December 1, 1997, by and between Brant-Allen and Crestar
Bank, as Trustee.
5. OPINIONS.
5.1 Opinion of Mays & Valentine, L.L.P.
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company.
10. MATERIAL CONTRACTS.
*10.1 Purchase Agreement, dated as of November 21, 1997, by and among the Registrants and TD
Securities (USA)Inc. and Salomon Brothers Inc with respect to the Notes.
*10.2 Bank Credit Agreement, dated as of December 1, 1997, by and among the Company, TD
Securities (USA), Inc., Toronto Dominion (Texas), Inc., Christiania Bank OG Kreditkass ASA,
Keyport Life Insurance Company, Prime Income Trust, Deeprock & Company, Merrill Lynch
Senior Floating Rate Fund, Inc. and Van Kampen American Capital Prime Rate Trust.
*10.3 Timberlands Credit Agreement, dated as of December 1, 1997, by and among Brant-Allen, TD
Securities (USA), Inc. and Toronto Dominion (Texas), Inc.
*10.4 Amended and Restated Timberlands Loan and Maintenance Agreement, dated as of December 1,
1997, by and between Brant-Allen and John Hancock Mutual Life Insurance Company.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- --------
*10.5 Timberlands Interest Sale Agreement, dated as of December 1, 1997, by and among Dow Jones
Virginia Company, Inc., Newsprint Inc., Inc. and Brant-Allen.
*10.6 The Management Services Agreement, dated as of December 1, 1997, by and among the Company
and Brant-Allen.
*10.7 The Wood Supply Agreement, dated as of December 1, 1997, by and among the Company and
Timberlands.
*10.8 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and
the Dow Jones & Co., Inc.
*10.8A Amendment to Newsprint Purchase Agreement, dated as of April 1, 1987.
*10.8B Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.8C Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.8D Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
*10.9 The Newsprint Purchase Agreement, dated as of May 19, 1978, by and between the Company and
The Washington Post.
*10.9A Amendment to Newsprint Purchase Agreement, dated as of December 10, 1991.
*10.9B Amendment to Newsprint Purchase Agreement, dated as of August 10, 1993.
*10.9C Amendment to Newsprint Purchase Agreement, dated as of April 22, 1996.
12. RATIO OF EARNINGS TO FIXED CHARGES.
*12.1 Statement regarding the computation of ratio of earnings to fixed charges for the Company.
21. SUBSIDIARIES.
*21.1 Subsidiaries of the Company.
23. CONSENTS.
*23.1 Consent of Coopers & Lybrand L.L.P. (Bear Island Paper Company, L.P.).
*23.2 Consent of Coopers & Lybrand L.L.P. (Bear Island Timberlands Company, L.P.)
*23.3 Consent of Coopers & Lybrand (F.F. Soucy, Inc.).
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Issuers
(included in Exhibit 5.2).
*23.5 Consent of McCarthy Tetrault, special counsel to the Company.
23.6 Consent of Mays & Valentine, L.L.P., special counsel to the Issuers (included in Exhibit
5.1).
24. POWERS OF ATTORNEY.
*24.1 Power of Attorney (included in signature page).
25. FORM T-1.
*25.1 Statement of Eligibility and Qualification on Form T-1 of Crestar Bank, as Trustee under
the Indenture relating to the Company's 10% Series B Senior Secured Notes due 2007.
27. FINANCIAL DATA SCHEDULE.
*27.1 Financial Data Schedule.
99. MISCELLANEOUS.
*99.1 Form of Letter of Transmittal.
*99.2 Form of Notice of Guaranteed Delivery.
*99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*99.4 Form of Letter to Clients.
</TABLE>
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* Previously filed.
<PAGE>
EXHIBIT 5.1
[Mays & Valentine Letterhead]
January 29, 1998
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
10026 Old Ridge Road
Ashland, Virginia 23005
Ladies and Gentlemen:
We have acted as special counsel to Brant-Allen Industries,
Inc., a Delaware corporation ("Brant-Allen"), Bear Island Paper Company,
L.L.C., a limited liability company organized under the laws of the
Commonwealth of Virginia (the "Company") and Bear Island Timberlands
Company, L.L.C., a limited liability company organized under the laws of
the Commonwealth of Virginia ("Timberlands" and, together with
Brant-Allen and the Company, the "Opinion Parties" and each an "Opinion
Party") in connection with the preparation of the Registration Statement
on Form S-4 (File No. 333-42201) filed by the Company and Bear Island
Finance Company II, a Delaware corporation ("FinCo" and, together with
the Company, the "Issuers") with the Securities and Exchange Commission
(the "Commission") on December 12, 1997, and amended on the date hereof
(as amended, the "Registration Statement"). The Registration Statement
relates to the registration under the Securities Act of 1933, as amended
(the "Act"), of $100,000,000 aggregate principal amount of 10% Series B
Senior Secured Notes Due 2007 (the "Notes") in connection with a proposed
exchange offer (the "Exchange Offer").
