AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAMES RIVER CORPORATION
OF VIRGINIA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMONWEALTH OF VIRGINIA 54-0848173
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
120 TREDEGAR STREET
RICHMOND, VIRGINIA 23219
(804) 644-5411
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CLIFFORD A. CUTCHINS, IV, ESQ., SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND CORPORATE SECRETARY
JAMES RIVER CORPORATION OF VIRGINIA
120 TREDEGAR STREET
RICHMOND, VIRGINIA 23219
(804) 644-5411
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
MARSHALL H. EARL, JR., ESQ.
MCGUIRE, WOODS, BATTLE & BOOTHE
ONE JAMES CENTER
RICHMOND, VIRGINIA 23219
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. (X)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share (including associated Rights).. (1) N/A N/A $100
</TABLE>
(1) Being registered are such indeterminate number of shares of Common
Stock (including associated Rights) as may be issuable upon or in connection
with the conversion or redemption of the Preferred Stock registered for sale
in Registration Statement on Form S-3 (File No. 33-53411). No additional
consideration will be received by the Company for such shares.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus constituting a part of this Registration Statement also relates to
$287,500,000 of the registrant's Preferred Stock, $10 par value per share, and
Depositary Shares representing Preferred Stock registered for sale in a
Registration Statement on Form S-3 (File No. 33-53411).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
<PAGE>
PROSPECTUS
LOGO
JAMES RIVER CORPORATION
OF VIRGINIA
PREFERRED STOCK
(CONVERTIBLE OR NON-CONVERTIBLE)
($10 PAR VALUE)
DEPOSITARY SHARES REPRESENTING PREFERRED STOCK
James River Corporation of Virginia ("James River" or the "Company ") may
from time to time offer shares of its Preferred Stock, par value $10 per share
(the "Preferred Stock"), in one or more series. The accompanying Prospectus
Supplement (the "Prospectus Supplement") sets forth, as applicable, the specific
designation, voting powers, preferences and relative rights and qualifications,
limitations and restrictions thereof, including dividend rate (or manner of
calculation thereof), time of payment of dividends, liquidation value, terms for
mandatory or optional conversion, listing on a securities exchange, terms for
mandatory or optional redemption, aggregate number of shares sold, purchase
price, public offering price, names of any underwriters or agents, compensation
of such underwriters or agents and other terms in connection with the offering
and sale of the series of Preferred Stock in respect of which this Prospectus is
being delivered. If so specified in the Prospectus Supplement, the Preferred
Stock may be represented by Depositary Shares, each of which may represent the
percentage interest so specified in each share of Preferred Stock described in
the Prospectus Supplement ("Depositary Shares").
The Company may sell shares of Preferred Stock or Depositary Shares
representing Preferred Stock to or through underwriters or dealers, directly to
other purchasers or through agents. See "Plan of Distribution."
SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION WHICH SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS. THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June , 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements, and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's
common stock is listed on the New York Stock Exchange, and such reports, proxy
and information statements, and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
This Prospectus does not contain all the information set forth in the
registration statement to which this Prospectus relates (the "Registration
Statement") and the exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are hereby
incorporated by reference into this Prospectus:
(a) the Annual Report on Form 10-K for the fiscal year ended December 26,
1993;
(b) Proxy Statement dated March 14, 1994, in connection with the Company's
Annual Meeting of Shareholders held on April 28, 1994;
(c) the Quarterly Report on Form 10-Q for the quarter ended March 27, 1994;
(d) the Current Reports on Form 8-K dated January 25, 1994, February 22,
1994, April 21, 1994, April 27, 1994, and June 1, 1994; and
(e) the description of Common Stock included in Form 8-A filed January 3,
1980 incorporating by reference the description included in Amendment No 1. to
Registration Statement No. 2-63209, as amended by Amendment No. 4 to Application
or Report on Form 8 dated July 28, 1992, and the description of the Rights
included in Form 8-A dated March 3, 1989, as amended by Amendment No. 1 to
Application or Report on Form 8 dated July 28, 1992.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than certain exhibits to
such documents. Requests for such copies should be directed to Celeste Gunter,
Director, Investor Relations, James River Corporation of Virginia, 120 Tredegar
Street, Richmond, Virginia 23219 (telephone (804) 649-4307).
2
<PAGE>
THE COMPANY
James River is a manufacturer and marketer of consumer products, including
towel and tissue and disposable food and beverage service products; food and
consumer packaging, including folding cartons, flexible packaging, and barrier
packaging papers; and communications papers, including uncoated business papers
and coated printing papers. James River is one of the industry leaders, in terms
of sales within the United States, in towel and tissue products, disposable food
service items, folding cartons, and flexible packaging, and, on the West Coast,
in uncoated business papers. The Company produces a number of branded products,
which include Quilted Northern (registered), Marina (registered), and Nice 'N
Soft (registered) bathroom tissue; Brawny (registered) paper towels;
Vanity Fair (registered) premium food service products; Dixie (registered)
plates, cups, and cutlery; Eureka! (trademark) recycled and Word Pro
(registered) copy papers; Delta Brite (registered) publishing papers; Monterey
(registered) magazine paper; Curtis text and cover papers; Qwik
Crisp (registered) microwave packaging; and Quilt-Rap (trademark) sandwich wrap.
Each of the Company's businesses produces an increasing number of recycled paper
products to meet thegrowing demands of customers. James River, through its
consolidated subsidiaries and its unconsolidated affiliates, has operations
in 28 states, Canada, and 12 European countries. James River has pursued
a strategy of investment which has allowed the Company to significantly
expand its business and to broaden its product lines.
James River was incorporated under the laws of the Commonwealth of Virginia
in 1969. The Company's principal executive offices are located at 120 Tredegar
Street, Richmond, Virginia 23219 (P.O. Box 2218, Richmond, Virginia 23217), and
its telephone number is (804) 644-5411.
