<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
<TABLE>
<C> <S>
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO__________
</TABLE>
COMMISSION FILE NUMBER 0-23340
---------------------
ROCK-TENN COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 62-0342590
(state or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
504 THRASHER STREET, NORCROSS, GEORGIA 30071
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (770) 448-2193
Securities Registered Pursuant to Section 12(B) of the Act:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
Securities Registered Pursuant to Section 12(G) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 3, 1999 (based on the last reported closing price
per share of Class A Common Stock as reported on the New York Stock Exchange on
such date) was approximately $338 million.
As of December 3, 1999, the registrant had 23,517,652 and 11,549,090 shares
of Class A Common Stock and Class B Common Stock outstanding, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
September 30, 1999 are incorporated by reference in Part II. Portions of the
Proxy Statement for the Annual Meeting of Shareholders to be held on January 28,
2000 are incorporated by reference in Parts III and IV.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INDEX TO FORM 10-K
ROCK-TENN COMPANY
<TABLE>
<CAPTION>
PAGE
REFERENCE
---------
<S> <C> <C>
PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 7
Item 3. Legal Proceedings........................................... 7
Item 4. Submission of Matters to a Vote of Securityholders.......... 8
Item X. Executive Officers of the Registrant........................ 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 11
Item 6. Selected Financial Data..................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 11
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 11
Item 8. Financial Statements and Supplementary Data................. 11
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 11
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 12
Item 11. Executive Compensation...................................... 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 12
Item 13. Certain Relationships and Related Transactions.............. 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 13
</TABLE>
2
<PAGE> 3
PART I
ITEM 1. BUSINESS
Unless the context otherwise requires, "we", "us", "our" or "Rock-Tenn"
refers to the business of Rock-Tenn Company and its subsidiaries, including RTS
Packaging, LLC, which we refer to as RTS. RTS is a venture owned 65% by us. We
conduct our partition products business through RTS.
GENERAL
Founded in 1936 as a folding carton manufacturer, we are a leading
converter of recycled and virgin paperboard and a leading manufacturer of
recycled clay-coated and uncoated paperboard. We also produce corrugating
medium. We believe that we are the third largest manufacturer of folding cartons
in North America, the largest U.S. producer of laminated paperboard products for
the cover board and furniture markets and the largest producer of solid fiber
partitions in North America. We operate 54 converting operations, 10 paperboard
mills and 14 recycling centers. These facilities are located in 25 states,
Canada, Mexico and Chile.
We have historically expanded our business through the acquisition of other
related businesses. Recent acquisitions include the following:
- On January 21, 1997, we acquired the parent of Waldorf Corporation, a
manufacturer of folding cartons, 100% recycled paperboard and corrugating
medium.
- On June 9 1997, we acquired Rite Paper Products, Inc., a manufacturer of
laminated paperboard components primarily for the ready-to-assemble
furniture industry.
- On July 9, 1997, we acquired The Davey Company, a manufacturer of
recycled cover board used by the book publishing industry.
PRODUCTS
We report our results of operations in three industry segments:
- packaging products,
- paperboard and
- laminated paperboard products, plastic packaging and recycled fiber.
These three segments consist of eight operating divisions.
PACKAGING PRODUCTS
We primarily manufacture three lines of packaging products:
- folding cartons,
- solid fiber partitions and
- corrugated packaging and display products.
Folding Cartons. We believe that we are the third largest producer of
folding cartons in North America. Customers use our folding cartons to package
frozen, dry and perishable food items, paper goods, hardware products, textile,
automotive, apparel and other products. We manufacture folding cartons from
recycled or virgin paperboard, which we print, coat, die-cut and glue in
accordance with customer specifications. We then ship finished cartons to
customers' plants for packaging and sealing. We operate 21 folding carton plants
and one distribution facility. Sales of folding cartons to unaffiliated
customers accounted for 42.9%, 45.3% and 49.1% of our net sales in fiscal 1999,
1998 and 1997, respectively.
3
<PAGE> 4
Partition Products. We believe that we are the largest manufacturer of
solid fiber partitions in North America, which we market principally to glass
container manufacturers. We manufacture fiber partitions from 100% recycled
uncoated paperboard. Our solid fiber partitions come in varying thicknesses to
meet different structural requirements for high speed casing, uncasing and
filling lines due to their precision die-cut construction. We focus on
developing high quality, value-added partition products for specific
applications to meet customers' packaging needs. We operate 13 solid fiber
partition plants. Sales of fiber partition products to unaffiliated customers
accounted for 10.2%, 10.6% and 9.3% of our net sales in fiscal 1999, 1998 and
1997, respectively.
Corrugated Packaging and Display Products. We manufacture corrugated
packages, point-of-purchase displays and corrugated sheet stock in a range of
flute configurations and structural designs. We market corrugated packages and
corrugated sheet stock products primarily in the Southeastern U.S. To make
corrugated products, we simultaneously feed linerboard and corrugating medium
into a corrugator that flutes the medium to specified sizes, glues the
linerboard and fluted medium together and slits and cuts the resulting
corrugated paperboard into sheets in accordance with customer specifications. We
market corrugated sheets to box manufacturers or convert it into corrugated
products ranging from one-color protective cartons to graphically brilliant
point-of-purchase containers and displays. We operate 11 corrugated packaging
and display products plants. Sales of our corrugated packaging and display
products to unaffiliated customers accounted for 13.5%, 10.3% and 10.4% of our
net sales in fiscal 1999, 1998 and 1997, respectively.
PAPERBOARD
We produce three paperboard products:
- 100% recycled clay-coated paperboard,
- 100% recycled uncoated paperboard and
- 100% recycled corrugating medium.
We are the second largest U.S. manufacturer of 100% recycled paperboard
(excluding linerboard, medium and paperboard used in the manufacture of gypsum
wallboard). We market our recycled clay coated and uncoated paperboard to
manufacturers of folding cartons, solid fiber partitions, laminated paperboard
products and other paperboard products. We also manufacture recycled corrugating
medium, which we market to corrugated sheet manufacturers. We operate ten
paperboard mills, including one that produces both recycled clay-coated
paperboard and corrugating medium. Sales of recycled paperboard (including
corrugating medium) to unaffiliated customers accounted for 16.7%, 15.8% and
13.4% of our net sales in fiscal 1999, 1998 and 1997, respectively.
LAMINATED PAPERBOARD, PLASTIC PACKAGING AND RECYCLED FIBER
We manufacture laminated paperboard and plastic packaging products and
collect recovered paper.
Laminated Paperboard Products. We believe we are the largest U.S. producer
of laminated paperboard products for the book cover and furniture markets and
that customers recognize our expertise in laminating recycled paperboard. We
convert uncoated paperboard into specialty laminated paperboard products for use
in book covers and binders, furniture, automotive components and other
industrial products. We operate seven laminated paperboard products plants.
Sales of laminated paperboard products to unaffiliated customers accounted for
11.1%, 12.5% and 11.6% of our net sales in fiscal 1999, 1998 and 1997,
respectively.
Plastic Packaging Products. We manufacture thermoformed plastic converted
products and extruded plastic roll stock for sale to the food service,
industrial products, consumer products, healthcare and food processors markets.
We use contact heat and radiant heat thermoforming equipment to manufacture
thermoformed products from plastic roll stock in a wide range of thicknesses,
expanding the range of product applications. We also operate extruders to
manufacture plastic roll stock in a wide range of colors. We use virgin and
recycled plastic resin purchased from third parties in the extrusion process,
including high impact polystyrene, high density polyethylene, polypropylene,
polyethylene terephthalate (PET) and K resin blends.
