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 fiscal year ended September 30, 1994
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:
UK EMPLOYEE SHARE ACCUMULATION PLAN
James River Fine Papers Limited, Guardbridge, St. Andrews, Fife,
Scotland KY160UU
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 CORPORATION OF VIRGINIA
UK EMPLOYEE SHARE ACCUMULATION PLAN
INDEX TO FINANCIAL STATEMENTS
Items 1 and 2. Financial Statements and Exhibits Pages
a. Financial statements:
Report of independent accountants 3
Statements of financial condition
as of September 30, 1994 and 1993 4
Statements of income and changes in plan equity
for the years ended September 30, 1994, 1993, and 1992 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
23. Consent of independent accountants -- filed herewith.
99(a). UK Employee Share Accumulation Plan (incorporated by reference
to Exhibit 4 to James River's UK Employee Share Accumulation
Plan Registration Statement on Form S-8 (File No. 33-8516),
dated September 5, 1986).
99(b). Supplemental deed dated February 23, 1988 (incorporated by
reference to Exhibit 4(b) to James River's UK Employee Share
Accumulation Plan Annual Report on Form 11-K for the year ended
September 30, 1988).
99(c). Supplemental deed dated February 14, 1991 (incorporated by
reference to Exhibit 4(c) to James River's UK Employee Share
Accumulation Plan Annual Report on Form 11-K for the year ended
September 30, 1991).
99(d). Executive Committee of the Board of Directors of James River
Corporation of Virginia consent to the adoption of changes
to the UK Employee Share Accumulation Plan, dated September 22,
1994 -- filed herewith.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Plan Management Committee
James River Corporation of Virginia:
We have audited the accompanying statements of financial condition of
the James River Corporation of Virginia UK Employee Share Accumulation
Plan (the "Plan") as of September 30, 1994 and 1993, and the related
statements of income and changes in plan equity for each of the three
fiscal years in the period ended September 30, 1994. 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 condition of the Plan
as of September 30, 1994 and 1993, and the income and changes in plan
equity for each of the three fiscal years in the period ended
September 30, 1994, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
December 16, 1994
JAMES RIVER CORPORATION OF VIRGINIA
UK EMPLOYEE SHARE ACCUMULATION PLAN
STATEMENTS OF FINANCIAL CONDITION
As of September 30, 1994 and 1993
1994 1993
ASSETS
Cash $36,382 $34,525
Contributions receivable:
Employer 33,162 31,537
Employee 14,063 8,980
Dividends receivable 8,548 7,562
Other receivables 4,838
Investment in Common Stock, at market
value (historical cost:
1994 -- $1,475,649
and 1993 -- $1,440,961) 1,656,954 1,374,815
Total assets $1,753,947 $1,457,419
LIABILITIES AND PLAN EQUITY
Dividends unclaimed by participants $9,902 $7,806
Dividends payable to participants 8,548
Other payables 8,685 1,930
Plan equity 1,726,812 1,447,683
Total liabilities and plan equity $1,753,947 $1,457,419
The accompanying notes are an integral
part of the financial statements.
JAMES RIVER CORPORATION OF VIRGINIA
UK EMPLOYEE SHARE ACCUMULATION PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Years Ended September 30, 1994, 1993, and 1992
1994 1993 1992
Investment income:
Cash dividends on Common Stock $31,393 $30,929 $32,022
Interest income 900 47 1,291
Total investment income 32,293 30,976 33,313
Change in net unrealized
appreciation
(depreciation) in fair value
of investments 247,451 236,433 (201,919)
Contributions and deposits:
Deposits by participating
employees 129,649 123,742 137,168
Contributions by employer
(including reimbursement
of certain administrative
costs:
1994 -- $8,931,
1993 -- $7,863,
and 1992 -- $2,481) 139,600 131,926 141,459
Total contributions and
deposits 269,249 255,668 278,627
Withdrawals and expenditures:
Distributions to participants:
Shares withdrawn, at cost (224,579) (234,737) (120,260)
Dividends paid (39,058) (28,817) (25,331)
Refund of cash balances (69) (104) (745)
Administrative costs (10,286) (9,471) (5,149)
Total withdrawals and
expenditures (273,992) (273,129) (151,485)
Foreign currency remeasurement
gain (loss) 4,128 (8,829) (5,402)
Net increase (decrease) in
plan equity 279,129 241,119 (46,866)
Plan equity, beginning of year 1,447,683 1,206,564 1,253,430
Plan equity, end of year $1,726,812 $1,447,683 $1,206,564
The accompanying notes are an integral
part of the financial statements.
