As Filed With the Securities and Exchange Commission on September 24, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
Fort James Corporation
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia 54-0848173
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
120 Tredegar Street
Richmond, Virginia 23219
(804) 644-5411
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
CLIFFORD A. CUTCHINS, IV, Esq., Senior Vice President,
General Counsel and 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)
Copies To:
MARSHALL H. EARL, JR., Esq.
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
Richmond, Virginia 23219
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this post-effective amendment to
the registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-53413
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to Offering Price Aggregate Offer- Amount of
be Registered be Registered Per Unit (1) ing Price (1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Debt Securities............. $120,000,000(2) 100%(3) $120,000,000(3) $36,364
===============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Such amount represents the issue price rather than the principal amount of
any Debt Securities issued at an original issue discount. Any offering of
Debt Securities denominated other than in U.S. dollars will be treated as
the equivalent in U.S. dollars based on the official exchange rate
applicable to the purchase of Debt Securities from the registrant.
(3) Plus accrued interest, if any.
================================================================================
<PAGE>
This registration statement is being filed pursuant to Rule 462(b) ("Rule
462(b)") under the Securities Act of 1933, as amended ("Securities Act"), and
includes the registration statement facing page, this page, the signature page,
an exhibit index, legal opinions and related consents and accountants' consents.
Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3
(File No. 33-53413) of Fort James Corporation (formerly James River Corporation
of Virginia), including the exhibits thereto, are incorporated by reference into
this registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond and Commonwealth of Virginia, on September
24, 1997.
FORT JAMES CORPORATION
By: /s/ MILES L. MARSH
--------------------------------
Miles L. Marsh
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Know All Men and Women By These Presents that each individual whose
signature appears below constitutes and appoints Clifford A. Cutchins, IV and R.
Michael Lempke, and each of them, 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, 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, and
each of them, 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 any of
them, 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, this registration
statement has been signed below by the following persons on September 24, 1997,
in the capacities indicated.
Signature Title
--------- -----
/s/ MILES L. MARSH Chairman and Chief Executive Officer
- ------------------------------- and Director (Principal Executive
Miles L. Marsh Officer)
/s/ MICHAEL T. RIORDAN President and Chief Operating Officer
- ------------------------------- and Director
Michael T. Riordan
/s/ WILLIAM A. PATERSON Senior Vice President and Controller
- ------------------------------- (Principal Financial and Accounting
William A. Paterson Officer)
/s/ WILLIAM T. BURGIN Director
- -------------------------------
William T. Burgin
/s/ JAMES L. BURKE Director
- -------------------------------
James L. Burke
II-1
/s/ WILLIAM V. DANIEL Director
- -------------------------------
William V. Daniel
/s/ BRUCE C. GOTTWALD Director
- -------------------------------
Bruce C. Gottwald
/s/ ROBERT M. O'NEIL Director
- -------------------------------
Robert M. O'Neil
/s/ RICHARD L. SHARP Director
- -------------------------------
Richard L. Sharp
/s/ ANNE M. WHITTEMORE Director
- -------------------------------
Anne M. Whittemore
II-2
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------------------------------------------------------------------------ ------------
<C> <S>
*1.1 Form of Underwriting Agreement
*4.1 Indenture dated as of November 1, 1991, between the Company and The Bank
of New York, as Trustee
4.2 First Supplemental Indenture dated as of September 19, 1997, between the
Company and The Bank of New York, as Trustee, filed herewith
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe, L.L.P. as to the
validity of the Debt Securities, filed herewith
8.1 Opinion and consent of McGuire, Woods, Battle & Boothe, L.L.P. as to
certain tax matters, filed herewith
**12.1 Computation of ratios of earnings to fixed charges
23.1 Consent of Coopers & Lybrand L.L.P. with respect to the audited
financial statements of James River Corporation of Virginia and the
audited supplemental consolidated financial statements of the Company,
filed herewith
23.2 Consent of Arthur Andersen LLP with respect to the audited financial
statements of Fort Howard Corporation, filed herewith
23.3 Consents of McGuire, Woods, Battle & Boothe, L.L.P. (included as part of
Exhibits 5.1 and 8.1, respectively)
24.1 Powers of attorney from officers and directors of the Company signing by
an attorney-in-fact (included on signature page)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee, filed herewith
</TABLE>
*Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (33-53413).