4
<PAGE> 5
Recycled Fiber. We operate 14 paper recovery facilities that collect paper
from a number of sources including factories, commercial printers, office
buildings, retail stores and paper converters as well as from other wastepaper
collectors. After sorting and baling, we transfer collected paper to our
paperboard mills for processing or sell it principally to other U.S.
manufacturers of recycled paperboard. Several of our paper recovery facilities
are located near our paperboard mills. This helps minimize freight costs and
provides an additional source of supply of high quality recovered paper for our
operations, which is the principal raw material used to produce recycled
paperboard.
SALES AND MARKETING
In fiscal 1999, we sold:
- packaging products to approximately 5,000 customers,
- paperboard to approximately 700 customers and
- laminated paperboard, plastic packaging and recycled fiber to
approximately 2,400 customers.
None of our customers accounted for more than 5% of our net sales in fiscal
1999. We generally manufacture our products pursuant to customers' orders. Some
of our products are marketed to key customers. The loss of any key customer
could have an adverse effect on the net income attributable to the applicable
segment and, depending on the significance of such product line to our
operations, our results of operations. We believe that we have strong
relationships with our customers.
Each of our product lines is marketed through its own sales force. Each
sales force maintains direct sales relationships with customers. We also market
several product lines, including folding cartons and book covers, through
independent sales representatives and independent distributors, respectively.
Sales personnel are supervised by regional sales managers, plant general
managers or the general manager for the particular product line, who support and
coordinate the sales activities within their designated area. We pay our
paperboard and laminated paperboard products sales personnel a base salary, and
we generally pay our packaging products sales personnel a base salary plus
commission. We pay our independent sales representatives on a commission basis.
COMPETITION
The packaging products and paperboard industries are highly competitive,
and no single company dominates either industry. Our competitors include large,
vertically integrated packaging products and paperboard companies and numerous
smaller companies. In the folding carton and corrugated container markets, we
compete with a significant number of national and regional packaging suppliers.
In the fiber partitions, corrugated displays, thermoformed plastic products and
laminated paperboard products markets, we compete with a smaller number of
national, regional and local companies offering highly specialized products. We
also compete with foreign companies in the book cover market. In the paperboard
segment, we compete with integrated and non-integrated national, regional and
local companies manufacturing various grades of paperboard. Our paperboard also
competes with virgin paperboard.
The primary competitive factors in the packaging products and paperboard
industries are price, design, quality and service, with varying emphasis on
these factors depending on the product line and customer preferences. We believe
that we compete effectively with respect to each of these factors. However, to
the extent any of our competitors becomes more successful with respect to any
key competitive factor, our business could be materially adversely affected.
The packaging products and recycled paperboard industries have undergone
significant consolidation in recent years. We believe that current trends within
these industries will result in further consolidation. Within the packaging
products industry, larger corporate customers with an expanded geographic
presence have tended in recent years to seek suppliers who can, because of their
broad geographic presence, efficiently and economically supply all of the
customers' packaging needs. In addition, during recent years, purchasers of
recycled paperboard and packaging products have demanded higher quality products
meeting stricter quality
5
<PAGE> 6
control requirements. These market trends could adversely affect our results of
operations or, alternatively, favor our products depending on our competitive
position in specific product lines.
GOVERNMENTAL REGULATION
HEALTH AND SAFETY REGULATIONS
Our operations are subject to Federal, state, local and foreign laws and
regulations relating to workplace safety and worker health including the
Occupational Safety and Health Act and regulations promulgated thereunder. This
Act, among other things, establishes asbestos and noise standards and regulates
the use of hazardous chemicals in the work place. Although we do not use
asbestos in manufacturing our products, some of our facilities contain asbestos.
For those facilities where asbestos is present we have properly contained this
asbestos or we have implemented comprehensive operations and maintenance plans
for those facilities. We do not believe that future compliance with health and
safety laws and regulations will have a material adverse effect on our results
of operations, financial condition or cash flows.
ENVIRONMENTAL REGULATION
We are subject to various Federal, state, local and foreign environmental
laws and regulations, including those regulating the discharge, storage,
handling and disposal of a variety of substances. These laws and regulations
include, among others, the Comprehensive Environmental Response, Compensation
and Liability Act, which we refer to as CERCLA, the Clean Air Act (as amended in
1990), the Clean Water Act, the Resource Conservation and Recovery Act
(including amendments relating to underground tanks) and the Toxic Substances
Control Act. These environmental regulatory programs are primarily administered
by the U.S. Environmental Protection Agency. In addition, some states in which
we operate have adopted equivalent or more stringent environmental laws and
regulations, or have enacted their own parallel environmental programs, which
are enforced through various state administrative agencies.
We do not believe that future compliance with these environmental laws and
regulations will have a material adverse effect on our results of operations,
financial condition or cash flows. However, environmental laws and regulations
are becoming increasingly stringent. Consequently, our compliance and
remediation costs could increase materially. In addition, we cannot currently
assess with certainty the impact that the future emissions standards and
enforcement practices under the 1990 amendments to the Clean Air Act will have
on our operations or capital expenditure requirements. However, we believe that
any such impact or capital expenditures will not have a material adverse effect
on our results of operations, financial condition or cash flows.
We estimate that we will spend $1.0 to $3.0 million for capital
expenditures during fiscal year 2000 in connection with matters relating to
environmental compliance. In addition, we may choose to modify or replace the
coal fired boilers at two of our facilities in order to operate cost effectively
while complying with emissions regulations under the Clean Air Act. We estimate
these improvements will cost approximately $9.0 million.
We have been identified as a potentially responsible party, which we refer
to as a PRP, at nine "superfund" sites pursuant to CERCLA or comparable state
statutes. No remediation costs or allocations have been determined with respect
to such sites other than costs that were not material to us. Based upon
currently available information and the opinions of our environmental compliance
managers and general counsel, although there can be no assurance, we believe
that any liability we may have at any site will not have a material adverse
effect on our results of operations, financial condition or cash flows.
On February 9, 1999, we received a letter from the Michigan Department of
Environmental Quality, which we refer to as MDEQ, in which the MDEQ alleges that
we are in violation of the Michigan Natural Resources and Environmental
Protection Act, as well as the facility's wastewater discharge permit at one of
our Michigan facilities. The letter alleges that we exceeded several numerical
limitations for chemical parameters outlined in the wastewater permit and
violated other wastewater discharge criteria. MDEQ further alleges that we are
liable for contamination contained on the facility property as well as for
contributing
6
<PAGE> 7
contamination to the Kalamazoo River site. The letter requests that we commit,
in the form of a binding agreement, to undertake the necessary and appropriate
response activities and response actions to address contamination in both areas.
We have agreed to enter into an administrative consent order pursuant to which
improvements will be made to the facility's wastewater treatment system and we
will pay a $75,000 fine for the alleged violations. We have also agreed to pay
an additional $30,000 for past and future oversight costs incurred by the State
of Michigan. We will pay this additional amount in three equal payments over the
next three years. The cost of making upgrades to the process waste systems and
wastewater treatment systems is estimated to be approximately $1,000,000.
Nothing contained in the order will constitute an admission of liability or any
factual finding, allegation or legal conclusion on our part. The order is
expected to be completed during the second quarter of fiscal 2000.
EMPLOYEES
At September 30, 1999, we had 8,330 employees. Of these employees, 6,384
were hourly and 1,946 were salaried. Approximately 3,331 of our hourly employees
are covered by union collective bargaining agreements, which generally have
three-year terms. We have not experienced any work stoppages in the past 10
years, and management believes that our relations with our employees are good.