JAMES RIVER CORPORATION OF VIRGINIA
UK EMPLOYEE SHARE ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. General
The UK Employee Share Accumulation Plan (the "Plan") was adopted as
of October 1, 1986 by the Board of Directors of James River
Corporation of Virginia ("James River" or the "Company") for the
benefit of the employees of certain of its operating subsidiaries
located in the United Kingdom ("U.K."). The Plan was established
to enable eligible employees of James River Fine Papers Limited,
formerly named GB Papers Limited, ("Fine Papers") and its
subsidiaries to acquire James River common stock, $.10 par value
(the "Common Stock"). The Plan was amended to permit employees of
certain other U.K. subsidiaries, including James River Graphics
Limited ("JR Graphics") and William Sommerville & Son Limited
("Sommerville"), to participate. At the time of their
participation, all of these operating subsidiaries were wholly
owned by James River.
On April 29, 1991, James River sold JR Graphics and Smith &
McLaurin Limited ("Smith & McLaurin"). Employees of these
subsidiaries ceased to be eligible participants as of the disposal
date; however, they retain their beneficial interest in their
respective shareholdings in the Plan until withdrawn pursuant to
the Plan provisions (see Note 2, "Withdrawals").
2. Summary of Significant Accounting Policies
Cash
Substantially all contributions to the Plan are maintained in an
interest-bearing account, managed by Settlement Trustees Limited,
(the "Trustee") pending their investment in Common Stock. Cash
included funds held related to unclaimed dividends of $9,902 and
$7,806 as of September 30, 1994 and 1993, respectively.
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 market value per share of
the Common Stock was $24.25 and $21.125 as of September 30, 1994
and 1993, 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 payment date. The cost of
securities sold on behalf of withdrawing participants is determined
on a first-in, first-out basis. All cash dividends are remitted to
Plan participants net of any U.S. withholding tax and U.K. income
tax. The assets of the Plan are held under a Trust Deed dated
August 7, 1986 with the Trustee.
Contributions and Deposits
Employee contributions to the Plan are made through periodic
payroll deductions and are recorded as of the date the
contributions are withheld from the employees' compensation.
Purchases of whole shares of Common Stock are made quarterly for
each participant's account based on such employee's contributions.
Residual cash amounts in each participant's account are carried
forward to the next quarter.
Employer contributions are made in cash once each quarter. The
amount of the employer contribution is determined based on the
number of shares of Common Stock purchased with employee
contributions during the quarter, valued at the current market
price of the Common Stock as of the contribution date. Employer
contributions are recorded as of the quarterly purchase date. The
contribution receivable from the employer reflected on the
statements of financial condition represents the employer matching
contribution for the fourth quarter of each Plan year.
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, stated
at market value) are remeasured from British pounds sterling to
U.S. dollars at the applicable year-end exchange rate. The cost of
investments in Common Stock and the related change in unrealized
appreciation or depreciation are remeasured at applicable
historical exchange rates. Investment income, contributions and
deposits, and withdrawals and expenditures are remeasured at an
average exchange rate for the Plan year. Translation gains and
losses on the remeasurement of accounts are included in income.
Withdrawals
Generally, after two years in the case of shares purchased with
employee contributions and after five years in the case of shares
purchased with employer contributions, a participant may withdraw
his shares from the Plan with no U.K. income tax consequences to
the participant. Earlier withdrawals are permitted in certain
circumstances; however, the participant may incur U.K. income taxes
on such withdrawals.
Upon withdrawal, distributions to a participant will be made in
whole shares of Common Stock; alternatively, a participant may
direct the Trustee to sell his shares and distribute to him the
sales proceeds less any commissions and taxes. Realized gains or
losses on transfers or sales of Common Stock on behalf of the
withdrawing participants are properly excluded from the Plan's
statement of income and changes in plan equity. An employee's
contributions which have not yet been applied to the purchase of
Common Stock will also be refunded to each withdrawing participant
upon his termination of employment or in certain other
circumstances.
Administrative Costs
Substantially all costs of administration and operation of the Plan
are borne by the employer either by direct payment of the costs or
through contributions to reimburse the Plan for the costs paid by
the Plan.
Reclassifications
Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year's presentation.
3. Description of the Plan
The Plan was established to enable eligible employees of certain
James River subsidiaries located in the U.K. to acquire an
ownership interest in James River, the ultimate holding company.
The Plan is an employees' share plan as defined under Section 743
of the U.K. Companies Act 1985 and has been approved by the U.K.
Board of Inland Revenue under Schedule 9 of the U.K. Income and
Corporation Taxes Act 1988.
Participating employees may elect on a six-month basis to
contribute, through periodic payroll deductions, from 1% to 3% of
their compensation to be used by the Trustee to purchase shares of
Common Stock for their benefit. Employers contribute cash to the
Plan which is used to purchase matching shares of Common Stock at a
rate of one share for each share of Common Stock purchased with
employee contributions.
