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 CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE 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
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Items 1. and 2.
Financial Statements and Exhibits
a. Financial statements: Pages
Report of independent accountants 3
Statements of financial condition as of
December 31, 1993 and 1992 4
Statements of income and changes in plan equity for
the years ended December 31, 1993, 1992, and 1991 5
Notes to financial statements 6-9
Schedules I, II, and III are omitted because they are not applicable or
because substantially all of the information is provided within the
financial statements.
b. Exhibits:
4. James River Corporation of Virginia Canadian Employees Stock
Purchase Plan, as amended and restated effective October 1,
1990 (incorporated by reference to Exhibit 4(a) to James
River's Canadian Employees Stock Purchase Plan Registration
Statement on Form S-8 (File No. 33-43207), dated October 15,
1991).
23. Consent of independent accountants -- filed herewith.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
James River Corporation of Virginia:
We have audited the accompanying statements of financial condition of the
James River Corporation of Virginia Canadian Employees Stock Purchase Plan
(the "Plan") as of December 31, 1993 and 1992, and the related statements of
income and changes in plan equity for each of the three years in the period
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 financial position of the Plan as of December 31,
1993 and 1992, and the income and changes in plan equity for each of the
three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND
Richmond, Virginia
February 11, 1994
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
as of December 31, 1993 and 1992
1993 1992
ASSETS
Cash and short-term investments $ 52,879 $ 68,739
Contributions receivable:
Employer:
Basic 7,896 7,705
Additional 14,737 15,989
Employee 14,321 13,683
Investment in Common Stock, at market value
(historical cost: 1993--$1,471,408 and
1992--$1,521,705) 1,289,250 1,261,016
Total assets $1,379,083 $1,367,132
LIABILITIES AND PLAN EQUITY
Payable to withdrawing participants $ 33,309 $ 10,763
Plan equity 1,345,774 1,356,369
Total liabilities and plan equity $1,379,083 $1,367,132
The accompanying notes are an integral
part of the financial statements.
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES PLAN EQUITY
for the years ended December 31, 1993, 1992, and 1991
1993 1992 1991
Investment income:
Cash dividends on Common Stock $ 32,333 $ 32,820 $ 24,161
Interest on bank deposits 986 1,011 3,193
Total investment income 33,319 33,831 27,354
Net change in unrealized appreciation
or depreciation in fair value of
investments 78,531 (36,150) (294,610)
Contributions and deposits:
Deposits by participating
employees 370,094 431,595 513,828
Contributions by employer:
Basic 201,528 236,177 277,535
Additional 15,129 16,830 19,780
Administrative costs 22,920 28,105 31,398
Total contributions and
deposits 609,671 712,707 842,541
Withdrawals and expenditures:
Distributions to participants (692,284) (597,532) (582,698)
Administrative costs (22,920) (28,105) (31,398)
Total withdrawals and
expenditures (715,204) (625,637) (614,096)
Foreign currency remeasurement
gain (loss) (16,912) (17,311) (6,192)
Net increase (decrease) in plan
equity (10,595) 67,440 (45,003)
Plan equity, beginning of year 1,356,369 1,288,929 1,333,932
Plan equity, end of year $1,345,774 $1,356,369 $1,288,929
The accompanying notes are an integral
part of the financial statements.
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. General:
The James River Corporation of Virginia Canadian Employees Stock Purchase
Plan (the "Plan") was adopted by the Board of Directors of James River
Corporation of Virginia ("James River" or the "Company") for the benefit of
the employees of certain operating subsidiaries of James River located in
Canada (the "Participating Companies"). As of December 31, 1993, the
Participating Companies included James River-Marathon, Ltd. ("Marathon") and
Canada Cup Inc. ("Canada Cup").
2. Summary of Significant Accounting Policies:
Cash
Substantially all contributions to the Plan are initially invested in an
interest-bearing account pending their investment in James River's common
stock, $.10 par value (the "Common Stock"). Interest earned on such short-
term investments is credited to the Participants' accounts. Short-term
investments are stated at cost which approximates market value.
Investment Valuation
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 closing market value per share of Common
Stock was $19.25 and $18.50 on December 31, 1993 and December 31, 1992,
respectively.
Security Transactions and Related Investment Income
Security transactions are accounted for as of the trade date, and dividend
income is recorded as of the date of declaration. The cost of securities
sold is determined on an average-cost basis. The assets of the Plan are held
under a Trust Agreement, dated August 23, 1989, with National Trust Company
(the "Trustee").
Contributions and Deposits
Employee and employer contributions are recorded on an accrual basis as of
the date the employees' contributions are withheld from the employees'
compensation. Employee and employer contributions are transferred to the
Trustee on a monthly basis. The Trustee uses such contributions to
periodically purchase shares of Common Stock which are allocated to each
Participant's account. Residual cash amounts held by the Trustee are carried
forward to the next month.
Foreign Currency Remeasurement
The functional currency of the Plan is the U.S. dollar. Assets and
liabilities of the Plan (except investments in Common Stock which are stated
at U.S. dollar market value) are remeasured from Canadian dollars to U.S.
dollars at the applicable year-end exchange rate. The cost of investments in
Common Stock and the related unrealized appreciation or depreciation are
remeasured at applicable historical exchange rates. Investment income,
contributions and deposits, and withdrawals and expenditures are remeasured
at average exchange rates for the years ended December 31, 1993, 1992, and
1991. Foreign currency remeasurement gains and losses are included in
income.
