SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the year ended December 31, 1993
Commission file number 1-7911
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
JAMES RIVER II SALARIED EMPLOYEES
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
JAMES RIVER CORPORATION OF VIRGINIA
120 Tredegar Street
Richmond, Virginia 23219
JAMES RIVER II SALARIED EMPLOYEES
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
_______________
Pages
Report of independent accountants 3
Financial statements:
Statements of net assets available for benefits,
with fund information as of December 31, 1993 and 1992 4-5
Statement of changes in net assets available for
benefits, with fund information for the year ended
December 31, 1993 6
Notes to financial statements 7-13
Supplemental schedules:
Assets held for investment purposes as of December 31, 1993 14
Party-in-interest transactions for the year ended
December 31, 1993 *
Obligations in default for the year ended December 31, 1993 *
Leases in default for the year ended December 31, 1993 *
Reportable transactions for the year ended December 31, 1993 15
Exhibits to Annual Report on Form 11-K 16-17
Signatures 18
__________
* There were no such transactions during the period specified.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
James River Corporation of Virginia:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the James River II Salaried
Employees Retirement Savings Plan (the "Plan") as of December 31, 1993
and 1992, and the related statement of changes in net assets available
for benefits, with fund information, for the year ended December 31,
1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits, with fund information, of the Plan as of December 31, 1993
and 1992, and the changes in net assets available for benefits, with
fund information, for the year ended December 31, 1993, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes as of December 31,
1993 and reportable transactions for the year ended December 31, 1993,
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net
assets available for benefits, with fund information, and the statement
of changes in net assets available for benefits, with fund information,
is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As discussed in Note 3 of the Notes to Financial Statements, the Plan
holds a guaranteed investment contract issued by Executive Life
Insurance Company, a company which was placed under the control of the
California Department of Insurance in April 1991, pursuant to court
order. The court order placed a moratorium on all distributions and
surrenders for an undetermined time period. Based upon estimates of the
Plan's management, the accompanying financial statements and supplemental
schedules of the Plan as of and for the year ended December 31, 1993,
reflect an adjustment of $1,294,373 for the impairment of value of the
Plan's investment in the Executive Life guaranteed investment contract.
The ultimate value of this investment as of the end of the contract
period will be dependent upon the outcome of the insurance company's
final rehabilitation plan and is uncertain as of this date.
As discussed in Note 8 of the Notes to the Financial Statements, the
Board of Directors of James River Corporation, the Plan's sponsor,
voted to merge the Plan with the James River Corporation of Virginia
StockPlus Investment Plan effective July 1, 1994.
COOPERS & LYBRAND
Richmond, Virginia
June 20, 1994
<TABLE>
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
<CAPTION>
Fund Information
James U.S. Fixed Fixed
River Government Income Income Discre- Loans to
Stock Obligations Investment Investment tionary Partici-
Fund Fund Fund A Fund B STIF Fund pants Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Cash equivalents $230,999 $568,143 $3,908 $782,705 $7,158 $1,592,913
Accrued interest receivable 49 1,608 6 2,082 3,745
Investments, at fair value:
Investment in Common Stock 21,779,623 21,779,623
Investment in State Street
Bank G-STIF Fund 18,172,452 18,172,452
Investment in Executive
Life guaranteed investment $7,334,782 7,334,782
contracts
Investment in T. Rowe Price
Managed GIC Common Trust 2,777,156 2,777,156
Fund
Loans receivable from 16,602 21,799 4,057 540,328 582,786
participants
Total investments 21,796,225 18,194,251 7,334,782 2,781,213 540,328 50,646,799
Total assets 22,027,273 18,764,002 7,334,782 2,785,127 784,787 547,486 52,243,457
