ROCK TENN CO
8-K, 2000-10-26
PAPERBOARD CONTAINERS & BOXES
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                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549


                             ----------------------


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 26, 2000


                                Rock-Tenn Company
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Georgia                    0-23340                   62-342590
--------------------------  --------------------------  -----------------------
 (State of incorporation)    (Commission File Number)       (IRS Employer
                                                          Identification No.)

               504 Thrasher Street
                Norcross, Georgia                         30071
   --------------------------------------------      ---------------
    (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code: (770) 448-2193


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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ITEM 5. OTHER EVENTS

         Rock-Tenn Company (the "Company") reported its net sales and earnings
for the fourth fiscal quarter and year ended September 30, 2000.

FOURTH QUARTER

Net sales for the fourth fiscal quarter increased 4.8% to a record $376.0
million, compared to net sales of $358.7 million in the same quarter last year.
This sales increase was the result of higher volumes of promotional displays,
specialty corrugated packaging and plastic packaging and higher prices for
paperboard as compared to the fourth quarter of last year.

Net income was $6.1 million or $.18 per diluted share in the fourth quarter of
fiscal 2000 compared to $12.2 million or $.35 per diluted share in the same
quarter last year.

Net income, excluding plant closing costs, equipment write-downs and severance
costs, was $9.5 million or $.28 per diluted share in the fourth quarter. Net
income, excluding plant closing costs, was $12.8 million or $.36 per diluted
share in the same quarter last year.

Packaging Products segment sales in the fourth fiscal quarter increased 6.2% to
$253.0 million, a new record compared to $238.3 million in the fourth quarter of
fiscal 1999. Packaging Products segment operating income, excluding charges
related to plant closings, was $15.4 million in the fourth fiscal quarter of
2000. Paperboard segment sales in the fourth fiscal quarter increased slightly
to $114.0 million compared to $112.0 million in the prior year's fourth quarter.
Paperboard segment operating income was $8.8 million. The segment consisting of
our Laminated Paperboard, Plastic Packaging and Recycled Fiber divisions had
sales and operating income in the fourth fiscal quarter of $74.9 million and
$2.0 million, respectively.

FISCAL YEAR 2000

Net sales for the year ended September 30, 2000 increased 15.4% to $1.5 billion
compared to $1.3 billion in the prior year.

Net loss for the year ended September 30, 2000 was $15.9 million or $.46 per
diluted share compared to net income of $39.7 million or $1.13 per diluted share
in the prior year.

Fiscal 2000 net income, excluding asset impairment charges, plant closing costs,
equipment write-downs, severance costs and expected losses under a sales
contract, was $35.4 million or $1.02 per diluted share. Net income for fiscal
1999, excluding plant closing costs, was $44.0 million or $1.25 per diluted
share.

Packaging Products segment sales for fiscal 2000 increased 10% to $964.4 million
from to $876.4 million in fiscal 1999. Packaging Products segment operating
income, excluding plant closing costs, was $57.1 million for fiscal 2000.
Paperboard segment sales for fiscal 2000 increased 12% to $466.4 million from
$416.4 million in fiscal 1999. Paperboard segment operating income was $39.8
million. The segment consisting of our Laminated Paperboard, Plastic Packaging
and Recycled Fiber divisions increased 18% to $308.6 million for fiscal 2000
compared to $261.0 million in fiscal 1999. Operating income for this segment in
fiscal 2000 was $13.9 million.

During fiscal 2000, Rock-Tenn purchased over 2.1 million shares of company
common stock at a cost of $22.2 million, or an average cost of $10.47 per share.
Current Board authorizations provide for the repurchase of up to an additional
362,832 shares of common stock.

James A. Rubright, Chief Executive Officer, commented, "The fourth fiscal
quarter marked an improvement over the preceding quarter as a result of enhanced
operating efficiencies in our folding carton division, where restructuring
actions implemented earlier this year are paying strong dividends.


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Our Paperboard segment results were impacted by lower production of uncoated
paperboard, high-energy costs, operating issues at one of our coated mills and
volume weakness in our laminated paperboard products business."

"Sales in our specialty corrugated packaging and display business increased 32%
to $233.5 million during fiscal 2000, including a 36% increase to $153.2 million
in our Alliance Display business. Alliance significantly increased its design
and marketing staff in fiscal 1999 and opened two new contract packing
facilities in fiscal 1999 and fiscal 2000 that contributed to its continued
growth in fiscal 2000. Sales in our plastics business increased 33% to $63.6
million during fiscal 2000, and were up 51% to $19.8 million in the fourth
fiscal quarter over the same period of the prior year as sales of our
Durafresh(TM) line of modified atmosphere packaging for case ready meats
accelerated in the fourth quarter."

Mr. Rubright continued, "The higher level of capital expenditures of $94.6
million recorded in fiscal 2000 exceeded our depreciation and amortization of
$77.1 million and reflects our strong investment in our growth businesses, our
commitment to increasing the quality and versatility of our paperboard mills and
capital investments in our folding carton division associated with our
restructuring earlier this year. We anticipate capital expenditures to remain at
similar levels in fiscal 2001 as we continue to fuel growth in our specialty
corrugated packaging and Alliance Display business and our plastic packaging
businesses."

"Demand continues to be strong in our coated paperboard business and packaging
businesses as we begin fiscal 2001. We expect that results for the mills will be
impacted by significantly higher energy costs at least during the fall and
winter months and soft markets for uncoated paperboard. We also see some
softening of demand in the specialty corrugated packaging markets. We expect
continued strong seasonally adjusted growth in our display business and our
plastic packaging business. Based on these conditions we would expect earning in
the first fiscal quarter of 2001, not including remaining closing costs from
plants closed in fiscal 2000, of between $.23 and $.27 per share."

Statements herein regarding expected capital expenditures in fiscal 2001,
expected levels of demand and the impact of higher energy costs 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 these statements the Company has made assumptions
regarding projected energy and raw material costs and price levels, all of which
are volatile, the amount and timing of purchases by customers and the timing and
effects on operations of capital expenditures. The forward-looking statements
are subject to certain risks including, among others, that the foregoing
assumptions are inaccurate. Further, these forward-looking statements are
subject to a number of general risks 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 its estimates 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 sales of
approximately $1.5 billion and over 70 manufacturing operations in the United
States, Canada, Mexico and Chile.

The Company will host a conference call to discuss its fourth quarter and
year-end results and other topics that may be raised during the discussion at
11:00 a.m., EDT, on Thursday, October 26, 2000. The conference call will be
webcast and can be accessed at www.rocktenn.com. You will be required to
register prior to hearing the live webcast.

         A complete copy of the press release relating to the Company's net
sales and earnings for the fourth fiscal quarter and year ended September 30,
2000 is attached hereto as Exhibit 99.1.


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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

   (c) Exhibits

       99.1  Text of Press Release of Rock-Tenn Company dated October 26, 2000.


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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: October 26, 2000                ROCK-TENN COMPANY



                                      By: /s/ Steven C. Voorhees
                                          -------------------------------------
                                          Steven C. Voorhees
                                          Executive Vice President and Chief
                                          Financial Officer


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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER AND DESCRIPTION                                                                            PAGE
------------------------------                                                                            ----
<S>                                                                                                       <C>
99.1  Text of Press Release for Rock-Tenn Company dated October 26, 2000............................        7
</TABLE>


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