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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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Commission file number: 33-60032
Buckeye Technologies Inc.
incorporated pursuant to the Laws of Delaware
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Internal Revenue Service -- Employer Identification No. 62-1518973
1001 Tillman Street, Memphis, TN 38112
901-320-8100
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No ____
As of May 6, 1999, there were outstanding 35,379,736 Common Shares of the
Registrant.
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Pursuant to the requirements of Section 13 or 15(d) 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 Technologies Inc.
By: /s/ DAVID B. FERRARO
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David B. Ferraro, Director, President, and Chief Operating Officer
Date: May 12, 1999
By: /s/ DAVID H. WHITCOMB
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David H. Whitcomb, Sr. Vice President, Finance and Accounting
Date: May 12, 1999
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EXHIBIT 10.1
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AMENDMENT NO. 1
TO
TIMBERLANDS AGREEMENT
THIS AMENDMENT NO. 1 TO TIMBERLANDS AGREEMENT is entered into
as of the 1st day of January, 1999 by and between Buckeye Florida, Limited
Partnership, a Delaware limited partnership ("Buyer"), and Foley Timber and
Land Company, Limited Partnership, a Delaware limited partnership ("Seller").
RECITALS
A. Buyer and The Procter & Gamble Cellulose Corporation
("P&G") entered into a Timberlands Agreement dated March 16, 1993 (the
"Agreement") under which Buyer agreed to purchase certain Slash Pine Timber
from P&G. Unless otherwise provided herein, all capitalized terms used in this
Amendment shall have the respective meanings set forth in the Agreement.
B. Seller acquired from P&G the Florida Timberlands through
the purchase of substantially all of the Florida Timberlands owned by P&G on
July 12, 1994 and the June 30, 1998 assignment by P&G to Seller of certain
leases for certain additional Florida Timberlands. In connection with such
transactions, P&G also assigned to Seller its rights under the Agreement. The
June 30, 1998 assignment was evidenced by an Assignment and Assumption of
Timberlands Leases, Timberlands Agreement and Related Agreements dated as of
June 30, 1998 and entered into by P&G, The Procter and Gamble Company and
Seller.
C. Seller and Buyer desire to enter into this Amendment to amend the
Agreement in certain respects in order to, among other things, (i) reflect
the addition of certain additional land to be subject to the Agreement, (ii)
eliminate from the Agreement the concept of Withheld Acreage and to
subject the lands now held by Seller which were previously designated Withheld
Acreage to the provisions of the Agreement as Available Harvest Acreage, (iii)
amend the timber harvest schedule set forth in Exhibit A of the Agreement, (iv)
extend the term of the Agreement through December 31, 2010, and (v) eliminate
the provisions of the Agreement permitting the reset of stumpage prices to
reflect prices set forth in a Survey of average stumpage prices.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing covenants and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Amendment of the Agreement. The Agreement is hereby amended in
the following respects from and after January 1, 1999, effective on and as of
such date:
(a) Deleted Definitions. The following capitalized terms and their
respective definitions are hereby deleted in their entirety from Section 1 of
the Agreement: "Deposit," "Extension Notice," "Extension Period," "Foley Wood
Procurement Area,"
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"Harvestable Withheld Acreage," "Option Amount," "Purchase Commitment
Percentage," "Reserve Notice," "Reserved Timber Harvest Units," "Significant
Timberland Owner," "Withheld Acreage" and "Withheld Acreage Percentage."
(b) Amended Definitions. The following definitions set forth in
Section I of the Agreement are hereby amended to read in their entirety as
follows:
Available Harvest For each Contract Year from 1999 through the
Acreage: expiration of the Contract Period, the Timber
Harvest Units available for harvest from the
Florida Timberlands, as set forth on Exhibits
A-7 through A-18 attached hereto, as amended.
Contract Period The period commencing at the Closing Date and
ending on December 31, 2010.
Florida Timberlands All timberlands presently owned or leased or
subject to a reservation of timber rights by
Seller as of December 31, 1998 in the State of
Florida identified by the descriptions on the tax
rolls attached hereto as Exhibit C, as amended.
Index Price [Text Deleted]
Initial Price [Text Deleted]
Product Price With respect to each Product, for each Contract
Year, the stumpage price per ton derived by
multiplying (i) the Initial Price of such
Product, by (ii) the Adjustment Factor for such
Product.
Purchase Commitment For each Contract Year, the Available Harvest
Acreage for such Contract Year (in particular,
the Timber Harvest Units designated in the
column labeled "Purchase Commitment" on the
applicable Exhibit for such Contract Year from
Exhibits A-7 through A- 18, as amended).
Slash Pine Timber Planted or direct seeded slash pine trees (and
natural pine trees appearing among such trees and
within Stands of such trees) measuring at least
4.0" dbh outside the bark and containing not less
than a 16 foot length of merchantable timber to a
minimum 3.0" top dob.
(c) Amendment of Section 2. Section 2 of the Agreement is hereby
amended to read in its entirety as follows:
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"2. Basic Agreement
On the terms and subject to the conditions set forth in this
Agreement, for each Contract Year during the Contract Period, the
Timberland Owners shall sell to Buyer and Buyer shall purchase from
the Timberland Owners, the Slash Pine Timber located in each Timber
Harvest Unit making up the Purchase Commitment for such Contract
Year."
