As filed with the Securities and Exchange Commission on September 5, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
Fort James Corporation
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0848173
(State or other jurisdiction of (I.R.S. Employer Identification No.)
or organization)
120 Tredegar Street, RICHMOND, VIRGINIA 23219
(804) 644-5411
(Address of principal executive office, including zip code and telephone number)
FORT JAMES CORPORATION
1996 STOCK INCENTIVE PLAN
(formerly known as JAMES RIVER CORPORATION OF VIRGINIA
1996 STOCK INCENTIVE PLAN)
(Full Title of the Plan)
CLIFFORD A. CUTCHINS, IV, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL, CORPORATE SECRETARY
FORT JAMES CORPORATION
120 TREDEGAR STREET
RICHMOND, VIRGINIA 23219
(804) 644-5411
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process and registrant's principal executive offices)
COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
MARSHALL H. EARL, JR., ESQUIRE
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 775-1000
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class Amount Proposed Proposed
of Securities to be to be Average Maximum Amount of
Registered Registered Offering Aggregate Registration
Price per Offering Fee
Share
- --------------------------------------------------------------------------------
Common stock, $.10
par value 8,000,000 shs. $41.6875(1) $333,500,000.00 $101,060.61
Rights to purchase
1/1000 of a share of
Series M Cumulative
Participating Preferred
Stock, $10 par value(2) 8,000,000 N/A N/A (2)
================================================================================
- ----------
(1) Estimated solely for purposes of calculating the registration fee.
Based on the average of the high and low prices of the Common Stock on the New
York Stock Exchange on August 29, 1997.
(2) The Rights to purchase 1/1000 of a share of Series M Cumulative
Participating Preferred Stock will be attached to and will trade with shares of
the Common Stock. Value attributable to such rights, if any, will be reflected
in the market price of such Common Stock. No fee is required pursuant to Section
6(b) of the Securities Act of 1933 and 17 C.F.R. ss.230.236.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register 8,000,000
additional shares of Common Stock, $.10 par value, ("Common Stock"), of Fort
James Corporation (formerly known as James River Corporation of Virginia) (the
"Company") issuable pursuant to awards granted or to be granted pursuant to the
Fort James Corporation 1996 Stock Incentive Plan (formerly known as the James
River Corporation of Virginia 1996 Stock Incentive Plan) and 8,000,000
associated Rights to purchase 1/1000 of a share of Series M Cumulative
Participating Preferred Stock, $10.00 par value. The Registrant hereby
incorporates by reference all information included in its Form S-8 Registration
Statement No. 333-02217 filed with the Commission on April 3, 1996, which should
be read in conjunction with the information contained herein.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 4th day of
September, 1997.
FORT JAMES CORPORATION
By /s/ Clifford A. Cutchins, IV
------------------------------------------
Clifford A. Cutchins, IV, Esq.
Senior Vice President, General Counsel,
Corporate Secretary
Exhibit 24
POWER OF ATTORNEY
Know All Men and Women By These Presents that each individual whose
signature appears below constitute and appoint T. Norman Bush and Clifford A.
Cutchins, IV, Esquire, such individual's true and lawful attorneys-in-fact and
agents with full power of substitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and any
registration statement related to the offering contemplated by this registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Miles L. Marsh
- --------------------------------- Chairman of the Board, Chief 09/04/97
Miles L. Marsh Executive Officer and Director --------
/s/ William A. Paterson Senior Vice President and 09/04/97
- --------------------------------- Controller (Principal Financial --------
William A. Paterson and Accounting Officer)
/s/ Michael T. Riordan President, Chief Operating 09/04/97
- --------------------------------- Officer and Director --------
Michael T. Riordan
/s/ Barbara L. Bowles Director 09/04/97
- --------------------------------- --------
Barbara L. Bowles
/s/ William T. Burgin Director 08/28/97
- --------------------------------- --------
William T. Burgin
<PAGE>
Signature Title Date
/s/ Dr. James L. Burke Director 09/04/97
- --------------------------------- --------
Dr. James L. Burke
/s/ William T. Comfort, Jr. Director 09/04/97
- --------------------------------- --------
William T. Comfort, Jr.
/s/ Gary P. Coughlan Director 08/28/97
- --------------------------------- --------
Gary P. Coughlan
/s/ Bruce C. Gottwald Director 08/28/97
- --------------------------------- --------
Bruce C. Gottwald
/s/ Robert M. O'Neil Director 08/28/97
- --------------------------------- --------
Robert M. O'Neil
/s/ Robert H. Niehaus Director 09/04/97
- --------------------------------- --------
Robert H. Niehaus
/s/ Richard L. Sharp Director 09/04/97
- --------------------------------- --------
Richard L. Sharp
/s/ Frank V. Sica Director 09/04/97
- --------------------------------- --------
Frank V. Sica
/s/ Anne Marie Whittemore Director 08/27/97
- --------------------------------- --------
Anne Marie Whittemore
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
*5.1 -- Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
(filed herewith).
