OMB Approval
OMB 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Buckeye Cellulose Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
11815H104
(CUSIP Number)
Gilchrist B. Berg, 225 Water Street, Suite 1987, Jacksonville, FL 32202
904/355-5959
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 13, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 11815H104 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilchrist B. Berg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
NUMBER OF
953,278
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
953,278
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
953,278
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<PAGE>
CUSIP No. 11815H104 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robin P. Bradbury
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
5 SOLE VOTING POWER
NUMBER OF
19,500
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
--
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
19,500
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the acquisition by the reporting persons
of beneficial ownership of a total of 972,778 shares of common stock (the
"Shares") of Buckeye Cellulose Corporation (the "Company"). The principal
executive offices of the Company are located at 1001 Tillman Street,
Memphis, Tennessee 38112.
Item 2. Identity and Background.
1. This Schedule 13D is being filed jointly by Messrs. Gilchrist B.
Berg and Robin P. Bradbury.
2. The business address for Messrs. Berg and Bradbury is 1987
Enterprise Center, Jacksonville, FL 32202.
3. Mr. Berg's present principal occupation is President of Water
Street Capital, Inc., which is engaged in the investment management
business, and Managing General Partner of limited partnerships engaged in
the business of investing in securities. The investment accounts and
partnerships managed by Mr. Berg (totalling fewer than 15) are referred to
collectively as the "Partnerships." Mr. Bradbury's principal occupation
is Vice President of Water Street Capital, Inc. and he also serves as a
General Partner of the Partnerships. The business address of Water Street
Capital, Inc. and the Partnerships is 1987 Enterprise Center,
Jacksonville, FL 32202.
4. During the last five years, neither Mr. Berg nor Mr. Bradbury
has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
5. During the last five years, neither Mr. Berg nor Mr. Bradbury
has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
6. Mr. Berg and Mr. Bradbury are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Funds in the aggregate amount of $26,347,512 were used to
purchase 953,278 shares (the "Berg Shares"). The Berg Shares were
purchased by Mr. Berg and members of his family through various accounts
over which Mr. Berg may be deemed to have sole or shared voting and
investment power, and by the Partnerships of which Mr. Berg is Managing
General Partner (collectively, the "Berg Accounts"). The sources of funds
used to purchase the Berg Shares were personal funds of Mr. Berg, members
of his family and the investment partnerships of which he is Managing
General Partner.
Funds in the aggregate amount of $525,093 were used to purchase
19,500 shares (the "Bradbury Shares"). The Bradbury Shares were purchased
by Mr. Bradbury and members of his family through various accounts over
which Mr. Bradbury may be deemed to have sole or shared voting and
investment power (the "Bradbury Accounts" and together with the Berg
Accounts, the "Accounts").
Item 4. Purpose of Transaction.
The Shares have been acquired for and are being held for investment
purposes. Messrs. Berg and Bradbury may cause the Accounts to acquire
additional shares from time to time in the open market based on factors
such as the Company's financial condition, results of operations and
future prospects, the market value of the Shares, other available
investment opportunities, and general economic and market conditions.
Depending on such factors, Messrs. Berg and Bradbury may determine at some
time to cause the Accounts to dispose of all or a portion of the Shares.
Neither Mr. Berg nor Mr. Bradbury has any present plans or proposals
which relate to or would result in:
(1) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(2) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(3) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(4) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) Any material change in the present capitalization or dividend
policy of the Company;
(6) Any other material change in the Company's business or corporate
structure;
(7) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(8) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(9) Causing a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(10) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Pursuant to Rule 13d-3, Mr. Berg is deemed to be the
beneficial owner of all 953,278 Berg Shares which represent 5.1 percent of
the 18,723,798 shares of common stock believed to be outstanding. Mr.
Berg has sole investment management authority for the investments of the
Berg Accounts and, accordingly, has sole voting and dispositive power over
the Berg Shares.
Pursuant to Rule 13d-3, Mr. Bradbury is deemed to be the beneficial
owner of all 19,500 Bradbury Shares which represent .1 percent of the
18,723,798 shares believed to be outstanding. Mr. Bradbury has sole
investment management authority for the investments of the Bradbury
Accounts and, accordingly, has sole voting and dispositive power over the
Bradbury Shares.
In addition, pursuant to Rule 13d-5(b), Mr. Berg and Mr. Bradbury may
be deemed to have formed a group for the purpose of acquiring, holding and
disposing of securities of the Company inasmuch as they anticipate that
investments in or dispositions of Shares may be made for the Accounts
together. Therefore, Mr. Berg may be deemed to be the beneficial owner of
the Bradbury Shares and Mr. Bradbury may be deemed the beneficial owner of
the Berg Shares. However, Mr. Berg disclaims beneficial ownership over
the Bradbury Shares and Mr. Bradbury disclaims beneficial ownership over
the Berg Shares.
(c) Schedule A attached hereto lists all transactions in the
Company's common stock effected by Messrs. Berg and Bradbury since
November 6, 1996, all of which were made through brokers in the open
market.
