<PAGE>
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
STOCKPLUS INVESTMENT 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
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
__________
Pages
Report of independent accountants 3
Financial statements:
Statements of net assets available for benefits,
with fund information as of December 31, 1995 and
1994 4-7
Statement of changes in net assets available for
benefits, with fund information for the year
ended December 31, 1995 8-9
Notes to financial statements 10-17
Supplemental schedules:
Assets held for investment purposes as of December
31, 1995 18
Party-in-interest transactions for the year ended
December 31, 1995 *
Obligations in default for the year ended December
31, 1995 *
Leases in default for the year ended December 31,
1995 *
Reportable transactions for the year ended December
31, 1995 19
Exhibits to Annual Report on Form 11-K 20
Signatures 21
__________
* There were no such transactions during the period specified.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
James River Corporation of Virginia:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the James River Corporation of
Virginia StockPlus Investment Plan (the "Plan") as of December 31, 1995
and 1994, and the related statement of changes in net assets available
for benefits, with fund information, for the year 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 net assets available for
benefits, with fund information, of the Plan as of December 31, 1995
and 1994, and the changes in net assets available for benefits, with
fund information, for the year ended December 31, 1995, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes as of December 31,
1995 and reportable transactions for the year ended December 31, 1995
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net
assets available for benefits, with fund information, and the statement
of changes in net assets available for benefits, with fund information,
is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 21, 1996
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1995
Fund Information
----------------
James River Crown Fidelity IDS New
Stock Vantage Balanced Dimensions
ASSETS Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Cash equivalents $5,644,921 $139,032 $37,045 $75,216
Accrued interest receivable 11,736 367
Investments, at fair value:
James River Common Stock 268,595,736
Crown Vantage Common Stock 14,337,139
Mutual funds 7,883,526 13,317,020
Loans receivable from participants
Total investments 268,595,736 14,337,139 7,883,526 13,317,020
Total assets 274,252,393 14,476,538 7,920,571 13,392,236
LIABILITIES
Fund transfers in transit 395,521 (9,865) (41,955) (9,164)
Other 82,682 86,801
Total liabilities 395,521 (9,865) 40,727 77,637
Net assets available for
benefits $273,856,872 $14,486,403 $7,879,844 $13,314,599
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1995 (continued)
Fund Information
----------------
Stagecoach Pierpont Pierpont Loans
Inc. S&P 500 Bond Money Market to
ASSETS Stock Fund Fund Fund Participants Total
<S> <C> <C> <C> <C>
Cash equivalents $23,486 $45,906 $12,914 $5,978,520
Accrued interest receivable 5 12,108
Investments, at fair value:
James River Common Stock 268,595,736
Crown Vantage Common Stock 14,337,139
Mutual funds 6,876,778 2,836,272 31,895,076 62,808,672
Loans receivable from participants $16,295,046 16,295,046
Total investments 6,876,778 2,836,272 31,895,076 16,295,046 362,036,593
Total assets 6,900,264 2,882,178 31,907,995 16,295,046 368,027,221
LIABILITIES
Fund transfers in transit (12,661) 73,718 (395,594)
Other 45,074 995 215,552
Total liabilities 32,413 73,718 (394,599) 215,552
Net assets available
for benefits $6,867,851 $2,808,460 $32,302,594 $16,295,046 $367,811,669
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1994
Fund Information
----------------
James River Fidelity IDS New Stagecoach Pierpont
Stock Balanced Dimensions Inc. S&P 500 Bond
ASSETS Fund Fund Fund Stock Fund Fund
<S> <C> <C> <C> <C> <C>
Cash equivalents $13,404,417 $47,735 $87,690 $19,091 $7,669
Accrued interest receivable 19,997
Due from Trustee 385,047
Investments, at fair value:
James River Common Stock 284,383,569
Mutual funds 2,821,524 3,187,185 1,179,948 590,651
Guaranteed interest contracts
Common trust fund
Loans receivable from participants
Total investments 284,383,569 2,821,524 3,187,185 1,179,948 590,651
Total assets 298,193,030 2,869,259 3,274,875 1,199,039 598,320
LIABILITIES
Payable to James River
Total liabilities
Net assets available
for benefits $298,193,030 $2,869,259 $3,274,875 $1,199,039 $598,320
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
December 31, 1994 (continued)
Fund Information
----------------
Pierpont Executive Life T. Rowe Price Loans
Money Market Fixed Income Fixed Income to
ASSETS Fund Fund Fund Participants Total
<S> <C> <C> <C>
Cash equivalents $9,021 $79 $13,575,702
Accrued interest receivable 7 20,004
Due from Trustee 385,047
Investments, at fair value:
James River Common Stock 284,383,569
Mutual funds 14,804,323 22,583,631
Guaranteed interest contracts $7,334,782 7,334,782
Common trust fund 11,383,592 11,383,592
Loans receivable from participants $15,297,117 15,297,117
Total investments 14,804,323 7,334,782 11,383,592 15,297,117 340,982,691
Total assets 14,813,344 7,334,782 11,383,678 15,297,117 354,963,444
LIABILITIES
Payable to James River 177,013 177,013
Total liabilities 177,013 177,013
Net assets available
for benefits $14,813,344 $7,157,769 $11,383,678 $15,297,117 $354,786,431
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
for the year ended December 31, 1995
Fund Information
----------------
