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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 26, 1999
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 33-93494
CROWN PAPER CO.
(Exact name of registrant as specified in its charter)
Virginia 54-1752385
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
4445 Lake Forest Drive, Cincinnati, OH 45242
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 769-7555
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [_] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_] Not Applicable
As of March 15, 2000, 1 (one) share of Common Stock of the registrant was
outstanding.
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PART 1
Item 1. Business
General
Crown Paper Co. and subsidiaries (the "Company" or "Crown Paper") is a wholly
owned subsidiary of Crown Vantage Inc. (the "Parent" or "Crown Vantage") and is
a major producer of value-added paper products for many different end-uses. The
Company operates in two segments: printing and publishing papers and specialty
papers. Special interest magazines, books, and corporate communications such as
annual reports, stationery and promotions use Crown Paper printing and
publishing papers. Specialty papers production supplies both coated and uncoated
papers principally for food and retail packaging applications and conversion
into such items as coffee filters, cups, plates, disposable medical gowns and
file folders.
Subsequent to the end of fiscal year 1999, on March 15, 2000 (the "Petition
Date"), the Company and its operating subsidiaries, except for its operating
subsidiary in the United Kingdom, filed voluntary petitions commencing cases
under Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the Northern District of California, Oakland Division. An
Official Committee of Unsecured Creditors, which represents the interests of all
unsecured creditors of the Debtors, has been appointed in the Chapter 11 cases.
In a Chapter 11 filing, substantially all liabilities as of the Petition Date
are subject to compromise or other treatment under a plan of reorganization.
Generally, actions to enforce or otherwise effect payment of all pre-Chapter 11
liabilities are stayed while the Company and its subsidiaries continue their
business operations as debtors-in-possession (see Note 15 to the consolidated
financial statements).
During 1999 the Company completed the first phase of repositioning itself by
realigning operations into two core businesses. Along these lines, the Company
revised its business strategy to build on Crown Vantage's unique strengths and
technical expertise and to further differentiate itself from other paper
producers. The Company's objectives are to improve gross and operating margins,
improve operating and investing cash flows and to reduce debt. The Company's
business strategy to accomplish these objectives is to: i) accelerate top-line
growth through a focused selling effort, innovative new products and stronger
relations with our customers; ii) reduce costs through productivity gains,
overhead reductions and improved information-sharing and planning; and iii)
improve asset management by rationalizing assets and more actively managing cash
flow. The Company began the process of asset rationalization by selling non
strategic assets (see below), migrating certain grades of paper to more cost
effective machines, and closing a non-cost effective mill at its Parchment,
Mich. Facility. The Company also began the process of relocating and
consolidating its corporate headquarters to Cincinnati Ohio as part of its
efforts to reduce costs and improve communication (see Management's Discussion
and Analysis "Expense Reduction Efforts"). Management anticipates taking
additional actions as part of their strategy to improve operating results.
As part of the Company's strategy to focus on high-end paper products and to
reduce debt, the Company on July 9, 1999, completed the sale of its Berlin-
Gorham, New Hampshire, pulp and paper mills ("Berlin-Gorham") to American Tissue
Holdings Inc. ("ATC") for $42.5 million, net of transaction costs. Net proceeds
from the sale of Berlin-Gorham were used to fund certain retained liabilities
and pay down debt. Berlin-Gorham primarily produced uncoated printing and
publishing papers as well as market pulp. As part of the sales agreement, Crown
Paper and the buyer have entered into a strategic marketing and outsourcing
alliance relating to certain value-added printing and publishing paper grades.
Crown Paper will retain control of the use of branded printing and publishing
papers made at the Berlin-Gorham facility that are part of the Company's
strategic printing and publishing papers offering throughout the Crown Paper
system. In addition, Crown Paper will market, on behalf of the buyer, all other
paper grades manufactured at Berlin-Gorham (except toweling) for a period of
three years.
The Parent became an independent company when it was spun off from James River
Corporation of Virginia ("James River"), now known as Fort James Corporation
("Fort James"), on August 25, 1995. Crown Paper received $250 million in cash
through a public offering of Senior Subordinated Notes and $253 million from
initial borrowings under credit facilities with certain banks (collectively, the
"Financing"). Substantially all of the net proceeds from the Financing ($485
million) was paid to James River together with $100 million Senior Pay-in-Kind
Notes issued by the Parent ("PIK Notes") as a return of James River's capital
investment. The distribution of the Company's stock, transfer of assets and
liabilities, Financing, and return of capital are collectively referred to as
the "Spin-Off."
Business Segments and End-Use Markets
Printing and Publishing Papers
The Company manufactures and markets both coated groundwood and uncoated
freesheet papers for printing and publishing applications. The Company's coated
groundwood papers are produced on two modern machines at its facility in
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St. Francisville, Louisiana, which uses internal kraft and groundwood pulp mills
to supply all pulp requirements. Groundwood papers are made from a blend of
kraft pulp and pulp produced by mechanically grinding wood to extract wood
fibers. Wood chips are used in the kraft pulp process (chemical pulp produced by
an alkaline cooking process) and are either chipped by the Company or purchased
directly. These papers are produced and sold for end-use products such as
specialty magazines, catalogs, direct mail, and advertising supplements. The
paper is sold to publishers, commercial printers, including the four largest in
North America, and to merchant distributors. The strength of the coated
groundwood market is largely driven by the health of the retail market and is
correlated with retailer advertising expenditures. Printing and publishing
papers had one significant customer (from Berlin-Gorham) totaling 10.8% of the
segment's net sales in 1998. There were no significant customers for 1999 or
1997.
Uncoated printing and publishing papers and other are manufactured at the
Company's non-integrated facilities in Adams, Massachusetts; Ypsilanti,
Michigan; and Dalmore and Guardbridge, Scotland. Uncoated printing and
publishing papers also includes text and cover paper manufactured by Berlin-
Gorham and delivered to the Company for sales to third parties as part of a
strategic marketing and outsourcing alliance with ATC (approximately 20,000 tons
annually) as well as the Company's cast-coating operations in Richmond,
Virginia. As part of the agreement with ATC, the Company collects a commission
that substantially offsets its marketing and selling expense related to those
papers. The Richmond facility provides cast-coating capabilities for a premium
grade of coated paperboard for packaging and printing applications. Customer end
uses include stationery, books and manuals, annual reports and other corporate
communications. Demand for uncoated printing and publishing papers is correlated
with economic cycles, since these papers are predominantly used in business-
related activities and commercial printing.
This segment also included uncoated papers, market pulp and toweling operations
in Berlin-Gorham for the periods prior to Berlin-Gorham's sale to ATC.
Specialty Papers
The Company manufactures and sells bleached specialty papers for use in food and
retail packaging. The Company's coated and uncoated specialty papers supply
niche markets and these products are used by customers to produce items such as
multi-wall bags for pet foods, food service papers, labels and cereal liners.
Consumer spending trends principally drives the Company's specialty packaging
business. The Company's specialty packaging papers operations purchase all of
their pulp and therefore operating results are more susceptible to pulp price
fluctuations. Operating results benefit during periods of decreasing pulp prices
from lower raw material costs and suffer during periods of increasing pulp
prices. The Company's specialty papers are produced at non-integrated facilities
in Port Huron and Parchment, Michigan, and Milford, New Jersey.
The Company also manufactures specialty converting papers at its fully
integrated facility in St. Francisville. The Company imparts customer-specific
technical requirements to these value-added papers for conversion by its
customers into end-uses such as paper cups and plates, coffee filters, file
folders and bacon board.
Financial information of the Company's segments is incorporated herein by
reference from Note 17 to the Consolidated Financial Statements included in item
8 of this report.
Supply Requirements
Fiber. Wood fiber represents the largest single raw material cost for the
Company's pulp-integrated facility in St. Francisville. In 1999, its pulp mills
required approximately 1,221,838 green tons of wood. Approximately 20% of St.
Francisville's wood requirements are met through purchases of roundwood to
supply the groundwood pulp mill. The remaining wood supply requirements are met
through purchases of a combination of wood chips and roundwood that supply St.
Francisville's kraft pulp mill. Approximately 40% of St. Francisville's total
fiber supply comes from a long-term supply arrangement that expires in 2016. The
remaining fiber supply is met through a combination of purchases from private
landowners, forest product companies and other suppliers.
Pulp. For the Company's non-integrated facilities pulp represents the largest
single material cost. In 1999, the Company purchased approximately 285,000 tons
of several types of pulp. Purchased pulp is used to supply non-integrated mills,
to obtain species not produced by the Company, and to minimize transportation
costs.
Competition
The markets in which the Company sells its papers are highly competitive. The
Company competes with certain large major companies as well as small,
specialized companies. Competition is primarily based on price, although product
quality, distinctive technical characteristics and customer service are often
factors that determine a customer's choice of preferred supplier. Breadth of
product line, product innovation, distribution and sales support are also
important competitive factors, as many customers choose to maintain long-term
relationships with suppliers who provide these benefits.
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In the paper industry, companies tend to compete with other companies having
paper machines of like capacity and capability. Capacity of paper machines in
the industry varies widely and can range from 10 tons per day to more than 1,000
tons per day. The capacity of the Company's machines ranges from 10 tons per
day to approximately 400 tons per day. The Company generally focuses its
machines and work force on shorter run production of high margin and value-added
grades of paper. As a result, the Company believes it is optimizing its varied
manufacturing capabilities in order to enhance its competitiveness.
The "Pulp & Paper 1999 North American Fact Book" indicates that the top ten
producers of coated groundwood papers accounted for approximately 89% of North
American capacity. Crown Paper ranked 7th, with coated groundwood capacity
market share of approximately 6%. The Company was the second largest
manufacturer of bleached packaging and specialty papers.
Customers
No individual customer exceeded 10% of the Company's consolidated 1999 net
sales. Sales to the Company's five largest customers in 1999 were approximately
23.6% of consolidated net sales. The Company's loss of any single customer would
not have a material adverse effect on the financial condition of the Company.
Employees
At the end of 1999, the Company had 2,675 employees of whom approximately one-
quarter were salaried and three-quarters were hourly employees. All U.S. hourly
employees are represented under various union collective bargaining contracts.
In the U.S., most hourly workers are members of PACE. The collective bargaining
agreement for the Parchment mill covers approximately 16.5% of the Company's
hourly employees and expires before January 1, 2001. In the United Kingdom,
most hourly personnel are covered by an ongoing national agreement that
addresses worker conditions and safety, with wage increases negotiated annually.
The Company believes that it has a generally positive relationship with its
employees. In the last 10 years, the Company has not experienced any strikes or
labor-related work stoppages.
Research and Development
The Company has not expended and does not plan to expend significant efforts on
broad-based research and development activities. The Company instead emphasizes
development of new and improved products primarily by using existing technology
and product development personnel located at its mills.
Environmental Protection Efforts
Information concerning environmental expenditures, hazardous substance cleanup,
environmental legal proceedings and other environmental matters affecting the
Company is incorporated by reference from text under the caption "Other Matters"
within Management's Discussion and Analysis in item 7 of this report and Note 9
to the Consolidated Financial Statements within item 8 of this report.
Capital Expenditures
Information concerning the Company's capital expenditures is incorporated by
reference from text under the caption "Investing Activities" within Management's
Discussion and Analysis in item 7 of this report.
Trademarks and Patents
The Company owns or has the right to use certain marks, which are registered
trademarks of the Company or are otherwise subject to protection under
applicable intellectual property laws. Some of its marks have been registered in
such foreign jurisdictions as the U.K., Germany and the Benelux countries. Such
registrations may be kept in force in perpetuity through continued use of the
marks and timely renewal. The Company considers these marks and the accompanying
goodwill and customer recognition valuable and material to its business. The
Company has a number of patents that collectively it believes are beneficial to
the Company; however, the Company believes that expiration of any patent would
not have a material adverse effect on the Company.
International Sales
In 1999, net sales by the Company's foreign subsidiaries totaled $65.2 million,
or 8.8% of total net sales. The Company's domestic sales to foreign customers
were $42.9 million in 1999, approximately 5.8% of total net sales. The majority
of the Company's international sales were to customers in Europe, Canada,
Mexico, and South Africa.
Marketing and Distribution
The Company's products are sold either on a direct basis or through merchant
distributors to publishers, printers,
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converters or other end-users. The Company's sales and marketing staff work with
merchants and converters, or directly with end-users, to identify paper
customization and service opportunities that can help the Company differentiate
itself from competitors and make the Company a preferred source of supply. A
strong integration between manufacturing, product development and sales helps
the Company respond favorably and quickly to customer inquiries and orders. As a
result of this teamwork, the Company's sales staff has the ability and authority
to respond to many non-standard customer requests immediately.
The Company's finished products are generally marketed on a delivered price
basis and shipped by common carrier. Crown Paper believes that timely and
economical delivery of finished products is a critical element of a customer's
selection of preferred suppliers and is a significant factor in the Company's
ability to compete. The Company typically ships by rail, truck or intermodal
service, using the most economical mode that meets service specifications. In
many cases, Crown Paper has contracted with key carriers for guaranteed space,
which benefits the Company's cost structure and its customers through more
dependable delivery. The mills seek to control warehouse costs by limiting
finished goods inventory. The Company also uses a few strategically located
third-party warehouses in different regions throughout the U.S. to maintain
certain grades of paper to meet customer expectations of timely delivery. These
warehouses typically ship products by guaranteed pool trucks to stocking
merchants, printers and other customers throughout the U.S.
Cyclical Nature of the Paper Industry
Paper product markets, including those in which the Company competes, are highly
cyclical. This is characterized by periods of supply and demand imbalance and
sensitivity to changes in industry capacity. Demand for paper products is
influenced to a significant degree by the overall level of domestic and
international economic activity that is beyond the Company's control. A number
of structural factors also accentuate the cyclicality of the paper industry,
including the substantial capital investment and high fixed costs required to
manufacture paper products; the significant exit costs associated with capacity
reductions; and, at times, intensified competition resulting from overseas
market conditions. Because of the high fixed costs associated with paper
production, paper manufacturers need to maintain high levels of capacity
utilization (operating rates) to cover fixed costs. Therefore, relatively small
changes in operating rates due to changes in domestic demand, capacity, and
levels of imports may significantly affect prices. The American Forest and Paper
Association stated in its December 1999 annual capacity survey that no new
printing and writing paper machines are anticipated in the U.S. over the next
three years and that annual capacity growth will not exceed 0.7% during that
period. Pulp markets experience much the same cyclicality as do paper markets.
Operating results at the Company's non-integrated facilities are influenced by
pulp price fluctuations--benefiting during periods of decreasing pulp prices and
suffering during periods of pulp price increases.
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Item 2. Properties
The Company owns and operates two pulp mills, seven paper mills and one cast-
coating facility in the United States and two paper mills in Scotland. The
following table summarizes the location, 1999 volumes and pertinent production
characteristics of each facility and excludes tons sold by the Berlin-Gorham
facility. The Company's bank credit facility is collateralized by substantially
all of the Company's assets, including the facilities listed below.
<TABLE>
<CAPTION>
Printing and Publishing Papers Specialty Papers
----------------------------------------------------------- ----------------------
Coated Uncoated
Groundwood Freesheet & Other
-------------------- ----------------------
<S> <C> <C> <C>
Facilities: St. Francisville, LA Guardbridge, Scotland St. Francisville, LA
Dalmore, Scotland Port Huron, MI
Richmond, VA Parchment, MI
Adams, MA Milford, NJ
Ypsilanti, MI
1999 Sales
Volumes: 285,000 tons 81,000 tons 335,000 tons
Primary No. 4, No. 5 medium to Text, cover and writing grades, Coffee filters, cup and plate
Production: heavy weight grades for security papers, specialty stock, grease resistant paper,
magazines and catalogs applications and cast-coated labels, multi-wall bags, coated and
uncoated other packaging and
specialty applications
Special Coating, calendaring Calendaring, watermarks, Calendering, creped products,
Production sheeting, embossing, coating, waxing and chemical
Capabilities: cast-coating treatment
Paper Machines 2 paper machines with 9 paper machines, assorted 14 paper machines, 3 with
and Related on-machine coating, sheeters, rewinders, embossers on-machine coating and hot/soft
Equipment: 4 off-machine and 4 cast-coating machines calendaring, 3 with on-machine
super-calendars waxers, 2 off-machine coaters,
6 off-machine waxers
</TABLE>
Item 3. Legal Proceedings
In 1994, the Company filed a suit against the City of Berlin, New Hampshire
relating to an approximately $107 million increase from 1992 to 1994 of the
City's assessed value of the Berlin portion of the Berlin-Gorham facility. The
increased assessed value resulted in an annual increase in property taxes of
approximately $2.5 million. The Company sought abatement of the tax increase on
the grounds that the City's valuations were excessive, and that New Hampshire
law exempted certain income-producing equipment, such as the chemical recovery
unit, from property taxation. Following a series of legal proceedings, on
February 1, 1999, the Company finalized an agreement with the City, which
permanently settles the issues of taxability of factory machinery and for the
next three years significantly reduces the assessed value from recent valuations
of the Company's Berlin pulp mill. The Company reversed a property tax accrual
of approximately $8.9 million in the first quarter of 1999 that was related to
this case.
The Company has been identified as a potentially responsible party ("PRP"),
along with others, under the Comprehensive Environmental Response, Compensation
and Liability Act or similar federal and state laws regarding the past disposal
of wastes at 19 sites in the United States. The Company has previously settled
its remediation obligations at 13 of those sites. At 5 other sites, the Company
is one of many potentially responsible parties and its alleged contribution to
the site and remediation obligation is not considered significant. At one other
site, remedial investigation is under way and a loss estimate for the potential
remediation effort is not yet possible. However, the Company's accrual for the
remediation investigation effort was $1.1 million at December 26, 1999 and $.4
million at December 27, 1998. The liabilities can change substantially due to
such factors as the solvency of other potentially responsible parties, the
Company's share of responsibility, additional information on the nature or
extent of contamination, methods and associated costs of remediation required,
and other actions by governmental agencies or private parties. While it is not
feasible to predict the outcome of all environmental liabilities, based on its
most recent review, management estimates the Company's share of the costs of
investigation and remediation of the known sites will not have a material
adverse effect upon the consolidated financial condition of the Company. Due to
uncertainties associated with remediation activities, regulations, technologies,
and the allocation of costs among various other parties, actual costs to be
incurred at identified sites may vary from estimates. Therefore, management is
unable to determine if the ultimate disposition of all known environmental
liabilities will have a material adverse effect on the Company's
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consolidated results of operations in a given year. As with most manufacturing
and many other entities, there can be no assurance that the Company will not be
named as a PRP or incur liabilities through other means at additional sites in
the future or that the costs associated with such additional sites would not be
material.
In addition to the matters described above, the Company is a party to various
legal proceedings generally incidental to its business and is subject to a
variety of environmental protection statutes and regulations. As is the case
with other companies in similar industries, the Company faces exposure from
actual or potential claims and legal proceedings involving environmental
matters. Although the ultimate disposition of legal proceedings cannot be
predicted with certainty, it is the opinion of the Company's management that the
outcome of any claim that is pending or threatened, either individually or on a
combined basis, will not have a materially adverse effect on the consolidated
financial position of the Company but could materially affect consolidated
results of operations in a given period.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Executive Officers of Crown Paper Co.:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<C> <C> <S>
Robert A. Olah 50 Chief Executive Officer, President, Director
R. Neil Stuart 45 Executive Vice President, Chief Financial Officer
Edward A. Fusakio 58 Senior Vice President, Specialty Papers
Charles E. Whitaker 42 Senior Vice President, Printing and Publishing Papers
Michael J. Hunter 39 Senior Vice President, Chief Accounting Officer, resigned effective March 17, 2000
Evan C. Davis 61 Senior Vice President and General Counsel, Secretary
</TABLE>
Robert A. Olah has been Chief Executive Officer, President and Director since
September 1998. Previously he served as President and Chief Operating Officer
since December 9, 1997. Previous thereto served as Senior Vice President,
Specialty Papers since 1996 and as Senior Vice President, Packaging Papers Group
since creation of the Company in 1995. Previously served as Vice President,
General Manager, James River Corporation Packaging Papers Division.
R. Neil Stuart has been Executive Vice President, Chief Financial Officer since
September 1998. Previously thereto served as Senior Vice President, Chief
Financial Officer since May 1996 and Managing Director at the Toronto-Dominion
Bank, New York.
Evan C. Davis has been Senior Vice President and General Counsel, Secretary
since September 1999. Previously thereto served as Vice President Employee
Relations and Administration of Packaging Corporation of America, a Partner at
Davis and Davis PC and as Vice President Human Resources, James River
Corporation Packaging Business.
Charles E. Whitaker has been Senior Vice President, Printing and Publishing
Papers since joining the Company in September 1999. Previously served as Vice
President of Sales of Fox River Paper Company.
Edward A. Fusakio has been Senior Vice President, Specialty Papers since joining
the Company in September 1998. He has announced his intention to leave the
Company early in the second quarter of 2000. Previously served as Manager of
Aseptic Packaging and Technology and Manager of Technology and Product, Liquid
Packaging Division, International Paper Corporation.
