As filed with the Securities and Exchange Commission on March 7, 2000
REGISTRATION NO. 333-90829
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
MIDDLE AMERICAN TISSUE INC.
(Exact name of registrant as specified in its charter)
Delaware 2621 52-2181338
(State or other (Primary S.I.C. (I.R.S. Employer
jurisdiction of Code Number) Identification No.)
Incorporation or
organization)
135 Engineers Road
Hauppauge, New York 11788
(516) 435-9000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-----------------------------------
Edward I. Stein
Executive Vice President
and Chief Financial Officer
135 Engineers Road
Hauppauge, New York 11788
(516) 435-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------------
copies to:
Nicholas J. Kaiser, Esq.
Mandel Resnik & Kaiser P.C.
220 East 42nd Street
New York, New York 10017
(212) 573-0093
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
The registrant hereby amends this registration statement on the 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 or until this registration statement shall become
effective on the date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law ("Section 145"), inter alia,
provides that a Delaware corporation may indemnify any persons who were, are or
are threatened to be made, parties to any threatened, pending or completed
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 or
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 such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of the
fact that such person was a director, officer, 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 or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent 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 has actually and reasonably incurred.
The Company's certificate of incorporation, as amended, provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by the Delaware General Corporation Law.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
The Company has applied for insurance covering all of the Company's
directors and officers against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933.
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<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS. A list of exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is incorporated herein by reference.
(b) FINANCIAL STATEMENT SCHEDULES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(AMOUNTS IN 000s)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Description Balance at Charged to Write-off of Balance at
Beginning of Expenses uncollectable end of period
Period accounts
<S> <C> <C> <C> <C>
Allowance for doubtful accounts
September 30, 1997.............. $ 453 $ 1,120 $ 193 $ 1,380
September 30, 1998.............. $ 1,380 $ 560 $ 1,857f $ 83
September 30, 1999.............. $ 83 $ 915 $ 385 $ 613
</TABLE>
ITEM 22. UNDERTAKINGS.
The undersigned registrants undertake:
(1) To file, during any period in which offers or sales are being
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; and
(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 purposes of determining any liability under the Securities
Act of 1933 (the "Securities Act"), 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 the 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.
(4) that, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(5) 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
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<PAGE>
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.
(6) 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.
(7) insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 20 or otherwise, the
registrant has 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Board of Directors and
Stockholders of Middle American Tissue Inc.:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Middle American Tissue Inc. (the "Company")
included in this registration statement and have issued our report thereon dated
December 10, 1999. Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The accompanying schedule is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not a part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Melville, New York
December 10, 1999
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post Effective Amendment No. 1 to this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Hauppauge, State of New York, on March 7, 2000.
MIDDLE AMERICAN TISSUE INC.
By: /s/ Mehdi Gabayzadeh
---------------------------------------
Name: Mehdi Gabayzadeh
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/Nourollah Elghanayan Chairman of the Board and Director March 7, 2000
- ------------------------
Nourollah Elghanayan
