As filed with the Securities and Exchange Commission on March 26, 1996
Registration No. 333-00019
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Post-Effective Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
FORT HOWARD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2676 39-1090992
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
--------------------
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)
--------------------
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") hereby amends the
Registrant's Registration Statement on Form S-8, as previously amended by
Post-Effective Amendment No. 1 (File No. 333-00019) (the "Registration
Statement"), solely for the purpose of including an amendment to each of the
Fort Howard Corporation Profit Sharing Retirement Plan ("Fort Howard Plan")
and the Harmon Assoc., Corp. Profit Sharing Plan ("Harmon Plan," and
collectively with the Fort Howard Plan, the "Plans") which permits Fort Howard
Corporation to sell newly issued shares of its common stock, par value $.01
per share, in connection with such Plans. The contents of the Registration
Statement are incorporated by reference in their entirety.
ITEM 8. EXHIBITS.
Exhibit No. Description
*4.1 Fort Howard 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 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.
- 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 Post-
Effective Amendment No. 2 to 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
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to 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
- ---------------------- of Directors and Chief Executive
Donald H. DeMeuse Officer (principal executive officer)
* Director, Vice Chairman March 26, 1996
- ---------------------- and Chief Financial Officer
Kathleen J. Hempel (principal financial and accounting
officer)
* Director, President and Chief March 26, 1996
- ---------------------- Operating Officer
Michael T. Riordan
* Director March 26, 1996
- ----------------------
Donald Patrick Brennan
* Director March 26, 1996
- ----------------------
Frank V. Sica
* Director March 26, 1996
- ----------------------
Robert H. Niehaus
* Director March 26, 1996
- ----------------------
David I. Margolis
* Director March 26, 1996
- ----------------------
Dudley J. Godfrey, Jr.
- 3 -
* Director March 26, 1996
- ----------------------
James L. Burke
*By: March 26, 1996
/S/JAMES W. NELLEN II
James W. Nellen II
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Post-
Effective Amendment No. 2 to 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 Post-
Effective Amendment No. 2 to 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 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 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.
- 5 -
Exhibit 4.4
- -----------
AMENDMENT NO. 12
TO THE FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
------------------------------
WHEREAS, Section 10.09 of the Fort Howard Corporation Profit Sharing
Retirement Plan, as amended and restated effective as of January 1, 1985 (the
"Plan"), provides that the Plan may be amended by the Fort Howard Corporation
Profit Sharing Retirement Plan Investment Advisory Board (the "Board") in
accordance with the terms of such Section; and
WHEREAS, the Board desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of April 1,
1996, as follows:
1. Section 1.01 of the Plan is hereby amended to provide as follows:
1.01 "ACCOUNTING DATE" means any ANNUAL ACCOUNTING DATE and any
other date designated as such by the INVESTMENT ADVISORY
BOARD. It is anticipated that PARTICIPANTS' ACCOUNTS shall
be valued every business day or as frequently as permitted
under the applicable investment vehicle.
2. Section 1.10 of the Plan is hereby amended by deleting the last
sentence of that Section and by replacing it with the following:
Such COMPANY CONTRIBUTIONS may, in the discretion of the
COMPANY, be made in cash or in COMPANY SHARES valued at
their fair market value as of the end of the month coincident
with or immediately preceding the date upon which such
COMPANY CONTRIBUTIONS are payable to the TRUST.
3. Article 1 of the Plan is hereby amended by adding the following new
Sections 1.11A and 1.11B immediately following Section 1.11
thereof:
1.11A "COMMON STOCK FUND" means one of the investment funds
established by the INVESTMENT ADVISORY BOARD pursuant to
Section 7.05 (Investment of Contributions), which
investment fund shall be invested primarily in COMPANY
SHARES.
1.11B "COMPANY SHARES" means shares of common stock of the
COMPANY.
4. Sections 1.15, 1.16, 1.24, 1.27, and 1.31 of the Plan are hereby
amended by deleting said Sections in their entirety, except for
the purpose of numbering Sections.
- 1 -
5. Section 4.01 of the Plan is hereby amended by deleting the first
three sentences of that Section and by replacing them with the
following:
Each PARTICIPANT who is an EMPLOYEE may elect, in accordance
with such procedures as the INVESTMENT ADVISORY BOARD shall
determine, to have the COMPANY make DEFERRED WAGE
CONTRIBUTIONS on his behalf, which shall be not less than One
percent (1%) nor more than Ten percent (10%) of his ANNUAL
BASE PAY, and which shall be subtracted from such
PARTICIPANT'S current compensation from the COMPANY and
contributed to the TRUSTEE on his behalf. Any PARTICIPANT
who is absent because of DISABILITY, is on LEAVE OF ABSENCE,
LAYOFF, or MILITARY LEAVE or whose employment terminates and
is subsequently reinstated, may make an election under this
Section in accordance with such procedures as the INVESTMENT
ADVISORY BOARD shall determine. Any other EMPLOYEE may make
such election in accordance with such procedures as the
INVESTMENT ADVISORY BOARD shall determine.