Michael J. Hunter resigned as Senior Vice President, Chief Accounting Officer
effective March 17, 2000 in which capacity he had served since February 1999.
Previously served as Vice President, Chief Accounting Officer since January 1997
and Director of Financial Reporting for the Company since December 1995. Prior
thereto was Senior Manager at Ernst & Young LLP, San Francisco.
The directors of Crown Paper will hold office until the next annual meeting of
stockholders of Crown Paper and until their successors are duly elected and
qualified. The executive officers named above will be elected to serve in such
capacities until the next annual meeting of the Board of Directors, or until
their respective successors have been duly elected and have been qualified, or
until their earlier death, resignation, disqualification or removal from office.
There is no family relationship between any of the officers.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Not applicable
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Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December
- -----------------------------------------------------------------------------------------------------------------------------
(dollar amounts in millions, except per share) 1999 1998 1997 1996 1995(a)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Results of Operations
Net sales $ 739 $ 851 $ 897 $ 925 $1,077
Gross margin 30 54 60 75 156
Selling and administrative expenses 55 62 56 52 56
Operating income (loss) (b) (35) (172) 14 23 100
Interest expense 65 65 65 63 26
Net income (loss) before extraordinary item (88) (141) (23) (17) 48
Balance Sheet Data
------------------
Cash and cash equivalents $ 2 $ 10 $ 11 $ 1 $ 5
Working capital (deficit) (449) 55 43 36 87
Property, plant and equipment, net 349 434 621 678 668
Total assets 568 700 881 946 985
Total long-term debt 0 460 432 454 482
Other Financial Data
--------------------
EBITDA (c) $ 44 $ 82 $ 100 $ 104 $ 180
Capital expenditures 31 42 59 81 47
Operating income (loss) before fixed asset
write-downs and other charges and gains (d) (19) (5) 4 23 100
Selected Operating Data
-----------------------
Employees 2,675 3,552 3,850 3,995 4,162
Tons sold (thousands of tons) 857 969 982 948 985
Pulp purchases (thousands of tons) 285 285 252 261 289
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes the actual consolidated results of operations and other financial
and operating data of the Company for the four months ended December 31,
1995 as well as the historical combined results of certain operations of
James River Corporation of Virginia (now known as "Fort James Corporation")
that comprised a substantial part of its Communication Papers Business and
the paper-based part of its Food and Consumer Packaging Business for the
eight months ended August 27, 1995.
(b) 1999 operating loss includes severance, other charges related to cost
reduction efforts and the relocation of corporate headquarters totaling
$9.1 million (see "Expense Reduction Efforts" within Management's
Discussion and Analysis), write down of fixed assets to their net
realizable value of $16.2 million for the sale of Berlin-Gorham, NH pulp
and paper mills, and a non-cash gain of $8.9 million for the reversal of a
property tax accrual. 1998 operating loss includes a $146.9 million fixed
asset write-down (mainly at the Berlin-Gorham, NH, pulp and paper mills), a
$16.9 million charge relating to the discounted net future lease payments
for a co-generation facility at the St. Francisville, La., mill that no
longer provided substantive use or benefit to the mill and a charge for
$3.0 million for a severance related to a work force reduction. 1997
operating income includes a $13.5 million gain from the sale of timberlands
and a $3.3 million charge due to the closure of the Newark, Del., facility.
(c) EBITDA represents income (loss) before income taxes, interest expense and
depreciation and amortization. 1999 and 1998 EBITDA excludes the items
discussed in (b) above. 1997 EBITDA includes a $13.5 million gain on sale
of timberlands and a $3.3 million charge due to the closure of the Newark,
Del., facility. EBITDA is not presented herein as an alternative measure of
operating income or cash flow from operations (both as determined in
accordance with generally accepted accounting principles) but rather to
provide additional information related to the Company's ability to service
debt.
(d) Excludes items discussed in (b) above.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Corporate Overview
Subsequent to the end of fiscal year 1999, on March 15, 2000 (the "Petition
Date"), Crown Paper Co. and subsidiaries (the "Company" or "Crown Paper"),
except for its operating subsidiary in the United Kingdom, filed voluntary
petitions commencing cases under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the Northern District of California,
Oakland Division. An Official Committee of Unsecured Creditors, which represents
the interests of all unsecured creditors of the Debtors, has been appointed in
the Chapter 11 cases. In a Chapter 11 filing, substantially all liabilities as
of the Petition Date are subject to compromise or other treatment under a plan
of reorganization. Generally, actions to enforce or otherwise effect payment of
all pre-chapter 11 liabilities are stayed while the Company and its subsidiaries
continue their business operations as debtors-in-possession (see "Voluntary
Filing Seeking Reorganization Under Chapter 11 of the United States Bankruptcy
Code" and Note 15 to the consolidated financial statements). The Company's
financial statements for the year ended December 26, 1999 and the accompanying
Management's Discussion and Analysis have been prepared assuming that Crown
Vantage will continue as a going concern, and not under the liquidation basis of
accounting. The Company's debt balances have been classified as current at
December 26, 1999.
Business Segments
The Company is a major producer of value-added paper products for a diverse
array of end-uses. The Company operates in two segments: printing and publishing
papers and specialty papers. Printing and publishing papers are primarily for
applications such as special interest magazines, books, corporate communications
and promotions (e.g. annual reports and stationery) and other graphics
applications. Specialty papers are principally for food and retail packaging
applications and conversion into such items as coffee filters, labels, cups and
plates.
The Company's largest facility is an integrated operation located in St.
Francisville, La. St. Francisville produces coated groundwood papers for
magazines and catalogs and uncoated specialty converting papers. The Company
also produces uncoated printing and publishing papers at its non-integrated
facilities in Adams, Mass.; Ypsilanti, Mich., and Dalmore and Guardbridge,
Scotland. The Company's specialty papers are produced primarily at non-
integrated facilities in Port Huron and Parchment, Mich., and Milford, NJ, and
the integrated facility in St. Francisville. In addition to its primary paper-
making operations, the Company operates a cast-coating facility in Richmond,
Va., that produces coated paper and board for graphics and packaging uses. On
July 9, 1999, the Company completed the sale of its Berlin-Gorham pulp and paper
mills ("Berlin-Gorham") to American Tissue Holdings Inc. ("ATC") for net
proceeds of approximately $42.5 million (see Note 13). Net proceeds from the
sale of Berlin-Gorham were used to fund certain retained liabilities and pay
down debt. Berlin-Gorham primarily produced uncoated printing and publishing
papers as well as market pulp. It was formerly included in the printing and
publishing papers segment.
The Company believes that its broad manufacturing capabilities allow it to offer
a wider range of products and basis weights serving more specialized markets
than most of its North American competitors. Although the Company focuses its
operations on the higher value-added market niches of the segments in which it
competes in recent years it has increased production of lower value added papers
to maintain volumes and to cover fixed costs. Papers produced for such niches
generally command higher prices than commodity grades because they are used for
more specialized applications and there are fewer substitutes for these
products.
Consolidated Results of Operations -- 1999 Compared to 1998
Net Sales: The Company's net sales, excluding Berlin-Gorham, decreased by 4.9%
for the 52-week year ended December 26, 1999 compared to the 52-week year ended
December 27, 1998. The decrease in sales is largely due to a 7.6% decrease in
average net sales price per ton that was partially offset by a 3.0% increase in
tons sold during 1999 compared to 1998.
Operating Income (Loss): The Company had an operating loss of $35.3 million in
1999 as compared to an operating loss of $172.1 million in 1998. Operating
results in 1999 include non-cash charges totaling $2.8 million for the closure
of a mill in Parchment, a charge of $16.2 million for the write-down of Berlin-
Gorham's fixed assets to their net realizable value, and severance and other
accruals related to moving the corporate headquarters and other cost reduction
initiatives totaling $6.3 million (of which $1.8 million is non-cash). The 1999
results include a gain of $ 5.1 million for insurance proceeds from the
explosion of St. Francisville's leased co-generation facility (see "Settlement
of Co-Generation Lease"), and an $8.9 million reversal of a property tax accrual
that resulted from the settlement of an ongoing dispute with the City of Berlin.
1998 operating results included fixed asset write downs of $146.9 million
(primarily at Berlin-Gorham), a charge of $16.9 million that represented the
discounted net future lease payments for the co-generation facility at the St.
Francisville mill that no longer provided substantive use or benefit to the mill
and a
10
<PAGE>
charge of $3.0 million for a workforce reduction (see Notes 2, 14 and 15 to the
consolidated financial statements).
Excluding operating results from Berlin-Gorham, the Company had an operating
loss of $22.4 million in 1999 compared to operating income of $1.8 million in
1998. The decrease in operating results is primarily due to unfavorable price
variances of approximately $54.2 million, which was partially offset by
favorable volume and cost variances totaling approximately $29.9 million.
Selling and administrative expenses decreased $7.1 million to $55.3 million in
1999 compared to $62.4 million in 1998. The decrease is primarily due to
commission income and expense reimbursement under certain ongoing operational
and transitional agreements with ATC. Under one of these agreements, the Company
acts as broker for various uncoated freesheet papers manufactured at Berlin-
Gorham that are not included within the text and cover grades retained by the
Company. As part of this brokerage agreement the Company collects a commission
that is essentially the Company's selling costs of these papers owned by Berlin-
Gorham. The transitional service agreement is for the reimbursement of various
services provided by the Company for Berlin-Gorham until they are able perform
these services for themselves.
Interest Expense: Interest expense for 1999 increased $1.5 million in 1999 to
$50.6 million in 1999 compared to $49.1 million in 1998. Increased interest
expense is primarily due to increased borrowings under a revolving credit
facility.
Tax Provision: The tax provision for the year ended December 26, 1999 is for
certain non-income based state taxes and foreign income taxes and for the
reversal of tax assets associated with the reversal of the Berlin property tax
accrual (see "Settlement of Berlin Property Tax Case"). During 1999 the Company
has recorded a $38.0 million valuation allowance against the deferred tax assets
reducing the tax benefit of the 1999 net operating loss to $0. The income tax
benefit in 1998 totaled $73.5 million. The effective income tax rate was 33.5%
in 1998. Income tax benefits for 1998 have been reduced by a deferred tax asset
valuation allowance of $10.5 million. The Company anticipates that, in
accordance with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes," tax benefits resulting from operating losses in the
foreseeable future will continue to be offset by deferred tax asset valuation
allowances.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Net Sales and Tonnage by Segment
For the Year Ended 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------
(sales in millions, tons in thousands) Tons Sales Tons Sales Tons Sales
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Printing and Publishing Papers:
Coated groundwood 285 $203 289 $232 280 $198
Uncoated and other 81 125 70 118 85 148
Specialty Papers 335 327 321 338 354 384
- ------------------------------------------------------------------------------------------------------------
Total excluding Berlin-Gorham 701 655 680 688 719 730
Berlin-Gorham 156 84 289 163 263 167
- ------------------------------------------------------------------------------------------------------------
Total Company 857 $739 969 $851 982 $897
- ------------------------------------------------------------------------------------------------------------
Operating Income (Loss) by Segment (in millions)
- ------------------------------------------------------------------------------------------------------------
For the Year Ended 1999 1998 1997
- ------------------------------------------------------------------------------------------------------------
Printing and Publishing Papers $ 5 $ 8 $ (4)
Specialty Papers (27) (6) 13
- ------------------------------------------------------------------------------------------------------------
Total excluding Berlin-Gorham (22) 2 9
Berlin-Gorham (13) (174) 5
- ------------------------------------------------------------------------------------------------------------
Total operating income (loss) $(35) $(172) $ 14
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Printing and Publishing Papers
Within this business segment, the Company produces coated groundwood and
uncoated freesheet papers. This segment also includes the Company's cast-coating
operations in Richmond, Va. and the sales of certain grades of text and cover
printing papers marketed by the Company that are manufactured by ATC's Berlin-
Gorham facility.
The Company's coated groundwood papers are produced and sold for end-use
products such as specialty magazines, catalogs, direct mail, and advertising
supplements. The strength of the coated groundwood market is largely driven by
the strength of the retail market and is correlated with retailer advertising
expenditures. Net sales of coated groundwood papers decreased 12.6% or $29.3
million in 1999 compared to 1998. The decrease is primarily due to an 11.3%
decrease in average net sales price per ton and a 1.4% decrease in tons sold.
Average net sales price per ton began to decrease in the fourth quarter of 1998
and continued to decline through the third quarter of 1999. The price
deterioration was caused by domestic oversupply that resulted in price
discounting. An industry-wide increase in demand for coated groundwood
11
<PAGE>
papers during the later part of 1999, led by strengthening demand for magazine
advertising, led to improved pricing for the Company's coated groundwood papers
during the fourth quarter of 1999.
Customer end-use products within uncoated printing and publishing papers and
other include stationary, books and manuals, annual reports and other forms of
corporate communications. It also includes cast-coated products. Cast-coating
provides a high gloss finish for a premium grade of coated paperboard used for
graphics and packaging applications. Demand for the Company's uncoated printing
and publishing products is correlated with economic cycles, since these papers
are predominantly used in business-related activities and commercial printing.
The Company's specialty niches within the uncoated printing and publishing
papers category make Crown Paper less susceptible, though not immune, to
economic cycles. Net sales of uncoated printing and publishing papers and other,
excluding Berlin-Gorham, increased 5.5% during 1999 compared to 1998. The
increase in net sales is primarily due to a 15.7% or 11,000 ton increase in tons
sold that was partially offset by an 8.7% decrease in average net sales price
per ton. The increase in tons sold is primarily due to the inclusion of
approximately 8,000 tons sold (approximately $9.0 million in sales) under an
agreement with ATC whereby the Company takes title and markets these grades of
text and cover papers manufactured at Berlin-Gorham at an agreed upon
commission.
Operating Income (Loss): Operating income declined by $3.1 million from $7.8
million in 1998 to $4.7 million in 1999. The decline in operating results is
primarily due to a $39.9 million price variance discussed above that was
partially offset by favorable cost and volume variances. The favorable cost
variances are due to operating improvements and an allocation to this segment of
the gain from insurance proceeds due to the explosion of the co-generation
facility at the Company's St. Francisville facility of $3.8 million. This was
partially offset by the allocation of $4.2 million in severance charges (see
"Expense Reduction Efforts"). 1998 operating results included this segment's
allocation of $12.1 million relating to the accrual of future minimum lease
payments of the co-generation facility in St. Francisville (see "Settlement of
Co-Generation Lease").
Specialty Papers
Within this segment, the Company produces specialty papers for use in food and
retail packaging and converting end uses.
The Company's products, which are concentrated in niche markets for coated and
uncoated papers within the specialty packaging industry, are used by its
customers to produce items such as labels, multi-wall bags for pet foods, food
service papers, flexible packaging, and technical and industrial specialty
products. The Company's specialty packaging papers business is principally
driven by consumer spending patterns and has historically exhibited less price
cyclicality due to general economic trends compared to producers of papers for
other end-uses. The Company's specialty packaging papers operations in Milford,
NJ, and Parchment and Port Huron, Mich., purchase all of their pulp and are
therefore susceptible to pulp price fluctuations. Although pricing for the
Company's specialty papers is somewhat correlated with changes in pulp prices,
operating results tend to benefit during periods of decreasing pulp prices and
suffer during periods of increasing pulp prices. The Company manufactures
specialty converting papers on two paper machines at its fully integrated
facility in St. Francisville. To meet customer-specific requirements, the
Company imparts technical qualities to these value-added papers for conversion
by its customers into end-uses such as paper cups and plates, coffee filters,
disposable medical garments and bacon board.
Specialty papers net sales declined 3.2% or $11.0 million in 1999 compared to
1998. The decrease in net sales is primarily due to a 7.1% decrease
(approximately $74 per ton) in average net selling price per ton and was
partially offset by a 4.1% increase in tons sold in 1999 compared to 1998.
Prices for specialty papers began the year in a downward cycle due to the
demand/supply imbalance created during the Asian crisis as European producers
were redirecting their output to North American markets and as large integrated
mills in North America were entering otherwise non-traditional markets. As the
Asian economies improved and the import driven supply imbalance was corrected,
prices for this segment's products started to increase in the fourth quarter of
1999. In addition, pulp price increases in the later part of 1999 allowed for
increased pricing of the Company's specialty papers. Although average net sales
price per ton reached its highest point in 1999 in December, this December price
was still approximately $50 per ton lower than the average net sales price per
ton for fiscal year 1998. Also, tons sold during 1999 compared to 1998 was
slightly improved through pricing initiatives and sales of lower value-added
papers, both of which decreased average net sales price per ton.
Operating Income (Loss): Operating results for specialty papers declined $21.0
million from an operating loss of $6.1 million in 1998. The decline in operating
results in 1999 from 1998 is primarily due to the unfavorable price variance of
$25.9 million discussed above. Average annual costs have remained relatively
stable when comparing 1999 to 1998; however, during the second half of 1999
costs rose in comparison to the first half of 1999 due to increases in pulp
costs. The decrease in operating results was partially offset by the improved
sales volumes discussed above. 1999 operating
12
<PAGE>
results include a charge of $2.8 million relating to the closure of mill No. 1
at the Company's Parchment, Mich., facility and severance charges of $2.1
million. 1999 operating results also includes the gain allocated to this segment
of $1.3 million for the insurance proceeds from the explosion of the co-
generation facility. 1998 operating results included fixed asset write-downs of
$1.7 million and a $4.8 million charge for the co-generation facility lease
allocated to this segment. Management estimates that the trend of unfavorable
price variances that began in 1997 and the increase in costs seen during the
later half of 1999 will continue at least into the near future. Accordingly,
management is considering programs to reduce costs, temporarily idle production
until prices of higher value added papers return to more profitable levels, and
refocus sales and marketing on the higher value-added papers.
Consolidated Results of Operations -- 1998 Compared to 1997
Net Sales: The Company's net sales decreased by 5.2% to $851.0 million for the
52-week year ended December 27, 1998 compared to $897.5 million for the 52-week
year ended December 28, 1997. The decrease in sales is largely due to a 3.9%
decrease in average net sales price per ton and a 1.3% decrease in tons sold
during 1998 compared to 1997.
Operating Income (Loss): The Company had an operating loss of $172.1 million in
1998 compared to operating income of $14.3 million in 1997. The decrease in
operating results is attributable to fixed asset write-downs of $146.9 million
(primarily at the Berlin-Gorham, NH, pulp and paper mill) and a charge of $16.9
million that represents the discounted net future lease payments for a co-
generation facility at the St. Francisville, La., mill that no longer provided
substantive use or benefit to the mill (see Note 2 and Note 13 to the
Consolidated Financial Statements). 1997 operating income included a gain of
$13.5 million for the sale of timberlands and a charge of $3.3 million for
closure of the Newark, Del., facility. Excluding the fixed asset write-down and
co-generation charge discussed above, the operating loss in 1998 was $8.3
million compared to operating profit of $4.2 million in 1997, excluding the mill
closure charge and timberland sale gain discussed above. Contributing to the
decline in operating results are the decreases in average net sales price per
ton and tons sold discussed above that are partially offset by reduced costs
primarily from lower raw material costs and the Company's cost reduction
program. Gross margin as a percent of sales was 6.4% for 1998 compared to 6.7%
for 1997. The gross margin decrease was due to the decline in net sales price
per ton discussed above, which was partially offset by a 3.6% decrease in
average cost per ton sold in 1998 compared to 1997.
Selling and administrative expenses increased $6.5 million to $62.4 million in
1998 compared to $55.9 million in 1997. The increase is primarily due to Year
2000 compliance costs, expenditures associated with certain of the Company's
strategic initiatives, higher sales and marketing costs associated with stocking
programs to provide faster delivery times to customers and contractual
compensation costs.
Interest Expense: Interest expense decreased from $50.3 million in 1997 to $49.1
million in 1998. The decrease in interest expense is primarily due to debt
reduction that occurred in the fourth quarter of 1997.
Tax Provision: The income tax benefit in 1998 totaled $73.5 million compared to
$12.1 million in 1997. The income tax rates were 33.5% in 1998 and 35.0% in
1997. Income tax benefits for 1998 have been reduced by a deferred tax asset
valuation allowance of $10.5 million. The Company anticipates that, in
accordance with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes," tax benefits resulting from operating losses in the
foreseeable future would at least be partially offset by deferred tax asset
valuation allowances.
Printing and Publishing Papers
Net sales of coated groundwood papers increased 17.3% in 1998 compared to 1997.
The increase is primarily due to a 13.5% increase in average net sales price per
ton and a 3.4% increase in tons sold. While demand for coated groundwood papers
was strong for most of 1998, coated paper imports increased significantly during
the year resulting in industry-wide mill inventory builds and price discounting
during the latter part of 1998.
Net sales of uncoated printing and publishing papers and other decreased 20.3%
during 1998 compared to 1997. The decrease in net sales is primarily due to an
18.1% decrease in tons sold and a 2.7% decrease in average sales price per ton.