RECENT DEVELOPMENTS
On April 27, 1994, James River announced the signing of a share acquisition
agreement with Montedison S.p.A., and Rayne Holdings Inc. ("Rayne"), whereby
James River will acquire the 50% ownership interest in Jamont Holdings N.V.
("Jamont Holdings") currently owned by Rayne for $575 million in cash. James
River currently owns the remaining 50% of Jamont Holdings. Jamont Holdings owns
86.4% of Jamont N.V. ("Jamont"), which has operations in 12 European countries
and produces branded and private label tissue and foodservice products for the
retail and away-from-home markets. Jamont had sales of $1.5 billion in 1993.
Upon the consummation of the acquisition, Jamont will become a consolidated
subsidiary of James River. James River intends to finance this transaction
through the issuance of a combination of debt and equity securities. See "Use of
Proceeds " herein. The final transaction, which is subject to normal closing
conditions, as well as obtaining necessary financing and securing the approval
of James River's lenders, is expected to be completed during the third quarter
of 1994.
On April 21, 1994, James River published its results for the first quarter
ended March 27, 1994. The Company reported income from operations of $20.3
million and a net loss of $7.1 million, or $0.19 per share. These amounts
compare to income from operations of $17.7 million and a net loss of $10.1
million, or $0.22 per share, in the prior year's first quarter. Operating
results for the Consumer Products Business increased by over 20%, to $28.3
million compared to $23.2 million in the prior year, principally from strong
retail volume and the benefits realized from productivity improvements. Results
for the Food and Consumer Packaging Business increased by 14%, to $26.6 million
in 1994 from $23.3 million in 1993. However, operating losses generated by the
Communications Papers Business increased 24%, to $25.1 million from $20.3
million last year, as pricing in most white paper grades continued to decline
during the quarter due to additional industry capacity and higher levels of
imports.
RATIOS
The following table sets forth the ratio of earnings to fixed charges and
the ratio of earnings to combined fixed charges and preferred stock dividends
for the period indicated.
<TABLE>
<CAPTION>
FISCAL PERIODS ENDED(1)
4/30/89 4/29/90 12/30/90 12/29/91 12/27/92 12/26/93
<S> <C> <C> <C> <C> <C> <C>
(2) (3),(4) (5)
Ratio of Earnings to Fixed Charges (unaudited)........... 2.90x 2.40x 1.21x 1.34x -- 1.04x
Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends (unaudited)............................ 2.48x 2.09x 1.03x 1.15x -- --
</TABLE>
3
<PAGE>
(1) In computing the ratios of earnings to fixed charges and of earnings to
combined fixed charges and preferred stock dividends, earnings consist of income
before income taxes, extraordinary items, the cumulative effect of changes in
accounting principles, minority interests, and fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, capitalized
interest, and that portion of rental expense (one-third) deemed representative
of the interest factor. Earnings and fixed charges also include the Company's
proportionate share of such amounts for unconsolidated affiliates which are
owned 50% or more and distributed income from less than 50% owned affiliates.
For purposes of the ratio of earnings to combined fixed charges and preferred
stock dividends, fixed charges are increased by the preferred stock dividends
requirements of James River adjusted to amounts representing the pretax earnings
which would be required to cover such dividend requirements.
(2) During 1990, the Company changed its fiscal year from one ending on the
last Sunday of April to one ending on the last Sunday of December. Accordingly,
disclosures for the transition period ended December 30, 1990 include the 35
weeks from April 30 to December 30, 1990. During this period, the Company
initiated an operational restructuring program designed to focus the Company's
operations on those businesses in which it commands a substantial market share
and which are less cyclical. In connection with that program, the Company
recorded a $200 million pretax charge which has been included in the calculation
of the ratios of earnings to fixed charges and earnings to combined fixed
charges and preferred stock dividends for this period. Excluding the impact of
the $200 million pretax restructuring charge from earnings, the ratio of
earnings to fixed charges would have been 2.59x and the ratio of earnings to
combined fixed charges and preferred stock dividends would have been 2.19x for
this period.
(3) For the year ended December 27, 1992, earnings were inadequate to cover
both fixed charges and combined fixed charges and preferred stock dividends. The
amount of the deficiency of earnings compared to fixed charges was $195.6
million, and the amount of the deficiency of earnings compared to combined fixed
charges and preferred stock dividends was $236.1 million for this year.
(4) During 1992, the Company initiated a productivity enhancement program
and recorded a $112 million pretax restructuring charge which has been included
in the calculation of the ratios of earnings to fixed charges and earnings to
combined fixed charges and preferred stock dividends for this year. Excluding
the impact of the $112 million pretax charge from earnings, the amount of the
deficiency of earnings compared to fixed charges would have been $83.9 million,
and the amount of the deficiency of earnings compared to combined fixed charges
and preferred stock dividends would have been $123.1 million for this year.
(5) For the year ended December 26, 1993, earnings were inadequate to cover
combined fixed charges and preferred stock dividends. The amount of the
deficiency of earnings compared to combined fixed charges and preferred stock
dividends was $48.5 million for this year.
INVESTMENT CONSIDERATIONS
RECENT INDUSTRY CONDITIONS
A substantial portion of James River's business is strongly influenced by
conditions in the pulp and paper industry. Beginning in 1990, the financial
performance of the pulp and paper industry began to decline, primarily due to a
combination of (i) significant levels of excess industry capacity, (ii) slowing
demand growth resulting from recessionary conditions in both the U.S. and
Europe, and (iii) foreign currency devaluations which have provided cost
advantages to certain foreign competitors. These conditions resulted in intense
competition, declining utilization rates, increased levels of foreign imports,
and depressed pricing, domestically as well as abroad. The depressed levels of
earnings reported by many pulp and paper producers have continued through 1993.
For James River and other competitors serving the tissue, foodservice,
packaging, and communications papers markets, difficult market conditions
persist. In addition, severely depressed prices for market pulp and bleached
paper board have reduced James River's return on assets compared to competitors
which are less fully integrated and able to purchase these raw materials at
prices which are generally below the Company's total cost of production.
