SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the year ended December 31, 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:
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
JAMES RIVER CORPORATION OF VIRGINIA
120 Tredegar Street, Richmond, Virginia 23219
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
_____________________
Items 1. and 2. Financial Statements and Exhibits
a. Financial statements: Pages
Report of independent accountants 3
Statements of financial condition as of
December 31, 1994 and 1993 4
Statements of income and changes in plan equity for
the years ended December 31, 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:
4. James River Corporation of Virginia Canadian Employees Stock Purchase
Plan, as amended and restated effective October 1, 1990 (incorporated
by reference to Exhibit 4(a) to James River's Canadian Employees Stock
Purchase Plan Registration Statement on Form S-8 (File No. 33-43207),
dated October 15, 1991).
23. Consent of independent accountants -- filed herewith.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension Plan Management Committee of
James River Corporation of Virginia:
We have audited the accompanying statements of financial condition of
the James River Corporation of Virginia Canadian Employees Stock
Purchase Plan (the "Plan") as of December 31, 1994 and 1993, and the
related statements of income and changes in plan equity for each of
the three years in the period ended December 31, 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 December 31, 1994 and 1993, and the income and changes in plan
equity for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
February 24, 1995
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
as of December 31, 1994 and 1993
1994 1993
ASSETS
Cash $69,807 $52,879
Contributions receivable:
Employer:
Basic 8,988 7,896
Additional 13,804 14,737
Employee 16,366 14,321
Investment in Common Stock, at market value
(historical cost: 1994--$1,553,067 and
1993--$1,471,408) 1,428,476 1,289,250
Total assets $1,537,441 $1,379,083
LIABILITIES AND PLAN EQUITY
Payable to withdrawing participants $123,910 $33,309
Plan equity 1,413,531 1,345,774
Total liabilities and plan equity $1,537,441 $1,379,083
The accompanying notes are an integral
part of the financial statements.
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992
Investment income:
Cash dividends on Common Stock $ 33,646 $ 32,333 $ 32,820
Interest on bank deposits 427 986 1,011
Total investment income 34,073 33,319 33,831
Change in net unrealized appreciation
or depreciation in fair value of
investments 57,567 78,531 (36,150)
Contributions and deposits:
Deposits by participating
employees 400,151 370,094 431,595
Contributions by employer:
Basic 216,955 201,528 236,177
Additional 14,334 15,129 16,830
Administrative costs 20,686 22,920 28,105
Total contributions and
deposits 652,126 609,671 712,707
Withdrawals and expenditures:
Distributions to participants (644,007) (692,284) (597,532)
Administrative costs (20,686) (22,920) (28,105)
Total withdrawals and
expenditures (664,693) (715,204) (625,637)
Foreign currency remeasurement
loss (11,316) (16,912) (17,311)
Net increase (decrease) in plan
equity 67,757 (10,595) 67,440
Plan equity, beginning of year 1,345,774 1,356,369 1,288,929
Plan equity, end of year $1,413,531 $1,345,774 $1,356,369
The accompanying notes are an integral
part of the financial statements.
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. General:
The James River Corporation of Virginia Canadian Employees Stock
Purchase Plan (the "Plan") was adopted by the Board of Directors of
James River Corporation of Virginia ("James River" or the "Company")
for the benefit of the employees of certain operating subsidiaries of
James River located in Canada (the "Participating Companies"). As of
December 31, 1994, the Participating Companies included James River-
Marathon, Ltd. ("Marathon") and James River Canada, Inc. ("JR
Canada"), formerly Canada Cup, Inc.
2. Summary of Significant Accounting Policies:
Cash
Substantially all contributions to the Plan are initially invested in
an interest-bearing account pending their investment in James River's
common stock, $.10 par value (the "Common Stock"). Interest earned
on such cash balances is credited to the Participants' accounts.
Cash balances are stated at cost which approximates market value.
Investment Valuation
The investment in Common Stock is stated at market value, based on
the closing price on the New York Stock Exchange Composite Tape on
the last trading day of the period. The closing market value per
share of Common Stock was $20.25 and $19.25 on December 31, 1994, and
December 31, 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 date of declaration. The cost
of securities sold is determined on an average-cost basis. The
assets of the Plan are held under a Trust Agreement, dated August 23,
1989, with National Trust Company (the "Trustee").
Contributions and Deposits
Employee and employer contributions are recorded on an accrual basis
as of the date the employees' contributions are withheld from the
employees' compensation. Employee and employer contributions are
transferred to the Trustee on a monthly basis. The Trustee uses such
contributions to periodically purchase shares of Common Stock which
are allocated to each Participant's account. Residual cash amounts
held by the Trustee are carried forward to the next month.
NOTES TO FINANCIAL STATEMENTS
(continued)
Foreign Currency Remeasurement
The functional currency of the Plan is the U.S. dollar. Assets and
liabilities of the Plan (except investments in Common Stock which are
stated at U.S. dollar market value) are remeasured from Canadian
dollars to U.S. dollars at the applicable year-end exchange rate.
The cost of investments in Common Stock and the related unrealized
appreciation or depreciation are remeasured at applicable historical
exchange rates. Investment income, contributions and deposits, and
withdrawals and expenditures are remeasured at average exchange rates
for the years ended December 31, 1994, 1993 and 1992. Foreign
currency remeasurement gains and losses are included in income.