The decline in tons sold is primarily due to a 56.0% decrease in tons sold of
cast-coated papers. Despite strong domestic demand for uncoated freesheet
papers, the economic crisis in Asia coupled with a strong U.S. Dollar resulted
in lower exports by U.S. paper producers and increased imports into the U.S.
from Asia, Europe, and South America. This abundance of uncoated freesheet paper
negatively impacted demand and pricing for some of the Company's uncoated
printing and publishing papers, resulting in depressed prices for the Company's
lower value products. The 1998 supply levels of these papers in the marketplace
also resulted in the Company's partial shift in mix to lower value-added grades
in order to maintain volume during this period of supply/demand imbalance, which
also negatively impacted the Company's average net selling price. The decline in
cast-coated papers is primarily due to the decision by certain
13
<PAGE>
customers during the last half of 1997 to use their own internal resources.
Operating Income (Loss): The operating income of $7.8 million in 1998 increased
$11.8 million from an operating loss of $4.0 million in 1997. Operating results
improved primarily due to a 3.0% increase in average net sales price per ton and
favorable cost variances due to improved operating efficiencies and lower raw
material costs. These were partially offset by the allocation to this segment of
a $12.1 million charge for the future lease payments at the co-generation
facility in St. Francisville, La. The 1997 operating profit includes a $3.3
million charge for the closure of the Newark, Del., facility.
Specialty Papers
Specialty papers had net sales of $338.2 million for 1998 compared to net sales
in 1997 of $384.5 million. The 12.0% decrease in net sales is primarily due to a
3.1% decrease in average selling price per ton and a 9.2% decrease in tons sold
in 1998 compared to 1997. The economic crisis in Asia indirectly affected the
Company's specialty packaging papers as European producers redirected their
output to North American markets and large integrated mills in North America
entered otherwise non-traditional markets, thereby disrupting supply/demand
balance and pricing for the Company's specialty packaging papers.
Operating Income (Loss): The operating loss of $6.1 million in 1998 declined
$19.5 million from an operating profit of $13.4 million in 1997. The decrease in
operating income in 1998 from 1997 is primarily due to the decline in tons sold
and average price per ton discussed above. Contributing to the decline is the
fixed asset write-downs of $1.7 million and a $4.8 million charge for the co-
generation facility lease allocated to this segment. These were partially offset
by lower raw material costs and improved operating efficiencies. Before the
nonrecurring items discussed above, this segment had an operating profit of $.4
million in 1998.
Liquidity and Capital Resources
General
Subsequent to the end of fiscal year 1999, on March 15, 2000 (the "Petition
Date"), the Company and its operating subsidiaries, except for its operating
subsidiary in the United Kingdom, filed voluntary petitions commencing cases
under Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the Northern District of California, Oakland Division. An
Official Committee of Unsecured Creditors, which represents the interests of all
unsecured creditors of the Debtors, has been appointed in the Chapter 11 cases.
In a Chapter 11 filing, substantially all liabilities as of the Petition Date
are subject to compromise or other treatment under a plan of reorganization.
Generally, actions to enforce or otherwise effect payment of all pre-Chapter 11
liabilities are stayed while the Company and its subsidiaries continue their
business operations as debtors-in-possession (see Note 15 to the consolidated
financial statements and "Voluntary Filing Seeking Reorganization Under Chapter
11 of the United States Bankruptcy Code"). The following discussion has been
presented assuming the Company will continue as a going concern. The Company's
debt balances have been classified as current at December 26, 1999.
The Company became an independent company upon the spin-off by James River
Corporation of Virginia ("James River"), now known as Fort James Corporation
("Fort James"), of certain assets and related liabilities from its Communication
Papers Business and the paper-based part of its Food and Consumer Packaging
Business. On August 25, 1995, James River distributed to its shareholders all
the outstanding stock of Crown Vantage (the "Spin-Off").
In connection with the Spin-Off, Crown Paper entered into a credit facility with
a group of banks (the "Bank Credit Facility"), which provided $200 million in
term loan financing and a $150 million revolving line of credit. Term Loan B
totaled $100 million at issuance with final principal payments due in 2003. In
November 1999, the Company closed its books for the month of October 1999 and
determined that Crown Paper Co. no longer complied with the tangible net worth
requirements. A waiver and subsequently an amendment were obtained with new
covenants for the Facility. The Company was in compliance with these revised
covenants as of December 26, 1999. The amendment in force as of December 26,
1999 expired February 15, 2000 upon which the original and substantially more
restrictive covenants from the Facility would be in effect. Subsequent
amendments and forbearance delayed application of the more restrictive covenants
until March 20, 2000 (see Note 15 to the consolidated financial statements and
"Voluntary Filing Seeking Reorganization under Chapter 11 of the United States
Bankruptcy Code"). As a result of this amendment the aggregate amount of credit
available was reduced from $150 million to $121.5 million as of December 26,
1999. The revolving credit is due in 2002 and in addition to the aggregate limit
of $121.5 million it has an $8.5 million sublimit for letters of credit (of
which $8.5 million has been issued at December 26, 1999). The revolving credit
can be used for general corporate purposes, working capital needs, and permitted
investments. At December 26, 1999, $104.5 million of the revolving credit was
outstanding and $8.5 million of the aggregate line was available if needed. Term
Loan B had an average interest rate of 8.92% during 1999 and 9.19% during 1998.
The revolving line of credit had an average interest rate of 8.45% during 1999
and 8.57% during 1998. The Bank Credit Facility is collateralized by
substantially
14
<PAGE>
all the assets of Crown Paper Co. Also in connection with the Spin-Off, Crown
Paper Co. issued $250 million of 11% Senior Subordinated Notes (the "Notes"),
which are unsecured and due in 2005, through a public debt offering.
As a return of its capital investment in Crown Vantage, James River was paid the
net proceeds from the Term Loan, the initial borrowing on the revolving line of
credit, and the Notes. Also as a return of part of James River's capital
investment in Crown Vantage, Crown Vantage issued to James River immediately
prior to the Spin-Off $100 million of Senior Pay-in-Kind Notes (the "PIK
Notes"), which are due in 2007. Interest on the PIK Notes, which accrues at
11.45%, is due semi-annually. The interest may be paid in cash or in additional
PIK Notes until September 2003; thereafter interest must be paid in cash. On
September 28, 1998 Crown Vantage and Crown Paper Co. settled with Fort James a
variety of claims that had arisen between the companies. The settlement resulted
in the return of $25.1 million of PIK Notes to Crown Vantage and the delivery of
$8.1 million of PIK Notes to Crown Paper Co. The $8.1 million in PIK Notes held
by Crown Paper is eliminated upon consolidation. The settlement resulted in an
extraordinary gain of $19.0 million that is net of $2.4 million in expenses and
$11.8 million in taxes. The settlement amended the terms of the remaining PIK
Notes and allows Crown Vantage the right to call the remaining PIK Notes and
accrued interest at fair value at any time prior to their maturity.
Operating Activities
Net cash used by operations in 1999 was $32.3 million and net cash provided by
operating activities was $14.1 million in 1998 and $53.8 million in 1997.
The decline in operating cash flows in 1999 compared to 1998 is primarily due to
the operating loss of $35.3 million during 1999 compared to the operating loss
before the charges for the fixed asset write-down and co-generation facility
(totaling $163.8 million) of $8.3 million in 1998. Also reducing operating cash
flows for 1999 compared to 1998 was the $16.3 million settlement of the co-
generation lease at the St. Francisville, La., facility. The decline in
operating cash flows in 1998 compared to 1997 is primarily due to the operating
loss before the charges for the fixed asset write-down and co-generation
facility (totaling $163.8 million) of $8.3 million in 1998 compared to a $4.2
million operating profit in 1997 (excluding the gain on timberland sale and the
facility closure charge) and changes in working capital accounts.
Investing Activities
Net cash provided by investing activities totaled $11.4 million during 1999, and
net cash used in investing activities totaled $43.9 million in 1998 and $20.8
million in 1997. In 1999 the Company realized net proceeds from the sale of
Berlin-Gorham for approximately $42.5 million. In 1997 the Company realized $36
million in proceeds from the sale of its timberlands, which was used to
partially prepay Term Loan A. The Company's business is capital intensive. Pulp
and paper mills consist of an extensive network of buildings, machinery, and
equipment, which require continual upgrades, replacement, modernization and
improvement. Capital expenditures in 1999 and 1998 totaled $31.0 million and
$42.1 million, respectively, primarily for capital maintenance projects and
environmental spending. Capital expenditures in 1997 totaled $59.3 million
relating primarily to capital maintenance projects and $7.9 million in payments
for amounts accrued in 1996, primarily for the 1996 rebuild of the Number 1
paper machine at the Company's St. Francisville mill. Planned capital
expenditures for 2000 are approximately $38 million.
Financing Activities
Net cash provided by financing activities was $13.5 million in 1999 and $28.2
million in 1998. Repayments on Term Loan B totaled $16.0 million in 1999 and
$1.8 million in 1998. Net proceeds from the sale of Berlin-Gorham were used to
prepay Term Loan B for $15 million and pay down the revolving Bank Credit
Facility by $15 million. Remaining proceeds were used to settle accounts payable
and other operating liabilities retained by the Company.
Net cash used in financing activities was $22.8 million in 1997. Proceeds from
the sale of the Company's timberlands discussed above were used to prepay Term
Loan A. Also during 1997, the Company made scheduled repayments on Term Loan A
of $5.0 million and prepayments of $4.7 million bringing the outstanding balance
to $0. Scheduled repayments on Term Loan B totaled $1.0 million in 1997. In
August 1997, the Company refinanced $2.5 million of certain industrial revenue
bonds that are due in 2012 and carry a 6.25% interest rate. Also in August 1997,
the Company sold $4.9 million of industrial revenue bonds that are due in 2021
and carry a 6.5% interest rate.
Other Matters
Market Risk
The Company incurred fixed and variable rate debt in connection with the Spin-
Off. In addition, the Company uses variable rate debt to finance operations,
for capital spending programs and for general corporate purposes. Futures
contracts used to hedge exposures to foreign currency risks are immaterial.
Our market risk exposure for changes in interest rates relates primarily to debt
obligations.
15
<PAGE>
The following table presents principal amounts and related weighted average
interest rates by year of expected maturity for the Company's debt obligations.
For obligations with variable interest rates, the table sets forth interest
rates that are based on current rates and principle amounts due and does not
attempt to project future interest rates. This information should be read in
conjunction with Note 6 and Note 15 to the Consolidated Financial Statements and
is presented as of December 26, 1999. Due to the Company filing Chapter 11 and
its potential impact on final settlement of all prepetition liabilities, it is
not practicable to measure the fair value of the Company's debt as of December
26, 1999.
<TABLE>
<CAPTION>
Debt
- -----------------------------------------------
(In millions) 2000
- -----------------------------------------------
<S> <C>
Fixed rate $250.0
Average interest rates 11.0%
Variable rate $184.7
Average interest rates 8.38%
Industrial Revenue bonds $ 39.3
Average interest rates 7.55%
- -----------------------------------------------
</TABLE>
The Company's other market risk is primarily due to its ownership of mills in
Scotland. The translation of their financial statements from their functional
currency to U.S. dollars is accounted for in equity under foreign currency
translation adjustments. These operations comprise less than 10% of the
Company's sales and assets. Although we monitor foreign currency fluctuations
and trends, through December 26, 1999 we have decided not to hedge our net
investment in our foreign operations.
Expense Reduction Efforts
During 1999, the Company announced the move of its Oakland, Calif., headquarters
to Cincinnati, Ohio, and a reduction of 50 salaried employees from throughout
the Company. Reserves totaling $6.3 million for severance and relocation costs
were recorded during the third and fourth quarters of 1999. The associated costs
are included either in cost of goods sold ($1.8 million) or in "Asset impairment
and other charges" ($4.5 million) depending on whether the affected employees
were part of sales, general and administrative functions or part of
manufacturing operations. Approximately $1.8 million of the severance accrual is
covered benefits through the salaried defined benefit pension plans. As of
December 26, 1999 approximately $.7 million of the liability had been settled.
$.4 million was settled through salaried defined benefit pension plans and $.3
million was paid by the Company in cash. The remaining liability will be
substantially settled during 2000.
During the fourth quarter of 1999, the Company took an additional step toward
asset rationalization by migrating production of medical gown papers and certain
other grades from a mill within the Parchment, Mich. facility to other locations
within the Crown Paper system. Upon completion of the migration of these
products, one mill within the Parchment, Mich. facility was closed and the
Company recorded a charge of $2.8 million within "Asset impairment and other
charges" primarily for the write-off of net fixed assets and stores supplies.
During 1998, the Company accrued $3.0 million within cost of goods sold relating
to the announced 5% work force reduction. The accrual was for anticipated
expenses resulting from the work force reduction, primarily for severance and
benefit payments to the approximately 230 affected employees. Both hourly and
salaried employees from manufacturing, maintenance, and office staff were
affected. The pay out of the severance accrual for the June 1998 work force
reduction was completed during 1999.
Environmental Expenditures
Pulp and paper manufacturing companies are subject to regulations by various
federal, state, local, and foreign agencies concerning the discharge of
materials into the environment. These laws and regulations require pulp and
paper companies to operate within the standards established by these agencies,
which generally requires substantial capital investments. Like its competitors,
the Company has incurred and will continue to incur significant capital
expenditures and operating costs to comply with stringent environmental
standards. To control and monitor the discharge of pollutants into air, water,
and land, the Company spent approximately $17.3 million during 1999 and $21.5
million during 1998. In 1999, approximately $4.0 million of these expenditures
were capitalized and $13.3 million were expensed. In 1998, approximately $6.4
million of these expenditures were capitalized and $15.1 million were expensed.
The Company has accrued $10.8 million at December 26, 1999 and $12.2 million at
December 27, 1998 primarily for estimated landfill site restoration, post-
closure and monitoring costs.
16
<PAGE>
The Environmental Protection Agency signed final rules affecting pulp and paper
industry discharges of wastewater and gaseous emissions ("Cluster Rules"), which
became effective April 15, 1998. These Cluster Rules require changes in the
pulping, bleaching and wastewater treatment processes presently used in some
U.S. pulp and paper mills, including some of the Company's mills. Based on
management's understanding of the rules, the Company estimates that
approximately $22 million of capital expenditures may be required to comply with
the rules with compliance dates that began in 1999 and extending over the next
two to five years. The Company's 1999 and 1998 environmental capital spending
includes $3.2 million and $3.6 million, respectively, for compliance with the
Cluster Rules. The Company anticipates capital expenditures of approximately $8
million during 2000 for compliance with the Cluster Rules. There are risks and
uncertainties associated with the Company's estimate that could cause total
capital expenditures and timing of such expenditures to be materially different
from current estimates, including changes in technology, interpretation of rules
by government agencies that is substantially different from the Company's
interpretation, or other items.
Environmental Legal Proceedings
The Company has been identified as a potentially responsible party ("PRP"),
along with others, under the Comprehensive Environmental Response, Compensation
and Liability Act or similar federal and state laws regarding the past disposal
of wastes at 19 sites in the United States. The Company has previously settled
its remediation obligations at 13 of those sites. At 5 other sites, the Company
is one of many potentially responsible parties and its alleged contribution to
the site and remediation obligation is not considered significant. At one other
site, remedial investigation is under way and an estimate for the potential
remediation effort costs is not yet possible. However, the Company's accrual
for the remediation investigation effort was $1.1 million at December 26, 1999
and $.4 million at December 27, 1998. The liabilities can change substantially
due to such factors as the solvency of other potentially responsible parties,
the Company's share of responsibility, additional information on the nature or
extent of contamination, methods and associated costs of remediation required,
and other actions by governmental agencies or private parties. While it is not
feasible to predict the outcome of all environmental liabilities, based on its
most recent review, management estimates the Company's share of investigation
and remediation costs of the known sites will not have a material adverse effect
upon the consolidated financial condition of the Company.
Due to uncertainties associated with remediation activities, regulations,
technologies, and the allocation of costs among various other parties, actual
costs to be incurred at identified sites may vary from estimates. Therefore,
management is unable to determine if the ultimate disposition of all known
environmental liabilities will have a material adverse effect on the Company's
consolidated results of operations in a given year. As with most manufacturing
and many other entities, there can be no assurance that the Company will not be
named as a PRP or incur liabilities through other means at additional sites in
the future or that the costs associated with such additional sites would not be
material.
Settlement of Berlin Property Tax Case
On February 1, 1999, the Company finalized an agreement with the City of Berlin,
NH, concerning assessed values and taxability of factory machinery. The Company
reversed a property tax accrual of approximately $8.9 million in the first
quarter of 1999, which relates to amounts over accrued for previous tax years.
Settlement of Co-Generation Lease
In the fourth quarter of 1998, management determined that the leased gas turbine
co-generation facility at the St. Francisville mill no longer provided
substantive use or benefit. Accordingly, a $16.9 million charge was recognized
in the fourth quarter of 1998 that represented discounted net future lease
payments.
On July 18, 1999 an explosion occurred at the St. Francisville mill with damage
limited primarily to the leased co-generation facility, discussed above. As
allowed under the lease terms, the Company terminated the lease in exchange for
a $16.3 million termination payment in the third quarter of 1999. The
termination payment, which approximated the net present value of future lease
payments, was charged against the reserve established in the fourth quarter of
1998. As a result of the lease termination, the Company took title to the leased
facility and was released from a $24.7 million letter of credit. A $5.1 million
gain (included in "Asset impairment and other charges ") from insurance proceeds
as a result of the explosion was recorded during the later part of 1999. The
insurance proceeds were collected during 1999 and the first quarter of 2000.
Impact of Year 2000
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999, the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $2.0 million during 1999 in connection with remediating
its systems. The Company is not aware of any material problems resulting from
Year 2000 issues, either with its products, its internal systems, or the
17
<PAGE>
products and services of third parties. The Company will continue to monitor its
mission critical computer applications and those of its suppliers and vendors
throughout the year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.
Subsequent Events
Voluntary Filing Seeking Reorganization Under Chapter 11 of the United States
Bankruptcy Code
The Company's operating results for fiscal years 1999, 1998 and 1997 were
severely affected by, among other things, an overall extended depressed pricing
cycle that began in 1997 partly as a consequence of increased levels of low-
priced imports from Asia and the resultant deteriorating market conditions and
continued due to other competitive and operational issues (see "Consolidated
Results of Operations"). This led to the Company's overall decline in average
net sales price per ton and decreased volumes of grades of paper that normally
command higher average net sales prices thereby causing a decrease in liquidity
and increases in losses. The increase in losses resulted in a violation of a
tangible net worth covenant of the senior secured credit facility (the "Credit
Agreement") that occurred upon closing the accounting records for October 1999.
The Company obtained a waiver for this violation and renegotiated a series of
amendments to the Credit Agreement to provide sufficient liquidity for
operations through early March 2000. The amount of liquidity available under
these new amendments was significantly reduced from the levels of liquidity
available prior to the tangible net worth covenant violation. The amendments did
not provide for sufficient liquidity for the Company to pay its interest payment
on the 11% Senior Subordinated Notes due March 1, 2000. As a result of filing
for bankruptcy and not making the March interest payments, the Company is in
default of all debt agreements. All debt balances have been classified as
current on December 26, 1999. On March 15, 2000, the Company, except for its
operating subsidiary in the United Kingdom, filed a voluntary petition seeking
reorganization under Chapter 11 of Title 11 ("Chapter 11") of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the Northern District of California, Oakland Division (the "Bankruptcy
Court"). Also the receivable securitization agreement between Crown Paper,
various lenders and Crown Paper Funding Corp. (a bankruptcy remote and wholly
owned subsidiary of Crown Paper) has been terminated due to the filing of
Chapter 11. All receivables sold through this agreement are being settled as
collected and no new receivables will be sold as of the petition date and
beyond.
To ensure the Company has the capital to continue to operate its business as
normal during the restructuring process, the Company obtained a commitment of
$100 million in debtor-in-possession ("DIP") financing from two lenders under
the prepetition Credit Agreement including the agent bank. The Company is
continuing to implement a restructuring program to reduce costs, improve
operating efficiencies and increase financial flexibility. A plan of
reorganization is being developed. The Company is in possession of its
properties and assets and continues to operate with its existing directors and
officers as a debtor-in-possession. As a debtor-in-possession, the Company is
authorized to operate its business, but may not engage in transactions outside
of the normal course of business without approval, after notice and hearing, of
the Bankruptcy Court. Pursuant to the provisions of the Bankruptcy Code, as of
the petition date, actions to collect prepetition indebtedness owed by the
Company are stayed and other prepetition contractual obligations may not be
enforced against the Company. In addition, as a debtor-in-possession, the
Company has the right, subject to the Bankruptcy Court's approval and certain
other conditions, to assume or reject any prepetition executory contracts and
unexpired leases. Parties affected by these rejections may file claims with the
Bankruptcy Court in accordance with the reorganization process. The Company
cannot presently determine or reasonably estimate the ultimate liability that
may result from rejecting such contracts or leases or from the filing of claims,
and no provisions have been made for these items. Differences between amounts
reflected in such schedules and claims filed by creditors will be investigated
and amicably resolved or adjudicated before the Bankruptcy Court. The ultimate
amount and settlement terms for such liabilities are subject to a plan of
reorganization, and accordingly, are not presently determinable. The Bankruptcy
Court has approved payment of certain prepetition liabilities such as employee
wages and benefits. Furthermore, we expect the Bankruptcy Court to allow for the
retention of legal and financial professionals to advise in the bankruptcy
proceedings. The Company intends to present a plan of reorganization to the
Bankruptcy Court to reorganize the Company's business and to restructure the
Company's obligations.