RECENT JAMES RIVER FINANCIAL PERFORMANCE
For the year ended December 26, 1993, James River reported operating income
of $114.0 million and a net loss of $0.3 million, equivalent to a loss of $.40
per share after preferred dividends. Results for 1993 included a
4
<PAGE>
charge of $11.0 million, or $.13 per share, representing the cumulative increase
in the deferred income tax liability resulting from the 1% increase in the
statutory federal income tax rate enacted during 1993. James River's ratio of
earnings to fixed charges for the year ended December 26, 1993, was 1.04x. For
the year ended December 27, 1992, James River reported a loss from operations of
$62.4 million, including a $111.7 million pretax restructuring charge, and a net
loss of $427.3 million, or $5.55 per share. In addition to the restructuring
charge, results for 1992 included a charge of $273.8 million net of income tax
benefits, or $3.35 per share, for the cumulative effect of changes in accounting
principles and an extraordinary loss of $31.4 million net of income tax
benefits, or $.38 per share, on the early extinguishment of debt. For the year
ended December 27, 1992, the Company's earnings were inadequate to cover fixed
charges by $195.6 million. Improvements in both operating and net results during
1993, as compared to 1992, reflect increased productivity, cost reductions, and
limited pricing improvements in certain of the Company's product lines. However,
competitive pricing pressures still exist in each of the Company's business
segments, particularly in communications papers including uncoated free sheet
papers and coated groundwood papers, where excess industry capacity and imports
have resulted in continuing reductions in pricing.
RECENT JAMONT HOLDINGS FINANCIAL PERFORMANCE
For the year ended December 31, 1993, Jamont Holdings reported operating
income of $68 million and a net loss of $0.4 million, after reflecting
adjustments necessary to conform accounting principles to those generally
accepted in the United States. These results represent a significant decline
from those of the prior year. Jamont Holdings was negatively affected in 1993 by
the deep recessionary conditions experienced in Western Europe, as well as by
significant amounts of industry overcapacity. These combined factors caused
tissue pricing to fall steadily beginning in the second half of 1992. As of the
end of 1993, pricing was at a level approximately 13% below that of mid-1992.
However, the negative effects of reduced pricing were partially offset by Jamont
Holdings' cost reduction, productivity improvement, and asset rationalization
programs. During 1993, Jamont Holdings closed three converting plants and
reduced its workforce by approximately 5%, or 450 employees. In addition, Jamont
Holdings completed its $600 million capital investment program during the summer
of 1993. This program, which began in 1991, consisted of a number of capital
projects aimed at enhancing quality, expanding capacity, and reducing costs, and
included the construction of six new paper machines.
ENVIRONMENTAL CONSIDERATIONS
Like its competitors, James River is subject to extensive regulation by
various federal, state, provincial, and local agencies concerning compliance
with environmental control statutes and regulations. These regulations impose
limitations on the discharge of materials into the environment, including
effluent and emission limitations, as well as require the Company to obtain and
operate in compliance with the conditions of permits and other governmental
authorizations. Future regulations could materially increase the Company's
capital requirements in future years. In addition, James River has been
identified as a potentially responsible party and is involved in remedial
investigations and actions under federal and state laws. There can be no
assurance that the Company will not be named as a potentially responsible party
at additional sites in the future or that the costs associated with such
additional sites would not be material. For a further discussion of these
matters, see "Environmental Matters" herein.
LEVEL OF INDEBTEDNESS
As of December 26, 1993, James River's outstanding long-term debt totalled
$1.9 billion and the current portion of long-term debt totalled $97 million. The
Company's ratio of total debt to total capitalization was 50.9% as of this date.
For purposes of this ratio, James River defines total capitalization as the sum
of current and long-term debt and equity accounts. See "Ratios," "Investment
Considerations -- Recent Industry Conditions," and " -- Recent James River
Financial Performance." herein.
FLUCTUATING PRICES OF RAW MATERIALS AND ENERGY
James River obtains its wood, resin, and energy requirements through
periodic purchases reflecting fluctuating market prices. There can be no
assurance that any raw materials and energy price increases experienced by James
River could be passed on to James River's customers.
5
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of Preferred Stock to be offered hereby may be
used for general corporate purposes, which may include capital expenditures,
acquisitions, and working capital requirements. Except as described under
"Recent Developments," the Company has not entered into any agreement with a
third party with respect to any acquisition. The Company estimates that
approximately $250 million of the proceeds from the sale of Preferred Stock to
be offered hereby may be applied toward James River's purchase of the remaining
50% ownership interest in Jamont Holdings from Montedison S.p.A. and Rayne for
approximately $575 million during the third quarter of 1994. See "Recent
Developments" herein. Pending application of the proceeds, they may be
temporarily invested or applied to the reduction of short-term borrowings. It is
anticipated that the balance of the purchase price for the remaining Jamont
Holdings interest, or approximately $325 million, will be funded with the
proceeds from the sale of James River debt securities ("Debt Securities").
Concurrent with the filing of the Registration Statement of which this
Prospectus is a part, the Company has filed a Registration Statement on Form S-3
for the issuance of up to $600 million of Debt Securities to be offered from
time to time.
UNAUDITED PRO FORMA JAMES RIVER AND JAMONT HOLDINGS FINANCIAL INFORMATION
The following pro forma consolidated capitalization and condensed balance
sheet as of December 26, 1993, and the pro forma consolidated statement of
operations for the year then ended give effect to the following transactions:
(a) the acquisition by James River of the remaining 50% ownership interest
in Jamont Holdings for a purchase price of $575 million in cash;
(b) the assumed financing of such acquisition with the proceeds from the
issuance of $325 million of Debt Securities and $250 million of
Preferred Stock.
Prior to the proposed acquisition, James River owned 50% of Jamont
Holdings, which was accounted for using the equity method of accounting. James
River's additional 50% investment in Jamont Holdings has been accounted for
using the purchase method of accounting and will result in the consolidation of
Jamont Holdings.
