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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 30, 1996 Commission File Number: 1-13868
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CROWN VANTAGE INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-1752384
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Lakeside Drive, Oakland, CA 94612-3592
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(Address of principal executive offices) (Zip Code)
(510) 874-3400
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report)
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 X No
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Number of shares of no par value common stock outstanding as of the close of
business on August 13, 1996:
9,093,135 Shares
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PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Crown Vantage Inc. was held on May 7,
1996. There were 9,080,707 shares of Common Stock entitled to vote at the
meeting and a total of 7,676,113 shares (84.53%) were represented at the
meeting. The results of voting on the election of directors and three proposals
were as follows:
1. Election of Directors. Seven nominees were elected as continuing directors.
Withhold
Nominee For Authority
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William V. Daniel 7,636,244 39,869
George B. James 7,643,495 32,618
Ernest S. Leopold 7,642,054 34,059
Joseph T. Piemont 7,639,887 36,226
E. Lee Showalter 7,639,932 36,181
James S. Watkinson 7,637,933 38,180
Donna L. Weaver 7,644,177 31,936
There were no votes against, abstentions or broker non-votes with respect to the
election of the nominees listed above.
2. Proposal to amend the company's Articles of Incorporation to increase the
number of authorized shares of Common Stock.
Broker
For 6,622,882 Against 1,009,044 Abstain 21,322 Non-Vote 22,865
3. Proposal to amend the company's Articles of Incorporation to reduce the
shareholder vote required for certain amendments to the Articles of
Incorporation.
Broker
For 6,178,899 Against 185,138 Abstain 36,253 Non-Vote 1,275,823
4. Proposal to amend the company's 1995 Incentive Stock Plan to increase the
number of shares authorized for issuance under the Plan.
Broker
For 6,168,922 Against 308,188 Abstain 27,441 Non-Vote 1,171,562
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ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Ex. 3* Articles of Incorporation dated March 27, 1995 and
amendments thereto dated June 7, 1995, August 14, 1995 and
August 15, 1995.
Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated
July 31, 1996.
Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated
May 13, 1996.
* Incorporated by reference from exhibits to Crown Vantage Inc. Registration
Statement No. 33-95736 on Form S-1.
** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for
the quarterly period ended June 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned thereunto duly authorized.
CROWN VANTAGE INC.
(Registrant)
/s/ R. Neil Stuart
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R. Neil Stuart
Senior Vice President,
Chief Financial Officer
April 9, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Ex. 3 * Articles of Incorporation dated March 27, 1995 and amendments
thereto dated June 7, 1995, August 14, 1995 and August 15, 1995.
Ex. 3(i)** Articles of Amendment to Articles of Incorporation dated July 31,
1996.
Ex. 3(iii) Articles of Amendment to the Articles of Incorporation dated May
13, 1996.
* Incorporated by reference from exhibits to Crown Vantage Inc. Registration
Statement No. 33-95736 on Form S-1.
** Incorporated by reference from exhibit to Crown Vantage Inc. Form 10-Q for
the quarterly period ended June 30, 1996.
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Exhibit 3(iii)
CROWN VANTAGE INC.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
I. NAME. The name of the Corporation is Crown Vantage Inc.
II. THE AMENDMENT. The Amendments, copies of which are attached hereto as
Exhibits A and B, respectively, (a) delete paragraph 3.1 of ARTICLE III of the
Articles of Incorporation and substitute, in lieu thereof, a new paragraph 3.1
increasing the number of authorized shares of common stock and (b) add a new
Article IX to the Articles of Incorporation reducing the shareholder vote
required for certain amendments to the Articles of Incorporation.
III. BOARD ACTION. The Board of Directors at its meeting on March 21,
1996, at which a quorum was present and acting throughout, found the Amendments
to the Articles of Incorporation to be in the best interest of the Corporation
and directed that they each be submitted to a separate vote of the shareholders.
IV. SHAREHOLDER ACTION.
A. Notice of the meeting, together with copies of the proposed
Amendments, was given in the manner prescribed by the Virginia Stock Corporation
Act to all shareholders of record entitled to such notice, whether or not
entitled to vote.
B. On the record date, the total number of shares of Common Stock
outstanding (the only class of shares authorized and outstanding) and entitled
to vote on the Amendments was 9,080,707.
C. On May 7, 1996, the meeting of shareholders was held and the
Amendments proposed by the Board of Directors were adopted.
D. The total number of votes cast FOR the amendment set forth in
Exhibit A was 6,622,882 and AGAINST the amendment was 1,009,044. The number of
votes cast for the amendment was sufficient for its approval.
E. The total number of votes cast FOR the amendment set forth in
Exhibit B was 6,178,899 and AGAINST the amendment was 185,138. The number of
votes cast for the amendment was sufficient for its approval.
Dated: May 13, 1996
CROWN VANTAGE INC.
By: /s/ Ernest S. Leopold
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Chairman, President and Chief
Executive Officer
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EXHIBIT A
3.1 Number and Designation. The number and designation of shares that the
Corporation shall have authority to issue are as follows:
Class Number of Shares
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Preferred 500,000
Common (no par value) 50,000,000
Exhibit B
ARTICLE IX
AMENDMENTS
As to each voting group entitled to vote on an amendment or restatement of
these Articles of Incorporation the vote required for approval shall be (i) the
vote required by the Virginia Stock Corporation Act (as applied without regard
to the effect of clause (iii) of this Article) if the effect of the amendment or
restatement is (a) to reduce the shareholder vote required to approve a merger,
a statutory share exchange, a sale of all or substantially all of assets of the
Corporation or the dissolution of the Corporation, or (b) to delete all or any
part of this clause (i) of this Article; (ii) the vote required by the terms of
these Articles of Incorporation, as amended or as restated from time to time, if
such terms require the approval of more than a majority of the votes entitled to
be cast thereon by such voting group; or (iii) a majority of the votes entitled
to be cast thereon if neither clause (i) nor clause (ii) of this Article is
applicable.
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