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, 1995
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, 1995 and 1994 4
Statements of income and changes in plan equity for
the years ended December 31, 1995, 1994 and 1993 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 August 28,
1995 -- filed herewith.
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, 1995 and 1994, and the
related statements of income and changes in plan equity for each of
the three years in the period ended December 31, 1995. 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, 1995 and 1994, and the income and changes in plan
equity for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
February 16, 1996
JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
as of December 31, 1995 and 1994
1995 1994
ASSETS
Cash $65,685 $69,807
Contributions receivable:
Employer:
Basic 11,552 8,988
Additional 15,263 13,804
Employee 21,571 16,366
Investment in common stock, at market value:
James River (historical cost: 1995--
$1,600,218 and 1994--$1,553,067) 1,520,526 1,428,476
Crown Vantage Inc. (historical cost:
1995--$106,633) 72,931
Total assets $1,707,528 $1,537,441
LIABILITIES AND PLAN EQUITY
Payable to withdrawing participants $123,910
Plan equity $1,707,528 1,413,531
Total liabilities and plan equity $1,707,528 $1,537,441
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, 1995, 1994 and 1993
1995 1994 1993
Investment income:
Cash dividends on Common Stock $ 32,765 $ 33,646 $ 32,333
Interest on bank deposits 1,152 427 986
Total investment income 33,917 34,073 33,319
Change in net unrealized
appreciation or depreciation
in fair value ofinvestments 11,197 57,567 78,531
Contributions and deposits:
Deposits by participating
employees 479,655 400,151 370,094
Contributions by employer:
Basic 256,521 216,955 201,528
Additional 15,181 14,334 15,129
Administrative costs 21,268 20,686 22,920
Total contributions and
deposits 772,625 652,126 609,671
Withdrawals and expenditures:
Distributions to participants (635,411) (644,007) (692,284)
Administrative costs (21,268) (20,686) (22,920)
Total withdrawals and
expenditures (656,679) (664,693) (715,204)
Stock distribution of
Crown Vantage Inc. 133,338
Foreign currency remeasurement loss (401) (11,316) (16,912)
Net increase (decrease) in
plan equity 293,997 67,757 (10,595)
Plan equity, beginning of year 1,413,531 1,345,774 1,356,369
Plan equity, end of year $1,707,528 $1,413,531 $1,345,774
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, 1995, the Participating Companies included James River-
Marathon, Ltd. ("Marathon") and James River Canada, Inc. ("JR
Canada").
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 ("JR 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 investments include JR Common Stock and Crown Vantage Inc. common
stock ("CV Common Stock") (See Note 3). The investments in JR Common
Stock and CV Common Stock are 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 JR Common Stock was $24.125 and $20.25 on December 31, 1995, and
December 31, 1994, respectively. The closing market value per share
of CV Common Stock was $14.25 on December 31, 1995.
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 JR 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, 1995, 1994 and 1993. Foreign
currency remeasurement gains and losses are included in the net
increase (decrease) in plan equity.
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").
On August 28, 1995, the Company spun off part of its Communications
Papers Business, as well as the specialty paper based portion of its
Packaging Business, into a new Company, Crown Vantage Inc. ("Crown").
The existing shareholders of the Company on record as of August 25,
1995, received one share of Crown for each ten shares held by the
shareholder. The plan was amended to allow for the inclusion of an
investment in Crown Vantage Inc. common stock. As a result, during
1995, the plan received a stock distribution of 6,649 shares of Crown
valued at $133,338.
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants may elect to contribute into the Plan, through payroll
deductions, from 1% to 10% of their compensation to be used to
purchase JR 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%
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, 1995 represents the accrued
contribution related to the 1994 Basic Employer Contributions of
qualifying Participants to be paid to the Plan on March 31, 1996.
The Additional Employer Contribution accrued as of December 31, 1994,
which related to the 1993 Basic Employer Contributions of qualifying
Participants, was paid to the Plan on March 31, 1995.
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 390
Participants as of December 31, 1995, and 360 Participants as of
December 31, 1994.