6. Sections 4.05 and 4.06 of the Plan are hereby amended to provide
as follows:
4.05 CHANGE IN DEFERRED WAGE CONTRIBUTION RATE
A PARTICIPANT who is an EMPLOYEE may, in accordance with
such procedures as the INVESTMENT ADVISORY BOARD shall
determine:
(a) make an initial election to have DEFERRED WAGE
CONTRIBUTIONS made on his behalf;
(b) elect to change the amount of his DEFERRED WAGE
CONTRIBUTIONS within the limits specified in Sections
4.01 (Amount of Deferred Wage Contributions) and 4.02
(Adjustment of Deferred Wage Contributions);
(c) elect to stop DEFERRED WAGE CONTRIBUTIONS; or
(d) having stopped DEFERRED WAGE CONTRIBUTIONS in
accordance with this Section 4.05, again elect to have
such contributions made on his behalf within the
election percentage limitations specified in the
above-mentioned Section 4.01 and the general
limitations of the above-mentioned Section 4.02.
A PARTICIPANT who is making DEFERRED WAGE CONTRIBUTIONS
immediately prior to April 1, 1996 may elect to change the
amount of his DEFERRED WAGE CONTRIBUTIONS under paragraph
(b) above effective as of April 1, 1996. Thereafter, any of
the above specified elections may be made each PLAN YEAR
- 2 -
only during the month of December and shall be effective
beginning with the first pay period following the next
January 1.
4.06 ALLOCATION OF EARNINGS TO DISTRIBUTIONS OF EXCESS
DEFERRALS, EXCESS DEFERRED WAGE CONTRIBUTIONS AND EXCESS
AGGREGATE CONTRIBUTIONS
The earnings allocable to distributions of excess
deferrals, excess deferred wage contributions and excess
aggregate contributions required under Sections 4.01,
4.02 and 6.05 shall be determined by multiplying the
earnings attributable to the PARTICIPANT'S DEFERRED WAGE
CONTRIBUTIONS or to the COMPANY CONTRIBUTIONS allocated
under Section 7.03(a) of the PLAN, as the case may be, for
the PLAN YEAR (and for that portion of the subsequent PLAN
YEAR that precedes the date of distribution), by a
fraction, the numerator of which is the applicable excess
amount, and the denominator of which is the balance in the
PARTICIPANT'S applicable ACCOUNT or ACCOUNTS on the
distribution date reduced by gains (or increased by
losses) attributable to such ACCOUNT or ACCOUNTS since the
beginning of the PLAN YEAR in which the applicable excess
amount occurred.
7. Section 7.02 of the Plan is hereby amended to provide as
follows:
7.02 VALUATION OF ACCOUNTS
PARTICIPANTS' ACCOUNTS invested in the various investment
funds will be maintained on the basis of dollar values or
units that may be converted to dollar values or COMPANY
SHARES. Pursuant to rules established by the INVESTMENT
ADVISORY BOARD and applied on a uniform and
nondiscriminatory basis, PARTICIPANTS' ACCOUNTS will be
valued on each ACCOUNTING DATE to reflect the fair
market value (as determined by the TRUSTEE) of the various
investment funds as of such date, including adjustments
to reflect any distributions (including withdrawals),
contributions, rollovers, transfers between investment
funds, income, losses, appreciation, or depreciation with
respect to such ACCOUNTS since the previous ACCOUNTING
DATE.
