SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Fort James Corp · 11-K · For 12/31/98

Filed On 6/29/99   ·   SEC File 1-07911   ·   Accession Number 53117-99-8

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
  As Of               Filer                 Filing     On/For/As Docs:Pgs

 6/29/99  Fort James Corp                   11-K       12/31/98    3:83

Annual Report of an Employee Stock Purchase, Savings or Similar Plan   ·   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        James River Stockplus                                 17±   106K 
 2: EX-4        Amended and Restated 401(K) Plan                      65±   269K 
 3: EX-23       Consent of Independent Accountants                     1      5K

11-K   ·   James River Stockplus

Sponsored Ads...







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, 1998

 Commission file number 1-7911

A. Full title of the plan and the address of the plan,
 if different from that of the issuer named below:

JAMES RIVER CORPORATION OF VIRGINA
 STOCKPLUS INVESTMENT 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

 JAMES RIVER CORPORATION OF VIRGINIA
 STOCKPLUS INVESTMENT PLAN
 INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
__________
                                                                          Page
                                                                          ----

Report of independent accountants                                              3

Financial statements:                                                           
Statements of net assets  available for benefits,  with fund          
          information as of December 31, 1998 and December 31, 1997            4

Statement  of changes  in net  assets  available  for  benefits,      
          with fund information for the year ended December 31, 1998           6

     Notes to financial statements                                             7

Supplemental schedules:                                                         

         Assets held for investment purposes as of December 31, 1998          14

Loans or fixed income obligations in default for the year     
          ended December 31, 1998                                              *

Leases in default or classified as uncollectible for the      
           year ended December 31, 1998                                        *

         Nonexempt transactions for the year ended December 31, 1998           *

         Reportable transactions for the year ended December 31, 1998         15

Exhibits to Annual Report on Form 11-K                                        16

Signatures                                                                    17

__________                                                                      

 *  There were no such transactions during the period specified.

REPORT OF INDEPENDENT ACCOUNTANTS   

To the Participants and Administrator                                           
of the James River  Corporation of                                              
Virginia  StockPlus  Investment Plan:                                           

     In our opinion,  the  accompanying  statements of net assets  available for
benefits  and the  related   statement  of changes in net assets  available  for
benefits, present fairly, in all material respects, the net assets available for
benefits of the James River  Corporation of Virginia  StockPlus  Investment Plan
(the  "Plan") as of December  31,  1998 and 1997,  and the changes in net assets
available for benefits for the year ended  December 31, 1998 in conformity  with
generally accepted  accounting  principles.  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 of these  statements  in  accordance  with  generally  accepted  auditing
standards which 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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.              

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic  financial  statements  taken as a whole.  The  supplemental  schedules of
assets held for  investment  purposes as of December  31, 1998,  and  reportable
transactions for the year ended December 31, 1998, are presented for the purpose
of  additional  analysis  and are not a  required  part of the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974. The fund  information in the statements
of net assets  available for benefits and the statement of changes in net assets
available for benefits 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.  These  supplemental  schedules  and fund
information are the responsibility of the Plan's management.  These supplemental
schedules and fund  information  have 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.                                                    

/s/ PRICEWATERHOUSECOOPERS LLP                                                  

Richmond, Virginia                                                              
May 21, 1999                                                                    

                                                        · Enlarge/Download Table
                                                                                                                                    

         JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                              
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                         
                                December 31, 1998                                                                                   

                                               Fort James          Crown          Fidelity          IDS New          Masterworks    
                                                  Stock           Vantage         Balanced         Dimensions          S&P 500      
                                                  Fund          Stock Fund          Fund              Fund            Stock Fund    
------------------------------------------------------------------------------------------------------------------------------------
Cash equivalents                            $    6,853,702    $ 1,474,725       $        -        $          -      $         -     

 Investments, at fair value:                                                                                                        
    Fort James Common Stock                                                                                                         
        (historical cost: $202,243,813)        341,346,840*           -                  -                   -                -     
    Mutual funds                                                                                                                    
        (historical cost: $142,754,605)                -              -           23,160,227          50,954,300*      46,387,499*  
    Loans receivable from participants                 -              -                  -                -                   -     
------------------------------------------------------------------------------------------------------------------------------------
        Total investments                      341,346,840            -           23,160,227          50,954,300       46,387,499   
------------------------------------------------------------------------------------------------------------------------------------

 Receivables:                                                                                                                       
    Accrued dividends                                  -               -             236,549           2,910,899        2,050,621   
    Accrued interest                                 9,266           5,821               -                   -                -     
------------------------------------------------------------------------------------------------------------------------------------

      Total receivables                              9,266           5,821           236,549           2,910,899        2,050,621   
------------------------------------------------------------------------------------------------------------------------------------
        Total assets                           348,209,808       1,480,546        23,396,776          53,865,199       48,438,120   
------------------------------------------------------------------------------------------------------------------------------------

 Liabilities:                                                                                                                       
   Due to broker for securities purchased              -               -             236,549           2,910,899        2,050,621   
------------------------------------------------------------------------------------------------------------------------------------
    Total liabilities                                  -               -             236,549           2,910,899        2,050,621   
------------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits            $ 348,209,808     $ 1,480,546      $ 23,160,227         $ 50,954,300     $46,387,499   
====================================================================================================================================

*Indicates investments which represent 5% of more of net assets available for benefits                                              

         JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                              
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                         
                                December 31, 1998                                                                                   

