SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 5, 1994
JAMES RIVER CORPORATION OF VIRGINIA
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation)
1-7911 54-0848173
(Commission File Number) (IRS Employer
Identification Number)
120 Tredegar Street, Richmond, Virginia 23219
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (804) 644-5411
Item 2. Acquisition or Disposition of Assets.
On July 5, 1994, James River Corporation of Virginia ("James
River" or the "Company") announced the completion of the
acquisition of the 43.2% indirect ownership interest in Jamont
N.V. ("Jamont") previously owned by Rayne Holdings Inc. ("Rayne")
for a total consideration of approximately $575 million in cash.
Jamont, with operations in 12 European countries and 1993 sales
of $1.5 billion, produces branded and private label tissue,
hygiene, and foodservice products for the retail and away-from-
home markets. James River and Rayne each had previously owned
50% of Jamont Holdings N.V. ("Jamont Holdings") which, in turn,
owns 86.4% of Jamont.
This acquisition increases James River's indirect ownership
interest in Jamont from 43.2% to 86.4%. Jamont, which was
previously accounted for using the equity method, becomes a
consolidated subsidiary of James River effective with the
completion of this transaction. As previously announced, this
acquisition is being partially financed with $287.5 million of
gross proceeds (including $28.8 million of proceeds from the
exercise of the underwriters' over-allotment option) from its
recent issuance of Series P 9% Cumulative Convertible Preferred
Stock (the "Series P Preferred Stock"), which was issued as a
Dividend Enhanced Convertible Stock ("DECS") and in the form of
depositary shares, with each depositary share representing a one-
hundredth interest in a share of the Series P Preferred Stock.
Initially, the balance of the purchase price will be funded with
borrowings under existing and new credit facilities, which the
company ultimately may refinance with proceeds from the sale of
debt securities under its current $600 million shelf registration
statement. This acquisition terminates a previously disclosed
put and call arrangement that had existed between James River and
Rayne.
Following the completion of the acquisition, James River
intends to continue to report its operations in its existing
three business segments. These segments are: Consumer Products,
which includes the manufacture and marketing of towel and tissue
and disposable foodservice products; Food and Consumer Packaging,
which includes the manufacture of folding cartons, flexible
packaging, and packaging papers used in packaging food and other
retail consumer goods; and Communications Papers, which includes
the manufacture and marketing of a variety of uncoated business
and printing papers, coated groundwood printing papers, and
premium printing papers. Upon its consolidation, James River
intends to report the results of Jamont as part of its Consumer
Products segment.
A copy of the press release announcing the completion of
this acquisition is filed herewith as Exhibit 99(a).
Item 5. Other Events.
James River received notice from Salomon Brothers Inc, as
representatives for the Underwriters of the Series P Preferred
Stock, of such Underwriters' full exercise of an option to
purchase up to an additional 1,666,666 depositary shares for the
purpose of covering over-allotments. On July 11, 1994, James
River received additional gross proceeds of $28.8 million on the
sale of these shares. These proceeds were used to pay down short-
term borrowings used to temporarily fund a portion of the Jamont
acquisition. Accordingly, James River has received total gross
proceeds of $287.5 million on the sale of 16,666,666 depositary
shares.
Item 7. Financial Statements and Exhibits.
(a) (i) Managing Director's report and audited financial
statements of Jamont Holdings N.V. for the year ended
December 31, 1993:
A. Managing Director's Report 1993
B. Report of independent accountants
C. Consolidated balance sheets as of December
31, 1993 and 1992
D. Consolidated profit and loss account for the
years ended December 31, 1993 and 1992
E. Notes to the consolidated accounts as of
December 31, 1993
(ii) Unaudited financial statements of Jamont Holdings
N.V. for the three months ended March 27, 1994:
A. Consolidated condensed balance sheet as of
March 27, 1994
B. Consolidated statement of operations for the
three months ended March 27, 1994
(b) Unaudited pro forma financial information for James
River and Jamont Holdings:
(i) Pro forma consolidated condensed balance sheet as
of March 27, 1994
(ii) Pro forma consolidated statements of operations
for the three months ended March 27, 1994 and the
year ended December 26, 1993
(iii) Notes to pro forma consolidated financial
information
(c) Exhibits
2 Share Acquisition Agreement between James River
Corporation of Virginia, James River International
Holdings, Ltd., Montedison S.p.A., Tissue Paper
Holdings S.A., and Rayne Holdings Inc., dated
April 26, 1994 (incorporated by reference to
Exhibit 10 to James River's Quarterly Report on
Form 10-Q for the quarter ended March 27, 1994).