Each participant is fully vested in the Common Stock purchased with
his individual contributions and in the matching shares of Common
Stock purchased with employer contributions at all times. The
Common Stock must normally remain in the Trust for a period of two
years from the date of purchase. As of September 30, 1994, there
were 287 active participants in the Plan. In addition, the Plan
held 20,308 shares of Common Stock for the benefit of 892
individuals who have discontinued contributions to the Plan
(primarily former Smith & McLaurin and JR Graphics employees).
4. Contributions to the Plan
Employee and employer contributions made with respect to
participants employed by GB Papers Ltd. and Sommerville, operating
subsidiaries of Fine Papers, during the years ended September 30,
1994, 1993, and 1992 were as follows:
1994 1993 1992
Employee Employer Employee Employer Employee Employer
GB Papers
Ltd. $106,222 $114,189 $101,854 $108,837 $113,881 $117,921
Sommerville 23,427 25,411 21,888 23,089 23,287 23,538
$129,649 $139,600 $123,742 $131,926 $137,168 $141,459
5. Investment in James River Common Stock
The unrealized appreciation or depreciation of investments in
Common Stock as of September 30, 1994, 1993, and 1992 and the
change in such amount during each fiscal year were as follows:
Unrealized
Appreciation
Market Value Cost (Depreciation)
September 30, 1991 $1,186,837 $1,287,497 $(100,660)
Change during fiscal 1992 (55,891) 146,028 (201,919)
September 30, 1992 1,130,946 1,433,525 (302,579)
Change during fiscal 1993 243,869 7,436 236,433
September 30, 1993 1,374,815 1,440,961 (66,146)
Change during fiscal 1994 282,139 34,688 247,451
September 30, 1994 $1,656,954 $1,475,649 $181,305
The Plan held 68,328 and 65,080 shares of Common Stock on September
30, 1994 and 1993, respectively.
6. Tax Status
The Plan is subject to the U.K. Income and Corporation Taxes Act
1988 and has been approved by the U.K. Board of Inland Revenue.
Participants are subject to U.K. income tax rules. The only U.S.
taxes paid are U.S. withholding taxes on cash dividends; such taxes
are withheld in the U.S. by the stock transfer agent prior to the
remittance of cash dividends to the Plan.
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.
UK EMPLOYEE SHARE ACCUMULATION PLAN
December 22, 1994 By/s/Michael J.Allan
Date Michael J. Allan, Committee Member
December 19, 1994 By/s/Joseph L. Fischer
Date Joseph L. Fischer, Committee Member
December 22, 1994 By/s/Daniel J. Girvan
Date Daniel J. Girvan, Committee Member
December 22, 1994 By/s/Stephen E. Hare
Date Stephen E. Hare, Committee Member
December 22, 1994 By/s/Joseph T. Piemont
Date Joseph T. Piemont, Committee Member
December 22, 1994 By/s/Robert C. Williams
Date Robert C. Williams, Committee 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. 33-45079) of our report dated December 16, 1994,
on our audits of the financial statements of the James River
Corporation of Virginia UK Employee Share Accumulation Plan as of
September 30, 1994 and 1993, and for each of the three fiscal years
in the period ended September 30, 1994, which report is included in
this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
December 22, 1994
Exhibit 99(d)
JAMES RIVER CORPORATION OF VIRGINIA
EXECUTIVE COMMITTEE CONSENT
The undersigned, being all the members of the Executive
Committee of the Board of Directors of James River Corporation of
Virginia, hereby consent to the adoption of the following
resolutions:
RESOLVED, that in order to provide for one common age
for which both men and women shall be entitled to
withdraw shares from the UK Share Accumulation Plan
(the "Plan"), the Plan shall be amended as follows:
the definition of "Holding Period" at (iii)
on page 24 shall be replaced with "the date
the Matching Participant reaches the age of
60;"
The definition of "Lodgement Period" at (c)
on page 26 shall be replaced with "the date
the Matching Participant reaches the age of
60;"
Note 1 to the letter of mandate at (iii) on
page 59 shall be changed to read "the date
upon which the relevant participant reaches
the age of 60".
RESOLVED, that the officers of the Company are
authorized in its name and on its behalf to take all
such action and to execute and deliver all documents
they or any of them consider necessary to implement
the above changes to the Plan.
/s/ Robert C. Williams September 9, 1994
Robert C. Williams
/s/ FitzGerald Bemiss September 22, 1994
FitzGerald Bemiss
/s/ Bruce C. Gottwald September 14, 1994
Bruce C. Gottwald