Among the factors that could cause actual results to differ materially are the
following: The confirmation of the Plan by the Bankruptcy Court; the Company's
ability to achieve satisfactory levels of profitability and cash flow from
operations; maintaining compliance with post-petition loan agreements; the
availability of sufficient capital to service the Company's debt obligations and
to finance the Company's business plans on terms satisfactory to the Company;
the success of the Company's restructuring plan and the pursuit of financing
alternatives; the impact of competitive products and pricing; changes in labor,
equipment, and capital costs; changes in, or the failure to comply with,
regulations affecting the Company's business; future acquisitions or strategic
partnerships; general business and economic
18
<PAGE>
conditions; and factors described from time to time in the Company's reports
filed with the Securities and Exchange Commission.
Forward-Looking Statements
Certain statements within Management's Discussion and Analysis and elsewhere are
forward looking within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements are subject to various risks and uncertainties
that could cause the actual results to be materially different from the
Company's current expectations. These forward-looking statements can be
identified by use of words such as plans, expects, estimates, anticipates,
believes, possible and other similar words or phrases. In addition to the
factors discussed above, there are other factors that could cause the actual
results to differ materially. These other factors include but are not limited to
the Company's ability to successfully execute its business strategy and
recapitalize the balance sheet; business conditions and the general economy,
both global and domestic; prices for the Company's products; competitive
factors; maintaining good labor relations; the Company's ability to comply with
debt covenants, and maintaining good customer relations.
Item 7a. Qualitative and Quantitative Disclosures About Market Risk
Qualitative and Quantitative Disclosures About Market Risk is incorporated by
reference within Item 7.
Item 8. Financial Statements and Supplementary Data
19
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Crown Paper Co.:
We have audited the accompanying consolidated balance sheets of Crown Paper Co.
and subsidiaries as of December 26, 1999 and December 27, 1998, and the related
consolidated statements of operations, cash flows, and changes in equity for
each of the three years in the period ended December 26, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Crown Paper Co.
and subsidiaries at December 26, 1999 and December 27, 1998 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 26, 1999 in conformity with generally accepted
accounting principles in the United States.
The accompanying consolidated financial statements have been prepared assuming
that Crown Paper Co. and subsidiaries will continue as a going concern. As
discussed in Note 15 to the consolidated financial statements, the Company has
incurred substantial losses from operations, is in default of its debt
covenants, and has filed for Chapter 11 Bankruptcy protection on March 15, 2000
which raises substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 17. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Ernst & Young LLP
San Francisco, California
January 28, 2000, except for Note 3, paragaph 3, Note 6, paragraph 1, and Note
15, as to which the date is March 15, 2000.
20
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------------------
52 Weeks 52 Weeks 52 Weeks
Ended Ended Ended
(amounts in thousands) December 26, 1999 December 27, 1998 December 28, 1997
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 738,762 $ 850,994 $ 897,492
Cost of goods sold 709,258 796,935 837,452
- --------------------------------------------------------------------------------------------------------------------------
Gross margin 29,504 54,059 60,040
Asset impairment and other charges (9,515) (163,834) (3,325)
Gain on timberlands sale 13,518
Selling and administrative expenses (55,329) (62,360) (55,889)
- --------------------------------------------------------------------------------------------------------------------------
Operating income (loss) (35,340) (172,135) 14,344
Interest expense (50,644) (49,102) (50,321)
Other income, net 1,511 1,630 1,314
- --------------------------------------------------------------------------------------------------------------------------
Loss before income taxes
and extraordinary item (84,473) (219,607) (34,663)
Income tax provision (benefit) 3,676 (73,534) (12,132)
- --------------------------------------------------------------------------------------------------------------------------
Net loss before extraordinary item (88,149) (146,073) (22,531)
Extraordinary item, net of tax 4,964
- --------------------------------------------------------------------------------------------------------------------------
Net loss $ (88,149) $ (141,109) $ (22,531)
==========================================================================================================================
</TABLE>
See notes to consolidated financial statements.
21
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(dollar amounts in thousands) December 26, 1999 December 27, 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
- --------------------------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 2,434 $ 9,806
Accounts receivable 36,871 41,022
Inventories 73,975 102,397
Prepaid expenses and other current assets 13,504 18,548
- --------------------------------------------------------------------------------------------------------
Total current assets 126,784 171,773
Property, plant and equipment, net 349,149 434,075
Other assets 54,106 55,647
Due from Parent 11,669 10,698
Intangibles, net 26,727 27,852
- --------------------------------------------------------------------------------------------------------
Total Assets $ 568,435 $ 700,045
- --------------------------------------------------------------------------------------------------------
Liabilities and Deficit
- --------------------------------------------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 45,113 $ 40,916
Accrued liabilities 57,161 75,268
Current portion of long-term debt 473,817 1,000
- --------------------------------------------------------------------------------------------------------
Total Current Liabilities 576,091 117,184
- --------------------------------------------------------------------------------------------------------
Long-term debt 459,249
Accrued postretirement benefits other than pensions 80,436 100,736
Other long-term liabilities 25,076 50,002
- --------------------------------------------------------------------------------------------------------
Total Liabilities 681,603 727,171
- --------------------------------------------------------------------------------------------------------
Shareholder's Deficit:
Common Stock, no par value:
Authorized - 5,000 shares;
1 share outstanding at December 26, 1999,
and December 27, 1998 139,012 137,751
Other Cumulative Comprehensive Income (Loss):
Minimum pension liability (481) (2,231)
Cumulative foreign currency translation adjustment 658 1,562
Retained deficit (252,357) (164,208)
- --------------------------------------------------------------------------------------------------------
Total Deficit (113,168) (27,126)
- --------------------------------------------------------------------------------------------------------
Total Liabilities and Deficit $ 568,435 $ 700,045
- --------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements
22
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
52 Weeks 52 Weeks 52 Weeks
Ended Ended Ended
December 26, December 27, December 28,
(amounts in thousands) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided by (used for) operating activities:
Net loss $ (88,149) $(141,109) $ (22,531)
Items not affecting cash:
Depreciation and cost of timber harvested 61,268 84,851 83,373
Amortization of goodwill and other intangibles 1,125 1,125 1,124
Deferred income tax provision (benefit) 2,058 (75,690) (14,711)
Gain on sale of timberlands (13,518)
Asset impairment and other non-cash charges 11,816 163,834 3,325
Other, net 788 9,313 6,100
Extraordinary gain, pre-tax (8,046)
Change in current assets and liabilities:
Accounts receivable 4,151 (235) 15,217
Inventories 1,661 220 (6,142)
Other current assets (3,553) 3,330 7,532
Accounts payable 4,197 (12,286) 1,493
Other current liabilities (2,457) (5,090) (3,887)
Settlement, co-generation facility lease (16,251)
Other, net (8,953) (6,113) (3,550)
- -----------------------------------------------------------------------------------------------------------------
Cash provided by (used for) operating activities (32,299) 14,104 53,825
- -----------------------------------------------------------------------------------------------------------------
Cash provided by (used for) investing activities:
Expenditures for property, plant and equipment (31,045) (42,056) (59,309)
Proceeds from sale of property, plant and
equipment and other, net 42,431 (1,832) 38,475
- -----------------------------------------------------------------------------------------------------------------
Cash provided by (used for) investing activities 11,386 (43,888) (20,834)
- -----------------------------------------------------------------------------------------------------------------
Cash provided by (used for) financing activities:
Repayments of Term Loans (15,959) (1,825) (46,712)
Proceeds from draw down of Revolving Credit 140,000 126,000 122,000
Repayments of Revolving Credit (110,500) (96,000) (102,000)
Proceeds from issuance of Industrial Revenue
Bonds, less underwriting costs 4,701
Payments of other long-term debt (740)
- -----------------------------------------------------------------------------------------------------------------
Cash provided by (used for) financing activities 13,541 28,175 (22,751)
- -----------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (7,372) (1,609) 10,240
Cash and cash equivalents, beginning of year 9,806 11,415 1,175
- -----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year $ 2,434 $ 9,806 $ 11,415
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements
23
<PAGE>
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)
- ----------------------------------------------------
<TABLE>
<CAPTION>
Foreign
Common Stock Minimum Currency
----------------- Comprehensive Pension Translation Retained
(amounts in thousands) Shares Amounts Loss Liability Adjustment Deficit
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance December 29, 1996 1 $129,058 $ (892) $ 3,365 $ (568)
-------------------------
Net Loss $ (22,531) (22,531)
Foreign currency translation adjustment (2,027) (2,027)
Minimum pension liability adjustment 562 562
---------
Comprehensive loss $ (23,996)
=========
ESOP and restricted stock activity, net 3,640
- ----------------------------------------------------------------------------------------------------------------------------
Balance December 28, 1997 1 132,698 (330) 1,338 (23,099)
-------------------------
Net Loss $(141,109) (141,109)
Foreign currency translation adjustment 224 224
Minimum pension liability adjustment (1,901) (1,901)
---------
Comprehensive loss $(142,786)
=========
ESOP and restricted stock activity, net 5,053
- ----------------------------------------------------------------------------------------------------------------------------
Balance December 27, 1998 1 137,751 (2,231) 1,562 (164,208)
-------------------------
Net Loss $ (88,149) (88,149)
Foreign currency translation adjustment (904) (904)
Minimum pension liability adjustment 1,750 1,750
---------
Comprehensive loss $ (87,303)
=========
ESOP and restricted stock activity, net 1,261
- ----------------------------------------------------------------------------------------------------------------------------
Balance December 26, 1999 1 $139,012 $ (481) $ 658 $(252,357)
-------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note 1
Organization and Operations
Crown Paper Co. and subsidiaries (the "Company" or "Crown Paper") is a wholly
owned subsidiary of Crown Vantage Inc. (the "Parent" or "Crown Vantage") and is
a major producer of value-added paper products for a diverse array of end-uses.
The Company's two segments and corresponding principal product categories are
(i) printing and publishing papers, for applications such as special interest
magazines, books, and corporate communications and promotions (e.g. annual
reports and stationery); and (ii) specialty papers, principally for food and
retail packaging applications and conversion into such items as coffee filters,
cups and plates. The Company operates nine facilities using 26 diverse paper
machines with sales primarily in North America. The Company became an
independent company when it was spun off from James River Corporation of
Virginia, now known as Fort James Corporation ("Fort James"). The spin-off and
initial capitalization are referred to as the "Spin-Off." On July 9, 1999, the
Company completed the sale of its Berlin-Gorham pulp and paper mills ("Berlin-
Gorham") to American Tissue Holdings Inc. ("ATC") for $42.5 million, net (see
Note 13). Net proceeds from the sale of Berlin-Gorham were used to fund certain
retained liabilities and pay down debt. Berlin-Gorham primarily produced
uncoated printing and publishing papers as well as market pulp. The Company,
except for its operating subsidiary in the United Kingdom, voluntarily filed for
chapter 11 of title 11 of the United States Bankruptcy code on March 15, 2000
(see Note 15).
On December 26, 1999, the Company employed approximately 2,675 individuals of
which approximately one quarter was salaried and three quarters were hourly. All
of the Company's domestic hourly employees are represented under various
collectively bargained union contracts. Hourly personnel at the Company's two
mills in Scotland are covered by an ongoing national agreement that addresses
working conditions, safety, and annual wage increases. The collective bargaining
agreement at the Company's Parchment facility covers approximately 16.5% of the
Company's hourly employees and expires before January 2001. The Company plans to
renegotiate the above contract before it expires.
The Company believes that its broad manufacturing capabilities allow it to offer
a wider range of products and basis weights than most of its North American
competitors. The Company focuses its operations on the higher value-added market
niches of the sectors in which it competes. Papers produced for such niches
generally command higher prices and tend to be less cyclical than commodity
grades because they are used for more specialized applications and because there
are fewer substitutes for these products. Like its competitors, the Company is
subject to a number of risks, including the cyclical nature of the industry and
the high degree of competition in the industry. In addition, the Company is
highly leveraged as a result of its initial capitalization and subsequent
borrowings.
24
<PAGE>
Note 2
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company include the accounts of
Crown Paper, and Crown Paper Co.'s consolidated subsidiaries. Significant
intercompany balances and transactions have been eliminated.
The accompanying financial statements include the consolidated results of
operations, assets and liabilities of the Company as of and for the 52 weeks
ended December 26, 1999, and December 27, 1998. The accompanying financial
statements also include the consolidated results of operations of the Company
for the 52 weeks ended December 28, 1997. The consolidated statements of
operations and cash flows for the years end December 27, 1998 and December 27,
1997 include the results of operations of Berlin-Gorham. The consolidated
statement of operations and statement of cash flows for the year ended December
26, 1999 include the results of Berlin-Gorham through July 8, 1999. The
Company's fiscal year includes the 52 or 53 weeks ending on the last Sunday in
December.
Cash and Cash Equivalents
The Company invests excess cash in marketable securities with original
maturities of three months or less. These investments are classified as cash
equivalents in the accompanying consolidated financial statements.
Inventories
Inventories are stated at the lower of cost or market and include the cost of
materials, labor and manufacturing overhead. The last-in, first-out cost flow
assumption is used for valuing substantially all domestic inventories other than
stores and supplies. Stores and supplies and all inventories held by foreign
operations are valued using the first-in, first-out method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation,
including related delivery and installation costs and interest incurred on
significant capital projects during their construction periods. Expenditures for
improvements that increase asset values or extend useful lives are capitalized.
Maintenance and repair costs are expensed as incurred. For financial reporting
purposes, depreciation is computed using the straight-line method over the
estimated useful lives of the respective assets, which range from 20 to 45 years
for buildings and 5 to 20 years for machinery and equipment. For income tax
purposes, depreciation is calculated using accelerated methods.
Management assesses the recoverability of its investments in long-lived assets
to be held and used in operations whenever events or circumstances indicate that
their carrying amounts may be impaired. Under Statement of Financial Accounting
Standards No. 121 management is to review an asset for impairment when a trigger
event occurs. Such assessment requires that the future cash flows expected to
result from use of the assets are estimated and an impairment loss recognized
when future cash flows are less than the carrying value of such assets.
Estimating future cash flows requires the Company to estimate useful lives of
its long-lived assets, future production volumes and costs, future sales
volumes, demand for the Company's product mix and prices that reflect the use of
its long-lived assets and market conditions.
If in future periods impairment indicators were to occur, an impairment analysis
for those assets would be performed that could result in additional write downs
of fixed assets.
Unamortized Debt Issue Costs
Debt issue costs, incurred primarily at the Spin-Off, are deferred and charged
to interest expense over the life of the underlying indebtedness.
Goodwill
The excess of the purchase price over the fair value of identifiable net assets
of acquired companies is allocated to goodwill and amortized over 40 years.
Goodwill (included in intangibles), which relates to the St. Francisville, La.,
mill, totaled $40.1 million at December 26, 1999, and December 27, 1998, and is
presented net of accumulated amortization of $14.2 million at December 26, 1999,
and $13.2 million at December 27, 1998. The recoverability of goodwill has been
evaluated to determine whether current events or circumstances warrant
adjustments to the carrying value. As of December 26, 1999, and December 27,
1998, management believes that no significant impairment of goodwill was
indicated.
25
<PAGE>
Landfill Closure and Post-Closure Costs
The Company accrues for landfill closure and post-closure costs over the periods
that benefit from the use of the landfills. Management regularly reviews the
adequacy of cost estimates and adjusts the accrued amounts as necessary.Foreign
Currency TranslationThe accounts of foreign subsidiaries of the Company are
measured using local currency as the functional currency. Assets and liabilities
are translated into U.S. dollars at period-end exchange rates, and revenue and
expense accounts are translated at average monthly exchange rates. Net exchange
gains or losses resulting from such translation are excluded from net earnings
and accumulated as a separate component of Shareholders' Equity. Gains and
losses from foreign currency transactions are included in cost of sales and were
less than $.1 million for each of the years presented.
Revenue Recognition and Selected Sales Information
Sales are recognized once title of product has passed to the customer, which is
generally when the product is shipped.
During 1999, 1998, and 1997 export sales to foreign markets from the Company's
domestic operations represented less than 10% of the Company's net sales for
that year. Net sales from the Company's two Scottish facilities as a percent of
total net sales were 8.8% for 1999, 7.7% for 1998 and 7.6% for 1997. No single
customer accounted for more than 10% of net sales during 1999, 1998, or 1997.
Due From Parent
As part of the Spin-Off, Crown Vantage issued 11.45% Pay-in-Kind Notes due 2007
to James River. On September 28, 1998 Crown Vantage and Crown Paper settled with
Forth James a variety of claims that had arisen between the companies. The
settlement resulted in the delivery of $8.1 million of PIK Notes to Crown Paper
from Fort James and an extraordinary gain of $5.0 million that is net of $3.1
million in taxes. Also included in "Due from Parent" are $2.4 million of
expenses paid by the Company in behalf of the Parent, primarily lender consent
fees and investment banking fees associated with the settlement and accrued
interest.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassifications
Certain 1998 and 1997 amounts have been reclassified to conform to the 1999
presentation.
Note 3
Sale of Accounts Receivable
The Company entered into a five-year agreement expiring in 2000 with certain
banks, which provides for the sale of undivided interests (up to a maximum of
$35 million since the fourth quarter of 1999 and up to $60 million prior to the
fourth quarter of 1999) in a revolving pool of trade accounts receivable. As
collections reduce accounts receivable included in the pool, the Company sells
undivided interests in new receivables in order to bring the amount sold up to
the amount permitted. The amount sold as of December 26, 1999 is $31.6 million,
$39.7 million as of December 27, 1998 and $43.0 million as of December 28, 1997.
The proceeds from sales are less than the face amount of the undivided interests
in accounts receivable sold and this discount ($2.2 million in 1999, $2.7
million in 1998 and $2.8 million in 1997) is included in selling and
administrative expenses in the consolidated statement of operations.
Due to the filing of Chapter 11, the receivable purchase agreement has been
terminated as of March 15, 2000. All outstanding balances will be settled
through the collection of sold receivables (see Note 15).
Note 4
Concentration of Credit Risk
Credit risk represents the accounting loss that would be recognized at the
reporting date if customers failed completely to perform as contracted.
Concentrations of credit risk that arise from financial instruments exist for
groups of customers when they have similar economic characteristics that would
cause their ability to meet contractual obligations to be similarly affected by
changes in economic or other conditions. The Company does not have any
significant concentration of credit risk.
Accounts receivable at the Company's facilities in Scotland totaled $17.8
million and $18.5 million on December 26, 1999, and December 27, 1998,
respectively. There were no other significant concentrations of foreign credit
risk on December 26, 1999, or December 27, 1998.
26
<PAGE>
Note 5
Supplemental Balance Sheet Information
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Inventories
(amounts in thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Raw Materials $ 21,992 $ 24,716
Work-in-process 5,163 6,757
Finished goods 35,977 46,469
Stores and supplies 20,418 34,142
- --------------------------------------------------------------------------------------------------------
83,550 112,084
Last-in, first-out reserve (9,575) (9,687)
- --------------------------------------------------------------------------------------------------------
Total Inventories $ 73,975 $ 102,397
- --------------------------------------------------------------------------------------------------------
Valued at lower of cost or market:
Last-in, first-out $ 41,033 $ 57,072
First-in, first-out 32,942 45,325
- --------------------------------------------------------------------------------------------------------
Total inventories $ 73,975 $ 102,397
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Property, Plant and Equipment
(amounts in thousands) 1999 1998
- --------------------------------------------------------------------------------------------------------
Land and improvements $ 16,318 $ 33,968
Buildings 96,698 135,344
Machinery and equipment 717,289 999,448
Construction in progress 12,518 14,892
- --------------------------------------------------------------------------------------------------------
842,823 1,183,652
Accumulated depreciation (499,586) (756,019)
- --------------------------------------------------------------------------------------------------------
343,237 427,633
Timber, net 5,912 6,442
- --------------------------------------------------------------------------------------------------------
Net property, plant and equipment $ 349,149 $ 434,075
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Accrued Liabilities
(amounts in thousands) 1999 1998
- --------------------------------------------------------------------------------------------------------
Compensated absences $ 8,752 $ 11,238
Employee insurance benefits 11,100 13,251
Accrued post retirement benefits
other than pensions, current portion 2,890 2,947
Accrued interest 13,064 11,410
Taxes payable, other than income taxes 2,731 11,268
Other accrued liabilities 18,624 25,154
- --------------------------------------------------------------------------------------------------------
Total accrued liabilities $ 57,161 $ 75,268
- --------------------------------------------------------------------------------------------------------
</TABLE>
27
<PAGE>
Note 6
Long-Term Debt
All debt in 1999 is considered current (see Note 15).
