<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
CROWN VANTAGE INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
CUSIP No. 228622106
(CUSIP Number)
C. Derek Anderson
Plantagenet Capital Management, L.L.C.
220 Sansome Street
Suite 460
San Francisco, California 94104
(415)433-6536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of that Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 Pages
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SCHEDULE 13D
===============================
CUSIP No. 228622106
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Fund II, L.P.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
WC
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 801,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
801,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
801,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.2%
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 15 Pages
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SCHEDULE 13D
===============================
CUSIP No. 228622106
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Partners, L.P.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 801,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
801,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
801,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.2 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 15 Pages
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SCHEDULE 13D
===============================
CUSIP No. 228622106
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Management, L.L.C.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Delaware
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 801,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
801,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
801,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.2 %
- ---------======================================================================
14 Type of Reporting Person*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 15 Pages
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SCHEDULE 13D
===============================
CUSIP No. 228622106
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John J. Zappettini
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
- ---------======================================================================
6 Citizenship or Place of Organization
United States of America
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 801,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
801,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
801,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.2 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 15 Pages
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SCHEDULE 13D
===============================
CUSIP No. 228622106
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
C. Derek Anderson
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
- ---------======================================================================
6 Citizenship or Place of Organization
United States of America
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 801,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
801,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
801,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.2 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 15 Pages
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Item 1. Security and Issuer.
This statement relates to shares of Common Stock, no par value, (the
"Shares") of Crown Vantage Inc. (the "Company"). The Company's principal offices
are located at 300 Lakeside Drive, Oakland, CA 94612.
Item 2. Identity and Background.
(a) This statement is filed by (i) Plantagenet Capital Fund II, L.P., a
Cayman Islands limited partnership ("Plantagenet II"), with respect to the
Shares held by it; (ii) Plantagenet Capital Partners, L.P., a Cayman Islands
limited partnership ("PCP"), with respect to the Shares held by Plantagenet II
as listed in (i) above; (iii) Plantagenet Capital Management, L.L.C., a Delaware
limited liability company ("PCMLLC"), with respect to the Shares held by
Plantagenet II as listed in (i) above; (iv) John Zappettini ("Zappettini") with
respect to the Shares held by Plantagenet II as listed in (i) above; and (v) C.
Derek Anderson ("Anderson") with respect to the Shares held by Plantagenet II as
listed in (i) above. (Plantagenet II, PCP, PCMLLC, Zappettini, and Anderson
shall collectively be referred to hereafter as the "Reporting Persons.")
The Shares reported hereby for Plantagenet II are owned directly by it.
Both PCP, as the general partner of Plantagenet II, and PCMLLC, as the general
partner of PCP, may be deemed to be the beneficial owner of the Shares held by
Plantagenet II. Zappettini, as Managing Partner of PCMLLC, may be deemed to be
the beneficial owner of the Shares held by Plantagenet II. Anderson, as
President and managing member of PCMLLC, may be deemed to be the beneficial
owner of the Shares held by Plantagenet II. Each of PCP, PCMLLC, Zappettini and
Anderson hereby disclaim any beneficial ownership of any such Shares.
(b) The business address of each of the Reporting Persons is 220 Sansome
Street, Suite 460, San Francisco, California 94104.
(c) The principal occupation and business of each of the Reporting Persons
is as follows:
Page 7 of 15 Pages
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Plantagenet II: Private investment fund engaged in the purchase and
sale of investments for its own account.
PCP: General Partner of Plantagenet II and of Plantagenet Capital Fund,
L.P., a Cayman Islands limited partnership
PCMLLC: General Partner of PCP
Zappettini: Managing Partner of PCMLLC
Anderson: President and managing member of PCMLLC; Chairman of the
Investment Committee and Director of Anderson Capital Management,
Inc., an investment adviser
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Zappettini and Anderson are each citizens of the United States of
America.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commission) is approximately $2,106,011
for the 801,000 Shares held by Plantagenet II. The consideration for such
acquisitions was obtained from the working capital contributed by the limited
partners of the partnership.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by Plantagenet II were made in the ordinary course of
business and were not made for the purpose of acquiring control of the Company.
Although no Reporting Person has any specific plan or proposal to acquire
or dispose of Shares, consistent with the investment purpose, each Reporting
Person at any time and from time to time may acquire additional Shares or
dispose of any or all of its Shares depending upon an ongoing evaluation of the
investment in the Shares, prevailing market conditions, other investment
Page 8 of 15 Pages
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opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it may hold.