8. Section 7.03 of the Plan is hereby amended by deleting that
portion of that Section that precedes subparagraph (a) thereof
and by replacing it with the following:
7.03 ALLOCATION OF COMPANY CONTRIBUTIONS AND FORFEITURES
Subject to the limitations of Section 7.04 (Limitations on
Additions to Participants' Accounts), as soon as
administratively feasible after each ANNUAL ACCOUNTING DATE,
- 3 -
the COMPANY CONTRIBUTION for the year ending on such date
shall be allocated and credited to the COMPANY CONTRIBUTION
ACCOUNTS of PARTICIPANTS employed by the COMPANY during such
year as follows:
9. Section 7.03 of the Plan is further amended by deleting the last
paragraph of that Section and by replacing it with the following:
All FORFEITURES of prior PARTICIPANTS which have not been
recredited in accordance with either Section 8.06
(Reemployment After Resignation/Dismissal and Incurring a
Break in Service), or Section 8.08 (Determination of Account
of Reemployed Participant Who Has Not Incurred a Break in
Service), including the INVESTMENT EARNINGS thereon, shall be
allocated and credited to the COMPANY CONTRIBUTION ACCOUNTS
of PARTICIPANTS who were employed by the COMPANY during such
year according to the formula set forth in this Section 7.03
for the allocation of COMPANY CONTRIBUTIONS.
10. Section 7.04 of the Plan is hereby amended by deleting the phrase
"in any calendar year" that appears in the first sentence of that
Section and by replacing it with the phrase "for any calendar
year".
11. Section 7.05 of the Plan is hereby amended to provide as follows:
7.05 INVESTMENT OF CONTRIBUTIONS
Contributions made to the PLAN by or on behalf of a
PARTICIPANT shall be invested in such investment fund or
funds, or any of them, and in such amounts as determined by
the INVESTMENT ADVISORY BOARD in its sole discretion,
including the COMMON STOCK FUND. PARTICIPANTS shall direct
the manner in which their ACCOUNT balances are to be invested
in accordance with such uniform and nondiscriminatory rules
and procedures as the INVESTMENT ADVISORY BOARD may adopt,
including but not limited to the following:
(a) Subject to paragraph (c) below, a PARTICIPANT may
elect, not more often than once every Ninety (90) days,
to change his investment election with respect to
future contributions made by him or on his behalf.
(b) Subject to paragraph (c) below, a PARTICIPANT may
elect, not more often than once every Ninety (90) days,
to reallocate his existing ACCOUNTS among the available
investment funds.
(c) In no event may a PARTICIPANT elect that more than
Fifty (50) percent of future contributions made by him
- 4 -
or on his behalf be invested in the COMMON STOCK FUND;
nor may a PARTICIPANT elect to reallocate his existing
ACCOUNTS so that more than Ten (10) percent of his
existing ACCOUNTS is invested in the COMMON STOCK FUND.
12. Section 8.02 of the Plan is hereby amended by deleting the last
paragraph of that Section and by replacing it with the following:
The amount of such PARTICIPANT'S COMPANY CONTRIBUTION
ACCOUNT, DEFERRED WAGE ACCOUNT and PRIOR PARTICIPANT ACCOUNT
shall be distributed in accordance with Section 9.01 (Manner
of Distribution).
13. Section 8.03 of the Plan is hereby amended by deleting the last
paragraph of that Section and by replacing it with the following:
The amount of such vested ACCOUNTS shall be distributed in
accordance with Section 9.01 (Manner of Distribution).
14. Section 8.06(a) of the Plan is hereby amended by deleting the
second sentence of that Section and by replacing it with the
following:
Such amount shall be subtracted from the balance of
FORFEITURES in the PLAN as soon as administratively feasible
after such PARTICIPANT'S reemployment and credited to his
COMPANY CONTRIBUTION ACCOUNT.
15. Section 8.06(b) of the Plan is hereby amended by deleting the last
sentence of that Section and by replacing it with the following:
Amounts so restored shall be subtracted from the balance of
FORFEITURES in the PLAN as soon as administratively feasible
following the repayment.
16. Section 8.10 of the Plan is hereby amended to provide as follows:
8.10 STATEMENT OF ACCOUNT
As soon as practicable after the end of each calendar
quarter, each PARTICIPANT shall be furnished with a statement
reflecting the condition of his ACCOUNTS as of such date.
17. Section 9.01 of the Plan is hereby amended to provide as follows:
9.01 MANNER OF DISTRIBUTION
Subject to the conditions set forth below and the provisions
of Section 9.02 (Inservice Withdrawals), as soon as
administratively feasible after a PARTICIPANT'S VESTING
VALUATION DATE, any amounts to which he is entitled hereunder
- 5 -
shall be distributed to him, or to his BENEFICIARY if he is
deceased. Distribution can be made in either of the
following ways, as the PARTICIPANT determines:
(a) In a lump sum representing the full amount distributable
at the time of such distribution; or
(b) In a series of installments, annually or more
frequently, over a period not to exceed the life
expectancy of the PARTICIPANT or the life expectancy of
the PARTICIPANT and his designated BENEFICIARY,
determined as of the date payments are to begin;
provided that, if such BENEFICIARY is not the
PARTICIPANT'S spouse and is more than 10 years younger
than the PARTICIPANT, the installments shall be paid
over a period not exceeding the joint life expectancy of
the PARTICIPANT and a BENEFICIARY 10 years younger than
the PARTICIPANT.
