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, 1997
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:
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
FORT JAMES CORPORATION
1650 Lake Cook Road, Deerfield, Illinois 60015-4753
<PAGE>
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
----------
Pages
-----
Report of independent accountants 3
Financial statements:
Statements of net assets available for benefits,
with fund information as of December 31, 1997
and December 31, 1996 4-5
Statement of changes in net assets available for
benefits, with fund information for the year
ended December 31, 1997 6
Notes to financial statements 7-16
Supplemental schedules:
Assets held for investment purposes as of December 31, 1997 *
Loans or fixed income obligations in default for the year
ended December 31, 1997 *
Leases in default or classified as uncollectible for the
year ended December 31, 1997 *
Nonexempt transactions for the year ended December 31, 1997 *
Reportable transactions for the year ended December 31, 1997 *
Exhibits to Annual Report on Form 11-K 17
Signatures 18
- --------------------------------------------------------------
* Supplemental schedules are not provided for investments held in
a Master Trust.
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Fort James Corporation
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the Fort Howard Corporation Profit Sharing
Retirement Plan (the "Plan") as of December 31, 1997 and 1996, and the related
statement of changes in net assets available for benefits, with fund
information, for the year ended December 31, 1997. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits, with fund
information, of the Plan as of December 31, 1997 and 1996, and the changes in
net assets available for benefits, with fund information, for the year ended
December 31, 1997, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statements of
net assets available for benefits, with fund information, and the statement of
changes in net assets available for benefits, with fund information, is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The fund information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 19, 1998
3
<PAGE>
<TABLE>
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<CAPTION>
<S> <C>
------------------ ------------------- ------------------ ------------------
Conservative BIF Moderate BIF Aggressive BIF STIF
------------------ ------------------- ------------------ ------------------
Assets:
Receivables:
Employer contributions $141,720 $7,229,532 $4,812,636 $393,929
Employee contributions 6,435 317,272 251,904 20,966
------------------ ------------------- ------------------ ------------------
Total receivables 148,155 7,546,804 5,064,540 414,895
Investments, at fair value:
Investment in Master Trust (Note 7) 12,048,762 583,633,379 209,846,337 17,441,215
------------------ ------------------- ------------------ ------------------
Total assets 12,196,917 591,180,183 214,910,877 17,856,110
LIABILITIES:
Administrative expenses payable 352 11,512 4,571 38
------------------ ------------------- ------------------ ------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $12,196,565 $591,168,671 $214,906,306 $17,856,072
================== =================== ================== ==================
<CAPTION>
------------------ -------------------
Stock Fund Total
------------------ -------------------
Assets:
Receivables:
Employer contributions $3,583,531 $16,161,348
Employee contributions 31,190 627,767
------------------ -------------------
Total receivables 3,614,721 16,789,115
Investments, at fair value:
Investment in Master Trust (Note 7) 33,844,813 856,814,506
------------------ -------------------
Total assets 37,459,534 873,603,621
LIABILITIES:
Administrative expenses payable 22 16,495
------------------ -------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $37,459,512 $873,587,126
================== ===================
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<CAPTION>
------------------ ------------------- ------------------ ------------------
Conservative Moderate Aggressive
BIF BIF BIF STIF
------------------ ------------------- ------------------ ------------------
ASSETS:
Receivables:
Employer contributions $136,377 $7,606,629 $4,406,712 $425,928
Employee contributions 1,786 63,814 64,306 3,641
------------------ ------------------- ------------------ ------------------
Total receivables 138,163 7,670,443 4,471,018 429,569
Investments, at fair value:
Investment in Master Trust (Note 7) 8,135,876 542,538,063 159,733,838 17,192,916
------------------ ------------------- ------------------ ------------------
Total assets 8,274,039 550,208,506 164,204,856 17,622,485
LIABILITIES:
Administrative expenses payable 368 27,324 7,926 842
------------------ ------------------- ------------------ ------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
