<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BUCKEYE CELLULOSE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1518973 2611
(STATE OR OTHER (I.R.S. EMPLOYER (PRIMARY STANDARD
JURISDICTION OF IDENTIFICATION NO.) INDUSTRIAL
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
1001 TILLMAN STREET
MEMPHIS, TENNESSEE 38108
TELEPHONE: 901-320-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID B. FERRARO
1001 TILLMAN STREET
MEMPHIS, TENNESSEE 38108
TELEPHONE: 901-320-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
WILLIAM S. KIRSCH, P.C. GEORGE W. BILICIC, JR.
ALAN G. BERKSHIRE CRAVATH, SWAINE & MOORE
KIRKLAND & ELLIS WORLDWIDE PLAZA
200 EAST RANDOLPH DRIVE 825 EIGHTH AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10019
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-05139
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 42,778
$0.01 per share(2).............. Shares $27.625 $1,181,742 $408
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</TABLE>
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(1) Calculated using the public offering price of $27.625 per share in
accordance with Rule 457.
(2) Includes associated preferred share purchase rights.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 (Commission File No. 333-05139) filed by Buckeye Cellulose
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") on June 4, 1996, as amended by Amendment No. 1 thereto, filed with
the Commission on June 11, 1996, and by Amendment No. 2 thereto, filed with the
Commission on June 27, 1996, and which was declared effective on June 27, 1996,
is incorporated herein by reference.
1
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
(a) Exhibits. All Exhibits filed with or incorporated by reference in
Registration Statement on Form S-3 (Commission File No. 333-05139) are
incorporated by reference into, and shall be deemed part of, this
Registration Statement, except the following, which are filed
herewith:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dipl.-Ing Wolf Gadecke, Wirtschaftsprufer
23.3 Consent of Deloitte & Touche LLP
2
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF MEMPHIS, STATE OF TENNESSEE, AS OF
JUNE 28, 1996.
Buckeye Cellulose Corporation
/s/ Robert E. Cannon
By: _________________________________
Robert E. Cannon
Chief Executive Officer, Chairman
of the Board and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED AS OF JUNE 28, 1996, BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED WITH RESPECT TO BUCKEYE CELLULOSE
CORPORATION:
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Robert E. Cannon Chief Executive Officer, Chairman of the
___________________________________________ Board and Director (Principal Executive
Robert E. Cannon Officer)
/s/ David B. Ferraro President, Chief Operating Officer and
___________________________________________ Director (Principal Financial Officer)
David B. Ferraro
/s/ David H. Whitcomb Comptroller (Principal Accounting Officer)
___________________________________________
David H. Whitcomb
/s/ Samuel M. Mencoff Director
___________________________________________
Samuel M. Mencoff
/s/ Justin S. Huscher Director
___________________________________________
Justin S. Huscher
Director
___________________________________________
Red Cavaney
Director
___________________________________________
Henry Frigon
Director
___________________________________________
</TABLE> Harry Phillips
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Kirkland & Ellis regarding legality of securities being
registered, incorporated by reference to Exhibit 5.1 of the Company's
Form S-3 Registration Statement (SEC File No. 333-05139).
23.1 Consent of Ernst & Young LLP
23.2 Consent of Dipl.-Ing Wolf Gadecke, Wirtschaftsprufer
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Kirkland & Ellis--included in Exhibit 5.1
</TABLE>
4
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EXHIBIT 23.1
AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated July 28, 1995, with respect to the combined
consolidated financial statements of Buckeye Cellulose Corporation and
Affiliates and the combined statement of operating income of the Predecessor,
dated July 28, 1995 with respect to the consolidated financial statements and
schedule of Buckeye Cellulose Corporation, and dated September 1, 1993 with
respect to the statement of operating income and related schedule of the
Memphis Mill Operations of the Procter & Gamble Cellulose Company, all
incorporated by reference in the Registration Statement (Form S-3) of Buckeye
Cellulose Corporation filed pursuant to Rule 462(b) on June 28, 1996, and
included or incorporated by reference in Amendment No. 2 to the Registration
Statement (Form S-3 No. 333-05139), filed with the Securities and Exchange
Commission on June 27, 1996.
Ernst & Young LLP
Memphis, Tennessee
June 27, 1996
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EXHIBIT 23.2
AUDITOR'S CONSENT
I consent to the reference to my firm under the caption "Experts" and to the
use of my report dated April 29, 1996 incorporated by reference in the
Registration Statement (Form S-3) of Buckeye Cellulose Corporation dated June
28, 1996 from its Registration Statement (Form S-3 No. 333-05139) and related
Prospectus.
Dipl.-Ing. Wolf Gadecke
Wirtschaftsprufer
Hamburg, Germany
June 27, 1996
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Buckeye Cellulose
Corporation on Form S-3 of our report on Alpha Cellulose Holdings, Inc. dated
February 29, 1996, appearing in the Prospectus, which is part of this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
June 27, 1996
Raleigh, North Carolina