The life expectancy of a PARTICIPANT, his spouse or his
designated BENEFICIARY shall be determined by use of the
expected return multiples contained in the regulations under
Section 72 of the CODE. If a PARTICIPANT so elects, the life
expectancy of the PARTICIPANT and his spouse shall be
recalculated annually. In the absence of such an election,
life expectancies shall not be recalculated.
Pursuant to such uniform and nondiscriminatory rules and
procedures as the INVESTMENT ADVISORY BOARD may adopt, a
PARTICIPANT who has elected installment payments may modify
the installment period or the frequency of payments, provided
that all installment distributions under the PLAN must comply
with the requirements of Section 401(a)(9) of the CODE.
Payments shall commence as promptly as is reasonably
convenient after a PARTICIPANT'S VESTING VALUATION DATE, and,
unless the PARTICIPANT otherwise requests, in no event later
than the Sixtieth (60th) day after the close of the calendar
year in which the VESTING VALUATION DATE occurs; provided,
however, that if the amount distributable cannot be
ascertained, payment may be made no later than Sixty (60)
days after the earliest date on which the amount
distributable to the PARTICIPANT can be ascertained.
If the PARTICIPANT elects to defer payment of his ACCOUNTS
under the next preceding paragraph, or if the PARTICIPANT
elects to receive payment in the form of installments, the
PARTICIPANT'S ACCOUNTS will continue to be held and adjusted
in accordance with the provisions of Section 7.02 (Adjustment
of Accounts) until complete distribution thereof has been
made. In the event that an installment form of distribution
- 6 -
is effective, payments will be made, to the extent
practicable, pro rata from the various investment funds in
which the PARTICIPANT'S ACCOUNT is invested.
If a PARTICIPANT dies after his required commencement date
(as defined in Section 9.08), the remaining portion of his
benefits must be distributed over a period not exceeding the
period over which payments were being made to the
PARTICIPANT. If a PARTICIPANT dies before his required
commencement date, his benefits must be distributed over a
period not exceeding the greatest of: (i) five years from
the death of the PARTICIPANT; (ii) in the case of payments to
a designated BENEFICIARY other than the PARTICIPANT'S spouse,
the life expectancy of such BENEFICIARY, provided payments
begin within one year of the PARTICIPANT'S death; or (iii) in
the case of payments to the PARTICIPANT'S spouse, the life
expectancy of such spouse, provided payments begin by the
date the PARTICIPANT would have attained age 70-1/2. A
PARTICIPANT may select, in accordance with such rules as the
INVESTMENT ADVISORY BOARD may establish, the method of
distributing his benefits to him; a PARTICIPANT, if he so
desires, may direct how his benefits are to be paid to his
BENEFICIARY; and the INVESTMENT ADVISORY BOARD shall select
the method of distributing the PARTICIPANT'S benefits to his
BENEFICIARY if the PARTICIPANT has not made an election in
accordance with such rules as the INVESTMENT ADVISORY BOARD
may establish. All distributions under the PLAN shall comply
with the requirements of Section 401(a)(9) of the CODE and
the regulations thereunder. If a PARTICIPANT'S vested
ACCOUNT balances exceed $3,500, distributions may not be made
to the PARTICIPANT before age 65 without his consent. All
distributions shall be paid in cash, except as provided in
Section 9.06 (Distribution in Company Shares).
18. Section 9.02 of the Plan is hereby amended by deleting the first
four block paragraphs of Paragraph A of that Section and by
replacing them with the following:
The PARTICIPANT may make inservice withdrawals from his
PRIOR PARTICIPANT ACCOUNT from time to time only in
such amounts as, in the INVESTMENT ADVISORY BOARD'S
opinion, shall be reasonably necessary in accordance
with such procedures as the INVESTMENT ADVISORY BOARD
shall determine, but in no event shall the cumulative
amount of all such inservice withdrawals made by a
PARTICIPANT exceed the lesser of (a) the amount of his
total PRIOR PARTICIPANT CONTRIBUTIONS thereto, or (b)
the balance of his PRIOR PARTICIPANT ACCOUNT
immediately preceding the date of such inservice
withdrawal.
- 7 -
Payments of amounts withdrawn by a PARTICIPANT shall be
made pro rata from the investment funds in which the
PARTICIPANT'S ACCOUNT is invested.
