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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): March 10, 1998
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
Norcross, Georgia 30071
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(Address of principal executive offices) (Zip Code)
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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") on March 10, 1998 commented on its sales
and earnings outlook for the remainder of its fiscal year ending September 30,
1998.
The Company expects that its sales and earnings per share will be adversely
affected through the end of fiscal 1998 by decreases in volume and certain
operating inefficiencies within the Waldorf folding carton operations acquired
in January 1997 and reduced demand for the Company's uncoated and clay coated
recycled paperboard. The Company estimates that these trends will reduce
earnings per share in the second, third and fourth quarters of fiscal 1998 by an
amount ranging from $.07 to $.13 per share per quarter.
Bradley Currey, Jr., chairman and chief executive officer of the Company
commented, "Volume at the former Waldorf folding carton plants has not been as
strong as we had anticipated. Consequently, backlogs at the clay coated recycled
paperboard mills are weak. Though operating improvements at the former Waldorf
plants have come slower than expected, equipment improvements and management
changes are making these facilities more cost effective. The recycled medium
mill acquired in the Waldorf transaction remains profitable."
Statements herein regarding the expected reduction in the Company's
earnings per share during the second, third and fourth quarters of fiscal 1998
constitute forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities 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 the estimated reductions in earnings per
share, the Company has made assumptions regarding, among other things, the
expected performance of the paperboard mills and folding carton plants acquired
in the Waldorf acquisition, and the extent of the reduction in demand for
uncoated and coated recycled paperboard. The estimated reductions in earnings
per share are also subject to certain risks including, among others, that the
foregoing assumptions are inaccurate. Further, these estimates are subject to a
number of general risks that could impact the Company's performance in future
periods including, among others, 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 the
estimated reductions in earnings per share are reasonable; however, undue
reliance should not be placed on such estimates, which are based on current
expectations.
The Company is one of North America's leading manufacturers of packaging,
100% recycled paperboard and laminated paperboard products, with over 70
manufacturing operations in the United States, Canada and Mexico.
A complete copy of the press release relating to the Company's sales and
earnings outlook is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release of Rock-Tenn Company dated March 10, 1998.
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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: March 11, 1998 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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INDEX TO EXHIBITS
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EXHIBIT NUMBER AND DESCRIPTION Page
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99.1 Text of Press Release for Rock-Tenn Company dated March 10, 1998..................................... 5
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EXHIBIT 99.1
Norcross, Georgia (March 10, 1998) - Rock-Tenn Company (NYSE:RKT) today
commented on its sales and earnings outlook for the remainder of its fiscal year
ending September 30, 1998.
The Company expects that its sales and earnings per share will be adversely
affected through the end of fiscal 1998 by decreases in volume and certain
operating inefficiencies within the Waldorf folding carton operations acquired
in January 1997 and reduced demand for the Company's uncoated and clay coated
recycled paperboard. The Company estimates that these trends will reduce
earnings per share in the second, third and fourth quarters of fiscal 1998 by an
amount ranging from $.07 to $.13 per share per quarter.
Bradley Currey, Jr., chairman and chief executive officer of Rock-Tenn Company
commented, "Volume at the former Waldorf folding carton plants has not been as
strong as we had anticipated. Consequently, backlogs at the clay coated recycled
paperboard mills are weak. Though operating improvements at the former Waldorf
plants have come slower than expected, equipment improvements and management
changes are making these facilities more cost effective. The recycled medium
mill acquired in the Waldorf transaction remains profitable."
Statements herein regarding the expected reduction in the Company's earnings per
share during the second, third and fourth quarters of fiscal 1998 constitute
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities 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 the estimated reductions in earnings per share, the
Company has made assumptions regarding, among other things, the expected
performance of the paperboard mills and folding carton plants acquired in the
Waldorf acquisition, and the extent of the reduction in demand for uncoated and
coated recycled paperboard. The estimated reductions in earnings per share are
also subject to certain risks including, among others, that the foregoing
assumptions are inaccurate. Further, these estimates are subject to a number of
general risks that could impact the Company's performance in future periods
including, among others, 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 the
estimated reductions in earnings per share are reasonable; however, undue
reliance should not be placed on such estimates, which are based on current
expectations.
Rock-Tenn Company is one of North America's leading manufacturers of packaging,
100% recycled paperboard and laminated paperboard products, with over 70
manufacturing operations in the United States, Canada and Mexico.
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