As filed with the Securities and Exchange Commission on August 12, 1997
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
James River Corporation of Virginia
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0848173
(State or other jurisdiction of Incorporation (I.R.S. Employer
or organization) Identification No.)
120 Tredegar Street, RICHMOND, VIRGINIA 23219
(804) 644-5411
(Address of principal executive office,including zip code and telephone number)
FORT HOWARD CORPORATION
MANAGEMENT EQUITY PARTICIPATION AGREEMENT
FORT HOWARD CORPORATION
MANAGEMENT EQUITY PLAN
FORT HOWARD CORPORATION
1995 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Clifford A. Cutchins, IV, Esquire
Senior Vice President, General Counsel, Corporate Secretary
James River Corporation of Virginia
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
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount Proposed Proposed
to be Registered (1) to be Maximum Maximum Amount of
Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Fee
Price (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stock, $.10 par value 4,256,088 shs. $14.49 $61,670,715 $ 18,688
Rights to purchase 1/1000 of a share of
Series M Cumulative Participating Prefer 4,256,088 shs. N/A N/A $100
Stock $10 par value (3)
=======================================================================================================================
</TABLE>
- ----------
(1) The Aggregate number of shares of Common Stock registered hereunder consists
of (a) shares of Common Stock which have been authorized and reserved for
issuance upon the exercise of stock options which have been granted under the
Fort Howard Corporation Amended and Restated Management Equity Participation
Agreement dated as of August 8, 1988, as amended from time to time (the "MEPA"),
(b) shares of Common Stock which have been authorized and reserved for issuance
upon the exercise of stock options which have been granted under the Fort Howard
Corporation Management Equity Plan, as amended from time to time, (the "MEP"),
and (c) shares of Common Stock which have been authorized and reserved for
issuance upon the exercise of stock option which have been granted under the
Fort Howard Corporation 1995 Stock Incentive Plan (the "1995 Plan"). Pursuant to
Rule 416 promulgated under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares of Common
Stock stated above, such additional shares of Common Stock to be offered or
issued to prevent dilution as a result of future stock dividends or stock
splits.
(2) Pursuant to Rule 457(h) under the Securities Act, offering prices are based
on (a) the option exercise price of $14.36 per share for 813,587 shares; (b) the
option exercise price of $20.18 per share for 1,027,125 shares; (c) $13.43 per
share for 993,996 shares; and (d) the option exercise price of $11.19 per share
for 1,421,380 shares.
(3) 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. The fee paid represents the minimum
statutory fee pursuant to Section 6(b) of the Securities Act of 1933.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by James River Corporation of Virginia
("Company"), with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year
ended December 29, 1996.
(b) the Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 30, 1997 and June 29, 1997.
(c) the Company's current reports on Form 8-K dated May 4,
1997, May 5, 1997, July 2, 1997, July 24, 1997, August 7, 1997 and August 8,
1997.
(d) the description of the Company's common stock ("Common
Stock") included in the Registration Statement on Form 8-A dated January 3,
1980, incorporating by reference the description included under the heading
"Description of Common Stock" in Amendment No. 1 to Registration Statement No.
2-63209, as amended by Amendment No. 4 to Application or Report on Form 8 dated
July 28, 1992.
(e) the description of the Rights to Purchase Series M
Cumulative Participating Preferred Stock (the "Rights") included in the
Registration Statement on Form 8-A dated March 3, 1989, as amended by Amendment
No. 1 to Application or Report on Form 8 dated July 28, 1992; and
(f) Joint Proxy Statement - Prospectus of the Company and Fort
Howard Corporation dated June 26, 1997.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date of the Prospectus and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
3
<PAGE>
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VI of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of any director or officer
of the Company who is, was, or is threatened to be made a party to any
proceeding by reason of the fact that he or she is or was a director or officer
of the Company or is or was serving the Company or any other legal entity in any
capacity at the request of the Company while a director or officer of the
Company against all liabilities and expenses incurred in the proceeding, except
such liabilities and expenses as are incurred because of such director's or
officer's willful misconduct or knowing violation of the criminal law.
The Company's Amended and Restated Articles of Incorporation also
provide that in every instance permitted under Virginia corporate law in effect
from time to time, the liability of a director or officer of the Company to the
Company or its shareholders shall not exceed one dollar.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
4
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offer.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 13(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that the payment by the
registrant of expenses incurred or paid by a
5
<PAGE>
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
6
<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 11th day
of August, 1997.
