Filed Pursuant to Rule
424(b)(3) of the Rules and
Regulations Under the
Securities Act of 1933
PROSPECTUS SUPPLEMENT Registration Statement Nos.
33-23826, 33-43448 and
(To Prospectus dated November 24, 1993) 33-51876
FORT HOWARD CORPORATION
12-3/8% Senior Subordinated Notes Due 1997
12-5/8% Subordinated Debentures Due 2000
14-1/8% Junior Subordinated Discount Debentures Due 2004
9-1/4% Senior Notes Due 2001
10% Subordinated Notes Due 2003
1991 Pass Through Trust, Pass Through Certificates, Series 1991
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RECENT DEVELOPMENTS
On February 2, 1994, Fort Howard Corporation announced that its
previously filed registration statement was declared effective by the
Securities and Exchange Commission and that the Company increased the size of
the senior subordinated note portion of the offering. Fort Howard sold $100
million aggregate principal amount of 8 1/4% senior unsecured notes due 2002
and $650 million aggregate principal amount of 9% senior subordinated notes
due 2006.
On December 17, 1993, Fort Howard had initially announced an offering of
$100 million aggregate principal amount of senior unsecured notes due 2002 and
$400 million aggregate principal amount of senior subordinated notes due 2006.
However, the senior subordinated note portion of the offering was subsequently
increased to $650 million.
Net proceeds from the offering will be used to redeem all of Fort
Howard's outstanding 12 3/8% senior subordinated notes at 105% of principal,
to redeem $238 million aggregate principal amount of its 12 5/8% subordinated
debentures at 105% of principal, to prepay a portion of the term indebtedness
under the Company's bank credit agreement, to repay a portion of its
indebtedness under its revolving credit agreement and to pay certain fees and
expenses.
Morgan Stanley & Co. Incorporated is the sole underwriter for the
offering.
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This Prospectus Supplement, together with the Prospectus, is to be used
by Morgan Stanley & Co. Incorporated in connection with offers and sales of
the above-referenced securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Morgan
Stanley & Co. Incorporated may act as principal or agent in such transactions.
February 3, 1994