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Contributions to the Plan:
Employee and employer contributions for the years ended December 31,
1995, 1994 and 1993 were as follows:
1995 1994 1993
Employee Employer Employee Employer Employee Employer
Marathon $351,162 $208,213 $287,337 $175,776 $265,676 $166,971
JR Canada 128,493 84,757 112,814 76,199 104,418 72,606
$479,655 $292,970 $400,151 $251,975 $370,094 $239,577
5. Investment in Common Stock:
The unrealized appreciation or depreciation of investment in common
stock as of December 31, 1995, 1994 and 1993 and the change in such
amount during each period were as follows:
Unrealized
Market Appreciation
Value Cost (Depreciation)
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)
Change for the year
ended December 31, 1995 164,981 153,784 11,197
Decmeber 31, 1995 $1,593,457 $1,706,851 $(113,394)
The Plan held 63,027 and 70,542 shares of JR Common Stock on December
31, 1995 and 1994, respectively. In addition, the Plan held 5,118
shares of CV Common Stock on December 31, 1995.
6. Tax Status:
The Plan is an employee 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 26, 1996 /s/Clifford A. Cutchins, IV
Date Committee Member-Clifford A. Cutchins, IV
March 26, 1996 /s/Daniel J. Girvan
Date Committee Member-Daniel J. Girvan
March 26, 1996 /s/Stephen E. Hare
Date Committee Member-Stephen E. Hare
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 16, 1996,
on our audits of the financial statements of the James River
Corporation of Virginia Canadian Employees Stock Purchase Plan as of
December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
March 26, 1996
JAMES RIVER CORPORATION OF VIRGINIA CANADIAN EMPLOYEES
STOCK PURCHASE PLAN
1. PURPOSE
This Plan is hereby established to be administered as
an employees profit sharing plan as defined in section
144(1) of the Tax Act and to enable Employees to
acquire shares of the Company through payroll
deductions with financial assistance provided by
Participating Employers.
2. DEFINITIONS
As hereinafter used in the Plan:
(a) "Account" means any account maintained in
the Plan pursuant to Section 8(a) or Section 8A hereof.
(b) "Accountholder" means any Member or former
Member in respect of whom an Account or Accounts are
maintained in the Plan.
(c) "Additional Employer Contribution" means a
contribution made to the Plan by a Participating Employer
pursuant to section 7 hereof.
(d) "Affiliated Company" means any corporation that
is related to the Company within the meaning of the Tax Act.
(e) "Basic Contribution" means any contribution that
is a Basic Employer Contribution or a Basic Member Contribution.
(f) "Basic Employer Contribution" means a contribution
made by a Participating Employer pursuant to section 6 hereof.
(g) "Basic Member Contribution" means a Member Contribution
at the contribution rate of from 1% to 6% (inclusive) of the
Member's Compensation.
(h) "Company" means James River Corporation of Virginia
and any successor thereto, by merger or otherwise.
(i) "Compensation" means the amount of basic salary or
wages paid by a Participating Employer to a Member during
each pay period (or portion thereof) during which such
person is a Member, including overtime but excluding
bonuses, incentive pay and fringe benefits and, for greater
certainty, excluding any Employer Contributions made pursuant to
this Plan.
(i.1) "Crown Vantage" means Crown Vantage Inc. and
any successor thereto, by merger or otherwise.
(i.2) "Crown Vantage Account" means the Account
required to be maintained by the Trustee pursuant
to Section 8A(a) hereof.
(i.3) "Crown Vantage Shares" means the common
shares of Crown Vantage and includes fractions
thereof.
(j) "Effective Date" means September 1, 1989.
(k) "Employee" means a person who is employed on a
full-time basis by a Participating Employer, otherwise
than on a temporary seasonal basis, but shall not include
any person who is an "insider" of the Company within the
meaning of section 16 of the United States Securities Exchange
Act of 1934.
(l) "Employer Contribution" means any contribution that is
a Basic Employer Contribution or an Additional Employer Contribution.
