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): August 16, 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 August 16, 1995, James River Corporation of Virginia
("James River" or the "Company") published a press release
announcing the approval by the Company's Board of Directors
of the distribution of all of the outstanding shares of
common stock of Crown Vantage Inc. to holders of record of
James River common stock as of the close of business on
August 25, 1995. One share of Crown Vantage common stock
will be distributed for every ten shares of James River
common stock. A copy of the press release is filed herewith
as Exhibit 99(a).
On August 17, 1995, James River published a press release
announcing the election of Miles L. Marsh, of Lake Forest,
IL, as President, Chief Executive Officer and member of the
Board of Directors of James River. Mr. Marsh will join the
Company on October 2, 1995. A copy of the press release is
filed herewith as Exhibit 99(b).
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99(a) Press release dated August 16, 1995, published by
the registrant -- filed herewith.
99(b) Press release dated August 17, 1995, published by
the registrant -- filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities 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/ Stephen E. Hare
Stephen E. Hare
Senior Vice President, Corporate Finance
and Chief Financial Officer
Date: August 21, 1995
EXHIBIT 99(a)
News Release: Immediate Contact: Celeste Gunter (Financial)
(804) 649-4307
Richard B. Elder (Media)
(804) 343-4785
JAMES RIVER BOARD OF DIRECTORS APPROVES DISTRIBUTION OF
CROWN VANTAGE SHARES
RICHMOND, VIRGINIA, August 16, 1995 -- The Board of Directors of
James River Corporation today approved the distribution of all of the
outstanding shares of common stock of Crown Vantage Inc. to holders of
record of James River common stock as of the close of business on August
25, 1995. One share of Crown Vantage common stock will be distributed
for every ten shares of James River common stock.
Crown Vantage, headquartered in Oakland, Calif., is a newly formed
company which includes a large portion of James River's Communications
Papers Business and the specialty paper based portion of the Food and
Consumer Packaging Business. Crown Vantage will issue $500 million in
long-term debt, the net proceeds of which will be paid to James River as
a return of capital. James River intends to use these proceeds to reduce
its long-term debt. Crown Vantage will also issue a $100 million pay-in-
kind note to James River.
It is expected that on or about August 28, 1995, Crown Vantage
common stock will begin trading on the Nasdaq National Market and stock
certificates will be mailed to registered shareholders. Only whole
shares of Crown Vantage common stock will be distributed; fractional
shares will be paid in cash, based on the trading value of the Crown
Vantage common stock. James River has received a letter ruling from the
Internal Revenue Service indicating that, for federal income tax
purposes, the distribution of Crown Vantage shares will be tax-free. No
action is required by eligible James River shareholders to receive the
Crown Vantage common stock, and no consideration is to be paid by them.
Holders of James River's outstanding convertible preferred
securities will not receive a distribution of Crown Vantage common
shares. However, the conversion price or rate of each series of
convertible preferred stock will be adjusted, in order to reflect the
value of the equity being spun-off. The conversion price adjustments
will be made pursuant to defined formulas, and will be based on an
average price per share of James River common stock prior to the spin-off
and an average of Crown Vantage's common stock price for the first twenty
days of trading.
Crown Vantage's operating subsidiary, Crown Paper Co., has signed
an underwriting agreement related to the issuance of $250 million of 11%
senior subordinated notes due in 2005. Crown Paper has also completed
the syndication of a $350 million secured bank financing, of which $250
million will be initially borrowed. It is expected the closing on the
sale of the notes and the bank financing will occur on or about August
23, 1995.
The distribution of the shares of Crown Vantage is conditional on
the closings of the financings and the receipt of various consents and
approvals, among other things, and, accordingly, is subject to rescission
until the close of business on the record date.
James River Corporation, headquartered in Richmond, Virginia, is a
leading manufacturer and marketer of consumer products, food and consumer
packaging and business papers. These product lines include leading
brands such as QUILTED NORTHERN bathroom tissue, BRAWNY paper towels,
DIXIE paper cups and plates, QUILT-RAP sandwich wrap, QWIK WAVE microwave
packaging, EUREKA! recycled copy paper and WORD PRO copy paper. In
addition, the company produces a number of popular brands for the
European towel and tissue market. Subsequent to the spin-off of Crown
Vantage, James River will have an annual sales rate of approximately $6.0
billion.