James River Crown Fidelity IDS New Stagecoach Pierpont
Stock Vantage Balanced Dimensions Inc. S&P 500 Bond
Fund Stock Fund Fund Fund Stock Fund Fund
Additions to net assets
attributable to:
Investment income:
Cash dividends on
James River Common Stock
<S> <C> <C> <C>
and mutual funds $7,933,884 $31,702 $36,018
Interest on mutual funds 232,118 $563,859 64,557 $93,370
Interest on common trust fund
Interest on cash equivalents 175,431 $852
Interest on loans to
participants 1,292,436
Total investment income 9,401,751 852 263,820 563,859 100,575 93,370
Net appreciation in fair value
of investments 106,666,065 3,387,555 470,758 1,809,130 995,506 141,659
Contributions and deposits:
Deposits by participating
employees 23,219,520 183 1,057,774 1,973,675 559,261 148,791
Contributions by employer,
before reduction for
forfeitures 15,235,968 3,072 177,112 143,673 67,791 30,541
Rollover contributions 202,085 154,779 1,877,104 98,063 99,323
Refund of contributions
related to highly
compensated employees (1,120,795)
Other
Total contributions
and deposits 37,536,778 3,255 1,389,665 3,994,452 725,115 278,655
Total additions 153,604,594 3,391,662 2,124,243 6,367,441 1,821,196 513,684
Deductions from net assets
attributable to:
Distributions to
participants (53,991,730) (698,384) (681,688) (1,002,852) (542,174) (271,624)
Forfeitures (141,327)
Administrative costs (255,055) (200) (555) (291) (111) (26)
Total deductions (54,388,112) (698,584) (682,243) (1,003,143) (542,285) (271,650)
Net increase (decrease)
prior to interfund transfers 99,216,482 2,693,078 1,442,000 5,364,298 1,278,911 242,034
Transfers between funds:
Transfers between
investment funds (43,583,767) 16,400,867 4,793,670 6,236,057 5,189,081 2,417,097
Loans to participants (10,116,879) (165,013) (78,855) (195,140) (67,699) (31,380)
Loan repayments 5,547,254 137,302 214,380 81,425 18,722
Total transfers
between funds (48,153,392) 16,235,854 4,852,117 6,255,297 5,202,807 2,404,439
Net increase (decrease) in
net assets available for
benefits, prior to spin-off 51,063,090 18,928,932 6,294,117 11,619,595 6,481,718 2,646,473
Assets transferred to
other plans (75,399,248) (4,442,529) (1,283,532) (1,579,871) (812,906) (436,333)
Net increase (decrease) in
net assets available for
benefits (24,336,158) 14,486,403 5,010,585 10,039,724 5,668,812 2,210,140
Net assets available for
benefits:
Beginning of year 298,193,030 2,869,259 3,274,875 1,199,039 598,320
End of year $273,856,872 $14,486,403 $7,879,844 $13,314,599 $6,867,851 $2,808,460
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
for the year ended December 31, 1995 (continued)
Fund Information
----------------
Executive T. Rowe
Pierpont Life Price
Money Fixed Fixed Loans
Market Income Income to
Fund Fund Fund Participants Total
Additions to net assets
attributable to:
Investment income:
Cash dividends on
James River Common Stock
<S> <C> <C>
and mutual funds $116,891 $8,118,495
Interest on mutual funds 1,247,930 2,201,834
Interest on common trust fund $311,897 311,897
Interest on cash equivalents 176,283
Interest on loans to
participants 1,292,436
Total investment income 1,364,821 311,897 12,100,945
Net appreciation in fair value
of investments 8,419 113,479,092
Contributions and deposits:
Deposits by participating
employees 254,830 27,214,034
Contributions by employer,
before reduction for
forfeitures 61,013 15,719,170
Rollover contributions 4,419,553 6,850,907
Refund of contributions
related to highly
compensated employees (1,120,795)
Other $178,504 178,504
Total contributions
and deposits 4,735,396 178,504 48,841,820
Total additions 6,108,636 178,504 311,897 174,421,857
Deductions from net assets
attributable to:
Distributions to participants (7,943,737) (2,825,444) $(895,635) (68,853,268)
Forfeitures (141,327)
Administrative costs (1,178) (1,066) (258,482)
Total deductions (7,944,915) (2,826,510) (895,635) (69,253,077)
Net increase (decrease)
prior to interfund transfers (1,836,279) 178,504 (2,514,613) (895,635) 105,168,780
Transfers between funds:
Transfers between
investment funds 24,345,728 (6,970,838) (8,827,895)
Loans to participants (130,721) (41,170) 10,826,857
Loan repayments 42,540 (6,041,623)
Total transfers
between funds 24,257,547 (6,970,838) (8,869,065) 4,785,234
Net increase (decrease) in
net assets available for
benefits, prior to spin-off 22,421,268 (6,792,334) (11,383,678) 3,889,599 105,168,780
Assets transferred
to other plans (4,932,018) (365,435) (2,891,670) (92,143,542)
Net increase (decrease) in
net assets available for
benefits 17,489,250 (7,157,769) (11,383,678) 997,929 13,025,238
Net assets available
for benefits:
Beginning of year 14,813,344 7,157,769 11,383,678 15,297,117 354,786,431
End of year $32,302,594 $16,295,046 $367,811,669
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
(a) General
The following description of the James River Corporation of
Virginia ("James River," the "Company," or the "Employer")
StockPlus Investment Plan, amended and restated effective
July 1, 1994 and January 1, 1995 (the "Plan"), provides only
general information on the Plan in effect as of December 31,
1995. The Plan as in effect before July 1, 1994, is referred
to as the "Prior Plan." The Plan is a stock purchase plan
and generally full-time employees of James River and its
domestic subsidiaries are eligible to participate. Eligible
employees who elect to participate in the Plan are referred
to as "Participants." The amended and restated Plan offers
five new investment options to Participants in addition to
options available under the Prior Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Participants should refer
to the Plan agreement for a more complete description of the
Plan's provisions.