The unaudited pro forma consolidated condensed financial information is
presented as if these transactions had been consummated as of December 26, 1993,
for the pro forma consolidated capitalization and condensed balance sheet and as
of the first day of the year for the pro forma consolidated statement of
operations.
The pro forma financial information does not purport to be indicative of
the actual financial position as it is finally recorded, or the results of
operations which would actually have been reported if the transactions had
occurred on the dates or for the periods indicated, or which may be reported in
the future. The pro forma financial information should be read in conjunction
with the separate historical consolidated financial statements and the related
notes to such financial statements of James River and of Jamont Holdings,
incorporated by reference herein.
6
<PAGE>
JAMES RIVER AND JAMONT HOLDINGS
AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONSOLIDATED CAPITALIZATION
(UNAUDITED)
DECEMBER 26, 1993
(IN MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
HISTORICAL INCREASE PRO FORMA
JAMES RIVER JAMONT HOLDINGS (DECREASE) CONSOLIDATED
<S> <C> <C> <C> <C>
(NOTE 2)
Current portion of long-term debt $ 97.3 $ 69.7 $ 167.0
Long-term debt:
Commercial paper and borrowings
supported by revolving credit
facilities 287.1 423.4 $ 11.4(c) 721.9
Notes and debentures 1,655.7 263.6 325.0(d) 2,244.3
Total long-term debt (net of
current portion) 1,942.8 687.0 336.4 2,966.2
Minority interests 7.0 158.8 165.8
Shareholders' equity:
Preferred stock 454.1 250.0(d) 704.1
Common shareholders' equity 1,514.1 843.0 (843.0)(e) 1,506.1
(8.0)(c)
Total shareholders' equity 1,968.2 843.0 (601.0) 2,210.2
Total capitalization $ 4,015.3 $ 1,758.5 $(264.6) $5,509.2
</TABLE>
The accompanying notes are an integral part of this pro forma information.
7
<PAGE>
JAMES RIVER AND JAMONT HOLDINGS
AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(UNAUDITED)
DECEMBER 26, 1993
(IN MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
HISTORICAL INCREASE PRO FORMA
JAMES RIVER JAMONT HOLDINGS (DECREASE) CONSOLIDATED
<S> <C> <C> <C> <C>
(NOTE 2)
ASSETS
Current assets:
Cash and short-term securities $ 23.6 $ 81.4 $ 105.0
Accounts receivable 422.9 396.2 819.1
Inventories 666.5 176.0 842.5
Other current assets 169.3 5.7 175.0
Total current assets 1,282.3 659.3 1,941.6
Property, plant, and equipment 5,400.8 1,378.6 6,779.4
Less accumulated depreciation and
cost of timber harvested 1,829.3 267.5 2,096.8
Net property, plant, and
equipment 3,571.5 1,111.1 4,682.6
Investments in affiliates 519.5 18.5 $(423.5)(a) 114.5
Other assets 324.7 39.2 3.0(c) 366.9
Goodwill 153.3 451.3 155.9(b) 760.5
Total assets $ 5,851.3 $ 2,279.4 $(264.6) $7,866.1
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Current portion of long-term
debt $ 97.3 $ 69.7 $ 167.0
Other current liabilities 683.8 396.5 1,080.3
Total current liabilities 781.1 466.2 1,247.3
Long-term debt 1,942.8 687.0 $ 325.0(d) 2,966.2
11.4(c)
Other long-term liabilities 721.8 34.8 756.6
Deferred income taxes 430.4 89.6 520.0
Minority interests 7.0 158.8 165.8
Shareholders' equity:
Preferred stock 454.1 250.0(d) 704.1
Common shareholders' equity 1,514.1 843.0 (843.0)(e) 1,506.1
(8.0)(c)
Total shareholders' equity 1,968.2 843.0 (601.0) 2,210.2
Total liabilities and
shareholders' equity $ 5,851.3 $ 2,279.4 $(264.6) $7,866.1
</TABLE>
The accompanying notes are an integral part of this pro forma information.
8
<PAGE>
JAMES RIVER AND JAMONT HOLDINGS
AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 26, 1993
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
HISTORICAL INCREASE PRO FORMA
JAMES RIVER JAMONT HOLDINGS (DECREASE) CONSOLIDATED
<S> <C> <C> <C> <C>
(NOTE 3)
Net sales $ 4,650.2 $ 1,482.1 $6,132.3
Cost of goods sold 3,858.6 947.9 $ 3.9(a) 4,810.4
Selling and administrative
expenses 677.6 466.1 1,143.7
Income from operations 114.0 68.1 (3.9) 178.2
Interest expense 137.5 72.3 22.8(b) 232.6
Other income, net 40.0 17.6 (2.4)(c) 55.2
Income before income taxes and
minority interest 16.5 13.4 (29.1) 0.8
Income tax expense (benefit) 18.9 15.7 (8.9)(d) 25.7
Loss before minority interest (2.4) (2.3) (20.2) (24.9)
Minority interest 2.1 2.0 4.1
Net loss $ (0.3) $ (0.3) $ (20.2) $ (20.8)
Preferred dividend requirements (32.8) (18.8)(e) (51.6)
Net loss applicable to common
shares $ (33.1) $ (0.3) $ (39.0) $ (72.4)
Net loss per common share
and common share equivalent $ (0.40) $ (0.88)
Weighted average number of common
shares and common share
equivalents 81.9 81.9
</TABLE>
The accompanying notes are an integral part of this pro forma information.
9
<PAGE>
JAMES RIVER AND JAMONT HOLDINGS
AND CONSOLIDATED SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)
1. BASIS OF REPORTING
The accompanying pro forma consolidated capitalization and condensed
balance sheet as of December 26, 1993, and the pro forma consolidated statement
of operations for the year then ended give effect to the acquisition of the
remaining 50% interest in Jamont Holdings using the purchase method of
accounting. The aggregate purchase price to be paid for the additional interest
in Jamont Holdings is approximately $575 million, excluding estimated
acquisition and financing costs of $11.4 million. The accompanying pro forma
consolidated financial statements give effect to the expected issuances of
approximately $325 million of Debt Securities and approximately $250 million of
Preferred Stock, the proceeds of which will be used to finance the Jamont
Holdings acquisition.
