BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee, Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Fort Howard Corporation
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fort Howard Corporation
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
347461105
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*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 the disclosures provided in a prior
cover page.
The information required in 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 (the Act) or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 347461105 Page 2 of 8 Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bankers Trust New York Corporation and its wholly owned
subsidiaries, Bankers Trust Company,as investment manager,
and BT Securities. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust New York
Corporation 1,325,451 shares
Bankers Trust Company 71,550 shares
BT Securities 21 shares
1,397,022 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 0 shares
BT Securities 0 shares
0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 169,750 shares
BT Securities 21 shares
169,771
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 0 shares
BT Securities 0 shares
0 shares
CUSIP No. 347461105 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,397,022 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Securities - BD
CUSIP No. 347461105 Page 4 of 8 Pages
Item 1(a) NAME OF ISSUER:
Fort Howard Corporation (the Company)
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
1919 South Broadway
Green Bay, Wisconsin 54304
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
wholly-owned subsidiares, Bankers Trust
Company, as investment manager, and BT
Securities.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, Bankers
Trust Company, as investment manager, and BT
Securities are corporations incorporated in the State
of New York with their principal business offices located
in New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
This statement relates to the Companys Common
Stock $.01 par value per share.
Item 2(e) CUSIP NUMBER:
347461105
CUSIP No. 347461105 Page 5 of 8 Pages
Item 3 THE PERSON FILING IS A:
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of the Act.
For BT Securities, Inc.
(a) [X] Broker or dealer registered under Section 15
15 of the Act.
Item 4 OWNERSHIP:
The Company, Bankers Trust New York Corporation,
certain other investors and certain management investors
(each, a Holder) have entered into a stockholders agreement
(as amended, the Stockholders Agreement), which contains
certain restrictions with respect to the transferability of
Common Stock by certain parties thereunder, certain
registration rights granted by the Company with respect to
such shares and certain arrangements with respect to the
nomination of designees to the Board of Directors.
Pursuant to the terms of the Stockholders Agreement,
in the event that one or more Holders (other than the
management investors) (each, a Controlling Shareholder) sell
a majority of the shares of Common Stock subject to the
Stockholders Agreement to a third party, certain other
Holders have the right to elect to sell on the same terms
the same percentage of such other Holder's shares to the
third party as the Controlling Shareholder is selling of its
shares of Common Stock. In addition, if a Controlling
Shareholder sells all of its shares of Common Stock to a
third party, the Controlling Stockholder has the right to
require that certain remaining Holders sell all of their
shares to the third party on the same terms.
CUSIP No. 347461105 Page 6 of 8 Pages
Bankers Trust New York Corporation, Bankers Trust
Company, and BT Securities for themselves and with respect
to the Holders referred to above, disclaim that they are
part of a group.
(a) Amount Beneficially Owned:
Bankers Trust New York
Corporation 1,325,451 shares
Bankers Trust Company 71,550 shares
BT Securities 21 shares
1,397,022 shares
(b) Percent of Class (1):
Bankers Trust New York
Corporation 1.8%
Bankers Trust Company 0.1%
BT Securities 0.0%
1.9%
(c) Number of shares as to which the following
have:
(i) sole power to vote or to direct the
vote -
Bankers Trust New York
Corporation 1,325,451 shares
Bankers Trust Company 71,550 shares
BT Securities 21 shares
1,397,022 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 0 shares
BT Securities 0 shares
0 shares
CUSIP No. 347461105 Page 7 of 8 Pages
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 169,750 shares
BT Securities 21 shares
169,771
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust New York
Corporation 0 shares
Bankers Trust Company 0 shares
BT Securities 0 shares
0 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Exhibit A.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
See Exhibit B.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 347461105 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
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.
Date: as of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as investment manager.
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Securities, Inc.
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Exhibit A
Bankers Trust Company and BT Securities are wholly
owned subsidiaries of Bankers Trust New York Corporation.
Bankers Trust New York Corporation
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____________________________|____________________________
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100%
100%
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Bankers Trust Company
BT Securities,Inc.
Exhibit B
Bankers Trust New York Corporation
The Morgan Stanley Leveraged Equity Fund II,
L.P.
Fort Howard Equity Investors, L.P.
Fort Howard Equity Investors II, L.P.
Morgan Stanley Group Inc.
First Plaza Group Trust
AT&T Master Pension Trust
DPW Fort Howard Partners
Paul J. Schierl
Paul J. Schierl Trust
Dr. David A. Cofrin
Bankers Trust New York Corporation and Bankers Trust
Company, for themselves and with respect to the other
parties listed in this Exhibit B, disclaim that they are
part of a group.