ITEM 2. PROPERTIES
The following table shows information about our paperboard mills:
<TABLE>
<CAPTION>
FISCAL 1999
PRODUCTION
CAPACITY
LOCATION OF MILL (IN TONS) PAPERBOARD PRODUCED
- ------------------------------------ ----------- ------------------------------------
<S> <C> <C>
St. Paul, MN*....................... 185,000 Recycled corrugating medium
Battle Creek, MI.................... 130,000 Clay-coated recycled paperboard
Dallas, TX.......................... 160,000 Clay-coated and uncoated recycled
paperboard
Lynchburg, VA....................... 140,000 Uncoated recycled paperboard
St. Paul, MN*....................... 165,000 Clay-coated recycled paperboard
Chattanooga, TN..................... 120,000 Uncoated recycled paperboard
Otsego, MI.......................... 90,000 Uncoated recycled paperboard
Sheldon Springs, VT (Missisquoi 84,000 Clay-coated recycled paperboard
Mill).............................
Eaton, IN........................... 60,000 Uncoated recycled paperboard
Cincinnati, OH...................... 53,000 Uncoated recycled paperboard
Stroudsburg, PA..................... 51,000 Clay-coated recycled paperboard
</TABLE>
- ---------------
* Comprises one paperboard mill.
In addition to our paperboard mills set forth above, we also operate 54
converting operations and 14 recycling centers in 25 states (mainly in the
Southwestern, Southeastern, Midwestern and Northeastern U.S.), Canada, Mexico
and Chile. Of our facilities, we own 69 and lease nine. Our principal executive
offices, which we own, are located in Norcross, Georgia. We believe that our
existing production capacity is adequate to service existing demand for our
products. We consider our plants and equipment to be in good condition.
ITEM 3. LEGAL PROCEEDINGS
We are a party to litigation incidental to our business from time to time.
We are not currently a party to any litigation that management believes, if
determined adversely to us, would have a material adverse effect on our results
of operations, financial condition or cash flows. For additional information
regarding litigation to which we are a party, which is incorporated by reference
into this item, see "Item 1 -- Business -- Environmental Regulation."
7
<PAGE> 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
Not applicable.
ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of our company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
- ------------------------------------- --- ----------------------------------------------------
<S> <C> <C>
James A. Rubright.................... 52 Vice-Chairman of the Board and Chief Executive
Officer
Jay Shuster.......................... 45 President, Chief Operating Officer and Director
Edward E. Bowns...................... 56 Executive Vice President and General Manager of
Industrial Products Group*
David E. Dreibelbis.................. 47 Executive Vice President and General Manager of the
Mill Group*
David C. Nicholson................... 45 Senior Vice President, Chief Financial Officer and
Secretary
Russell M. Currey.................... 38 Senior Vice President of Marketing and Planning
Vincent D'Amelio..................... 48 Executive Vice President and General Manager of the
Plastic Packaging Division
Paul England......................... 44 Executive Vice President and General Manager of the
Uncoated Paperboard Division
Steve Flanagan....................... 45 Executive Vice President and General Manager of the
Recycled Fiber Division
Nicholas G. George................... 49 Executive Vice President and General Manager of the
Folding Carton Division
James K. Hansen...................... 61 Executive Vice President and General Manager of the
Coated Paperboard Division
John H. Morrison..................... 56 Executive Vice President and General Manager of the
Corrugated Packaging and Display Division
John D. Skelton II................... 45 Executive Vice President and General Manager of
Laminated Paperboard Products Division
Richard E. Steed..................... 48 President and Chief Executive Officer of RTS
</TABLE>
- ---------------
* The Mill Group consists of the Recycled Fiber, Uncoated Paperboard and Coated
Paperboard Divisions and the Industrial Products Group consists of the
Laminated Paperboard Products, Plastic Packaging and Corrugated Packaging and
Display Divisions and RTS.
James A. Rubright, has served as chief executive officer since October 1999
and vice-chairman of the board since September 1999. Prior to joining our
company, Mr. Rubright served as executive vice president of Sonat, Inc. with
responsibility for Sonat's interstate natural gas pipeline group since May 1997
and energy service businesses since May 1998. Mr. Rubright joined Sonat, Inc. as
general counsel in February 1994 and served as senior vice president, general
counsel and chief accounting officer from May 1995 to May 1997.
Jay Shuster has served as president since October 1995, chief operating
officer since June 1991 and as director since January 1992. Mr. Shuster served
as an executive vice president from June 1991 to October 1995. From January 1989
until June 1991, Mr. Shuster was executive vice president and general manager of
our consumer packaging group. Mr. Shuster served as executive vice president and
general manager of our folding carton division from December 1986 until January
1989. Mr. Shuster joined our company in May 1979.
8
<PAGE> 9
Edward E. Bowns has served as executive vice president and general manager
of our industrial products group since November 1990. From February 1986 until
November 1990, Mr. Bowns served as executive vice president and general manager
of our partition division. Mr. Bowns joined our company in October 1980.
David E. Dreibelbis has served as executive vice president and general
manager of our mill group since September 1992. From July 1985 until September
1992, Mr. Dreibelbis was executive vice president and general manager of our
recycled fiber division. Mr. Dreibelbis joined our company in April 1979.
David C. Nicholson has served as senior vice president since September 1994
and as chief financial officer and secretary since December 1986. Mr. Nicholson
served as vice president from December 1986 to September 1994. Mr. Nicholson
joined our company in November 1983 and has served in various other capacities,
including treasurer, from December 1986 until January 1988, controller and
director of mergers and acquisitions.
Russell M. Currey has served as senior vice president of marketing and
planning since December 1994. Mr. Currey served as executive vice president and
general manager of our recycled fiber division from September 1992 until
December 1994. From February 1990 until September 1992, Mr. Currey served as
manager of strategic development for our mill group. From July 1986 until
February 1990, he was general manager of one of our recycled fiber plants. Mr.
Currey joined our company in July 1983. Mr. Currey is the son of Bradley Currey,
Jr. and is the nephew of Robert B. Currey, both of whom are directors of our
company.
Vincent D'Amelio has served as executive vice president and general manager
of our plastic packaging division since July 1998. From 1994 until July 1998, he
was vice president of manufacturing for our plastic packaging division. Mr.
D'Amelio joined our company in 1994.
Paul England has served as executive vice president and general manager of
our uncoated paperboard division since September 1997. Mr. England served as
executive vice president and general manager of our recycled fiber division from
September 1994 until September 1997. From September 1989 to September 1994, Mr.
England served in various capacities, including general manager of one of our
paperboard mills. Mr. England joined our company in September 1989.
Steve Flanagan has served as executive vice president and general manager
of our recycled fiber division since July 1998. From 1983 until 1995, he was
general manager of one of our recycled fiber plants. From 1995 until July 1998,
Mr. Flanagan served as regional manager, southwest region, for our recycled
fiber division. Mr. Flanagan joined our company in 1983.
Nicholas G. George has served as executive vice president and general
manager of our folding carton division since June 1991. Mr. George was vice
president and general sales manager of our folding carton division, from January
1991 until June 1991. Mr. George was vice president of folding sales, western
area, from July 1986 until January 1991. Mr. George joined our company in May
1980.
James K. Hansen has served as executive vice president and general manager
of our coated paperboard division since September 1997. Mr. Hansen served as
executive vice president and general manager of our mill division from May 1990
until September 1997. From 1984 until May 1990, he was general manager of one of
our paperboard mills. Mr. Hansen joined our company in April 1979.