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 Vantage Inc. common stock, no par
value ("Crown Vantage Common Stock") for each ten shares held
by the shareholder. The Plan was amended to create an
investment fund consisting primarily of Crown Vantage Common
Stock (the "Crown Vantage Stock Fund"). As a result of the
spin-off, during 1995, the Plan received a stock distribution
of 1,338,892 shares of Crown valued at cost of $17,852,205.
Effective as of August 22, 1995, all employees of Crown
ceased to participate in the Plan and, after the spin-off of
Crown, $92,143,542 of assets were transferred out of the
Plan.
(b) Contributions
Prior to July 1, 1994, Participants elected to contribute,
through payroll deductions, from 1% to 10% of their earnings
to the Prior Plan to purchase James River common stock, $.10
par value ("James River Common Stock"). These contributions
were made (i) on an after-tax basis, (ii) on a before-tax
basis or (iii) under a combination of both methods.
Effective July 1, 1994, Participants in the Plan may elect to
contribute from 1% to 10% of their compensation through
payroll deductions; all contributions will be made as before-
tax contributions under Section 401(k) of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue
Code"). Contributions will be invested by The Bank of New
York, the Plan's Trustee, into investment funds at the
direction of each Participant. In order to receive matching
contributions from the Company, before-tax contributions made
by Participants who have not reached age 57 must be invested
in the James River Stock Fund, as defined in Note 1(d).
<PAGE>
The Company makes matching contributions on behalf of the
eligible Participants pursuant to the following schedule:
Participant Contribution Company Contribution
as a Percentage as a Percentage of
of Compensation Participant's Total
Contribution
1% 120%
2% 100%
3% 90%
4% 80%
5% 70%
6% 60%
The Company makes no matching contributions with respect to
the portion of a Participant's contributions that exceeds 6%
of the Participant's compensation.
(c) Vesting
Effective July 1, 1994, each Participant is 100% vested in
all of his Plan accounts. A Participant's vested accounts
may not be forfeited or refunded, except to meet anti-
discrimination requirements as described in Note 1(h).
(d) Investment Options
The following investment funds have been established for the
investment of Plan assets: (i) an investment fund consisting
primarily of James River Common Stock (the "James River Stock
Fund"), (ii) the Crown Vantage Stock Fund, (iii) the Fidelity
Balanced Fund, (iv) the IDS New Dimensions Fund, (v) the
Stagecoach Inc. S&P 500 Stock Fund, (vi) the Pierpont Bond
Fund, and (vii) the Pierpont Money Market Fund. The Fidelity
Balanced Fund is a mutual fund which is invested in a broadly
diversified portfolio of high-yielding securities, including
common stocks, preferred stocks and bonds. The IDS New
Dimensions Fund is a mutual fund which is invested primarily
in common stocks of U.S. and foreign companies showing
potential for significant growth; the fund also invests in
preferred stocks, debt securities and money market
instruments. The Stagecoach Inc. S&P 500 Stock Fund is a
mutual fund which is invested in substantially the same
percentages of common stocks as the Standard & Poor's 500
Composite Stock Price Index. The Pierpont Bond Fund is a
mutual fund which is invested in the U.S. Fixed Income
Portfolio, an open-end management investment company; a
substantial portion of this fund is invested in bonds. The
Pierpont Money Market Fund is a mutual fund which is invested
in high quality U.S. dollar denominated securities which have
effective maturities of not more than 13 months.