$8,273,671 $550,181,182 $164,196,930 $17,621,643
================== =================== ================== ==================
<CAPTION>
------------------ -------------------
Stock
Fund Total
------------------ -------------------
ASSETS:
Receivables:
Employer contributions $3,424,354 $16,000,000
Employee contributions 7,821 141,368
------------------ -------------------
Total receivables 3,432,175 16,141,368
Investments, at fair value:
Investment in Master Trust (Note 7) 10,389,863 737,990,556
------------------ -------------------
Total assets 13,822,038 754,131,924
LIABILITIES:
Administrative expenses payable 479 36,939
------------------ -------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
$13,821,559 $754,094,985
================== ===================
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<CAPTION>
-------------------- ------------------- --------------------
Conservative Moderate Aggressive
BIF BIF BIF
-------------------- ------------------- --------------------
ADDITIONS:
Contributions:
Employer $141,720 $7,229,532 $4,812,636
Participants 187,073 9,818,507 6,822,394
-------------------- ------------------- --------------------
328,793 17,048,039 11,635,030
Net Income allocation from Master
Trust (Note 7) 1,103,833 80,379,424 27,071,796
-------------------- ------------------- --------------------
Total additions 1,432,626 97,427,463 38,706,826
-------------------- ------------------- --------------------
DEDUCTIONS:
Distributions to participants 154,721 14,325,757 1,365,226
Forfeitures 932 98,657 39,819
Administrative expenses 3,634 125,119 39,813
-------------------- ------------------- --------------------
159,287 14,549,533 1,444,858
INTERFUND TRANSFERS 2,649,555 (41,890,441) 13,447,408
-------------------- ------------------- --------------------
Net additions 3,922,894 40,987,489 50,709,376
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 8,273,671 550,181,182 164,196,930
-------------------- ------------------- --------------------
End of Year $12,196,565 $591,168,671 $214,906,306
==================== =================== ====================
<CAPTION>
------------------- -------------------- -------------------
Stock
STIF Fund Total
------------------- -------------------- -------------------
ADDITIONS:
Contributions:
Employer $393,929 $3,583,531 $16,161,348
Participants 750,364 751,036 18,329,374
------------------- -------------------- -------------------
1,144,293 4,334,567 34,490,722
Net Income allocation from Master
Trust (Note 7) 1,025,879 13,519,122 123,100,054
------------------- -------------------- -------------------
Total additions 2,170,172 17,853,689 157,590,776
------------------- -------------------- -------------------
DEDUCTIONS:
Distributions to participants 21,521,685 353,813 37,721,202
Forfeitures 8,453 32,765 180,626
Administrative expenses payable 6,950 21,291 196,807
------------------- -------------------- -------------------
21,537,088 407,869 38,098,635
INTERFUND TRANSFERS 19,601,345 6,192,133 --
------------------- -------------------- -------------------
Net additions 234,429 23,637,953 119,492,141
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 17,621,643 13,821,559 754,094,985
------------------- -------------------- -------------------
End of Year $17,856,072 $37,459,512 $873,587,126
=================== ==================== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
FORT HOWARD CORPORATION
PROFIT SHARING RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Description of the Plan
(a) General
The following description of the Fort Howard Corporation Profit Sharing
Retirement Plan (the "Plan") amended and restated effective as of
January 1, 1997, provides only general information on the Plan.
Effective August 13, 1997, Fort Howard Corporation ("Fort Howard")
merged with James River Corporation of Virginia to form Fort James
Corporation ("Fort James" or "The Company"). As a result of the merger,
the shares of Fort Howard common stock held in the Fort Howard Common
Stock Fund under the Plan, were automatically converted into shares of
Fort James common stock, the Fort Howard Common Stock Fund was renamed
the Fort James Common Stock Fund and Fort James assumed sponsorship of
the Plan. Subsequent to the merger, all stock contributions are in the
form of shares of common stock of Fort James. Fort Howard was dissolved
effective December 29, 1997.
All domestic employees of the former Fort Howard are eligible to
participate in the Plan after one year of service as defined in the
Plan. The Plan is subject to the Employee Retirement Income Security
Act of 1974 ("ERISA"). A summary plan description is available from the
Company
(b) Contributions
The Plan is funded by employee contributions of deferred wages and
employer contributions. Employee contributions are voluntary, but may
not exceed 10% of the participant's Annual Base Pay, as defined in the
Plan.
