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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
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Commission file number: 33-60032
BUCKEYE RETIREMENT PLAN
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Buckeye Technologies Inc.
1001 Tillman Street, Memphis, TN 38112
901-320-8100
Plan Number 334/002
Internal Revenue Service -- Employer Identification No. 62-1518973
June 30, 1997 and 1996
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<PAGE>
Audited Financial Statements and
Supplemental Schedules
Buckeye Retirement Plan
Years ended June 30, 1997 and 1996
with Report of Independent Auditors
<PAGE>
Buckeye Retirement Plan
Audited Financial Statements and Supplemental Schedules
Years ended June 30, 1997 and 1996
Contents
Report of Independent Auditors..............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits,
with Fund Information....................................................2
Statement of Changes in Net Assets Available for Benefits,
with Fund Information....................................................4
Notes to Financial Statements...............................................5
Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes..................9
Item 27d - Schedule of Reportable Transactions.............................10
<PAGE>
Report of Independent Auditors
To the Buckeye Investment Committee
We have audited the accompanying statements of net assets available for benefits
of the Buckeye Retirement Plan (the Plan) as of June 30, 1997 and 1996, and the
statement of changes in net assets available for benefits for the year ended
June 30, 1997. 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. These 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 net assets available for benefits of the Plan at June
30, 1997 and 1996 and the changes in net assets available for benefits for the
year ended June 30, 1997 in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of June 30, 1997, and reportable transactions
for the year then ended are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements. The fund information in the statements of net
assets available for benefits as of June 30, 1997 and 1996 and the statement of
changes in net assets available for benefits for the year ended June 30, 1997 is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
November 25, 1997
1
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<TABLE>
<CAPTION>
Buckeye Retirement Plan
Statement of Net Assets Available for Benefits,
with Fund Information
June 30, 1997
Fund Information
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Money Stock Growth Buckeye
Market Bond Balanced Index Stock Value Stock
Fund Fund Fund Fund Fund Fund Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $430,491 $320,554 $1,354,920 $2,519,541 $6,170,154 $1,958,656 $ - $12,754,316
Common stock of Buckeye
Technologies Inc. - - - - - - 4,985,449 4,985,449
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Total investments 430,491 320,554 1,354,920 2,519,541 6,170,154 1,958,656 4,985,449 17,739,765
Employer contributions 147,375 92,288 358,944 695,961 1,578,378 709,130 1,405,140 4,987,216
receivable
Cash and cash equivalents 2,960 3,105 18,726 9,756 40,843 432 184,130 259,952
Accrued income 1,812 1,887 10,987 18 79 23 54 14,860
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Net assets available
for benefits $582,638 $417,834 $1,743,577 $3,225,276 $7,789,454 $2,668,241 $6,574,773 $23,001,793
=======================================================================================================
See accompanying notes.
</TABLE>
2
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<TABLE>
<CAPTION>
Buckeye Retirement Plan
Statement of Net Assets Available for Benefits,
with Fund Information
June 30, 1996
Fund Information
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Money Stock Growth Buckeye
Market Bond Balanced Index Stock Value Stock
Fund Fund Fund Fund Fund Fund Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $321,156 $205,522 $ 861,790 $1,350,795 $3,999,685 $ 860,360 $ - $7,599,308
Common stock of Buckeye
Technologies Inc. - - - - - - 816,365 816,365
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Total investments 321,156 205,522 861,790 1,350,795 3,999,685 860,360 816,365 8,415,673
Employer contributions
receivable 182,549 108,779 402,004 657,157 1,933,356 597,027 1,063,677 4,944,549
Cash and cash equivalents - - - - - - 1,809,208 1,809,208
Accrued income and other 523 (204) (807) 1,634 (1,426) 23 1,144 887
=======================================================================================================
Net assets available for
benefits $504,228 $314,097 $1,262,987 $2,009,586 $5,931,615 $1,457,410 $3,690,394 $15,170,317
=======================================================================================================
See accompanying notes.