The Notes are to be issued pursuant to the Indenture, dated as
of December 1, 1997 (the "Indenture"), among the Issuers, Timberlands,
F.F. Soucy, Inc., a corporation organized under the laws of Canada
("Soucy Inc."), Crestar Bank as trustee, and, with respect to certain
provisions thereof, Brant-Allen.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement, dated as of December 1, 1997 (the "Registration Rights
Agreement"), among the Issuers, TD Securities (USA) Inc. and Salomon
Brothers Inc; (iii) the form of the Notes and a specimen certificate
thereof; (iv) the Articles of Organization and the Operating Agreement of
the Company, as currently in effect; (v) certain resolutions of the Board
of Directors of the Company relating to the issuance and exchange of the
Notes and related matters; and (vi) the Indenture. We have also examined
originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set
forth herein.
The documents listed in items (ii), (iii) and (vi) above are
collectively referred to herein as the "Opinion Documents."
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed by FinCo and Soucy Inc., we
have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity
and binding effect thereof on such parties. As to any facts material to
the opinions expressed herein which we did not independently establish or
verify, we have relied upon oral or written statements and
representations of officers, trustees and other representatives of the
Issuers and others.
Our opinions set forth below are subject to the following
further assumptions and qualifications:
(a) Each of the Opinion Documents constitutes the legal, valid
and binding obligation of each party to such Opinion Document (other than
the Opinion Parties) enforceable against such party in accordance with
its terms.
(b) We express no opinion as to the effect on the opinions
expressed herein of (i) the compliance or non-compliance of any party
(other than the Opinion Parties) to the Opinion Documents with any state,
federal or other laws or regulations applicable to it or (ii) the legal
or regulatory status or the nature of the business of any such party.
<PAGE>
We do not express any opinion as to the laws of any
jurisdiction other than the laws of the Commonwealth of Virginia, the
corporate laws of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the foregoing, we are of the opinion
that:
(1) each of the Opinion Parties has been duly incorporated or
organized, as applicable, and is validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization,
as applicable;
(2) each of the Opinion Parties has the requisite power and
authority, corporate or otherwise, to execute and deliver all of the
Opinion Documents to which it is a party and to perform all of its
obligations thereunder, and the execution and delivery of such Opinion
Documents and the consummation by such Opinion Party of the transactions
contemplated thereby (including, in the case of the Company, the
consummation of the Exchange Offer and the issuance of the Notes pursuant
to the Exchange Offer) have been duly authorized by all requisite action,
corporate or otherwise, on the part of such Opinion Party;
(3) each of the Opinion Parties has duly executed and delivered
each Opinion Document to which it is a party in accordance with the
applicable provisions of its organizational documents and the laws of the
jurisdiction of organization of that Opinion Party;
(4) the execution and delivery by each of the Opinion Parties
of each of the Opinion Documents to which it is a party and the
performance of its obligations thereunder do not and will not conflict
with, contravene, violate or constitute a default under: (i) the
Certificate of Incorporation, By-Laws or other organizational documents
of such Opinion Party, (ii) any indenture, instrument or other agreement known
to us to which such Opinion Party or its property is subject, (iii) any law,
rule or regulation to which such Opinion Party is subject, (iv) any judicial
or administrative judgment, injunction, order or decree known to us, of any
governmental authority or (v) any consent, approval, license, authorization or
validation of, or filing, recording or registration with, or notice to, any
governmental authority known to us to be applicable to the Opinion Parties;
(5) no authorization, consent, order, license, validation of,
or other approval of, or notice to or filing, recording or registration
with, any court, governmental authority or regulatory body, or any
subdivision thereof, that has not been obtained or taken and is not in
full force and effect is required to authorize, or is required in
connection with the execution, delivery and performance by, any Opinion
Party of any Opinion Document or the transactions contemplated thereby;
and
(6) assuming that (i) the Registration Statement becomes
effective and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended, and (ii) the Notes are duly executed,
authenticated and issued in accordance with the Indenture and delivered
and issued in the Exchange Offer as contemplated by the Registration
Rights Agreement and the Registration Statement, the issuance of the
Notes will have been duly authorized by the Company.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the reliance
on this opinion by Skadden, Arps, Slate, Meagher & Flom LLP in rendering
its opinion to be filed as Exhibit 5.2 to the Registration Statement and
dated as of the date of this opinion. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission. This
opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes in applicable law.
Very truly yours,
/s/ Mays & Valentine, L.L.P.