                                                JPM Pierpont       JPM Pierpont          Loans                                      
                                                    Bond           Money Market            to                                       
                                                    Fund               Fund           Participants           Total                  
-----------------------------------------------------------------------------------------------------------------------------       
Assets:                                                                                                                             
Cash equivalents                                 $        -        $         -        $          -       $    8,328,427             

 Investments, at fair value:                                                                                                        
    Fort James Common Stock                                                                                                         
        (historical cost: $202,243,813)                   -                  -                   -          341,346,840             
    Mutual funds                                                                                                                    
        (historical cost: $142,754,605)            11,999,326         34,365,032*                -          166,866,384             
    Loans receivable from participants                    -                  -            18,070,818         18,070,818             
------------------------------------------------------------------------------------------------------------------------------      
        Total investments                          11,999,326         34,365,032          18,070,818        526,284,042             
------------------------------------------------------------------------------------------------------------------------------      

 Receivables:                                                                                                                       
    Accrued dividends                                 209,646            138,095                 -            5,545,810             
    Accrued interest                                      -                  -                   -               15,087             
------------------------------------------------------------------------------------------------------------------------------      
      Total receivables                               209,646            138,095                 -            5,560,897             
------------------------------------------------------------------------------------------------------------------------------      
        Total assets                               12,208,972         34,503,127          18,070,818        540,173,366             
------------------------------------------------------------------------------------------------------------------------------      

 Liabilities:                                                                                                                       
   Due to broker for securities purchased             209,646            138,095                 -            5,545,810             
------------------------------------------------------------------------------------------------------------------------------      
    Total liabilities                                 209,646            138,095                 -            5,545,810             
------------------------------------------------------------------------------------------------------------------------------      
Net assets available for benefits                 $11,999,326        $34,365,032        $ 18,070,818      $ 534,627,556             
==============================================================================================================================      

*Indicates investments which represent 5% of more of net assets available for benefits                                              

   The accompanying notes are an integral part of these financial statements.                                                       

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                         
                                December 31, 1997                                                                                   

                                                  Fort James          Crown       Fidelity          IDS New    Masterworks          
                                                     Stock           Vantage      Balanced         Dimensions    S&P 500            
                                                     Fund          Stock Fund       Fund              Fund      Stock Fund          
----------------------------------------------------------------------------------------------------------------------------------- 
Assets:                                                                                                                             
Cash equivalents                                $   5,875,914     $   55,791    $        -     $     24,748        $ -              

 Investments, at fair value:                                                                                                        
    Fort James Common Stock                                                                                                         
        (historical cost:$199,149)                337,523,546*           -               -              -            -              
    Crown Vantage Common Stock                                                                                                      
        (historical cost: $7,922,998)                     -        4,163,964             -              -            -              
    Mutual funds                                                                                                                    
        (historical cost: $114,245,698)                   -              -        16,610,190     41,810,403*  32,456,434*           
    Loans receivable from participants                    -              -               -              -            -              
----------------------------------------------------------------------------------------------------------------------------------- 
        Total investments                         337,523,546      4,163,964      16,610,190     41,810,403   32,456,434            
----------------------------------------------------------------------------------------------------------------------------------- 

 Receivables:                                                                                                                       
    Employer's contributions                          204,843            -                -             -            -              
    Accrued dividends                                     -              -           833,045      3,086,105      815,669            
    Accrued interest                                   14,933            285              -             -            -              
----------------------------------------------------------------------------------------------------------------------------------- 

        Total receivables                             219,776            285         833,045      3,086,105      815,669            
----------------------------------------------------------------------------------------------------------------------------------- 
           Total assets                           343,619,236      4,220,040      17,443,235     44,921,256   33,272,103            
----------------------------------------------------------------------------------------------------------------------------------- 

 Liabilities:                                                                                                                       
   Fund transfers in transit                          (53,028)           151         (34,311)      (314,787)      (9,961)           
   Due to broker for securities purchased           2,599,974            -           867,355      3,379,988      801,508            
   Other                                                  -              -           103,154            -         27,454            
----------------------------------------------------------------------------------------------------------------------------------- 
          Total liabilities                         2,546,946            151         936,198      3,065,201      819,001            
----------------------------------------------------------------------------------------------------------------------------------- 
Net assets available for benefits               $ 341,072,290    $ 4,219,889    $ 16,507,037   $ 41,856,055  $32,453,102            
====================================================================================================================================

*Indicates investments which represent 5% of more of net assets available for benefits                                              

           The accompanying notes are an integral part of these financial statements.                                               

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                         
                                December 31, 1997                                                                                   

                                                  JPM Pierpont           JPM Pierpont             Loans                             
                                                      Bond               Money Market               to                              
                                                      Fund                   Fund              Participants        Total            
------------------------------------------------------------------------------------------------------------------------------------
Assets:                                                                                                                             
Cash equivalents                                       $ -                     $  -               $ -               $ 5,956,453     

 Investments, at fair value:                                                                                                        
    Fort James Common Stock                                                                                                         
        (historical cost: $199,149,449)                  -                        -                 -               337,523,546     
    Crown Vantage Common Stock                                                                                                      
        (historical cost: $7,922,998)                    -                        -                 -                 4,163,964     
    Mutual funds                                                                                                                    
        (historical cost: $114,245,698)            6,842,090               28,658,354*              -               126,377,471     
    Loans receivable from participants                   -                        -          17,884,235              17,884,235     

