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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): OCTOBER 23, 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 (Zip Code)
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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 (the "Company"), or its executive officers and directors
on behalf of the Company, may from time to time make "forward looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 (collectively, the "Acts"). The Company is filing this
Current Report on Form 8-K to avail itself of the safe harbor provided in the
Acts with respect to any such (a) forward looking statements that may be
contained in the Company's reports and other documents filed with the
Securities and Exchange Commission under Sections 13 or 15(d) of the Securities
Exchange Act of 1934 and (b) oral forward looking statements made by the
Company's executive officers and directors on behalf of the Company to the
press, potential investors, securities analysts and others. Such forward
looking statements could involve, among other things, statements regarding the
Company's intent, belief or expectation with respect to (i) the Company's
results of operations and financial condition, (ii) the consummation of
acquisitions and financing transactions and the effect thereof on the Company's
business, and (iii) the Company's plans and objectives for future operations
and expansion. Any such forward looking statements would be subject to risks
and uncertainties that could cause actual results of operations, financial
condition, acquisitions, financing transactions, operations, expansion and
other events to differ materially from those expressed or implied in such
forward looking statements. Any such forward looking statements would be
subject to a number of assumptions regarding, among other things, future
economic, competitive and market conditions generally. Such assumptions would
be based on facts and conditions as they exist at the time such statements are
made as well as predictions as to future facts and conditions, the accurate
prediction of which may be difficult and involve the assessment of events
beyond the Company's control. Further, the Company's business is subject to a
number of risks that would affect any such forward looking statements such
risks include, among others, the following:
- POSSIBLE ADVERSE EFFECT OF INCREASED COSTS AND REDUCED SUPPLY OF RAW
MATERIALS. Historically, the cost of recovered paper, virgin
paperboard and containerboard, the Company's principal raw materials,
have fluctuated significantly due to market and industry conditions.
Increasing demand for products packaged in 100% recycled paper and the
shift by virgin paperboard manufacturers to the production of
paperboard with some recycled paper content may increase demand for
recovered paper and result in cost increases. There can be no
assurance that the Company will be able to recoup any future increases
in the cost of recovered paper or other raw materials through price
increases for its products. Further, a reduction in supply of
recovered paper, virgin paperboard and containerboard due to increased
demand or other factors could have an adverse effect on the Company's
results of operations and financial condition.
- POSSIBLE ADVERSE EFFECT OF PRICING VARIABILITY. The paperboard and
converted products industries historically have experienced
significant fluctuations in selling prices. The Company's inability
to maintain the selling prices of products within these industries
during periods of weak economic conditions may have a material adverse
effect on the Company's results of operations and financial condition.
The Company is not able to predict with certainty market conditions or
the selling prices for its products.
- IMPACT OF COMPETITION AND INCREASING ACCEPTANCE OF COMPETING PRODUCTS
ON DEMAND FOR COMPANY'S PRODUCTS. The paperboard and converted
products industries are highly competitive, and no single company is
dominant. The Company's competitors include large, vertically
integrated paperboard and converted products companies and numerous
smaller companies. In recent years, there has been a trend toward
consolidation within the paperboard and converted products industries,
and the Company believes that this trend will continue. The primary
competitive factors in the paperboard and converted products
industries are price, design, quality and service, with varying
emphasis on these factors depending on the product line. To the
extent that one or more of the Company's competitors becomes more
successful with respect to any key competitive factor, the Company's
business could be materially, adversely affected.
In addition, as demand for environmentally friendly packaging has
increased, producers of virgin paperboard have begun to manufacture
paperboard having some recycled paper content. Increasing acceptance
of partially recycled paperboard by consumers as an environmentally
friendly alternative to paperboard produced from 100% recovered paper
could have an adverse effect on demand for the Company's paperboard.
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- ACQUISITION RISKS. The Company has completed several acquisitions
during the past five fiscal years and intends to seek additional
acquisition opportunities. There can be no assurance that the Company
will be able successfully to identify suitable acquisition candidates,
complete acquisitions, integrate acquired operations into its existing
operations or expand into new markets. There can also be no assurance
that future acquisitions will not have an adverse effect upon the
Company's operating results, particularly in the fiscal quarters
immediately following the completion of such acquisitions while the
operations of the acquired business are being integrated into the
Company's operations. Once integrated, acquired operations may not
achieve levels of revenues, profitability or productivity comparable
with those achieved by the Company's existing operations, or otherwise
perform as expected.
- POTENTIAL UNFORESEEN ENVIRONMENTAL LIABILITIES OR COSTS. The Company
is subject to various Federal, state, local and Canadian provincial
environmental laws and regulations, including those relating to
wastewater discharge, air quality and the storage, handling and
disposal of a variety of substances. The Company regularly makes
capital expenditures to stay in compliance with applicable
environmental laws and regulations. However, environmental laws and
regulations are becoming increasingly more stringent. Consequently,
unforeseen expenditures required to comply with such laws and
regulations, including remediation costs, or unforeseen environmental
liabilities could have a material adverse effect on the Company's
results of operations and financial condition. In addition, the
Company cannot assess with certainty at this time the impact upon its
operations or capital expenditure requirements of the future emissions
standards and enforcement practices under the 1990 amendments to the
Clean Air Act. There can be no assurance that future amendments or
modifications of environmental laws, rules or regulations applicable
to the Company will not require further expenditures by the Company or
that any such expenditures will not be material. Further, the Company
has been either notified that it may be, or has been named as, a
potentially responsible party at various sites pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act
or comparable state statutes (such sites being commonly known as
"Superfund" sites). There can be no assurance that any liability the
Company may incur in connection with such Superfund sites will not be
material.
- LOSS OF KEY CUSTOMERS. Each of the Company's divisions has certain
key customers, the loss of which could have a material adverse effect
on the division's sales and, depending on the significance of the
division to the Company's operations, the Company's results of
operations.
In light of the significant uncertainties inherent in any forward looking
statements, undue reliance should not be placed on any such statements.
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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: October 23, 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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