The values assigned to the net assets acquired will be based upon the
determination, after the consummation of the transaction, of the fair values of
the assets acquired and liabilities assumed. Jamont Holdings was originally
formed in 1990, at which time its assets and liabilities were adjusted to then
fair values. In 1991, Jamont Holdings commenced a $600 million capital expansion
program which was completed in 1993. Accordingly, based on the relatively recent
valuations of Jamont Holdings' assets and liabilities, for the purpose of these
pro forma consolidated financial statements, the excess of the purchase price
over such estimated fair value of the net assets acquired, approximating $156
million, has been allocated to goodwill.
Historical financial information on Jamont Holdings contained in the pro
forma consolidated financial statements has been derived from the audited
financial statements of Jamont Holdings as of December 31, 1993, and for the
year then ended, prepared in accordance with accounting standards generally
accepted in The Netherlands and measured in European Currency Units. Such
financial information has been adjusted to conform to U.S. generally accepted
accounting principles and translated into U.S. dollars.
2. PRO FORMA BALANCE SHEET AND CAPITALIZATION ADJUSTMENTS
The pro forma consolidated capitalization and condensed balance sheet give
effect to the adjustments described below.
(a) To eliminate James River's existing investment in Jamont Holdings
as of December 26, 1993, previously accounted for using the equity
method.
(b) To record estimated goodwill, representing the excess of James
River's purchase price over the estimated fair value of Jamont
Holdings' net equity.
(c) To record $11.4 million of estimated acquisition and financing
costs, assumed to be funded through borrowings under the Company's
revolving credit facility, detailed as follows:
(i) $0.4 million related to the acquisition of Jamont Holdings,
excluding financing-related costs;
(ii) $3.0 million related to the issuance of $325 million of Debt
Securities; and
(iii) $8.0 million related to the issuance of $250 million of
Preferred Stock.
(d) To record the assumed issuances of the following James River
securities:
(i) $325 million of Debt Securities issued in connection with the
acquisition of Jamont Holdings; and
(ii) $250 million of Preferred Stock issued in connection with the
acquisition of Jamont Holdings.
(e) To eliminate the Jamont Holdings historical shareholders' equity
balances.
10
<PAGE>
JAMES RIVER AND JAMONT HOLDINGS
AND CONSOLIDATED SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION, CONTINUED
(UNAUDITED)
3. PRO FORMA STATEMENT OF OPERATIONS ADJUSTMENTS
The pro forma consolidated statement of operations gives effect to the
adjustments described below.
(a) To record amortization of the incremental goodwill, using the
straight-line method over an assumed life of 40 years.
(b) To record interest expense on the $325 million of incremental
long-term debt, at an assumed interest rate of 7.0%.
(c) To reverse James River's share of the earnings of Jamont Holdings
associated with its existing 50% ownership interest, previously
accounted for using the equity method.
(d) To record income tax benefits related to the incremental interest
expense.
(e) To reflect increased preferred dividend requirements related to
the issuance of the $250 million of additional Preferred Stock, at
an estimated dividend yield of 7.5%.
4. LENDER CONSENTS
For purposes of these pro forma consolidated financial statements, it has
been assumed that any necessary consents or waivers which may be required for
the consummation of the acquisition of the remaining interest in Jamont Holdings
have been obtained by James River and that no incremental costs will be incurred
in obtaining such consents or waivers.
5. PRO FORMA CONSOLIDATED SEGMENT INFORMATION
Following the consummation of the acquisition of the remaining interest in
Jamont Holdings, 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
Holdings as part of its Consumer Products segment.
6. PRO FORMA RATIOS
On a pro forma basis, after reflecting the assumed acquisition and
financing of Jamont Holdings, James River's earnings were inadequate to cover
both fixed charges and combined fixed charges and preferred stock dividends for
the year ended December 26, 1993. The amount of the deficiency of pro forma
earnings compared to pro forma fixed charges was $13.3 million, and the amount
of the deficiency of pro forma earnings compared to pro forma combined fixed
charges and preferred stock dividends was $97.8 million for this year. See
"Ratios" herein.
11
<PAGE>
ENVIRONMENTAL MATTERS
Like its competitors, James River is subject to extensive regulation by
various federal, state, provincial, and local agencies concerning compliance
with environmental control statutes and regulations. These regulations impose
limitations on the discharge of materials into the environment, including
effluent and emission limitations, as well as require the Company to obtain and
operate in compliance with the conditions of permits and other governmental
authorizations.
James River has made and will continue to make substantial capital
investments and operating expenditures, as well as production adjustments, in
connection with compliance with environmental laws and regulations, including
the Clean Air Act Amendments of 1990 (the "Clean Air Act"), the Clean Water Act,
the Resource Conservation and Recovery Act, and others. During 1993, capital
expenditures totalling approximately $58 million were made by James River for
pollution control facilities and equipment. Estimates of costs for future
environmental compliance are necessarily imprecise due to, among other things,
the continuing emergence of new environmental laws and regulations and
environmental control or process technology developments. While the Company
believes that its environmental control costs are likely to increase as
environmental regulations become broader and more stringent, James River is
unable to predict, except as described below, the amount or timing of such
increases, or the extent to which the impact of any future regulations on James
River would be proportional to the impact on its competitors. Such future
regulations could materially increase the Company's capital requirements in
future years.
In December 1993, the U.S. Environmental Protection Agency (the "EPA ")
published draft rules, informally referred to as the "cluster rules ", which
contain proposed revisions to the effluent guidelines under the Clean Water Act
in conjunction with new regulations relating to the discharge of certain
substances under the Clean Air Act. The final rules are scheduled to be issued
in late 1995, with a nominal compliance date of 1998. The new rules may require
significant changes in the pulping and/or bleaching process presently used in
some U.S. pulp mills, including several of James River's mills, necessitating
additional capital expenditures to achieve compliance by approximately 1998.