------------------------------------------------------------------------------------------------------------------------------------
        Total investments                          6,842,090               28,658,354        17,884,235             485,949,216     
------------------------------------------------------------------------------------------------------------------------------------

 Receivables:                                                                                                                       
    Employer's contributions                             -                        -                 -                   204,843     
    Accrued dividends                                377,909                  212,012               -                 5,324,740     
    Accrued interest                                     -                        -                 -                    15,218     
------------------------------------------------------------------------------------------------------------------------------------
        Total receivables                            377,909                  212,012               -                5,544,801      
------------------------------------------------------------------------------------------------------------------------------------
           Total assets                            7,219,999               28,870,366        17,884,235            497,450,470      
------------------------------------------------------------------------------------------------------------------------------------

 Liabilities:                                                                                                                       
   Fund transfers in transit                         333,556                   78,380               -                      -        
   Due to broker for securities purchased             44,354                  133,633               -                7,826,812      
   Other                                              15,805                  188,794               -                  335,207      
------------------------------------------------------------------------------------------------------------------------------------
          Total liabilities                          393,715                  400,807               -                8,162,019      
------------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits                $ 6,826,284              $28,469,559      $ 17,884,235          $ 489,288,451      
====================================================================================================================================

*Indicates investments which represent 5% of more of net assets available for benefits                                              

        The accompanying notes are an integral part of these financial statements.                                                  

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                   
                               December 31, 1998                                                                                    

                                                       Fort James      Crown            Fidelity        IDS New       Masterworks   
                                                          Stock        Vantage          Balanced       Dimensions       S&P 500     
                                                          Fund       Stock Fund           Fund            Fund         Stock Fund   
------------------------------------------------------------------------------------------------------------------------------------
Additions to net assets attributable to:                                                                                            
   Investment income:                                                                                                               
      Cash dividends                               $ 5,540,275         $ -              $ 2,141,075    $ 2,979,158   $ 2,586,752    
      Interest                                         134,888           696                  1,628          2,286         2,345    
      Net appreciation (depreciation) in fair                                                                                       
       value of investments                         23,046,844    (2,089,947)             1,478,100      8,739,393     7,337,369    
------------------------------------------------------------------------------------------------------------------------------------
      Total investment income                       28,722,007    (2,089,251)             3,620,803     11,720,837     9,926,466    
------------------------------------------------------------------------------------------------------------------------------------
   Contributions:                                                                                                                   
     Participants'                                  14,446,545           -                1,826,625      5,730,931     4,726,464    
     Employer's                                     14,731,091           -                   98,113        151,715       144,062    
     Rollover contributions                            304,444           -                  143,897        142,043       212,733    
------------------------------------------------------------------------------------------------------------------------------------
      Total contributions                           29,482,080           -                2,068,635      6,024,689     5,083,259    
------------------------------------------------------------------------------------------------------------------------------------
        Total additions (deductions)                58,204,087    (2,089,251)             5,689,438     17,745,526    15,009,725    
------------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributable to:                                                                                         
   Distributions to participants                   (29,949,580)     (335,560)            (2,244,473)    (5,433,942)   (4,759,265)   
   Administrative costs                                (37,694)        1,392                 (3,140)        (3,275)       (4,003)   
------------------------------------------------------------------------------------------------------------------------------------
        Total deductions                           (29,987,274)     (334,168)            (2,247,613)    (5,437,217)   (4,763,268)   
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior                                                                                                       
   to interfund transfers                           28,216,813    (2,423,419)             3,441,825     12,308,309     10,246,457   
------------------------------------------------------------------------------------------------------------------------------------
Interfund transfers:                                                                                                                
    Transfers between investment funds             (21,831,854)     (283,000)             3,246,140     (3,419,576)     3,717,247   
    Loans to participants                           (5,447,866)      (32,924)              (363,372)    (1,042,788)    (1,028,460)  
    Loan repayments                                  6,200,425           -                  328,597      1,252,300        999,153   
------------------------------------------------------------------------------------------------------------------------------------
        Total interfund transfers                  (21,079,295)     (315,924)             3,211,365     (3,210,064)     3,687,940   
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets                                                                                               
   available for benefits                            7,137,518    (2,739,343)             6,653,190       9,098,245    13,934,397   

Net assets available for benefits:                                                                                                  
   Beginning of year                               341,072,290     4,219,889             16,507,037      41,856,055    32,453,102   
------------------------------------------------------------------------------------------------------------------------------------
   End of year                                   $ 348,209,808   $ 1,480,546           $ 23,160,227    $ 50,954,300  $ 46,387,499   
====================================================================================================================================

           The accompanying notes are an integral part of these financial statements.                                               

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION                                                   
                               December 31, 1998                                                                                    