In addition, the T. Rowe Price Fixed Income Fund, which was
frozen as of July 1, 1994, was invested in a managed pool of
guaranteed investment contracts and structured investment
contracts of various insurance companies through July 1995.
Unless participants elected otherwise, all investments held
in the T. Rowe Price Fixed Income Fund as of July 1995 were
transferred to the Pierpont Money Market Fund.
As described below, Participants have the right to direct the
investment of certain of their Plan accounts and
contributions into any of the available investment funds.
<PAGE>
A Participant who has not attained age 57 may elect to invest
his before-tax contributions made on or after July 1, 1994,
that are not matched by Company contributions in any of the
available investment funds. Before-tax contributions of up
to 6% of a Participant's compensation that are made on or
after July 1, 1994, and that are invested in the James River
Stock Fund will be matched (see Note 1(b)); these
contributions must remain in that fund until the earlier of
(i) the date on which they have been held in the Plan for 24
months or (ii) the date on which the Participant attains age
57. Matching contributions that are made on or after July 1,
1994, will be invested in the James River Stock Fund and must
remain in that fund until the Participant attains age 57.
Subject to certain exceptions, contributions made to the
Prior Plan before July 1, 1994, generally must remain
invested in the James River Stock Fund until the Participant
attains age 57.
The after-tax contributions account of a Participant who has
not yet attained age 57 may be invested in any of the Plan's
available investment funds. Before January 1, 1995, such
account could only be invested in the James River Stock Fund.
The after-tax matching contributions account of a Participant
who has not yet attained age 57 must remain invested in the
James River Stock Fund. Participants who have attained age
57 may direct the investment of all their contributions and
accounts, including matching contributions, into any of the
Plan's available investment funds.
Each Participant may direct the investment of the portion of
his account that is invested in the Crown Vantage Stock Fund
into any of the other available investment funds. However,
Participants may not transfer assets from other investment
funds to the Crown Vantage Stock Fund. Participants may
transfer certain assets previously held under another tax-
qualified plan into the Plan. Such assets are held in a
rollover account as defined in the Plan. Participants may
also elect to have certain distributions transferred out of
the Plan and paid directly to an eligible tax-qualified plan.
(e) Participant Loans
Participants are permitted to borrow from the Plan amounts up
to one-half of the Participants' vested interest, subject to
a minimum of $1,000 and a maximum of $50,000. A loan may not
be made from a Participant's before-tax contributions that
were made on or after July 1, 1994, that were matched by
Company contributions, and that have not been held in the
Plan for 24 months. For accounting purposes, Plan assets
attributable to a Participant's individual account will be
liquidated to provide the funds to be loaned (see Note 2(e)).
Loans are repayable over a period of up to five years, except
for loans to purchase a primary residence, which may be
repaid over a period of up to ten years. Loans bear interest
at the prime rate in effect on the first day of the month in
which the loan application is received plus 1%. All
principal and interest payments made by a Participant are
credited to the investment funds in which the Participants'
account is invested. As of December 31, 1995, there were
3,736 Participants with outstanding loans.
(f) Distributions and Withdrawals
Distributions are recorded when paid. If a Participant
retires, dies, terminates employment, or incurs a permanent
disability, the Participant's accounts will be distributed in
one of the following forms selected by the Participant: (i) a
lump sum payment or (ii) monthly installments over a certain
period of time. If a Participant's account balance has ever
exceeded $3,500, a distribution will not be made to the
Participant before age 70 without the Participant's consent,
and the Participant may elect to postpone commencement of his
benefits to a date not later than his 70th birthday. In
addition, the portion of a Participant's account that is
transferred from another plan to this Plan and that is
subject to the qualified joint and survivor annuity rules of
Sections 401(a) (11) and 417 of the Internal Revenue Code
(known as the "J&S Account") shall be paid through an annuity
from the Plan or a purchased commercial annuity for a
Participant whose vested account balance has ever exceeded
$3,500, unless the Participant and his spouse (if applicable)
elect otherwise.
<PAGE>
With limited exceptions, withdrawals may be made from a
Participant's account attributable to after-tax contributions
under the Prior Plan, the portion of Company after-tax
matching contributions held in the Plan for at least 24
months, and rollover contributions. Withdrawals from
Participants' accounts invested in the James River Stock Fund
are payable in whole shares of James River Common Stock, with
the value of fractional shares paid in cash, or entirely in
cash. The portion of a Participant's accounts that is
invested in other investment funds is payable in cash.
A Participant who reaches age 59-1/2 may elect a one-time
withdrawal of the entire balance in his accounts.
Participants who have not attained age 59-1/2 can only access
these contributions in the event of financial hardship.
A Participant who separates from employment is generally
entitled to a full distribution. In certain circumstances, a
Participant may defer distribution to a later date.
(g) Voting, Tender and Exercise of Other Rights
If timely instructions are not received from a Participant,
the Trustee shall vote, tender or exercise similar rights
with respect to shares of James River Common Stock in the
Participant's account in such manner as the Trustee deems
appropriate.