LIABILITIES
Fund transfers in transit 98,164 224,945 171,997 (495,106) 0
Due to participants for loans 15,560 56,227 3,629 (75,416) 0
Total liabilities 113,724 281,172 171,997 (491,477) (75,416) 0
Net assets available for $21,913,549 $18,482,830 $7,162,785 $3,276,604 $784,787 $622,902 $52,243,457
benefits
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1992
<CAPTION>
Fund Information
James U.S. Fixed Fixed
River Government Income Income Discre- Loans to
Stock Obligations Investment Investment tionary Partici-
Fund Fund Fund A Fund B STIF Fund pants Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Cash equivalents $213,046 $35,343 $62,573 $874,676 $1,185,638
Accrued interest receivable 50 57 162 2,478 2,747
Investments, at fair value:
Investment in Common Stock 22,336,345 22,336,345
Investment in State Street
Bank G-STIF Fund 21,950,461 21,950,461
Investment in Executive Life
guaranteed investment contracts $8,629,155 8,629,155
Investment in T. Rowe Price
Managed GIC Common Trust Fund 1,305,301 1,305,301
Loans receivable from participants 8,563 10,599 3,467 $618,824 641,453
Total investments 22,344,908 21,961,060 8,629,155 1,308,768 618,824 54,862,715
Total assets 22,558,004 21,996,460 8,629,155 1,371,503 877,154 618,824 56,051,100
LIABILITIES
Payable to participants for withdrawals 494,092 1,078,199 9,810 41,388 143 1,623,632
Fund transfers in transit 6,404 76,370 171,997 (254,771) 0
Due to participants for loans 18,653 49,774 1,724 (70,151) 0
Total liabilities 519,149 1,204,343 171,997 (243,237) 41,388 (70,008) 1,623,632
Net assets available for benefits $22,038,855 $20,792,117 $8,457,158 $1,614,740 $835,766 $688,832 $54,427,468
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
<CAPTION>
Fund Information
James U.S. Fixed Fixed
River Government Income Income Discre- Loans to
Stock Obligations Investment Investment tionary Partici-
Fund Fund Fund A Fund B STIF Fund pants Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Interest on U.S. Government
obligations $615,883 $615,883
Dividends on Common Stock $700,475 700,475
Interest on common trust fund $111,663 111,663
Interest on cash equivalents 2,394 $27,109 29,503
Interest on loans to
participants 23,738 18,477 5,556 47,771
Total investment income 726,607 634,360 117,219 27,109 1,505,295
Net appreciation in fair
value of investment
in Common Stock 933,259 933,259
Total additions 1,659,866 634,360 117,219 27,109 2,438,554
Deductions from net assets
attributable to:
Distributions to participants (1,470,152) (1,746,746) (39,670) (67,150) $(4,474) (3,328,192)
Writedown of investment in
Executive Life guaranteed
investment contract $(1,294,373) (1,294,373)
Net increase (decrease)
prior to interfund transfers 189,714 (1,112,386) (1,294,373) 77,549 (40,041) (4,474) (2,184,011)
Transfers between funds:
Transfers between
investment funds (365,054) (1,205,926) 1,581,918 (10,938) 0
Loans to participants (71,649) (113,275) (31,517) 216,441 0
Loan repayments 121,683 122,300 33,914 (277,897) 0
Total transfers between funds (315,020) (1,196,901) 1,584,315 (10,938) (61,456) 0
Net increase (decrease) in
net assets available
for benefits (125,306) (2,309,287) (1,294,373) 1,661,864 (50,979) (65,930) (2,184,011)
Net assets available for
benefits:
Beginning of year 22,038,855 20,792,117 8,457,158 1,614,740 835,766 688,832 54,427,468
End of year $21,913,549 $18,482,830 $7,162,785 $3,276,604 $784,787 $622,902 $52,243,457
The accompanying notes are an integral part of these financial statements.
</TABLE>
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION
(a) General:
The following description of the James River II (formerly Crown
Zellerbach) Salaried Employees Retirement Savings Plan (the
"Plan") provides only general information on the Plan in effect as
of December 31, 1993. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
The Plan was established by Crown Zellerbach Corporation ("Crown
Zellerbach") in 1965. Crown Zellerbach became a wholly owned
subsidiary of James River Corporation of Virginia ("James River")
pursuant to an exchange offer in May 1986 and a merger transaction
effective October 30, 1986. As a result of the exchange offer and
the merger, all shares of Crown Zellerbach common stock and stock
rights, other than the shares tendered and accepted pursuant to a
simultaneous exchange offer by Crown Zellerbach, were exchanged
for James River common stock, $.10 par value ("Common Stock").
