As filed with the Securities and Exchange Commission on March 26, 1996
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FORT HOWARD CORPORATION
<TABLE>
(Exact name of registrant as specified in its charter)
<S> <C> <C>
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
PROFIT SHARING RETIREMENT PLAN
HARMON ASSOC., CORP.
PROFIT SHARING PLAN
(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>
===============================================================================
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Number of Shares Offering Price Aggregrate Registration
Registered to be Registered(1) Per Share(2) Offering Price(2)(3) Fee(3)
- -------------------------------------------------------------------------------------------------
Common Stock par value $.01
per Share................. 1,500,000 Shares $24.38 $28,037,000 $9,667.93
Plan Interests (4) (4) (4) (4)
=================================================================================================
</TABLE>
<TABLE>
<S> <C>
(1) 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, the proposed maximum offering price per
share is based on $24.38 estimated, solely for the purpose of calculating the amount of
registration fee, and is based on the average of the high and low prices of the Common Stock
as reported by Nasdaq on March 25, 1996, a date within five business days prior to the date
of filing of this Registration Statement.
(3) Calculation of the Registration Fee excludes 350,000 Shares of Common Stock which have
already been registered on the Registrant's Registration Statement on Form S-8 (File
No. 333-00019).
(4) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. These securities have no offering price and
therefore, pursuant to Rule 457(h)(2) no separate registration fee is required.
</TABLE>
EXPLANATORY NOTE
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 333-00019), as amended by Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 2 thereto, are hereby incorporated by reference.
ITEM 8. EXHIBITS.
Exhibit No. Description
*4.1 Fort Howard Corporation Profit Sharing Retirement Plan,
(As Amended and Restated as of January 1, 1985)
conformed through the Ninth Amendment.
*4.2 Fort Howard Plan Amendment No. 10 dated September 21,
1995.
*4.3 Fort Howard Plan Amendment No. 11 dated December 22,
1995.
*4.4 Fort Howard Plan Amendment No. 12 dated March 20, 1996.
*4.5 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
*4.6 Summary Plan Description.
*4.7 Harmon Assoc., Corp. Profit Sharing Plan (As Amended
and Restated effective January 1, 1995).
*4.8 Harmon Plan Amendment No. 1 dated March 20, 1996.
+5 Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the securities
registered hereby.
+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).
The undersigned Registrant has submitted the Plans and
any amendments thereto to the Internal Revenue Service
in a timely manner and will make all changes required
by the IRS in order to maintain qualification of the
Plan.
------------
+ Filed herewith
* Previously filed, as an exhibit to Registrant's Registration
Statement on Form S-8 (File No. 333-00019).
- 2 -
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
25th day of March, 1996.
FORT HOWARD CORPORATION
By
/S/James W. Nellen II
James W. Nellen II
Vice President and Secretary
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
--------- ----- ----
Director, Chairman of the Board March 26, 1996
/S/Donald H. DeMeuse of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
Director, Vice Chairman March 26, 1996
/S/Kathleen J. Hempel and Chief Financial Officer
Kathleen J. Hempel (principal financial and accounting
officer)
Director, President and Chief March 26, 1996
/S/ Michael T. Riordan Operating Officer
Michael T. Riordan
Director March 26, 1996
/S/Donald Patrick Brennan
Donald Patrick Brennan
- 3 -
Director March 26, 1996
/S/Frank V. Sica
Frank V. Sica
Director March 26, 1996
/S/Robert H. Niehaus
Robert H. Niehaus
Director March 26, 1996
/S/David I. Margolis
David I. Margolis
Director March 26, 1996
/S/Dudley J. Godfrey, Jr.
Dudley J. Godfrey, Jr.
Director March 26, 1996
/S/James L. Burke
James L. Burke
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have 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 25th day of
March, 1996.
FORT HOWARD CORPORATION PROFIT
SHARING RETIREMENT PLAN
Investment Advisory Board
/S/James W. Nellen II
By: James W. Nellen II
Member
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have 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 25th day of
March, 1996.
HARMON ASSOC. CORP.
PROFIT SHARING PLAN
Investment Advisory Board
/S/James W. Nellen II
By: James W. Nellen II
Member
- 4 -
INDEX TO EXHIBITS
Exhibit No. Description
*4.1 Fort Howard Corporation Profit Sharing Retirement Plan,
(As Amended and Restated as of January 1, 1985)
conformed through the Ninth Amendment.
*4.2 Fort Howard Plan Amendment No. 10 dated September 21,
1995.
*4.3 Fort Howard Plan Amendment No. 11 dated December 22,
1995.
*4.4 Fort Howard Plan Amendment No. 12 dated March 20, 1996.
*4.5 Fort Howard Profit Sharing Retirement Master Trust
effective January 1, 1996.
*4.6 Summary Plan Description.
*4.7 Harmon Assoc., Corp. Profit Sharing Plan (As Amended
and Restated effective January 1, 1995).
*4.8 Harmon Plan Amendment No. 1 dated March 20, 1996.
+5 Opinion of Shearman & Sterling, counsel to the
Registrant as to the legality of the securities
registered hereby.
+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
* Previously filed as an exhibit to Registrant's Registration
Statement on Form S-8 (File No. 333-00019).
EXHIBIT 5
---------
SHEARMAN & STERLING
FAX: 212-848-7179 599 LEXINGTON AVENUE ABU DHABI
212-848-7181 NEW YORK, N.Y. 10022-6069 BEIJING
TELEX: 667290 WUI 212 848-4000 BUDAPEST
DUSSELDORF
FRANKFURT
HONG KONG
WRITER'S DIRECT NUMBER: LONDON
LOS ANGELES
MARCH 26, 1996 NEW YORK
PARIS
SAN FRANCISCO
SINGAPORE
TOKYO
TORONTO
WASHINGTON, D.C.
Fort Howard Corporation
1919 South Broadway
P. O. Box 19130
Green Bay, WI 54307
Ladies and Gentlemen:
We have acted as counsel for Fort Howard Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 1,500,000 shares (the
"Shares") of common stock, par value $.01 per share, of the Company (the
"Common Stock"), to be issued from time to time pursuant to the Company's
Profit Sharing Retirement Plan and the Harmon Assoc., Corp. Profit Sharing
Plan (each, a "Plan").
In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
- 1 -
Based upon the foregoing and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been
duly authorized by the Company and, when (a) issued and delivered by the
Company in accordance with the terms of the Plan and (b) paid for in full in
accordance with the terms of the Plan, the Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/SHEARMAN & STERLING
Exhibit 23.1
------------
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 30,
1996, included in Fort Howard Corporation's Form 10-K for the year ended
December 31, 1995, and our report dated May 11, 1995, included in Fort Howard
Corporation's Form 11-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,
March 21, 1996.