The Plan provides for both a discretionary Company contribution and a
Company contribution based on Adjusted Profits, as defined. The Company
contribution based on Adjusted Profits is subject to certain
limitations as defined in the Plan. Company contributions may be made
either in cash or common stock. For 1997, there was no Company
contribution based on Adjusted Profits, but a discretionary Company
contribution of $16,000,000 was made pursuant to the merger agreement.
7
<PAGE>
(c) Participant Accounts
Each participant's account is credited with the participant's
contributions and allocations of Company contributions and forfeitures
by participants.
Company contributions and forfeitures are allocated pro rata based on
the following percentages of total contributions and forfeitures as
defined in the Plan:
o 50% based upon the participant's deferred wage contributions made to
the Plan during the year.
o 25% based upon the participant's Annual Base Pay, as defined, paid
during the year.
o 25% based upon the participant's years of service.
During March 1998, forfeitures of $180,626 for 1997 were allocated to
participants active as of December 31, 1997.
During March 1997, forfeitures of $164,199 for 1996 were allocated to
participants active as of December 31, 1996.
Each participant's account is also credited with its pro rata share of
income, losses and net appreciation (depreciation) in the fair value
of investments.
(d) Vesting
Vesting of Company contributions and earnings thereon is at the rate of
20% per year, after three years of service. Upon death, retirement on
or after age 55, or disability, the entire amount of a participant's
account becomes nonforfeitable. Employee contributions and earnings
thereon are fully vested.
(e) Withdrawals
During a participant's active employment, withdrawals of employee
contributions made prior to January 1, 1984 may be made for the
following reasons: purchase of a principal residence, payment on an
existing mortgage on the principal residence, repairs of the principal
residence, higher education expenses, certain funeral expenses, or
medical expenses. Contributions made on or after January 1, 1984, may
be withdrawn for the following reasons: purchase of a principal
residence, higher education expenses, medical expenses, or to prevent
eviction from principal residence or foreclosure on the mortgage of
such residence.
8
<PAGE>
(f) Distributions
On termination of service due to death, disability, termination of
employment or retirement, distribution of a participant's account can
be made either in a lump sum or in a series of installments, annually
or more frequently, over a period not to exceed a participant's and
spouse's life expectancy. Determination of the method and frequency of
distribution is at the discretion of the participant. Distributions due
to inactive participants total $121,200,210 and $91,502,547 at December
31, 1997 and 1996, respectively.
(g) Investment Options
The Company has appointed Bankers Trust as Trustee of the Plan. It is
the Trustee's responsibility to accept and hold all contributions to
the Plan, invest all Plan assets as instructed by the Company and
provide accounting for all assets, principal and income.
The Trustee currently maintains five investment funds. The objective of
each fund is as follows:
Conservative Balanced Investment Fund (Conservative BIF)
The objective of this fund is the generation of current income from
investment in fixed income securities, and capital growth through
investment in equity securities of companies worldwide. Although this
fund is invested in a mix of stocks, bonds, and cash, the overall mix
is weighted more heavily towards bonds and cash than to stocks. Its mix
consists of 40% stocks and 60% bonds and cash.
Moderate Balanced Investment Fund (Moderate BIF)
The objective of this fund is capital growth through investment in
equity securities of companies worldwide, and the generation of current
income from investment in fixed income securities. Although this fund
is invested in the same categories of investments as the Conservative
BIF, it differs from that fund in the percentage allocated to stocks,
bonds, and cash. This fund is invested 60% in stocks and 40% in bonds
and cash.
Aggressive Balanced Investment Fund (Aggressive BIF)
The objective of this fund is capital growth through investment in
equity securities of companies worldwide. This fund's mix consists of
80% stocks and 20% bonds and cash.
9
<PAGE>
Short-Term Investment Fund (STIF)
The objective of this fund is the preservation of capital and the
generation of a return that is competitive with other funds of its
type. The fund is composed entirely of cash instruments, such as U.S.
Treasury bills, commercial paper, bankers' acceptances, and other money
market instruments.
Fort James Common Stock Fund (Stock Fund)
This fund is invested only in Fort James common stock. The fund will
hold cash from time to time, but only in amounts deemed necessary to
meet the liquidity needs of the fund.
Subject to certain limitations, the Retirement Plans Management
Committee may amend the Plan at any time.