The Plan is a defined contribution plan for certain salaried
employees of James River and its domestic subsidiaries
("Participants"). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Effective July 1, 1986, the Plan was curtailed such
that (i) employees who were not already Participants in the Plan
were no longer eligible to participate after that date and (ii)
all contributions to the Plan ceased. Additionally, all
Participants became fully vested in their entire account balances
within the Plan as of that date.
(b) Contributions:
Prior to July 1, 1986, Participants could elect to contribute up
to 16% of their compensation to the Plan as follows:
Participants could make "Basic Contributions" on a tax-deferred
basis of up to 6% of pay.
Participants contributing the maximum Basic Contributions could
elect to make "Supplemental Contributions" on a tax-deferred basis of
up to an additional 6% of pay.
Participants making total tax-deferred contributions of 12% could
elect to make "Additional Supplemental Contributions" on a non-tax-
deferred basis of up to 4% of pay.
Prior to July 1, 1986, employer matching contributions ("Employer
Contributions"), net of forfeitures, were made at a rate of 30% of
total employee Basic Contributions. No Employer Contributions
were made with respect to Supplemental Contributions or Additional
Supplemental Contributions.
(c) Investment Options:
As of December 31, 1993, the Plan had three available investment
funds: (i) the James River Stock Fund, (ii) the U.S. Government
Obligations Variable Rate Fund (the "U.S. Government Obligations
Fund"), and (iii) the Fixed Income Investment Fund B ("Fund B").
Participants may direct, with certain limitations, the investment
of balances attributable to Basic Contributions, Supplemental
Contributions, and Additional Supplemental Contributions
(collectively, "Employee Contributions") among these investment
funds. As of the end of each calendar quarter, Participants may
elect to transfer 25%, 50%, 75%, or 100% of their Employee
Contributions among these investment funds, with certain
limitations as described below. Balances attributable to Employer
Contributions are invested in the James River Stock Fund, except
as noted below.
The Plan has two additional investment funds which have
restrictions on additional investments and transfers. The Fixed
Income Investment Fund A ("Fund A") was an eligible investment
fund until October 1, 1990, at which time the Plan was amended to
prohibit (i) any new investments in Fund A and (ii) direct
transfers between Fund A and Fund B. Beginning one year later, as
of October 1, 1991, transfers may not be made directly from either
Fund A or Fund B into the U.S. Government Obligations Fund.
Additionally, a Participant who transfers funds into Fund B after
September 30, 1990, may not thereafter transfer funds directly
from either Fund A or Fund B to the U.S. Government Obligations
Fund. The Plan also maintains the Discretionary Short-Term
Investment Fund ("Discretionary STIF Fund"), which contains
balances attributable to Employer Contributions of certain former
Crown Zellerbach employees. Participation in the Discretionary
STIF Fund is restricted; except in certain limited circumstances,
Participants may not transfer balances into this fund from the
other investment funds.
The James River Stock Fund is invested in Common Stock. The U.S.
Government Obligations Fund is invested in the State Street Bank
and Trust Company Governmental Short-Term Investment Fund (the
"State Street Bank G-STIF"). Fund B is invested in the T. Rowe
Price Trust Company, Inc. Managed GIC Common Trust Fund (the "T.
Rowe Price Common Trust Fund"). Fund A is invested in a group
annuity guaranteed interest contract (also referred to as a
"guaranteed investment contract") issued by the Executive Life
Insurance Company ("Executive Life") (see Note 3). The
Discretionary STIF Fund is invested solely in short-term
securities.
(d) Participant Loans:
Participants who are current employees of James River may borrow
cash from the Plan attributable to their Basic Contributions and
Supplemental Contributions (collectively, "Tax Deferred
Contributions"). No loans may be made from balances held in the
Discretionary STIF Fund. The Loans may generally be made for no
more than between 50% and 75% of the Participant's Tax Deferred
Contributions, subject to a minimum loan of $1,000 and a maximum
loan of $50,000. Plan assets attributable to a Participant's
account will be liquidated to provide the funds to be loaned.