John H. Morrison has served as executive vice president and general manager
of our corrugated packaging and display division since March 1986. From 1967
until March 1986, Mr. Morrison was employed by Union Camp Corporation, serving
in various capacities, including general manager of a corrugated manufacturing
plant.
John D. Skelton, II has served as executive vice president and general
manager of our laminated paperboard products division since July 1998. From
December 1991 until July 1998, he served as executive vice president and general
manager of our plastic packaging division. From January 1991 until December
1991, he served as vice president of folding carton sales, western area. From
1981 until 1991, Mr. Skelton served as general manager of several of our plants.
Mr. Skelton joined our company in July 1976.
9
<PAGE> 10
Richard E. Steed has served as the president and chief executive officer of
RTS since September 1997. From December 1991 until September 1997, Mr. Steed
served as executive vice president and general manager of our partition
division. From December 1986 until December 1991, Mr. Steed served as executive
vice president and general manager of our plastic packaging division. Mr. Steed
joined our company in December 1975.
All our executive officers are elected annually by and serve at the
discretion of either the board of directors, the chairman of the board or the
president. Mr. Steed is elected annually and serves at the discretion of the
managing board of RTS.
10
<PAGE> 11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The dividend and market price information under the heading "Financial and
Operating Highlights" on page 1, and the shareholder information under the
heading "Shareholder Information -- Common Stock" on page 48 of the Annual
Report to Shareholders for the year ended September 30, 1999 are incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information under the heading "Five Year Selected Financial and
Operating Highlights" for the years ended September 30, 1995 through 1999 on
page 18 of the Annual Report to Shareholders for the year ended September 30,
1999 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the heading "Management Discussion and Analysis of
Results of Operations and Financial Condition" on pages 19 through 29 of the
Annual Report to Shareholders for the year ended September 30, 1999 is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the heading "Market Risk Sensitive Instruments and
Positions" on pages 25 through 26 of the Annual Report to Shareholders for the
year ended September 30, 1999 is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of our company and our subsidiaries
included in the Annual Report to Shareholders for the year ended September 30,
1999 are incorporated herein by reference:
Consolidated Statements of Income for the years ended September 30,
1999, 1998 and 1997.
Consolidated Balance Sheets as of September 30, 1999 and 1998.
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended September
30, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
The information in Note 12, "Financial Results by Quarter (Unaudited)"
for the years ended September 30, 1999 and 1998 on page 45 of the Annual
Report to Shareholders for the year ended September 30, 1999 is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
11
<PAGE> 12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections under the heading "Election of Directors" entitled "Nominees
for Election -- Term Expiring 2003," "Incumbent Directors -- Term Expiring 2002"
and "Incumbent Directors -- Term Expiring 2001" in the Proxy Statement for the
Annual Meeting of Shareholders to be held January 28, 2000 are incorporated
herein by reference for information on the directors of the Registrant. See Item
X in Part I hereof for information regarding the executive officers of the
Registrant. The section under the heading "Other Matters" entitled "Section
16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement for the
Annual Meeting of Shareholders to be held on January 28, 2000 is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The section under the heading "Election of Directors" entitled
"Compensation of Directors" and the sections under the heading "Executive
Compensation" entitled "Summary Compensation Table," "Option Grants Table,"
"Aggregated Options Table" and "Pension Plan Table" in the Proxy Statement for
the Annual Meeting of Shareholders to be held January 28, 2000 are incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Common Stock Ownership by Management and
Principal Shareholders" in the Proxy Statement for the Annual Meeting of
Shareholders to be held on January 28, 2000 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Certain Transactions" in the Proxy
Statement for the Annual Meeting of Shareholders to be held January 28, 2000 is
incorporated herein by reference.
12
<PAGE> 13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS.
The following Consolidated Financial Statements of our company and our
consolidated subsidiaries and the Report of the Independent Auditors, included
in our Annual Report to Shareholders for the year ended September 30, 1999 are
incorporated by reference in Part II, Item 8:
Consolidated Statements of Income for the years ended September 30,
1999, 1998 and 1997.
Consolidated Balance Sheets as of September 30, 1999 and 1998.
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended
September 30, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
No Current Reports on Form 8-K have been filed in the last quarter of
the fiscal year ended September 30, 1999
2. FINANCIAL STATEMENT SCHEDULE OF ROCK-TENN COMPANY.
The following financial statement schedule is included in Part IV of this
report:
Schedule II -- Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable or not
required.
3. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <C> <S>
2.1 -- Stock Purchase Agreement, dated January 21, 1997 between
Rock-Tenn Company and the Shareholders of Wabash Corporation
(incorporated by reference to the Registrant's Current
Report on Form 8-K/A dated January 21, 1997).
3.1 -- Restated and Amended Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, File No.
33-73312).
3.2 -- Articles of Amendment to the Registrant's Restated and
Amended Articles of Incorporation (incorporated by reference
to Exhibit 2 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, Commission File
No. 0-23340).
3.3 -- Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 33-73312).
4.1 -- Credit Agreement dated January 21, 1997 by and among
Rock-Tenn Company, SunTrust Bank, Atlanta and the other
banks and lending institutions party to such Credit
Agreement from time to time (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1997, Commission File No.
0-23340).
4.2 -- First Amendment to Credit Agreement dated February 20, 1997,
by and among Rock-Tenn Company, SunTrust Bank, Atlanta, in
its capacity as a Lender, and SunTrust Bank, Atlanta, in its
capacity as agent for the Lenders (incorporated by reference
to Exhibit 4.2 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1997, Commission File
No. 0-23340).
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <C> <S>
4.3 -- Second Amendment to Credit Agreement dated June 6, 1997 by
and among Rock-Tenn Company, the Lenders under the Credit
Agreement and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4.3 to the Registrant's Annual Report
on Form 10-K for the year ended September 30, 1997,
Commission File No. 0-23340).
4.4 -- Agreement to Provide Other Debt Instruments.
10.1 -- Rock-Tenn Company 1987 Stock Option Plan (incorporated by
reference to Exhibit 10.11 to the Registrant's Registration
Statement on Form S-1, File No. 33-73312).
10.2 -- Rock-Tenn Company 1989 Stock Option Plan (incorporated by
reference to Exhibit 10.12 to the Registrant's Registration
Statement on Form S-1, File No. 33-73312).
10.3 -- Rock-Tenn Company 1993 Employee Stock Option Plan
(incorporated by reference to Exhibit 10.13 to the
Registrant's Registration Statement on Form S-1, File No.
33-73312).
10.4 -- Rock-Tenn Company Key Employee Incentive Bonus Plan as
amended on October 27, 1994 (incorporated by reference to
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1994, Commission File No.
0-23340).
10.5 -- Rock-Tenn Company Supplemental Executive Retirement Plan
Effective as of October 1, 1994 (incorporated by reference
to Exhibit 10.17 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1994, Commission File
No. 0-23340).
10.6 -- Joint Venture Agreement, dated September 5, 1997 between
Rock-Tenn Company, Rock-Tenn Partition Company, Sonoco
Products Company and Sonoco Partitions, Inc. (incorporated
by reference to Exhibit 10.8 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997).
10.7 -- Contribution Agreement, dated as of September 5, 1997 by and
among Rock-Tenn Company, Rock-Tenn Partition Company and RTS
Packaging, LLC (incorporated by reference to Exhibit 10.9 to
the Registrant's Annual Report on Form 10-K for the year
ended September 30, 1997).