(d) Any dividends on the Shares and the proceeds from the sale
thereof will be paid to the Accounts, based on the relative number of
shares owned by each. No other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Berg, Mr. Bradbury, and any other persons
with respect to any securities of the Company, including but not limited
to transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Statement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
/s/ Gilchrist B. Berg
Gilchrist B. Berg
DATE: August 22, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
/s/ Robin P. Bradbury
Robin P. Bradbury
DATE: August 22, 1997
<PAGE>
Exhibit to Schedule 13D Relating
to Buckeye Cellulose Corporation
AGREEMENT REGARDING JOINT FILING
Pursuant to Regulation 13d-1(f)(1)(iii), the undersigned hereby agree
that the foregoing Schedule 13D is filed on behalf of each of them.
/s/ Gilchrist B. Berg
Gilchrist B. Berg
/s/ Robin P. Bradbury
Robin P. Bradbury
<PAGE>
SCHEDULE A
TO
SCHEDULE 13D
RELATING TO
BUCKEYE CELLULOSE CORPORATION
Purchases by Partnerships
Nature of Price Per No. of
Date Transaction Share Shares
11/06/96 Purchase $26.2008 165,000
11/07/96 Purchase $26.2393 35,000
11/19/96 Purchase $26.0000 10,000
11/19/96 Purchase $26.0000 165,100
11/20/96 Purchase $26.3750 3,800
11/20/96 Purchase $26.4250 20,000
11/21/96 Purchase $26.3750 2,500
11/22/96 Purchase $26.4804 11,500
11/25/96 Purchase $26.5000 1,000
11/25/96 Purchase $27.1696 7,000
11/25/96 Purchase $27.0000 10,000
11/26/96 Purchase $27.5000 50,000
11/27/96 Purchase $26.9500 2,500
11/29/96 Purchase $26.8788 10,000
12/2/96 Purchase $26.8750 1,000
12/03/96 Purchase $27.3167 3,000
12/04/96 Purchase $27.2500 25,000
12/04/96 Purchase $27.1250 1,000
12/05/96 Purchase $27.5000 31,000
12/06/96 Purchase $27.3750 2,000
12/06/96 Purchase $27.0000 3,100
12/06/96 Purchase $27.2500 25,000
12/09/96 Purchase $26.7500 2,500
12/10/96 Purchase $27.0000 1,000
12/11/96 Purchase $27.0000 1,600
12/11/96 Purchase $26.8790 25,000
12/16/96 Purchase $26.5000 2,500
12/17/96 Purchase $26.3227 25,100
12/31/96 Purchase $26.6250 7,000
12/31/96 Purchase $26.5893 7,000
01/02/97 Purchase $26.0000 3,000
01/03/97 Purchase $25.7500 87,500
01/03/97 Purchase $26.0000 5,000
01/13/97 Sale $27.5000 (1,722)
01/14/97 Sale $27.5000 (9,200)
01/14/97 Sale $27.5000 (7,500)
01/15/97 Purchase $26.7500 15,000
01/15/97 Purchase $26.7500 2,500
01/16/97 Purchase $26.5977 3,200
01/17/97 Purchase $26.5000 2,000
01/20/97 Purchase $26.7500 2,300
01/24/97 Purchase $27.5000 6,000
01/24/97 Purchase $27.6681 14,500
01/27/97 Purchase $27.5000 6,100
01/27/97 Purchase $27.8879 14,500
01/28/97 Purchase $28.1408 7,900
02/05/97 Purchase $28.2500 1,000
02/28/97 Purchase $30.1250 4,100
03/03/97 Purchase $30.1250 1,200
02/28/97 Purchase $30.0000 200
03/04/97 Purchase $30.2500 2,000
03/05/97 Purchase $30.2500 1,200
03/06/97 Purchase $30.2500 1,200
03/31/97 Purchase $29.7500 2,100
04/01/97 Purchase $29.9837 2,300
05/01/97 Purchase $30.0000 15,000
06/26/97 Purchase $33.3934 6,800
06/27/97 Purchase $33.3368 3,600
06/30/97 Purchase $33.8800 14,100
06/30/97 Sale $33.8800 (14,100)
07/01/97 Purchase $33.2250 5,000
07/21/97 Purchase $35.0603 5,700
07/22/97 Purchase $35.0059 10,600
07/28/97 Purchase $35.2500 3,200
08/06/97 Purchase $35.0000 15,000
08/11/97 Purchase $35.8813 15,000
08/13/97 Purchase $38.1425 40,000
Family - Berg
12/16/96 Purchase $26.5900 500
12/16/96 Purchase $26.5900 300
01/03/97 Purchase $26.0000 10,000
Family - Bradbury
12/17/96 Purchase $25.7500 1,000
12/17/96 Purchase $25.8700 3,000
12/17/96 Purchase $26.5000 1,000
12/17/96 Purchase $26.5000 500
12/17/96 Purchase $26.5000 500
12/23/96 Purchase $25.8700 400
12/30/96 Purchase $26.5000 2,000
12/30/96 Purchase $26.5000 2,000
12/30/96 Purchase $26.5000 1,000
01/02/97 Purchase $28.2500 2,500
01/14/97 Purchase $27.2500 2,500
01/16/97 Purchase $26.7500 100
01/16/97 Purchase $26.6200 300
01/29/97 Purchase $27.8700 2,000
02/03/97 Purchase $28.1200 500
06/27/97 Purchase $33.3700 200