*23.1 -- Consent of Coopers & Lybrand L.L.P.(filed herewith)
*23.2 -- Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(included in Exhibit 5.1).
*24 -- Power of Attorney (included herein on the signature
pages).
99.1 -- Fort James Corporation 1996 Stock
Incentive Plan (formerly known as James
River Corporation of Virginia 1996 Stock
Incentive Plan) (incorporated by reference
to Exhibit 99.1 to the Company's
Registration Statement on Form S-8 (No. 333-
02217) filed April 3, 1996).
*99.2 -- Amendment dated as of August 12, 1997 to the
Fort James Corporation 1996 Stock Incentive Plan.
* Filed with this form.
EXHIBIT 5.1
[McGuire, Woods, Battle & Boothe, L.L.P. Letterhead]
September 3, 1997
Board of Directors
Fort James Corporation
120 Tredegar Street
Richmond, Virginia 23219
Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"), with respect to the offering of up to 8,000,000 shares of Common
Stock, $.10 par value ("Common Stock") of Fort James Corporation (the "Company")
to be issued pursuant to the Fort James Corporation 1996 Stock Incentive Plan
(formerly known as the James River Corporation of Virginia 1996 Stock Incentive
Plan) (the "Plan") accompanied by an equal number of rights to purchase 1/1000
of a share of Series M Cumulative Preferred Stock, $10.00 par value ("Rights").
We are familiar with the Registration Statement and have examined
such corporate documents and records, including the Plan, and such matters of
law as we have considered appropriate to enable us to render the following
opinion. On the basis of the foregoing, we are of the opinion that:
The Company is a corporation duly organized and validly existing under
the laws of the Commonwealth of Virginia and has the power to issue up to
8,000,000 shares of Company Common Stock and an equivalent number of Rights that
are to be registered with the Securities and Exchange Commission on a Form S-8
Registration Statement. We are further of the opinion that the Common Stock and
Rights being registered, when issued in accordance with the related resolutions
of the Board of Directors and the terms of the Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We re-affirm our opinion regarding the Rights given to James River's
Board of Directors as confirmed in our letter of February 9, 1989, a copy of
which is attached to our opinion filed as Exhibit 5 to James River's
Registration Statement (No. 33-56657) on Form S-8. In our opinion regarding the
Rights, we discussed whether certain provisions of Section 13.1-638 of the Code
of Virginia (the "Code") might prohibit the restrictions on transfer imposed
under the agreement governing the Rights. The Code was amended, effectively July
1, 1990, to provide that, notwithstanding such provisions of Section 13.1-638,
the terms of rights issued by a corporation may include restrictions on transfer
by designated persons or classes of persons.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8, pertaining to the Fort James Corporation 1996 Stock Incentive Plan
(formerly known as the James River Corporation of Virginia 1996 Stock Incentive
Plan) (the "Registration Statement"), of our report dated January 23, 1997,
except as to the information presented in Note 17, for which the date is
February 21, 1997, on our audits of the consolidated financial statements of
James River Corporation of Virginia and Subsidiaries ("James River") as of
December 29, 1996 and December 31, 1995, and for each of the three fiscal years
in the period ended December 29, 1996, which report is included in the Annual
Report on Form 10-K of James River for the year ended December 29, 1996.
We also consent to the incorporation by reference in the Registration Statement
of our report dated August 13, 1997, on our audits of the supplemental
consolidated financial statements of Fort James Corporation and Subsidiaries
("Fort James") as of December 29, 1996 and December 31, 1995, and for each of
the three fiscal years in the period ended December 29, 1996, which report is
included in the Current Report on Form 8-K filed on August 27, 1997. The
supplemental consolidated financial statements give retroactive effect to the
merger of James River and Fort Howard Corporation on August 13, 1997, which has
been accounted for as a pooling of interests as described in the Notes 1 and 2
to the supplemental consolidated financial statements. Generally accepted
accounting principles proscribe giving effect to a consummated business
combination accounted for by the pooling of interests method in financial
statements that do not include the date of consummation. These financial
statements do not extend through the date of consummation; however, they will
become the historical consolidated financial statements of Fort James after
financial statements covering the date of consummation of the business
combination are issued.
/s/ Coopers & Lybrand L.L.P.
Richmond, Virginia
September 3, 1997
EXHIBIT 99.2
Amendments to Fort James Corporation
1996 Stock Incentive Plan
1. Section 2(c) is amended to read as follows:
"(c) 'Award' means the award of an Option, Restricted Stock, Incentive
Stock or a Performance Grant under the Plan."
2. The first sentence of Section 3 is amended to read as follows:
"The following types of Awards may be granted under the Plan: Options,
Restricted Stock, Incentive Stock and Performance Grants."