10.8 -- Amended and Restated Operating Agreement of RTS Packaging,
LLC, dated as of September 5, 1997 between Rock-Tenn
Partition Company and Sonoco Partitions, Inc. (incorporated
by reference to Exhibit 10.10 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997).
10.9 -- Consulting Agreement, dated January 21, 1997, between Eugene
U. Frey and the Company (incorporated by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1997).
12 -- Statement re: Computation of Ratio of Earnings to Fixed
Charges.
13 -- Annual Report to Shareholders submitted herewith but not
"filed," except for those portions expressly incorporated by
reference herein.
21 -- Subsidiaries of the Registrant.
23 -- Report and Consent of Ernst & Young LLP.
27 -- Financial Data Schedule.(for SEC use only)
99.1 -- Audited Financial Statements for the Rock-Tenn Company 1993
Employee Stock Purchase Plan for the years ended September
30, 1999, 1998 and 1997.
99.2 -- Cautionary Statement relative to Forward-Looking Statements.
</TABLE>
(B) REPORTS ON FORM 8-K
Not applicable.
(C) SEE ITEM 14(A)(3) AND SEPARATE EXHIBIT INDEX ATTACHED HERETO.
(D) NOT APPLICABLE.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: December 22, 1999 By: /s/ DAVID C. NICHOLSON
------------------------------------
David C. Nicholson
Senior Vice President, Chief
Financial Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- ---------------------------------- -----------------
<C> <S> <C>
/s/ JAMES A. RUBRIGHT Director, Vice-Chairman of the December 22, 1999
- -------------------------------------------- Board and Chief Executive Officer
James A. Rubright (Principal Executive Officer)
/s/ DAVID C. NICHOLSON Senior Vice President, Chief December 22, 1999
- -------------------------------------------- Financial Officer and Secretary
David C. Nicholson (Principal Financial and
Accounting Officer)
/s/ STEPHEN G. ANDERSON Director December 22, 1999
- --------------------------------------------
Stephen G. Anderson
/s/ J. HYATT BROWN Director December 22, 1999
- --------------------------------------------
J. Hyatt Brown
/s/ MARY LOUISE BROWN JEWELL Director December 22, 1999
- --------------------------------------------
Mary Louise Brown Jewell
/s/ ROBERT B. CURREY Director December 22, 1999
- --------------------------------------------
Robert B. Currey
/s/ A.D. FRAZIER Director December 22, 1999
- --------------------------------------------
A.D. Frazier
/s/ EUGENE U. FREY Director December 22, 1999
- --------------------------------------------
Eugene U. Frey
/s/ LAWRENCE L. GELLERSTEDT, III Director December 22, 1999
- --------------------------------------------
Lawrence L. Gellerstedt, III
/s/ JOHN D. HOPKINS Director December 22, 1999
- --------------------------------------------
John D. Hopkins
</TABLE>
15
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- ---------------------------------- -----------------
<C> <S> <C>
/s/ JAMES W. JOHNSON Director December 22, 1999
- --------------------------------------------
James W. Johnson
/s/ RANDOLPH SEXTON Director December 22, 1999
- --------------------------------------------
Randolph Sexton
/s/ JAY SHUSTER Director December 22, 1999
- --------------------------------------------
Jay Shuster
/s/ JOHN W. SPIEGEL Director December 22, 1999
- --------------------------------------------
John W. Spiegel
/s/ BRADLEY CURREY, JR. Director December 22, 1999
- --------------------------------------------
Bradley Currey, Jr.
</TABLE>
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
- ------- ----------------------- ----------
<C> <C> <S> <C>
2.1 -- Stock Purchase Agreement, dated January 21, 1997 between
Rock-Tenn Company and the Shareholders of Wabash Corporation
(incorporated by reference to the Registrant's Current
Report on Form 8-K/A dated January 21, 1997)
3.1 -- Restated and Amended Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, File No.
33-73312)
3.2 -- Articles of Amendment to the Registrant's Restated and
Amended Articles of Incorporation (incorporated by reference
to Exhibit 2 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995, Commission File
No. 0-23340)
3.3 -- Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 33-73312)
4.1 -- Credit Agreement dated January 21, 1997, by and among
Rock-Tenn Company, SunTrust Bank, Atlanta and the other
banks and lending institutions party to such Credit
Agreement from time to time (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1997, Commission File No.
0-23340)
4.2 -- First Amendment to Credit Agreement dated February 20, 1997,
by and among Rock-Tenn Company, SunTrust Bank, Atlanta, in
its capacity as a Lender, and SunTrust Bank, Atlanta, in its
capacity as agent for the Lenders (incorporated by reference
to Exhibit 4.2 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1997, Commission File
No. 0-23340)
4.3 -- Second Amendment to Credit Agreement dated June 6, 1997, by
and among Rock-Tenn Company, the Lenders under the Credit
Agreement and SunTrust Bank, Atlanta (incorporated by
reference to Exhibit 4.3 to the Registrant's Annual Report
on Form 10-K for the year ended September 30, 1997,
Commission File No. 0-23340)
4.4 -- Agreement to Provide Other Debt Instruments 20
10.1 -- Rock-Tenn Company 1987 Stock Option Plan (incorporated by
reference to Exhibit 10.11 to the Registrant's Registration
Statement on Form S-1, File No. 33-73312)
10.2 -- Rock-Tenn Company 1989 Stock Option Plan (incorporated by
reference to Exhibit 10.12 to the Registrant's Registration
Statement on Form S-1, File No. 33-73312)
10.3 -- Rock-Tenn Company 1993 Employee Stock Option Plan
(incorporated by reference to Exhibit 10.13 to the
Registrant's Registration Statement on Form S-1, File No.
33-73312)
10.4 -- Rock-Tenn Company Key Employee Incentive Bonus Plan as
amended on October 27, 1994 (incorporated by reference to
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1994, Commission File No.
0-23340)
10.5 -- Rock-Tenn Company Supplemental Executive Retirement Plan
Effective as of October 1, 1994 (incorporated by reference
to Exhibit 10.17 to the Registrant's Annual Report on Form
10-K for the year ended September 30, 1994, Commission File
No. 0-23340)
</TABLE>
17
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
- ------- ----------------------- ----------
<C> <C> <S> <C>
10.6 -- Joint Venture Agreement, dated September 5, 1997 between
Rock-Tenn Company, Rock-Tenn Partition Company, Sonoco
Products Company and Sonoco Partitions, Inc. (incorporated
by reference to Exhibit 10.8 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997)
10.7 -- Contribution Agreement, dated as of September 5, 1997 by and
among Rock-Tenn Company, Rock-Tenn Partition Company and RTS
Packaging, LLC (incorporated by reference to Exhibit 10.9 to
the Registrant's Annual Report on Form 10-K for the year
ended September 30, 1997)
10.8 -- Amended and Restated Operating Agreement of RTS Packaging,
LLC, dated as of September 5, 1997 between Rock-Tenn
Partition Company and Sonoco Partitions, Inc. (incorporated
by reference to Exhibit 10.10 to the Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997)
10.9 -- Consulting Agreement, dated January 21, 1997, between Eugene
U. Frey and the Company (incorporated by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1997)
12 -- Statements re: Computation of Ratio of Earnings to Fixed
Charges 21
13 -- Annual Report to Shareholders submitted herewith but not
"filed," except for those portions expressly incorporated by
reference herein
21 -- Subsidiaries of the Registrant 22
23 -- Report and Consent of Ernst & Young LLP 23
27 -- Financial Data Schedule, (for SEC use only)
99.1 -- Financial Statements for the Rock-Tenn Company 1993 Employee
Stock Purchase Plan for the years ended September 30, 1997,
1996 and 1995 24
99.2 -- Cautionary Statement relative to Forward-Looking Statements 30
</TABLE>
18
<PAGE> 19
SCHEDULE II
ROCK-TENN COMPANY
SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
CHARGED TO
BALANCE AT COSTS BALANCE AT
BEGINNING AND END OF
DESCRIPTION OF PERIOD EXPENSES OTHER DEDUCTIONS PERIOD
- ------------------------------------------ ---------- ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended September 30, 1999
Allowance for Doubtful Accounts,
Returns.............................. $3,817 $11,417 -- $11,624 $3,610
Reserve for Facility Closures and
Consolidation........................ 3,884 3,050(3) -- 4,220 2,714
Year ended September 30, 1998:
Allowance for Doubtful Accounts,
Returns.............................. 3,632 10,088 -- 9,903 3,817
Reserve for Facility Closures and
Consolidation........................ 5,615 1,903(3) -- 3,634 3,884
Year ended September 30, 1997:
Allowance for Doubtful Accounts,
Returns.............................. 3,094 12,454 589(1) 12,505 3,632
Reserve for Facility Closures and
Consolidation........................ 1,176 1,090(3) 7,711(2) 4,362 5,615
</TABLE>
- ---------------
(1) This reserve was recorded in connection with Waldorf acquisition.
