As filed with the Securities and Exchange Commission on September 29, 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FORT HOWARD CORPORATION
<TABLE>
<S> <C> <C>
(Exact name of registrant as specified in its charter)
Delaware 2676 39-1090992
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
--------------------
1919 South Broadway
Green Bay, Wisconsin 54304
(414) 435-8821
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------
FORT HOWARD CORPORATION
MANAGEMENT EQUITY PARTICIPATION AGREEMENT
FORT HOWARD CORPORATION
MANAGEMENT EQUITY PLAN
FORT HOWARD CORPORATION
1995 STOCK INCENTIVE PLAN
FORT HOWARD CORPORATION
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plans)
--------------------
JAMES W. NELLEN II
Vice President and Secretary
Fort Howard Corporation
1919 South Broadway
Green Bay, Wisconsin 54304
(414) 435-8821
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
<TABLE>
<S> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Number of Shares Offering Price Per Aggregate Registration
Securities to be Registered to be Registered(1) Share(2) Offering Price(2) Fee
- -------------------------------------------------------------------------------------------------
Common Stock par value $.01
per Share..................3,800,000 Shares $14.88 to $18.46 $61,560,422.20 $21,227.73
=================================================================================================
(1) The Aggregate number of shares of Common Stock registered hereunder consists of (a) shares
of Common Stock which have been authorized and reserved for issuance upon the exercise of
stock options which have been granted under the Fort Howard Corporation Amended and Restated
Management Equity Participation Agreement dated as of August 8, 1988, as amended from time
to time (the "MEPA"), (b) shares of Common Stock which have been authorized and reserved for
issuance upon the exercise of stock options which have been granted under the Fort Howard
Corporation Management Equity Plan, as amended from time to time, (the "MEP"), (c) shares of
Common Stock which have been authorized and reserved for issuance in connection with the
Fort Howard Corporation 1995 Stock Plan for Non-Employee Directors (the "1995 Directors
Plan"), and (d) shares of Common Stock which have been authorized and reserved for issuance
in connection with benefits which may hereafter be granted under the Fort Howard Corporation
1995 Stock Incentive Plan (the "1995 Plan"). Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares of Common Stock stated above, such additional
shares of Common Stock to be offered or issued to prevent dilution as a result of future
stock dividends or stock splits.
(2) Pursuant to Rule 457(h) under the Securities Act, offering prices are based on (a) the option
exercise price of $15.38 per share for 2,718,618 shares; (b) the option exercise price
of $18.46 per share for 1,021,540 shares; and (c) $14.88 per share for 59,842 shares
estimated solely for the purpose of calculating the amount of registration fee based on the
average of the high and low prices of the Common Stock as reported by Nasdaq on September
26, 1995, a date within five business days prior to the date of filing of this Registration
Statement.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- -----------------------
*The information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration
Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1995 and June 30, 1995.
3. The description of the Company's Common Stock in the Company's
Registration Statement on Form 8-A, filed with the Commission on March 8,
1995, including any amendment or report filed for the purpose of updating
such description.
All documents and other reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
- 2 -<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides, in summary, that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Any such indemnification may be made by the Company only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct. The Certificate of Incorporation
and By-laws of the Company provide for indemnification of its directors and
officers to the fullest extent permitted by Delaware law, as the same may be
amended from time to time.
In addition, the Company maintains directors' and officers' liability
insurance.
The Company has entered into indemnification agreements ("Agreement")
with certain of its directors and officers (the "Indemnitee"). Each Agreement
provides that the Company will hold harmless and indemnify the Indemnitee
against all liabilities and will advance all expenses (as defined) incurred by
reason of the fact that the Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or is or was serving at the
request of the Company or for its benefit as a director, officer, employee or
agent of another enterprise, but only if the Indemnitee acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.
The right of indemnification and to receive advancement of expenses
pursuant to each Agreement is not exclusive of any other rights to which the
Indemnitee may at any time be entitled to under applicable law, the Company's
Certificate of Incorporation or By-Laws, any agreement, a vote of
shareholders, a resolution of the Company's Board of Directors or otherwise.
Each Agreement further provides that, to the extent that the Company maintains
a policy or policies providing directors' and officers' liability insurance,
the Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available. The
Company is not liable to pay any amounts otherwise indemnifiable under an
Agreement to the extent that the Indemnitee has actually received payment
under any insurance policy, contract, agreement or otherwise; and, except as
provided in the Agreement, an Indemnitee is not entitled to indemnification or
advancement of expenses with respect to any proceeding or claim brought or
made by such Indemnitee against the Company.