**Incorporated by reference to Exhibit 12 to the Company's Current Report on
Form 8-K dated August 13, 1997.
II-3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of September 19, 1997 between
FORT JAMES CORPORATION, formerly James River Corporation of Virginia, a
corporation duly organized and existing under the laws of the Commonwealth of
Virginia (the "Company") and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a certain Indenture, dated as of November 1, 1991 (the "Original
Indenture"), pursuant to which one or more series of unsecured debentures,
securities or other evidences of indebtedness of the Company (the "Securities")
may be issued from time to time; and
WHEREAS, Section 901 of the Original Indenture provides that, without
the consent of any Holders of Securities or coupons, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into an indenture supplemental to the Original Indenture for the
purpose, among other things, of (i) changing or eliminating any of the
provisions of the Original Indenture, provided that such change or elimination
shall become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision; (ii) establishing the form or terms of
Securities of any series and any related coupons as permitted by Sections 201
and 301 of the Original Indenture; or (iii) making any other provisions with
respect to matters or questions arising under the Original Indenture, provided
that such actions shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect; and
WHEREAS, the Company, pursuant to the foregoing authority, desires to
amend and supplement the Original Indenture in certain respects.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, it is
mutually agreed, for the
1
<PAGE>
equal and proportionate benefit of all Holders of Securities of any series
originally issued after the date hereof, as follows:
ARTICLE ONE
The Original Indenture is supplemented and amended in the following
respects:
1. The introductory paragraph of the Original Indenture is hereby
amended by inserting the words "Fort James Corporation, formerly" prior to the
words "James River Corporation of Virginia."
2. Section 301 of the Original Indenture is amended by deleting the
word "and" after the semicolon in clause 16 and inserting after clause 16 the
following:
"(17) provisions, if any, granting special rights to the
Holders of Securities of the series upon the occurrence of
such events as may be specified;
(18) any deletions from, modifications of or additions to the
Events of Default or covenants (including any deletions from,
modifications of or additions to Section 1010) of the Company
with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events
of Default or covenants set forth herein;
(19) whether, under what circumstances and the currency in
which the Company will pay additional amounts as contemplated
by Section 1010 on the Securities of the series to any Holder
who is not a United States person (including any modification
to the definition of such term) in respect of any tax,
assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather
than pay such additional amounts (and the terms of any such
option); and"
2
<PAGE>
In addition clause 17 of Section 301 of the Original Indenture is
renumbered as clause 20.
3. Clause 5 of Section 501 of the Original Indenture is amended by
deleting the phrase "at least $10,000,000 aggregate principal amount of
indebtedness for borrowed money" and replacing it with the phrase "at least
$25,000,000 individually or $50,000,000 in the aggregate of principal amount of
indebtedness for borrowed money" and by deleting the period at the end of such
clause and inserting in lieu thereof "; or".
4. Clause 8 of Section 501 of the Original Indenture is hereby
renumbered as clause 9, and the following is added as a new clause 8 of Section
501 of the Original Indenture:
"(8) failure within 60 days to pay, bond or otherwise
discharge any uninsured final judgment or court order rendered
against the Company or any Subsidiary requiring the payment of
money in excess of $50,000,000 which is not stayed on appeal
or is not otherwise being contested in good faith".
5. After Section 906 of the Original Indenture, the following is
added as Section 907 of the Original Indenture:
"Section 907. Notice of Supplemental Indentures.
Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Company shall give notice
thereof to the Holders of the Outstanding Securities affected,
in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture."