(m) "Market Value" means, with reference to Shares, the
closing market price thereof on the relevant day on The New York
Stock Exchange, or if there has been no sale of Shares on such
Exchange on the relevant day, then the closing market price
thereof on such Exchange on the most recent business day on
which there has been a sale of Shares on such Exchange and,
with reference to Crown Vantage Shares, means the closing
quotation therefor on the relevant day on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"), or if there has been no quotation on the relevant
day, then the closing quotation therefor on the most recent
business day on which there has been a quotation for the
Crown Vantage Shares on NASDAQ.
(n) "Member" means an Employee who has elected to
participate in the Plan pursuant to the provisions of section
4 hereof and who is making Member Contributions to the Plan.
(o) "Member Contributions" means the contributions of
a Member to the Plan pursuant to the provisions of section 5 hereof.
(p) "Participating Employer" means and includes
James River-Marathon, Ltd., James River Canada Inc. and any
other Affiliated Company that shall have elected to participate
in the Plan with the consent of the Company.
(q) "Plan" means the James River Corporation of Virginia
Canadian Employees Stock Purchase Plan, as created hereby.
(r) "Plan Administrator" means one or more persons
appointed by the Company from time to time to administer the Plan.
(s) "Prior Plan" means the James River Corporation of
Virginia Stock Purchase Plan.
(t) "Restricted Account" means the Account maintained by
the Trustee for an Accountholder pursuant to section 8(a)(i) hereof.
(u) "Service" means an Employee's period of employment
with a Participating Employer or any Affiliated Company, beginning
with the date of commencement of the Employee's employment and
ending with the date of severance from employment, and including
periods of service with a predecessor employer whose stock or
assets are acquired by the Company, a Participating Employer or an
Affiliated Company, except to the extent that the Board of
Directors of the Company otherwise provides.
(v) "Shares" means the common shares in the capital of
the Company and includes fractions thereof.
(x) "Tax Act" means the Income Tax Act (Canada), as
amended from time to time.
(y) "Trustee" shall mean National Trust Company or such
successor or successors as may be appointed for purposes of the
Plan pursuant to section 13 hereof.
(z) "Unrestricted Account" means the Account
maintained by the Trustee for an Accountholder pursuant to
section 8(a)(ii) hereof.
3. ELIGIBILITY
Each Employee shall be eligible to become a Member in
the Plan on the first day of any calendar month on or
after the Effective Date on which he has completed a 30
day period of Service.
4. PARTICIPATION
(a) Participation in the Plan
shall be entirely voluntary and shall not be
construed to give any Employee the right to be
employed or to continue to be employed by a
Participating Employer.
(b) An Employee who is eligible
may elect to become a Member in the Plan by
submitting the enrollment form prescribed from
time to time by the Company indicating his desired
level of Member Contributions in accordance with
the provisions of section 5, and such enrollment
form shall for all purposes be deemed to be an
application to become a Member in the Plan.
5. CONTRIBUTIONS BY MEMBERS
(a) Member Contributions to the
Plan shall be made by Members by means of regular
payroll deductions.
(b) A Member shall indicate on the
enrollment form that percentage of his
Compensation which is to be deducted by the
Company as Member Contributions and deposited in
the Plan on behalf of the Member. A Member may
contribute any whole percentage of his
Compensation from 1% to 10%. Notice of the amount
which a Member wishes to so contribute shall not
be effective with respect to any payment of
Compensation made to him in a calendar month
unless such notice is received by the Plan
Administrator 15 days prior to the commencement of
such calendar month. Any such notice shall remain
in effect until it is changed or revoked.
(c) A Member may decrease or
increase the level of his Member Contributions
(but, for greater certainty, not below 1% and not
above 10% of his Compensation) effective as of the
first payment to him of Compensation in any
calendar month, provided that notice of such
change in Member Contributions shall be given on a
change in enrollment form and shall not be
effective with respect to any payment of
Compensation in any calendar month unless such
notice is received by the Plan Administrator 15
days prior to the commencement of such calendar
month.
(d) A Member may elect to cease to
be a Member of the Plan effective as of the first
payment to him of Compensation in any calendar
month by giving notice of such cessation to the
Plan Administrator on a change of enrollment form
15 days prior to the commencement of such calendar
month. However, a former Member who has at any
time ceased to be a Member may resume membership
in the Plan as of the first payment of
Compensation to him in any month by complying with
the provisions of section 4(b) hereof.