Consolidated long-term debt consists of the following:
<TABLE>
<CAPTION>
(amounts in thousands) 1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Crown Paper Co.
Bank Credit Facility:
Revolving credit, average interest rate 8.45%
in 1999 and 8.57% in 1998, due 2002 $104,500 $ 75,000
Term Loan B, average interest rate 8.92% in
1999 and 9.19% in 1998, due 2003 80,216 96,175
- ---------------------------------------------------------------------------------------------
184,716 171,175
11% Senior Subordinated Notes, due 2005 250,000 250,000
Industrial Revenue Bonds, average interest rate
7.55% in 1999 and 1998, payable to 2026 39,101 39,074
- ------------------------------------------------------------------------------------------
473,817 460,249
Less current portion 1,000
- ------------------------------------------------------------------------------------------
$473,817 $459,249
- ------------------------------------------------------------------------------------------
</TABLE>
On March 15, 2000, the Company filed a voluntary petition seeking reorganization
under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of California, Oakland
Division (see Note 15). As a result of the Company's review of its debt
covenants, the bankruptcy filing and cross acceleration provisions of various
debt covenants, all debt is considered current as of December 26, 1999.
Under the Bank Credit Facility (the "Facility") the revolving credit available
is in the aggregate amount of $121.5 million with an $8.5 million sublimit for
letters of credit (of which $8.5 million has been issued at December 26, 1999).
This revolving credit can be used for general corporate purposes, working
capital needs, and permitted investments. At December 26, 1999, $104.5 million
of the revolving credit was outstanding and $8.5 million of the aggregate line
was available if needed. Borrowings under the Facility are subject to varying
rates of interest that are indexed (at the Company's option) to a base rate (the
higher of the Prime Rate or Federal Funds Rate) or the London Interbank Offered
Rate.
Principal and interest amounts on the Term Loan are due in quarterly
installments. In addition to those scheduled repayments, Crown Paper Co. is
obligated to make prepayments equal to 75% of Excess Cash Flow (as defined in
the underlying agreement). The Company did not generate Excess Cash Flow in 1999
or 1998. The Company is also required to make prepayments (in varying
percentages of net proceeds) upon the occurrence of certain events that include,
but are not limited to, proceeds received from any new debt or equity issuances,
asset sales, and sales of accounts receivable. During 1999 the Company sold
Berlin-Gorham and applied $15 million of the net proceeds to pay down Term Loan
B and approximately another $15 million to pay down the revolving credit
facility.
In connection with the Facility, Crown Paper Co. is required to comply with
certain financial covenants. In November 1999, the Company closed its books for
the month of October 1999 and determined that Crown Paper Co. no longer complied
with the tangible net worth requirements. A waiver was obtained and an amendment
was obtained with new covenants for the Facility. The Company was in compliance
with these covenants as of December 26, 2000. The amendment in force as of
December 26, 1999 expired February 15, 2000 upon which the original and
substantially more restrictive covenants from the Facility would be in effect
(see Note 17). In addition, both the Company and Crown Paper Co. are subject to
certain limitations on indebtedness, liens, mergers and acquisitions, asset
sales, investments, joint ventures, capital expenditures and prepayments or
acquisitions of certain indebtedness. The Facility also restricts Crown Paper
Co. from paying cash dividends to the Company. Generally, dividends are limited
to (a) amounts necessary to pay certain personnel and administrative expenses
(not to exceed $800,000 per year), (b) current taxes payable attributable to
Crown Paper Co., and (c) Crown Paper Co.'s share of Equity Proceeds (as defined
in the underlying agreement). The Facility contains customary events of default,
including certain changes of control. The obligations under the Facility are
collateralized by substantially all of the assets of Crown Paper Co.
The Senior Subordinated Notes (the "Notes") are unsecured and interest is
payable semi-annually in March and September. The Notes are redeemable at the
option of Crown Paper Co. on or after September 1, 2000 at a redemption price of
105.5%, which declines to par after September 1, 2003, and thereafter. In the
event of a Change of Control (as defined in the underlying agreement) the
holders of the Notes have the right to require Crown Paper Co. to purchase the
28
<PAGE>
Notes in cash at 101%. The Notes contain covenants, limitations and restrictions
that in general are not more restrictive than those contained in the Facility.
Proceeds from the sale of industrial revenue bonds are used to finance eligible
project costs, of which $1.3 million is included in cash and cash equivalents at
December 27, 1998.
Due to the Company filing Chapter 11 and its potential impact on final
settlement of all prepetition liabilities, it is not practicable to measure the
fair value of the Company's debt as of December 26, 1999. At December 27, 1998
the estimated fair value of the Company's long-term debt instruments was $430.2
million. The fair values of the Company's long-term debt instruments are based
on quoted market prices, estimated based on quoted market prices for similar
issues or estimated by discounting expected cash flows at the rates currently
available to the Company for debt having similar characteristics.
Note 7
Income Taxes
The Company recorded deferred tax benefits for the net operating losses of $60.4
million in 1999, $13.7 million in 1998, and $12.4 million in 1997. The Company
has federal and state net operating loss carryforwards of approximately $155.7
million for 1999 that expire in 2019, $35.4 million for 1998 that expire in
2018, and $31.9 million for 1997 that expire in 2012. The Company made
estimated tax payments of $.6 million in 1999, $.8 million in 1998, and $.7
million in 1997. The Company recorded a valuation allowance against the deferred
tax assets of $49.7 million as of December 26, 1999 and $11.4 million as of
December 27, 1998. This included a reduction of the deferred tax benefit of
$38.0 million in 1999 and $10.6 million in 1998 and the complete offset of tax
assets associated with the minimum pension liability of $.2 million in 1999 and
$.8 million in 1998 with a valuation allowance.
29
<PAGE>
The components of loss before income taxes and extraordinary item were as
follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic $ (88,457) $(225,629) $(40,441)
Foreign 3,984 6,022 5,778
- -----------------------------------------------------------------------------------------------------------------------------
Loss before income taxes $ (84,473) $(219,607) $(34,663)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Income tax expense (benefit) consisted of the following:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands) 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ (693)
State $ 426 $ 730 1,775
Foreign 1,192 1,426 1,497
- -----------------------------------------------------------------------------------------------------------------------------
Total current income tax expense (benefit) 1,618 2,156 2,579
- -----------------------------------------------------------------------------------------------------------------------------
Deferred:
Federal (31,479) (78,054) (13,353)
State (4,472) (8,833) (1,685)
Valuation allowance 38,091 10,527
Foreign (82) 670 327
- -----------------------------------------------------------------------------------------------------------------------------
Total deferred income tax expense (benefit) 2,058 (75,690) (14,711)
- -----------------------------------------------------------------------------------------------------------------------------
Income tax expense (benefit) $ 3,676 $(73,534) $(12,132)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Principal reasons for the differences between the federal statutory income tax
rate on the loss before income taxes and extraordinary item, and the Company's
effective tax rate were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Percent of Pretax Loss
- ------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory income tax rate (35.0)% (35.0)% (35.0)%
State income taxes, net of federal income tax effect (3.8) (3.8) (3.7)
Valuation allowance 45.1 4.7
Amortization of goodwill 1.0 .2 1.0
Other items, net (2.9) .4 2.7
- ------------------------------------------------------------------------------------------------------------------------------
Effective income tax rates 4.4% (33.5)% (35.0)%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The income tax effects of temporary differences that gave rise to the net
deferred tax assets and liabilities as of December 26, 1999 and December 27,
1998, were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
(amounts in thousands) 1999 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Excess of book over tax basis of property, plant and equipment $ 72,157 $ 66,039
Pension benefits, net 16,536 15,407
Other items 3,491 5,475
- -----------------------------------------------------------------------------------------------------------
Total deferred tax liabilities 92,184 86,921
- -----------------------------------------------------------------------------------------------------------
Postretirement benefits other than pensions (32,331) (40,229)
Accrued liabilities (15,559) (27,079)
Net operating loss carryforward (88,906) (28,513)
Other items (1,674) (1,153)
- -----------------------------------------------------------------------------------------------------------
Total deferred tax assets (138,470) (96,974)
- -----------------------------------------------------------------------------------------------------------
Valuation allowance 49,683 11,392
- -----------------------------------------------------------------------------------------------------------
Net deferred tax liability $ 3,397 $ 1,339
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Note 8
Pension and Other Benefit Plans
In connection with the Spin-Off, the Company and James River (now Fort James)
entered into an agreement with the Pension Benefit Guaranty Corporation (the
"PBGC") whereby U.S. pension plans transferred to the Company and corresponding
accumulated participant benefits were frozen (the "Frozen Plans"). New pension
plans (the "New Plans") were then established by the Company that have terms
substantially similar to the Frozen Plans. An agreement between Fort James and
the PBGC provides that, if the PBGC institutes proceedings to terminate a Frozen
Plan, Fort James may either assume sponsorship of the plan or will be
responsible for all liabilities arising from the termination of the plan. Fort
James' contingent obligation with respect to the Frozen Plans will generally end
when there are no unfunded benefit
30
<PAGE>
obligations for the Frozen Plans. Another agreement between Fort James and the
Company (the "Pension Funding Agreement") establishes minimum funding
requirements by the Company for the Frozen Plans that are at least equal to
minimum funding requirements pursuant to Section 412 of the Internal Revenue
Code.
Post-retirement benefit plans ("Other Benefits") are provided for certain
salaried and substantially all hourly employees. Salaried employees hired before
January 1, 1993 generally become eligible for retiree medical benefits after
reaching age 55 with 15 years of service or after reaching age 65. Under the
salaried plan, post-age 65 eligible retirees are reimbursed for a portion of the
cost of premiums of Medicare supplement insurance policies, based upon vested
years of service. Post-age 65 salaried retirees are also reimbursed for certain
prescription drug costs, less deductibles. Pre-age 65 eligible retirees are paid
a stated percentage of covered medical expenses, less deductibles. Salaried
employees hired after January 1, 1993 are not eligible for retiree medical
benefits. Benefits, eligibility and cost-sharing provisions for hourly employees
vary by location and collective bargaining unit. All of the Company's retiree
medical plans are unfunded.
The consolidated financial statements include the present value of
benefit obligations, related components of pension and other benefit costs,
unrecognized net gains and plan assets that were derived from actuarial
calculations.
Summary information on the Company's pension and other benefit plans is as
follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
---------------------------------- ---------------------------------
(amounts in thousands) 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Change in benefit obligation
Benefit obligation at beginning of year $ 307,311 $ 281,048 $ 72,901 $ 70,523
Service cost 7,158 7,314 904 1,174
Interest cost 19,920 20,109 4,591 5,126
Amendment 94 268
Plan participants' contributions 1,407 1,437 1,083 903
Actuarial (gain) loss (17,760) 13,750 (17,287) 415
Benefits paid (18,630) (16,615) (5,170) (5,240)
- ----------------------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year $ 299,500 $ 307,311 $ 57,022 $ 72,901
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Change in plan assets $ 350,851 $ 337,134
Fair value of plan assets at beginning of year 57,882 22,124
Actual return on plan assets 4,070 6,771
Company contributions 1,407 1,437
Plan participants' contributions (20,919) (16,615)
Benefits paid
- ----------------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 393,291 $ 350,851
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Plan assets are invested primarily in domestic equity and fixed income mutual
funds. The following table sets forth the funded status of the Company's
pension plans and other benefit plans at December 26, 1999, and December 27,
1998:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands) Pension Plans Other Benefits Plans
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Funded status (over/(under)funded) $ 93,791 $ 43,540 $ (57,022) $ (72,901)
Unrecognized net gain (55,091) (8,365) (22,378) (20,631)
Unrecognized prior service cost (gain) 9,932 10,011 (3,926) (10,151)
Unrecognized net transition (asset) liability (3,059) 55
Minimum pension liability (2,425) (4,115)
- ----------------------------------------------------------------------------------------------------------------------------
Net asset (liability) $ 43,148 $ 41,126 $ (83,326) $(103,683)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
31
<PAGE>
Amounts applicable to certain of the Company's pension plans with accumulated
benefit obligations and projected benefit obligations in excess of plan assets
are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Projected benefit obligation $18,027 $21,981
Accumulated benefit obligation 18,027 21,653
Fair value of plan assets 16,708 18,474
- --------------------------------------------------------------------------------
</TABLE>
The components of the Company's net pension and other benefit costs, which
include the Company's pension plan in Scotland and exclude the
curtailment/settlement gains and losses as a result of the sale of Berlin-
Gorham, which were included in the loss on sale (see Note 11) were as follows
were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Pension Plans Other Benefit Plans
- ----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands) 1999 1998 1997 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 7,941 $ 7,314 $ 5,310 $ 904 $ 1,174 $ 1,090
Interest cost 19,920 20,109 19,305 4,591 5,126 5,033
Net investment income on plan assets (28,653) (27,511) (69,794)
Net amortization 1,190 730 45,827 (2,749) (3,352) (3,886)
Contributions to multi-employer
pension plans 19 53
- ----------------------------------------------------------------------------------------------------------------------------
Net benefit cost $ 398 $ 661 $ 701 $ 2,746 $ 2,948 $ 2,237
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Net amortization of pension and other benefit costs includes amortization of the
net transition assets, net experience gains and losses, and prior service costs
over 15 to 20 years. The actuarial assumptions used in determining net pension
and other benefit costs and related pension and other benefit obligations were
as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Pension Benefits Other Benefits
- -------------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Discount Rate 7.75% 7.0% 7.75% 7.0%
Assumed rate of increase in compensation levels 4.0% 4.0%
Expected long-term rate of return on plan assets 10.0% 10.0%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Changes in actuarial assumptions for 1999 resulted in a decrease to the net
periodic pension and other benefit costs of $.2 million and the related
accumulated benefit obligation of $4.1 million. The assumed health care cost
trend rate used in measuring the accumulated benefit obligation for other
benefits was 7.0% in 1999, declining by 0.5% per year through 2003 to an
ultimate rate of 5.0%. The effect of a 1% change in the health care cost trend
rate assumptions is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
1% Increase 1% Decrease
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Service and interest cost $ .7 $ .6
Accumulated post-retirement benefit obligation $6.2 $4.9
- ---------------------------------------------------------------------------------------
</TABLE>
Other assets include net noncurrent pension assets of $44.5 million on December
26, 1999 and $43.8 million on December 27, 1998, exclusive of the additional
minimum pension liabilities. Intangible assets of $1.9 million for both years
offset the additional minimum pension liabilities of $2.4 million on December
26, 1999 and $4.1 million on December 27, 1998. The additional minimum pension
liabilities were offset by charges to shareholders' equity on December 26, 1999
of $.5 million and $2.2 million on December 27, 1998, net of no deferred taxes
due to the valuation allowance (see Note 7).
32
<PAGE>
Note 9
Commitments and Contingent Liabilities
Leases
As of December 26, 1999, future minimum rental payments under noncancelable
operating leases were as follows:
<TABLE>
<CAPTION>
(amounts in thousands) Minimum Rentals
- -------------------------------------------------------
<S> <C>
2000 $ 5,242
2001 6,350
2002 5,947
2003 4,411
2004 3,990
Later years 6,820
-------
Total future minimum rentals $32,760
=======
</TABLE>
Rent expense totaled $5.8 million in 1999, $6.5 million in 1998, and $6.6
million in 1997.
Litigation and Environmental Matters
The Company is a party to various legal proceedings generally incidental to its
business and is subject to a variety of environmental protection statutes and
regulations. As is the case with other companies in similar industries, the
Company faces exposure from actual or potential claims and legal proceedings
involving environmental matters. Although the ultimate disposition of legal
proceedings cannot be predicted with certainty, it is the present opinion of the
Company's management that the outcome of any claim that is pending or
threatened, either individually or on a combined basis, will not have a
materially adverse effect on the consolidated financial position of the Company
but could materially affect consolidated results of operations in a given year.
The Company has accrued $10.8 million at December 26, 1999 and $12.2 million at
December 27, 1998 primarily for estimated landfill site restoration, post-
closure and monitoring costs. The Company anticipates to accrue on average less
than $.2 million per year over the approximately 2 to 47 year useful life of the
landfills with slightly higher accruals expected in the next two years. Balances
will be paid out over an extended period of time ranging from 2000 through 2040
and beyond with no material payments estimated for any given year. In addition,
the Company has been identified as a potentially responsible party ("PRP"),
along with others, under the Comprehensive Environmental Response, Compensation
and Liability Act or similar federal and state laws regarding the past disposal
of wastes at 19 sites in the United States. The Company has previously settled
its remediation obligations at 13 of those sites. At 5 other sites, the Company
is one of many potentially responsible parties and its alleged contribution to
the site and remediation obligation is not considered significant. At one other
site, remedial investigation is under way and a loss estimate for the potential
remediation effort costs is not yet possible. However, the Company's accrual for
the remediation investigation effort was $1.1 million at December 26, 1999 and
$.4 million at December 27, 1998. The liabilities can change substantially due
to such factors as the solvency of other potentially responsible parties, the
Company's share of responsibility, additional information on the nature or
extent of contamination, methods and associated costs of remediation required,
and other actions by governmental agencies or private parties. While it is not
feasible to predict the outcome of all environmental liabilities, based on its
most recent review, management estimates the Company's share of the costs of
investigation and remediation of the known sites will not have a material
adverse effect upon the consolidated financial condition of the Company.
Due to uncertainties associated with remediation activities, regulations,
technologies, and the allocation of costs among various other parties, actual
costs to be incurred at identified sites may vary from estimates. Therefore,
management is unable to determine if the ultimate disposition of all known
environmental liabilities will have a material adverse effect on the Company's
consolidated results of operations in a given year. As with most manufacturing
and many other entities, there can be no assurance that the Company will not be
named as a PRP or incur liabilities through other means at additional sites in
the future or that the costs associated with such additional sites would not be
material.
The Environmental Protection Agency signed final rules affecting pulp and paper
industry discharges of wastewater and gaseous emissions ("Cluster Rules"), which
became effective on April 15, 1998. These Cluster Rules require changes in the
pulping, bleaching and/or wastewater treatment processes presently used in some
U.S. pulp and paper mills, including some of the Company's mills. Based on
management's understanding of the rules, the Company estimates that
approximately $22 million of capital expenditures may be required to comply with
the rules with compliance dates that began in 1999 and extend over the next two
to five years. Total capital spending since inception for compliance with the
Cluster Rules is $6.8 million. $3.2 million was spent in 1999 and $3.6 million
was spent in 1998. The Company anticipates capital expenditures of approximately
$8 million during 2000 for compliance with the Cluster Rules. There
33
<PAGE>
are risks and uncertainties associated with the Company's estimate that could
cause total capital expenditures and timing of such expenditures to be
materially different from current estimates, including changes in technology,
interpretation of the rules by government agencies that is substantially
different from the Company's interpretation, or other items.
Note 10
Employee Stock Ownership Plan
Currently the Company sponsors an Employee Stock Ownership Plan ("ESOP") that is
available to substantially all employees of the Company. Participants may elect
to contribute up to 16% of their compensation as pretax contributions under
Internal Revenue Code 401(k). The Company will make matching contributions (up
to a maximum of 6%) based on each participant's contribution. All 944,000 shares
have been allocated under the ESOP plan and there are no unearned shares as of
December 26, 1999 or December 27, 1998.
Prior to the fourth quarter of 1998, the ESOP was leveraged and was funded by
loans from Crown Paper Co., with the proceeds used to purchase shares of the
Company's Common Stock. The last outstanding loan was repaid in 1998. Prior to
the loans being paid off, the Company's annual contributions to the ESOP in the
form of matching contributions was equal to the amount needed by the ESOP to
make the principal and interest payments on the loan.
When the ESOP was leveraged, shares were pledged as collateral for this debt. As
the debt was repaid, shares were released from collateral and allocated to
employees who made 401(k) contributions that year, based on the proportion of
debt service paid in the year. The shares pledged as collateral were reported as
unearned ESOP shares in the consolidated balance sheet. As the Company
recognized compensation expense for its matching contribution, shares were
committed for release from collateral and the shares became outstanding for
earnings per share computations.
Compensation expense for the 401(k) match and the ESOP was $3.4 million in 1999
and $3.8 million in 1998.