6. Subsection (a) of Section 1006 of the Original Indenture is
hereby amended as follows:
(a) The words "create or assume" are deleted and replaced with
the words "create, incur, assume or guarantee" in each place
in which they appear.
(b) In addition, the words "indebtedness that is secured by a"
are added prior to the word "mortgage" in the third line, and
the words "indebtedness
3
<PAGE>
that is secured by" are added prior to the words "any of the
following" at the end of the paragraph.
7. Clause (vii) of subsection 1006(a) of the Original Indenture is
hereby amended by adding at the end thereof the phrase "or liens existing at the
date of the original issuance of the Securities of a Series".
8. The current clause (xiii) of subsection 1006(a) of the Original
Indenture is renumbered as clause (xiv) and the following is added as clause
(xiii) of subsection 1006(a) of the Original Indenture:
"(xiii) guarantees of indebtedness that are secured
by a lien on Principal Property located outside of the United
States;"
In addition, the reference in clause (xiii) of subsection 1006(a) of
the Original Indenture (now renumbered clause (xiv) of subsection 1006(a)
pursuant to this supplement) to clause (xii) shall be amended to refer to clause
(xiii), and the reference to "this clause (xiii)" shall be amended to be "this
clause (xiv)".
9. Clause (ii) of subsection 1006(b) of the Original Indenture is
deleted and replaced with the following:
(ii) "Consolidated Net Tangible Assets" means the
total of all assets at their net book value (after deducting
related depreciation, depletion, amortization and all other
valuation reserves which, in accordance with generally
accepted accounting principles, should be set aside in
connection with the business conducted) after deducting
therefrom (A) all current liabilities and (B) the value of all
goodwill, tradenames, trademarks, patents and other intangible
assets, in each case net of applicable amortization, as
appearing on a consolidated balance sheet of the Company and
its consolidated Subsidiaries, prepared in accordance with
generally accepted accounting principles."
10. Clause (iii) of subsection 1006(b) of the Original Indenture
is amended by inserting after the word "means" the following: ", without
duplication." In addition, the following shall be inserted in the proviso of
clause (iii) of subsection (b), after the phrase "shall not include:"
4
<PAGE>
"any guarantee of indebtedness secured by a lien on a
Principal Property located outside of the United States or any
guarantee by any Restricted Subsidiary the primary assets of
which are Principal Properties located outside of the United
States, or".
11. Clause (iv) of subsection 1006(b) of the Original Indenture is
deleted and replaced with the following:
"(iv) Principal Property" means any manufacturing
plant, research facility or warehouse owned
or leased by the Company or any Restricted
Subsidiary which has a net book value
exceeding 2.5% of Consolidated Net Tangible
Assets, but not including (1) any property
which in the opinion of the Company is not
of material importance to the total business
conducted by the Company as an entirety or
(2) any portion of a particular property
which is similarly found not to be of
material importance to the use or operation
of such property."
12. The following is added at the end of Section 1006 of the
Original Indenture as a new subsection (c):
"(c) For purposes of this Section 1006, the giving of a
guarantee which is secured by a lien on a Principal
Property (including shares of capital stock or
indebtedness), other than a Principal Property
located outside of the United States, of a Restricted
Subsidiary, and the creation of a lien on a Principal
Property (including shares of capital stock or
indebtedness) of the Company or any Restricted
Subsidiary to secure indebtedness which existed prior
to the creation of such lien, shall be deemed to
involve the creation of indebtedness in an amount
equal to, without duplication, the principal amount
secured by such lien."
5
<PAGE>
13. In the second line of Section 1007 of the Original Indenture,
the words "after the date of this Original Indenture" are inserted before the
word "enter."
14. Section 1008 of the Original Indenture is deleted and replaced
with the following:
"Section 1008. Exemption from Limitation on Liens and
Sale and Lease-Back Transactions.