/s/ Mehdi Gabayzadeh President and Chief Executive March 7, 2000
- --------------------------- Officer (Principal Executive Officer
Mehdi Gabayzadeh and Director)
/s/Edward I. Stein Executive Vice President and Chief March 7, 2000
- --------------------------- Financial Officer (Principal
Edward I. Stein Financial and Accounting Officer)
/s/ Andrew Rush Director March 7, 2000
- ------------------
Andrew Rush
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1. Certificate of Incorporation of Middle American Tissue Inc. (2)
3.2. By-Laws of Middle American Tissue Inc. (2)
4.1 Indenture dated as of July 9, 1999 among American Tissue Inc.,
each Subsidiary Guarantor and The Chase Manhattan Bank, as
Trustee (2)
4.2 Form of 12 1/2% Series B Senior Secured Notes (2)
4.3 Form of Subsidiary Guarantees (2)
4.4 Purchase Rights Agreement dated as of July 9, 1999 among American
Tissue Inc., each Subsidiary Guarantor and Donaldson, Lufkin &
Jenrette Securities Corporation (2)
4.5 Registration Rights Agreement dated as of July 9, 1999, by and
among American Tissue Inc., each Subsidiary Guarantor and
Donaldson, Lufkin & Jenrette Securities Corporation (2)
5.1 Opinion of Mandel Resnik & Kaiser P.C. (2)
10.1 Indenture dated as of July 9, 1999 among American Tissue Inc.,
the subsidiary guarantors named therein and The Chase Manhattan
Bank, as Trustee (3)
10.2 12 1/2% Series A Senior Secured Note due 2006 of American Tissue
Inc. in the face amount of $165.0 million (3)
10.3 Security Agreement dated as of July 9, 1999 made by American
Tissue Inc.; the subsidiary guarantors named therein in favor of
the Trustee (3)
10.4 Amended and Restated Loan and Security Agreement dated July 9,
1999 among American Tissue Inc., certain subsidiaries of American
Tissue Inc., certain lenders and LaSalle Bank National
Association, for itself and as agent for the other lenders (3)
10.5 Consent and Intercreditor Agreement dated as of July 9, 1999
among American Tissue Mills of Oregon, Inc., American Tissue
Corporation, the Trustee and Boise Cascade Corporation (3)
10.6 Leasehold Deed of Trust, Assignment of Leases, Security Agreement
and Fixture Filing dated as of July 9, 1999 made by American
Tissue Mills of Oregon, Inc., as grantor, to Ticor Title
Insurance Company, as trustee for the benefit of the Trustee, as
beneficiary (3)
10.7 Instrument of Assumption of Liabilities dated July 9, 1999 made
by Pulp & Paper of America LLC and its subsidiaries in favor of
Crown Vantage, Inc. and its subsidiaries (3)
10.8 Consent and Intercreditor Agreement dated as of July 9, 1999
among American Tissue Mills of Oregon, Inc., American Tissue
Corporation, the Trustee and Boise Cascade Corporation (3)
10.9 Pulp Purchase Agreement dated March 24, 1999 between Crown Paper
Co. and Pulp & Paper of America LLC (3)
10.10 Paper Brokerage Agreement dated March 24, 1999 between Crown
Paper Co. and Pulp & Paper of America LLC (3)
10.11 Strategic Alliance Agreement dated March 24, 1999 between Crown
Paper Co. and Pulp & Paper of America LLC (3)
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
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10.12 Lease dated August 1, 1998 between American Tissue Mills of
Neenah LLC and Lakeview Real Estate LLC relating to premises
located at 249 North Lake Street, Neenah, Wisconsin (3)
10.13 Lease dated June 1, 1998 between American Tissue Corporation and
Huntington LLC relating to premises located 1 Arnold Drive,
Huntington, New York (3)
10.14 Lease dated January 18, 1996 between American Tissue Corporation
and Reckson Operating Partnership, L.P. relating to premises
located at 85 Nicon Court, Hauppauge, New York (3)
10.15 Lease dated in February 1990 between American Tissue Corporation
and Vanderbilt Associates relating to premises located at 110
Plant Avenue, Hauppauge, New York (3)
10.16 Lease dated January 15, 1995 between Fabricaciones Metalicas
Mexicanas S.A. and American Tissue de Mexico S.A., as amended,
relating to premises located in Mexicali, Mexico (3)
10.17 Lease dated August 15, 1996 between American Tissue Corporation
and Swimline Corporation relating to premises located at 56
Vanderbilt Motor Parkway, Commack, New York (3)
10.18 Lease Agreement dated as of March 20, 1998 between Waterford
Industrial Development Authority and Grand LLC relating to
premises located in Waterford, New York (3)
10.19 Agreement dated November 23, 1992 between American Tissue Mills
of Oregon, Inc. and Boise Cascade, as amended by the Amendment
dated January 1, 1999 among the same parties and American Tissue
Corporation (3)
10.20 Lease Agreement dated December 15, 1995 between American Tissue
Corporation and Curtiss-Wright Flight Systems/Shelby, Inc.