                                                  JPM Pierpont        JPM Pierpont                  Loans                           
                                                      Bond            Money Market                   to                             
                                                      Fund                Fund                  Participants          Total         
------------------------------------------------------------------------------------------------------------------------------------
Additions to net assets attributable to:                                                                                            
   Investment income:                                                                                                               
      Cash dividends                              $ 677,283          $      -                  $      -         $   13,924,543      
      Interest                                          973           1,693,002                 1,700,458            3,536,276      
      Net appreciation (depreciation) in fair                                                                                       
       value of investments                         (37,667)               (151)                      -             38,473,941      
------------------------------------------------------------------------------------------------------------------------------------
      Total investment income                       640,589           1,692,851                 1,700,458           55,934,760      
------------------------------------------------------------------------------------------------------------------------------------
   Contributions:                                                                                                                   
     Participants'                                  583,591             676,276                       -             27,990,432      
     Employer's                                      41,107              50,331                       -             15,216,419      
     Rollover contributions                          15,508             112,097                       -                930,722      
------------------------------------------------------------------------------------------------------------------------------------
      Total contributions                           640,206             838,704                       -             44,137,573      
------------------------------------------------------------------------------------------------------------------------------------
        Total additions (deductions)              1,280,795           2,531,555                 1,700,458          100,072,333      
------------------------------------------------------------------------------------------------------------------------------------
Deductions from net assets attributable to:                                                                                         
   Distributions to participants                 (1,356,586)         (9,752,195)                 (852,375)         (54,683,976)     
   Administrative costs                                 (25)             (2,507)                      -                (49,252)     
------------------------------------------------------------------------------------------------------------------------------------
        Total deductions                         (1,356,611)         (9,754,702)                 (852,375)         (54,733,228)     
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior                                                                                                       
   to interfund transfers                           (75,816)         (7,223,147)                  848,083           45,339,105      
------------------------------------------------------------------------------------------------------------------------------------
Interfund transfers:                                                                                                                
    Transfers between investment funds            5,284,114          13,286,929                       -                    -        
    Loans to participants                          (170,693)           (285,830)                8,371,933                  -        
    Loan repayments                                 135,437             117,521                (9,033,433)                 -        
------------------------------------------------------------------------------------------------------------------------------------
        Total interfund transfers                 5,248,858          13,118,620                  (661,500)                 -        
------------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets                                                                                               
   available for benefits                         5,173,042           5,895,473                   186,583           45,339,105      

Net assets available for benefits:                                                                                                  
   Beginning of year                              6,826,284          28,469,559                17,884,235          489,288,451      
----------------------------------------------------------------------------------------------------------------------------------- 
   End of year                                 $ 11,999,326        $ 34,365,032              $ 18,070,818        $ 534,627,556      
====================================================================================================================================

      The accompanying notes are an integral part of these financial statements.                                                    

                      JAMES RIVER CORPORATION OF VIRGINIA                                                                           
                            STOCKPLUS INVESTMENT PLAN                                                                               

                          NOTES TO FINANCIAL STATEMENTS                                                                             

     1.   Description of the Plan: The following  description of the James River                                                    
          Corporation  of  Virginia  StockPlus  Investment  Plan as amended  and                                                    
          restated  effective  September  1, 1996 (the  "Plan"),  provides  only                                                    
          general  information  on the Plan in effect as of December  31,  1998.                                                    
          Participants  should refer to the Plan  agreement  for a more complete                                                    
          description of the Plan's provisions.                                                                                     

          (a)  General                                                                                                              
                    The Plan is a profit sharing and 401(k) plan and, generally,                                                    
               full-time employees of Fort James Corporation,  formerly known as                                                    
               James  River   Corporation   of  Virginia,   ("Fort  James,"  the                                                    
               "Company," or the "Employer") and its domestic  subsidiaries  are                                                    
               eligible  to  participate.   Eligible   employees  who  elect  to                                                    
               participate  are  referred  to as  "Participants".  The  Plan  is                                                    
               subject  to the  provisions  of the  Employee  Retirement  Income                                                    
               Security Act of 1974, as amended ("ERISA").                                                                          

          (b)  Contributions                                                                                                        
                    Participants  may  contribute up to 10% of their Annual Base                                                    
               Pay, as defined in the Plan.  Participants  may transfer into the                                                    
               Plan certain assets  previously held under another  tax-qualified                                                    
               plan.                                                                                                                

                    The Company  makes  matching  contributions  equal to 60% of                                                    
               employee  contributions up to 6% of Annual Base Pay.  Participant                                                    
               contributions in excess of 6% are not matched by the Company. The                                                    
               Company may also make discretionary contributions to all eligible                                                    
               Participants'  accounts  of up to 1% of  Annual  Base  Pay.  Both                                                    
               Company matching and discretionary  contributions are invested in                                                    
               the Fort James Stock Fund.                                                                                           

                    Participant and Company contributions are subject to certain                                                    
               statutory limitations.                                                                                               

          (c)  Participant Accounts                                                                                                 
                    Each Participant  account is credited with the Participant's                                                    
               contributions   and   allocations   of  the  Company's   matching                                                    
               contribution,  the Company's discretionary contribution, and Plan                                                    
               earnings.  Allocations of contributions  and investment  earnings                                                    
               are based on the Participant's contributions or account balances,                                                    
               as provided by the Plan. Participant accounts are charged with an                                                    
               allocation of administrative  expenses  including a quarterly fee                                                    
               and certain transaction fees, as applicable. The net appreciation                                                    
               (depreciation)  in fair value of  investments  is also  allocated                                                    
               (charged) to the  individual  Participant  accounts based on each                                                    
               Participant's share of fund investments.                                                                             

          (d)  Vesting                                                                                                              
                    Each  Participant  is 100%  vested  in his Plan  account.  A                                                    
               Participant's  vested  accounts may not be forfeited or refunded,                                                    
               except to meet anti-discrimination requirements.                                                                     

          (e)  Investment Options                                                                                                   
                    The investment  funds listed below have been established for                                                    
               the  investment  of Plan assets.  With the  exception of the Fort                                                    
               James Stock Fund and the Crown  Vantage  Stock Fund,  each of the                                                    
               funds is a mutual  fund.  A mutual fund  consists of a variety of                                                    
               investments  selected by a professional  manager to meet specific                                                    
               objectives of return and risk.                                                                                       