Notwithstanding the provisions of Sections 1006, 1007 and
1009, the Company or any Restricted Subsidiary may, without
equally and ratably securing the Outstanding Securities,
create, incur, assume or guarantee indebtedness secured by
liens and enter into Sale and Lease-Back Transactions which
would otherwise be restricted by such provisions, provided
that at the time such indebtedness secured by liens is
created, incurred, assumed or guaranteed or such Sale and
Lease-Back Transaction is entered into (and after giving
effect to the transactions, to the receipt and application of
the net proceeds thereof and the retirement of any
indebtedness which is concurrently being retired out of such
proceeds) the sum of the aggregate indebtedness secured by
such liens plus the Attributable Debt of all Sale and
Lease-Back Transactions then outstanding shall not exceed 10%
of Consolidated Net Tangible Assets, as determined in
accordance with the most recent published consolidated balance
sheet of the Company."
15. The Original Indenture is hereby amended by deleting the term
"James River Corporation of Virginia" and replacing it with the term "Fort James
Corporation" in each place in which such term appears in Exhibits A through G.1
to the Original Indenture. Likewise, the cover page to the Original Indenture
and the reference table listing "Certain Sections of this Indenture relating to
Sections 310 through 318 of the Trust Indenture Act of 1939" are hereby amended
by deleting the term "James River Corporation of Virginia" and
6
<PAGE>
replacing it with the term "Fort James Corporation" in each place in which such
term appears.
ARTICLE TWO
1. All terms used in this Supplemental Indenture which are defined in
the Original Indenture and not otherwise defined herein shall have the meanings
assigned to such terms in the Original Indenture.
2. All of the provisions of this Supplemental Indenture shall be deemed
to be incorporated in, and made a part of, the Original Indenture; and the
Original Indenture, as supplemented by this Supplemental Indenture, shall be
read, taken and construed as one and the same instrument and shall be binding
upon all the Holders of Securities of any series originally issued after the
date hereof.
3. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and same instrument.
4. All covenants and agreements in this Supplemental Indenture by the
Company and the Trustee shall bind their respective successors and assigns,
whether so expressed or not.
5. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
6. Nothing in this Supplemental Indenture, express or implied, shall
give any person, other than the parties hereto and their successors hereunder
and the Holders of Securities of any series originally issued after the date
hereof, any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture. This Supplemental Indenture only applies to series of
Securities originally issued after the date hereof. Except as expressly
supplemented or amended as set forth in this Supplemental Indenture, the
Original Indenture is hereby ratified and confirmed, and all the terms,
provisions and conditions thereof shall be and continue in full force and
effect. The Trustee accepts the
7
<PAGE>
trusts created by the Original Indenture, as amended and supplemented by this
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions in the Original Indenture as amended and supplemented by this
Supplemental Indenture.
7. This Supplemental Indenture shall be construed and governed by and
in accordance with the laws of the State of New York without regard to its
conflict of laws principles.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
FORT JAMES CORPORATION
By: /s/ C. A. CUTCHINS
----------------------------------
Name: C.A. Cutchins
Title: Senior Vice President, General
Counsel, Corporate Secretary
(Seal)
Attest:
/s/ SUSAN O. SELF
- -------------------------------------
Name: Susan O. Self
Title: Assistant Corporate Secretary
THE BANK OF NEW YORK
By: /s/ MARY LA GUMINA
----------------------------------
Name: Mary La Gumina
Title: Assistant Vice President
(Seal)
Attest:
/s/ WALTER N. GITLIN
- ----------------------------------
Name: Walter N. Gitlin
Title: Vice President
<PAGE>
Commonwealth of Virginia :
: ss.
City of Richmond :
On the 19th day of September, 1997, before me personally came Clifford
A. Cutchins, IV to me known, who, being by me duly sworn, did depose and say
that he is a Senior Vice President, General Counsel and Corporate Secretary of
Fort James Corporation, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.
