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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): JUNE 24, 1996
Rock-Tenn Company
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(Exact name of registrant as specified in its charter)
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Georgia 0-23340 62-0342590
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(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
504 Thrasher Street 30071
Norcross, Georgia ----------
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(Address of principal executive offices)
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Registrant's telephone number, including area code: (770) 448-2193
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Rock-Tenn Company ("Rock-Tenn" or the "Company") announced on June 24, 1996
several components of a facility optimization plan. The Company has previously
reported that it had been evaluating several alternatives to reduce the
operating losses historically incurred at its Lynchburg converting facility.
This plan has been developed in part to address this situation and is intended
to optimize the utilization of Company assets and improve long-term operating
efficiencies.
As part of this plan, Rock-Tenn will close its laminated recycled paperboard
book cover panels operation in Lynchburg, Virginia and relocate that operation
to other Rock-Tenn manufacturing facilities. A recycled paperboard mill and a
second converting operation will remain in Lynchburg. The Company's Vineland,
New Jersey recycled paperboard partition plant will cease production of
partitions and will be equipped to manufacture book cover panels and other
laminated recycled paperboard products. A recently purchased plant in
Hartwell, Georgia will absorb some of the Vineland and most of the Macon,
Georgia partition production. The Macon plant was closed in May of this year.
Management believes these measures will result in approximately $2.5 to $3.0
million in annual cost savings commencing in fiscal 1997. However, in
connection with these initiatives, the Company expects to incur non-recurring
severance and other expenses during its third and fourth quarters of fiscal 1996
of approximately $1.5 million, or $.03 per share, and $2.5 million, or $.05 per
share, respectively.
In making these announcements, Jay Shuster, president and chief operating
officer of Rock-Tenn stated, "The closing of a portion of [the Company's]
Lynchburg converting operations and the relocation of other manufacturing
operations comes after a number of years of evaluating the optimal use of [the
Company's] resources. Taken together these moves address recurring operating
losses at [the Company's] Lynchburg facility, consolidation in the glass
industry and the present location of [the Company's] customer base. Although
[the Company] will experience non-recurring expenses in the short term, [the
Company] believes expected annual cost savings will benefit the Company and its
shareholders over the long-term."
Mr. Shuster concluded, "[the Company is] on track to report a strong third
fiscal quarter and [is] optimistic about [its] performance for the remainder of
the year. Lower raw material costs and [the Company's] internal operating
efficiencies, despite a sluggish market for paperboard and packaging products,
have continued to contribute to [the Company's] success."
Statements herein regarding non-recurring expenses, annual cost savings and the
Company's anticipated performance in the third fiscal quarter and the fiscal
year constitute forward-looking statements within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934. Such statements are
subject to certain risks and uncertainties that could cause actual amounts to
differ materially from those projected. With respect to estimated
non-recurring expenses and annual cost savings, management has made assumptions
regarding, among other things, the amount and timing of expected short-term
operating losses and reductions in fixed, labor and transportation costs. The
amount of non-recurring expenses and realization of annual cost savings are
subject to certain risks including, among others, the risks that estimated
expenses and operating losses have been underestimated, expected cost
reductions have been overestimated, unexpected costs and expenses will be
incurred and anticipated operating efficiencies will not be achieved. Further,
any statements herein regarding the Company's performance in future periods are
subject to risks relating to, among other things, decreases in demand for the
Company's products, increases in raw material costs, fluctuations in selling
prices and adverse changes in general market and industry conditions.
Management believes these estimates are reasonable; however, undue reliance
should not be placed on such estimates, which are based on current
expectations.
Rock-Tenn manufactures clay coated and uncoated recycled paperboard and is a
leading converter of recycled and virgin paperboard. The Company operates 62
manufacturing and distribution operations throughout the U.S. and Canada.