Today's news release, along with past releases from James River, is
available by fax, at no charge, by calling PR Newswire's Company New On
Call at (800) 758-5804, ext. 457350.
Exhibit 99(b)
News Release: Immediate Contact: Richard B. Elder (Media)
(804) 343-4785
Celeste Gunter (Finance)
(804) 649-4307
JAMES RIVER NAMES MILES L. MARSH AS PRESIDENT AND CEO
RICHMOND, VIRGINIA, August 17, 1995 -- The Board of
Directors of James River Corporation today announced the election
of Miles L. Marsh, 48, of Lake Forest, Ill., as president, chief
executive officer and member of the board. He will join the
company October 2, 1995.
Mr. Marsh was most recently chairman and chief executive
officer of Pet Inc. of St. Louis, prior to the sale of Pet to
Grand Metropolitan PLC in March of this year. Prior to his
position at Pet, and its parent company, Whitman Corporation, Mr.
Marsh spent eight years with various divisions of Dart & Kraft
Inc., Kraft Inc. and General Foods USA, all of which are part of
Philip Morris Companies Inc.
In 1989, Mr. Marsh joined Whitman Corporation in Chicago as
president and chief operating officer with responsibility for Pet
and the other Whitman units. Two years later he became chairman
and chief executive officer of Pet, with the charge to
restructure the business, streamline the organization, revitalize
its product development and marketing activities, and return the
company to a position of healthy growth.
At Pet, Mr. Marsh raised company earnings substantially
between 1991 and 1994. He led productivity improvements in
manufacturing, purchasing and distribution that resulted in
significant annual savings. Also, he sold non-performing
businesses, liquidated debt and restructured the company's
remaining debt at lower interest costs.
In addition, Mr. Marsh led the revitalization of Pet brands
with new entries for its Progresso Soup, Old El Paso and Van de
Kamps food lines. He increased advertising and marketing
efforts, and internationally, he expanded the company's Old El
Paso franchise with new products, and distribution in Europe and
Australia.
Prior to his responsibilities with Whitman and Pet, his
experience included several assignments in management, finance
and operations management.
After completing his formal education, Mr. Marsh joined
McKinsey and Company in 1976. In 1981, he was named vice
president and chief financial officer of the consumer products
group at Dart & Kraft Inc.
From 1982 to 1984, Mr. Marsh served as general manager and
managing director of Hobart, UK, a subsidiary of Dart & Kraft.
In 1984, he was named executive vice president and chief
financial officer of Kraft Inc. in Northbrook, Ill., and in 1985,
he was named president, international, of Kraft.
In 1988, Mr. Marsh became president, operations and
technology group, at Kraft in Glenview, Ill., prior to being
named president of General Foods USA in White Plains, N.Y., a
year later.
A native of South Africa, Mr. Marsh holds a Bachelor's of
Science degree in Economics and a Master's of Business
Administration degree in Marketing from the University of Cape
Town, S.A., and a Doctorate of Philosophy in Finance from
Northwestern University. He is married to Lorna Marsh, a
contemporary artist, and they have two children.
"James River is indeed fortunate to have someone of Miles
Marsh's experience and proven leadership," said James River board
chairman and co-founder, Bob Williams. "I am confident that he
will carry forward the many initiatives we have set in motion to
return the company to exciting new levels of competitiveness and
profitability. I feel very comfortable now about my retirement
at the end of the year."
"And I, in turn, am very pleased to be on board," said
Miles Marsh, the newly elected president and CEO of James River.
"I see tremendous growth opportunities for the company and our
shareholders. Well founded strategies and programs are underway
as stepping stones into a bright future for James River."
James River Corporation, headquartered in Richmond, Va., is
a leading manufacturer and marketer of consumer products, food
and consumer packaging, and business papers. These product lines
include leading brands such as QUILTED NORTHERN bathroom tissue.
BRAWNY paper towels, DIXIE paper cups and plates, QUILT-RAP
sandwich wrap, QWIK WAVE microwave packaging, EUREKA! recycled
copy paper, and WORD PRO copy paper. In addition, the company
produces a number of popular brands for the European towel and
tissue market. James River has a current annual sales rate of
$6.0 billion.
Today's news release, along with past releases from James
River, are available by fax, at no charge, by calling PR
Newswire's Company News On Call at (800) 758-5804, ext. 457350.
Also, photos of Mr. Marsh are available upon request by calling
(804) 649-4456.