relating to premises located at Passaic Street, Wood-Ridge, New
Jersey (3)
10.21 Loan Agreement dated December 15, 1995 between American Tissue
Corporation and Curtiss-Wright Flight Systems/Shelby, Inc. (3)
10.22 Lease Agreement dated as of November 1, 1997 between St. Lawrence
& Atlantic Railroad Company and Berlin Mills Railway Inc. (3)
10.23 Service Agreement dated as of November 1, 1997 between Crown
Paper Co. and St. Lawrence & Atlantic Railroad Company (3)
10.24 Note and Mortgage dated October 27, 1998 made by Grand LLC in
favor of Security Mutual Life Insurance Company of New York
relating to premises located in Halfmoon, New York (3)
10.25 Consolidated Mortgage Note and Consolidated Mortgage dated
December 29, 1997 made by Saratoga Realty LLC in favor of Bank
United relating to premises located at 3 Duplainville Road,
Saratoga Springs, New York (3)
10.26 Consolidated Mortgage Note and Consolidated Mortgage dated
October 17, 1997 made by Grand LLC in favor of Bank United
relating to premises located at Bell's Lane, Waterford, New York
(3)
10.27 Consolidated Mortgage Note and Consolidated Mortgage dated July
21, 1998 made by Gilpin Realty Corp., Coram Realty LLC, Engineers
Road LLC and Huntington LLC in favor of The Roslyn Savings Bank
relating to premises located at 135 Engineers Road, Hauppauge,
New York, 466-468 Mill Road, Coram, New York and 45 Gilpin
Avenue, Hauppauge, New York (3)
10.28 Mortgage Note and Deed of Trust dated as of April 19, 1999 made
by Calexico Tissue Company LLC in favor of Bank United (3)
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
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10.29 Agency Loan Promissory Note and Agency Loan Deed of Trust dated
in May 1997 made by Calexico Tissue Company LLC in favor of
Community Development Agency of the City of Calexico (3)
10.30 Reimbursement Promissory Note and Reimbursement Deed of Trust
dated in July 1997 made by Calexico Tissue Company LLC in favor
of Community Development Agency of the City of Calexico (3)
10.31 Agreement to Supply Sand and Gravel in Place dated October 30,
1997 between John Hancock Mutual Life Insurance Company and Crown
Paper Co. (3)
10.32 Roundwood Supply Agreement dated June 28, 1999 between Prime
Timber Company LLC and Crown Paper Co. (3)
10.33 Northeast Roundwood Supply Agreement dated October 30, 1997
between John Hancock Mutual Life Insurance Company and Crown
Paper Co. (3)
10.34 Cooperative Agreement dated June 19, 1995 between Kimberly-Clark
Corporation and United Paperworkers International Union, AFL-CIO,
and Local No. 482 (3)
10.35 Labor Agreement dated as of June 24, 1997 between Crown Vantage
and United Paperworkers International Union, AFL-CIO, and its
United Brotherhood Local Union No. 75 (3)
10.36 Labor Agreement dated July 15, 1997 between Crown Paper Co. and
Office and Professional Employees International Union, Local 6
(3)
10.37 Agreement dated December 12, 1994 between American Tissue
Corporation and American Tissue Mills de Mexico S.A. de C.V. (3)
10.38 Assumption and Novation Agreement dated as of July 9, 1999 among
certain subsidiaries of American Tissue Inc., Super American
Tissue Inc., Lakeview Real Estate LLC and Huntington LLC (3)
10.39 Assumption and Novation Agreement dated as of July 9, 1999 among
certain subsidiaries of American Tissue Inc., Super American
Tissue Inc. and Messrs. Nourollah Elghanayan and Mehdi Gabayzadeh
(3)
12.1. Computation of ratio of earnings to fixed charges (2)
21.1. Subsidiaries of Middle American Tissue Inc. (2)
23.1. Consent of Arthur Andersen LLP (2)
23.2. Consent of Holtz Rubenstein & Co., LLP (2)
23.3. Consent of Ernst & Young LLP (1)
23.4. Consent of Mandel Resnik & Kaiser P.C. (included in Exhibit 5.1)
(2)
24.1. Powers of Attorney (included in signature pages) (2)
25.1. Statement of Eligibility of Trustee on Form T-1 (2)
27.1. Financial Data Schedule (2)
99.1. Form of Letter of Transmittal (2)
99.2. Form of Notice of Guaranteed Delivery (2)
99.3. Form of Letter to Record Holders of Old Notes (2)
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
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99.4. Form of Letter to Beneficial Holders of Old Notes (2)
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(1) Filed herewith
(2) Previously filed
(3) Previously filed as an exhibit to American Tissue Inc. Registration
Statement No. 333-88017 on Form S-4 filed with the Securities and Exchange
Commission on September 29, 1999 and all amendments thereto concerning an
offer to exchange $165.0 million aggregate principal amount of Senior
Secured Notes due 2006 to be issued by American Tissue Inc., which exhibit
is incorporated in this registration statement by reference.
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and in
the section entitled "Selected Historical Financial Data" and to the use of our
report dated April 23, 1999, in Amendment No. 3 of the Registration Statement
(Form S-4 No. 333-90829) and related Prospectus of Middle American Tissue Inc.
/s/ Ernst & Young LLP
San Francisco, California
March 7, 2000
