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): September 16, 1996
Buckeye Cellulose Corporation
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Delaware 62-1518973
Buckeye Cellulose Corporation
1001 Tillman Street
Memphis, TN 38112
901-320-8100
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 1996, Buckeye Cellulose Corporation, a Delaware
corporation (the Company) acquired all of the issued and outstanding stock of
Alpha Cellulose Holdings, Inc., a Delaware corporation (Holdings). The
transaction was closed pursuant to the terms of the Stock Purchase Agreement
dated April 26, 1996 among the Company, Stonebridge Partners Equity Fund, L.P.,
Alpha Cellulose Associates I, L.P., Alpha Cellulose Associates II, L.P.,
Stonebridge Partners Management, L.P., as nominee for P&C Venture Corp. and
Dawkes Corporation, John P. Flanagan, Michael M. Brown, Janice S. Valenta, John
F. Manning, Ken L. Wilcox, Albert A. Bounds, Jr., Ralph Bolin, Charles P.
Oxendine and James R. Israelson (the Sellers). The following discussion is only
a summary and is qualified in its entirety by reference to the Exhibits to this
Current Report on Form 8-K.
Holdings' assets consist solely of the capital stock of its wholly
owned subsidiary, Alpha Cellulose Corporation, a North Carolina corporation
(Alpha), whose primary business is the manufacture and sale of specialty pulp.
The consideration paid for the stock of Holdings consisted of $58.7 million in
cash and $4.2 million in the Company's common stock. The aggregate purchase
price is approximately $70.0 million, including assumed liabilities of
approximately $6.1 million and expenses of $1.0 million. The purchase price is
based on a preliminary balance sheet and may be adjusted based on a final
closing balance sheet.
The amount of consideration paid by the Company for Holdings was
determined as a result of negotiations between the Company and the Sellers. The
Company financed the transaction with a portion of the proceeds from the public
offering of 9-1/4% Senior Subordinated Notes which closed on July 2, 1996
together with borrowings under its credit facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Audited Financial Statements of Alpha Cellulose Holdings, Inc. and
Subsidiaries
Auditors Report Dated February 29, 1996 *
Consolidated Balance Sheet as of December 31, 1995 *
Consolidated Income Statement for the Year Ended December 31, 1995*
Consolidated Statements of Stockholders' Equity *
Consolidated Statements of Cash Flows *
Alpha Cellulose Holdings, Inc. and Subsidiaries Financial Statements as
of June 30, 1996
To be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the
Registrant hereby indicates that, at this time, the filing of such
financial statements is impracticable and undertakes to file such
information on a Form 8K/A Amendment to this Report no later than 60
days after September 16, 1996.
(b) Pro forma financial information.
To be filed by amendment. Pursuant to Item 7(b)(2) of Form 8-K, the
Registrant hereby indicates that, at this time, the filing of such
financial statements is impracticable and undertakes to file such
information on a Form 8K/A Amendment to this Report no later than 60
days after September 16, 1996.
(c) Exhibits.
2.1 Stock Purchase Agreement dated April 26, 1996 among the
Registrant, Stonebridge Partners Equity Fund, L.P., Alpha Cellulose
Associates I, L.P., Alpha Cellulose Associates II, L.P., Stonebridge
Partners Management, L.P., as nominee for P&C Venture Corp. and Dawkes
Corporation, John P. Flanagan, Michael M. Brown, Janice S. Valenta,
John F. Manning, Ken L. Wilcox, Albert A. Bounds, Jr., Ralph Bolin,
Charles P. Oxendine and James R. Israelson. *
*Previously reported on the Registrant's Statement on Form S-3, File No.
333-05139 as filed with the Securities and Exchange Commission on June 4,
1996, and is incorporated herein by reference to such registration statement.
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, thereunto duly authorized.
Buckeye Cellulose Corporation
By: /s/ David H. Whitcomb
Vice President and Comptroller
Date: September 16, 1996