           Investment Fund                             Primary investments                                                          
           ------------------------------------------- ----------------------------------------------------------------             
           Fort James Stock Fund                       Fort James Common Stock                                                      

           Crown Vantage Stock Fund                    Crown Vantage  Common Stock and cash (this fund was  liquidated              
                                                       over the last 6 months of 1998)                                              

           Fidelity Balanced Fund                      Broadly  diversified  portfolio  of  high-yielding  securities,              
                                                       including common stocks, preferred stocks, and bonds                         

           IDS New Dimensions Fund                     Common stocks of U.S. and foreign  companies  showing potential              
                                                       for significant  growth,  preferred stocks, debt securities and              
                                                       money market instruments                                                     

           Masterworks S&P 500 Stock Fund              Substantially  the same  percentages  of  common  stocks as the              
                                                       Standard & Poor's 500 Composite Stock Price Index                            

           JPM Pierpont Bond Fund                      Fixed income securities,  including U.S.  government and agency              
                                                       securities,    corporate   bonds,   private   placements,   and              
                                                       asset-backed and mortgage-backed securities                                  

           JPM Pierpont Money Market Fund              High  quality U.S.  dollar  denominated  securities  which have              
                                                       effective maturities of not more than 13 months                              
           =============================================================================================================            

                    All   Participant   contributions   may  be  transferred  or                                                    
               reinvested  without  restriction into any of the Plan's available                                                    
               investment  funds  except  the  Crown  Vantage  Stock  Fund.  The                                                    
               Company's  matching and discretionary  contributions are invested                                                    
               in the Fort James  Stock Fund and must  remain in that fund until                                                    
               the Participant reaches age 57.                                                                                      

       (f)     Participant Loans                                                                                                    
                    A  Participant  is  permitted  to borrow up to the lesser of                                                    
               one-half of his account  balance or $50,000.  The minimum loan is                                                    
               $1,000. The maximum loan repayment term is five years, except for                                                    
               loans to  purchase  a  primary  residence  which  have a  maximum                                                    
               repayment  term of ten years.  Loans bear  interest  at the prime                                                    
               rate in  effect  on the  first day of the month in which the loan                                                    
               application  is  received  plus 1%. All  principal  and  interest                                                    
               payments are credited to the investment funds from which the loan                                                    
               was made. As of December 31, 1998 and 1997,  there were 2,779 and                                                    
               4,118 Participants, respectively, with outstanding loans.                                                            

      (g)      Distributions                                                                                                        
                    If a Participant retires,  dies, terminates  employment,  or                                                    
               incurs a permanent disability,  distributions of his account will                                                    
               be made either in a lump sum  payment or in monthly  installments                                                    
               over  a  period   not  to  exceed  the   Participant's,   or  his                                                    
               beneficiary's,   life   expectancy.   The   timing  and  form  of                                                    
               distributions  are  subject to certain  minimum  balance  and age                                                    
               restrictions as provided by the Plan.                                                                                

                    Distributions  from the Fort James  Stock  Fund are  payable                                                    
               either in whole shares of Fort James Common Stock, with the value                                                    
               of  fractional   shares  paid  in  cash,  or  entirely  in  cash.                                                    
               Distributions from the remaining  investment funds are payable in                                                    
               cash.                                                                                                                

      (h)      Withdrawals                                                                                                          
                    The  Plan  provides  for  both  hardship  and   non-hardship                                                    
               withdrawals.  With  limited  exceptions,  after-tax  and rollover                                                    
               contributions   may  be   withdrawn   at  any  time.   Before-tax                                                    
               contributions may only be withdrawn without penalty at age 59 1/2                                                    
               or in the event of retirement, death, disability,  termination or                                                    
               financial  hardship.  Financial hardship includes certain medical                                                    
               expenses,  purchase of a primary  residence,  tuition and related                                                    
               education  fees, or to prevent  eviction  from, or foreclosure on                                                    
               the mortgage on, the primary residence. A Participant who reaches                                                    
               age 59 1/2 may elect a one-time  withdrawal of the entire balance                                                    
               in his accounts.                                                                                                     

      (i)      Administrative Expenses                                                                                              
                    Significant  expenses of administering the Plan are borne by                                                    
               the Company.  These  expenses are  partially  offset by quarterly                                                    
               administrative,  loan origination and maintenance, and withdrawal                                                    
               and  distribution  transaction fees which are charged directly to                                                    
               the Participants' accounts.                                                                                          

      (j)      Trustee and Recordkeeper                                                                                             
                    As of December  31,  1998,  the assets of the Plan were held                                                    
               under an Agreement of Trust with The Bank of New York,  New York,                                                    
               New York. State Street Global Advisors,  Bloomington,  Minnesota,                                                    
               serves as recordkeeper for the Plan.                                                                                 

      (k)      Voting, Tender and Exercise of Other Rights                                                                          
                    Each  Participant  is  entitled to  exercise  voting  rights                                                    
               attributable to the shares allocated to his or her account and is                                                    
               notified by the trustee prior to the time that such rights are to                                                    
               be  exercised.  If timely  instructions  are not received  from a                                                    
               Participant,  the trustee is entitled to vote, tender or exercise                                                    
               similar  rights with respect to shares of Fort James Common Stock                                                    
               in the Participant's account as the trustee deems appropriate.                                                       