</TABLE>
3
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<TABLE>
<CAPTION>
Buckeye Retirement Plan
Statement of Changes in Net Assets Available for Benefits,
with Fund Information
Year ended June 30, 1997
Fund Information
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Money Stock Growth Buckeye
Market Bond Balanced Index Stock Value Stock
Fund Fund Fund Fund Fund Fund Fund Total
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation in fair
value of investments $ - $ 2,676 $ 174,799 $ 566,211 $ 407,024 $ 350,391 $ 954,039 $ 2,455,140
Interest and dividends 18,210 19,800 61,070 76,355 686,069 114,523 2,020 978,047
Employer contributions 147,375 92,288 358,944 695,961 1,578,378 709,130 1,405,140 4,987,216
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Total additions 165,585 114,764 594,813 1,338,527 2,671,471 1,174,044 2,361,199 8,420,403
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefits paid to participants 65,188 8,087 61,673 55,469 234,908 90,170 7,041 522,536
Administrative expenses 2,429 1,617 5,833 9,112 24,254 6,489 16,657 66,391
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Total deductions 67,617 9,704 67,506 64,581 259,162 96,659 23,698 588,927
Net increase prior to
interfund transfers 97,968 105,060 527,307 1,273,946 2,412,309 1,077,385 2,337,501 7,831,476
Interfund transfers (net) (19,558) (1,323) (46,717) (58,256) (554,470) 133,446 546,878 -
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Net increase 78,410 103,737 480,590 1,215,690 1,857,839 1,210,831 2,884,379 7,831,476
Net assets available for
benefits beginning
of year 504,228 314,097 1,262,987 2,009,586 5,931,615 1,457,410 3,690,394 15,170,317
======================================================================================================
Net assets available for
benefits at end of year $582,638 $417,834 $1,743,577 $3,225,276 $7,789,454 $2,668,241 $6,574,773 $23,001,793
======================================================================================================
See accompanying notes.
</TABLE>
4
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Buckeye Retirement Plan
Notes to Financial Statements
June 30, 1997
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1. DESCRIPTION OF PLAN
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The following description of the Buckeye Retirement Plan (the Plan) provides
only general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a noncontributory defined contribution plan covering all full-time
salaried and hourly employees of Buckeye Technologies Inc. (the Plan Sponsor),
formerly Buckeye Cellulose Corporation, and its wholly owned subsidiaries
Buckeye Florida, Limited Partnership and, effective June 30, 1996, Buckeye
Florida Corporation. Employees are eligible upon completion of 1,000 hours of
service during their first year of employment or during any plan year (July 1 to
June 30).
CONTRIBUTIONS
The Plan Sponsor makes an annual contribution to each participant's account
based on the following formula:
Contribution = participant's annual gross income x [1 + .5 (years of service)]%
Contributions are generally funded in the quarter following the Plan's year end.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the employer contribution and
allocations of Plan earnings and administrative expenses. Earnings in each
investment fund are allocated to participants' accounts based on the relative
value of the account balances prior to the allocation of current year
contributions. Forfeited balances of terminated participants' nonvested accounts
are used to reduce future contributions by the Plan Sponsor.
VESTING
Participants are 100% vested after five years of credited service.
5
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Buckeye Retirement Plan
Notes to Financial Statements (continued)
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1. DESCRIPTION OF PLAN (continued)
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INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employer contributions in
5% increments in any of the following seven investment options:
Money Market Fund--Funds are invested through a mutual fund in money market
instruments backed by the U.S. government.
Bond Fund--Funds are invested through a mutual fund in a diversified portfolio
of primarily U.S. government securities and high quality corporate bonds.
Balanced Fund--Funds are invested through a mutual fund in a combination of
common stocks, bonds and cash.
Stock Index Fund--Funds are invested through a mutual fund in stocks of the
Standard & Poor's 500 Index.
Growth Stock Fund--Funds are invested through a mutual fund in common stock of
companies with growth potential.
Value Fund--Funds are invested through a mutual fund in equity securities.
Buckeye Stock Fund--Funds are invested in the Plan Sponsor's common stock.
Participants may change their investment options quarterly.
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2. ACCOUNTING POLICIES
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INVESTMENTS
Investments are stated at fair market value (based on quoted market prices) with
the change in carrying value reported as the net change in unrealized
appreciation or depreciation in aggregate fair value of investments. Purchases
and sales of investments are recorded on a trade-date basis. Interest income is
recorded on the accrual basis.
6
<PAGE>
Buckeye Retirement Plan
Notes to Financial Statements (continued)
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2. ACCOUNTING POLICIES (continued)
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USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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3. RELATED PARTY TRANSACTIONS
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The Plan purchased 125,276 and sold 7,245 shares of the Plan Sponsor's common
stock during the year. The Plan held 147,717 and 29,686 shares of the Plan
Sponsor's common stock with a market value of $4,985,449 and $816,365 at June
30, 1997 and 1996, respectively. There were no other transactions with related
parties.
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4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
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The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
June 30
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1997 1996
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Net assets available for benefits per
the financial statements $23,001,793 $ 15,170,317
Amounts allocated to withdrawn participants (95,013) (146,834)
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Net assets available for benefits per
the Form 5500 $22,906,780 $15,023,483
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The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
June 30, 1997
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Benefits paid to participants per the financial statements $ 522,536
Add: Amounts allocated on Form 5500 to withdrawn
participants at June 30, 1997 95,013
Less: Amounts allocated on Form 5500 to withdrawn
participants at June 30, 1996 (146,834)
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Benefits paid to participants per the Form 5500 $ 470,715
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7
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Buckeye Retirement Plan
Notes to Financial Statements (continued)
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5. PLAN TERMINATION
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Although it has not expressed any intent to do so, the Plan Sponsor has the
right to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). In the event of plan termination, participants will become 100 percent
vested in their accounts.