Loans are repayable over a period of up to five years, except that
loans used for the purchase of the Participant's primary residence
may be repaid over a period of up to ten years. Loans bear
interest based on the prime rate in effect at the date of the
loan. Principal and interest payments on outstanding loans are
credited to the Participant's accounts and are invested in the
various funds in the same proportion as the Participant has most
recently directed his account balances to be invested. As of
December 31, 1993, there were 130 Participants with outstanding
loans.
(e) Distributions:
Plan distributions are recorded when paid. The Plan allows
Participants to withdraw non-tax-deferred balances in any amount
of whole percentage increments equal to 10% or more of the
Participant's Employee Contributions without a suspension of
participation in the Plan or forfeiture of any Employer
Contributions. Tax-deferred balances may be withdrawn only if all
non-tax-deferred balances have been previously withdrawn and
certain financial hardships have been proven by the Participant.
Withdrawals from the Plan are made in the form of cash or stock,
depending upon the type of investment held by the Participant.
(f) Number of Participants:
As of December 31, 1993 and 1992, there were 1,517 and 1,657
Participants in the Plan, respectively. The number of
Participants in each of the Plan's funds as of those dates was as
follows:
Investment Fund (1) 1993 1992
James River Stock Fund 1,448 1,523
U.S. Government Obligations Fund 520 575
Fund A 567 567
Fund B 113 89
Discretionary STIF Fund 59 63
__________
(1) Participants may hold investments in more than one
fund; accordingly, the total of participation by
individual funds may exceed the total number of
Plan participants.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting:
The financial statements of the Plan are prepared under the
accrual method of accounting.
(b) Cash Equivalents:
Balances held under the Plan may be invested in an interest-
bearing account, pending their investment in either Common Stock,
the State Street Bank G-STIF, or the T. Rowe Price Common Trust
Fund. Interest earned on such cash equivalents is credited to the
individual Participant's accounts. Cash equivalents are stated at
cost which approximates fair value.
(c) Valuation of Investments:
The investment in Common Stock is stated at market value, based on
the closing price on the New York Stock Exchange Composite Tape on
the last trading day of the period. The James River Stock Fund
held 1,131,409 shares as of December 31, 1993 and 1,207,370 such
shares as of December 31, 1992. The closing market price per
share of Common Stock was $19.25 on December 31, 1993 and $18.50
on December 31, 1992.
Investments held in the State Street Bank G-STIF are valued at
cost and accrued interest, which approximates market. The T. Rowe
Price Common Trust Fund is reported at fair value. The fair value
of the Plan's investment in the T. Rowe Price Common Trust Fund is
determined by T. Rowe Price, based on the fair values of the
underlying assets of the fund. Fair value, as reported by T. Rowe
Price, after considering the overall strength of the contract
issuers, the nature and duration of restrictions on participating
trust withdrawals, and comparative yields, is a reasonable
approximation of contract value. The Plan may terminate its
contract with T. Rowe Price at any time and receive a complete
distribution of funds, after giving twelve months' notice. The
Executive Life guaranteed investment contract is valued at an
amount equal to contributions made under the contract, plus
accrued interest at the contract rate through April 10, 1991, less
the adjustment for the impairment of value as discussed in Note 3
of Notes to Financial Statements.
The assets of the Plan are held under an Agreement of Trust with
NationsBank of Virginia, N.A., Richmond, Virginia (the "Trustee").
Hewitt Associates, Atlanta, Georgia, serves as recordkeeper for
the Plan.
Loans receivable from Participants are valued at the balance of
amounts due from Participants, plus accrued interest thereon,
which approximates fair value.
(d) Security Transactions and Related Investment Income:
Security transactions are recorded as of the trade date, and
dividend income is recorded on the ex-dividend date. The cost of
securities sold is determined on an average cost basis.