Based on preliminary estimates, the Company anticipates that such capital
expenditures could be at least $300 million for James River. This estimate could
change, depending on several factors, including, among others, (i) the ability
of the Company and other pulp manufacturers to convince the EPA that the
proposed regulations are unnecessarily complex, burdensome, and environmentally
unjustified; (ii) the outcome of potential administrative and judicial
challenges; (iii) new developments in control and process technology; and (iv)
any unfavorable revisions to the proposed cluster rules based on public comment.
In addition, James River has been identified as a potentially responsible
party ("PRP") and is involved in remedial investigations and actions under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, or similar
state laws regarding the past disposal of wastes at approximately 45 sites in
the United States. Such statutes may impose joint and several liability for the
costs of remedial investigations and actions on the entities that arranged for
disposal of the wastes, the waste generators, the waste transporters, and the
owners and operators of waste sites. Responsible parties (or any one of them,
including the Company) may be required to bear all of such costs regardless of
fault, legality of the original disposal, or ownership of the disposal site. The
Company has settled or resolved actions related to certain sites at minimal cost
and has determined that it has no responsibility with regard to certain other
sites for which it has received notification. In most cases, James River is one
of many PRP's, and its relative contributions of waste materials have been
minor. However, at the Solvent Recovery Services of New England site in
Connecticut, James River has been notified by the EPA that, based on records
available at this time, the Company appears to be one of the largest
"potentially responsible parties ". As is the case with most manufacturing and
many other entities, there can be no assurance that the Company will not be
named as a PRP at additional sites in the future or that the costs associated
with such additional sites would not be material.
In accordance with financial reporting requirements, including Statement of
Financial Accounting Standards No. 5, James River's policy is to accrue
remediation costs when it is probable that such costs will be incurred and when
they can be reasonably estimated. As of December 26, 1993, James River's accrued
environmental remediation liabilities totalled $22.2 million. This amount
reflects management's best estimate of James River's ultimate liability for such
costs. On a quarterly basis, the Company reviews the status of all significant
existing or potential environmental issues and adjusts its accrual as necessary.
Estimates of costs for future remediation are
12
<PAGE>
necessarily imprecise due to, among other things, the identification of
presently unknown remediation sites and the allocation of costs among PRP's. The
Company believes that its share of the ultimate costs of cleanup for its current
remediation sites will not have a material adverse impact on its financial
condition.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The Company is authorized to issue five million shares of Preferred Stock,
par value $10 per share, in series. As of April 29, 1994, the Company had
outstanding the following series of Preferred Stock:
<TABLE>
<CAPTION>
SHARES
OUTSTANDING
<S> <C>
Series D Cumulative Preferred Stock............................................................... 12,400
Series K $3.375 Cumulative Convertible Exchangeable Preferred Stock............................... 1,999,995
Series L $14.00 Cumulative Convertible Exchangeable Preferred Stock............................... 1,000,000
Series N $14.00 Cumulative Convertible Exchangeable Preferred Stock............................... 264,042
Series O 8 1/4% Cumulative Preferred Stock........................................................ 200,000
Total...................................................................................... 3,476,437
</TABLE>
In addition, in connection with its Shareholder Rights Plan, the Company
has reserved 150,000 shares of Preferred Stock for the issuance of Series M
Cumulative Participating Preferred Stock (the "Series M Preferred Stock"). When
exercisable, each share purchase right (a "Right ") entitles its holder to
purchase one one-thousandth of a share of Series M Preferred Stock at an
exercise price of $150 per share, subject to adjustment. The Rights will be
exercisable only if a person or group acquires, has the right to acquire, or has
commenced a tender offer for 15% or more of the outstanding common stock of the
Company (the "Common Stock").
The Board of Directors of the Company is authorized by the Company's
Articles of Incorporation to provide, without further shareholder action, for
the issuance of one or more additional series of Preferred Stock. The Board of
Directors, or a duly authorized committee thereof, has the power to fix various
terms with respect to each series, including voting powers, designations,
preferences, dividend rates, conversion and exchange provisions, redemption
provisions, and the amounts which holders are entitled to receive upon any
liquidation, dissolution or winding up of James River. The Preferred Stock of
each series shall rank on a parity with the Preferred Stock of every other
series as to dividends and assets according to the respective dividend rates and
series, and without the preference or priority of any series over any other
series. However, all shares of the Preferred Stock shall be preferred over the
Common Stock, to the extent provided for in any series of Preferred Stock, as to
both dividends and amounts distributable upon any voluntary or involuntary
liquidation of James River. The applicable Prospectus Supplement or Prospectus
Supplements set forth the particular designation, preferences, and rights of the
series of Preferred Stock in respect of which this Prospectus is delivered.
DESCRIPTION OF DEPOSITARY SHARES
Each Depositary Share will represent a fraction of a share of Preferred
Stock deposited under the Deposit Agreement ( "Deposit Agreement"), among James
River, Wachovia Bank & Trust Company, N.A., as Depositary ("Depositary") and the
holders from time to time of Depositary Receipts issued thereunder. Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share will be
entitled, proportionately, to all of the rights and preferences of the Preferred
Stock represented thereby contained in James River's Articles of Incorporation
and the Articles of Amendment creating the Preferred Stock. James River does not
expect that there will be any public trading market for the Preferred Stock
except as represented by the Depositary Shares.
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ( "Depositary Receipts "). The above
description of the Depositary Shares is not complete and is subject to, and
qualified in its entirety by, the description in the applicable Prospectus
Supplement and the provisions of the Deposit Agreement (which contains the form
of Depositary Receipt), a copy of which has been filed with the Commission as an
exhibit to the Registration Statement of which this Prospectus is a part.
13
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Preferred Stock and Depositary Shares representing
Preferred Stock being offered hereby in any of four ways: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters and (iv) through
dealers.
