SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CROWN VANTAGE, INC.
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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)
August 30, 1999
(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: ( )
Check the following box if a fee is being paid with this statement: ( )
CUSIP NO. 228622106 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
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
ITEM 2(d) or 2(e) ( )
6 CITIZEN OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 876,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 876,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON PN
CUSIP NO. 228622106 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
Plantagenet Capital Fund, 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
ITEM 2(d) or 2(e) ( )
6 CITIZEN OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 876,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 876,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON PN
CUSIP NO. 228622106 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
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
ITEM 2(d) or 2(e) ( )
6 CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 876,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 876,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON OO
CUSIP NO. 228622106 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
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
ITEM 2(d) or 2(e) ( )
6 CITIZEN OR PLACE OF ORGANIZATION United States of America
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 876,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 876,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON IN
CUSIP NO. 228622106 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS
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
ITEM 2(d) or 2(e) ( )
6 CITIZEN OR PLACE OF ORGANIZATION United States of America
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 876,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 876,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON IN
This Amendment No. 2 amends the Schedule 13D (the "Schedule 13D")
initially filed on October 2, 1998, as amended by the Amendment No. 1 to
Schedule 13D filed on February 23, 1999, with respect to common stock, no
par value (the "Shares"), of Crown Vantage, Inc., a Virginia corporation
("Crown Vantage"), whose principal executive offices are located at 300
Lakeside Drive, Oakland, California 94612-3592.
Unless otherwise defined herein, each capitalized term used
herein has the same meaning ascribed to it in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended as follows:
The net investment cost (including commission and service
charges) of the 75,000 Shares acquired by Plantagenet Capital Fund, L.P. on
November 19, 1998 was $229,500.00. The consideration for such acquisition
was obtained from the working capital contributed by the limited partners
of the partnership.
The net investment cost (including commission and service
charges) of the 100 Shares acquired by Plantagenet Capital Management,
L.L.C. on August 24, 1999 was $315.00. The consideration for such
acquisition was obtained from the working capital of the limited liability
company.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated as follows:
The Reporting Persons believe that current Crown Vantage
management cannot be expected to take the steps necessary to enhance
shareholder value in the near term, and that the long term plans of Crown
Vantage's current management are of doubtful value. The Reporting Persons
do not believe that they can be viewed as passive investors with respect to
Crown Vantage, inasmuch as the Reporting Persons are considering taking
some or all of the following actions:
1. Seeking the replacement Crown Vantage's current management by
persons more committed to increasing shareholder value.
2. Seeking the sale of Crown Vantage to a third party buyer, if such
a buyer can be located.
3. Proposing resolutions for adoption by Crown Vantage shareholders
at the next annual shareholders meeting recommending that the
board of directors of Crown Vantage take all steps necessary or
appropriate to effect the sale of Crown Vantage.
4. Proposing resolutions for adoption by Crown Vantage shareholders
at the next annual shareholders meeting recommending that the
board of directors terminate Crown Vantage's Stockholder Rights
Plan.
5. Proposing resolutions for adoption by Crown Vantage shareholders
at the next annual shareholders meeting recommending that the
board of directors establish a special committee composed of
directors who are not members of Crown Vantage management, such
committee being instructed to retain qualified investment bankers
for the purpose of identifying potential acquirors of Crown
Vantage and to conduct and conclude negotiations looking to the
sale of Crown Vantage.
6. Soliciting proxies at the next annual shareholders meeting to
elect directors committed to the foregoing.
7. Seeking to obtain a list of Crown Vantage shareholders in order
to facilitate discussions among shareholders concerning the
implementation of some or all of the above steps.
The Reporting Persons have not reached any conclusions as to any
of the foregoing alternatives.
The Reporting Persons intend to continuously review their
investment in Crown Vantage and may in the future change their present
course of action and decide to pursue one of the alternatives discussed
above. The Reporting Persons may determine to dispose of all or a portion
of the Shares which they own or may hereafter acquire. In reaching any
conclusion as to the foregoing, the Reporting Persons will take into
consideration various factors, such as Crown Vantage's business and
prospects, other developments concerning Crown Vantage, other business
opportunities available to the Reporting Persons, developments with respect
to the business of any of the Reporting Persons, and general economic and
stock market conditions.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
On November 19, 1998, Plantagenet Capital Fund, L.P. acquired
75,000 additional Shares in the open market.
On August 24, 1999, Plantagenet Capital Management, L.L.C.
acquired 100 additional Shares in the open market at a price of 2-5/8 per
share, for a total aggregate consideration of $315.00 (including commision
and service charges).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Dated: August 30, 1999
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