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6. INCOME TAX STATUS
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The Internal Revenue Service has ruled in a determination letter dated December
23, 1994 that the Plan qualifies under the applicable sections of the Internal
Revenue Code (IRC) and the related trust is, therefore, not subject to tax under
present income tax law. The Plan, which has been amended since receiving the
determination letter, is required to operate in conformity with the IRC to
maintain its qualification. Management is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
8
<PAGE>
Buckeye Retirement Plan
Item 27a- Schedule of Assets Held for Investment Purposes
June 30, 1997
Description of Investment
Including Maturity Date, Number
Rate of Interest, of Current
Par or Maturity Value Shares Cost Value
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Federated Short Term U.S. Government
Treasury 430,491 $ 430,491 $ 430,491
Strong Government Securities Fund 30,704 314,662 320,554
Dodge & Cox Balanced Fund 20,598 1,136,023 1,354,920
Vanguard Institutional Index Fund 30,592 1,885,329 2,519,541
Janus Fund, Inc. 223,394 5,214,039 6,170,154
MAS Value Fund 103,687 1,593,503 1,958,656
Buckeye Technologies Inc.
common stock* 147,717 3,898,044 4,985,449
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$14,472,091 $17,739,765
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* Denotes a party-in-interest of the plan.
9
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<TABLE>
<CAPTION>
Buckeye Retirement Plan
Item 27d--Schedule of Reportable Transactions
Year ended June 30, 1997
Current
Value of
Identity Description Number Asset on Net
of of of Purchase Selling Cost of Transaction Gain or
Party Involved Investment Transactions Price Price Asset Date (Loss)
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<S> <C> <C> <C> <C> <C> <C>
CATEGORY (i)--SINGLE TRANSACTION IN EXCESS
OF 5 PERCENT OF PLAN ASSETS
Purchases of assets:
First Tennessee Bank* Janus Fund 1 $1,933,361 $ - $1,933,361 $1,933,361 $ -
Fidelity Institutional Cash 1 1,063,677 - 1,063,677 1,063,677 -
US Government
Fidelity Institutional Cash 1 1,933,356 - 1,933,356 1,933,356 -
US Government
Sale of assets:
First Tennessee Bank* Fidelity Institutional Cash 1 1,933,361 - 1,933,361 1,933,361 -
US Government
CATEGORY (iii)--SERIES OF TRANSACTIONS IN EXCESS
OF 5 PERCENT OF PLAN ASSETS
Purchases of assets:
First Tennessee Bank* Buckeye Technologies Inc.* 31 2,314,945 - 2,314,945 2,314,945 -
Janus Fund 24 2,821,151 - 2,821,151 2,821,151 -
MAS Value Fund 20 1,084,341 - 1,084,341 1,084,341 -
Vanguard Institutional Index Fund 24 900,011 - 900,011 900,011 -
Fidelity Institutional Cash 259 6,422,401 - 6,422,401 6,422,401 -
US Government
Sales of assets:
First Tennessee Bank* Janus Fund 33 - 1,072,753 953,094 1,072,753 119,659
Fidelity Institutional Cash 197 - 6,954,605 6,954,603 6,954,605 0
US Government
Buckeye Technologies Inc.* 19 - 170,234 148,564 170,234 21,670
MAS Value Fund 28 - 327,942 297,588 327,94 30,354
Vanguard Institutional Index Fund 27 - 310,976 262,804 310,976 48,172
There were no category (ii) or (iv) reportable transactions during the year ended June 30, 1997
* Denotes a party-in-interest of the plan.
</TABLE>
10
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Retirement Plan Committee of the Employee Retirement Plans for Buckeye
Cellulose Corporation has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BUCKEYE RETIREMENT PLAN
By: /s/ DAVID H. WHITCOMB
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David H. Whitcomb,
Sr. Vice President-Finance
Date: December 19, 1997
BUCKEYE RETIREMENT PLAN
Exhibit Index
Exhibit No. Description
23 Consent of Independent Auditors
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8, Number 33-80867) pertaining to the Buckeye Retirement Plan of our report
dated November 25, 1997 with respect to the financial statements and schedules
of the Buckeye Retirement Plan included in this Annual Report (Form 11-K) for
the year ended June 30, 1997.
Ernst & Young LLP
Memphis, Tennessee
December 15, 1997