Offers to purchase Preferred Stock or Depositary Shares representing
Preferred Stock may be solicited directly by the Company or by agents designated
by the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, involved in
the offer or sale of the Preferred Stock or Depositary Shares representing
Preferred Stock in respect of which this Prospectus is delivered is named and
any commissions payable by the Company to such agent are set forth in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment (ordinarily five business days or less). Agents may be customers of,
engage in transactions with or perform services for, the Company in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them, and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Preferred Stock or Depositary Shares
representing Preferred Stock in respect of which this Prospectus is delivered to
the public.
If a dealer is utilized in the sale of the Preferred Stock or Depositary
Shares representing Preferred Stock in respect of which this Prospectus is
delivered, the Company will sell such Preferred Stock or Depositary Shares
representing Preferred Stock to the dealer, as principal. The dealer may then
resell such Preferred Stock or Depositary Shares representing Preferred Stock to
the public at varying prices to be determined by such dealer at the time of
resale.
Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.
The place and time of delivery for the Preferred Stock or Depositary Shares
representing Preferred Stock in respect of which this Prospectus is delivered
are set forth in the Prospectus Supplement.
LEGAL OPINIONS
The legality of the Preferred Stock or the Depositary Shares representing
Preferred Stock in respect of which this Prospectus is being delivered will be
passed on for the Company by McGuire, Woods, Battle & Boothe, Richmond,
Virginia. Anne M. Whittemore, a director of the Company, is a Partner in the law
firm of McGuire, Woods, Battle & Boothe. Lawyers of such firm own an aggregate
of approximately 20,500 shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of James River and Subsidiaries
incorporated by reference into its Annual Report on Form 10-K for the year ended
December 26, 1993, and the related financial statement schedules included in
such Form 10-K, have been audited by Coopers & Lybrand, independent accountants,
as set forth in their reports dated January 25, 1994, included therein and
incorporated herein by reference. These consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
The consolidated balance sheet of Jamont Holdings and Subsidiaries as of
December 31, 1993, and the related consolidated profit and loss account for the
year then ended, included in James River's Current Report on Form 8-K dated
April 27, 1994, have been audited by Coopers & Lybrand, independent accountants,
as set forth in their report dated March 14, 1994, included therein and
incorporated herein by reference. The aforementioned financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee.............................................................................. $ 99,239
Accountants' fees and expenses.................................................................... 30,000
Attorneys' fees and expenses...................................................................... 75,000
Printing and engraving expenses................................................................... 40,000
NYSE listing fee.................................................................................. 80,000
Depositary fees and expenses...................................................................... 5,000
State qualification fees and expenses............................................................. 10,000
Rating agencies' fees............................................................................. 135,000
Miscellaneous..................................................................................... 861
Total........................................................................................ $475,100*
</TABLE>
*All fees and expenses other than the SEC registration fee are estimated. The
SEC registration fee includes fees paid to the SEC for the Registration
Statement on Form S-3 (Registration No. 33-53411).
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VI of the Company's Amended and Restated Articles of Incorporation
provide for mandatory indemnification of any director or officer of the Company
who is, was, or is threatened to be made a party to a proceeding (including a
proceeding by or in right of the Company) because he is or was a director or
officer of the Company or because he is or was serving the Company or other
legal entity in any capacity at the request of the Company while a director or
officer of the Company, against all liabilities and reasonable expenses incurred
in the proceeding, except such liabilities and expenses as are incurred because
of such director's or officer's willful misconduct or knowing violation of the
criminal law.
The Company's Amended and Restated Articles of Incorporation also provide
that in every instance permitted under Virginia corporate law in effect from
time to time, the liability of a director or officer of the Company to the
Company or its shareholders arising out of a single transaction, occurrence or
course of conduct shall not exceed one dollar.
The Company maintains a standard policy of officers' and directors'
liability insurance.
In the Underwriting Agreement, a proposed form of which is filed as Exhibit
1.1 hereto, the Underwriters will agree to indemnify, under certain conditions,
the Company, its directors, certain of its officers and persons who control the
Company within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), against certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement, previously filed with the Company's Registration Statement No. 33-53411
on Form S-3
3.1 Amended and Restated Articles of Incorporation, as amended effective January 4, 1990 (incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 26,
1993)
3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation designating the Series O
8- 1/4% Cumulative Preferred Stock ($10.00 par value), effective October 1, 1992 (incorporated by
reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 26,
1993)
3.3 Bylaws of James River, amended as of April 28, 1994 (incorporated by reference to Exhibit 3(c) to the
Company's Annual Report on Form 10-K for the year ended December 26, 1993)
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
4.1 Amended and Restated Rights Agreement dated May 12, 1992, between James River and NationsBank of
Virginia, N.A., as Rights Agent, and Amendment No. 1 to such Agreement, dated June 8, 1992
(incorporated by reference to Exhibits 2 and 3, respectively, to the Company's filing of Amendment
No. 1 dated July 28, 1992 to its Form 8-A dated March 3, 1989)
4.2 Form of Deposit Agreement relating to Preferred Stock, previously filed with the Company's Registration
Statement No. 33-53411 on Form S-3
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe as to the validity of the Preferred Stock and
Common Stock, previously filed with the Company's Registration Statement No. 33-53411 on Form S-3
12.1 Computation of ratios of earnings to fixed charges (incorporated by reference to Exhibit 12 to the
Company's Annual Report on Form 10-K for the year ended December 26, 1993)
12.2 Computation of ratios of earnings to combined fixed charges and preferred stock dividends, previously
filed with the Company's Registration Statement No. 33-53411 on Form S-3
23.1 Consent of Coopers & Lybrand with respect to the audited financial statements of James River, filed
herewith
23.2 Consent of Coopers & Lybrand with respect to the audited financial statements of Jamont Holdings, filed
herewith
23.3 Consent of McGuire, Woods, Battle & Boothe (included as part of Exhibit 5.1)
24.1 Powers of attorney from officers and directors of the Company signing by an attorney-in-fact, filed
herewith
</TABLE>
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond and Commonwealth of Virginia, on June
20, 1994.