(e) Where in any particular
calendar month a Member has requested a withdrawal
of Shares from his Restricted Account, such a
Member will be deemed to have elected to have
ceased to be a Member for the following 3 calendar
months, effective as of the first payment to him
of Compensation in the immediately following
calendar month, and no Member Contributions may be
made by him during such 3 month period. Such a
former Member will be re-instated as a Member of
the Plan effective as of the first payment to him
of Compensation in the calendar month immediately
following such 3 month period at the same level of
Member Contributions as was in effect in respect
of such former Member immediately prior to such 3
month period, unless such former Member has given
notice to the Plan Administrator at least 15 days
prior to the expiry of such 3 month period that he
does not wish his membership in the Plan to be so
re-instated.
6. BASIC EMPLOYER CONTRIBUTIONS
A Participating Employer
shall, for each month ending after the Effective
Date, make out of profits a Basic Employer
Contribution to the Plan in respect of each Member
employed by it who made Member Contributions in
that month equal to the following percentage of
each such Member's Basic Member Contributions:
If the Member's Member Then the Participating
Contributions are: Employer shall contribute the
following percentage of
the Member's Member
Contributions:
1% of Compensation 100%
2% of Compensation 65%
3% to 6% of Compensation 50%
A Participating Employer shall
make no Basic Employer Contribution with respect
to the portion of a Member's Member Contributions
that exceeds 6% of the Member's Compensation.
7. ADDITIONAL EMPLOYER CONTRIBUTIONS
A Participating Employer shall
make out of profits an Additional Employer
Contribution on or before March 31 of each
calendar year (other than, for greater certainty,
1990) in respect of each Accountholder employed by
it on the preceding December 31 who has not,
during either of the two calendar years
immediately preceding such March 31, withdrawn any
Shares from his Restricted Account. The
Additional Employer Contribution to be so made in
respect of each such Accountholder shall be equal
to 10% of the aggregate Basic Employer
Contributions made by the Participating Employer
in respect of such Accountholder while a Member
during the earlier of such two immediately
preceding calendar years.
8. ACCOUNTS AND ALLOCATIONS TO ACCOUNTHOLDERS
(a) The Trustee shall establish
and maintain the following accounts:
(i) a Restricted Account, to
which shall be credited at any particular time
Basic Member Contributions made in respect of an
Accountholder at any time during the current or
immediately preceding calendar year, any Basic
Employer Contributions made in respect of the
Accountholder at any time during the current or
immediately preceding calendar year, and any
Shares purchased with any such contributions; and
(ii) an Unrestricted Account,
to which shall be credited all other
contributions, the amounts referred to in
paragraph (c) hereof, and any Shares purchased
with such contributions or amounts.
(b) All contributions to the Plan
shall be forwarded by a Participating Employer in
a timely manner to the Trustee on a monthly basis
and shall be allocated by the Trustee to the
accounts of Accountholders at the time such
contributions are received by the Trustee.
(c) All income received in respect
of the Shares held in an Accountholder's Accounts,
and all Shares purchased with such income, shall
be allocated by the Trustee to the Accountholder
at the time such income is received by or credited
to the Trustee or such Shares are purchased.
(d) All capital gains and capital
losses, if any, realized on the disposition by the
Trustee of Shares held in an Accountholder's
Account shall be allocated to the Accountholder in
the Plan Year in which such gains or losses are
realized or sustained and, to the extent relevant
or necessary, shall be allocated to the Account
referred to in paragraph (a)(i) or (ii) in which
the Shares in respect of which such capital gains
or losses were realized were held.