JAMES RIVER CORPORATION OF VIRGINIA
By /s/ T. Norman Bush
--------------------------
T. Norman Bush
Vice President, Tax Counsel
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 8/8/97
- --------------------------- Executive Officer and Director
Miles L. Marsh
5
<PAGE>
/s/ William A. Paterson Senior Vice President and 8/12/97
- --------------------------- Controller (Principal Financial
William A. Paterson and Accounting Officer)
/s/ Barbara L. Bowles Director 8/9/97
- ---------------------------
Barbara L. Bowles
/s/ William T. Burgin Director 8/9/97
- ---------------------------
William T. Burgin
/s/ Worley H. Clark, Jr. Director 8/9/97
- ---------------------------
Worley H. Clark, Jr.
/s/ William T. Comfort, Jr. Director 8/11/97
- ---------------------------
William T. Comfort, Jr.
/s/ Gary P. Coughlan Director 8/11/97
- ---------------------------
Gary P. Coughlan
/s/ William V. Daniel Director 8/11/97
- ---------------------------
William V. Daniel
/s/ Bruce C. Gottwald Director 8/11/97
- ---------------------------
Bruce C. Gottwald
/s/ Robert M. O'Neil Director 8/11/97
- ---------------------------
Robert M. O'Neil
/s/ Richard L. Sharp Director 8/11/97
- ---------------------------
Richard L. Sharp
/s/ Anne Marie Whittemore Director 8/8/97
- ---------------------------
Anne Marie Whittemore
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ------------ ---------
<S> <C>
4.1 -- James River Corporation of Virginia Amended and Restated
Articles of Incorporation, as amended effective January 4, 1990
(incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 26,
1993).
4.2 -- James River Corporation of Virginia Articles of Amendment to the
Amended and Restated Articles of Incorporation Designating the
Series O 8-1/2% Cumulative Preferred Stock ($10.00 par value),
effective October 1, 1992 (incorporated by reference to Exhibit
3(b) to the Company's Annual Report on Form 10-K for the year
ended December 26, 1993).
4.3 -- Articles of Amendment to the Amended and Restated Articles of
Incorporation of James River Corporation of Virginia Designating
the Series P 9% Cumulative Convertible Preferred Stock ($10.00
par value) (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated June 20, 1994).
4.4 -- Form of amendment to Registrant's Restated Bylaws (incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-4 (No. 333-30119)).
4.5 -- Amended and Restated Bylaws of James River Corporation of
Virginia, amended as of February 20, 1997 (incorporated by
reference to Exhibit 3(d) to the Company's Amended Report on
Form 10-K for the year ended December 29, 1996).
4.6 -- Form of Amendment to Registrant's Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 (No. 333-30119)).
4.7 -- 1995 Stock Incentive Plan (Incorporated by reference to Exhibit
No. 10.15 as filed with the Fort Howard Corporation's Amendment
No. 1 to Form S-1 dated February 8, 1995, No. 33-56573).
9
<PAGE>
4.8 -- Amendment No. 1 to 1995 Stock Incentive Plan (Incorporated by
reference to Exhibit 4.4 as filed with the Fort Howard
Corporation's Form S-8 dated February 3, 1997).
4.9 -- Amended and Restated Management Equity Participation
Agreement dated as of August 8, 1988. (Incorporated by reference
to Exhibit No. 10.9 as filed with the Fort Howard Corporation
Amendment No. 2 to Form S-1 dated October 25, 1988, No.
33-23826).
4.9(a) -- Letter Agreement dated June 27, 1990, which modifies Amended
and Restated Management Equity Participation Agreement.
(Incorporated by reference to Exhibit 10.V as filed with the Fort
Howard Corporation Form 10-K for the year ended December 31,
1990, File No. 1-6901.)
4.9(b) -- Letter Agreement dated July 31, 1990, among Fort Howard
Corporation and the Principal Management Investors which
amends Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.W as filed
with the Fort Howard Corporation Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.9(c) -- Letter Agreement dated July 31, 1990, between Fort Howard
Corporation and the Management Investor Committee which
amends Amended and Restated Management Equity Participation
Agreement. (Incorporated by reference to Exhibit 10.X as filed
with the Fort Howard Corporation Form 10-K for the year ended
December 31, 1990, File No. 1-6901.)
4.9(d) -- Letter Agreement dated February 7, 1991, between Fort Howard
Corporation and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to Exhibit
10.GG as filed with the Fort Howard Corporation Form 10-K for
the year ended December 31, 1990, File No. 1-6901.)