(h) Anti-Discrimination Requirements
The Plan is required to meet the anti-discrimination
requirements for highly compensated employees as set forth in
Section 401(k) of the Internal Revenue Code. For years in
which the Plan does not meet these requirements, the
provisions of the Plan require that a refund of employee
contributions be made to highly compensated employees within
two and one-half months after the close of the Plan year (see
Note 10). Refunds made during the Plan year ended December
31, 1995, have been reflected as a reduction of contributions
and deposits on the statement of changes in net assets
available for benefits, with fund information.
(i) Number of Participants
There were 17,987 and 22,101 Participants in the Plan as of
December 31, 1995 and 1994, respectively. The number of
Participants investing in each of the Plan's funds as of
those dates was as follows (Participants may be included in
more than one fund, as applicable):
1995 1994
James River Stock Fund 17,725 21,732
Crown Vantage Stock Fund 16,672
Fidelity Balanced Fund 1,109 848
IDS New Dimensions Fund 1,919 1,342
Stagecoach Inc. S&P 500 Stock Fund 922 458
Pierpont Bond Fund 361 190
Pierpont Money Market Fund 1,344 588
Executive Life Fixed Income Fund 556 556
T. Rowe Price Fixed Income Fund 420
<PAGE>
(j) Assets Transferred to Other Plans
These amounts represent account balances transferred to Crown
as a result of the 1995 spin-off.
2. Summary of Significant Accounting Policies:
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
(b) Cash Equivalents
All deposits of contributions to the Plan are initially
invested in an interest-bearing account pending their
investment in the available investment funds. Interest
earned on such investments is credited to the individual
Participant's accounts based on each Participant's account
balance. Cash equivalents are stated at cost which
approximates market value.
(c) Investment Valuation
The investments in James River Common Stock and Crown Vantage
Common Stock are stated at market value, based on their
closing prices on the New York Stock Exchange Composite Tape
on the last trading day of the period. The number of shares
of James River Common Stock held by the Plan was 11,133,502
and 14,043,633 on December 31, 1995 and 1994, respectively.
The closing market price per share of James River Common
Stock was $24.125 and $20.25 on December 31, 1995 and 1994,
respectively. On December 31, 1995, 1,006,115 shares of
Crown Vantage Common Stock were held by the Plan at $14.25
per share.
Investments held in the Fidelity Balanced Fund, the
Stagecoach Inc. S&P 500 Stock Fund, the Pierpont Bond Fund
and the Pierpont Money Market Fund are stated at the market
value of shares held by the Plan as of year end. Investments
in the IDS New Dimensions Fund are reported at market value
or a reasonable approximation thereof, except for securities
maturing in 60 days or less which are valued at amortized
cost.
Loans receivable from Participants are valued at the balance
of amounts due from Participants, plus accrued interest
thereon, which approximates fair value.
As of December 31, 1995, the assets of the Plan were held
under an Agreement of Trust with The Bank of New York, New
York, New York (the "Trustee"). State Street Bank and Trust,
(formerly known as Wyatt Asset Services, Inc.), Minneapolis,
Minnesota, serves as recordkeeper for the Plan.
(d) Security Transactions and Related Investment Income
Security transactions are accounted for as of the trade date,
and dividend income is recorded as of the dividend record
date. Dividend income is allocated to the individual
Participant's accounts based on each Participant's share of
fund investments. The cost of securities sold is determined
on an average cost basis.
(e) Realized Gains (Losses) on Common Stock
When a Participant (i) borrows funds, (ii) makes a transfer
between funds, or (iii) receives a distribution from his
account, current cash contributions to the Plan are used to
provide the funds to be distributed or transferred. For
accounting purposes, the average cost basis of shares which
would have been sold by the Plan to provide funds for the
borrowing, transfer, or distribution is deducted from the
account of that Participant, and the value of such shares is
reallocated to the current Participants' contributions.
Accordingly, the Plan realizes a gain or loss for the
difference between the average cost basis of shares which
would have been sold and the fair value of such shares on the
distribution date.
<PAGE>
(f) Contributions and Deposits
Employee contributions are recorded as of the date the
contributions are withheld from employees' compensation.
Employer contributions are based on amounts withheld from
participating employees' wages and are therefore recorded as
of the date the employees' contributions are withheld. Funds
are transferred to the Trustee promptly after the date
withheld for employee contributions and once a week for
employer contributions.
(g) Withdrawals
Withdrawals from the Plan by Participants are presented at
the fair value of the distributed investments, plus cash paid
in lieu of fractional shares where applicable.
(h) Net Appreciation (Depreciation) in Fair Value of Investments
Net appreciation or depreciation in the fair value of the
investments consists of (i) unrealized appreciation or
depreciation of investments held by the Plan, (ii) realized
gains or losses on the sale of Plan investments (see Note
2(e)) and (iii) unrealized appreciation or depreciation
resulting from investments distributed to Participants. Such
amounts are allocated to the individual Participant's
accounts based on each Participant's share of fund
investments.