8A. CROWN VANTAGE ACCOUNT
(a) In addition to the Accounts required to be
maintained by the Trustee in accordance with
Section 8(a) hereof, the Trustee shall establish
and maintain for each Accountholder on August 28,
1995 a Crown Vantage Account, to which shall be
credited:
(i) the Crown Vantage Shares distributed on
August 28, 1995 on the Shares in the
Accountholder's Accounts in the Plan;
(ii) any income received in respect of the Crown
Vantage Shares held in the Accountholder's
Crown Vantage Account, any Crown Vantage
Shares purchased by the Trustee in accordance
with paragraph (b) of this Section 8A with
such income and any interest on any cash held
by the Trustee pending the purchase of Crown
Vantage Shares as provided in Section 8A(c)
hereof; and
(iii) any Crown Vantage Shares received by the
Trustee in respect of Crown Vantage Shares
held in an Accountholder's Accounts as a
result of a stock dividend, stock split or
other reorganization of capital in respect of
the shares of Crown Vantage.
(b) All income received in respect of the Crown
Vantage Shares held in an Accountholder's Crown
Vantage Account and any interest allocated to the
Accountholder's Crown Vantage Account in
accordance with paragraph (c) of this Section 8A
shall be used by the Trustee as soon as is
reasonably possible after the receipt thereof by
the Trustee to purchase Crown Vantage Shares on
behalf of the Accountholder, which Crown Vantage
Shares shall be purchased on the open market at
prevailing market prices at the time of such
purchase. All Crown Vantage Shares purchased by
the Trustee pursuant to the provisions of this
Section 8A shall be held by the Trustee in trust
on behalf of the applicable Accountholder, and the
certificates in respect thereof shall be
registered in the name of the Trustee or its
nominees. In the event that there is any
condition (including, without limitation, any
prohibition against trading in the Crown Vantage
Shares, whether imposed by statute, rule,
regulation, administrative practice, order or
injunction) which prevents the Trustee from
purchasing Crown Vantage Shares, amounts received
by the Trustee shall be held in cash in accordance
with paragraph (c) below until such condition no
longer exists.
The Trustee shall have the right to vote, in
person or by proxy, all Crown Vantage Shares held
in an Accountholder's Crown Vantage Account.
(c) Any cash held by the Trustee in respect of an
Accountholder pending the purchase of Crown
Vantage Shares shall be deposited with a chartered
bank or other financial institution authorized
under applicable law to take deposits (which may
include the Trustee) and any interest thereon
shall be allocated to the Accountholder's Crown
Vantage Account in accordance with Section 8A(b)
hereof.
(d) All capital gains and capital losses, if any,
realized on the disposition by the Trustee of
Crown Vantage Shares held in an Accountholder's
Crown Vantage Account shall be allocated to the
Accountholder in the Plan Year in which such gains
or losses are realized or sustained and, to the
extent relevant or necessary, shall be allocated
to the Accountholder's Crown Vantage Account.
(e) An Accountholder's Crown Vantage Account shall,
for all purposes of the Plan, be treated as an
Unrestricted Account.
9. VESTING
All amounts allocated to an Accountholder's Accounts
shall vest irrevocably in that Accountholder
immediately upon being so allocated.
10. PURCHASE OF SHARES
(a) Subject to the provisions of
this paragraph and paragraph (b) below, amounts
allocated in accordance with sections 8(b) and (c)
to an Accountholder's Accounts shall be used by
the Trustee as soon as is reasonably possible
after the receipt thereof by the Trustee to
purchase Shares on behalf of the Accountholder,
which Shares shall be purchased on the open market
at prevailing market prices at the time of such
purchase. All Shares purchased by the Trustee
pursuant to the provisions of this section 10
shall be held by the Trustee in trust on behalf of
the applicable Accountholder, and the certificates
in respect thereof shall be registered in the name
of the Trustee or its nominee. In the event that
there is any condition (including, without
limitation, any prohibition against trading in the
Shares, whether imposed by statute, rule,
regulation, administrative practice, order or
injunction) which prevents the Trustee from
purchasing Shares, amounts received by the Trustee
shall be held in cash in accordance with paragraph
(b) below until such condition no longer exists.
The Trustee shall have the
right to vote, in person or by proxy, all Shares
held in an Accountholder's Accounts.
(b) Any cash held by the Trustee
in respect of the Plan pending the purchase of
Shares shall be deposited with a chartered bank or
other financial institution authorized under
applicable law to take deposits (which may include
the Trustee) and any interest thereon shall be
allocated to the Accountholders in accordance with
section 8(c) hereof.