- 3 -
Each Agreement terminates upon the later to occur of: (i) ten years after
the date that the Indemnitee ceases to serve as a director, officer, employee,
agent or fiduciary of the Company or of any other enterprise which the
Indemnitee served at the request or for the benefit of the Company and (ii)
the final termination of all pending proceedings in which the Indemnitee is
granted rights of indemnification under such Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31,
1994, File No. 20473.)
4.2 Amended and Restated By-laws of the Company.
(Incorporated by reference to Exhibit 3.2 as filed
with the Company's Form 10-K for the year ended
December 31, 1994, File No. 20473.)
4.3 Amended and Restated Management Equity Participation
Agreement dated as of August 8, 1988. (Incorporated by
reference to Exhibit No. 10.9 as filed with the
Company's Amendment No. 2 to Form S-1 on October 25,
1988, No. 33-23826).
4.3(a) Letter Agreement dated June 27, 1990, which modifies
Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.V
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
4.3(b) Letter Agreement dated July 31, 1990, among the Company
and the Principal Management Investors which amends
Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.W
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
4.3(c) Letter Agreement dated July 31, 1990, between the
Company and the Management Investor Committee which
amends Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.X as filed with the Company's Form 10-K for
the year ended December 31, 1990, File No. 1-6901.)
4.3(d) Letter Agreement dated February 7, 1991, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.GG as filed with the Company's Form 10-K for
the year ended December 31, 1990, File No. 1-6901.)
- 4-
4.3(e) Form of Letter Agreement dated February 7, 1991, among
the Company, the Management Investors Committee and
Management Investors which cancels certain stock
options, grants new stock options and amends the
Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.HH
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
*4.3(f) Letter Agreement dated December 28, 1993, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement.
4.3(g) Letter Agreement dated March 1, 1995, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.8(F) as filed with the Company's Form 10-K
for the year ended December 31, 1994, File No. 20473.)
4.4 Management Equity Plan. (Incorporated by reference to
Exhibit 10.H as filed with the Company's Form 10-K for
the year ended December 31, 1991, File No. 1-6901.)
4.4(a) Amendment dated December 28, 1993 to Management Equity
Plan. (Incorporated by reference to Exhibit 10.9(A) as
filed with the Company's Form 10-K for the year ended
December 31, 1993, File No. 1-6901.)
4.4(b) Amendment dated March 1, 1995 to the Management Equity
Plan. (Incorporated by reference to Exhibit 10.9(B) as
filed with the Company's Form 10-K for the year ended
December 31, 1994, File No. 1-6901.)
4.5 Form of Management Equity Plan Agreement.
(Incorporated by reference to Exhibit 10.I as filed
with the Company's Form 10-K for the year ended
December 31, 1991, File No. 1-6901.)
4.6 Agreement dated as of July 31, 1990, between the
Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.Y as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(a) Modification to Agreement dated December 11, 1990, to
Agreement dated as of July 31, 1990, between the
Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.Z as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(b) Letter Agreement dated February 7, 1991, between the
Company and its former Chief Executive Officer which
cancels stock options, grants new stock options and
- 5-
amends the Agreement dated as of July 31, 1990 among
the Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.II as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(c) Letter Agreement dated March 9, 1995, among the
Company, its former Chief Executive Officer, his spouse
and certain trustees, as permitted transferees.
(Incorporated by reference to Exhibit 10.11(C) as filed
with the Company's Form 10-K for the year ended
December 31, 1994, File No. 20473.)
4.7 1995 Stock Incentive Plan. (Incorporated by reference
to Exhibit No. 10.15 as filed with the Company's
Amendment No. 1 to Form S-1 on February 8, 1995,
No. 33-56573).
4.8 1995 Stock Plan for Non-Employee Directors.
(Incorporated by reference to Exhibit No. 10.16 as
filed with the Company's Amendment No. 1 to Form S-1 on
February 8, 1995, No. 33-56573).
*5 Opinion of Shearman & Sterling as to the validity of
the original issuance of the securities being
registered.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included as part of signature
page.
------------
*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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;
(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
- 6-
which was registered) and any deviation from the low or
high end 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 a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3 or Form S-8 and the information required to be
included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under 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 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement 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.
(c) 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 foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the 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
- 7-
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, State of Wisconsin on the
29th day of September, 1995.