3. Section 4 is amended by replacing "5,146,774" with "13,146,774" each
place that is appears.
4. Section 7(b) is amended by adding the following at the end:
"The terms and conditions on Restricted Stock may include the achievement
of one or more Performance Goals as defined in Section 22. Any award of
Restricted Stock that is subject to a Performance Goal shall be governed by the
provisions of Section 22 to the extent that the award is intended to comply with
the requirements of Code section 162(m)."
5. Section 7(c) is amended by adding the following sentence at the end:
"The Committee's discretion shall be limited as provided in Section 22 to
the extent that the award is intended to comply with the requirements of Code
section 162(m)."
6. Section 7(e) is amended by replacing "1,584,108" with "3,944,403".
7. A new Section 22 is added as follows:
"22. PERFORMANCE GRANTS.
(a) Each Performance Grant shall be evidenced by an Award setting
forth the Performance Goals for the award, including the
Performance Measure, the target and maximum amounts payable
and such other terms and conditions as are applicable to
the Performance Grant. Each Performance Grant shall be granted
and administered to comply with the requirements of Code section
162(m). The aggregate maximum amount payable in cash under the
Plan to any Participant in any Plan Year shall not exceed
$3,000,000. The aggregate number of shares of Company Stock
which may be awarded to any Participant as a Performance Grant
during any Plan Yea shall not exceed 300,000. In the event of
any conflict between an Award and the Plan, the terms of the Plan
shall govern.
(b) The Committee shall establish the Performance Goals for
Performance Grants to Participants. The Committee shall determine
the extent to which any Performance Measure shall be used and
weighted in determining Performance Grants. The Committee may
vary the Performance Measure, Performance Goals and weightings
from Participant to Participant, Performance Grant to Performance
Grant and Plan Year to Plan Year. The Committee may increase,
but not decrease, any Performance Goal during a Plan Year.
(c) The Committee shall establish for each Performance Grant the
amount of cash or Company Stock payable at specified levels of
performance, based on the Performance Goal for each Performance
Measure. Any Performance Grant shall be made not later than 90
days after the start of the period for which the Performance
Grant relates and shall be made prior to the completion of 25%
of such period. All determinations regarding the achievement of
any Performance Goals will be made by the Committee. The
Committee may not increase during a Plan Year the amount of cash
or Common Stock that would otherwise be payable upon achievement
of the Performance Goal or Goals but may reduce or eliminate the
payments as provided in a Performance Grant.
(d) The actual payments to a Participant under a Performance Grant
will be calculated by applying the achievement of a Performance
Measure to the Performance Goal as established in the Grant
Agreement. All calculations of actual payments shall be made by
the Committee and the Committee shall certify in writing the
extent, if any, to which the Performance Goals have been met.
(e) Performance Grants will be paid in cash, Company Stock or both,
at such time or times as are provided in the Grant Agreement. The
Committee may provide in the Grant Agreement that the Participant
may make a prior election to defer the payment under a
Performance Grant subject to such terms and conditions as the
Committee may determine.
(f) Nothing contained in the Plan will be deemed in any way to limit
or restrict any Employer or the Committee from making any award
or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
(g) A Participant who receives a Performance Grant payable in Company
Stock shall have no rights as a shareholder until the Company
Stock is issued pursuant to the terms of the Performance Grant.
The Company Stock may be issued without cash consideration.
(h) A Participant's interest in a Performance Grant may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise
encumbered.
(i) As used in the Plan, the following terms shall have the meanings
indicated:
(i) 'Performance Goal' means a target performance or range of
target performances of one or more Performance Measures.
(ii) 'Performance Grant' means an Award made pursuant to this
Section 22.
(iii) 'Performance Measure' means one or more of the following
financial measures: cash flow; cost reduction (or
limits on cost increases); debt to capitalization;
debt to equity; earnings; earnings before interest and
taxes, earnings before interest, taxes, depreciation and
amortization; earnings per share (including or excluding
nonrecurring items); earnings per share before extraordinary
items; income from operations (including or excluding
nonrecurring items); economic value added (net operating
profit after tax less a charge for use of capital as
determined under a methodology approved by the Committee);
income from operations to capital spending; free cash flow;
net income (including or excluding nonrecurring items and/or
extraordinary items); net sales; price per share of Company
Stock; return on assets; return on capital employed; return
on equity; return on investment; return on sales; sales
volume; or total return to shareholders. Any Performance
Measure may be used to measure the performance of the
Company as whole or any business unit of the Company. As
determined by the Committee, any Performance Measure shall
be calculated in accordance with the Company's public
financial statements, generally accepted accounting
principles, or under a methodology established by the
Committee prior to the issuance of a Performance Grant which
is consistently applied. The Committee shall have the power
and complete discretion to determine the methodology for the
calculation of Performance Measures."