(i) Use of Estimates
Financial statements prepared in conformity with generally
accepted accounting principles require management to make
estimates and assumptions that significantly affect amounts
reported therein. Actual results could differ from those
estimates.
3. Investment in Executive Life Guaranteed Investment Contract
On April 11, 1991, the California Insurance Commissioner obtained
a court order placing Executive Life in conservatorship and under
his exclusive control. Part of the court order imposed a
moratorium upon surrenders, policy loans, transfers of account
balances, and similar cash disbursement transactions.
Accordingly, as a result of the court mandated moratorium,
Participants holding balances in the Executive Life Fixed Income
Fund who had not transferred such balances to other eligible funds
within the Plan prior to January 1, 1991, were prohibited from
making withdrawals, loans, fund transfers, or final distributions
from this fund until such time as the California court permitted
cash withdrawals. The Plan accrued interest income under the
Executive Life guaranteed investment contract at the stated
contract rate through April 10, 1991, after which date no
additional investment income has been recorded. Based upon
information available, an adjustment of $1,294,373 was recorded as
of December 31, 1993, for the impairment of value of the Plan's
investment in the Executive Life guaranteed investment contract.
As a result of a favorable decision by the California Supreme
Court in 1995, an annual distribution schedule has been put in
place beginning in 1995 and continuing until March 1997. Actual
distributions received by the Plan from Executive Life as of
December 31, 1995, totaled $7,336,273. A portion of this
distribution reflects a recovery of $1,491 of the 1993 valuation
adjustment. Although a final distribution from Executive Life is
due in March 1997, the ultimate recovery value of assets
liquidated to make that distribution are uncertain. Therefore,
the Plan's management records the activity on this fund as cash is
received.
<PAGE>
4. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
5. Separate Investment Fund Option Information:
In September 1994, the American Institute of Certified Public
Accountants issued Practice Bulletin 12, "Reporting Separate
Investment Fund Option Information of Defined-Contribution Plans"
(the "Practice Bulletin"). The Practice Bulletin requires the
Plan to present investment fund option information segregated by
participant-directed and nonparticipant-directed categories.
Nonparticipant-directed net assets available for benefits in the
James River Stock Fund were approximately $168,378,000 and
$199,402,000 as of December 31, 1995 and 1994, respectively.
Nonparticipant-directed activity in the James River Stock Fund for
1995 included investment income of approximately $4,493,000, net
appreciation in fair value of investments of approximately
$50,976,000, contributions of approximately $12,800,000,
distributions of approximately $20,053,000, assets transferred to
other plans of approximately $49,816,000, and other deductions of
approximately $276,000. Due to changes in the Plan resulting from
the January 1, 1995, amendment, certain participant accounts
related to post-tax employee contributions of approximately
$29,148,000 were recharacterized from nonparticipant-directed to
participant-directed. Only the James River Stock Fund includes
such nonparticipant-directed amounts.
6. Units and Unit Values
Effective July 1, 1994, the James River Stock Fund was converted
to a unitized, daily-valued fund. In addition, the Crown Vantage
Stock Fund, the Fidelity Balanced Fund, the IDS New Dimensions
Fund, the Stagecoach Inc. S&P 500 Stock Fund, the Pierpont Bond
Fund and the Pierpont Money Market Fund are also accounted for on
a unitized basis. The number of units, calculated daily by the
recordkeeper, and unit values of net assets as of December 31,
1995, were:
Units Unit Values
James River Stock Fund 11,378,190 $24.07
Crown Vantage Stock Fund 1,015,165 $14.27
Fidelity Balanced Fund 576,287 $13.67
IDS New Dimensions Fund 770,992 $17.27
Stagecoach Inc. S&P 500 Stock Fund 511,001 $13.44
Pierpont Bond Fund 264,949 $10.60
Pierpont Money Market Fund 32,302,594 $1.00
<PAGE>
7. Tax Status:
The Plan is intended to be a qualified profit sharing plan under
Sections 401(a) and 401(k) of the Internal Revenue Code. The
Company has received a favorable determination letter from the
Internal Revenue Service with respect to the qualification of the
Plan. The Plan administrator and the Plan's tax counsel believe
that the Plan is designed and operated in accordance with the
applicable requirements of the Internal Revenue Code.
8. Administrative Expenses:
Significant expenses of administering the Plan are borne by James
River, which are partially offset by certain fees charged to the
Participants' accounts including but not limited to: (i) a $2.50
quarterly fee per Participant, (ii) a $35 Participant loan
origination fee and a $10 annual maintenance fee related to
Participant loans and (iii) a $35 transaction fee for certain
withdrawals and distributions. Administrative expenses related to
the T. Rowe Price Contract were paid by the Plan.
9. Concentration of Credit Risk:
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of temporary cash
investments held by the Trustee in excess of the Federal Deposit
Insurance Corporation insurance limit and investments in the James
River Stock Fund, the Crown Vantage Stock Fund, the Fidelity
Balanced Fund, the IDS New Dimensions Fund, the Stagecoach Inc.