(2) This reserve was recorded in connection with Waldorf and Davey acquisitions
and the formation of RTS Packaging, LLC
(3) This reserve was recorded in connection with plant closings and employee
terminations, net of reversals of $377, $247 and $300 in fiscal 1997, fiscal
1998 and fiscal 1999, respectively.
The prior year amounts have been changed to conform to the current year
presentation.
19
<PAGE> 1
EXHIBIT 4.4
We are excluded from including in this filing instruments relating to (i)
the $3,850,000 Industrial Development Revenue Bonds (Rock-Tenn Converting
Company Project), Series 1998, issued by the Waxahachie Industrial Development
Authority; (ii) the $6,750,000 Economic Development Revenue Bonds (Rock-Tenn
Company, Mill Division Inc. Project), Series 1995, issued by the City of
Columbus, Indiana; (iii) the $3,300,000 Economic Development Revenue Bonds
(Rock-Tenn Converting Company Facility), Series 1994, issued by the Maryland
Industrial Development Financing Authority; (iv) the $4,000,000 Industrial
Development Revenue Bonds (Rock-Tenn Converting Company Project), Series 1995,
issued by the Industrial Development Board of the City of Tullahoma, Tennessee;
(v) the $2,750,000 Industrial Development Revenue Bonds (Rock-Tenn Converting
Company Project), Series 1995, issued by the Industrial Development Board of the
County of Wilson; (vi) the $2,500,000 Industrial Development Revenue Bonds
(Rock-Tenn Converting Company Project), Series 1995, issued by the Development
Authority of DeKalb County; (vii) the $2,500,000 Industrial Development Revenue
Bonds (Rock-Tenn Converting Company Project), Series 1993, issued by the City of
Harrison, Arkansas; (viii) the $1,500,000 Industrial Development Revenue Bonds
(Rock-Tenn Company Mill Division, Inc.), Series 1996, issued by the Development
Authority of DeKalb County; (ix) the $1,500,000 Industrial Development Revenue
Bonds (Rock-Tenn Converting Company Project), Series 1996, issued by the Hart
County Industrial Development Authority; (x) the $3,500,000 Industrial
Development Revenue Bonds (Rock-Tenn Converting Company Project), Series 1997,
issued by the Union County Industrial Facilities and Pollution Control Financing
Authority; (xi) the $2,500,000 Industrial Development Revenue Bonds (Rock-Tenn
Converting Company Project), Series 1999, issued by the Development Authority of
Richmond County; (x) the $5,350,000 Industrial Development Revenue Bonds
(Rock-Tenn Converting Company Project), Series 1999, issued by the Union County
Industrial Facilities and Pollution Control Financing Authority; (xi) the
$100,000,000 Rock-Tenn Company 7.25% Medium-Term Notes due August 1, 2005 issued
pursuant to the Trust Indenture dated July 31, 1995; (xii) the unsecured
promissory note dated November 24, 1986 between Rock-Tenn Company and Richard F.
Giersch and Marcus F. Snoddy, trustees for the benefit of Virginia M. Snoddy;
(xiii) the unsecured promissory note dated December 8, 1986 between Rock-Tenn
Company and Kathryn C. Morris, Robert B. Wright and Henry L. Conway, trustees
for the benefit of Michael N. Morris; (xiv) the unsecured promissory note dated
December 8, 1986 between Rock-Tenn Company and Ronald J. Fudge, trustee for the
benefit of Arthur N. Morris, Jr.; (xv) the unsecured promissory note dated
December 8, 1986 between Rock-Tenn Company and Kathryn C. Morris, Robert B.
Wright and Henry L. Conway, Jr., trustees for the benefit of Kathryn Ann Uguet
de Resayre; (xvi) the unsecured promissory note dated February 1, 1990 between
Rock-Tenn Company and Joseph B. Brown and Lillian M. Brown; (xvii) the unsecured
promissory note dated February 1, 1990 between Rock-Tenn Company and Joseph B.
Brown; (xviii) the Equipment Lease Agreement dated December 10, 1998 between
Rock-Tenn Converting Company and PACCAR Financial Corp.; (xix) the Equipment
Lease Agreement dated December 10, 1998 between Rock-Tenn Company, Mill
Division, Inc. and PACCAR Financial Corp.; and (xx) the promissory note dated
December 1, 1995 between Waldorf Corporation and Martin L. Benskin. We agree to
furnish a copy of the agreements relating to these instruments to the Securities
and Exchange Commission upon request.
20
<PAGE> 1
EXHIBIT 12
ROCK-TENN COMPANY
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Fixed Charges:
Interest expenses............................ $ 8,122 $10,772 $26,466 $ 34,664 $ 30,813
Amortization of debt issuance costs.......... 265 206 320 360 365
Interest capitalized during period........... -- -- 1,214 888 931
Portion of rent expenses representative of
interest.................................. 1,443 2,316 2,584 3,034 3,169
------- ------- ------- -------- --------
Fixed charges................................ $ 9,830 $13,294 $30,584 $ 38,946 $ 35,278
======= ======= ======= ======== ========
Earnings:
Pretax income from continuing operations..... $67,922 $82,469 $37,756 $ 74,613 $ 70,253
--------
Fixed charges................................ 9,830 13,294 30,584 38,946 $ 35,278
------- ------- ------- -------- --------
Earnings..................................... $77,752 $95,763 $68,340 $113,560 $105,531
======= ======= ======= ======== ========
Ratio of earnings to fixed charges............. 7.91 7.20 2.23 2.92 2.99
======= ======= ======= ======== ========
</TABLE>
21
<PAGE> 1
EXHIBIT 21
ROCK-TENN COMPANY
SUBSIDIARIES OF ROCK-TENN COMPANY
<TABLE>
<CAPTION>
JURISDICTION OF
NAME INCORPORATION
------------------------------------------ ------------------
<C> <S> <C>
1. Rock-Tenn Company, Mill Division, Inc. Tennessee
2. Dominion Paperboard Products, Ltd. Quebec, Canada
3. Rock-Tenn Company of Texas Georgia
4. Rock-Tenn Converting Company Georgia
5. Rock-Tenn Company of Arkansas Georgia
6. Ling Industries, Inc. Quebec, Canada
7. Rock-Tenn Company of California, Inc. Delaware
8. Rock-Tenn Company of Illinois, Inc. Illinois
9. Concord Industries, Inc. Illinois
10. Waldorf Corporation Delaware
11. Wabash Corporation Delaware
12. Wabash Development, Inc. Delaware
13. Waldorf Realty, Inc. Delaware
14. Best Recycling, Inc. Iowa
15. RTS Packaging, LLC Delaware
16. Rock-Tenn Recycling Company Quebec, Canada
17. Rock-Tenn Partition Company Georgia
18. RTS Empaques S. de R.L. de C.V. Mexico
19. Waldorf Corporation of Minnesota Delaware
20. RTS Embalajes de Chile Limitada Santiago, Chile
</TABLE>
22
<PAGE> 1
EXHIBIT 23
REPORT AND CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Rock-Tenn Company of our report dated October 26, 1999 included in the
