FORT HOWARD CORP
8-K, 1997-05-06
PAPER MILLS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of Report (date of earliest event reported): May 5, 1997



                             FORT HOWARD CORPORATION
             (Exact name of registrant as specified in its charter)




           Delaware                       0-20473               39-1090992      
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer   
incorporation or organization)                            Identification Number)
                           
                 1919 South Broadway, Green Bay, Wisconsin 54304
           (Address of principal executive offices including zip code)


       Registrant's telephone number, including area code: (414) 435-8821


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<PAGE>



Item 5. Other Events

         Attached and incorporated herein by reference as Exhibit 99.1 is a copy
of a press release of Fort Howard Corporation ("Fort Howard") announcing the
distribution by The Morgan Stanley Leveraged Equity Fund II, L.P. and two
related limited partnerships of such partnerships' entire investments in Fort
Howard.

Item 7(c).  Exhibits

99.1     Press release of Fort Howard, dated May 5, 1997.




<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           FORT HOWARD CORPORATION
                                           Registrant




                                           By:      /s/ James W. Nellen II
                                               ---------------------------------
                                                    James W. Nellen II
                                                    Vice President and Secretary



Date:    May 6, 1997



<PAGE>



                                Index to Exhibits




Exhibit No.                         Description
- -----------                         -----------

99.1                                Press release of Fort Howard,
                                    dated May 5, 1997.


                                   Fort Howard

                           ---------------------------


 Fort Howard Corporation, P.O. Box 19130, Green Bay, WI 54307-9130, 414-435-8821



                                Fort Howard News


                  GREEN BAY, Wis.--May 5, 1997--Fort Howard Corporation
(NASDAQ:FORT) announced today that The Morgan Stanley Leveraged Equity Fund II,
L.P. and two related limited partnerships which invested in Fort Howard's
leveraged buyout in 1988 and subsequent financings have distributed to their
respective partners an aggregate of 17,038,606 shares of common stock, $0.01 par
value, of Fort Howard, representing such partnerships' entire investments in
Fort Howard. As a result of such distributions, Morgan Stanley Group Inc.
(NYSE:MS), First Plaza Group Trust and Leeway & Co. received an aggregate of
9,522,627 shares. Through certain direct investments also made in connection
with Fort Howard's leveraged buyout in 1988 and subsequent financings, these
investors own in the aggregate an additional 10,481,374 shares, for a total of
20,004,001 shares constituting 9.2%, 11.4% and 6.3% of Fort Howard's outstanding
shares of common stock.

                  As Fort Howard previously announced in connection with its
proposed merger with James River Corporation (NYSE:JR), Morgan Stanley, First
Plaza Group Trust and Leeway & Co. have agreed, subject to certain conditions,
not to transfer these shares prior to the closing of the merger and to vote all
such shares in favor of the merger.





                  CONTACT:   Fort Howard Corporation
                             Media:  Cliff Bowers, 414/435-8821 Ext. 4087
                                              or
                             Financial:  Mike Lempke, 414/435-8821 Ext. 2492



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