A copy of the press release relating to the facility optimization plan is
attached hereto as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release of Rock-Tenn Company, dated June 24, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROCK-TENN COMPANY
(Registrant)
Date July 16, 1996 By:/s/ David C. Nicholson
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David C. Nicholson, Senior Vice-President
Chief Financial Officer, Secretary
(Principal Financial Officer, Principal
Accounting Officer and duly
authorized officer)
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INDEX TO EXHIBITS
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EXHIBIT NUMBER AND DESCRIPTION PAGE
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99.1 Text of Press Release of Rock-Tenn Company, dated
June 24, 1996 6
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EXHIBIT 99.1
ROCK-TENN COMPANY ANNOUNCES FACILITY OPTIMIZATION ...
Rock-Tenn Company Announces Facility Optimization Plan
Business Editors
Norcross, Georgia, June 24, 1996 -- Rock-Tenn Company (NASDAQ:RKTN) today
announced several components of a facility optimization plan. The Company has
previously reported that it had been evaluating several alternatives to reduce
the operating losses historically incurred at its Lynchburg converting
facility. This plan has been developed in part to address this situation and
is intended to optimize the utilization of Company assets and improve long-term
operating efficiencies.
As part of this plan, Rock-Tenn will close its laminated recycled
paperboard book cover panels operation in Lynchburg, Virginia and relocate that
operation to other Rock-Tenn manufacturing facilities. A recycled paperboard
mill and a second converting plant will remain in operation in Lynchburg. The
Company's Vineland, New Jersey recycled paperboard partition plant will cease
production of partitions and will be equipped to manufacture book cover panels
and other laminated recycled paperboard products. A recently purchased plant
in Hartwell, Georgia will absorb some of the Vineland and most of the Macon,
Georgia partition production. The Macon plant was closed in May of this year.
Management believes these measures will result in approximately $2.5 to
$3.0 million in annual cost savings commencing in fiscal 1997. However, in
connection with these initiatives, the Company expects to incur non-recurring
severance and other expenses during its third and fourth quarters of fiscal
1996 of approximately $1.5 million, or $.03 per share and $2.5 million, or $.05
per share, respectively.
In making these announcements, Jay Shuster, President and Chief Operating
Officer of Rock-Tenn Company stated, "The closing of a portion of our Lynchburg
converting operations and the relocation of other manufacturing operations
comes after a number of years of evaluating the optimal use of our resources.
Taken together these moves address recurring operating losses at our Lynchburg
facility, consolidation in the glass industry and the present location of our
customer base. Although we will experience non-recurring expenses in the short
term, we believe expected annual cost savings will benefit the Company and its
shareholders over the long-term."
Mr. Shuster concluded, "We are on track to report a strong third fiscal
quarter and are optimistic about our performance for the remainder of the year.
Lower raw material costs and our internal operating efficiencies, despite a
sluggish market for paperboard and packaging products, have continued to
contribute to our success."
Statements herein regarding non-recurring expenses, annual cost savings
and the Company's anticipated performance in the third fiscal quarter and the
fiscal year constitute forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. Such
statements are subject to certain risks and uncertainties that could cause
actual amounts to differ materially from those projected. With respect to
estimated non-recurring expenses and annual cost savings, management has made
assumptions regarding, among other things, the amount and timing of expected
short-term operating losses and reductions in fixed, labor and transportation
costs. The amount of non-recurring expenses and realization of annual cost
savings are subject to certain risks including, among others, the risks that
estimated expenses and operating losses have been underestimated, expected cost
reductions have been overestimated, unexpected costs and expenses will be
incurred and anticipated operating efficiencies will not be achieved. Further,
any statements herein regarding the Company's performance in future periods are
subject to risks relating to, among other things, decreases in demand for the
Company's products, increases in raw material costs, fluctuations in selling
prices and adverse changes in general market and industry conditions.
Management believes these estimates are reasonable; however, undue reliance
should not be placed on such estimates, which are based on current
expectations.
Rock-Tenn Company manufactures clay coated and uncoated recycled
paperboard and is a leading converter of recycled and virgin paperboard. The
Company operates 62 manufacturing and distribution operations throughout the
U.S. and Canada.