For purposes of this section, withdrawals shall be
limited to the following purposes:
I) Medical expenses of the PARTICIPANT, his spouse,
or his children or dependents;
II) Payment on an existing real estate mortgage on
the PARTICIPANT'S principal residence;
III) Repairs on the PARTICIPANT'S residence;
IV) Post high school educational expenses of the
PARTICIPANT, his spouse, or his children or
dependents;
V) Purchase of a new principal residence by the
PARTICIPANT; or
VI) Funeral expenses of the PARTICIPANT'S spouse,
parents, children, or dependents.
The PLAN requires minimum withdrawal amounts for each
category. A minimum withdrawal of Five Hundred and 00/100
Dollars ($500.00) is required for medical, educational and
funeral expenses. A minimum withdrawal of One Thousand
and 00/100 Dollars ($1,000.00) is required for payment of
real estate mortgages, repairs to a residence, or the
purchase price of a new residence; however, the minimum
withdrawal provision is waived for a PARTICIPANT who seeks a
hardship withdrawal to purchase his first residence.
19. Section 9.02 of the Plan is further amended by adding the
following new subparagraph to Paragraph A of that Section,
immediately following subparagraph 9.02A(5)(b):
6) Funeral Expenses--Attach a copy of bill or
estimated bill setting forth funeral expenses.
20. Section 9.02 of the Plan is further amended by deleting the first
sentence of Paragraph B of that Section and by replacing it with
the following:
The PARTICIPANT may make inservice hardship withdrawals from
his DEFERRED WAGE ACCOUNT from time to time only in such
amounts as, in the INVESTMENT ADVISORY BOARD'S opinion, shall
be reasonably necessary in accordance with such procedures as
the INVESTMENT ADVISORY BOARD shall determine, but in no
event shall the cumulative amount of such inservice hardship
- 8 -
withdrawals made by a PARTICIPANT exceed the lesser of (a)
the amount of his total DEFERRED WAGE ACCOUNT CONTRIBUTIONS
thereto or (b) the balance of his DEFERRED WAGE ACCOUNT
immediately preceding the date of such inservice hardship
withdrawal.
21. Section 9.02 of the Plan is further amended by deleting the last
sentence of that Section and by replacing it with the following:
Payments of amounts withdrawn by a PARTICIPANT shall be made
pro rata from the investment funds in which the PARTICIPANT'S
ACCOUNT is invested.
22. Section 9.03 of the Plan is hereby amended by deleting the first
sentence of that Section and by replacing it with the following:
An amount withdrawn by a PARTICIPANT may be partially or
entirely restored to his PRIOR PARTICIPANT ACCOUNT at any
time.
23. Section 9.05 of the Plan is hereby amended by deleting the phrase
"in writing" from the first sentence of that Section.
24. Section 9.06 of the Plan is hereby amended to provide as follows:
9.06 DISTRIBUTION IN COMPANY SHARES
A PARTICIPANT who is entitled to receive a distribution
under Section 9.01 (Manner of Distribution) may decide, in
accordance with such rules as the INVESTMENT ADVISORY
BOARD may establish, to receive that portion of his
ACCOUNTS that is invested in the COMMON STOCK FUND in an
equivalent number of COMPANY SHARES as determined by the
TRUSTEE. Such COMPANY SHARES shall be valued at their
then fair market value as determined by the TRUSTEE.
Withdrawals under Section 9.02 (Inservice Withdrawals)
shall be paid in cash.
25. Section 10.13 of the Plan is hereby amended to provide as follows:
10.13 STOCK RIGHTS OF PARTICIPANTS
(a) Voting Rights. Each PARTICIPANT (or, in the event
of his death, his BENEFICIARY) shall have the right
to direct the TRUSTEE as to the manner in which his
proportionate share of COMPANY SHARES held in the
COMMON STOCK FUND are to be voted on each matter
brought before an annual or special stockholders'
meeting of the COMPANY. Before each such meeting of
stockholders, the INVESTMENT ADVISORY BOARD shall
cause to be furnished to each PARTICIPANT (or
- 9 -
BENEFICIARY) a copy of the proxy solicitation
material, together with a form requesting
confidential directions on how such PARTICIPANT'S
proportionate share of COMPANY SHARES held in the
COMMON STOCK FUND shall be voted on each such
matter. Upon timely receipt of such directions, the
TRUSTEE shall on each such matter vote as directed a
number of shares (including fractional shares) of
COMPANY SHARES representing the PARTICIPANT'S
proportionate interest in COMPANY SHARES held in the
COMMON STOCK FUND. The instructions received by the
TRUSTEE from PARTICIPANTS shall be held by the
TRUSTEE in confidence and shall not be divulged or
released to any person, including officers or
employees of the COMPANY or any RELATED CORPORATION.
