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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 year ended June 30, 1999
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Commission file number: 33-60032
Buckeye Retirement Plus Savings Plan
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Buckeye Technologies Inc.
1001 Tillman Street, Memphis, TN 38112
901-320-8100
Plan Number 001
Internal Revenue Service -- Employer Identification No. 62-1518973
June 30, 1999 and 1998
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Financial Statements
and Supplemental Schedules
For the Year Ended June 30, 1999
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Contents
Independent Auditor's Report 2
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-9
Supplemental Schedules
Item 27(a) - Schedule G, Part I - Schedule of Assets Held
for Investment Purposes 10
Item 27(d) - Schedule G, Part V - Schedule of Reportable
Transactions 11
<PAGE>
Independent Auditor's Report
To the Buckeye Investment Committee
Buckeye Retirement Plus Savings Plan
Memphis, Tennessee
We have audited the accompanying statement of net assets available for benefits
of Buckeye Retirement Plus Savings Plan as of June 30, 1999, and the related
statement of changes in net assets available for benefits for the year then
ended. 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 audit. The financial statements and supplemental
schedules as of June 30, 1998 and for the year then ended were reported on by
other auditors, whose report dated December 14, 1998 expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those 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 audit provides 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 Buckeye
Retirement Plus Savings Plan at June 30, 1999, and the changes in its net assets
available for benefits for the year then ended in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of June 30, 1999 and supplemental schedule of
reportable transactions for the year then ended are presented for the purpose 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 basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
December 13, 1999
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Net Assets Available for Benefits
June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ -----------
Assets
<S> <C> <C>
Investments (notes 2, 3, 4 and 5)
Fidelity Retirement Money Market Portfolio $ 1,241,799 $ 558,594
Strong Government Securities Fund 440,131 333,084
Fidelity Puritan Fund 2,060,474 1,768,294
Dodge & Cox Balanced Fund 254,147 23,999
Spartan U.S. Equity Index Fund 5,910,358 3,951,974
MAS Value Adviser Fund 3,299,782 3,809,392
Fidelity Growth & Income Fund 14,241,053 8,652,170
NB Genesis Trust Fund 1,027,615 176,734
PIMCO Capital Appreciation Fund 1,403,673 264,227
Fidelity Diversified International Fund 188,058 52,224
Common stock of Buckeye Technologies Inc. 13,689,991 16,390,662
Loans to participants 416,237 -
---------- -----------
44,173,318 35,981,354
Receivables (note 1)
Participant contributions 106,833 185,526
Employer contributions 2,236,304 2,533,838
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2,343,137 2,719,364
Cash - 19,033
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Net assets available for benefits $ 46,516,455 $ 38,719,751
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</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income (notes 2, 3, 4 and 5)
Net appreciation (depreciation) in fair value
of investments $ (4,525,285) $ 6,845,404
Interest and dividends 1,802,031 733,069
(2,723,254) 7,578,473
Contributions (note 1)
Participants 3,411,286 2,980,208
Employer 2,761,304 2,533,838
Transfer from other plan 6,255,905 -
12,428,495 5,514,046
Total additions 9,705,241 13,092,519
Deductions from net assets attributed to:
Benefits paid to participants (notes 1 and 2) 1,876,026 1,206,870
Administrative expenses (note 6) 32,511 42,992
Total deductions 1,908,537 1,249,862
Net increase in net assets 7,796,704 11,842,657
Net assets available for benefits
Beginning of year 38,719,751 26,877,094
----------- -----------
End of year $ 46,516,455 $ 38,719,751
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</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements
June 30, 1999 and 1998
Note 1 - Description of Plan
The following description of Buckeye Retirement Plus Savings Plan provides only
general information. Readers should refer to the Plan Agreement for a more
complete description of the Plan's provisions.
General
The Buckeye Retirement Plus Savings Plan (the "Plan") is a contributory defined
contribution plan covering all full-time salaried and hourly employees of
Buckeye Technologies Inc. and its wholly owned subsidiaries Buckeye Florida,
Limited Partnership; Buckeye Florida Corporation; and Buckeye Lumberton Inc.
(collectively the "Company"). 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). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective July 1, 1998, all full-time salaried and hourly employees of Buckeye
Lumberton Inc. became eligible for the Plan. The total net assets of the Alpha
Cellulose Corporation Cash Option Thrift Plan, approximately $6.3 million, were
merged with the Plan on July 1, 1998.
Contributions
Participants - Participants may defer up to 10% of their annual compensation and
may also contribute a portion or all of incentive compensation subject to
Internal Revenue Service limitations.
Company - The Company will contribute a percentage of each participants' annual
compensation as defined in the Plan Agreement provided the participant is
employed on the last day of the plan year. As required by the Plan, subsequent
to June 30, 1996 all Company contributions are invested in the Buckeye
Technologies Inc. common stock fund.
Participant accounts
Each participant's account is credited with the participant's contribution, and
an allocation of the employer's contribution made on their behalf plus a
proportionate interest in the investment earnings of the funds in which the
contributions are invested. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in all contributions plus earnings thereon.
