Registration No. 33-______________
As filed with the Securities and Exchange Commission on December 30, 1994.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
Form S-8
Registration Statement
Under the Securities Act of 1933
_______________
JAMES RIVER CORPORATION
of Virginia
(Exact name of registrant as specified in its charter)
Virginia 54-0848173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219
(Address of Principal Executive Offices and Zip Code)
_______________
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
CLIFFORD A. CUTCHINS, IV, ESQ., Senior Vice President,
General Counsel, Corporate Secretary
James River Corporation of Virginia
120 Tredegar Street
Richmond, Virginia 23219
(804) 644-5411
(Name, address, and telephone number of agent for service)
_______________
The securities covered by this registration statement will be
issued to employees of James River Corporation of Virginia's Canadian
operating subsidiaries from time to time pursuant to the James River
Corporation of Virginia Canadian Employees Stock Purchase Plan (the
"Plan") as amended.
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount
Title of securities to be maximum maximum of
to be registered (b) registered offering aggregate registration
price per offering fee
share (a) price (a)
Common Stock 100,000 $20.3125 $2,031,250 $700
Rights to Purchase
Series M Cumulative $100
Participating
Preferred Stock, $10
par value (c)
(a) Estimated solely for the purpose of calculating the
registration fee; based on the average of the high and low prices
for Common Stock in the Consolidated Reporting System of the New
York Stock Exchange on December 28, 1994.
(b) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein.
(c) The Rights to Purchase Series M Cumulative Participating
Preferred Stock (the "Rights") will be attached to and traded with
shares of the Common Stock. Value attributable to such Rights, if
any, will be reflected in the market price of the shares of such
Common Stock. The fee paid represents the minimum statutory fee
pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
James River Corporation of Virginia ("James River" or the
"Company") and the Company's Canadian Employees Stock Purchase Plan
(the "Plan") have filed the following documents with the Securities
and Exchange Commission (the "Commission") (File No. 1-7911) and
such documents are incorporated herein by reference: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993; (ii) the James River Corporation of Virginia
Canadian Employees Stock Purchase Plan (the "Plan") Annual Report on
Form 11-K for the year ended December 31, 1993; (iii) the Company's
Proxy Statement for the annual meeting held on April 28, 1994; (iv)
the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 27, 1994, June 26, 1994, and September 25, 1994; and (v) the
Company's Current Reports on Form 8-K dated January 25, 1994,
February 22, 1994, April 21, 1994, April 27, 1994, June 1, 1994,
June 29, 1994, July 5, 1994, July 21, 1994, August 22, 1994,
September 28, 1994, October 26, 1994, and November 22, 1994.
Also filed with the Commission and incorporated herein by
reference are (i) the description of the Company's common stock,
$.10 par value ("Common Stock"), included in the Registration
Statement on Form 8-A dated January 3, 1980, incorporating by
reference the description included under the heading "Description of
Common Stock" 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 (ii) the description of the Rights
to Purchase Series M Cumulative Participating Preferred Stock (the
"Rights") included in the Registration Statement on 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 James River and the Plan pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date hereof and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
As the Common Stock and the Rights are registered under Section
12 of the Exchange Act, this item is not applicable.
Item 5. Interests of Named Experts and Counsel
This item is not applicable.
Item 6. 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 or her 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 provides 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 or she is or was a director or officer of the
Company or because he or she 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 be limited to one dollar.
The Company maintains a standard policy of officers' and
directors' liability insurance.
Item 7. Exemption from Registration Claimed
This item is not applicable.
Item 8. Exhibits
4(a) Amended and Restated Articles of Incorporation of
James River Corporation of Virginia, as amended
effective January 4, 1990 (incorporated by
reference to Exhibit 3(a) to James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(b) Articles of Amendment to the Amended and Restated
Articles of Incorporation of James River
Corporation of Virginia 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 James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(c) Articles of Amendment to the Amended and Restated
Articles of Incorporation of James River
Corporation of Virginia Designating the Series P
9% Cumulative Convertible Preferred Stock ($10.00
par value) (incorporated by reference to Exhibit
3.1 to James River's Current Report on Form 8-K
dated June 29, 1994).
4(d) Bylaws of James River Corporation of Virginia,
amended as of April 28, 1994 (incorporated by
reference to Exhibit 3(c) to James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(e) Amended and Restated Rights Agreement dated as of
May 12, 1992, between James River Corporation of
Virginia and NationsBank of Virginia, N.A., as
Rights Agent, and Amendment No. 1 to such
Agreement, dated as of June 8, 1992 (incorporated
by reference to Exhibits 2 and 3, respectively, to
James River's filing on Amendment No. 1 to
Application or Report on Form 8 dated July 28,
1992, amending the Registration Statement on Form
8-A dated March 3, 1989).
