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TYPE: SC 13D/A
SEQUENCE: 1
DESCRIPTION: SCHEDULE 13D-AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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.
456 Montgomery Street, Suite 200
San Francisco, California 94104
(415) 433-6536
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
February 25, 2000
(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: [ ]
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CUSIP NO. 228622106 13D Page 2 of 9
1 NAME OF REPORTING PERSONS Plantagenet Capital Fund II, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
REPORTING 9 SOLE DISPOSITIVE POWER 0
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
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CUSIP NO. 228622106 13D Page 3 of 9
1 NAME OF REPORTING PERSONS Plantagenet Capital Fund, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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
REPORTING 9 SOLE DISPOSITIVE POWER 0
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
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CUSIP NO. 228622106 13D Page 4 of 9
1 NAME OF REPORTING PERSONS Plantagenet Capital
Management, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
REPORTING 9 SOLE DISPOSITIVE POWER 0
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
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CUSIP NO. 228622106 13D Page 5 of 9
1 NAME OF REPORTING PERSONS John J. Zappettini
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
REPORTING 9 SOLE DISPOSITIVE POWER 0
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
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CUSIP NO. 228622106 13D Page 6 of 9
1 NAME OF REPORTING PERSONS C. Derek Anderson
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
REPORTING 9 SOLE DISPOSITIVE POWER 0
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
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CUSIP NO. 228622106 13D Page 7 of 9
This Amendment No. 3 amends the Schedule 13D (the "Schedule
13D") initially filed on October 2, 1998, as amended by Amendment
No. 2 to Schedule 13D filed on August 30, 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 4445 Lake Forest Drive, Suite
700, Cincinnati OH 45242, and as amended by Amendment No. 1 to
Schedule 13D filed on February 23, 1999, also with respect to the
Shares of Crown Vantage.
Unless otherwise defined herein, each capitalized term used
herein has the same meaning ascribed to it in the Schedule 13D.
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.
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CUSIP NO. 228622106 13D Page 8 of 9
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.
On February 17, 2000, the Reporting Persons initiated a
preliminary investigation into the July 9, 1999 sale by Crown
Vantage of its pulp and paper mills in Berlin and Gorham, New
Hampshire, to American Tissue Corporation for $45 million in cash
and the assumption of liabilities (the "Transaction"). Counsel
for the Reporting Persons sent a letter, dated February 17, 2000,
to Robert A. Olah, President and Chief Executive Officer of Crown
Vantage, informing him of this investigation and asserting the
Reporting Persons' right under Sections 13.1-771 and 772 of the
Virginia Stock Corporation Act to inspect and copy all corporate
documents relating to the Transaction. A true and correct copy
of such letter is attached hereto as Exhibit I.
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CUSIP NO. 228622106 13D Page 9 of 9
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: February 25, 2000
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
February 17, 2000
VIA FEDERAL EXPRESS
Robert A. Olah
President and Chief Executive
Officer
Crown Vantage, Inc.
4555 Lake Forest Drive, Suite 630
Cincinnati, OH 45242
Re: Shareholder Demand for Inspection of Records
Dear Mr. Olah:
We are attorneys for Plantagenet Capital Fund LP ("PC"), a
shareholder of Crown Vantage, Inc.("CVAN").
Pursuant to Sections 13.1-771 and 772 of the Virginia Stock
Corporation Act, our client hereby demands to inspect and copy
each of the records identified in Exhibit A, attached hereto. PC
meets each of the requirements of Section C of 13.1-771 and
wishes to inspect these records in good faith and for the purpose
of investigating whether CVAN's Board of Directors breached its
fiduciary duties in approving the sale of CVAN's pulp and paper
mills in Berlin and Gorham, New Hampshire (hereinafter "BG
Mills"). Our client wishes to receive the requested copies within
ten days of the date of this letter. If necessary, we will send
personnel to the offices of CVAN to review and copy these
records.
However, if the company wishes to copy the records itself, as
permitted by Section 13.1-772, we will reimburse the company's
reasonable copying costs. We look forward to your prompt
response.
Very truly yours,
/s/ Gilbert R. Serota
Gilbert R. Serota
GRS/nno
cc: C. Derek Anderson
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EXHIBIT A
1. All Minutes and/or Resolutions of the Board of Directors
of CVAN or any special or subcommittee thereof (hereinafter
jointly referred to as "the Board") which record any
consideration and/or approval of the sale or potential sale of
the BG Mills.
2. Any fairness opinion received by CVAN or the Board in
connection with the sale of the BG Mills.
3. Any appraisal or valuation of the BG Mills received by
CVAN or the Board.
4. Any presentation binder or other explanatory materials
received by CVAN or the Board from any financial advisor,
investment banker, or appraiser concerning the sale, potential
sale, valuation or appraisal of the BG Mills.
5. Any retention letter or other agreement by which CVAN or
the Board obtained the services of any investment banker,
appraiser or financial advisor as to the valuation, appraisal,
sale or potential sale of the BG Mills.
6. Copies of any agreement or contract to sell the BG Mills,
including but not limited to that agreement referred to by CVAN
as a "three year strategic alliance with ATC."
7. All documents which evidence any effort by CVAN or the
Board to conduct an auction or similar sales or marketing effort
designed to obtain the highest or best consideration available
for the BG Mills.
8. Operating results for the BG Mills for each of the twelve
months prior to its sale to ATC.