11. PAYMENTS OUT OF THE PLAN
(a) An Accountholder may apply to
the Plan Administrator to receive a distribution
of part or all of his Accounts. Such application
shall be made by submitting to the Plan
Administrator the withdrawal form prescribed from
time to time by the Company at least 15 days prior
to the end of any calendar month. Applications
for distributions so received shall be processed
as soon as possible after the commencement of the
following calendar month. Unless an Accountholder
has terminated his membership in the Plan and is
withdrawing all of his Accounts, in applying for a
distribution an Accountholder shall specify a
whole number of Shares or Crown Vantage Shares to
be distributed to him (not in excess of the number
of Shares standing to his credit in his Accounts
at the commencement of the month in which the
application for distribution is made after taking
into account purchases of Shares made with Member
Contributions and Employer Contributions made on
behalf of the Accountholder in the immediately
preceding calendar month). If an Accountholder
has terminated his membership in the Plan and is
withdrawing all of his Accounts, there shall be
distributed to the Accountholder that number of
whole Shares or Crown Vantage Shares standing to
his credit in his Accounts at the end of the
calendar month in which the application is made
before crediting the Accounts with any Member
Contributions or Employer Contributions for such
month, cash in lieu of any fraction of a Share or
Crown Vantage Share so standing to his credit, and
cash representing his Member Contributions made
during such month and any Employer Contributions
made on his behalf during such month.
(b) On the termination of
employment of an Accountholder, whether due to
severance, retirement, disability or death, the
Trustee shall distribute to the Accountholder (or,
in the case of the death of the Accountholder, the
beneficiary designated by the Accountholder or, in
the absence of such a designation, the
Accountholder's personal representative) the
Shares or Crown Vantage Shares standing to the
credit of the Accountholder in his Accounts at the
end of the calendar month in which such event
occurs before crediting the Accounts with any
Member Contributions or Employer Contributions for
such month, cash in lieu of any fraction of a
Share or Crown Vantage Share so standing to his
credit, and cash representing his Member
Contributions made during such month and any
Employer Contributions made on his behalf during
such month.
(c) A distribution shall be deemed
to be made from an Accountholder's Accounts in the
following order:
(i) the Unrestricted Account; and
(ii) the Restricted Account.
(d) Shares or Crown Vantage Shares
distributed pursuant to section ll(a) or (b) shall
be registered in the name of the Accountholder or
his nominee (or in the case of the death of the
Accountholder, in the name of the beneficiary
designated by the Accountholder or in the absence
of such a beneficiary in the name of the
Accountholder's personal representative). For the
purposes of sections 11(a) and (b), cash in lieu
of fractions shall be paid at the Market Value on
the last business day of the calendar month in
which the application for distribution is made or
the event giving rise to the distribution occurs,
as the case may be.
12. TRANSITIONAL PROVISIONS - MEMBERS OF PRIOR PLAN
(a) Where an Employee who was a
member of the Prior Plan on December 31, 1988 made
contributions to the Prior Plan after that date,
any such contributions made prior to the Effective
Date shall be deemed for the purposes of section 6
hereof to be Member Contributions to the Plan and
shall, as soon as possible after the Effective
Date, be matched by Basic Employer Contributions
to the extent provided in section 6 hereof.
(b) An Employee who was a member
of the Prior Plan at December 31, 1988 and who,
after December 31, 1988 and before the Effective
Date, ceased to contribute to the Prior Plan
shall, if he elects to become a Member in the Plan
as of the Effective Date, be entitled to make one
or more special contributions to the Plan which
shall not in aggregate exceed the aggregate amount
which would have been contributed by him to the
Prior Plan if he had continued, from the date of
his suspension of contributions thereto until the
Effective Date, to contribute to the Prior Plan at
the contribution level applicable to him on
December 31, 1988. Any such special contributions
shall be made prior to the end of 1989 and may be
made in up to four lump sum instalments as
provided herein or, with the consent of the
Member's Participating Employer, through payroll
deductions. Where a Member has elected to make a
special contribution or contributions pursuant to
this section 12(b), he shall notify the Plan
Administrator in writing on the form provided for
such purpose at least 15 days prior to the
commencement of any of the months of September,
October, November and December of 1989 and, unless
he has arranged for the making of such
contribution or contributions through payroll
deductions commencing in the following calendar
month, the Member shall provide the Plan
Administrator with a cheque in the amount of his
contribution at that time. Such special
contribution shall be deemed to be Member
Contributions made by the Member pursuant to
section 5 hereof and shall be matched by Basic
Employer Contributions to the extent provided in
section 6 hereof.