(d) Amendment of Section 3.B. Section 3 B. of the Agreement is
hereby amended by adding to the existing provisions thereof the following:
"Notwithstanding the foregoing, with respect to the Timber Harvest Units
designated as New Timber Harvest Units on Exhibit A-7, as amended, the
Timberland Owners may deliver the Timber Notices to Buyer for such New Timber
Harvest Units on or before February 28, 1999, and Buyer shall deliver a Timber
Notice Receipt to each Timberland Owner in response to each such Timber Notice
within 30 days after Buyer's receipt of such Timber Notice.
(e) Deletion of Section 6.D. Section 6.D. of the Agreement
entitled "Reset of Stumpage Prices" is hereby deleted in its entirety.
(f) Deletion of Section 8. Section 8 of the Agreement entitled
"Contract Period Extension" is hereby deleted in its entirety.
(g) Deletion of Section 9. Section 9 of the Agreement entitled
"Withheld Acreage" is hereby deleted in its entirety.
(h) Amendment of Section 10.C. Section 10.C. of the Agreement
is hereby amended to delete from the second sentence thereof the following
language: "(other than Withheld Acreage, which is addressed under Section 9B
above)."
(i) Amendment of Exhibits A-7 through A- 18. Exhibits A-7
through A- 18 of the Agreement are hereby amended in their entirety by
substituting therefor Exhibits A-7 through A- 18 attached to this Amendment,
each of which is incorporated herein by this reference.
(j) Amendment of Exhibit B. Exhibit B of the Agreement is
hereby amended by deleting therefrom that portion of Section 1 of Exhibit B
which relates to the mechanism for the reset of stumpage prices, i.e., all of
the provisions (including the example) appearing on the page designated page 64.
(k) Amendment of Exhibit C. Exhibit C of the Agreement is
hereby amended in its entirety by deleting Exhibits C-1 and C-2 and
substituting therefor Exhibit C attached to this Amendment, which is
incorporated herein by this reference.
(l) Amendment of Exhibit G. Exhibit G of the Agreement is
hereby amended in its entirety by deleting Exhibits G and substituting therefor
Exhibit G attached to this Amendment, which is incorporated herein by this
reference.
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(m) Deletion of Exhibit H. Exhibit H of the Agreement is hereby
deleted in its entirety.
(n) Deletion of Exhibit L. Exhibit L of the Agreement entitled
"Reset Stumpage Price Methodology" is hereby deleted in its entirety.
2. Agreement in Full Force and Effect. Except as otherwise amended
hereby the Agreement remains in full force and effect.
3. Representations and Warranties of the Parties. Each of the
parties represents and warrants to the other that:
(a) Organization and Good Standing. It is duly organized,
validly existing and in good standing under the laws of the state in which it
was organized, with full power to carry on its business as it is now and has
since its organization been conducted and to own, lease and operate its assets.
(b) Authorization of Agreement. It has all requisite power and
authority to enter into this Amendment. This Amendment has been duly executed
and delivered by it, has been effectively authorized by all necessary action,
of its general partner or otherwise, and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
(c) Amendment Not in Breach of Other Instruments. The execution,
delivery and performance of this Amendment by it and the consummation of the
transactions contemplated hereby will not result in a breach of any of the
terms and provisions of, or constitute a default under, or conflict with, any
other material contract, agreement, indenture or other instrument to which it
is a party or by which it is bound, its certificate or agreement of limited
partnership, or any judgement, decree, order or award of any court, governmental
body or arbitrator, or any law, rule or regulation applicable to it.
(d) Consents. No notice to, filing with, or approval or consent
of, any court, governmental or regulatory agency or body or third party is
required in order to permit the execution, delivery or performance of this
Amendment or the consummation of the transactions contemplated hereby.
4. Other Timberland Owners. The parties hereto acknowledge that
(a) certain of the Florida Timberlands are owned by third parties,
although Seller has reserved the right to harvest, among other timber, all
timber on such Florida Timberlands which is subject to the Agreement and
included in any of the Timber Harvest Units, (b) such third parties are not
parties to this Amendment, (c) the amendments to the Agreement effected by this
Amendment may not affect the limited rights and obligations of such third
parties under the Agreement. The parties agree that notwithstanding the
foregoing, this Amendment is intended to be binding on Buyer and Seller as it
relates to their respective obligations to each other with respect to the
Florida Timberlands, including the Florida Timberlands owned by such third
parties which are subject to rights reserved by Seller to harvest the timber
thereon.
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5. Miscellaneous Provisions. The provisions of the Agreement
relating to the interpretation of the Agreement, the resolution of disputes and
governing law shall apply to this Amendment and are hereby incorporated herein
by this reference.
IN) WITNESS WHEREOF, the parties hereto have entered into this
Amendment as of the date set forth above.
BUCKEYE FLORIDA, LIMITED PARTNERSHIP
By BUCKEYE FLORIDA CORPORATION
Its General Partner
By: /s/ D. B. Ferraro
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Title: President
FOLEY TIMBER AND LAND COMPANY,
LIMITED PARTNERSHIP
By FOLEY TIMBER COMPANY, INC.,
Its General Partner
By: /s/ Howard H. Leach
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Title: President
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