(e) Realized Gains or Losses on Investments:
When a Participant (i) borrows funds, (ii) makes a transfer
between funds, or (iii) receives a distribution from his account,
current cash contributions to the Plan are used to provide the
funds to be distributed or transferred. For accounting purposes,
the historical cost basis of shares which would have been sold by
the Plan to provide funds for the borrowing, transfer, or
distribution is deducted from the account of that Participant, and
the value of such shares is reallocated to the current
Participant's contributions. Accordingly, the Plan realizes a
gain or loss for the difference between the historical cost basis
of shares which would have been sold and the fair value of such
shares on the distribution date.
(f) Contributions and Deposits:
All contributions to the Plan ceased as of July 1, 1986, and,
accordingly, there were no contributions made during the year
ended December 31, 1993.
(g) Withdrawals:
Withdrawals from the Plan by Participants are presented at the
fair value of the distributed investments plus cash paid in lieu
of fractional shares, where applicable.
(h) Net Appreciation in Fair Value of Investment in Common Stock:
The net appreciation in fair value of Common Stock consists of (i)
realized gains and losses on the sale of Common Stock, (ii)
unrealized appreciation or depreciation of investments held by the
Plan, and (iii) unrealized appreciation or depreciation of
investments distributed to Participants.
(i) Expenses:
Certain administrative costs of the Plan are borne by James River,
and no charge is made to the Plan with respect thereto. Fees paid
to investment managers and other costs related to the investment
of funds are deducted from investment income prior to allocation
of such income to Participants.
(j) Reclassifications:
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year's presentation.
NOTE 3. INVESTMENT IN EXECUTIVE LIFE GUARANTEED INVESTMENT CONTRACT
On April 11, 1991, the California Insurance Commissioner obtained a
court order placing Executive Life in conservatorship and under his
exclusive control. Part of the court order imposed a moratorium upon
surrenders, policy loans, transfers of account balances, and similar
cash disbursement transactions. Accordingly, as a result of the court
mandated moratorium, Participants holding balances in Fund A who had
not transferred such balances to other eligible funds within the Plan
prior to January 1, 1991 are now prohibited from making withdrawals,
loans, fund transfers, or final distributions from this fund until such
time as the California court permits cash withdrawals. The Plan
accrued interest income under the Executive Life guaranteed investment
contract at the stated contract rate through April 10, 1991, after
which date no additional investment income has been recorded. Based
upon information available, the accompanying financial statements and
supplemental schedules of the Plan as of and for the year ended
December 31, 1993, reflect an adjustment of $1,294,373 for the
impairment of value of the Plan's investment in the Executive Life
guaranteed investment contract; the ultimate value of the contract is
dependent upon the outcome of Executive Life's rehabilitation plan and
is not presently determinable.
NOTE 4. PLAN TERMINATION
James River has the right, under the Plan, to terminate the Plan
subject to the provisions of ERISA (see Note 8(b)). In the event of
Plan termination, no part of the assets of the Plan may revert to James
River.
NOTE 5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Beginning in 1993, the Plan changed its method of accounting for
distributions that have been processed and approved for payment prior
to December 31, 1993, but not yet paid as of that date. In accordance
with authoritative literature, such distributions, which were not
material, have been excluded in the determination of net assets
available for benefits and distributions to Participants.
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 filed for the Plan:
December 31, 1993
Net assets available for benefits per
the financial statements $52,243,457
Amounts allocated to withdrawing Participants (1,099,133)
Net assets available for benefits per the Form 5500 $51,144,324
The following is a reconciliation of distributions to Participants per
the financial statements to the Form 5500 filed for the Plan:
Year Ended
December 31, 1993
Distributions to Participants per
the financial statements $3,328,192
Amounts allocated to withdrawing Participants as of
December 31, 1993 1,099,133
Distributions to Participants per the Form 5500 $4,427,325
NOTE 6. TAX STATUS
The Internal Revenue Service has issued a favorable determination
letter with respect to the qualification of the Plan under section
401(a) of the Internal Revenue Code. The Plan has been amended after
receipt of the determination letter. The Plan administrator and the
Plan's tax counsel believe that the Plan is designed to comply with the
applicable requirements of the Internal Revenue Code.