JAMES RIVER CORPORATION OF VIRGINIA
By: /s/ STEPHEN E. HARE
Stephen E. Hare
Senior Vice President, Corporate
Finance and Chief Financial
Officer
Pursuant to the requirements of the Securities Act, this amendment to the
registration statement has been signed below by the following persons on June
20, 1994, in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
ROBERT C. WILLIAMS* Chairman of the Board of Directors, President, and
Robert C. Williams Chief Executive Officer (Principal Executive Officer)
/S/ STEPHEN E. HARE Senior Vice President, Corporate Finance and Chief
Stephen E. Hare Financial Officer (Principal Financial and Accounting Officer)
FITZGERALD BEMISS* Director
FitzGerald Bemiss
WILLIAM T. COMFORT, JR.* Director
William T. Comfort, Jr.
WILLIAM V. DANIEL* Director
William V. Daniel
BRUCE C. GOTTWALD* Director
Bruce C. Gottwald
ROBERT M. O'NEIL* Director
Robert M. O'Neil
ANNE M. WHITTEMORE* Director
Anne M. Whittemore
</TABLE>
*By: /s/ STEPHEN E. HARE
Stephen E. Hare
Attorney-in-fact
II-3
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
<S> <C> <C>
4.1 Amended and Restated Rights Agreement dated May 12, 1992, between James River and NationsBank of
Virginia, N.A., as Rights Agent, and Amendment No. 1 to such Agreement, dated June 8, 1992
(incorporated by reference to Exhibits 2 and 3, respectively, to the Company's filing of Amendment
No. 1 dated July 28, 1992 to its Form 8-A dated March 3, 1989)
4.2 Form of Deposit Agreement relating to Preferred Stock, previously filed with the Company's Registration
Statement No. 33-53411 on Form S-3
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe as to the validity of the Preferred Stock and
Common Stock, previously filed with the Company's Registration Statement No. 33-53411 on Form S-3
12.1 Computation of ratios of earnings to fixed charges (incorporated by reference to Exhibit 12 to the
Company's Annual Report on Form 10-K for the year ended December 26, 1993)
12.2 Computation of ratios of earnings to combined fixed charges and preferred stock dividends, previously
filed with the Company's Registration Statement No. 33-53411 on Form S-3
23.1 Consent of Coopers & Lybrand with respect to the audited financial statements of James River, filed
herewith
23.2 Consent of Coopers & Lybrand with respect to the audited financial statements of Jamont Holdings, filed
herewith
23.3 Consent of McGuire, Woods, Battle & Boothe (included as part of Exhibit 5.1)
24.1 Powers of attorney from officers and directors of the Company signing by an attorney-in-fact, filed
herewith
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent: (i) to the reference to our Firm under the caption "Experts" in this
Registration Statement on Form S-3 of James River Corporation of Virginia; and
(ii) to the incorporation by reference therein of our reports dated January 25,
1994, on our audits of the consolidated financial statements and financial
statement schedules of James River Corporation of Virginia and Subsidiaries as
of December 26, 1993 and December 27, 1992, and for each of the three fiscal
years in the period ended December 26, 1993, which reports are included therein
or incorporated by reference in the Annual Report on Form 10-K for the fiscal
year ended December 26, 1993.
COOPERS & LYBRAND
Richmond, Virginia
June 20, 1994
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent: (i) to the reference to our Firm under the caption "Experts" in this
Registration Statement on Form S-3 of James River Corporation of Virginia; and
(ii) to the incorporation by reference therein of our report dated March 14,
1994, on our audit of the consolidated financial statements of Jamont Holdings,
N.V. as of December 31, 1993 and for the year then ended , which report is filed
on the Form 8-K, dated April 27, 1994.
COOPERS & LYBRAND
Eindhoven, The Netherlands
June 20, 1994
POWER OF ATTORNEY
The undersigned hereby appoints and authorizes Stephen E. Hare, Clifford A.
Cutchins, IV and Michael J. Allan, and each of them (with full power in granting
any of them to act alone) his true and lawful attorneys-in-fact, granting such
attorneys the authority in his name and on his behalf to execute, individually
and in each capacity stated below, and to file any of the documents referred to
below relating to the registration with the Securities and Exchange Commission
(the "Commission") and listing on the New York Stock Exchange (the "NYSE") of
(i) shares of one or more additional series of preferred stock of James River
Corporation of Virginia, depositary receipts therefor, if any, and any shares of
Common Stock or other securities of James River Corporation of Virginia, if any,
which may be issuable upon redemption, conversion or exchange thereof and/or
(ii) one or more series of debt securities consisting of debentures, notes
and/or other evidences of indebtedness to be distributed by such underwriters as
may be selected by management, such documents being: a registration statement to
be filed with the Commission; such statements with, or applications to, the
regulatory authorities of any state in the United States and any foreign country
as may be necessary to permit such shares, receipts or debt securities to be
offered in such state and country; any and all other documents required to be
filed with respect thereto with any regulatory authority; a listing application
with the NYSE; and any and all amendments to any of the foregoing, with all
exhibits and documents required to be filed in connection therewith. The
undersigned further grants unto said attorneys, and each of them, full power and
authority to perform each and every act necessary to be done in order to
accomplish the foregoing registration as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned have signed this power of attorney this
20th day of June, 1994.
/s/ Robert C. Williams /s/ Stephen E. Hare
Robert C. Williams Stephen E. Hare
Chairman of the Board of Senior Vice President,
Directors, President and Corporate Finance and Chief
Chief Executive Officer Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
/s/ FitzGerald Bemiss /s/ William V. Daniel
FitzGerald Bemiss William V. Daniel
Director Director
/s/ William T. Comfort, Jr. /s/ Bruce C. Gottwald
William T. Comfort, Jr. Bruce C. Gottwald
Director Director
/s/ Robert M. O'Neil /s/ Anne M. Whittemore
Robert M. O'Neil Anne M. Whittemore
Director Director