99(a) Press release dated July 5, 1994, published
by James River -- filed herewith.
99(b) Financial statements of Jamont Holdings N.V.
referenced in Item 7(a)(i) above (incorporated by
reference to Exhibit 99(b) to James River's
Current Report on Form 8-K, dated April 27, 1994).
99(c) Financial statements of Jamont Holdings N.V.
referenced in Items 7(a)(ii) above (incorporated
by reference to the balance sheet and statement of
operations appearing under the heading "Historical
Jamont Holdings" on pages S-15 and S-16 of James
River's Prospectus Supplement to Registration
Statements No. 33-53411 and No. 33-54213 filed
under Rule 424(b)(5), dated June 22, 1994).
99(d) Pro forma financial information referenced in
Item 7(b) above (incorporated by reference to the
pro forma financial information appearing under
the heading "Unaudited Pro Forma James River and
Jamont Holdings Financial Information" on pages S-
13 through S-19 of James River's Prospectus
Supplement to Registration Statements No. 33-53411
and No. 33-54213 filed under Rule 424(b)(5), dated
June 22, 1994).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
JAMES RIVER CORPORATION OF VIRGINIA
By:/s/James R. Hudson, Jr.
James R. Hudson, Jr.
Vice President, Corporate Controller
Date: July 5, 1994
EXHIBIT 99(a)
News Release: Immediate Contact: Celeste Gunter
(804) 649-4307
James River Completes Jamont Acquisition
RICHMOND, VIRGINIA, July 5, 1994 -- James River Corporation
announced today that it has completed the acquisition of the 43.2%
indirect ownership interest in Jamont N.V. ("Jamont") previously
owned by Rayne Holdings Inc. ("Rayne") for a total consideration of
approximately $575 million in cash. With operations in 12 European
countries and 1993 sales of $1.5 billion, Jamont produces branded and
private label tissue, hygiene, and foodservice products for the
retail and away-from-home markets. Jamont currently holds the
overall number two position in the European tissue market with a
market share of approximately 15%.
This acquisition increases James River's ownership interest in
Jamont from 43.2% to 86.4%. Jamont, which was previously accounted
for using the equity method, becomes a consolidated subsidiary of
James River effective with the completion of this transaction. As
previously announced, this acquisition is being partially financed
with the $287.5 million of gross proceeds (including $28.8 million of
proceeds from the exercise of the underwriters' over-allotment
option) from its recent issuance of Series P 9% Cumulative
Convertible Preferred Stock, which was issued as a Dividend Enhanced
Convertible Stock ("DECS"). Initially, the balance of the purchase
price will be funded with borrowings under existing and new credit
facilities, which the company ultimately may refinance with proceeds
from the sale of debt securities under its current $600 million shelf
registration statement.
This acquisition terminates a put and call arrangement that
previously existed between James River and Rayne. Under the put and
call agreement, Rayne had an option to put its interest in Jamont to
James River during the summer of 1996 and the summer of 1998 for a
total of approximately $820 million, and James River had a currently
exercisable option to call Rayne's interest at a price of
approximately $650 million. This transaction has allowed James River
to acquire Rayne's interest in Jamont at a significant discount to
the scheduled put and call prices.
James River Corporation, headquartered in Richmond, Virginia,
is a marketer and manufacturer of consumer products, food and
consumer packaging, and communications papers. These product lines
include brands such as Quilted Northern(r) bathroom tissue, Brawny(r)
paper towels, Dixie(r) cups and plates, Eureka!(tm) recycled copy
paper, Quilt-Rap(tm) sandwich wrap, and Qwik Crisp(r) microwave
packaging. In addition, the company's Jamont operations produce a
number of popular consumer brands for the European market such as
Lotus bathroom tissue and Vania feminine hygiene products. For the
year which ended on December 26, 1993, including the pro forma
consolidation of Jamont, the company had net sales of $6.1 billion.
