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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): JANUARY 8, 1997
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") and Sonoco Products Company ("Sonoco")
announced the signing of a letter of intent to combine their fiber partition
businesses into a new, joint-venture company. The announcement was made by Jay
Shuster, president and chief operating officer of Rock-Tenn, and Harris E.
DeLoach, Jr., executive vice president of Sonoco. Solid fiber partitions are a
leading form of interior protective packaging and are used to separate and
protect glass, plastic and other products during shipping.
Both companies cited the consolidating glass industry and over-capacity
in the market as key reasons for choosing a joint venture strategy. "By pooling
our resources, we will improve capacity utilization, provide customers with a
very strong, focused supplier and achieve cost and operating synergies," said
Shuster and DeLoach in a joint statement.
Rock-Tenn is contributing its eight fiber partition plants and machine
engineering facility in the United States to the joint venture. Sales by these
facilities were $100 million for Rock-Tenn's fiscal year ended September 30,
1996. Sonoco is contributing its six fiber partition plants in the U.S. and its
fiber partition plant in Mexico to the joint venture. Sales by these facilities
were approximately $50 million for Sonoco's fiscal year ended December 31, 1996.
Under the terms of the agreement, Rock-Tenn will own 65% of the joint
venture and Sonoco will own 35%. Management of the venture will be under the
direction of a five member managing board, three of whom will be appointed by
Rock-Tenn and two of whom will be appointed by Sonoco. Richard E. Steed and
Terry Durham, currently managers of the fiber partition divisions of Rock-Tenn
and Sonoco, respectively, will be responsible for the day-to-day management of
the joint venture, with Steed serving as general manager.
Consummation of the joint venture is subject to satisfaction of a
number of conditions including negotiation and execution of a definitive joint
venture agreement, obtaining certain regulatory approvals and the satisfactory
completion of due diligence. The two companies said they expect the closing to
take place in the first quarter of 1997.
Rock-Tenn is one of North America's leading manufacturers of packaging,
100% recycled paperboard and laminated paperboard products, with 63
manufacturing and distribution operations throughout the U.S. and Canada.
Sonoco, founded in 1899, is a $2.7 billion manufacturer of industrial
and consumer packaging products headquartered in Hartsville, South Carolina.
A copy of the press release relating to the joint venture 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
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99.1 -- Press Release dated January 8, 1997
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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: January 8, 1997 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 January 8, 1997
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EXHIBIT 99.1
PRESS RELEASE
Contact: Rock-Tenn Company
David C. Nicholson, Sr. VP & CFO
Media Contact: Marty Shaw
770-448-2193
Sonoco Products Company
Allan V. Cecil, VP
Corporate Communications/Investor Relations
803-383-7524
Christine DiSanto/Jim Cappuccio
Media Contact: Stan Froelich
Morgan-Walke & Associates
212-850-5600
ROCK-TENN AND SONOCO SIGN LETTER OF INTENT
TO FORM JOINT VENTURE
Atlanta, GA (January 8, 1997) -- Rock-Tenn Company (NYSE: RKT) and Sonoco
Products Company (NYSE: SON) announced the signing of a letter of intent to
combine their fiber partition businesses into a new joint-venture company. The
announcement was made by Jay Shuster, president and chief operating officer of
Rock-Tenn, and Harris E. DeLoach, Jr., executive vice president of Sonoco. Solid
fiber partitions are a leading form of interior protective packaging and are
used to separate and protect glass, plastic and other products during shipping.
Both companies cited the consolidating glass industry and over-capacity in
the market as key reasons for choosing a joint venture strategy. "By pooling our
resources, we will improve capacity utilization, provide customers with a very
strong, focused supplier and achieve cost and operating synergies," said Shuster
and DeLoach in a joint statement.
Rock-Tenn is contributing its eight fiber partition plants and machine
engineering facility in the United States to the joint venture. Sales by these
facilities were $100 million for Rock-Tenn's fiscal year ended September 30,
1996. Sonoco is contributing its six fiber partition plants in the U.S. and its
fiber partition plant in Mexico to the joint venture. Sales by these facilities
were approximately $50 million for Sonoco's fiscal year ended December 31, 1996.
Under the terms of the agreement, Rock-Tenn will own 65% of the joint
venture and Sonoco will own 35%. Management of the venture will be under the
direction of a five member managing board, three of whom will be appointed by
Rock-Tenn and two of whom will be appointed by Sonoco. Richard E. Steed and
Terry Durham, currently managers of the fiber partition divisions of Rock-Tenn
and Sonoco, respectively, will be responsible for the day-to-day management of
the joint venture, with Steed serving as general manager.
Consummation of the joint venture is subject to satisfaction of a number
of conditions including negotiation and execution of a definitive joint venture
agreement, obtaining certain regulatory approvals and the satisfactory
completion of due diligence. The two companies said they expect the closing to
take place in the first quarter of 1997.
Rock-Tenn is one of North America's leading manufacturers of packaging,
100% recycled paperboard and laminated paperboard products, with 63
manufacturing and distribution operations throughout the U.S. and Canada.
Sonoco, founded in 1899, is a $2.7 billion manufacturer of industrial and
consumer packaging products headquartered in Hartsville, South Carolina.
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