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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORT JAMES CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
COMMONWEALTH OF VIRGINIA 54-0848173
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
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75 TRI-STATE INTERNATIONAL OFFICE CENTER
SUITES 100 AND 175
LINCOLNSHIRE, ILLINOIS 60069
(847) 317-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CLIFFORD A. CUTCHINS, IV, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FORT JAMES CORPORATION
75 TRI-STATE INTERNATIONAL OFFICE CENTER
SUITES 100 AND 175
LINCOLNSHIRE, ILLINOIS 60069
(847) 317-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
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<S> <C> <C>
MARSHALL H. EARL, JR., ESQ. PATRICIA A. VLAHAKIS, ESQ. FAITH D. GROSSNICKLE, ESQ.
MCGUIRE, WOODS, BATTLE & WACHTELL, LIPTON, ROSEN & KATZ SHEARMAN & STERLING
BOOTHE LLP 51 WEST 52ND STREET 599 LEXINGTON AVENUE
ONE JAMES CENTER NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022
901 EAST CARY STREET (212) 403-1206 (212) 848-4000
RICHMOND, VIRGINIA 23219
(804) 775-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this 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: [ ]
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] 333-45519
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: [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED(1) REGISTERED(2) PER SHARE(2) ING PRICE(2)
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Common Stock,
$.10 par value............ 2,166,237 $43 3/16 $93,554,361
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TITLE OF EACH CLASS OF
SECURITIES TO AMOUNT OF
BE REGISTERED(1) REGISTRATION FEE(2)
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Common Stock,
$.10 par value............ $27,599
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(1) Includes one attached preferred share purchase right per share of Common
Stock. Prior to the occurrence of certain events, the preferred share
purchase rights will not be exercisable and will not be evidenced separately
from the Common Stock.
(2) Based on the offering price.
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EXPLANATORY NOTE
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, a legal opinion and related consent and accountants' consents.
Pursuant to Rule 462 (b), the contents of the Registration Statement on Form S-3
(File No. 333-45519) of Fort James Corporation, including the exhibits thereto,
are incorporated by reference into this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Fort James Corporation 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, Commonwealth of Virginia, as of
February 12, 1998.
FORT JAMES CORPORATION
By: /s/ MILES L. MARSH
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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 Ernst A. Haberli, 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 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, 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 of 1933, this
Registration Statement has been signed by the following persons as of February
12, 1998, in the capacities indicated.
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SIGNATURE TITLE
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/s/ MILES L. MARSH Chairman of the Board, Chief Executive Officer and Director
- ------------------------------------------------------ (Principal Executive Officer)
MILES L. MARSH
/s/ MICHAEL T. RIORDAN President and Chief Operating Officer and Director
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MICHAEL T. RIORDAN
/s/ ERNST A. HABERLI Executive Vice President and Chief Financial Officer (Principal
- ------------------------------------------------------ Financial and Accounting Officer)
ERNST A. HABERLI
/s/ Director
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BARBARA L. BOWLES
/s/ WILLIAM T. BURGIN Director
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WILLIAM T. BURGIN
/s/ JAMES L. BURKE Director
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DR. JAMES L. BURKE
/s/ WORLEY H. CLARK, JR. Director
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WORLEY H. CLARK, JR.
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II-1
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/s/ WILLIAM T. COMFORT, JR. Director
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WILLIAM T. COMFORT, JR.
/s/ GARY P. COUGHLAN Director
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GARY P. COUGHLAN
/s/ WILLIAM V. DANIEL Director
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WILLIAM V. DANIEL
/s/ Director
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BRUCE C. GOTTWALD
/s/ Director
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ROBERT H. NIEHAUS
/s/ ROBERT M. O'NEIL Director
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ROBERT M. O'NEIL
/s/ RICHARD L. SHARP Director
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RICHARD L. SHARP
/s/ Director
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FRANK V. SICA
/s/ Director
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ANNE MARIE WHITTEMORE
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II-2
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
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*1 Form of Underwriting Agreement.
4.1 Articles of Incorporation of the Company, as amended. (Incorporated by reference to Exhibits 3(a) through 3(d)
to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 28, 1997.)
4.2 By-laws of the Registrant, as amended. (Incorporated by reference to Exhibit 3(e) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 28, 1997.)
4.3 Amended and Restated Rights Agreement. (Incorporated by reference to Exhibits 2 and 3, respectively, to the
Registrant's filing of Amendment 1 dated July 28, 1992, to its Registration Statement on Form 8-A dated March
3, 1989.)
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP. (Included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen LLP.
24.1 Power of Attorney. (Included on signature page.)
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-3, as amended (333-45519).
II-3
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[Letterhead of McGuire, Woods, Battle & Boothe LLP]
EXHIBIT 5.1
February 12, 1998
Fort James Corporation
120 Tredegar Street
Richmond, Virginia 23219
Fort James Corporation
Gentlemen:
We are acting as counsel to Fort James Corporation, a Virginia corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") you intend to file with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended (the "Securities Act"), up to 2,166,237 shares of common stock, par
value $.10 per share of the Company (the "Shares") which certain selling
shareholders propose to offer for sale as described in the Registration
Statement.
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 material as we have deemed necessary
to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized and are validly issued, fully paid and non-assessable.
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 "Legal Matters" 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,
/s/ McGuire, Woods, Battle & Boothe LLP
Exhibit 23.2
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. These financial statements
did not extend through the date of consummation and were prepared prior to the
issuance of financial statements of Fort James covering the date of consummation
of the business combination. However, 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.
We also consent to the incorporation by reference in the Registration Statement
of our report dated August 13, 1997, on our audits of the consolidated financial
statements of 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 dated August 13, 1997
(filed on February 3, 1998).
We also consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Richmond, Virginia
February 12, 1998
Exhibit 23.3
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.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Milwaukee, Wisconsin,
February 12, 1998.