The TRUSTEE shall vote COMPANY SHARES with respect
to which it has not received direction in the same
proportion as COMPANY SHARES with respect to which
it has received PARTICIPANTS' (or BENEFICIARIES')
directions.
(b) Rights on Tender or Exchange Offer. Each
PARTICIPANT (or, in the event of his death, his
BENEFICIARY) for purposes of this Section 10.13(b)
is hereby designated a "named fiduciary" within the
meaning of Section 403(a)(1) of ERISA and shall have
the right, to the extent of his proportionate
interest in COMPANY SHARES held in the COMMON STOCK
FUND, to direct the TRUSTEE in writing as to the
manner in which to respond to a tender or exchange
offer with respect to COMPANY SHARES. The INVESTMENT
ADVISORY BOARD shall use its best efforts to timely
distribute or cause to be distributed to each
PARTICIPANT (or BENEFICIARY) such information as
will be distributed to stockholders of the COMPANY
in connection with any such tender or exchange
offer. Upon timely receipt of such instructions,
the TRUSTEE shall respond as instructed with respect
to a number of COMPANY SHARES representing such
PARTICIPANT'S proportionate interest in COMPANY
SHARES held in the COMMON STOCK FUND. The
instructions received by the TRUSTEE from
PARTICIPANTS shall be held by the TRUSTEE in
confidence and shall not be divulged or released to
any person, including officers or employees of the
COMPANY or any RELATED CORPORATION. If the TRUSTEE
shall not receive timely instruction from a
PARTICIPANT (or BENEFICIARY) as to the manner in
which to respond to such a tender or exchange offer,
the TRUSTEE shall not tender or exchange any COMPANY
SHARES with respect to which such PARTICIPANT has
the right of direction.
- 10 -
(c) Appointment of Fiduciary. The INVESTMENT ADVISORY
BOARD shall be designated, under Section 404(c) of
ERISA, as the fiduciary responsible for ensuring
that (i) the procedures adopted by the COMPANY with
respect to the exercise of the foregoing voting and
tender rights are sufficient to safeguard the
confidentiality of information related to such
exercise; (ii) such procedures are being followed by
the COMPANY; and (iii) an independent fiduciary is
appointed whenever the INVESTMENT ADVISORY BOARD
deems it appropriate for the proper exercise of the
foregoing voting and tender rights.
26. Section 11.03(e) of the Plan is hereby amended by deleting the
parenthetical phrase "(including the INCREMENT)" that appears in
that Section.
27. Section 12.07 of the Plan is hereby amended by deleting the phrase
"in writing" from the first sentence of that Section.
28. In all other respects, the Plan is hereby ratified and approved.
Executed this 20th day of March, 1996.
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
INVESTMENT ADVISORY BOARD
By:/S/JAMES W. NELLEN II
Member of the Board
Exhibit 4.8
-----------
AMENDMENT NO. 1
TO THE HARMON ASSOC., CORP.
PROFIT SHARING PLAN
-------------------
WHEREAS, Section 17.1 of the Harmon Assoc., Corp. Profit Sharing Plan,
as amended and restated effective as of January 1, 1995 (the "Plan"), provides
that the Plan may be amended by Harmon Assoc., Corp. (the "Company") in
accordance with the terms of such Section; and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended, effective as of April 1,
1996, except as otherwise noted below, as follows:
1. Article 2 of the Plan is hereby amended by adding the following
new Section 2.9A immediately following Section 2.9 thereof:
2.9A Common Stock Fund. "Common Stock Fund" shall mean one of
the investment funds established by the Investment Advisory
Board pursuant to Section 4.4, which investment fund shall
be invested in Company Shares.
2. Article 2 of the Plan is hereby amended by adding the following
new Section 2.12A immediately following Section 2.12 thereof:
2.12A Company Shares. "Company Shares" shall mean shares of
common stock of Fort Howard Corporation.
3. Section 2.53 of the Plan is hereby amended, effective as of
January 1, 1996, to provide as follows:
2.53 Trustee. "Trustee" shall mean the Bankers Trust Company,
which is the Trustee of the Fort Howard Profit Sharing
Retirement Master Trust, which is part of this Plan.
4. Section 2.54 of the Plan is hereby amended to add the following
new sentence at the end of that Section:
It is anticipated that Participants' Accounts shall be
valued every business day or as frequently as permitted
under the applicable investment vehicle.