Also, consistent with the investment purpose, the Reporting Persons may
engage in communications with one or more shareholders of the Company, one or
more officers of the Company and/or one or more members of the board of
directors of the Company regarding the Company, including but not limited to its
operations.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest in Securities of the Issuer
A. Plantagenet Capital Fund II, L.P.
(a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the
cover page hereto for Plantagenet II is incorporated herein by
reference. The percentage amount set forth in Row 13 of such
cover page and of each other cover page filed herewith is
calculated based upon the 9,723,315 Shares outstanding reported
by the Company in its Form 10Q for the period ended June 28, 1998
filed with the Securities and Exchange Commission on August 12,
1998.
(c) The trading dates, number of Shares purchased or sold and the price
per Share for all purchases and sales of the Shares entered into by
Plantagenet II in the past 60 days are set forth on Schedule A hereto
and are incorporated herein by reference. All of such transactions
were open-market transactions. (d) PCP, as the general partner of
Plantagenet II, has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Shares held by Plantagenet II. PCMLLC is the general partner of PCP.
Zappettini is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
B. Plantagenet Capital Partners, L.P.
Page 9 of 15 Pages
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(a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the
cover page hereto for PCP is incorporated herein by reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet II, has the right to
receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by Plantagenet II. PCMLLC
is the general partner of PCP. Zappettini is Managing Partner of
PCMLLC and Anderson is President and managing member of PCMLLC.
(e) Not applicable.
C. Plantagenet Capital Management, L.L.C.
(a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the
cover page hereto for PCMLLC is incorporated herein by reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet II, has the right to
receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by Plantagenet II. PCMLLC
is the general partner of PCP. Zappettini is Managing Partner of
PCMLLC and Anderson is President and managing member of PCMLLC.
(e) Not applicable.
D. John J. Zappettini
(a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the
cover page hereto for Zappettini is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet II, has the right to
receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by Plantagenet II. PCMLLC
is the general partner of PCP. Zappettini is Managing Partner of
PCMLLC and Anderson is President and managing member of PCMLLC.
(e) Not applicable.
E. C. Derek Anderson
(a), (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the
cover page hereto for C. Derek Anderson is incorporated herein by
reference.
(c) Not applicable.
Page 10 of 15 Pages
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(d) PCP, as the general partner of Plantagenet II, has the right to
receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares held by Plantagenet II. PCMLLC
is the general partner of PCP. Zappettini is Managing Director and
Managing Partner of PCMLLC and Anderson is President and managing
member of PCMLLC.
(e) Not applicable.
The Shares reported hereby for Plantagenet II are owned directly by it.
Both PCP, as the general partner of Plantagenet II, and PCMLLC, as the general
partner of PCP, may be deemed to be the beneficial owner of the Shares held by
Plantagenet II. Zappettini, as Managing Partner of PCMLLC, may be deemed to be
the beneficial owner of the Shares held by Plantagenet II. Anderson, as
President and managing member of PCMLLC, may be deemed to be the beneficial
owner of the Shares held by Plantagenet II. Each of PCP, PCMLLC, Zappettini and
Anderson hereby disclaim any beneficial ownership of any such Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
Page 11 of 15 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 2, 1998
PLANTAGENET CAPITAL FUND II, L.P.
By:PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By:PLANTAGENET CAPITAL MANAGEMENT L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Partner
PLANTAGENET CAPITAL PARTNERS, L.P.
By:PLANTAGENET CAPITAL MANAGEMENT L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Partner
PLANTAGENET CAPITAL MANAGEMENT L.L.C.
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Partner
/s/ John J. Zappettini
John J. Zappettini
/s/ C. Derek Anderson
C. Derek Anderson
Page 12 of 15 Pages
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SCHEDULE A
SHARE PURCHASES OF PLANTAGENET II
NUMBER OF PRICE
TRADE DATE SHARES PURCHASED PER SHARE
(Including commission)
9/22/98 300,000 $2.77
9/23/98 60,000 $2.53
9/24/98 300,000 $2.48
9/25/98 115,000 $2.54
9/28/98 5,000 $3.03
9/29/98 1,000 $3.45
9/30/98 20,000 $3.48
Page 13 of 15 Pages
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EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: October 2, 1998
PLANTAGENET CAPITAL FUND II, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: /s/ C. Derek Anderson
Title: Senior Managing Director
PLANTAGENET CAPITAL PARTNERS, L.P.
By: PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: C. Derek Anderson
[Signatures continued to next page]
Page 14 of 15 Pages
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[Signatures continued from prior page]
PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Director
/s/ John J. Zappettini
John J. Zappettini
/s/ C. Derek Anderson
C. Derek Anderson
Page 15 of 15 Pages
