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, 1996
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
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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, 1996 and 1995 4
Statements of income and changes in plan equity for
the years ended December 31, 1996, 1995 and 1994 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
(incorporated by reference to Exhibit 4 to James River Corporation of
Virginia Canadian Stock Purchase Plan Annual Report on Form 11-K for
the year ended December 31, 1995).
23. Consent of independent accountants -- filed herewith.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Plans 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, 1996 and 1995, and the related statements of income
and changes in plan equity for each of the three years in the period ended
December 31, 1996. 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,
1996 and 1995, and the income and changes in plan equity for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
February 14, 1997
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JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
as of December 31, 1996 and 1995
1996 1995
ASSETS
Cash $ 149,111 $65,685
Contributions receivable:
Employer:
Basic 40,250 11,552
Additional 17,270 15,263
Employee 77,814 21,571
Investment in common stock, at market value:
James River (historical cost: 1996--$1,619,753 and
1995--$1,600,218) 1,968,519 1,520,526
Crown Vantage Inc. (historical cost: 1996--$63,273
and 1995--$106,633) 25,177 72,931
Total assets $2,278,141 $1,707,528
LIABILITIES AND PLAN EQUITY
Payable to withdrawing participants $ 19,473
Plan equity 2,258,668 $1,707,528
Total liabilities and plan equity $2,278,141 $1,707,528
The accompanying notes are an integral
part of the financial statements.
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JAMES RIVER CORPORATION OF VIRGINIA
CANADIAN EMPLOYEES STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Investment income:
Cash dividends on Common Stock $ 29,996 $ 32,765 $ 33,646
Interest on bank deposits 758 1,152 427
Total investment income 30,754 33,917 34,073
Change in net unrealized appreciation
in fair value of investments 424,064 11,197 57,567
Contributions and deposits:
Deposits by participating employees 557,847 479,655 400,151
Contributions by employer:
Basic 290,448 256,521 216,955
Additional 17,131 15,181 14,334
Administrative costs 21,153 21,268 20,686
Total contributions and deposits 886,579 772,625 652,126
Withdrawals and expenditures:
Distributions to participants (769,239) (635,411) (644,007)
Administrative costs (21,153) (21,268) (20,686)
Total withdrawals and expenditures (790,392) (656,679) (664,693)
Stock distribution of Crown Vantage Inc. 133,338
Foreign currency remeasurement gain(loss) 135 (401) (11,316)
Net increase in plan equity 551,140 293,997 67,757
Plan equity, beginning of year 1,707,528 1,413,531 1,345,774
Plan equity, end of year $2,258,668 $1,707,528 $1,413,531
The accompanying notes are an integral
part of the financial statements.
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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, 1996, 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 $33.125 and $24.125 on December
31, 1996, and December 31, 1995, respectively. The closing market value per
share of CV Common Stock was $8.50 and $14.25 on December 31, 1996, and December
31, 1995, respectively.
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. During 1996, the assets of the plan were
transferred from National Trust Company (the former trustee) to Canada Trust
(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.
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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, 1996, 1995 and 1994. Foreign currency remeasurement
gains and losses are included in the net increase 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 Vantage"). The existing
shareholders of the Company on record as of August 25, 1995, received one share
of Crown Vantage 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 Vantage valued at $133,338.
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:
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NOTES TO FINANCIAL STATEMENTS
(continued)
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, 1996 represents the accrued contribution
related to the 1995 Basic Employer Contributions of qualifying Participants to
be paid to the Plan on March 31, 1997. The Additional Employer Contribution
accrued as of December 31, 1995, which related to the 1994 Basic Employer
Contributions of qualifying Participants, was paid to the Plan on March 31,
1996.
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 412 Participants as of December 31,
1996, and 390 Participants as of December 31, 1995.
4. Contributions to the Plan:
Employee and employer contributions for the years ended December 31, 1996, 1995
and 1994 were as follows:
1996 1995 1994
Employee Employer Employee Employer Employee Employer
Marathon $413,090 $238,437 $351,162 $208,213 $287,337 $175,776
JR Canada 144,757 90,295 128,493 84,757 112,814 76,199
$557,847 $328,732 $479,655 $292,970 $400,151 $251,975
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NOTES TO FINANCIAL STATEMENTS
(continued)
5. Investment in Common Stock:
The unrealized appreciation or depreciation of investment in common stock as of
December 31, 1996, 1995 and 1994 and the change in such amount during each
period were as follows:
Unrealized
Market Appreciation
Value Cost (Depreciation)
--------------------------------------
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
December 31, 1995 1,593,457 1,706,851 (113,394)
Change for the year ended
December 31, 1996 400,239 (23,825) 424,064
December 31, 1996 $1,993,696 $1,683,026 $310,670
The Plan held 59,427 and 63,027 shares of JR Common Stock on December 31, 1996
and 1995, respectively. In addition, the Plan held 2,962 and 5,118 shares of CV
Common Stock on December 31, 1996, and December 31, 1995, respectively.
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.
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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 21, 1997 /s/Michael J. Allan
Date Committee Member-Michael J. Allan
March 18, 1997 /s/Clifford A. Cutchins, IV
Date Committee Member-Clifford A. Cutchins, IV
March 21, 1997 /s/Daniel J. Girvan
Date Committee Member-Daniel J. Girvan
March 20, 1997 /s/William A. Paterson
Date Committee Member-William A. Paterson
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 14, 1997, on our audits of the financial statements of the
James River Corporation of Virginia Canadian Employees Stock Purchase Plan as of
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996, which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
March 24, 1997