FORT HOWARD CORPORATION
By /s/ Donald H. DeMeuse
---------------------
Donald H. DeMeuse
Chairman of the Board and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James W. Nellen II and Kathleen J. Hempel, either of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Donald H. DeMeuse Director, Chairman of the Board September 29, 1995
- ---------------------- of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
/s/ Kathleen J. Hempel Director, Vice Chairman September 29, 1995
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial officer)
- 8-
/s/ Michael T. Riordan Director, President and Chief September 29, 1995
- ---------------------- Operating Officer
Michael T. Riordan
/s/ Donald Patrick Brennan Director September 29, 1995
- ----------------------
Donald Patrick Brennan
/s/ Frank V. Sica Director September 29, 1995
- ----------------------
Frank V. Sica
/s/ Robert H. Niehaus Director September 29, 1995
- ----------------------
Robert H. Niehaus
/s/ David I. Margolis Director September 29, 1995
- ----------------------
David I. Margolis
/s/ Dudley J. Godfrey, Jr. Director September 26, 1995
- ----------------------
Dudley J. Godfrey, Jr.
/s/ James L. Burke Director September 16, 1995
- ----------------------
James L. Burke
/s/ Charles L. Szews Vice President and Controller September 29, 1995
- ---------------------- (principal accounting officer)
Charles L. Szews
- 9 -
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31,
1994, File No. 20473.)
4.2 Amended and Restated By-laws of the Company.
(Incorporated by reference to Exhibit 3.2 as filed
with the Company's Form 10-K for the year ended
December 31, 1994, File No. 20473.)
4.3 Amended and Restated Management Equity Participation
Agreement dated as of August 8, 1988. (Incorporated by
reference to Exhibit No. 10.9 as filed with the
Company's Amendment No. 2 to Form S-1 on October 25,
1988, No. 33-23826).
4.3(a) Letter Agreement dated June 27, 1990, which modifies
Amended and Restated Management Equity Participation
Agreement. Incorporated by reference to Exhibit 10.V
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
4.3(b) Letter Agreement dated July 31, 1990, among the Company
and the Principal Management Investors which amends
Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.W
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
4.3(c) Letter Agreement dated July 31, 1990, between the
Company and the Management Investor Committee which
amends Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.X as filed with the Company's Form 10-K for
the year ended December 31, 1990, File No. 1-6901.)
4.3(d) Letter Agreement dated February 7, 1991, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.GG as filed with the Company's Form 10-K for
the year ended December 31, 1990, File No. 1-6901.)
4.3(e) Form of Letter Agreement dated February 7, 1991, among
the Company, the Management Investors Committee and
Management Investors which cancels certain stock
options, grants new stock options and amends the
Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.HH
as filed with the Company's Form 10-K for the year
ended December 31, 1990, File No. 1-6901.)
*4.3(f) Letter Agreement dated December 28, 1993, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement.
4.3(g) Letter Agreement dated March 1, 1995, between the
Company and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 10.8(F) as filed with the Company's Form 10-K
for the year ended December 31, 1994, File No. 20473.)
4.4 Management Equity Plan. (Incorporated by reference to
Exhibit 10.H as filed with the Company's Form 10-K for
the year ended December 31, 1991, File No. 1-6901.)
4.4(a) Amendment dated December 28, 1993 to Management Equity
Plan. (Incorporated by reference to Exhibit 10.9(A) as
filed with the Company's Form 10-K for the year ended
December 31, 1993, File No. 1-6901.)
4.4(b) Amendment dated March 1, 1995 to the Management Equity
Plan. (Incorporated by reference to Exhibit 10.9(B) as
filed with the Company's Form 10-K for the year ended
December 31, 1994, File No. 1-6901.)
4.5 Form of Management Equity Plan Agreement.
(Incorporated by reference to Exhibit 10.I as filed
with the Company's Form 10-K for the year ended
December 31, 1991, File No. 1-6901.)
4.6 Agreement dated as of July 31, 1990, between the
Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.Y as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(a) Modification to Agreement dated December 11, 1990, to
Agreement dated as of July 31, 1990, between the
Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.Z as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(b) Letter Agreement dated February 7, 1991, between the
Company and its former Chief Executive Officer which
cancels stock options, grants new stock options and
amends the Agreement dated as of July 31, 1990 among
the Company and its former Chief Executive Officer.
(Incorporated by reference to Exhibit 10.II as filed
with the Company's Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.6(c) Letter Agreement dated March 9, 1995, among the
Company, its former Chief Executive Officer, his spouse
and certain trustees, as permitted transferees.
(Incorporated by reference to Exhibit 10.11(C) as filed
with the Company's Form 10-K for the year ended
December 31, 1994, File No. 20473.)
- 2 -
4.7 1995 Stock Incentive Plan. (Incorporated by reference
to Exhibit No. 10.15 as filed with the Company's
Amendment No. 1 to Form S-1 on February 8, 1995,
No. 33-56573).