      (l)      Anti-Discrimination Requirements                                                                                     
                    The  Plan  is  required  to  meet  the   anti-discrimination                                                    
               requirements  for highly  compensated  employees  as set forth in                                                    
               Section  401(k) of the Internal  Revenue Code. For years in which                                                    
               the  Plan  does  not  meet  these   requirements,   a  refund  of                                                    
               Participant  contributions made by highly  compensated  employees                                                    
               and  the  related  Company  matching  contributions  must be made                                                    
               within two and one-half  months after the close of the Plan year.                                                    
               Refunds made to highly  compensated  employees are reflected as a                                                    
               reduction  of  contributions  and  deposits on the  statement  of                                                    
               changes  in  net  assets   available  for  benefits,   with  fund                                                    
               information.                                                                                                         

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)      Cash Equivalents                                                                                                     
               All contributions are initially  invested in an  interest-bearing                                                    
               account  pending their  investment  in the  available  investment                                                    
               funds.  Cash  equivalents  are stated at cost which  approximates                                                    
               market value.                                                                                                        

      (c)      Investment Valuation                                                                                                 
                    The investments in Fort James Common Stock and Crown Vantage                                                    
               Common Stock are stated at market  value,  based on their closing                                                    
               prices on the New York Stock Exchange  Composite Tape on the last                                                    
               trading day of the period. The number of shares and market prices                                                    
               of Fort James Common Stock and Crown Vantage Common Stock held by                                                    
               the Plan as of December 31, 1998 and 1997 were as follows:                                                           

                                                       1998                             1997                                        
               --------------------------------------------------------------------------------------------                         

                                             Shares        Market Price        Shares        Market Price                           
               ---------------------------------------------------------------------------------------------                        
               Fort James Common Stock            8,533,671          $40.00       8,824,145          $38.25                         
               Crown Vantage Common Stock               -               -           594,852            7.00                         
               =============================================================================================                        

                    Investments   held  in  the  Fidelity   Balanced  Fund,  the                                                    
               Masterworks  S&P 500 Stock Fund,  the JPM Pierpont  Bond Fund and                                                    
               the JPM Pierpont Money Market Fund are stated at the market value                                                    
               of shares held by the Plan as of year end. Investments in the IDS                                                    
               New Dimensions  Fund are reported at market value or a reasonable                                                    
               approximation thereof,  except for securities maturing in 60 days                                                    
               or less which are valued at amortized cost.                                                                          

                    Loans to  Participants  are valued at the balance of amounts                                                    
               due,  plus accrued  interest  thereon,  which  approximates  fair                                                    
               value.                                                                                                               

      (d)      Security Transactions and Related Investment Income                                                                  
                    Security transactions are accounted for as of the trade date                                                    
               and dividend  income is recorded as of the dividend  record date.                                                    
               Interest  income is recorded on the  accrual  basis.  The cost of                                                    
               securities sold is determined on an average cost basis.                                                              

      (e)      Realized Gains (Losses) on Common Stock                                                                              
                    When a Participant  borrows funds,  makes a transfer between                                                    
               funds, or receives a distribution,  current cash contributions to                                                    
               the Plan are used to provide the funds. For accounting  purposes,                                                    
               the  average  cost basis of shares  which would have been sold by                                                    
               the  Plan to  provide  funds  for  the  borrowing,  transfer,  or                                                    
               distribution  is deducted  from the account of that  Participant,                                                    
               and the  value  of such  shares  is  reallocated  to the  current                                                    
               Participants'  contributions.  Accordingly,  the Plan  realizes a                                                    
               gain or loss for the difference between the average cost basis of                                                    
               shares  which  would  have been  sold and the fair  value of such                                                    
               shares on the distribution date.                                                                                     

      (f)      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.                                                                    

      (g)      Contributions and Deposits                                                                                           
                    Both Participant and Company  contributions  are recorded as                                                    
               of the date the Participant  contributions  are withheld from the                                                    
               Participant's compensation.  All contributions are transferred to                                                    
               the trustee within one week after  Participant  contributions are                                                    
               withheld from compensation.                                                                                          

      (h)      Withdrawals and Distributions                                                                                        
                    Withdrawals and distributions  from the Plan are recorded at                                                    
               the fair value of the distributed investments,  plus cash paid in                                                    
               lieu of  fractional  shares  where  applicable.  Withdrawals  and                                                    
               distributions are recorded when paid.                                                                                

      (i)      Use of Estimates                                                                                                     
                    Financial  statements  prepared in conformity with generally                                                    
               accepted   accounting   principles  require  management  to  make                                                    
               estimates  and  assumptions  that  significantly  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 subjectto the provisions of ERISA.                                                                          

4.    Separate Investment Fund Option Information:                                                                                  
          The Fort James  Stock Fund  includes  certain  nonparticipant-directed                                                    
     amounts.  Nonparticipant-directed  net assets  available  for benefits were                                                    
     $178,569,142  as of December 31, 1998 and  $181,181,671  as of December 31,                                                    
     1997. Nonparticipant-directed activity for the year ended December 31, 1998                                                    
     was as follows:                                                                                                                
                                                              1998                                                                  
      ---------------------------------------------------------------                                                               
      Investment income                                   $2,884,867                                                                
      Net appreciation in fair value of investments       16,367,273                                                                
      Contributions                                       13,047,879                                                                
      Distributions                                       12,833,175                                                                
      Assets transferred to other funds                      101,814                                                                
      ===============================================================                                                               