(h) Units and Unit Values
Certain of the investment options are accounted for on a unitized,
daily-valued fund basis. The number of units, calculated by the
trustee, and unit values of net assets as of December 31, 1997, were:
<TABLE>
<CAPTION>
<S> <C>
BT Pyramid Super
Cash Fund Combined Bond Fund Combined Equity Fund
---------------------- --------------------- ----------------------
Units:
Conservative BIF 900,345 5,629,372 3,892,782
Moderate BIF 29,435,980 153,566,131 265,745,026
Aggressive BIF 11,687,521 18,240,529 126,326,736
---------------------- --------------------- ----------------------
Total units 42,023,846 177,436,032 395,964,544
====================== ===================== ======================
Unit Values $192.008 $115.039 $1.330
</TABLE>
(i) Number of Participants
There were 5,987 and 5,824 Participants in the Plan as of December 31,
1997 and 1996, respectively.
10
<PAGE>
The number of Participants investing in each of the Plan's funds was as
follows (Participants may be included in more than one fund, as
applicable):
1997 1996
-------------------------------------
Conservative BIF 233 182
Moderate BIF 4,546 4,659
Aggressive BIF 2,774 2,412
STIF 933 1,008
Common Stock Fund 5,368 1,026
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting, in accordance with generally
accepted accounting principles.
(b) Valuation of Investments
Investments are stated at fair market value as determined by
the Trustee. Market value is based upon the last sales price
reported by the national securities exchange on which the
issue is traded, or if no sale was reported, the latest bid
price is used. Securities which are traded over-the-counter
are valued at the bid price. Short-term money market accounts
are stated at the principal amounts plus accrued interest.
(c) Net Appreciation (Depreciation) in Fair Value of Investments
The Plan presents in the statement of changes in net assets
available for benefits, with fund information, the net
appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those
investments.
(d) Expenses of the Plan
Investment manager fees and broker commissions are paid by the
Master Trust and recorded as a reduction of the net income
allocation from the Master Trust. Administrative expenses,
including administrative service fees, trust fees, legal fees,
accounting fees and other miscellaneous expenses, are paid by
the Plan.
11
<PAGE>
(e) Payments of Benefits
Benefits are recorded when paid.
(f) Use of Estimates
Financial statements prepared in conformity with generally
accepted accounting principles require management to make
estimates and assumptions that affect amounts reported
therein. Actual results could differ from those estimates.
(3) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of termination of the Plan, each participant shall be fully vested in
their participant accounts.
(4) Income Tax Status
The Company has received a determination letter from the Internal
Revenue Service dated August 24, 1995, indicating that the Plan, as
amended through August 24, 1995, meets the requirements for exemption
from Federal income taxes under the Internal Revenue Code. The Plan was
subsequently amended and restated effective as of January 1, 1997. The
Plan administrator and the Plan's tax counsel do not believe this
amendment and restatement will affect the tax-exempt status of the
Plan.
(5) Investment Direction
Except as described below, participants have the right to direct the
investment of their participant accounts into any of the Plan's
available investment options.
Contributions to and investments in the Common Stock Fund are subject
to the following limitations:
1) No more than 50% of the participant's contributions may be
invested in the Common Stock Fund.
12
<PAGE>
2) No more than 50% of Company cash contributions may be
invested in the Common Stock Fund.
3) No more than 10% of a participant's existing account balance
may be invested in the Common Stock Fund.
4) Company stock contributions may not be transferred from the
Common Stock Fund until the participant attains age 50.
The following summarizes nonparticipant-directed balances and activity
as of and for the year ended December 31, 1997:
Net assets available for benefits $ 4,040,528
Net allocation from Master Trust 2,553,020
Employer Contributions 2,364,957
Distributions 29,809
(6) Concentration of Credit Risk
Financial instruments which potentially subject the Plan to
concentrations of credit risk consist of temporary cash investments
held by the Trustee in excess of the Federal Deposit Insurance
Corporation insurance limit and investments in the Corporate BIF,
Moderate BIF, Aggressive BIF, STIF and Common Stock Fund. Credit and
market risk associated with these instruments relates to the
performance of the underlying investments. The Plan has no formal
policy requiring collateral to support the financial instruments
subject to credit risk.