- 1 -
5. Section 4.4 of the Plan is hereby amended to provide as follows:
4.4 Investment of Contributions. Contributions made to the
Plan by or on behalf of a Participant shall be invested in
such investment fund or funds, or any of them, and in such
amounts as determined by the Investment Advisory Board in
its sole discretion, including the Common Stock Fund.
Participants shall direct the manner in which their Account
balances are to be invested in accordance with such uniform
and nondiscriminatory rules and procedures as the
Investment Advisory Board may adopt, including but not
limited to the following:
(a) Subject to paragraph (c) below, Participant may
elect, not more often than once every ninety (90)
days, to change his investment election with
respect to future contributions made by him or on
his behalf.
(b) Subject to paragraph (c) below, a Participant may
elect, not more often than once every ninety (90)
days, to reallocate his existing Accounts among
the available investment funds.
(c) In no event may a Participant elect that more
than fifty (50) percent of future contributions
made by him or on his behalf be invested in the
Common Stock Fund; nor may a Participant elect to
reallocate his existing Accounts so that more
than ten (10) percent of his existing Accounts is
invested in the Common Stock Fund.
6. Article 4 of the Plan is hereby amended by adding the following
new Section 4.6 immediately following Section 4.5 thereof:
4.6 Stock Rights of Participants.
(a) Voting Rights. Each Participant (or, in the
event of his death, his Beneficiary) shall have the right
to direct the Trustee as to the manner in which his
proportionate share of Company Shares held in the Common
Stock Fund are to be voted on each matter brought before an
annual or special stockholders' meeting of the Company.
Before each such meeting of stockholders, the Investment
Advisory Board shall cause to be furnished to each
Participant (or Beneficiary) a copy of the proxy
solicitation material, together with a form requesting
confidential directions on how such Participant's
proportionate share of Company Shares held in the Common
Stock Fund shall be voted on each such matter. Upon timely
receipt of such directions, the Trustee shall on each such
- 2 -
matter vote as directed a number of shares (including
fractional shares) of Company Shares representing the
Participant's proportionate interest in Company Shares held
in the Common Stock Fund. The instructions received by the
Trustee from Participants shall be held by the Trustee in
confidence and shall not be divulged or released to any
person, including officers or employees of the Company or
any Affiliated Company. The Trustee shall vote Company
Shares with respect to which it has not received direction
in the same proportion as Company Shares with respect to
which it has received Participants' (or Beneficiaries')
directions.
(b) Rights on Tender or Exchange Offer. Each
Participant (or, in the event of his death, his
Beneficiary) for purposes of this Section 4.6(b) is hereby
designated a "named fiduciary" within the meaning of
Section 403(a)(1) of ERISA and shall have the right, to the
extent of his proportionate interest in Company Shares held
in the Common Stock Fund, to direct the Trustee in writing
as to the manner in which to respond to a tender or
exchange offer with respect to Company Shares. The
Investment Advisory Board shall use its best efforts to
timely distribute or cause to be distributed to each
Participant (or Beneficiary) such information as will be
distributed to stockholders of the Company in connection
with any such tender or exchange offer. Upon timely
receipt of such instructions, the Trustee shall respond as
instructed with respect to a number of Company Shares
representing such Participant's proportionate interest in
Company Shares held in the Common Stock Fund. The
instructions received by the Trustee from Participants
shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or
employees of the Company or any Affiliated Company. If the
Trustee shall not receive timely instruction from a
Participant (or Beneficiary) as to the manner in which to
respond to such a tender or exchange offer, the Trustee
shall not tender or exchange any Company Shares with
respect to which such Participant has the right of
direction.
(c) Appointment of Fiduciary. The Investment
Advisory Board shall be designated, under Section 404(c) of
ERISA, as the fiduciary responsible for ensuring that (i)
the procedures adopted by the Company with respect to the
exercise of the foregoing voting and tender rights are
sufficient to safeguard the confidentiality of information
related to such exercise; (ii) such procedures are being
followed by the Company; and (iii) an independent fiduciary
is appointed whenever the Investment Advisory Board deems
it appropriate for the proper exercise of the foregoing
voting and tender rights.
- 3 -
7. Section 5.1(b) of the Plan is hereby amended to delete the word
"written" from the second sentence of that Section.
8. Section 5.1(d) of the Plan is hereby amended by deleting the last
sentence of that Section and by replacing it with the following:
The Company shall remit the Deferred Wage Contributions to
the Trustee as soon as practicable after such Deferred Wage
Contributions are withheld from the participant's pay.
