SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Buckeye Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
11815H104
(CUSIP Number)
February 6, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 11815H104
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
United States
5 SOLE VOTING POWER
NUMBER OF
1,146,678
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
N/A
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
1,146,678
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,146,678
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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
United States
5 SOLE VOTING POWER
NUMBER OF
30,900
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
N/A
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
30,900
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,900
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1(a). Name of Issuer:
Buckeye Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1001 Tillman Street
Memphis, Tennessee 38112
Item 2(a). Name of Person Filing:
Gilchrist B. Berg
Item 2(b). Address of Principal Business Office or, if none,
Residence:
225 Water Street, Suite 1987
Jacksonville, Florida 32202
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
11815H104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), 13d-2(b)
or 13d-2(c), check whether the person filing is a:
Inapplicable
If this statement is filed pursuant to Section 240.13d-1(c), check this
box. [X]
NOTE: This Schedule 13G is being filed pursuant to Rules 13d-1(c) and
13d-1(h), recently promulgated by the Securities and Exchange
Commission. This Schedule 13G amends the Schedule 13D of the
reporting persons dated August 22, 1997 to reflect acquisitions
of more than 1% of the Common Stock of the issuer.
Item 4. Ownership as of February 23, 1998.
(a) Amount Beneficially Owned:
1,177,578 shares*
(b) Percent of Class:
6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Inapplicable
(ii) shared power to vote or to direct the vote:
1,177,578 shares*
(iii) sole power to dispose or to direct the
disposition of:
Inapplicable
(iv) shared power to dispose or to direct the disposition
of:
1,177,578 shares*
* See Exhibit A
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [_]
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Exhibit A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit A
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
(a) Inapplicable
(b) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
<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.
February 27, 1998
-----------------
Date
/s/ Gilchrist B. Berg
---------------------
Gilchrist B. Berg
<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.
February 27, 1998
-----------------
Date
/s/ Robin P. Bradbury
---------------------
Robin P. Bradbury
<PAGE>
EXHIBIT A
This joint Schedule 13G is being filed pursuant to Rule 13d-1(c) and
13d-1(h) by the following individuals, who may be deemed members of a
group:
Gilchrist B. Berg
Robin P. Bradbury
Messrs. Berg and Bradbury are both principals of Water Street
Capital, Inc., which is engaged in the investment management business.
Of the shares reported by Mr. Berg on his cover page, all but 15,800
shares are owned by investment partnerships and managed accounts (which
partnerships and managed accounts collectively total less than 15) over
which Mr. Berg has sole voting and investment power, and the remaining
15,800 shares, over which Mr. Berg has sole voting and investment power,
are owned by Mr. Berg or members of his immediate family. The
partnerships, managed accounts and personal and family accounts through
which the shares shown on Mr. Berg's cover page are held are referred to
herein as the "Berg Accounts."
The shares reported by Mr. Bradbury on his cover page, over which he
has sole voting and investment power, consist of shares owned by Mr.
Bradbury or members of his immediate family. Such personal and family
accounts are referred to herein as the "Bradbury Accounts."
Any dividends on the shares in the Berg Accounts and the Bradbury
Accounts, and the proceeds from the sale of such shares, will be paid to
such accounts, based on the relative number of shares held in each.
Pursuant to Rule 13d-5(b), Messrs. Berg and Bradbury may be deemed to
have formed a group for the purpose of acquiring, holding and disposing of
securities of the issuer inasmuch as they anticipate that investments in
or dispositions of the Common Stock may be made by the Berg Accounts and
the Bradbury Accounts together. Accordingly, Mr. Berg may be deemed (but
disclaims) to be the beneficial owner of the shares held in the Bradbury
Accounts, and Mr. Bradbury may be deemed (but disclaims) to be the
beneficial owner of shares held in the Berg Accounts.
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of this Schedule 13G with
respect to the Common Stock of Buckeye Technologies, Inc. and
further agree that this joint filing agreement be included as an
exhibit to such joint filing.
Date: February 27, 1998
/s/ Gilchrist B. Berg
---------------------
Gilchrist B. Berg
/s/ Robin P. Bradbury
---------------------
Robin P. Bradbury