1999 Annual Report to Shareholders of Rock-Tenn Company.
Our audits also include the financial statement schedule of Rock-Tenn
Company listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent (a) to the incorporation by reference in (i) the
Registration Statement (Form S-8 No. 333-77237) which pertains to the Rock-Tenn
Company 1993 Employee Stock Option Plan, the Rock-Tenn Company 1993 Stock
Purchase Plan, the Rock-Tenn Company 1989 Stock Option Plan and the Rock-Tenn
Company 1987 Stock Option Plan, (ii) the Registration Statement (Form S-8 No.
33-83304) which pertains to the Rock-Tenn Company 1993 Employee Stock Option
Plan, the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the Rock-Tenn
Company Incentive Stock Option Plan, the Rock-Tenn Company 1989 Stock Option
Plan, and the Rock-Tenn Company 1987 Stock Option Plan, and (iii) the
Registration Statement (Form S-3 No. 33-93934) of Rock-Tenn Company of our
report dated October 26, 1998, with respect to the consolidated financial
statements incorporated herein by reference; and (b) to the use of our report
included in the preceding paragraph with respect to the financial statement
schedule included in this Annual Report (Form 10-K) for the year ended September
30, 1999, and our report dated November 5, 1999, with respect to the financial
statements of the Rock-Tenn Company 1993 Employee Stock Purchase Plan filed as
an Exhibit to this Annual Report (Form 10-K) for the year ended September 30,
1999.
ERNST & YOUNG LLP
Atlanta, Georgia
December 21, 1999
23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> SEP-30-1999
<CASH> 4,538
<SECURITIES> 0
<RECEIVABLES> 142,644
<ALLOWANCES> 3,610
<INVENTORY> 94,501
<CURRENT-ASSETS> 243,381
<PP&E> 1,022,420
<DEPRECIATION> 429,681
<TOTAL-ASSETS> 1,161,470
<CURRENT-LIABILITIES> 168,910
<BONDS> 457,410
0
0
<COMMON> 350
<OTHER-SE> 431,814
<TOTAL-LIABILITY-AND-EQUITY> 1,161,470
<SALES> 1,310,368
<TOTAL-REVENUES> 1,310,368
<CGS> 950,855
<TOTAL-COSTS> 950,855
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,179
<INCOME-PRETAX> 70,253
<INCOME-TAX> 30,555
<INCOME-CONTINUING> 39,698
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,698
<EPS-BASIC> 1.14
<EPS-DILUTED> 1.13
</TABLE>
<PAGE> 1
EXHIBIT 99.1
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. 25
Statements of Financial Condition as of September 30, 1999
and 1998.................................................. 26
Statements of Changes in Plan Equity for the three years
ended September 30, 1999.................................. 27
Notes to Financial Statements............................... 28
</TABLE>
24
<PAGE> 2
REPORT OF INDEPENDENT AUDITORS
Compensation and Options Committee of the Board of Directors
Rock-Tenn Company
We have audited the accompanying statements of financial condition of the
Rock-Tenn Company 1993 Employee Stock Purchase Plan as of September 30, 1999 and
1998 and the related statements of changes in plan equity for each of the three
years in the period ended September 30, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Rock-Tenn Company 1993
Employee Stock Purchase Plan at September 30, 1999 and 1998 and the changes in
Plan equity for each of the three years in the period ended September 30, 1999,
in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Atlanta, Georgia
November 5, 1999
25
<PAGE> 3
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Assets:
Receivable from Rock-Tenn Company -- Notes 1 and 2........ $519,821 $465,301
======== ========
Liabilities and equity:
Obligations to purchase Rock-Tenn Company common
stock -- Notes 1 and 2................................. 519,821 465,301
Plan equity............................................... -- --
-------- --------
Total liabilities and equity................................ $519,821 $465,301
======== ========
</TABLE>
See notes to financial statements
26
<PAGE> 4
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Participant contributions............................... $ 3,464,190 $ 2,867,976 $ 2,834,682
Purchases of Rock-Tenn Company common stock -- Note 1... (3,381,882) (2,809,359) (2,789,931)
Amounts refunded to Plan participants................... (82,308) (58,617) (44,751)
----------- ----------- -----------
Plan equity at end of year.............................. $ -- $ -- $ --
=========== =========== ===========
</TABLE>
See notes to financial statements
27
<PAGE> 5
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE PLAN:
In 1993, the Board of Directors of Rock-Tenn Company (the "Company")
adopted the Rock-Tenn Company 1993 Employee Stock Purchase Plan (the "Plan").
The Plan was effective beginning on January 1, 1994. On October 23, 1997, the
Company's Board of Directors voted to amend and restate the Plan, thereby
increasing the number of shares reserved for purchase under the Plan to
1,320,000. The amended and restated Rock-Tenn Company 1993 Employee Stock
Purchase Plan was approved by Rock-Tenn Company shareholders on January 22,
1998.
The Plan permits eligible employees to make regular, systematic purchases
of the Company's Class A common stock directly from the Company through payroll
deductions. Substantially all regular, full-time employees of the Company and
its subsidiaries are eligible to participate in the Plan upon completion of at
least two years of employment as defined by the Plan. Voluntary employee
contributions are deducted from participants' compensation each pay period and
are held for the participants' accounts. All funds held by the Company under the
Plan are included in the general assets of the Company.
On the first day of each of the four purchase periods (November 1, February
1, May 1 and August 1), participants in the Plan are granted an option to
purchase shares of the Company's Class A common stock. On the last day of each
purchase period (January 31, April 30, July 31 and October 31), the Company uses
participant contributions, net of refunds, to purchase shares of the Company's
Class A common stock for the participant. Contributions that exceed the plan
provisions or the Internal Revenue Code limits are refunded to participants. The
purchase price per share to the participant is equal to 85% of the market value,
as defined, of the Company's Class A common stock on the first or last day of
the purchase period, whichever amount is lower. For the purchase periods ending
October 31, 1998, January 31, 1999, April 30, 1999 and July 31, 1999 there was a
total of 284,080 shares of the Company's Class A common stock purchased for
participants under the Plan. For the purchase periods ending October 31, 1997,
January 31, 1998, April 30, 1998 and July 31, 1998, there was a total of 206,984
shares of the Company's Class A common stock purchased for participants under
the Plan. For the purchase periods ending October 31, 1996, January 31, 1997,
April 30, 1997 and July 31, 1997, there was a total of 195,627 shares of the
Company's Class A common stock purchased for participants under the Plan. Stock
certificates for all shares of the Company's Class A Common Stock purchased
under the Plan are issued to participants at the end of each purchase period.