5.    Number of Participants                                                                                                        
          There were 18,287 Participants in the Plan as of December 31, 1998 and                                                    
     18,884  Participants  as of December 31, 1997.  The number of  Participants                                                    
     investing  in each of the  Plan's  funds as of those  dates was as  follows                                                    
     (Participants may be included in more than one fund, as applicable):                                                           
                                               1998        1997                                                                     
      ----------------------------------------------------------                                                                    
      Fort James Stock Fund                   14,610      15,418                                                                    
      Crown Vantage Stock Fund                 8,721      10,199                                                                    
      Fidelity Balanced Fund                   2,364       2,019                                                                    
      IDS New Dimensions Fund                  4,057       3,884                                                                    
      Masterworks S&P 500 Stock Fund           3,881       3,246                                                                    
      JPM Pierpont Bond Fund                   1,104         836                                                                    
      JPM Pierpont Money Market Fund           1,478       1,369                                                                    
      ===========================================================                                                                   

6.    Units and Unit Values:                                                                                                        
          The following funds are accounted for on a unitized, daily-valued fund                                                    
     basis. The number of units, which are calculated daily by the recordkeeper,                                                    
     and unit values of net assets as of December 31, 1998, were:                                                                   

                                                                     Unit                                                           
                                                   Units            Value                                                           
        --------------------------------------------------------------------                                                        
        Fort James Stock Fund                    8,533,671           $40.00                                                         
        Fidelity Balanced Fund                   1,415,662            16.36                                                         
        IDS New Dimensions Fund                  1,766,487            28.84                                                         
        Masterworks S&P 500 Stock Fund           1,884,905            24.61                                                         
        JPM Pierpont Bond Fund                   1,148,244            10.45                                                         
        JPM Pierpont Money Market Fund          34,365,032             1.00                                                         
        ====================================================================                                                        

7.   Tax Status:                                                                                                                    
     The Plan is intended to be a qualified  profit  sharing plan under Sections                                                    
     401(a) and 401(k) of the Internal  Revenue Code, and as such is not subject                                                    
     to federal income taxes. The Company has received a favorable determination                                                    
     letter  from the  Internal  Revenue  Service,  dated March 25,  1998,  with                                                    
     respect to the  qualification of the Plan. The Plan  administrator  and the                                                    
     Plan's tax  counsel  believe  that the Plan is  designed  and  operated  in                                                    
     accordance with the applicable requirements of the Internal Revenue Code.                                                      

8.   Concentration of Credit Risk:                                                                                                  
     Financial  instruments which potentially subject the Plan to concentrations                                                    
     of credit risk consist of cash investments in excess of the Federal Deposit                                                    
     Insurance Corporation insurance limit and investments in the various funds.                                                    
     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.                                                                                                                          

9.   Subsequent Events                                                                                                              
     Effective  January  1,  1999,  the Plan  was  merged  with the Fort  Howard                                                    
     Corporation  Profit  Sharing  Retirement  Plan  and the  Harmon  Associates                                                    
     Corporation  Profit Sharing Plan and was renamed the Fort James  401(k)Plan                                                    
     (the  "Fort  James  Plan").  Under  the  terms  of  the  Fort  James  Plan,                                                    
     Participants  may  contribute up to 15% of their Annual Base Pay.  Matching                                                    
     contributions made by the Company vary by employee group, but generally are                                                    
     equal to 60% of  employee  contributions  up to 10% of Annual  Base Pay for                                                    
     salaried  employees  and 6% of Annual  Base Pay for  members of  collective                                                    
     bargaining units. Participant  contributions in excess of these percentages                                                    
     are not matched by the Company. Company discretionary  contributions are no                                                    
     longer permitted.  Company  contributions are made to the Fort James Common                                                    
     Stock Fund, but may be transferred to other  investment  funds at any time.                                                    
     Other  significant  provisions of the Fort James Plan are  consistent  with                                                    
     those of the Plan.                                                                                                             

     The Fort James Plan provides for investments in the following core funds:                                                      

     Investment Fund                  Objective                                Primary Investments                                  
     -------------------------------- -------------------------------------- --------------------------------------------           
     Money Market Fund                Preserve capital                         Cash  instruments with maturities of less            
                                                                               than  one  year  such  as  U.S.  Treasury            
                                                                               bills,  commercial  paper,  and  bankers'            
                                                                               acceptances                                          

     Fixed Income Fund                Maximize    income    returns   while    Bonds   and    other    types   of   debt            
                                      attempting to preserve capital           instruments  that typically pay income in            
                                                                               the form of interest                                 

     U.S. Equity Fund                 Maximize  returns through both income    Common   stock   issued   by   U.S.-based            
                                      and capital appreciation                 companies                                            

     Non U.S. Equity Fund             Maximize   returns   through  capital    Common stock  issued by  companies  based            
                                      appreciation                             in countries and regions outside the U.S.            