NOTE 7. CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of temporary cash investments
held by the Trustee in excess of the Federal Depository Insurance
Corporation insurance limit; the Executive Life contract; the State
Street Bank G-STIF; and the T. Rowe Price Contract. The Plan has no
formal policy requiring collateral to support the financial instruments
subject to credit risk.
NOTE 8. SUBSEQUENT EVENTS
(a) Change in Plan Trustee:
Effective April 1, 1994, the Company has entered into an Agreement
of Trust naming The Bank of New York as the Plan's trustee.
(b) Plan Merger:
Effective July 1, 1994, the Plan will be merged into the James
River Corporation of Virginia StockPlus Investment Plan (the
"StockPlus Plan"). Persons who have accounts in the Plan
immediately before July 1, 1994 are referred to as "Former JRII
Employees." A Former JRII Employee may invest in any of the
available investment funds the portion of his before-tax and after-
tax contributions that is attributable to assets transferred from
the Plan. Subject to certain exceptions, other accounts
transferred from the Plan shall be invested according to the rules
in effect for contributions made to the Plan before July 1, 1994.
The Executive Life Insurance Company Fixed Income Fund, which was
maintained under the Plan, is considered a frozen investment fund
under the StockPlus Plan and no amounts may be contributed to or
transferred to that investment fund. No transfers, loans,
withdrawals, or distributions may be made from the Executive Life
Insurance Company Fixed Income Fund under the StockPlus Plan.
Also effective July 1, 1994, the Company has appointed The Bank of
New York to serve as trustee and Wyatt Asset Services, Inc. to
serve as recordkeeper for the StockPlus Plan.
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
Identity of Issue Description of Investment Cost Current
Value
James River 1,131,409 shares $25,059,985 $21,779,623
Corporation of
Virginia Common
Stock, $.10 par
value
T. Rowe Price Managed GIC Common Trust 2,777,156 2,777,156
Fund; interest rate --
average of managed pool;
maturity date -- no
specific date
State Street Bank Government Short-Term 18,125,459 18,172,452
and Trust Investment Fund; interest
rate -- average of
investment pool, maturity
date -- no specific date
Executive Life Guaranteed interest 8,629,155 7,334,782
Insurance Company contract deposit
agreement, 9.08%, various
maturity dates
Participant loans 6% to 14.6%; various -- 582,786
maturity dates
<TABLE>
JAMES RIVER II SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
<CAPTION>
Identity of Party Expense
Involved/Description Number of Incurred
of Asset Purchase Selling Transac- with Net Gain
Price Price tions Transactions Cost (Loss)
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price Managed $2,141,218 -- 4 -- $2,141,218 --
GIC Fund
T. Rowe Price Managed -- $777,955 1 -- 777,955 --
GIC Fund
State Street Bank & -- 4,390,743 6 -- 4,390,743 --
Trust
Nations Prime 3,244,688 -- 120 -- 3,244,688 --
Portfolio Trust A
Shares
Nations Prime -- 2,837,411 33 -- 2,837,411 --
Portfolio Trust A
Shares
</TABLE>
EXHIBITS TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report on
Form 11-K. Each exhibit is listed according to the number assigned to
it in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number Description
4(a) James River II, Inc. (formerly Crown Zellerbach) Salaried
Employees Retirement Savings Plan, amended and restated as of
May 5, 1986 (incorporated by reference to Exhibit 4(b) to the
Annual Report on Form 11-K for the Crown Zellerbach Salaried
Employees Retirement Savings Plan for the year ended December
31, 1986).
4(b) Amendments to the James River II, Inc. Salaried Employees
Retirement Savings Plan, dated August 10, 1987, and January
7, 1988 (incorporated by reference to Exhibits 4(b) and 4(c),
respectively, to the Annual Report on Form 11-K for the Crown
Zellerbach Salaried Employees Retirement Savings Plan for the
year ended December 31, 1987).
4(c) Amendments to the James River II, Inc. Salaried Employees
Retirement Savings Plan, dated May 20, 1988, and June 1, 1988
(incorporated by reference to Exhibits 4(d) and 4(e),
respectively, to the James River Registration Statement on
Form S-8 (File No. 33-25851), dated December 1, 1988).