Note 11
Sale of Berlin-Gorham
On July 9, 1999, the Company completed the sale of the Berlin-Gorham pulp and
paper mills to ATC. The sale resulted in a charge of $16.2 million, which was
recorded in the first quarter of 1999 and is included within "Asset impairment
and other charges," and consisted of the following elements:
<TABLE>
<CAPTION>
(amounts in millions)
<S> <C>
Fixed asset write-down $16.5
Transaction costs 2.5
Loss on curtailment of pension plans 3.4
Gain on curtailment of other benefit plans (6.2)
-----
Total Charge $16.2
=====
</TABLE>
Net proceeds from the sale of Berlin-Gorham were approximately $42.5 million of
which $15 million was used to pay down Term Loan B, with the remainder used to
pay down the revolving credit facility. In connection with the sale, the Company
retained accounts payable and certain other short-term operating liabilities of
approximately $15 million at July 9, 1999. ATC assumed all environmental
liabilities, except for some immaterial balances that were settled during 1999
as part of Berlin-Gorham operating liabilities retained by the Company. Also the
Company recorded a settlement gain of $12 million for the settlement that
occurred when the post retirement medical liability was assumed by ATC for on-
going employees of Berlin-Gorham.
Note 12
Asset Impairment and Other Charges
During the fourth quarter of 1999, the Company took an additional step toward
asset rationalization by migrating production of medical gown papers and certain
other grades from a mill within the Parchment, Mich. facility to other locations
within the Crown Paper system. Upon completion of the migration of these
products, one mill within the Parchment, Mich. facility was closed and the
Company recorded a charge of $2.8 million within "Asset impairment and other
charges" primarily for the write-off of net fixed assets and stores supplies.
On February 1, 1999, the Company finalized an agreement with the City of Berlin
NH, concerning assessed values and taxability of factory machinery. The Company
reversed a property tax accrual of approximately $8.9 million in the first
quarter of 1999, which relates to amounts over accrued for previous tax years.
During the fourth quarter of 1998, the Company determined that the estimated
future cash flows for certain of its fixed
34
<PAGE>
assets (primarily at the Berlin and Gorham, NH, pulp and paper mills) were
insufficient to recover the net book value of those assets. As an integrated
facility, management considers Berlin-Gorham's pulp and paper mills as a single
asset grouping when assessing and measuring impairment. Management assesses the
recoverability of its investments in long-lived assets to be held and used in
operations whenever events or circumstances indicate that their carrying amounts
may be impaired. Under Statement of Financial Accounting Standards No. 121
management is to review an asset for impairment when a trigger event occurs. The
trigger event for Berlin-Gorham occurred during fourth quarter of 1998 when it
was determined that the facility would generate negative cash flows for the
first time as part of Crown Paper during the year. These negative cash flows
were the result of price decreases for the products manufactured at Berlin-
Gorham. In the fourth quarter of 1998, management completed its 1999 annual
operating plan, which also indicated negative cash flows were anticipated for
Berlin-Gorham during 1999. In September of 1998 management received an
unsolicited bid for Berlin-Gorham that was substantially below its book value.
The combination of recent operating losses, the negative cash flows in 1998,
relatively pessimistic industry forecasts of pricing in 1999, and fourth quarter
due diligence regarding the unsolicited bid lead management to conclude in the
fourth quarter of 1998 that indicators of impairment existed. In the fourth
quarter of 1998, management estimated the future cash flows expected to result
from use of the assets. Estimating future cash flows required an estimate of
future revenues and costs based on expected useful lives of its long-lived
assets, future production volumes and costs, future sales volumes, demand for
the mills' product mix and prices that reflect the use of its long-lived assets
and market conditions. Once net future cash flows were estimated, they were
discounted to their net present value as an estimate of fair value and compared
to the net book value. Also the Company permanently idled a machine at its
Parchment facility. Based on this assessment, a $146.9 million charge was
recorded during the fourth quarter of 1998 to write down impaired and
permanently idled assets to the present value of their estimated future cash
flows.
Also during the fourth quarter of 1998, the Company determined that the co-
generation facility at the St. Francisville, La., mill no longer provided
substantive use or benefit to the mill. Based on this assessment, the Company
recorded a $16.9 million charge during the fourth quarter of 1998, which
represents discounted net future lease payments.
On July 18, 1999 an explosion occurred at the St. Francisville mill with damage
limited primarily to the leased co-generation facility, discussed above. As
allowed under the lease terms, the Company terminated the lease in exchange for
a $16.3 million termination payment in the third quarter of 1999. The
termination payment, which approximated the net present value of future lease
payments, was charged against the reserve established in the fourth quarter of
1998. As a result of the lease termination, the Company took title to the leased
facility and was released from a $24.7 million letter of credit. A $5.1 million
gain (included in "Asset impairment and other charges ") from insurance proceeds
as a result of the explosion was recorded during the later part of 1999. The
insurance proceeds were collected during 1999 and the first quarter of 2000.
During the fourth quarter of 1997, the Company sold approximately 108,000 acres
of timber-producing properties for approximately $36 million and recognized a
gain of $13.5 million.
During the fourth quarter of 1997, the Company closed its Newark, Del., facility
and recorded a charge related to the closure of the mill in the fourth quarter
of 1997 totaling $3.3 million.
Note 13
Severance and Relocation Accruals
During 1999, the Company announced the move of its Oakland, California
headquarters to Cincinnati, Ohio and a reduction of 50 salaried employees from
throughout the Company. Reserves totaling $6.3 million for severance and
relocation costs were recorded during the third and fourth quarters of 1999. The
associated costs are included either in cost of goods sold ($1.8 million) or in
"Asset impairment and other charges" ($4.5 million) depending on whether the
affected employees were part of sales, general and administrative functions or
part of manufacturing operations. Approximately $1.8 million of the severance
accrual is covered benefits through the salaried defined benefit pension plans.
As of December 26, 1999 approximately $.7 million of the liability had been
settled. $.4 million was settled through salaried defined benefit pension plans
and $.3 million was paid by the Company in cash. The remaining liability will be
substantially settled during 2000.
During 1998, the Company accrued $3.0 million within cost of goods sold relating
to the announced 5% work force reduction. The accrual was primarily for
severance and benefit payments to approximately 230 hourly and salaried
employees from manufacturing, maintenance, and office staff. The pay out of
severance benefits for the 1998 work force reduction was completed during 1999.
35
<PAGE>
Note 14
Segment Information
The Company is organized around two segments based primarily on similarities in
products and customers.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(amounts in millions) 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------
Operating income (loss):
<S> <C> <C> <C>
Printing & Publishing Papers $ (8.2) $(166.1) $ 1.0
Specialty Papers (27.1) (6.0) 13.3
- ----------------------------------------------------------------------------------------------------------------
Total $ (35.3) $(172.1) $ 14.3
- ----------------------------------------------------------------------------------------------------------------
EBITDA:
Printing & Publishing Papers $ 43.0 $ 56.7 $ 64.4
Specialty Papers .6 24.5 34.6
Other .4 .7 1.0
- ----------------------------------------------------------------------------------------------------------------
Total $ 44.0 $ 81.9 $100.0
- ----------------------------------------------------------------------------------------------------------------
Total assets:
Printing & Publishing Papers $ 330.8 $ 457.6 $631.4
Specialty Papers 199.6 204.1 222.0
Other 26.4 27.6 27.2
- ----------------------------------------------------------------------------------------------------------------
Total $ 556.8 $ 689.3 $880.6
- ----------------------------------------------------------------------------------------------------------------
Net sales:
Printing & Publishing Papers $ 411.5 $ 512.8 $513.0
Specialty Papers 327.3 338.2 384.5
- ----------------------------------------------------------------------------------------------------------------
Total $ 738.8 $ 851.0 $897.5
- ----------------------------------------------------------------------------------------------------------------
Depreciation and amortization expense:
Printing & Publishing Papers $ 39.5 $ 62.3 $ 63.3
Specialty Papers 22.9 23.7 21.2
- ----------------------------------------------------------------------------------------------------------------
Total $ 62.4 $ 86.0 $ 84.5
- ----------------------------------------------------------------------------------------------------------------
Non-cash Asset impairment, other charges,
and timberland gain:
Printing & Publishing Papers $ (11.5) $(159.9) $ 10.2
Specialty Papers (4.9) (6.9)
- ----------------------------------------------------------------------------------------------------------------
Total $ (16.4) $(166.8) $ 10.2
- ----------------------------------------------------------------------------------------------------------------
Expenditures for property, plant and equipment:
Printing & Publishing Papers $ 17.4 $ 27.2 $ 43.5
Specialty Papers 12.4 13.9 13.0
Other 1.2 1.0 2.8
- ----------------------------------------------------------------------------------------------------------------
Total $ 31.0 $ 42.1 $ 59.3
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Both operating income (as used in the statement of operations) and EBITDA are
used by the Company's chief operating decision makers to assess the performance
of these segments. EBITDA represents income (loss) before income taxes, interest
expense and depreciation and amortization. 1999 EBITDA for printing and
publishing papers excludes the effect of the $16.2 million write down of fixed
assets to their net realizable value due to the sale of Berlin-Gorham, $8.9
million property tax accrual reversal, and severance and other charges related
to cost reduction efforts and the relocation of corporate headquarters for $4.2
million. 1999 EBITDA for specialty papers excludes the effect of a $4.9 million
charge for severance and other charges related to cost reduction efforts and the
relocation of corporate headquarters. 1998 EBITDA for printing and publishing
papers excludes this segment's allocation of $145.2 million for fixed asset
write-downs, a $12.1 million charge for future lease payments for the co-
generation facility at the St. Francisville, La., mill and a severance accrual
of $2.6 million. Specialty papers' 1998 EBITDA excludes $1.7 million for the
fixed asset write-down, a $4.8 million charge for future lease payments for the
co-generation facility at the St. Francisville, La., mill and a severance
accrual of $.4 million. Printing and publishing papers' 1997 EBITDA includes a
$13.5 million gain on sale of timberlands and a $3.3 million charge due to the
closure of the Newark, Del. facility. "Other" consists primarily of corporate
balances not allocated to segments such as prepaid pension assets, deferred
income taxes and the balance sheet effect of certain financing arrangements. The
allocation of pension costs to the segments is actuarially determined. Corporate
general and administrative expenses are allocated based on tons sold.
Note 15
Subsequent Events
Voluntary Filing Seeking Reorganization Under Chapter 11 of the United States
Bankruptcy Code
The sustained losses in recent years resulted in a violation of a tangible net
worth covenant of the senior secured credit facility (the
36
<PAGE>
"Credit Agreement") that occurred upon closing the accounting records for
October 1999. The Company obtained a waiver for this violation and renegotiated
a series of amendments to the Credit Agreement to provide sufficient liquidity
for operations through early March 2000. The amount of liquidity available under
these new amendments was significantly reduced from the levels of liquidity
available prior to the tangible net worth covenant violation. The amendments did
not provide for sufficient liquidity for the Company to pay its interest payment
on the 11% Senior Subordinated Notes due March 1, 2000. As a result of filing
for bankruptcy and not making the March interest payments, the Company is in
default of all debt agreements. All debt balances have been classified as
current on December 26, 1999. On March 15, 2000, the Company, except for its
operating subsidiary in the United Kingdom, filed a voluntary petition seeking
reorganization under Chapter 11 of Title 11 ("Chapter 11") of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the Northern District of California, Oakland Division (the "Bankruptcy
Court"). Also the receivable securitization agreement between Crown Paper,
various lenders and Crown Paper Funding Corp. (a bankruptcy remote and wholly
owned subsidiary of Crown Paper) has been terminated due to the filing of
Chapter 11. All receivables sold through this agreement are being settled as
collected and no new receivables will be sold as of the petition date and
beyond.
To ensure the Company has the capital to continue to operate its business as
normal during the restructuring process, the Company obtained a commitment of
$100 million in debtor-in-possession ("DIP") financing from two lenders under
the prepetition Credit Agreement including the agent bank. The Company is
continuing to implement a restructuring program to reduce costs, improve
operating efficiencies and increase financial flexibility. A plan of
reorganization is being developed. The Company is in possession of its
properties and assets and continues to operate with its existing directors and
officers as a debtor-in-possession. As a debtor-in-possession, the Company is
authorized to operate its business, but may not engage in transactions outside
of the normal course of business without approval, after notice and hearing, of
the Bankruptcy Court. Pursuant to the provisions of the Bankruptcy Code, as of
the petition date, actions to collect prepetition indebtedness owed by the
Company are stayed and other prepetition contractual obligations may not be
enforced against the Company. In addition, as a debtor-in-possession, the
Company has the right, subject to the Bankruptcy Court's approval and certain
other conditions, to assume or reject any prepetition executory contracts and
unexpired leases. Parties affected by these rejections may file claims with the
Bankruptcy Court in accordance with the reorganization process. The Company
cannot presently determine or reasonably estimate the ultimate liability that
may result from rejecting such contracts or leases or from the filing of claims,
and no provisions have been made for these items. Differences between amounts
reflected in such schedules and claims filed by creditors will be investigated
and amicably resolved or adjudicated before the Bankruptcy Court. The ultimate
amount and settlement terms for such liabilities are subject to a plan of
reorganization, and accordingly, are not presently determinable. The Bankruptcy
Court has approved payment of certain prepetition liabilities such as employee
wages and benefits. Furthermore, we expect the Bankruptcy Court to allow for the
retention of legal and financial professionals to advise in the bankruptcy
proceedings. The Company intends to present a plan of reorganization to the
Bankruptcy Court to reorganize the Company's business and to restructure the
Company's obligations.
Note 16
Quarterly Financial Summary (unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
(amounts in thousands) First Second Third Fourth
Quarter Quarter Quarter Quarter Year
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999
Net sales $201,165 $204,882 $166,329 $ 166,386 $ 738,762
Gross margin 8,122 12,995 4,427 3,960 29,504
Net loss (27,003) (14,943) (19,661) (26,542) (88,149)
- ------------------------------------------------------------------------------------------------------------------
1998
Net sales $221,806 $215,413 $211,768 $ 202,007 $ 850,994
Gross margin 8,998 11,982 21,679 11,400 54,059
Net loss before
extraordinary item (11,638) (9,663) (4,297) (120,475) (146,073)
Net loss (11,638) (9,663) (4,297) (115,511) (141,109)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the Company's Board of Directors and compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by
reference from the text under the captions "Election of Directors," "Certain
Information Concerning the Board of Directors and its Committees" and "Section
16(a) Beneficial Ownership Reporting Compliance" included in the Parent's Proxy
Statement.
Information concerning the Company's Executive Officers appears under the
caption "Executive Officers of Crown Paper Co." included in Part I of this Form
10-K.
Item 11. Executive Compensation
Information concerning executive compensation is incorporated herein by
reference from the following tables and related text, which are included in the
Parent's Proxy Statement: Summary Compensation Table, Options/SAR Grants in
1999, Aggregated Option/SAR Exercises in 1999 and Fiscal Year End Option/SAR
Values, and Approximate Annual Pension Benefit at Age 65.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions with
officers and directors is incorporated herein by reference from the text under
the caption "Certain Relationships and Related Transactions" included in the
Parent's Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Exhibits
All exhibits, including those incorporated by reference:
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
2.1(1) Form of Contribution Agreement among Crown Paper Co. ("Crown
Paper"), Crown Vantage, Inc. ("Crown Vantage"), James River
Corporation of Virginia ("JRC") and James River Paper Company, Inc.
("James River Paper")
3.1(1) Articles of Incorporation of Crown Paper
3.2(4) Articles of Amendment to the Articles of Incorporation dated May 13,
1996 and July 31, 1996
3.3(13) Restated Bylaws of Crown Paper
3.4(1) Articles of Designation for Preferred Shares, Series A
4.1(1) Form of Rights Agreement between Crown Vantage and Norwest Bank
Minnesota, N.A., as Rights Agent
10.1(1) Form of Tax Sharing Agreement among JRC, James River Paper, Crown
Vantage and Crown Paper
10.2(1) Form of Environmental Services Agreement between James River Paper and
Crown Paper
10.3(1) Form of Pulp Technology Services Agreement between James River Paper
and Crown Paper
10.4(1) Form of Cottonwood Pedigreed Plant Material Agreement between James
River Paper and Crown Paper
10.5(1) Form of Landfill Agreement between James River Paper and Crown Paper
10.6(1) Form of Allocation Agreement among JRC, James River Paper and Crown
Paper
10.7(1) Form of Pension Funding Agreement among Crown Paper, Crown Vantage and
James River
10.8(1) Form of Guaranty Support Agreement among Crown Paper, Crown Vantage and
James River
10.9(1) Form of Eureka Trademark Agreement
10.10(1) Form of Crown Vantage Stock Option Plan for Outside Directors **
10.11(6) Crown Vantage Inc. Stock Award Plan for Outside Directors (as
amended) **
10.12(6) Second Amendment to the Crown Vantage Inc. Stock Award Plan for
Outside Directors **
10.13(5) Crown Vantage Inc. 1995 Incentive Stock Plan **
10.14(1) Form of Crown Vantage Inc. Stock Plus Employee Stock Ownership Plan **
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
10.15(3) Form of Employment Agreement for Ernest S. Leopold dated December 5,
1995 **
10.16(2) Form of Nonstatutory Stock Option with Reload Feature Agreement under
the Registrant's 1995 Omnibus Incentive Stock Plan **
10.17(2) Form of Restricted Stock Award Agreement under the Registrant's 1995
Omnibus Incentive Stock Plan **
10.18(2) Form of Nonstatutory Stock Option Agreement under the Registrant's
1995 Stock Option Plan for Outside Directors **
10.19(2) Form of Restricted Stock Award Agreement under the Registrant's 1995
Stock Award Plan for Outside Directors **
10.20(3) Form of Agreement (Severance) dated December 5, 1995 **
10.21(3) Form of Amendment No. 1 to the Crown Vantage Inc. Stock Plus Employee
Stock Ownership Plan
10.22(1) Indenture between the Bank of New York, as trustee, and the Company,
relating to the Notes
10.23(6) First Supplemental Indenture between the Bank of New York, as trustee,
and the Company, relating to the Notes
10.24(1) Bank Credit Agreement among Morgan Guaranty Trust Company of New York,
as Agent, the Banks named therein, Crown Paper and Crown Vantage
10.25(6) Amendment No. 1 to Credit Agreement
10.26(6) Amendment No. 2 to Credit Agreement
10.27(6) Receivables Purchase Agreement
10.28(6) Purchase and Sale Agreement (relating to Receivables Purchase
Agreement)
10.29(6) Loan Agreement between Business Finance Authority of the State of New
Hampshire and Crown Paper Co.
10.30(6) Refunding Loan Agreement between Business Finance Authority of the
State of New Hampshire and Crown Paper Co.
10.31(8) Amendment No. 3 to Credit Agreement
10.32(8) Amendment No. 4 to Credit Agreement
10.33(7) Option and Settlement Agreement Between Fort James Corporation and
Crown Vantage, relating to the PIK Notes
10.34(9) Amendment No. 1 to Form of Agreement (Severance) (a management contract) **
10.35(10) Form of Agreement - Deferred Stock Awards for Selected Salaried
Employees **
10.36(10) Form of Agreement - Deferred Stock Awards for Senior Officers **
10.37(10) Description of Temporary Enhanced Severance **
10.38(11) Form of Employment Agreement (amendment No. 2) for Ernest S. Leopold
dated September 11, 1998 **
10.39(11) Amendment No. 5 to Credit Agreement
10.40(12) Amendment No. 6 to Credit Agreement
10.41(12) Second Supplemental Indenture between the Bank of New York, as
trustee, and the Company, relating to the Notes
10.42(13) Amendment No. 7 to the Credit Agreement
10.43(13) Asset Purchase Agreement of Berlin-Gorham pulp and paper mills from
Crown Vantage and Crown Paper Co. to American Tissue Holdings Inc .
10.44(14) Amendment No. 8 to the Credit Agreement
10.45(15) Employment Agreement with Chief Executive Officer, (a management contract) **
10.46(15) Employment Agreement with Chief Financial Officer, (a management contract) **
10.47(15) Amendment No. 2 Form of Agreement (severance) (a management contract)**
10.48(15) Separation and General Release Agreement with Christopher M. McLain (severance) **
10.49(15) Employment Agreement with Senior Vice President, Administration and General Counsel, **
10.50(15) Employment Agreement with Senior Vice President, Printing and Publishing Papers
10.51(15) Separation and General Release Agreement with Antoinette S. Gabriel (severance) **
10.52(15) Separation and General Release Agreement with Katie Cutler (severance) **
10.53* Amendment No. 9 to the Credit Agreement
10.54* Amendment No. 10 to the Credit Agreement
10.55* Amendment No. 11 to the Credit Agreement
27* Financial Data Schedule
</TABLE>
- -------------
(1) Previously filed as Exhibits to Crown Paper Inc. Registration Statement No.
33-93494 on Form S-1 filed with the Securities and Exchange Commission
("SEC") on June 15, 1995 and all amendments thereto, concerning the
offering of the $250,000,000 aggregate amount of Senior Subordinated Notes
due 2005 to be issued by Crown Paper Co.
(2) Previously filed as Exhibits to Crown Vantage Inc. Form 10-Q for the
quarterly period ended September 24, 1995.
(3) Previously filed as Exhibits to Crown Vantage Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995.
(4) Previously filed as Exhibits to Crown Vantage Inc. Registration Statement
No. 333-09361 on Form S-8 and to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended June 30, 1996, respectively.
(5) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended September 29, 1996.