     Fort James Stock Fund            Growth through  capital  appreciation    Common stock of Fort James                           
                                      without regard to diversification                                                             
     ================================ ====================================== ============================================           

     Participants may also elect to invest in any of following Combination Funds                                                    
     which are premixed portfolios made up of selected  proportions of the Fixed                                                    
     Income Fund, the U.S. Equity Fund, and the Non-US Equity Fund.                                                                 

     Investment Fund                  Objective                                         Core Investment Mix                         
     -------------------------------- --------------------------------------------- -------------------------------------           
     Conservative Fund                Generation    of   current    income    from      60%  Fixed Income Fund                      
                                      investment  in fixed income  securities  and      30%  U.S. Equity Fund                       
                                      capital growth through  investment in equity      10%  Non-U.S. Equity Fund                   
                                      securities of companies worldwide                                                             

     Moderate Fund                    Capital growth through  investment in equity      40%  Fixed Income Fund                      
                                      securities  worldwide and the  generation of      45%  U.S. Equity Fund                       
                                      current  income  from  investment  in  fixed      15%  Non-U.S. Equity Fund                   
                                      income securities                                                                             

     Aggressive Fund                  Capital growth through  investment in equity      20%  Fixed Income Fund                      
                                      securities worldwide                              60%  U.S. Equity Fund                       
                                                                                        20%  Non-U.S. Equity Fund                   
     ================================ ============================================= =====================================           

     Also  effective  January 1, 1999,  Northern  Trust  Retirement  Consulting,                                                    
     L.L.C.  assumed the role of  recordkeeper  and Northern  Trust  Company was                                                    
     appointed the trustee for the Fort James Plan.                                                                                 

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
          ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES                                                              
                               December 31, 1998                                                                                    

             Identity of Issue                     Description of Investment                            Cost          Current Value 
------------------------------------------------------------------------------------------------------------------------------------

Cash equivalents                        Interest rate - variable                                       $ 8,328,427     $ 8,328,427  

Fort James Corporation                                                                                                              
Common Stock, $0.10 par value*          8,533,671 shares                                               202,243,813     341,346,840  

Fidelity Balanced Fund                  Interest in mutual funds at $16.36 per unit                     21,247,004      23,160,227  

IDS New Dimensions Fund                 Interest in mutual funds at $28.84 per unit                     39,197,871      50,954,300  

Masterworks S&P 500 Stock Fund          Interest in mutual funds at $24.61 per unit                     35,961,017      46,387,499  

JPM Pierpont Bond Fund                  Interest in mutual funds at $10.45 per unit                     11,983,681      11,999,326  

JPM Pierpont Money Market Fund          Interest in mutual funds at $1.00 per unit                      34,365,032      34,365,032  

Participant loans *                     Interest rate - 6% to 11.5%; various maturity dates             18,070,818      18,070,818  
====================================================================================================================================

*   Party in interest to the Plan                                                                                                   

          JAMES RIVER CORPORATION OF VIRGINIA STOCKPLUS INVESTMENT PLAN                                                             
                ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS                                                                    
                      for the year ended December 31, 1998                                                                          

                                                                                                   Expense                          
                                                                                   Number of      Incurred with             Net Gain
 Identify of Party Involved/Description of Asset   Purchase Price   Selling Price  Transactions    Transactions     Cost     (Loss) 
------------------------------------------------------------------------------------------------------------------------------------

I.    Single transactions in excess of 5%:                                                                                          

         None                                                                                                                       

II.   Series of transactions other than                                                                                             
      securities in excess of 5%:                                                                                                   

         None                                                                                                                       

III.  Series of transactions involving                                                                                              
      securities in excess of 5%:                                                                                                   

        * Fort James Corporation Common Stock        $28,008,363                     36      $ 33,182                               
        * Fort James Corporation Common Stock                       $ 38,626,118     60                  $ 20,109,964   $ 18,516,154

          Morgan Money Market Fund                    24,175,344                     142                                            
          Morgan Money Market Fund                                    18,468,667     116                   18,468,667               

          IDS New Dimensions Fund                     13,406,835                     109                                            
          IDS New Dimensions Fund                                     13,004,228     141                   10,434,657      2,569,571

          Stage Coach S&P Fund                        18,494,437                     144                                            
          Stage Coach S&P Fund                                        11,900,867     110                    9,473,733      2,427,134

          Collective Short Term                                                                                                     
          Investment Fund                             62,739,639                     260                                            
          Collective Short Term                                                                                                     
          Investment Fund                             60,992,735                     274                   60,992,735               

IV.   Security transaction with a party                                                                                             
      involved in a single reportable transaction:                                                                                  

          None                                                                                                                      
====================================================================================================================================

*     Party in interest to the Plan                                                                                                 

                                                                            

EXHIBITS 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                            
------                                   -----------                            

4                Fort James 401(K) Plan, Amended and Restated Effective   
January 1, 1999, filed herewith         

23                Consent of Independent Accountants, filed herewith.       

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.                

                   JAMES RIVER CORPORATION OF VIRGINIA
         STOCKPLUS INVESTMENT PLAN

June 24, 1999                  /s/Clifford A. Cutchins, IV                      
                         Committee Member - Clifford A. Cutchins, IV

June 24, 1999                  /s/Daniel J. Girvan                              
                 Committee Member - Daniel J. Girvan

June 24, 1999                  /s/Ernst A. Haberli                              
                 Committee Member - Ernst A. Haberli

June 24, 1999                 /s/R. Michael Lempke                              
                  Committee Member - R. Michael Lempke

June 24, 1999                /s/William A. Paterson                             
                    Committee Member - William A. Paterson

Dates Referenced Herein   and   Documents Incorporated By Reference

This 11-K Filing   Date   Other Filings
9/1/96
12/31/9711-K
3/25/98
For The Period Ended12/31/9811-K, 5
1/1/99
5/21/99
6/24/99
Filed On / Filed As Of6/29/9911-K
 
TopList All Filings

Filing Submission   -   Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Sponsored Ads...
Copyright © 2010 Fran Finnegan & Company.  All Rights Reserved.
About – Privacy – Redactions – Help — Tue, 9 Feb 18:00:46.1 GMT