Withdrawals
Withdrawals from the Plan by Participants are accounted for at the
average historical cost of the Common Stock distributed, plus cash
paid in lieu of fractional shares, where applicable. Withdrawals in
connection with shares sold for distributions of fractional shares
are accounted for at the fair market value of the related Common
Stock. Any Participant contributions which have not yet been applied
to the purchase of Common Stock will also be paid to each withdrawing
Participant.
Administrative Costs
The Plan is reimbursed by the Participating Companies for its
administrative and operating costs, except for brokerage fees.
Brokerage fees are included in the cost of acquiring Common Stock and
thus are borne by the Participants.
3. Description of the Plan:
The Plan was established to enable eligible employees of certain
James River subsidiaries located in Canada to acquire an ownership
interest in James River, the ultimate holding company. The Plan is a
non-taxable employees profit sharing plan as defined in Section
144(1) of the Income Tax Act (Canada) (the "Canadian Tax Act").
Participants may elect to contribute into the Plan, through payroll
deductions, from 1% to 10% of their compensation to be used to
purchase Common Stock for their benefit. Participant contributions
of up to six percent of compensation ("Basic Member Contributions")
are matched by the Participating Companies ("Basic Employer
Contributions") based on the following schedule:
Participating Company's
contributions as a percentage
Participant's contributions of Participant's contributions
1% of compensation 100%
2% of compensation 65%
3% to 6% of compensation 50%
NOTES TO FINANCIAL STATEMENTS
(continued)
The Participating Companies make no contributions with respect to a
Participant's contribution in excess of six percent of the
Participant's compensation.
The Participating Companies make "Additional Employer Contributions"
on or before March 31 of each calendar year with respect to each
Participant in its employ on the preceding December 31 who has not
withdrawn any Common Stock from his Restricted Account (hereinafter
defined) during either of the two immediately preceding calendar
years. The amount of the Additional Employer Contribution allocated
to the Participant's account equals 10% of the aggregate Basic
Employer Contributions made with respect to the Participant during
the earlier of such two immediately preceding calendar years. Each
Participant's "Restricted Account" includes the Basic Member
Contributions and Basic Employer Contributions made at any time
during the current or immediately preceding calendar year, and any
Common Stock purchased with such contributions. The Additional
Employer Contribution receivable reflected on the Statement of
Financial Condition as of December 31, 1994 represents the accrued
contribution related to the 1993 Basic Employer Contributions of
qualifying Participants to be paid to the Plan on March 31, 1995.
The Additional Employer Contribution accrued as of December 31, 1993,
which related to the 1992 Basic Employer Contributions of qualifying
Participants, was paid to the Plan on March 31, 1994.
Each Participant is fully vested in his contributions, in Basic
Employer Contributions, in Additional Employer Contributions, and in
any earnings thereon at all times. The Plan had approximately 360
Participants as of December 31, 1994, and 330 Participants as of
December 31, 1993.
4. Contributions to the Plan:
Employee and employer contributions for the years ended December 31,
1994, 1993 and 1992 were as follows:
1994 1993 1992
Employee Employer Employee Employer Employee Employer
Marathon $287,337 $175,776 $265,676 $166,971 $302,913 $188,524
JR Canada 112,814 76,199 104,418 72,606 128,682 92,588
$400,151 $251,975 $370,094 $239,577 $431,595 $281,112
NOTES TO FINANCIAL STATEMENTS
(continued)
5. Investment in James River Common Stock:
The unrealized appreciation or depreciation of investment in Common
Stock as of December 31, 1994, 1993 and 1992 and the change in such
amount during each period were as follows:
Unrealized
Market Application
Value Cost (Depreciation)
December 31, 1991 $1,189,080 $1,413,619 $(224,539)
Change for the year ended
December 31, 1992 71,936 108,086 (36,150)
December 31, 1992 1,261,016 1,521,705 (260,689)
Change for the year ended
December 31, 1993 28,234 (50,297) 78,531
December 31, 1993 1,289,250 1,471,408 (182,158)
Change for the year ended
December 31, 1994 139,226 81,659 57,567
December 31, 1994 $1,428,476 $1,553,067 $(124,591)
The Plan held 70,542 and 66,974 shares of Common Stock on December
31, 1994 and 1993, respectively.
6. Tax Status:
The Plan is an employees profit sharing plan and is subject to the
Canadian Tax Act; all amounts contributed to a Participant's account
are taxable to such Participant under Canadian income tax rules. The
only U.S. taxes paid are U.S. withholding taxes on cash dividends
which are withheld prior to the distribution of such dividends to the
Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Committee who administer the Plan have duly caused
this annual report to be signed by the undersigned hereunto duly
authorized.
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
March 21, 1995 /s/Michael J. Allan
Date Committee Member-Michael J. Allan
March 21, 1995 /s/Joseph L. Fischer
Date Committee Member-Joseph L. Fischer
March 24, 1995 /s/Daniel J. Girvan
Date Committee Member-Daniel J. Girvan
March 20, 1995 /s/Stephen E. Hare
Date Committee Member-Stephen E. Hare
March 21, 1995 /s/Joseph T. Piemont
Date Committee Member-Joseph T. Piemont
March 20, 1995 /s/Robert C. Williams
Date Committee Member-Robert C. Williams
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of James River Corporation of Virginia on
Form S-8 (File No. 33-57153) of our report dated February 24, 1995,
on our audits of the financial statements of the James River
Corporation of Virginia Canadian Employees Stock Purchase Plan as of
December 31, 1994 and 1993, and for each of the three years in the
period ended December 31, 1994, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
March 23, 1995
