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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): DECEMBER 20, 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 December 20,
1996 that it had reached an agreement in principle to acquire all of the
outstanding capital stock of the parent of Waldorf Corporation ("Waldorf") for
approximately $410 million (which includes cash to be paid at closing as well as
net long-term debt of Waldorf to be outstanding at closing).
Waldorf is a St. Paul, Minnesota, based manufacturer of folding cartons,
100% recycled paperboard and recycled corrugating medium. Waldorf had net sales
and net income of $377 million and $17.4 million, respectively, in its fiscal
year ended June 30, 1996. Rock-Tenn had net sales and net income of $876 million
and $51.1 million, respectively, in its fiscal year ended September 30, 1996.
The acquisition is expected to close in January 1997. This represents the
largest step to date in Rock-Tenn's plan to grow by making strategic
acquisitions in the consolidating packaging and paperboard industry.
Consummation of the acquisition is subject to negotiation and execution of a
definitive purchase agreement, the satisfactory completion of due diligence,
certain customary closing conditions and certain regulatory approvals.
Rock-Tenn believes this acquisition will make the Company the second
largest producer of folding cartons in North America. The Company also believes
the acquisition will position Rock-Tenn as the largest producer of 100% recycled
paperboard, excluding container board and gypsum board, with capacity to produce
almost one million tons per year. Waldorf's customer base includes some of North
America's largest and most important users of packaging.
Rock-Tenn intends initially to finance the acquisition, including any
refinancing of Waldorf's long-term debt, with cash and borrowings under a new
$400 million credit facility. The Company currently plans to repay a portion of
such borrowings with the net proceeds of a public offering of equity securities
early in 1997. Consummation of any such public offering will be dependent upon
the market conditions prevailing at the time.
Eugene U. Frey, chairman and chief executive officer of Waldorf, noted "We
believe these are the two finest companies in our industry. Together we will be
in the position to invest aggressively in new technology to provide the high
level of quality and customer service that our customers demand."
Bradley Currey, Jr., chairman and chief executive officer of Rock-Tenn,
commented "Together we will cover North America with a broad network of folding
carton and recycled paperboard manufacturing operations, one splendid sales
force and the widest variety of production capability in the industry today. We
look forward to our new association with Gene Frey, who expects to join our
board of directors following the closing."
With 63 manufacturing and distribution operations in the United States and
Canada, Atlanta-based Rock-Tenn Company is one of North America's leading
manufacturers of packaging and recycled paperboard products.
St. Paul-based Waldorf Corporation is an established manufacturer of
folding cartons, 100% recycled paperboard and recycled corrugated medium, with
over 2,000 employees at ten facilities in the Midwest, Northeast and Southern
U.S.
The aggregate purchase price for all of the outstanding capital stock
of the parent of Waldorf Corporation is $239.4 million subject to certain
adjustments. Rock-Tenn estimates that the outstanding long-term debt of
Waldorf at closing will be approximately $170.0 million resulting in an
aggregate purchase price of approximately $410.0 million.
A copy of the press release relating to the acquisition is attached hereto
as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit
No. Description
99.1 -- Press Release dated December 20, 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 hereunto duly authorized.
Date: December 20, 1996 ROCK-TENN COMPANY
By: /s/ David C. Nicholson
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David C. Nicholson
Senior Vice President, Chief
Financial Officer, Secretary
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EXHIBIT INDEX
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Exhibit Sequentially
No. Exhibit Numbered Page
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99.1 -- Press Release dated December 20, 1996
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EXHIBIT 99.1
PRESS RELEASE
ROCK-TENN ANNOUNCES AGREEMENT TO PURCHASE WALDORF
Atlanta, GA (December 20, 1996) - Rock-Tenn Company (Nasdaq: RKTN)
announced today that it has reached an agreement in principle to acquire all of
the outstanding capital stock of the parent of Waldorf Corporation for
approximately $410 million (which includes cash to be paid at closing as well as
net long-term debt of Waldorf to be outstanding at closing).
Waldorf is a St. Paul, Minnesota, based manufacturer of folding cartons,
100% recycled paperboard and recycled corrugating medium. Waldorf had net sales
and net income of $377 million and $17.4 million, respectively, in its fiscal
year ended June 30, 1996. Rock-Tenn had net sales and net income of $876 million
and $51.1 million, respectively, in its fiscal year ended September 30, 1996.
The acquisition is expected to close in January 1997. This represents the
largest step to date in Rock-Tenn's plan to grow by making strategic
acquisitions in the consolidating packaging and paperboard industry.
Consummation of the acquisition is subject to negotiation and execution of a
definitive purchase agreement, the satisfactory completion of due diligence,
certain customary closing conditions and certain regulatory approvals.
Rock-Tenn believes this acquisition will make the Company the second
largest producer of folding cartons in North America. The Company also believes
the acquisition will position Rock-Tenn as the largest producer of 100% recycled
paperboard, excluding container board and gypsum board, with capacity to produce
almost one million tons per year. Waldorf's customer base includes some of North
America's largest and most important users of packaging.
Rock-Tenn intends initially to finance the acquisition, including any
refinancing of Waldorf's long term debt, with cash and borrowings under a new
$400 million credit facility. The Company currently plans to repay a portion of
such borrowings with the net proceeds of a public offering of equity securities
early in 1997. Consummation of any such public offering will be dependent upon
the market conditions prevailing at the time.
Eugene U. Frey, chairman and chief executive officer of Waldorf, noted "We
believe these are the two finest companies in our industry. Together we will be
in the position to invest aggressively in new technology to provide the high
level of quality and customer service that our customers demand."
Bradley Currey, Jr., chairman and chief executive officer of Rock-Tenn,
commented "Together we will cover North America with a broad network of folding
carton and recycled paperboard manufacturing operations, one splendid sales
force and the widest variety of production capability in the industry today. We
look forward to our new association with Gene Frey, who expects to join our
board of directors following the closing."
With 63 manufacturing and distribution operations in the United States and
Canada, Atlanta-based Rock-Tenn Company is one of North America's leading
manufacturers of packaging and recycled paperboard products.
St. Paul-based Waldorf Corporation is an established manufacturer of
folding cartons, 100% recycled paperboard and recycled corrugated medium, with
over 2,000 employees at ten facilities in the Midwest, Northeast and Southern
U.S.
* * *
For additional information contact:
Investor Relations: David Nicholson
Sr. VP & CFO
Rock-Tenn Company
770-448-2193
Media: Stan Froelich
Morgan-Walke & Associates
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