4(d) Amendments to the James River II, Inc. Salaried Employees
Retirement Savings Plan, dated April 1, 1989, November 15,
1989, and February 23, 1990 (incorporated by reference to
Exhibits 4(f), 4(g), and 4(h), respectively, to the Annual
Report on Form 11-K for the James River II, Inc. Salaried
Employees Retirement Savings Plan for the year ended December
31, 1989).
4(e) Amendment to the James River II, Inc. Salaried Employees
Retirement Savings Plan, dated April 1, 1990 (incorporated by
reference to Exhibit 10(m) to the James River Transition
Report on Form 10-K for the transition period from April 30,
1990, to December 30, 1990).
4(f) Amendments to the James River II, Inc. Salaried Employees
Retirement Savings Plan, dated October 1, 1990 and May 10,
1991 (incorporated by reference to Exhibits 4(e) and 4(f) to
the Annual Report on Form 11-K for the James River II, Inc.
Salaried Employees Retirement Savings Plan for the year ended
December 31, 1990).
4(g) Amendment to the James River II Salaried Employees Retirement
Savings Plan, dated January 1, 1993 (incorporated by
reference to Exhibit 4(g) to the Annual Report on Form 11-K
for the James River II Salaried Employees Retirement Savings
Plan for the year ended December 31, 1992).
4(h) Amendment to the James River II Salaried Employees Retirement
Savings Plan, dated October 1, 1993, filed herewith.
4(i) James River Corporation of Virginia StockPlus Investment
Plan, amended and restated effective July 1, 1994
(incorporated by reference to Exhibit 4(h) to the Annual
Report on Form 11-K for the James River Corporation of
Virginia Stock Purchase Plan for the year ended December 31,
1993).
10(a) Group Annuity Contract between the James River II, Inc.
Salaried Employees Retirement Savings Plan and Executive Life
Insurance Company, issued as of September 29, 1989
(incorporated by reference to Exhibit 10(a) to the Annual
Report on Form 11-K for the James River II, Inc. Salaried
Employees Retirement Savings Plan for the year ended December
31, 1989).
10(b) Letter of authorization from James River Corporation of
Virginia to State Street Bank & Trust Company, dated March 8,
1990 (incorporated by reference to Exhibit 10(b) to the
Annual Report on Form 11-K for the James River II, Inc.
Salaried Employees Retirement Savings Plan for the year ended
December 31, 1989).
10(c) Investment Authorization between the James River II, Inc.
Salaried Employees Retirement Savings Plan and T. Rowe Price
Trust Company, Inc. (incorporated by reference to Exhibit
10(c) to the Annual Report on Form 11-K for the James River
II, Inc. Salaried Employees Retirement Savings Plan for the
year ended December 31, 1990).
23 Consent of Independent Accountants, filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Committee who administer the Plan have duly caused
this annual report to be signed by the undersigned hereunto duly
authorized.
JAMES RIVER II SALARIED EMPLOYEES
RETIREMENT SAVINGS PLAN
June 20, 1994 /s/Michael J. Allan
Date Michael J. Allan
Committee Member
June 20, 1994 /s/Joseph L. Fischer
Date Joseph L. Fischer
Committee Member
June 20, 1994 /s/Daniel J. Girvan
Date Daniel J. Girvan
Committee Member
June 19, 1994 /s/Stephen E. Hare
Date Stephen E. Hare
Committee Member
June 19, 1994 /s/Joseph T. Piemont
Date Joseph T. Piemont
Committee Member
June 20, 1994 /s/Robert C. Williams
Date Robert C. Williams
Committee Member (Chairman)
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of James River Corporation of Virginia on Form S-8 (File No.
33-25851) of our report dated June 20, 1994, on our audits of the
financial statements of the James River II Salaried Employees
Retirement Savings Plan as of December 31, 1993 and 1992 and for the
year ended December 31, 1993, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND
Richmond, Virginia
June 28, 1994
Exhibit 4(h)
AMENDMENT TO THE
JAMES RIVER II
SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN
AMENDMENT, dated as of October 1, 1993, to the James River
II Salaried Employees Retirement Savings Plan, by James River
Corporation of Virginia ("James River").