23 Consent of Coopers & Lybrand L.L.P. -- filed
herewith. E-1
99 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 the James River
Corporation of Virginia Canadian Employees Stock
Purchase Plan Registration Statement on Form S-8
(No. 33-43207) dated October 15, 1991).
Item 9. Undertakings
The undersigned registrant and the Plan hereby undertake:
(a) (1) 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 of 1933, as amended (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)(1)(i) and (a)(1)(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 with or furnished to the Commission by James River
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purposes 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.
(3) 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.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of James River's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act, and each
filing of the Plan's annual report pursuant to Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of James River pursuant to the foregoing
provisions, or otherwise, James River has been advised that in the
opinion of the Securities and Exchange 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 James River of expenses incurred or paid by a director,
officer, or controlling person of James River 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, James River 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, James River Corporation of Virginia certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on the 30th day of December 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 of 1933, this
registration statement has been signed by the following persons in
the capacities indicated and on the date indicated below.
Signature Title Date
/s/Robert C. Williams Chairman, President, and December 30, 1994
Robert C. Williams Chief Executive Officer and
Director (Principal Executive Officer)
/s/Stephen E. Hare Senior Vice President December 30, 1994
Stephen E. Hare Corporate Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/FitzGerald Bemiss Director December 22, 1994
FitzGerald Bemiss
/s/William T. Burgin Director December 22, 1994
William T. Burgin
/s/Worley H. Clark, Jr. Director December 22, 1994
Worley H. Clark, Jr.
/s/William T. Comfort, Jr. Director December 22, 1994
William T. Comfort, Jr
/s/William V. Daniel Director December 30, 1994
William V. Daniel
/s/Bruce C. Gottwald Director December 22, 1994
Bruce C. Gottwald
/s/Robert M. O'Neil Director December 22, 1994
Robert M. O'Neil
/s/Joseph T. Piemont Director December 30, 1994
Joseph T. Piemont
/s/Anne M. Whittemore Director December 22, 1994
Anne M. Whittemore
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Richmond, Commonwealth of Virginia, on the 30th day of
December 1994.
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
By/s/Michael J. Allan
Michael J. Allan
Committee Member
By/s/Joseph L. Fischer
Joseph L. Fischer
Committee Member
By/s/Daniel J. Girvan
Daniel J. Girvan
Committee Member
By/s/Stephen E. Hare
Stephen E. Hare
Committee Member
By/s/Joseph T. Piemont
Joseph T. Piemont
Committee Member
By/s/Robert C. Williams
Robert C. Williams
Committee Member (Chairman)
EXHIBIT INDEX
Exhibit
Number Description Section
4(a) Amended and Restated Articles of Incorporation of
James River Corporation of Virginia, as amended
effective January 4, 1990 (incorporated by
reference to Exhibit 3(a) to James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(b) Articles of Amendment to the Amended and Restated
Articles of Incorporation of James River
Corporation of Virginia 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 James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(c) Articles of Amendment to the Amended and Restated
Articles of Incorporation of James River
Corporation of Virginia Designating the Series P
9% Cumulative Convertible Preferred Stock ($10.00
par value) (incorporated by reference to Exhibit
3.1 to James River's Current Report on Form 8-K
dated June 29, 1994).
4(d) Bylaws of James River Corporation of Virginia,
amended as of April 28, 1994 (incorporated by
reference to Exhibit 3(c) to James River's Annual
Report on Form 10-K for the fiscal year ended
December 26, 1993).
4(e) Amended and Restated Rights Agreement dated as of
May 12, 1992, between James River Corporation of
Virginia and NationsBank of Virginia, N.A., as
Rights Agent, and Amendment No. 1 to such
Agreement, dated as of June 8, 1992 (incorporated
by reference to Exhibits 2 and 3, respectively, to
James River's filing on Amendment No. 1 to
Application or Report on Form 8 dated July 28,
1992, amending the Registration Statement on Form
8-A dated March 3, 1989).
23 Consent of Coopers & Lybrand L.L.P. -- filed
herewith. E-1
99 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 the James River
Corporation of Virginia Canadian Employees Stock
Purchase Plan Registration Statement on Form S-8
(No. 33-43207) dated October 15, 1991).
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the James River Corporation of
Virginia Canadian Employees Stock Purchase Plan, of: (i) 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 ("James River") 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 James River's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993; and
(ii) 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 the related Annual Report on
Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
December 29, 1994