/s/ JAN C. MCGEE
(Notarial Seal) -----------------------------------
Exhibit 5.1
September 24, 1997
Fort James Corporation
120 Tredegar Street
Richmond, Virginia 23219
Fort James Corporation
Registration Statement on
Form S-3 for Debt Securities to
be Registered Pursuant to Rule 462(b)
Gentlemen:
We have acted as counsel to Fort James Corporation, a Virginia
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed with the Securities and
Exchange Commission pursuant to Rule 462(b) for the purpose of registering under
the Securities Act of 1933, as amended (the "Securities Act"), the offering of
up to $120,000,000 aggregate issue price of the Company's debt securities ("Debt
Securities"). We have previously acted as counsel to the Company with respect to
the offering of $600,000,000 aggregate issue price of the Company's debt
securities constituting a part of the same offering and registered on a
Registration Statement on Form S-3 dated May 2, 1994, as amended by
Post-Effective Amendment No. 1 dated July 3, 1997.
The Debt Securities are being issued pursuant to the terms of the
Indenture dated as of November 1, 1991, as amended and supplemented as of
September 19, 1997 (the "Indenture"), between the Company and The Bank of New
York, as Trustee. The Indenture provides for the issuance of debt securities in
series having such terms, conditions and other provisions as may be authorized
and designated in accordance with the procedures set forth in the Indenture.
We have participated in the preparation of the Registration Statement
and have examined the corporate records and documents, statements and
certificates of officers of the Company and such other materials as we have
deemed necessary to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that when (a) the
actions required by the Indenture for the authorization and designation of this
series of Debt Securities and the establishment of the form, terms, conditions
and other provisions of debt have been duly and properly taken, (b) the Debt
Securities have been executed and authenticated in accordance with the
provisions of the Indenture, and (c) the Debt Securities have been issued and
delivered
<PAGE>
Fort James Corporation
September 24, 1997
Page 2
against payment therefor, such Debt Securities will be validly issued and
binding obligations of the Company, subject to (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally and (ii) general principles of equity, whether considered in a
proceeding in equity or at law.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statement made in reference to our firm in the
related Prospectus under the heading "Validity of Debt Securities" and in any
supplemented versions of the Prospectus. We do not admit by giving this consent
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
Very truly yours,
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
Exhibit 8.1
September 24, 1997
Fort James Corporation
120 Tredegar Street
Richmond, Virginia 23219
Gentlemen:
You have requested our opinion with respect to certain federal tax
matters in connection with the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Fort James Corporation, a Virginia
corporation (the "Company"), with the Securities and Exchange Commission
pursuant to Rule 462(b) for the purpose of registering under the Securities Act
of 1933, as amended (the "Securities Act"), the offering of up to $120,000,000
aggregate issue price of the Company's debt securities (the "Debt Securities").
We have previously issued our opinion with respect to the offering of
$600,000,000 aggregate issue price of the Company's debt securities constituting
a part of the same offering and registered on a Registration Statement on Form
S-3 dated May 2, 1994, as amended by Post-Effective Amendment No. 1 dated
July 3, 1997.
We have reviewed the statements incorporated in the Registration
Statement under the heading "United States Taxation" and hereby advise you that
such statements, insofar as they are or refer to statements of United States law
or legal conclusions relating thereto, are accurate in all material aspects.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "United
States Taxation" in the Registration Statement. We do not admit by giving this
consent that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
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-3 (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 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.
We also consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND LLP
Richmond, Virginia
September 24, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 31,
1997, included in Fort James Corporation's current report on Form 8-K
dated August 13, 1997 (filed on August 25, 1997) and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
September 22, 1997
Exhibit 25.1
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
- -------------------------------------------------------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
- -------------------------------------------------------------------------------
FORT JAMES CORPORATION
(Exact name of obligor as specified in its charter)
Commonwealth of Virginia 54-0848173
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices) (Zip code)
----------------------
Debt Securities
(Title of the indenture securities)
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1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 23rd day of September, 1997.
THE BANK OF NEW YORK
By: /s/ VIVIAN GEORGES
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Name: VIVIAN GEORGES
Title: ASSISTANT VICE PRESIDENT