James River Paper Company maintains the James River II
Salaried Employees Retirement Savings Plan, as amended and
restated effective as of May 5, 1986, and as subsequently amended
(the "Plan"). James River has the power to amend the Plan and
now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:
I. Effective January 1, 1994, Section 8(d) is amended by
amending subsection 8(d)(iii) and adding a new subsection
8(d)(iv), to read as follows:
(iii) Each transfer between Available Funds shall be
made, and the market value of the Participant's interest in
any Available Fund shall be determined, as of the Valuation
Date next following the receipt of Timely Notice by James
River; provided, however, that (i) if shares of Stock are
sold to provide cash needed for such transfer, James River,
in its discretion, may instruct the Trustee to value such
shares at the amount realized from the sale, and (ii)
effective July 1, 1986, all transfers between Available
Funds must be made as of the end of a calendar quarter. For
purposes of this Section, no distinction shall be made among
each Participant's Employee Accounts.
(iv) Effective January 1, 1994, a Participant who has
attained age 59-1/2 may elect to transfer 25%, 50%, 75% or
100% of the market value of such Participant's interest in
any Available Fund (including any interest held in the
Participant's Crown Stock Account) to any other Available
Fund, subject to the restrictions in Section 8(d)(ii), by
filing the prescribed form with James River. All transfers
between Available Funds must be made as of the end of a
calendar quarter.
II. Effective January 1, 1994, Section 9B(b) is amended in
its entirety to read as follows:
(b) A Participant will be considered to have incurred
financial hardship if he has immediate and heavy financial
needs that cannot be fulfilled through other reasonably
available financial resources of the Participant. Immediate
and heavy financial needs shall mean needs resulting from:
(i) Medical expenses described in Section 213(d)
of the Code incurred by the Participant, the
Participant's spouse, or any dependents of the
Participant (as defined in Section 152 of the Code) or
necessary for these persons to obtain such medical
care;
(ii) Purchase (excluding mortgage payments) of a
principal residence for the Participant;
(iii) Payment of tuition and related educational
fees (excluding room and board) for the next twelve
months of post-secondary education for the Participant
or his spouse, children or dependents;
(iv) The need to prevent the eviction of the
Participant from his personal residence or foreclosure
on the mortgage of the Participant's principal
residence;
(v) Any additional needs approved by the Internal
Revenue Service.
The determination of hardship shall be made by James River
in a uniform and nondiscriminatory manner in accordance with
such standards as may be promulgated from time to time by
the Internal Revenue Service. James River may rely on the
Participant's representation that the financial need cannot
be relieved:
(vi) Through reimbursement or compensation by
insurance or otherwise;
(vii) By reasonable liquidation of the
Participant's assets, to the extent such liquidation
would not itself cause an immediate and heavy financial
need; or
(viii) By other distributions or non-taxable loans
from plans maintained by a member of the Affiliated
Group, or by borrowing from commercial sources on
reasonable commercial terms.
The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to
result from the distribution.
III. Effective as of January 1, 1989, the Plan is amended to
correct the typographical error in Section 9B of the Plan.
Subsections (c) through (g) are redesignated subsections (d)
through (h), and the second subsection (b) is redesignated
subsection (c).
IV. Effective as of January 1, 1989, Section 10(c)(ii) is
amended to read as follows:
(ii) Bear interest at the prevailing rate in the
community for a loan of the type being made.
V. Effective as of January 1, 1994, Section 20(33) is
amended by adding a sentence to the end to read as follows:
For Plan Years beginning on or after January 1, 1994,
the amount of a Participant's Pay taken into account under
this Section shall not exceed $150,000, or an adjusted
amount determined pursuant to Code sections 401(a)(17) and
415(d).
VI. In all respects not amended, the Plan is hereby
ratified and confirmed.
* * * * *
WITNESS the following signature this 30th day of December,
1993.
JAMES RIVER CORPORATION OF VIRGINIA
By:/s/Daniel J. Girvan