4.9(e) -- Form of Letter Agreement dated February 7, 1991, among Fort
Howard Corporation, the Management Investors Committee and
Management Investors which cancels certain stock options, grants
new stock options and amends the Amended and Restated
Management Equity Participation Agreement. (Incorporated by
reference to Exhibit 10.HH as filed with the Fort Howard
Corporation Form 10-K for the year ended December 31, 1990,
File No. 1-6901.)
10
<PAGE>
4.9(f) -- Letter Agreement dated December 28, 1993, between Fort
Howard Corporation and the Management Investors Committee
which amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to
Exhibit 4.3 (f) as filed with the Fort Howard Corporation
Form S-8 dated September 29, 1995.)
4.9(g) -- Letter Agreement dated March 1, 1995, between Fort Howard
Corporation and the Management Investors Committee which
amends the Amended and Restated Management Equity
Participation Agreement. (Incorporated by reference to Exhibit
10.8(F) as filed with the Fort Howard Corporation Form 10-K for
the year ended December 31, 1994, File No. 20473.)
4.10 -- Management Equity Plan. (Incorporated by reference to Exhibit
10.H as filed with the Fort Howard Corporation Form 10-K for the
year ended December 31, 1991, File No. 1-6901.)
4.10(a) -- Amendment dated December 28, 1993 to Management Equity
Plan. (Incorporated by reference to Exhibit 10.9(A) as filed with
the Fort Howard Corporation Form 10-K for the year ended
December 31, 1993, File No. 1-6901.)
4.10(b) -- Amendment dated March 1, 1995 to the Management Equity Plan.
(Incorporated by reference to Exhibit 10.9(B) as filed with the Fort
Howard Corporation Form 10-K for the year ended December 31,
1994, File No. 1-6901.)
4.11 -- Form of Management Equity Plan Agreement. (Incorporated by
reference to Exhibit 10.I as filed with the Fort Howard Corporation
Form 10-K for the year ended December 31, 1991, File No.
1-6901.)
4.12 -- Agreement dated as of July 31, 1990, between Fort Howard
Corporation and its former Chief Executive Officer. (Incorporated
by reference to Exhibit 10.Y as filed with the Fort Howard
Corporation Form 10-K for the year ended December 31, 1990,
File No. 1-6901.)
4.12(a) -- Modification to Agreement dated December 11, 1990, to
Agreement dated as of July 31, 1990, between Fort Howard
Corporation and its former Chief Executive Officer. (Incorporated
by reference to Exhibit 10.Z as filed with the Fort Howard
Corporation Form 10-K for the year ended December 31, 1990,
File No. 1-6901.)
11
<PAGE>
4.12(b) -- Letter Agreement dated February 7, 1991, between Fort Howard
Corporation and its former Chief Executive Officer which cancels
stock options, grants new stock options and amends the Agreement
dated as of July 31, 1990 among Fort Howard Corporation and its
former Chief Executive Officer. (Incorporated by reference to
Exhibit 10.II as filed with the Fort Howard Corporation Form 10-K
for the year ended December 31, 1990, File No. 1-6901.)
4.12(c) -- Letter Agreement dated March 9, 1995, among Fort Howard
Corporation, its former Chief Executive Officer, his spouse and
certain trustees, as permitted transferees. (Incorporated by
reference to Exhibit 10.11(C) as filed with the Fort Howard
Corporation Form 10-K for the year ended December 31, 1994,
File No. 20473.)
*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).
</TABLE>
* Filed with this form.
12
Exhibit 5.1
August 12, 1997
Board of Directors
James River Corporation of Virginia
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 4,256,088 shares of Common
Stock, $.10 par value ("Common Stock") of James River Corporation of Virginia
(the "Company") to be issued pursuant to the Fort Howard Corporation Amended and
Restated Management Equity Participation Agreement dated as of August 8, 1988,
the Fort Howard Corporation Management Equity Plan, and the Fort Howard
Corporation 1995 Stock Incentive Plan (collectively, the "Plans"), accompanied
by an equivalent number of rights to purchase 1/1000 of a share of Series M
Cumulative Preferred Stock, $10 par value ("Rights").
We are familiar with the Registration Statement and have examined such
corporate documents and records, including the Plans, 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
4,256,088 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.
<PAGE>
August 12, 1997
Page 2
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, effective 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 and to the reference to us under the caption "Legal
Opinions" in 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 Howard Corporation Management Equity
Participation Agreement, the Fort Howard Corporation Management Equity Plan and
the Fort Howard Corporation 1995 Stock Incentive Plan, 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 ("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.
/s/ COOPERS & LYBRAND L.L.P.
Richmond, Virginia
August 12, 1997