S&P 500 Stock Fund, the Pierpont Bond Fund, the Pierpont Money
Market Fund, and the Executive Life guaranteed investment
contract. Credit and market risk associated with these
instruments relates to the performance of the underlying
investments. The Plan has no formal policy requiring collateral
to support the financial instruments subject to credit risk.
10. Subsequent Event:
In order to meet the anti-discrimination test pursuant to
Section 401(k) of the Internal Revenue Code, a refund
of $770,836 of employee contributions was made to highly compensated
employees during 1996 with respect to the 1995 Plan year in
accordance with Plan Provisions.
<PAGE>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
Identity of Issue Description of
Investment Cost Current Value
Cash equivalents Interest rate
-- variable $5,978,520 $5,978,520
James River Corporation 11,133,502 shares 238,848,378 268,595,736
of Virginia Common Stock,
$.10 par value
Crown Vantage Inc. 1,006,115 shares 13,415,100 14,337,139
Common Stock,
no par value
Fidelity Balanced Fund Interest in mutual 7,524,723 7,883,526
funds at $13.52 per
unit
IDS New Dimensions Fund Interest in mutual 12,077,278 13,317,020
funds at $17.27 per
unit
Stagecoach Inc. Interest in mutual 6,173,346 6,876,778
S&P 500 Stock Fund funds at $13.44 per
unit
Pierpont Bond Fund Interest in mutual 2,731,321 2,836,272
funds at $10.60 per
unit
Pierpont Money Market Fund Interest in mutual 31,896,179 31,896,179
funds at $1.00 per
unit
Executive Life Insurance Trust fund; interest 1,115,869 --
Company rate -- variable based
on 30 day Treasury Bill
rates; various
maturity dates
Participant loans Interest rate -- 6% to 13%; -- 16,295,046
various maturity dates
<PAGE>
<TABLE>
<CAPTION>
JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
Expense
Incurred
Identity of Party Number of with
Involved/Description of Purchase Selling Trans- Trans- Net Gain
Asset Price Price actions actions Cost (Loss)
I. Single transaction in
excess of 5%:
<S> <C> <C> <S> <C> <C>
James River Corporation - - $74,819,728 1 - - $46,706,635 $28,113,093
of Virginia - - 17,852,205 1 - - 17,852,205 - -
Common Stock
Crown Vantage Inc. $17,852,205 - - 1 - - 17,852,205 - -
Common Stock
II. Series of transactions
other than securities in
excess of 5%:
None
III. Series of transactions
involving securities in
excess of 5%:
James River Corporation 20,352,919 - - 12 $32,577 20,352,919 - -
of Virginia Common Stock - - 31,685,919 18 - - 22,059,176 9,626,743
Bank of New York 64,891,274 - - 139 - - 64,891,274 - -
Collective Short Term - - 69,356,692 160 - - 69,356,692 - -
Investment Fund
Pierpont Money Market 34,457,621 - - 128 - - 34,457,621 - -
Fund - - 12,453,176 134 - - 12,434,844 18,332
IV. Security transactions
with a party involved
in a single reportable
transaction:
None
</TABLE>
<PAGE>
TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report on
Form 11-K. Each exhibit is listed according to the number assigned to
it in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number Description
4(a) First Amendment to the James River Corporation of Virginia
StockPlus Investment Plan -- filed herewith.
23 Consent of Independent Accountants -- filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Committee which administers the Plan have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
June 26, 1996 /s/Clifford A. Cutchins, IV
Committee Member - Clifford A. Cutchins,IV
June 26, 1996 /s/Daniel J. Girvan
Committee Member - Daniel J. Girvan
Exhibit 4(a) FIRST AMENDMENT
TO THE
JAMES RIVER CORPORATION OF VIRGINIA
STOCKPLUS INVESTMENT PLAN
FIRST AMENDMENT, dated as of August 1, 1995 to the James
River Corporation of Virginia StockPlus Investment Plan by James
River Corporation of Virginia (the "Company").
The Company maintains the James River Corporation of
Virginia StockPlus Investment Plan, as amended and restated
effective July 1, 1994 and January 1, 1995. The Company now
wishes to amend the Plan.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 3.1(b) is amended in its entirety to read as
follows:
(b) Each Employee, other than a temporary or seasonal
Employee, who is not eligible to become a Participant
pursuant to subsection (a) shall be eligible to become a
Participant as of the later of (i) the date on which the
Employee commences employment with the Employer or (ii)
July 1, 1994. A seasonal or temporary Employee is an
Employee who is hired to work on a seasonal or temporary
basis for a specified period of time and who is not expected
to be credited with 1,000 or more Hours of Service during a
12-month period. In the event that a seasonal or temporary
Employee is credited with 1,000 or more Hours of Service
during a 12-month period, he shall become a Participant as
of the first day of the month immediately following the end
of the 12-month period. The computation period for this
purpose shall be the 12 consecutive month period beginning
with the Employee's date of hire and ending on the first
anniversary of such date, and subsequent 12-month periods
beginning on an anniversary of the Employee's date of hire.