<PAGE>
EXHIBIT 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022-3897
TEL:(212) 735-3000
FAX:(212) 735-2000
January 29, 1998
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
10026 Old Ridge Road
Ashland, Virginia 23005
Ladies and Gentlemen:
We have acted as special counsel to Bear Island Paper Company, L.L.C.,
a Virginia limited liability company (the "Company") and Bear Island Finance
Company II, a Delaware corporation ("FinCo" and, together with the Company, the
"Issuers") in connection with the preparation of the Registration Statement on
Form S-4 (File No. 333-42201) filed by the Issuers with the Securities and
Exchange Commission (the "Commission") on December 12, 1997, and amended on the
date hereof (as amended, the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of $100,000,000 aggregate principal amount of 10% Series B
Senior Secured Notes Due 2007 (the "Notes") in connection with a proposed
exchange offer (the "Exchange Offer").
The Notes are to be issued pursuant to the Indenture, dated as of
December 1, 1997 (the "Indenture"), among the Issuers, Bear Island Timberlands
Company, L.L.C., a Virginia limited liability company ("Timberlands"), F.F.
Soucy, Inc., a corporation organized under the laws of Canada ("Soucy Inc."),
Crestar Bank as
<PAGE>
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
January 23, 1998
Page 2
trustee, and, with respect to certain provisions thereof, Brant-Allen
Industries, Inc., a Delaware corporation ("Brant-Allen").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement, dated as of December 1, 1997 (the "Registration Rights Agreement"),
among the Issuers, TD Securities (USA) Inc. and Salomon Brothers Inc; (iii) the
form of the Notes and a specimen certificate thereof; (iv) the Certificate of
Incorporation of FinCo, as currently in effect; (v) the By-Laws of FinCo, as
currently in effect; (vi) certain resolutions of the Board of Directors of
FinCo relating to the issuance and exchange of the Notes and related matters;
and (vii) the Indenture. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
The documents listed in items (ii), (iii) and (vii) above are
collectively referred to herein as the "Opinion Documents."
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents
<PAGE>
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
January 22, 1998
Page 3
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than FinCo, we have assumed
that such parties had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and (except as to the Company and the Notes, as to
which we express our opinion below) the validity and binding effect thereof on
such parties. As to any facts material to the opinions expressed herein which
we did not independently establish or verify, we have relied upon oral or
written statements and representations of officers, trustees and other
representatives of the Issuers and others.
As used herein, the following terms shall have the following
respective meanings:
"Opinion Party" means each of the Issuers, Timberlands, Soucy Inc. and
Brant-Allen and "Opinion Parties" means all of those parties, collectively.
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction
other than the Delaware General Corporation Law (the "DGCL").
Based upon and subject to the foregoing, we are of the opinion that
the issuance of the Notes has been duly authorized by FinCo, and when (i) the
Registration Statement becomes effective and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended, and (ii) the Notes are duly
executed, authenticated and issued in accordance with the Indenture and
<PAGE>
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
January 29, 1998
Page 4
delivered and issued in the Exchange Offer as contemplated by the Registration
Rights Agreement and the Registration Statement, the Notes will be valid and
binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally and (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity).
In rendering the opinion set forth above, we have, without independent
investigation, relied solely upon the opinion of Mays & Valentine, LLP filed as
Exhibit 5.1 to the Registration Statement that the Company has been duly formed
and is validly existing and that the execution and delivery by each of the
Opinion Parties of each of the Opinion Documents to which it is a party and the
performance of its obligations thereunder do not and will not conflict with,
contravene, violate or constitute a default under: (i) the Certificate of
Incorporation, By-Laws or other organizational documents of such Opinion Party
(except that we do not rely in this clause (i) with respect to the Certificate
of Incorporation or By-laws of FinCo), (ii) any indenture, instrument or other
agreement to which such Opinion Party or its property is subject, (iii) any
law, rule or regulation to which such Opinion Party is subject (except that we
do not rely in this clause (iii) with respect to the DGCL and those laws, rules
and regulations (other than securities and antifraud laws) of the State of
New York and of the United States of America which, in our experience, are
normally applicable to transactions of the type contemplated by the Opinion
Documents, but without our having made any special investigation concerning
any other laws, rules, or regulations), (iv) any judicial or administrative
<PAGE>
Bear Island Paper Company, L.L.C.
Bear Island Finance Company II
January 29, 1998
Page 5
judgment, injunction, order or decree of any governmental authority or (v) any
consent, approval, license, authorization or validation of, or filing,
recording or registration with, or notice to, any governmental authority.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission. This opinion is expressed as of the
date hereof, and we disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or of any subsequent changes in
applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
