SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 1995
JAMES RIVER CORPORATION OF VIRGINIA
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation)
1-7911 54-0848173
(Commission File Number) (IRS Employer Identification Number)
120 Tredegar Street, Richmond, Virginia 23219
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (804) 644-5411
Item 5. Other Events.
On March 29, 1995, James River Corporation of Virginia
("James River" or the "Company") published a press release
announcing that the Company's Board of Directors has
approved actions which will increase the Company's focus on
its North American and European Consumer Products Business.
The Board of Directors approved proceeding with a spin-off
to shareholders which includes a large part of the
Communications Papers Business and certain specialty
packaging papers operations included in its Food and
Consumer Packaging Business. The spin-off transaction,
which is expected to be effective by the end of the second
quarter of 1995, is subject to receipt of a tax ruling from
the Internal Revenue Service, the completion of financing
and the final approval of the Board of Directors. These
actions follow James River's announcement in September 1994
that the Company was studying a number of strategic options,
the overall goals of which were to narrow the focus of the
Company, reduce debt, reduce cyclicality and maximize total
shareholder value. A copy of the press release is filed
herewith as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99 Press release dated March 29, 1995, published by the
registrant -- filed herewith
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
JAMES RIVER CORPORATION OF VIRGINIA
By:/s/James R. Hudson, Jr.
James R. Hudson, Jr.
Vice President, Corporate Controller
Date: March 30, 1995
EXHIBIT 99
News Release: Immediate Contact: Richard B. Elder (Media)
(804) 343-4785
Celeste Gunter (Financial)
(804) 649-4307
JAMES RIVER ANNOUNCES SPIN-OFF OF BUSINESS
RICHMOND, VIRGINIA, March 29, 1995 -- James River Corporation
announced today its Board of Directors has approved actions which will
increase the focus on its North American and European Consumer Products
Business. The Board has approved proceeding with a spin-off to shareholders
of a large part of the company's Communications Papers Business, along with
the specialty packaging papers operations which were formerly part of this
business. The spin-off is planned to be tax-free to shareholders.
The transaction is subject to the receipt of a tax ruling from
the Internal Revenue Service, the completion of financing, and the final
approval of the Board of Directors. A tax ruling request has been filed
with the IRS and a registration statement for debt securities is expected
to be filed with the Securities and Exchange Commission in April. The
company expects that the spin-off will be effective by the end of the
second quarter.
The new company, which is expected to have sales of over $1
billion in 1995, will include papermaking operations with an annual
capacity of approximately one million short tons. The new company will
include coated groundwood papers serving the magazine, catalog and direct
mail markets; uncoated free sheet for business and publishing uses;
premium text, cover and writing papers for advertising and corporate
communications; and packaging and specialty converting and packaging
papers that are used for a variety of end uses. Ernie Leopold, currently
Executive Vice President of the Communications Papers Business, will lead
the new company.
The assets of the new company will include mills located in St.
Francisville, La.; Berlin, N.H.; Adams, Mass.; Newark, Del.; Richmond,
Va.; St. Andrews, and Penicuik, Scotland; Ypsilanti, Parchment and Port
Huron, Mich.; and Milford, N.J. The St. Francisville, La., and Berlin,
N.H., mills include annual pulping capacity of nearly 600,000 short tons,
or approximately three-quarters of the new company's fiber needs.
Approximately 120,000 acres of managed forests supporting the Berlin and
St. Francisville mills will also be included in the new company.
James River will retain the business papers operations
currently conducted at the company's mills in Clatskanie, Ore., and
Camas, Wash., since these also represent key manufacturing sites which
are important to the strategic plan for the Consumer Products Business.
"The business that will be spun off has made excellent progress
over the past year, and is now poised to stand alone as an outstanding
new enterprise capable of delivering innovative products to customers,"
said Bob Williams, James River's Chairman, President and CEO. "In turn,
both the new entity and the remaining James River businesses will be
better able to focus on the markets and customers they serve. And, as an
independent, publicly-held entity, the new company will enjoy the
benefits of direct access to the capital markets to fund its long-term
growth strategy. The spun-off company will have compensation programs to
enable employees to participate in future success."
Merrill Lynch & Co. has been retained as a financial advisor to
assist the company in developing and evaluating the strategic
alternatives for the Food and Consumer Packaging Business. The study is
intended to define the best course of action for implementation during
1995 to benefit shareholders, employees and customers.
These actions follow James River's announcement in September
that it was studying a number of strategic options, the overall goals of
which were to narrow the focus of the company, reduce debt, reduce
cyclicality and maximize total shareholder value. Bob Williams
concluded, "The Board has taken important steps in further focusing James
River on its core North American and European Consumer Products Business.
A stronger balance sheet will enable faster development of the company's
personal care and tabletop businesses."
James River Corporation, headquartered in Richmond, Va., is a
manufacturer and marketer of consumer products, food and consumer
packaging, and communications papers. These product lines include brands
such as QUILTED NORTHERN bathroom tissue, BRAWNY paper towels, DIXIE
paper cups and plates, EUREKA! recycled copy paper, WORD PRO copy papers,
QUILT-RAP sandwich wrap and QWIK WAVE microwave packaging. In addition,
the company produces a number of popular European brands for the towel
and tissue market. James River has a current annual sales rate of $6.3
billion.