(7) Master Trust Participation
The Harmon Assoc., Corp. Profit Sharing Plan (the "Harmon Plan") assets
are combined with the Fort Howard Corporation Profit Sharing Plan
assets in the Fort Howard Combined Manager Master Trust (the "Master
Trust"). Harmon Assoc., Corp. is a wholly owned subsidiary of Fort
James Corporation.
Investment income, net appreciation (depreciation) in fair value of
investments and other expenses are allocated by the Trustee to the
plans based upon the percentage of Plan assets to total Master Trust
assets.
The Master Trust's investment managers charge the Master Trust a fee
for the services they provide.
13
<PAGE>
<TABLE>
The net assets held in the Master Trust for the Plan as of December 31, 1997, at
fair value are:
<CAPTION>
<S> <C>
------------------ ------------------- ------------------ ------------------
Conservative Moderate Aggressive STIF
BIF BIF BIF
------------------ ------------------- ------------------ ------------------
Investments:
Corporate Stock $ - $ - $ - $ -
Pooled funds
BT Pyramid Super Cash Fund 1,728,734 56,519,407* 22,440,964
BT Pyramid Directed Account Cash 20,305,155
Combined Bond Fund 6,475,973 176,660,941* 20,983,722
Combined Equity Fund 5,178,489 353,515,293* 167,930,205*
------------------ -------------------- ----------------- ------------------
Total Investments 13,383,196 586,695,641 211,354,891 20,305,155
Less: Accrued fees and commissions (8,929) (417,597) (151,735)
------------------- ------------------ ------------------ ------------------
Net assets 13,374,267 586,278,044 211,203,156 20,305,155
Less: Assets held for Harmon Plan (1,325,505) (2,644,665) (1,356,819) (2,863,940)
------------------ ------------------- ------------------ ------------------
$12,048,762 $583,633,379 $209,846,337 $17,441,215
================== =================== ================== ==================
Percentage of plan assets held by:
Fort Howard Profit Sharing Plan 90.1% 99.5% 99.4% 85.9%
Harmon Plan 9.9% 0.5% 0.6% 14.1%
<CAPTION>
------------------ -------------------
Stock Total
Fund
------------------ -------------------
Investments:
Corporate Stock $33,565,064 $ 33,565,064
Pooled funds
BT Pyramid Super Cash Fund 80,689,105
BT Pyramid Directed Account Cash 846,043 21,151,198
Combined Bond Fund 204,120,636
Combined Equity Fund 526,623,987
------------------ -------------------
Total Investments 34,411,107 866,149,990
Less: Accrued fees and commissions (6,667) (584,928)
------------------- -----------------
Net assets 34,404,440 865,565,062
Less: Assets held for Harmon Plan (559,627) (8,750,556)
------------------ -------------------
$33,844,813 $856,814,506
================== ===================
Percentage of plan assets held by:
Fort Howard Profit Sharing Plan 98.4% 99.0%
Harmon Plan 1.6% 1.0%
*Indicates investments that represent 5% or more of net assets held in the
Master Trust
14
<PAGE>
The net assets held in the Master Trust for the Plan as of December 31, 1996, at
fair value are:
<CAPTION>
------------------ ------------------- ------------------ ------------------
Conservative Moderate Aggressive STIF
BIF BIF BIF
------------------ ------------------- ------------------ ------------------
Receivables $ - $ - $ - $ 81,119
Investments:
Corporate Stock
Pooled funds
BT Pyramid Super Cash Fund 2,589,330 42,308,417* 25,297,628
BT Pyramid Directed Account Cash 18,040,169
Combined Bond Fund 3,680,871 164,727,266* 18,192,632
Combined Equity Fund 3,377,711 339,543,654* 117,567,796*
------------------ ------------------- ------------------ ------------------
Total Investments 9,647,912 546,579,337 161,058,056 18,040,169
------------------ ------------------- ------------------ ------------------
Total assets 9,647,912 546,579,337 161,058,056 18,121,288
Less: Accrued fees and commissions (6,249) (547,877) (174,477)
------------------ ------------------- ------------------ ------------------
Net Assets 9,641,663 546,031,460 160,883,579 18,121,288
Less: Assets held for Harmon Plan (1,505,787) (3,493,397) (1,149,741) (928,372)
------------------ ------------------- ------------------ ------------------
$8,135,876 $542,538,063 $159,733,838 $17,192,916
================== =================== ================== ==================
Percentage of plan assets held by:
Fort Howard Profit Sharing Plan 84.4% 99.0% 99.0% 95.0%