9. Section 5.2(a) of the Plan is hereby amended by deleting the first
sentence of that Section and by replacing it with the following:
The amount of a Participant's Compensation that may be
deferred subject to the election provided in Section 5.1
shall not be less than one percent (1%) nor more than ten
percent (10%) of his Compensation.
10. Section 6.2(e) of the Plan is hereby amended by deleting the
phrase "making the allocations of Company Contributions under this
Article VI" from that Section and by replacing it with the phrase
"Article XV of the Plan".
11. Section 6.2 of the Plan is hereby amended by deleting Paragraph
(f) of that Section.
12. Section 6.3 of the Plan is hereby amended to provide as follows:
6.3 Valuation of Participants' Accounts. Participants'
Accounts invested in the various investment funds will be
maintained on the basis of dollar values or units that may
be converted to dollar values or Company Shares. Pursuant
to rules established by the Investment Advisory Board and
applied on a uniform and nondiscriminatory basis,
Participants' Accounts will be valued on each Valuation
Date to reflect the fair market value (as determined by the
Trustee) of the various investment funds as of such date,
including adjustments to reflect any distributions
(including withdrawals), contributions, rollovers,
transfers between investment funds, income, losses,
appreciation, or depreciation with respect to such accounts
since the previous Valuation Date.
13. Section 8.1 of the Plan is hereby amended to provide as follows:
8.1 Commencement of Benefits. Subject to the following rules
of this Article VIII, a Participant's benefit shall not be
- 4 -
distributed prior to his Severance, but shall be
distributed as soon as administratively practicable
thereafter.
14. Section 8.9 of the Plan is hereby amended by adding the following
new sentence at the end of Paragraph (e) thereof:
Payment of amounts withdrawn by a Participant under this
Section 8.9 shall be made pro rata from the investment
funds in which the Participant's Deferred Wage Contribution
Account, Rollover Contribution Account or Voluntary
Contribution Account, as the case may be, is invested.
15. Section 8.13 of the Plan is hereby amended by deleting the third
and fourth sentences of that Section and by replacing them with
the following:
The Investment Advisory Board shall determine the amount of
such withdrawal, but in no event shall the cumulative
amount of such withdrawals exceed the lesser of (i) the
total amount of the Participant's Deferred Wage
Contributions or (ii) the balance of the Participant's
Deferred Wage Contribution Account immediately preceding
such withdrawal. Payment of amounts withdrawn by a
Participant shall be made pro rata from the investment
funds in which the Participant's Deferred Wage Contribution
Account is invested.
16. Section 8.14 of the Plan is hereby amended by adding the following
sentence at the end of that Section:
All distributions under this Section 8.14 shall be paid in
cash, except as provided in Section 8.16.
17. Article 8 of the Plan is hereby amended by adding the following
new Section 8.16 immediately following Section 8.15 thereof:
8.16 Distribution in Company Shares. A Participant who is
entitled to receive a distribution under Section 8.14 may
decide, in accordance with such rules as the Investment
Advisory Board may establish, to receive that portion of
his Accounts that is invested in the Common Stock Fund in
an equivalent number of Company Shares as determined by the
Trustee. Such Company Shares shall be valued at their then
fair market value as determined by the Trustee.
Withdrawals under Sections 8.9 and 8.13 shall be paid in
cash.
- 5 -
18. Section 11.7 of the Plan is hereby amended by deleting the phrase
"in writing" from the first sentence of that Section.
19. Section 15.5(f) of the Plan is hereby amended by deleting
Paragraph (i) of that Section and by replacing it with the
following:
(i) The amount in the Suspense Account shall first be
allocated to Participants on the same basis as specified in
Paragraph (c) above, with the allocation to be made to the
maximum extent permissible under the Annual Additions
limitations of this Article XV; and
20. Section 18.3 of the Plan is hereby amended to provide as follows:
18.3 Notices and Communications. All applications, notices,
designations, elections, and other communications from
Participants shall be made in accordance with procedures
prescribed by the Investment Advisory Board.
22. In all other respects, the Plan is hereby ratified and approved.
Executed this 20th day of March, 1996.
HARMON ASSOC., CORP.
By:/S/James W. Nellen II
Title: Vice President
- 6 -
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 Post-Effective Amendment No. 2
to the Registration Statement on Form S-8 (No. 333-00019) (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 350,000 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, including
Post-Effective Amendment Nos. 1 and 2, 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.
- 1 -
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.
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 Post Effective Amendment No. 2 to Registration Statement
No. 333-00019 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.