4.8 1995 Stock Plan for Non-Employee Directors.
(Incorporated by reference to Exhibit No. 10.16 as
filed with the Company's Amendment No. 1 to Form S-1 on
February 8, 1995, No. 33-56573).
*5 Opinion of Shearman & Sterling as to the validity of
the original issuance of the securities being
registered.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included as part of signature
page).
-----------------------
*Filed herewith
- 3 -
EXHIBIT 4.3(f)
--------------
December 28, 1993
Fort Howard Corporation
Management Equity Plan
-----------------------
The Management Investors Committee of the Fort Howard Corporation
Management Equity Plan (the "Plan") hereby amends, effective as of
December 28, 1993, the provisions of the Plan as follows:
1. Section 1.2 is amended by deleting the definition of
"Retirement" and by substituting the following therefor:
""Retirement" means, with respect to any Management
Investor, such Management Investor's retirement from
employment with the Company (or any of its subsidiaries) at
an age of not less than 55 years."
2. Section 8.1(b) is amended by deleting the last sentence
thereof and by substituting the following therefor:
"As used herein, "Management Investors Committee" means the
Chief Executive Officer and the Vice Chairman/Chief
Financial Officer of the Company."
/s/ Donald H. Demeuse
------------------------------
Donald H. DeMeuse
/s/ Kathleen J. Hempel
------------------------------
Kathleen J. Hempel
Agreed:
FORT HOWARD CORPORATION
By: /s/ James W. Nellen II
------------------------------
Name: James W. Nellen II
Title: Vice President
EXHIBIT 5
---------
SHEARMAN & STERLING
FAX: 212-048-7170 599 LEXINGTON AVENUE ABU DHABI
212-848-7181 NEW YORK, N.Y. 10022-6069 BEIJING
TELEX: 667290 WU1 212 848-4000 BUDAPEST
DUSSELDORF
FRANKFURT
HONG KONG
WRITER'S DIRECT NUMBER: LONDON
LOS ANGELES
NEW YORK
September 28, 1995 PARIS
SAN FRANCISCO
TAIPEI
TOKYO
TORONTO
WASHINGTON, D.C.
Fort Howard Corporation
1919 South Broadway
Green Bay, WI 54304
Ladies and Gentlemen:
We have acted as counsel for Fort Howard Corporation, a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") covering the registration under the Securities
Act of 1933, as amended (the "Act"), of 3,800,000 shares (the "Shares") of the
Company's common stock, par value of $.01 per share ("Common Stock"). The
Shares are to be issued by the Company (a) upon the exercise of options to
purchase Common Stock ("Options") which have been granted under the
Fort Howard Corporation Amended and Restated Management Equity Participation
Agreement dated as of August 8, 1988, as amended from time to time (the
"MEPA"), (b) upon the exercise of Options which have been granted under the
Fort Howard Corporation Management Equity Plan, as amended from time to time
(the "MEP"), (c) under the Fort Howard Corporation 1995 Stock Plan for
Non-Employee Directors (the "1995 Directors Plan"), and (d) under the
Fort Howard Corporation 1995 Stock Incentive Plan (the "1995 Plan"). The
MEPA, the MEP, the 1995 Directors Plan and the 1995 Plan are collectively
referred to as the "Plans."
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we have deemed necessary as a basis for the opinion hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents presented to us as originals and
the conformity to the originals of all documents presented to us as copies.
In rendering our opinion, we have relied as to factual matters upon
certificates of officers of the Company and certificates of public officials.
We have further assumed that all Options granted pursuant to the MEPA and the
MEP have been, and all Shares to be granted pursuant to the 1995 Directors
Plan and all Shares and Options to be granted pursuant to the 1995 Plan will
be, validly granted in accordance with the terms of the respective Plans and
that all Shares to be issued upon the exercise of such Options will be issued
in accordance with the terms of such Options and the respective Plans.
Fort Howard Corporation 2 September 28, 1995
Our opinion expressed herein is limited to the Federal law of the
United States, the law of the State of New York and the General Corporation
Law of the State of Delaware.
Based on the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that, when issued
and delivered in accordance with the terms of such Options and the respective
Plans, and as described in the Section 10(a) Prospectus relating to
Registration Statement, the Shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" contained in the Section 10(a) Prospectus. In giving this consent,
we do not thereby concede that we come within the category of persons whose
consent is required by the Act or the General Rules and Regulations
promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling
Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 31,
1995, included in Fort Howard Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
September 28, 1995.