39
<PAGE>
(6) Previously filed as Exhibits to Crown Vantage Inc.'s Annual Report on Form
10-K for the year ended December 29, 1996
(7) Previously filed in Form 8-K dated March 25, 1998.
(8) Previously filed as Exhibits to Crown Vantage Inc.'s Annual Report on Form
10-K for the year ended December 28, 1997
(9) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended March 29, 1998.
(10) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended June 28, 1998.
(11) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended September 28, 1998.
(12) Previously filed as Exhibits to Crown Vantage Inc.'s Annual Report on Form
10-K for the year ended December 27, 1998
(13) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended March 28, 1999.
(14) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended June 27, 1999.
(15) Previously filed as Exhibits to Crown Vantage Inc.'s report on Form 10-Q
for the quarter ended September 26, 1999.
* Included as an exhibit herein.
** Indicates management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
Current Report, previously filed on Form 8-K dated December 6, 1999 relating to
successful amendment of debt covenants for the fourth quarter of 1999.
Current Report, previously filed on Form 8-K dated March 1, 2000 relating to the
Company reaching agreement for additional liquidity and seeking recapitalization
of the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
March 24, 2000 Crown Paper Co.
(Registrant)
/s/ R. Neil Stuart
- ----------------------------
R. Neil Stuart,
Executive Vice President
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Evan C. Davis, and R. Neil Stuart, and
each of them, his or her true and lawful agent, proxy and attorney-in-fact, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to (i) act on, sign and file
with the Securities and Exchange Commission any and all amendments to this
report on Form 10-K together with all schedules and exhibits thereto, (ii) act
on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, and (iii) take any
and all actions which may be necessary or appropriate to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby
approving, ratifying and confirming all that such agent, proxy and attorney-in-
fact or any of his or her substitutes may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 24, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<C> <S>
/s/ George B. James Chairman and Director
- -------------------------------------
George B. James
/s/ Robert A. Olah Chief Executive Officer, President and Director
- -------------------------------------
Robert A. Olah
/s/ E. Lee Showalter Director
- -------------------------------------
E. Lee Showalter
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<C> <S>
/s/ William D. Walsh Director
- -------------------------------------
William D. Walsh
/s/ James S. Watkinson Director
- -------------------------------------
James S. Watkinson
/s/ Donna L. Weaver Director
- -------------------------------------
Donna L. Weaver
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on March 24, 2000.
Signature Title
- --------- -----
<C> <S>
/s/ R. Neil Stuart Chief Financial Officer
- -------------------------------------
R. Neil Stuart
</TABLE>
41
<PAGE>
EXHIBIT 10.53
EXECUTION COPY
AMENDMENT NO. 9 TO CREDIT AGREEMENT
AMENDMENT dated as of December 6, 1999 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 (as amended, the AAgreement");
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
-----------------------
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment to the Definition of Consolidated EBITDA.
---------------------------------------------------
(a) The definition of "Consolidated EBITDA" set forth in Section 1.1
of the Agreement is amended to read in its entirety as follows:
"Consolidated EBITDA" means, for any fiscal period, Consolidated EBIT for
such period plus, to the extent deducted in determining Consolidated Net Income
for such period, (i) the aggregate amount of depreciation, amortization, non-
cash incentive compensation expense and other similar non-cash charges, (ii)
solely for any period ended on or prior to December 31, 1997 and solely to the
extent not included in clause (i), the lesser of (x) the aggregate amount of
write-downs, write-offs or reserves with respect to the rebuild of the Number
One Paper Machine at St. Francisville and (y) $2,500,000, (iii) solely for any
period ended on or prior to December 31, 1998 and solely to the extent not
included in clause (i), (x) the aggregate amount of write-offs with respect to
the stream of lease payments on a co-generation facility at St. Francisville, up
to $17,000,000 in the aggregate and (y) the aggregate amount of December non-
recurring charges
<PAGE>
with respect to environmental compliance and workers compensation costs, up to
$5,000,000 in the aggregate, in each case as described by the Borrower to the
Banks prior to the date of effectiveness of Amendment No.6 to this Agreement
dated as of December 11, 1998 among the Borrower, Holdings, the Banks and the
Administrative Agent and (iv) solely to the extent not included in clause (i),
the one-time charges listed on Schedule A to this Agreement, so long as such
charges are incurred after the date of effectiveness of the Waiver under this
Agreement dated as of November 24, 1999 among the Borrower, Holdings, the Banks
and the Administrative Agent and on or prior to December 25, 1999.
(b) A new Schedule A to the Agreement is added, to read in its entirety as
set forth on Schedule A hereto.
SECTION 3. Amendment of Cash Flow Ratio Covenant. Section 5.12 of the
-------------------------------------
Agreement is amended to read in its entirety as follows:
SECTION 5.12. Cash Flow Ratio. As of the last day of each fiscal
---------------
quarter of the Borrower set forth below, the Cash Flow Ratio at such day will
not be less than the ratio set forth below opposite such fiscal quarter:
<TABLE>
<CAPTION>
Fiscal Quarter Ratio
-------------- -----
<S> <C>
Fourth quarter of 1998 fiscal year 0.145:1
First quarter of 1999 fiscal year 0.13:1
Second quarter of 1999 fiscal year 0.12:1
Third quarter of 1999 fiscal year 0.10:1
Fourth quarter of 1999 fiscal year 0.077:1
Thereafter 0.20:1
</TABLE>
SECTION 4. Amendment of Interest Coverage Ratio Covenant. Section
---------------------------------------------
5.13 of the Agreement is amended to read in its entirety as follows:
SECTION 5.13. Interest Coverage Ratio. As of the last day of each
-----------------------
fiscal quarter of the Borrower set forth below, the Interest Coverage Ratio at
such day will not be less than the ratio set forth below opposite such fiscal
quarter:
2
<PAGE>
<TABLE>
<CAPTION>
Fiscal Quarter Ratio
-------------- -----
<S> <C>
Fourth quarter of 1998 fiscal year 1.50:1
First quarter of 1999 fiscal year 1.42:1
Second quarter of 1999 fiscal year 1.30:1
Third quarter of 1999 fiscal year 1.09:1
Fourth quarter of 1999 fiscal year 0.78:1
Thereafter 2.50:1
</TABLE>
SECTION 5. Amendment of Minimum Consolidated Tangible Net Worth.
----------------------------------------------------
Section 5.14 of the Agreement is amended to read in its entirety as follows:
SECTION 5.14. Minimum Consolidated Tangible Net Worth. Consolidated
---------------------------------------
Tangible Net Worth will at no time during any fiscal period set forth below be
less than the amount set forth in the table below opposite such period; provided
that calculations of Consolidated Tangible Net Worth shall exclude the effect of
(x) (i) the aggregate amount of the pretax write-offs with respect to the stream
of lease payments on a co-generation facility at St. Francisville, up to
$17,000,000 in the aggregate, (ii) the aggregate amount of the pretax December
non-recurring charges with respect to environmental compliance and workers
compensation costs, up to $5,000,000 in the aggregate and (iii) the aggregate
amount of the potential pre-tax non-cash asset write-downs, up to $195,000,000
in the aggregate, in each case as described by the Borrower to the Banks prior
to the date of effectiveness of Amendment No. 6 to this Agreement dated as of
December 11, 1998 among the Borrower, Holdings, the Banks and the Administrative
Agent and (y) the one-time charges listed on Schedule A to this Agreement, so
long as such charges are incurred after the date of effectiveness of the Waiver
under this Agreement dated as of November 24, 1999 among the Borrower, Holdings,
the Banks and the Administrative Agent and on or prior to December 25, 1999.
<TABLE>
<CAPTION>
Period Amount
- --------------------------------------------------------------------------------
<S> <C>
From 6/30/98 to but excluding the last $ 50,000,000
day of the first quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the first quarter of 1999 $ 75,000,000
fiscal year to but excluding the last
day of the second quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the second quarter of 1999 $ 60,000,000
fiscal year to but excluding the last
day of the third quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Period Amount
- --------------------------------------------------------------------------------
<S> <C>
Last day of the third quarter of 1999 $ 35,600,000
fiscal year to but excluding the last
day of the fourth quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the fourth quarter of 1999 $ 25,000,000
fiscal year to and including February
15, 2000
- --------------------------------------------------------------------------------
Thereafter $100,000,000
- --------------------------------------------------------------------------------
</TABLE>
SECTION 6. Limited Use of Proceeds. A new Section 5.28 to the
-----------------------
Agreement is added immediately after Section 5.27 thereof, to read in its
entirety as follows:
SECTION 5.28. Use of Proceeds. The Borrower shall apply the proceeds
---------------
of any Loans or any Letters of Credit only to finance operating expenses
and capital expenditures.
SECTION 7. Financial Advisor. Section 9.3(a) of the Agreement is
-----------------
amended by adding the following phrase at the end of clause (i) thereof:
and all fees and expenses of any financial advisor reasonably acceptable to
the Borrower hired by or on behalf or for the benefit of the Administrative
Agent or the Collateral Agent pursuant to an engagement letter reasonably
acceptable to the Borrower (and the Borrower agrees that it shall cooperate
fully with any such financial advisor)
SECTION 8. Increase in Pricing. The Pricing Schedule to the
-------------------
Agreement is amended by adding the following sentence at the end of the
paragraph immediately following the table set forth therein:
In addition, each of the rates set forth in the table above opposite
"Applicable Euro-Dollar Margin", "Applicable Base Rate Margin" and "Letter
of Credit Fee Rate" and the "Applicable Base Rate Margin" for Tranche B
Loans and "Applicable Euro Dollar Margin" for Tranche B Loans shall be
increased by 0.50% on any date on and after the date of effectiveness of
Amendment No. 9 dated as of December 6, 1999 to this Agreement among the
Borrower, Holdings, the Banks and the Administrative Agent, and such
increase shall be effective, retroactively, as of the date of effectiveness
of the Waiver under this Agreement dated as of November 24, 1999 among the
Borrower, Holdings, the Banks and the Administrative Agent.
4
<PAGE>
SECTION 9. Decrease in Minimum Borrowing Amount. Section 2.1(d) of
------------------------------------
the Agreement is amended to read in its entirety as follows:
(d) Minimum Amount of Each Borrowing. Each Borrowing under this
--------------------------------
Section 2.1 shall be in an aggregate principal amount of $2,500,000 or any
larger multiple of $1,000,000 (except that any Revolving Credit Borrowing may be
in an aggregate amount available in accordance with Section 3.2(c)(ii)) and
shall be made from the several Banks ratably in proportion to their respective
Commitments of the relevant Class.
SECTION 10. Limitation on New Extensions of Credit. (a) The Borrower
--------------------------------------
agrees that:
(i) it shall not deliver a Notice of Borrowing or a Notice of Issuance
under the Agreement or otherwise request any Bank (including any Issuing Bank)
to extend any credit to the Borrower under the Agreement if, after giving effect
to the Borrowing requested in any such Notice of Borrowing or the issuance of
any Letter of Credit requested in any such Notice of Issuance (including without
limitation any such Notice pursuant to which the Borrower requests the extension
of the maturity date of an outstanding Letter of Credit), the aggregate
Revolving Credit Outstandings of all the Banks would exceed (x) on any date on
or prior to December 26, 1999, $121,451,748 and (y) on any date thereafter,
$131,451,748 and (ii) notwithstanding any provision of the Agreement (including
Sections 2.1, 2.13 and 3.2 thereof), on and after the date hereof, no Bank
(including any Issuing Bank) shall be required to make any Loan, or issue or
participate in any Letter of Credit (including without limitation any Letter of
Credit the maturity of which has been or is proposed to be extended) if, after
giving effect to the making of such Loan or the issuance or participation in
such Letter of Credit, the Revolving Credit Outstandings of such Bank would
exceed such Banks' pro rata share (calculated based on its Revolving Credit
Commitment) of the aggregate Revolving Credit Outstandings permitted pursuant to
clause (i). The parties hereto acknowledge and agree that nothing in the
immediately preceding sentence shall be construed to prohibit the Borrower from
delivering a Notice of Interest Rate Election pursuant to Section 2.14 of the
Agreement with respect to any Loan outstanding on the date hereof or permitted
to be made pursuant to the immediately preceding sentence and continuing or
converting such Loan on the terms set forth in such Notice of Interest Rate
Election, subject to the provisions of Section 2.14.
(b) The amendments effected by Sections 2, 3, 4 and 5 of this Amendment
are expressly conditioned upon compliance by the Borrower with the provisions of
subsection (a) of this Section 10 and shall cease to be in full force and effect
upon failure by the Borrower to comply with the provisions of such subsection.
(c) The parties hereto acknowledge and agree that, effective as of the
date of effectiveness of this Amendment, the waivers granted in Section 2 of the
Waiver under
5
<PAGE>
the Agreement dated as of November 24, 1999 among the Borrower, Holdings, the
Banks and the Administrative Agent shall expire.
SECTION 11. Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of New York.
SECTION 12. Representations of Borrower. The Borrower represents and
----------------------------
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the date of
effectiveness of this Amendment and (ii) after giving effect to this Amendment,
no Default will have occurred and be continuing on such date.
SECTION 13. Reaffirmation of Obligations. The Credit Agreement, as
----------------------------
specifically amended hereby, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The Borrower
confirms that it has requested Letters of Credit in an aggregate amount of
$8,451,748 be issued under the Credit Agreement and those Letters of Credit are
outstanding on the date hereof. The Borrower confirms that it has requested
Loans in an aggregate amount of $191,667,852 be issued under the Credit
Agreement and those Loans are outstanding on the date hereof.
SECTION 14. Counterparts; Effectiveness. This Amendment may be
---------------------------
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective (subject to Section 10(b)) on
the date on which the Administrative Agent shall have received (i) duly executed
counterparts hereof signed by the Borrower and the Required Banks (or, in the
case of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party) and (ii) for the account of each Bank that has delivered an
executed counterpart hereof (or telegraphic, telex or other written confirmation
of execution of a counterpart hereof) to the Administrative Agent on or prior to
December 6, 1999, an amendment fee in an amount equal to 0.15% of the sum of
such Banks's Revolving Commitment plus outstanding Tranche A Loans plus
---- ----
outstanding Tranche B Loans, in each case on December 6, 1999.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By
---------------------------------------------
Name:
Title:
CROWN VANTAGE INC.
By
---------------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By
---------------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
---------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
---------------------------------------------
Name:
Title:
7
<PAGE>
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By
---------------------------------------------
Name:
Title:
By
---------------------------------------------
Name:
Title:
CHRISTIANIA BANK og KREDITKASSE
By
---------------------------------------------
Name:
Title:
By
---------------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By
---------------------------------------------
Name:
Title:
By
---------------------------------------------
Name:
Title:
8
<PAGE>
FIRST SOURCE FINANCIAL LLP, by FIRST SOURCE
FINANCIAL, INC.,
its Agent/Manager
By
---------------------------------------------
Name:
Title:
HSBC BANK USA
By
---------------------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By
---------------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset Management, LP,
as Investment Advisor
By
---------------------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By
---------------------------------------------
Name:
Title:
9
<PAGE>
NATEXIS BANQUE BFCE
By
---------------------------------------------
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
---------------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
---------------------------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By
---------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
---------------------------------------------
Name:
Title:
10
<PAGE>
SOUTHERN PACIFIC BANK
By
---------------------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By
---------------------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By
---------------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
---------------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By
---------------------------------------------
Name:
Title:
11
<PAGE>
BANK OF AMERICA, N.A.
By
---------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORP.
By
---------------------------------------------
Name:
Title:
SEQUILS - PILGRIM I LTD
By
---------------------------------------------
Name:
Title:
SRV HIGHLAND INC
By
---------------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY,
as Administrative Agent
By
---------------------------------------------
Name:
Title:
12
<PAGE>
Schedule A
CROWN PAPER CO.
Potential Q4 1999 Charges
Charges are not included in Q4 1999 Forecast
<TABLE>
<CAPTION>
Cash Timing of
Non-Cash Cash Flow
-------------- -----------------
<S> <C> <C> <C>
Mill Closure-Parchmont MI
Fixed asset write-offs $ 2,252 Non-Cash N/A
Other non-cash (stores, supplies) 707 Non-Cash N/A
Severance 300 Cash 1st and 2nd Qtr
------- of 2000
3,259
Headcount Reduction 4,600 Cash 1st - 4th Qtr of
2000
Workers Compensation 1,000 Cash 2nd Qtr of 2000
Landfill site restoration, remediation 2nd Qtr of 2000
and monitoring 2,000 Cash and beyond
Inventory reserves 1,500 Non-Cash N/A
=======
Headquarters move, other 641 Cash 1st and 2nd Qtr
------- of 2000
$13,000
</TABLE>
13
<PAGE>
EXHIBIT 10.54
EXECUTION COPY
AMENDMENT NO. 10 TO CREDIT AGREEMENT
AMENDMENT dated as of February 15, 2000 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC., the BANKS listed on the signature pages hereof
(the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of August 15, 1995 (as amended, the "Agreement");
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
-----------------------
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Minimum Consolidated Tangible Net Worth.
----------------------------------------------------
Section 5.14 of the Agreement is amended to read in its entirety as follows:
SECTION 5.14. Minimum Consolidated Tangible Net Worth. (a)
---------------------------------------
Consolidated Tangible Net Worth will at no time during any fiscal period set
forth below be less than the amount set forth in the table below opposite such
period; provided that calculations of Consolidated Tangible Net Worth shall
exclude the effect of (x) (i) the aggregate amount of the pretax write-offs with
respect to the stream of lease payments on a co-generation facility at St.
Francisville, up to $17,000,000 in the aggregate, (ii) the aggregate amount of
the pretax December non-recurring charges with respect to environmental
compliance and workers compensation costs, up to $5,000,000 in the aggregate and
(iii) the aggregate amount of the potential pre-tax non-cash asset write-downs,
up to $195,000,000 in the aggregate, in each case as described by the Borrower
to the Banks prior to the date of effectiveness of Amendment No. 6 to this
Agreement dated as of December 11, 1998 among the Borrower, Holdings, the Banks
and the
<PAGE>
Administrative Agent and (y) the one-time charges listed on Schedule A
to this Agreement, so long as such charges are incurred after the date of
effectiveness of the Waiver under this Agreement dated as of November 24, 1999
among the Borrower, Holdings, the Banks and the Administrative Agent and on or
prior to December 25, 1999.
<TABLE>
<CAPTION>
Period Amount
- --------------------------------------------------------------------------------
<S> <C>
From 6/30/98 to but excluding the last $ 50,000,000
day of the first quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the first quarter of 1999 $ 75,000,000
fiscal year to but excluding the last
day of the second quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the second quarter of 1999 $ 60,000,000
fiscal year to but excluding the last
day of the third quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the third quarter of 1999 $ 35,600,000
fiscal year to but excluding the last
day of the fourth quarter of 1999
fiscal year
- --------------------------------------------------------------------------------
Last day of the fourth quarter of 1999 $ 25,000,000
fiscal year to and including February
28, 2000
- --------------------------------------------------------------------------------
Thereafter $100,000,000
- --------------------------------------------------------------------------------
</TABLE>
SECTION 3. Limitation on New Extensions of Credit. (a) The Borrower
--------------------------------------
agrees that:
(i) it shall not deliver a Notice of Borrowing or a Notice of Issuance
under the Agreement or otherwise request any Bank (including any Issuing Bank)
to extend any credit to the Borrower under the Agreement if, after giving effect
to the Borrowing requested in any such Notice of Borrowing or the issuance of
any Letter of Credit requested in any such Notice of Issuance (including without
limitation any such Notice pursuant to which the Borrower requests the extension
of the maturity date of an outstanding Letter of Credit), the aggregate
Revolving Credit Outstandings of all the Banks would exceed (x) on any date on
or prior to December 26, 1999, $121,451,748 and
2
<PAGE>
(y) on any date thereafter, $131,451,748 and (ii) notwithstanding any provision
of the Agreement (including Sections 2.1, 2.13 and 3.2 thereof), on and after
the date hereof, no Bank (including any Issuing Bank) shall be required to make
any Loan, or issue or participate in any Letter of Credit (including without
limitation any Letter of Credit the maturity of which has been or is proposed to
be extended) if, after giving effect to the making of such Loan or the issuance
or participation in such Letter of Credit, the Revolving Credit Outstandings of
such Bank would exceed such Banks' pro rata share (calculated based on its
Revolving Credit Commitment) of the aggregate Revolving Credit Outstandings
permitted pursuant to clause (i). The parties hereto acknowledge and agree that
nothing in the immediately preceding sentence shall be construed to prohibit the
Borrower from delivering a Notice of Interest Rate Election pursuant to Section
2.14 of the Agreement with respect to any Loan outstanding on the date hereof or
permitted to be made pursuant to the immediately preceding sentence and
continuing or converting such Loan on the terms set forth in such Notice of
Interest Rate Election, subject to the provisions of Section 2.14.
(b) The amendments effected by Section 2 of this Amendment are expressly
conditioned upon compliance by the Borrower with the provisions of subsection
(a) of this Section 3 and shall cease to be in full force and effect upon
failure by the Borrower to comply with the provisions of such subsection.