Harmon Plan 15.6% 1.0% 1.0% 5.0%
<CAPTION>
------------------ -------------------
Stock Total
Fund
------------------ -------------------
Receivables $ 1,165 $ 82,284
Investments:
Corporate Stock 10,415,949 10,415,949
Pooled funds
BT Pyramid Super Cash Fund 70,195,375
BT Pyramid Directed Account Cash 220,186 18,260,355
Combined Bond Fund 186,600,769
Combined Equity Fund 460,489,161
------------------ -------------------
Total Investments 10,636,135 745,961,609
------------------ -------------------
Total assets 10,637,300 746,043,893
Less: Accrued fees and commissions (3,778) (732,381)
------------------ -------------------
Net Assets 10,633,522 745,311,512
Less: Assets held for Harmon Plan (243,659) (7,320,956)
------------------ -------------------
$10,389,863 $737,990,556
================== ===================
Percentage of plan assets held by:
Fort Howard Profit Sharing Plan 98.0% 99.0%
Harmon Plan 2.0% 1.0%
*Indicates investments that represent 5% or more of net assets held in the
Master Trust
15
<PAGE>
Income and expenses of the Master Trust for the year ended December 31, 1997
were as follows:
<CAPTION>
----------------- ------------------ ------------------ -----------------
Conservative Moderate Aggressive
BIF BIF BIF STIF
----------------- ------------------ ------------------ -----------------
Interest and dividend Income $ 3,414 $ 219,047 $ 61,714 $1,168,793
Net appreciation (depreciation) in
fair value of investments 1,198,438 81,844,864 27,812,357 (690)
Interfund transfers of earnings/income 462 26,962 8,732
Fees and commissions (32,216) (1,370,717) (524,416)
----------------- ------------------ ------------------ -----------------
Net Income 1,170,098 80,720,156 27,358,387 1,168,103
Less: net income allocated to Harmon Plan
(66,265) (340,732) (286,591) (142,224)
----------------- ------------------ ------------------ -----------------
$1,103,833 $80,379,424 $27,071,796 $1,025,879
================= ================== ================== =================
<CAPTION>
------------------ ---------------------
Stock
Fund Total
------------------ ---------------------
Interest and dividend Income $ 291,075 $ 1,744,043
Net appreciation (depreciation) in
fair value of investments 13,510,010 124,364,979
Interfund transfers of earnings/income 36,156
Fees and commissions (2,889) (1,930,238)
------------------ ---------------------
Net Income 13,798,196 124,214,940
Less: net income allocated to Harmon Plan
(279,074) (1,114,886)
------------------ ---------------------
$13,519,122 $123,100,054
================== =====================
</TABLE>
16
<PAGE>
TO ANNUAL REPORT ON FORM 11-K
The exhibits listed below are filed as part of this Annual Report on Form 11-K.
Each exhibit is listed according to the number assigned to it in the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit
Number Description
- ------ -----------
23 Consent of Independent Accountants, filed herewith.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Committee which administers the Plan have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
FORT HOWARD CORPORATION PROFIT
SHARING RETIREMENT PLAN
June 29, 1998 /s/Clifford A. Cutchins, IV
- ------------- ----------------------------------------
Committee Member -Clifford A. Cutchins, IV
June 29, 1998 /s/Daniel J. Girvan
- ------------- ----------------------------------------
Committee Member - Daniel J. Girvan
June 29, 1998 /s/Ernst A. Haberli
- ------------- ----------------------------------------
Committee Member - Ernst A. Haberli
June 29, 1998 /s/R. Michael Lempke
- ------------- ----------------------------------------
Committee Member - R. Michael Lempke
June 29, 1998 /s/William A. Paterson
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Committee Member - William A. Paterson
June 29, 1998 /s/Michael T. Riordan
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Committee Member - Michael T. Riordan
18
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. 333-33435) of our
report dated June 19, 1998, on our audits of the financial statement of the Fort
Howard Corporation Profit Sharing Retirement Plan as of December 31, 1997 and
1996, and for the year ended December 31, 1997, which report is included in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
June 29, 1998