13. THE TRUSTEE
The Trustee shall be appointed by the Company. The
Company may at any time or times remove any Trustee so
appointed and may appoint a successor or successors to
fill any vacancy created by any reason whatever.
14. ACCOUNTHOLDER'S RIGHTS NOT TRANSFERABLE
Except as otherwise provided herein:
(a) No right or interest of any
Accountholder in any of the Shares or Crown
Vantage Shares held by the Trustee on his behalf
under the Plan shall be assignable or
transferable, in whole or in part, either directly
or by operation of law or otherwise in any manner
but excluding devolution by death or mental
incompetency.
(b) No attempted assignment or
transfer thereof shall be effective.
15. INTERPRETATION AND REGULATIONS
(a) The Company may make, amend
and repeal at any time and from time to time such
regulations not inconsistent herewith, as it may
deem necessary or advisable for the proper
administration and operation of the Plan. In
particular, the Company may delegate to the Plan
Administrator such administrative duties and
powers as it may see fit.
(b) The Company may amend or
discontinue the Plan at any time. No such
amendment will, without the consent of an
Accountholder, alter or impair the Accountholder's
rights or entitlements accrued under the Plan at
the effective date of any such amendment.
(c) Notwithstanding the foregoing
sections 15(a) and 15(b), the Company shall have
the power to interpret the provisions of the Plan
and to make regulations and formulate
administrative provisions for carrying them out
and to make such changes in the Plan and in the
regulations and administrative provisions as, from
time to time, the Company deems proper and in its
best interests, and the Trustee and the Plan
Administrator shall observe same. All decisions
and interpretations of the Company respecting the
Plan and all rules and regulations made from time
to time pursuant hereto, shall be binding and
conclusive on the Company, the Plan Administrator,
the Trustee, the Participating Employers and on
all Accountholders in the Plan and their
respective legal representatives and on all
Employees eligible under the Plan to participate
herein.
(d) All words and personal
pronouns relating thereto shall be read and
construed as the number and gender of the party or
parties require and the verb shall be read and
construed as agreeing with the required word and
pronoun.
16. COSTS
The Company shall pay all costs of administering the
Plan, provided however that such costs may be allocated
by the Company to the Participating Employers on such
reasonable basis as the Company may determine.
Brokerage fees will be included in the cost of
acquiring Shares or Crown Vantage Shares.
17. APPLICABLE LAW
The laws of the Province of Ontario shall apply to this
Plan, any amendments thereto, and the administration
thereof; and all rights and obligations thereunder
shall be determined in accordance with such laws.
18. ADOPTION OF PLAN
This Plan was originally adopted by James River-
Marathon, Ltd. and Canada Cup Inc. by resolutions of
their Boards of Directors dated September 1, 1989 and
August 11, 1989, respectively, and James River
Corporation of Virginia consented to such adoption by
resolution of its Board of Directors dated June 8,
1989. An amended and restated Plan was adopted by
James River-Marathon, Ltd. and Canada Cup Inc. by
resolutions of their Boards of Directors dated April
17, 1991 and April 11, 1991, respectively. The Plan,
as so amended and restated, was effective as of
September 1, 1989, provided that section 5(e) hereof
took effect as of October 1, 1990 and section 6(b) of
the Plan as originally adopted continued in effect
until September 30, 1990. The Plan was further amended
and restated, effective August 28, 1995, by resolutions
of the Board of Directors of James River-Marathon, Ltd.
and James River Canada Inc. (successor by amalgamation
dated December 25, 1994, to Canada Cup Inc.).