SECTION 4. Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of New York.
SECTION 5. Representations of Borrower. The Borrower represents and
----------------------------
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the date of
effectiveness of this Amendment and (ii) after giving effect to this Amendment,
no Default will have occurred and be continuing on such date.
SECTION 6. Reaffirmation of Obligations. The Credit Agreement, as
----------------------------
specifically amended hereby, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The Borrower
confirms that as of the close of business on February 3, 2000, it had requested
that Letters of Credit in an aggregate amount of $8,364,748 be issued under the
Credit Agreement and those Letters of Credit were outstanding on such date. The
Borrower also confirms that as of the close of business on February 3, 2000, it
had requested Loans in an aggregate amount of $198,007,207.80 under the Credit
Agreement and those Loans were outstanding on such date.
SECTION 7. Counterparts; Effectiveness. This Amendment may be signed
---------------------------
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This
3
<PAGE>
Amendment shall become effective (subject to Section 3(b)) on the date on which
the Administrative Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and the Required Banks (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party), and (ii) evidence satisfactory to it that the Borrower has paid in full
all fees and expenses of the Administrative Agent payable pursuant to Section
9.3 of the Credit Agreement with respect to which the Borrower shall have
received any invoice, it being understood that the failure of the Administrative
Agent to have provided invoices with respect to such fees and expenses prior to
the date hereof does not constitute a waiver of, or otherwise affect, the
Administrative Agent's right to reimbursement for such fees and expenses.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
CROWN PAPER CO.
By
--------------------------------------------
Name:
Title:
CROWN VANTAGE INC.
By
--------------------------------------------
Name:
Title:
4
<PAGE>
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By
--------------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
--------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
--------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
5
<PAGE>
CHRISTIANIA BANK og KREDITKASSE
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By
--------------------------------------------
Name:
Title:
6
<PAGE>
HSBC BANK USA
By
--------------------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By
--------------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset Management, LP,
as Investment Advisor
By
--------------------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By
--------------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE
By
--------------------------------------------
Name:
Title:
7
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
--------------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
--------------------------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By
--------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
--------------------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By
--------------------------------------------
Name:
Title:
8
<PAGE>
VAN KAMPEN SENIOR INCOME
TRUST
By: Van Kampen Investment Advisory Corp.
By
--------------------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By
--------------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
--------------------------------------------
Name:
Title:
9
<PAGE>
PILGRIM PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By
--------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By
--------------------------------------------
Name:
Title:
BEAR STEARNS INVESTMENT
PRODUCTS INC.
By
--------------------------------------------
Name:
Title:
SEQUILS - PILGRIM I LTD
By
--------------------------------------------
Name:
Title:
SRV HIGHLAND INC
By
--------------------------------------------
Name:
Title:
10
<PAGE>
MORGAN GUARANTY TRUST COMPANY,
as Administrative Agent
By
--------------------------------------------
Name:
Title:
11
<PAGE>
EXHIBIT 10.55
EXECUTION COPY
AMENDMENT NO. 11 TO CREDIT AGREEMENT
AMENDMENT dated as of February 28, 2000 among CROWN PAPER CO. (the
"Borrower"), CROWN VANTAGE INC. ( "Holdings"), the BANKS listed on the signature
pages hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit Agreement
dated as of August 15, 1995 (as amended, the "Credit Agreement") and desire to
amend the Credit Agreement to, among other things, adjust certain fees and
interest rates, and waive certain obligations of the Borrower for a limited
period of time;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein that is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after the Amendment No. 11
Effective Date, refer to the Credit Agreement as amended hereby.
Section 2. Changes and Additions to Definitions. (a) Section 1.1 of the
Credit Agreement is amended by inserting the following defined terms thereto in
appropriate alphabetical order:
"Amendment No. 11 Effective Date" means the date of the effectiveness
of Amendment No. 11 to this Agreement.
"Expense Retainer" means an advance held by the Administrative Agent
on account of its fees and expenses as provided for in Section 9.3(a) of
this Agreement.
"Letter of Credit Fee Rate" means, for any date on and after the
Amendment No. 11 Effective Date, the Applicable Base Rate Margin for the
Revolving Credit Loans on such date plus 1.25%.
(b) The following defined terms contained in Section 1.1 of the Credit
Agreement are hereby amended as follows:
<PAGE>
"Applicable Base Rate Margin" means, (in each case on and after the
Amendment No. 11 Effective Date), with respect to the Revolving Credit
Loans and the Tranche B Loans (a) on and after the Amendment No. 11
Effective Date and through and including August 30, 2000, 2.5%, (b) on and
after August 31, 2000 and through and including September 30, 2000, 3.5%
and (c) thereafter, during each calender month until the Maturity Date, the
Applicable Base Rate Margin in effect during the immediately preceding
calendar month plus .25%.
"Asset Sale" means any sale, lease or other disposition (including any
such transaction effected by way of merger or consolidation) by the
Borrower or any of its Subsidiaries of any asset, including without
limitation any sale-leaseback transaction, whether or not involving a
capital lease, but excluding (i) dispositions of inventory, cash, cash
equivalents and other cash management investments and obsolete, worn-out or
surplus equipment, in each case in the ordinary course of business, (ii)
dispositions to the Borrower or a Subsidiary of the Borrower, (iii)
Permitted Receivables Dispositions and (iv) dispositions pursuant to the
Settlement, provided that a disposition of assets not excluded by clauses
--------
(i) through (iv) above during any fiscal year and consummated prior to the
Amendment No. 11 Effective Date shall not constitute an Asset Sale unless,
and then only to the extent that, the aggregate Net Cash Proceeds from such
disposition, when combined with all other such dispositions previously made
during such fiscal year, exceeds $5,000,000.
.
"Commitment Fee Rate" means, for any date on and after the Amendment
No. 11 Effective Date, 1.00% per annum.
"Waiver Termination Notice" means a written notice from the Required
Banks (in their sole discretion), advising the Borrower that the waivers
granted in Section 15 of Amendment No. 11 to this Agreement have been
rescinded.
(c) The defined terms "Applicable Euro-Dollar Margin" and "Pricing
Schedule" contained in Section 1.1 of the Credit Agreement are hereby deleted.
Section 3. Methods of Borrowing. Section 2.2(a) of the Credit Agreement
is hereby amended to read in full as follows:
(a) The Borrower shall give the Administrative Agent notice (a "Notice of
Borrowing") not later than 10:00 A.M. (New York City time) on the date of each
Base Rate Borrowing, specifying:
(i) the date of such Borrowing, which shall be a Domestic Business
Day;
(ii) the aggregate amount of such Borrowing; and
2
<PAGE>
(iii) the Class of the Loans comprising such Borrowing.
Section 4. Interest Rates. Section 2.5 of the Credit Agreement is hereby
amended to read in full as follows:
SECTION 2.5 Interest Rates. (a) Each Base Rate Loan shall bear
--------------
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due at a rate per annum equal to
the sum of (x) the Applicable Base Rate Margin plus (y) the Base Rate for
such day. Such interest shall be payable in arrears on the last Domestic
Business Day of each calendar month. From and after the occurrence of any
Default, the principal of and interest on any Base Rate Loan of any Class
shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the rate otherwise applicable to Base
Rate Loans of such Class for such day, compounded daily.
(b) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Borrower and the participating Banks of each rate of
interest so determined, and its determination thereof shall be conclusive
in the absence of manifest error.
Section 5. Letter of Credit Pricing. Section 2.6(b) of the Credit
Agreement is hereby amended by replacing the phrase "at a rate per annum
determined in accordance with the Pricing Schedule" with the phrase "at the
Letter of Credit Fee Rate".
Section 6. General Payment Provision. Section 2.10 of the Credit
Agreement is amended by deleting the penultimate sentence of subsection (a)
thereof.
Section 7. Amendment of Letter of Credit Provision. The first sentence of
Section 2.13(a) of the Credit Agreement is amended by replacing the phrase
"provided that, immediately after each Letter of Credit is issued," with the
following:
"provided that (x) on and after the Amendment No. 11 Effective Date,
Letters of Credit shall only be available in support of obtaining new
credit from domestic vendors of the Borrower and in respect of the
Borrower's statutory obligations and (y) immediately after each Letter of
Credit is issued,"
Section 8. Types of Loans; Applicable Interest Rates. Section 2.14 of the
Credit Agreement is hereby restated to read in full as follows:
SECTION 2.14. Type of Loans; Applicable Interest Rates. From and
----------------------------------------
after the Amendment No. 11 Effective Date, all Loans (whether newly made or
already outstanding) shall be Base Rate Loans.
3
<PAGE>
Section 9. Borrowings. Solely with respect to any Loan to be made on the
occasion of any Borrowing occurring on or after the Amendment No. 11 Effective
Date and on or prior to March 10, 2000 or any Letter of Credit to be issued,
amended, renewed or extended on or after the Amendment No. 11 Effective Date and
on or prior to March 10, 2000, the Banks waive any failure by the Borrower to
satisfy the condition precedent set forth in Section 3.2(d) and (e) of the
Credit Agreement solely with respect to the truth and correctness of the
representation and warranty contained in Section 4.4(c) of the Credit Agreement,
but solely to the extent that such representation and warranty is not true and
correct because of facts, conditions or events that have been disclosed in
writing by the Borrower to the Administrative Agent and the Banks prior to
February 23, 2000.
Section 10. Information. Section 5.1 of the Credit Agreement is hereby
amended as follows:
(a) by adding the section reference "(i)" at the commencement of subsection
(b) thereof and inserting the following immediately prior to the semi-colon at
the end of such subsection:
and (ii) as soon as available and in any event within 15 days after
the end of each month, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such month and the
related statements of operations, cash flows and changes in
stockholders' equity for such month and for the portion of the
Borrower's fiscal year ended at the end of such month, which shall
include a calculation of Consolidated EBITDA for the three month
period ending with such month, all certified (subject to normal year-
end adjustments) as to fairness of presentation, generally accepted
accounting principles and consistency by the chief financial officer
or the chief accounting officer of the Borrower;
(b) by replacing, in subsection (e) thereof, the phrase "five days" with
the phrase "two days";
(c) by restating subsection (f) thereof to read in full as follows:
(f) on the first Domestic Business Day of each week, a statement
of projected cash receipts and cash disbursements for each week in the
period of thirteen continuous weeks commencing with the immediately
following week in a form reasonably satisfactory to the Administrative
Agent;
(d) by relettering subsections (m) and (n) thereof as subsections (n) and
(o), respectively, and by adding a new subsection (m) immediately after
subsection (l) thereof, to read in its entirety as follows:
4
<PAGE>
(m) on the first Domestic Business Day of each week, a statement
of actual cash receipts and cash disbursements for the previous week
(i) reconciled to the projections previously provided under subsection
(f) hereof in respect of such week and (ii) in a form reasonably
satisfactory to the Administrative Agent;
and
(e) by adding the following sentence immediately after (but not as part of)
subsection (o) of such Section:
In addition, the Borrower shall provide to the Administrative Agent
and to such Banks and professionals as may be designated by the
Administrative Agent current information regarding the status of any
Asset Sales, financings and other major transactions being considered
by the Borrower, including reasonable access to any financial advisor
retained by the Borrower to assist it with respect thereto.
Section 11. Amendment of Consolidated Capital Expenditures and Business
Acquisitions. Section 5.18(b) of the Credit Agreement is hereby amended to read
in full as follows:
(b) Limitation on Business Acquisitions. (i) Subject to the
-----------------------------------
additional limitations on Investments set forth in Section 5.17, the
aggregate amount expended by the Borrower and its Subsidiaries with respect
to Business Acquisitions (exclusive of transaction costs but including the
value of capital stock of Holdings used to make acquisitions) shall not,
from and after the Amendment No. 11 Effective Date, exceed $1,000,000 in
the aggregate.
Section 12. Events of Default. Section 6.1(f) of the Credit Agreement is
hereby amended by inserting, immediately after the initial parenthetical
therein, the phrase "any Permitted Receivables Financing or".
Section 13. Expenses; Indemnification. Section 9.3(a) of the Credit
Agreement is hereby amended to read in full as follows:
(a) The Borrower shall pay (i) no later than five business days
after receipt of any invoice in respect thereof, all out-of-pocket expenses
of the Administrative Agent, including fees and disbursements of special
and local counsel for the Administrative Agent and the Collateral Agent, in
connection with the preparation and administration of the Loan Documents,
any waiver or consent thereunder or any amendment thereof or any Default or
alleged Default thereunder and all fees and expenses of one or more
financial advisors reasonably acceptable to the Borrower hired by or on
behalf or for the benefit of the Administrative
5
<PAGE>
Agent or the Collateral Agent pursuant to engagement letters reasonably
acceptable to the Borrower (and the Borrower agrees that it shall cooperate
fully with all such financial and legal advisors and provide such advisors
with full access to the Borrower's books, records, personnel and advisors),
(ii) no later than five business days after receipt of a written request in
respect thereof, such amounts as may be requested in writing by the
Administrative Agent in order to maintain the Expense Retainer at $100,000
and (iii) all out-of-pocket expenses incurred by the Administrative Agent,
the Collateral Agent and each Bank, including (without duplication) the
fees and disbursements of outside counsel, in connection with any Default
or Event of Default and in connection with any actions taken by any of the
Administrative Agent, the Collateral Agent or any Bank in respect of
collection of enforcement of the Loan Documents, the Loans, and/or the
Collateral, including, without limitation, in respect of any collection,
bankruptcy, insolvency and other enforcement proceedings, provided that it
is understood that the Borrower shall not, in respect of the legal expenses
of the Banks in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Banks designated
by the Administrative Agent and that all such fees and expenses shall be
reimbursed as they are incurred.
Section 14. Limitation on New Extensions of Credit. (a) The
Borrower agrees that:
(i) it shall not deliver a Notice of Borrowing or a Notice of Issuance
under the Credit Agreement or otherwise request any Bank (including any
Issuing Bank) to extend any credit to the Borrower under the Credit
Agreement if, after giving effect to the Borrowing requested in any such
Notice of Borrowing or the issuance of any Letter of Credit requested in
any such Notice of Issuance (including without limitation any such Notice
pursuant to which the Borrower requests the extension of the maturity date
of an outstanding Letter of Credit), the aggregate Revolving Credit
Outstandings of all the Banks would exceed $131,451,748 and (ii)
notwithstanding any provision of the Credit Agreement (including Sections
2.1, 2.13 and 3.2 thereof), on and after the date hereof, no Bank
(including any Issuing Bank) shall be required to make any Loan, or issue
or participate in any Letter of Credit (including without limitation any
Letter of Credit the maturity of which has been or is proposed to be
extended) if, after giving effect to the making of such Loan or the
issuance or participation in such Letter of Credit, the Revolving Credit
Outstandings of such Bank would exceed such Banks' pro rata share
(calculated based on its Revolving Credit Commitment) of the aggregate
Revolving Credit Outstandings permitted pursuant to clause (i).
(b) The waivers effected by Section 15 of this Amendment are
expressly conditioned upon compliance by the Borrower with the provisions of
subsection (a) of this Section 14 and shall immediately cease to be in full
force and effect upon failure by the Borrower to comply with the provisions of
such subsection.
6
<PAGE>
Section 15. Waiver of Certain Covenants. The Banks hereby waive, solely
for the period from and including the Amendment No. 11 Effective Date and to and
including the earlier of (1) the time at which the Borrower receives a Waiver
Termination Notice and (2) March 10, 2000 (the "Waiver Period"), (i) the
requirement that the Borrower comply with the covenants contained in Sections
5.12, 5.13 and 5.14 of the Credit Agreement, (ii) any failure to satisfy the
condition set forth in Section 3.2(d) of the Credit Agreement as a result of the
Borrower's failure to comply with the covenants contained in Sections 5.12, 5.13
and 5.14 during the Waiver Period, (iii) any Event of Default under Section
6.1(f) of the Credit Agreement, other than one arising out of the actual
acceleration of the maturity date of any Material Debt.
Section 16. Pricing Schedule. The Pricing Schedule attached to the Credit
Agreement as Appendix IV is hereby deleted.
Section 17. No Other Waivers. Other than as specifically provided herein,
nothing contained herein and no action by, or inaction on the part of, any Bank
or the Administrative Agent shall, or shall be deemed to, operate as a waiver of
any right, remedy, power or privilege of the Administrative Agent or of any Bank
under the Credit Agreement or any other Loan Document or of any other term or
condition of the Credit Agreement or any other Loan Document.
Section 18. Representations of Borrower. The Borrower represents and
warrants that:
(i) the representations and warranties of the Borrower set forth in
Article 4 of the Credit Agreement, other than the representation contained
in Section 4.4(c) thereof, are true and correct on and as of Amendment No.
11 Effective Date (and after giving effect to this Amendment No. 11);
(ii) after giving effect to this Amendment and the waivers set forth
herein, no Defaults exist under the Credit Agreement;
(iii) the execution and delivery by each Obligor of this Amendment is
within the corporate powers of the Borrower and Holdings, have been duly
authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official
(except for any such action or filing as shall have been taken or made and
that is in full force and effect from and after the Amendment No. 11
Effective Date) and does not contravene, or constitute a default under, any
provision of applicable law or regulation or of the articles of
incorporation or by-laws of either Obligor or of any agreement or
instrument governing or evidencing Debt of Holdings or any of its
Subsidiaries or of any other material agreement, judgment, injunction,
order, decree or other instrument binding upon either Obligor or any of
their Subsidiaries or result in the creation or imposition of any Lien
(other than the Liens created by the Collateral Documents) on any asset of
Holdings or any of its Subsidiaries; and
7
<PAGE>
(iv) this Amendment No. 11 is a valid and binding agreement of
Borrower and Holdings, enforceable in accordance with its terms.
Section 19. Reaffirmation of Obligations. The Credit Agreement, as
specifically amended hereby, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The Borrower
confirms that as of the close of business on February 25, 2000, it had requested
that Letters of Credit in an aggregate amount of $8,601,079 be issued under the
Credit Agreement and those Letters of Credit were outstanding on such date. The
Borrower also confirms that as of the close of business on February 25, 2000, it
had requested Loans in an aggregate amount of $202,750,000 under the Credit
Agreement and those Loans were outstanding on such date.
Section 20. Effectiveness. This Amendment shall become effective if and
only if the Administrative Agent shall have received all of the following:
(i) duly executed counterparts hereof signed by Holdings, the
Borrower and the Required Banks (or, in the case of any party as to which
an executed counterpart shall not have been received, the Administrative
Agent shall have received telegraphic, telex or other written confirmation
from such party of execution of a counterpart hereof by such party);
(ii) for the account of each Bank that has sustained funding losses
as provided for in Section 2.11 of the Credit Agreement due to the
conversion of Euro-Dollar Loans to Base Rate Loans as provided for herein,
an amount equal to the amount of such losses; and
(iii) evidence satisfactory to it that the Borrower has paid in full
(A) all fees and expenses of the Administrative Agent payable pursuant to
Section 9.3 of the Credit Agreement with respect to which the Borrower
shall have received any invoice, it being understood that the failure of
the Administrative Agent to have provided invoices with respect to such
fees and expenses prior to the date hereof does not constitute a waiver of,
or otherwise affect, the Administrative Agent's right to reimbursement for
such fees and expenses and (B) $100,000 on account of the Expense Retainer.
Section 21. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 22. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
CROWN PAPER CO.
By
------------------------------------------
Name:
Title:
CROWN VANTAGE INC.
By
------------------------------------------
Name:
Title:
9
<PAGE>
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By
------------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By
------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By
------------------------------------------
Name:
Title:
By
------------------------------------------
Name:
Title:
10
<PAGE>
CHRISTIANIA BANK og KREDITKASSE
By
------------------------------------------
Name:
Title:
By
------------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN
BRANCHES
By
------------------------------------------
Name:
Title:
By
------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, by
FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By
------------------------------------------
Name:
Title:
HSBC BANK USA
By
------------------------------------------
Name:
Title:
11
<PAGE>
KZH HIGHLAND-2 LLC
By
------------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset Management, LP,
as Investment Advisor
By
------------------------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By
------------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE
By
------------------------------------------
Name:
Title:
12
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
------------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
------------------------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By
------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
------------------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By
------------------------------------------
Name:
Title:
13
<PAGE>
VAN KAMPEN SENIOR INCOME
TRUST
By
------------------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME
TRUST
By
------------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management LP,
as Collateral Manager
By
------------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investment Inc.,
as its Investment Manager
By
------------------------------------------
Name:
Title:
14
<PAGE>
BANK OF AMERICA, N.A.
By
------------------------------------------
Name:
Title:
BEAR STEARNS INVESTMENT
PRODUCTS INC.
By
------------------------------------------
Name:
Title:
SEQUILS - PILGRIM I LTD
By
------------------------------------------
Name:
Title:
SRV HIGHLAND INC
By
------------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY,
as Administrative Agent
By
------------------------------------------
Name:
Title:
15
<PAGE>
EXHIBIT A
---------
FORM OF OPINION
16
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