Withdrawals
Withdrawals from the Plan by Participants are accounted for at the average
historical cost of the Common Stock distributed, plus cash paid in lieu of
fractional shares, where applicable. Withdrawals in connection with shares
sold for distributions of fractional shares are accounted for at the fair
market value of the related Common Stock. Any Participant contributions
which have not yet been applied to the purchase of Common Stock will also be
paid to each withdrawing Participant.
Administrative Costs
The Plan is reimbursed by the Participating Companies for its administrative
and operating costs, except for brokerage fees. Brokerage fees are included
in the cost of acquiring Common Stock and thus are borne by the Participants.
3. Description of the Plan:
The Plan was established to enable eligible employees of certain James River
subsidiaries located in Canada to acquire an ownership interest in James
River, the ultimate holding company. The Plan is a non-taxable employees
profit sharing plan as defined in Section 144(1) of the Income Tax Act
(Canada) (the "Canadian Tax Act").
Participants may elect to contribute into the Plan, through payroll
deductions, from 1% to 10% of their compensation to be used to purchase
Common Stock for their benefit. Participant contributions of up to six
percent of compensation ("Basic Member Contributions") are matched by the
Participating Companies ("Basic Employer Contributions") based on the
following schedule:
Participating Company's
contributions as a percentage
Participant's contributions of Participant's contributions
1% of compensation 100%
2% of compensation 65%
3% to 6% of compensation 50%
The Participating Companies make no contributions with respect to a
Participant's contribution in excess of six percent of the Participant's
compensation.
The Participating Companies make "Additional Employer Contributions" on or
before March 31 of each calendar year with respect to each Participant in its
employ on the preceding December 31 who has not withdrawn any Common Stock
from his Restricted Account (hereinafter defined) during either of the two
immediately preceding calendar years. The amount of the Additional Employer
Contribution allocated to the Participant's account equals 10% of the
aggregate Basic Employer Contributions made with respect to the Participant
during the earlier of such two immediately preceding calendar years. Each
Participant's "Restricted Account" includes the Basic Member Contributions
and Basic Employer Contributions made at any time during the current or
immediately preceding calendar year, and any Common Stock purchased with such
contributions. The Additional Employer Contribution receivable reflected on
the Statement of Financial Condition as of December 31, 1993 represents the
accrued contribution related to the 1992 Basic Employer Contributions of
qualifying Participants to be paid to the Plan on March 31, 1994. The
Additional Employer Contribution accrued as of December 31, 1992, which
related to the 1991 Basic Employer Contributions of qualifying Participants,
was paid to the Plan on March 31, 1993.
The Plan was amended effective as of October 1, 1990, to provide that both
Participant contributions and Basic Employer Contributions will be suspended
for a three-month period following a withdrawal by a Participant from his
Restricted Account. Prior to this amendment, only the Basic Employer
Contributions were suspended for the three-month period following such a
withdrawal.
Each Participant is fully vested in his contributions, in Basic Employer
Contributions, in Additional Employer Contributions, and in any earnings
thereon at all times. The Plan had approximately 330 Participants as of
December 31, 1993 and 340 Participants as of December 31, 1992.
4. Contributions to the Plan:
Employee and employer contributions for the years ended December 31, 1993,
1992, and 1991 were as follows:
1993 1992 1991
Employee Employer Employee Employer Employee Employer
Marathon $265,676 $166,971 $302,913 $188,524 $342,137 $208,228
Canada Cup 104,418 72,606 128,682 92,588 171,691 120,485
$370,094 $239,577 $431,595 $281,112 $513,828 $328,713
5. Investment in James River Common Stock:
The unrealized appreciation or depreciation of investments in Common Stock as
of December 31, 1993, 1992, and 1991 and the change in such amount during
each period were as follows:
Unrealized
Market Appreciation
Value Cost (Depreciation)
December 31, 1990 $1,263,990 $1,193,919 $ 70,071
Change for the year ended
December 31, 1991 (74,910) 219,700 (294,610)
December 31, 1991 1,189,080 1,413,619 (224,539)
Change for the year ended
December 31, 1992 71,936 108,086 (36,150)
December 31, 1992 1,261,016 1,521,705 (260,689)
Change for the year ended
December 31, 1993 28,234 (50,297) 78,531
December 31, 1993 $1,289,250 $1,471,408 $(182,158)
The Plan held 66,974 and 68,163 shares of Common Stock on December 31, 1993
and 1992, respectively.
6. Tax Status:
The Plan is an employees profit sharing plan and is subject to the Canadian
Tax Act; all amounts contributed to a Participant's account are taxable to
such Participant under Canadian income tax rules. The only U.S. taxes paid
are U.S. withholding taxes on cash dividends which are withheld prior to the
distribution of such dividends to the Trustee.
<PAGE>
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 CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
March 31, 1994 /s/Michael J. Allan
Date Committee Member-Michael J. Allan
March 30, 1994 /s/Joseph L. Fischer
Date Committee Member-Joseph L. Fischer
March 30, 1994 /s/Daniel J. Girvan
Date Committee Member-Daniel J. Girvan
March 28, 1994 /s/Stephen E. Hare
Date Committee Member-Stephen E. Hare
March 29, 1994 /s/Joseph T. Piemont
Date Committee Member-Joseph T. Piemont
March 30, 1994 /s/Robert C. Williams
Date Committee Member-Robert C. Williams
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. 33-43207) of our report dated February 11, 1994, on our audits
of the financial statements of the James River Corporation of
Virginia Canadian Employees Stock Purchase Plan as of December 31,
1993 and 1992, and for each of the three years in the period ended
December 31, 1993, which report is included in this Annual Report
on Form 11-K.
COOPERS & LYBRAND
Richmond, Virginia
March 30, 1994