Any participant may terminate contributions and withdraw from the Plan at
any time. Even though there are no current intentions to do so, the Board of
Directors can terminate the Plan at any time. Stock purchase transactions in
process at the time of such termination cannot be modified or canceled without
the written consent of the participants.
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires Plan management to make estimates and
assumptions that affect the reported amounts of Plan assets and liabilities and
disclosure of any contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in Plan equity during the
reporting period. Actual results may differ from those estimates and the
differences could be material.
28
<PAGE> 6
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Plan Administration
The Plan is administered by the Compensation and Options Committee of the
Company's Board of Directors, which consists of three outside directors.
Plan Expenses
Administrative expenses of the Plan are paid by the Company.
NOTE 3 -- FEDERAL INCOME TAXES:
The Plan qualifies as an Employee Stock Purchase Plan under Section 423 of
the Internal Revenue Code of 1986. Issuance of shares under this Plan are not
intended to result in taxable income to participants in the Plan based on
provisions in Section 423 of the Internal Revenue Code.
NOTE 4 -- YEAR 2000 ISSUE (UNAUDITED):
The Plan Sponsor has determined that it will be necessary to take certain
steps in order to ensure that the Plan's information systems are prepared to
handle year 2000 dates. The Plan Sponsor is taking a two-phase approach. The
first phase addresses internal systems that must be modified or replaced to
function properly. Both internal and external resources are being utilized to
replace or modify existing software applications, and to test the software and
equipment for the Year 2000 modifications. The Plan Sponsor has substantially
completed this phase of the project. Costs associated with modifying software
and equipment were not significant and were paid by the Plan Sponsor.
For the second phase of the Project, Plan management established formal
communications with its third-party providers to determine that they have
developed plans to address their own Year 2000 problems as they relate to the
Plan's operations. All third-party service providers have indicated that they
will be Year 2000 compliant during 1999. If modifications of data processing
systems of either the Plan, the Plan Sponsor, or its service providers are not
completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a formal contingency
plan. However, management would take the necessary steps to continue the
operations of the Plan if a problem would result from the Year 2000 issue.
29
<PAGE> 1
EXHIBIT 99.2
We, or our executive officers and directors on our behalf, 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. These statements may be
contained in reports and other documents that we file with the SEC or may be
oral statements made by our executive officers and directors to the press,
potential investors, securities analysts and others. These forward looking
statements could involve, among other things, statements regarding the Company's
intent, belief or expectation with respect to:
- our results of operations and financial condition,
- the consummation of acquisitions and financial transactions and their
effect on our business, and
- our plans and objectives for future operations and expansion.
Any 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 forward looking statements would be subject to a number of
assumptions regarding, among other things, future economic, competitive and
market conditions generally. These assumptions would be based on facts and
conditions as they exist at the time the forward looking statements are made as
well as predictions as to future facts and conditions. These future facts and
conditions may be difficult for us to predict accurately and may involve the
assessment of events beyond our control. Further, our business is subject to a
number of risks that would affect any such forward looking statements. These
risks include, among other things, the following:
- WE MAY FACE INCREASED COSTS AND REDUCED SUPPLY OF RAW MATERIALS
Historically, the cost of recovered paper, virgin paperboard and
containerboard, our 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. The increasing demand may result in cost increases. There
can be no assurance that we will be able to recoup any future increases in the
cost of recovered paper or other raw materials through price increases for our
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 our results of operations and financial condition.
- WE MAY EXPERIENCE PRICING VARIABILITY
The paperboard and converted products industries historically have
experienced significant fluctuations in selling prices. Our inability to
maintain the selling prices of products within these industries during periods
of weak economic conditions may have a material adverse effect on our results of
operations and financial condition. We are not able to predict with certainty
market conditions or the selling prices for our products.
- WE FACE INTENSE COMPETITION
The packaging products and paperboard industries are highly competitive,
and no single company dominates either industry. Our competitors include large,
vertically integrated packaging products and paperboard companies and numerous
smaller companies. In the folding carton and corrugated container markets, we
compete with a significant number of national and regional packaging suppliers.
In the fiber partitions, corrugated displays, thermoformed plastic products and
laminated paperboard products markets, we compete with a smaller number of
national, regional and local companies offering highly specialized products. We
also compete with foreign companies in the book cover market. In the paperboard
segment, we compete with integrated and non-integrated national, regional and
local companies manufacturing various grades of paperboard. Our paperboard also
competes with virgin paperboard.
The primary competitive factors in the packaging products and paperboard
industries are price, design, quality and service, with varying emphasis on
these factors depending on the product line and customer preferences. We believe
that we compete effectively with respect to each of these factors. However, to
the
30
<PAGE> 2
extent any of our competitors becomes more successful with respect to any key
competitive factor, our business could be materially adversely affected.
The packaging products and recycled paperboard industries have undergone
significant consolidation in recent years. We believe that current trends within
these industries will result in further consolidation. Within the packaging
products industry, larger corporate customers with an expanded geographic
presence have tended in recent years to seek suppliers who can, because of their
broad geographic presence, efficiently and economically supply all of the
customers' packaging needs. In addition, during recent years, purchasers of
recycled paperboard and packaging products have demanded higher quality products
meeting stricter quality control requirements. These market trends could
adversely affect our results of operations or, alternatively, favor our products
depending on our competitive position in specific product lines.
- WE MAY BE UNABLE TO COMPLETE AND FINANCE ACQUISITIONS
We have completed several acquisitions during the past five fiscal years
and may seek additional acquisition opportunities. There can be no assurance
that we 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 our operating results.
This is particularly true in the fiscal quarters immediately following the
completion of such acquisitions while the operations of the acquired business
are being integrated into our operations. Once integrated, acquired operations
may not achieve levels of revenues, profitability or productivity comparable
with those achieved by our existing operations, or otherwise perform as
expected.
- WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL AND GOVERNMENTAL REGULATION
We are subject to various Federal, state, local and foreign environmental
laws and regulations, including those relating to the discharge, storage,
handling and disposal of a variety of substances. We regularly make capital
expenditures to maintain compliance with applicable environmental laws and
regulations. However, environmental laws and regulations are becoming
increasingly more stringent. Consequently, our compliance and remediation costs
could increase materially. In addition, we cannot currently assess with
certainty the impact that the future emissions standards and enforcement
practices under the 1990 amendments to the Clean Air Act will have on our
operations or capital expenditure requirements. Further, we have been identified
as a potentially responsible party at various "superfund" sites pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act or
comparable state statutes. There can be no assurance that any liability we may
incur in connection with these superfund sites will not be material to our
results of operations, financial condition or cash flows.
- WE HAVE BEEN DEPENDENT ON CERTAIN CUSTOMERS
Each of our 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 our operations, our results of operations,
financial condition or cash flows.
- CHANGES IN ACCOUNTING PRACTICES COULD REQUIRE US TO CHANGE PREVIOUSLY
REPORTED RESULTS OF OPERATIONS
We understand that the SEC is evaluating existing practice regarding, among
other things, accounting for restructuring charges, goodwill write-offs and
other pro forma adjustments made in connection with recapitalizations and/or
acquisition transactions and is concurrently developing guidance on how
registrants should apply existing regulations. We believe that our previously
reported financial information has been prepared in a manner that complies with
published SEC regulations and is consistent with current practice. However,
there can be no assurance that the SEC will not require modification or
reformulation of our previously reported financial information. Any such
modification or reformulation may be significant.
31