<PAGE>
II. Appendix E of the Plan is amended in its entirety to
read as follows:
APPENDIX E
MERGER OF THE PAPER ART COMPANY, INC.
401(K) PROFIT SHARING PLAN INTO THE
STOCKPLUS INVESTMENT PLAN
The Paper Art Company, Inc. 401(k) Profit Sharing Plan
(the "Paper Art Plan") was originally scheduled to be merged
into the StockPlus Investment Plan on or around April 1,
1995. The merger will not occur.
III. Appendix F of the Plan is amended in its entirety to
read as follows:
APPENDIX F
MERGER OF THE PAPER ART COMPANY, INC. 401(K) PLAN
FOR BARGAINING UNIT EMPLOYEES INT THE
STOCKPLUS INVESTMENT PLAN
The Paper Art Company, Inc. 401(k) Plan for Bargaining
Unit Employees (the "Paper Art Bargained Plan") was
originally scheduled to be merged into the StockPlus
Investment Plan on or around April 1, 1995. The merger will
not occur.
IV. The Plan is amended by adding the following new
Appendices H and I to the end of the Plan to read as follows:
APPENDIX H
PROVISIONS RELATING TO
EMPLOYEES OF THE COMMUNICATIONS PAPERS BUSINESS
The provisions of this Appendix H shall apply to
Participants who are described as "Newco Employees" for
purposes of the Contribution Agreement dated as of August
15, 1995 among the Company, James River Paper Company, Inc.,
Crown Vantage Inc. and Crown Paper Co. Effective as of
August 22, 1995 (the "Paper Contribution Date"), each
Participant who is a Newco Employee shall cease
participating in the Plan, and no Salary Reduction
Contributions and Matching Contributions shall be made on
their behalf for periods on or after the first day of the
first applicable payroll period that begins after the Paper
Contribution Date. Any Newco Employee who is not already a
Participant in the Plan as of the Paper Contribution Date
shall not be eligible to become a Participant in the Plan.
The Account balance of each Participant who is a Newco
Employee will be transferred to the Crown Vantage Inc.
StockPlus Employee Stock Ownership Plan after the Paper
Contribution Date.
<PAGE>
APPENDIX I
ESTABLISHMENT OF CROWN VANTAGE
STOCK FUND
Pursuant to Section 9.1(a)(ii), there shall be
established the Crown Vantage Stock Fund, effective as of
the date on which Crown Vantage Inc. ("Crown Vantage")
ceases to be an Affiliated Company. The Crown Vantage Stock
Fund shall be administered as follows:
(a) The Crown Vantage Stock Fund shall receive
the shares of Crown Vantage common stock, and cash
distributed in lieu of fractional shares, that are
distributed to the Trustee in connection with the
Company's spin-off of Crown Vantage. The Crown Vantage
Stock Fund shall be invested primarily in common stock
of Crown Vantage. The Trustee may sell Crown Vantage
common stock on the open market, and in any other
manner as the Trustee deems appropriate, consistent
with applicable securities laws, ERISA and the Internal
Revenue Code.
(b) The Trustee shall not purchase any Crown
Vantage common stock for the Crown Vantage Stock Fund.
However, additional Crown Vantage common stock may be
acquired by the Trustee as a result of stock splits,
stock dividends, and similar changes. In addition, the
Trustee may acquire shares of Crown Vantage preferred
stock under certain circumstances by exercising rights
that were distributed with respect to shares of Crown
Vantage common stock. When the Crown Vantage Stock
Fund ceases to hold Crown Vantage common stock, the
Crown Vantage Stock Fund shall terminate.
(c) Each Participant may direct the investment of
the portion of his Account that is invested in the
Crown Vantage Stock Fund into any of the other
investment funds offered pursuant to Section 9.1.
Participants may not transfer assets from other
investment funds to the Crown Vantage Stock Fund. The
Crown Vantage Stock Fund shall not be considered a
"Company Stock Fund" and Crown Vantage common stock
shall not be considered "Company Stock" for purposes of
the Plan. The restrictions and provisions of Sections
9.2, 9.8, 9.9 and 9.10 shall not apply to amounts held
in the Crown Vantage Stock Fund.
<PAGE>
V. This Amendment shall be effective as of August 22, 1995.
VI. In all respects not amended, the Plan is hereby
ratified and confirmed.
* * * * *
To record the adoption of the Amendment as set forth above,
James River has caused this document to be signed on this 1st day
of August, 1995.
JAMES RIVER CORPORATION OF VIRGINIA
By: /s/Daniel J. Girvan
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. 33-54491) of our
report dated June 21, 1996, on our audits of the financial statements of the
James River Corporation of Virginia StockPlus Investment Plan as of December 31,
1995 and 1994, and for the year ended December 31, 1995, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 21, 1996