Payment of benefits
Participants may choose to receive account distributions either in the form of a
lump sum payment or installments over a period of time as defined in the Plan
Agreement. However, if the participant's vested balance does not exceed $5,000,
the Plan may distribute funds in the form of a lump sum payment without the
consent of the participant.
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 1999 and 1998
Note 1 - Description of Plan (continued)
Plan termination
Although it has not expressed any intent to do so, the Company has the right to
modify or terminate the Plan at any time subject to the provisions of ERISA and
the Plan Agreement.
Note 2 - Summary of significant accounting policies
Investments
Investments are stated at fair value and represent the Plan's share of the
market value of fund holdings or are based upon quoted market prices. Purchases
and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend
date.
Benefit payments
Benefit payments to participants are recorded upon distribution.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions which affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Note 3 - Investments
The Plan allows participants to invest varying portions of their account
balances in eleven different investment options which include the common stock
of Buckeye Technologies Inc. and ten different investment programs offered by
Fidelity Investments. The ten programs offered by Fidelity Investments include
Fidelity Retirement Money Market Portfolio, Strong Government Securities Fund,
Fidelity Puritan Fund, Dodge & Cox Balanced Fund, Spartan U.S. Equity Index
Fund, MAS Value Adviser Fund, Fidelity Growth & Income Fund, NB Genesis Trust
Fund, PIMCO Capital Appreciation Fund and the Fidelity Diversified International
Fund. All Plan assets are held by Fidelity Management Trust Company.
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 1999 and 1998
Note 3 - Investments (continued)
The fair value of individual investments which represent five percent or more of
the Plan's net assets as of June 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Spartan U.S. Equity Index Fund $ 5,910,358 $ 3,951,974
MAS Value Adviser Fund 3,299,782 3,809,392
Fidelity Growth & Income Fund 14,241,053 8,652,170
Common stock of Buckeye Technologies Inc. 13,689,991 16,390,662
During 1999 and 1998, the Plan's investments (including investments bought, sold
and held during the year) appreciated (depreciated) in value as follows:
1999 1998
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Strong Government Securities Fund $ (24,439) $ -
Fidelity Puritan Fund 1,716 -
Dodge & Cox Balanced Fund 21,252 86,359
Spartan U.S. Equity Index Fund 947,218 483,286
MAS Value Adviser Fund (478,658) 9,808
Fidelity Growth & Income Fund 1,372,909 1,114,073
NB Genesis Trust Fund (55,948) -
PIMCO Capital Appreciation Fund 32,831 -
Fidelity Diversified International Fund 18,968 -
Common stock of Buckeye Technologies Inc. (6,361,134) 4,248,248
Vanguard Institutional Index Fund - 254,733
Janus Fund, Inc. - 536,302
Other - 112,595
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$ (4,525,285) $ 6,845,404
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Note 4 - Nonparticipant-directed investments
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
1999 1998
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Net assets:
Common stock of Buckeye Technologies Inc. $ 9,097,740 $ 9,528,281
</TABLE>
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 1999 and 1998
Note 4 - Non-participant directed investments (continued)
<TABLE>
<CAPTION>
1999 1998
------------- ------------
<S> <C> <C>
Changes in net assets:
Net appreciation (depreciation) in fair
value of investments (2,948,793) 1,847,799
Interest and dividends - 3,009
Contributions 2,761,304 2,533,838
Benefits paid to participants (242,218) (200,235)
Administrative expenses (834) (112)
Transfers to participant directed investments - (109,298)
</TABLE>
Note 5 - Loans to participants
The loans to participants were transferred with the Alpha Cellulose Corporation
Cash Option Thrift Plan. New loans are not provided for in the Plan Agreement.
The loans are secured by the balance in the participant's account and retained
the existing repayment period and interest rate. As of June 30, 1999, interest
rates on loans to participants ranged from 9.25% to 10.0%. Principal and
interest is repaid ratably through payroll deductions.
Note 6 - Related party transactions
The Plan purchased $4,680,213 and sold $1,019,748 of the Plan Sponsor's common
stock during the year ended June 30, 1999. The stock held by the Plan at June
30, 1999 and 1998 had a market value of $13,689,991 and $16,390,662,
respectively.
Plan investments include interests in investment accounts managed by Fidelity
Investments Institutional Operations Company, Inc. as of June 30, 1999 and 1998.
An affiliate of Fidelity Investments Institutional Operations Company, Inc. is
the trustee as defined by the Plan and therefore, these investments and
investment transactions qualify as party-in-interest. Fees paid to Fidelity
totaled $32,511 and $42,992 for the years ended June 30, 1999 and 1998,
respectively.
The Company provides the Plan with certain management and administrative
services for which no fees are charged.
-8-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 1999 and 1998
Note 7 - Tax status
The Plan has received a determination letter from the Internal Revenue Service
stating that the Plan qualifies under the appropriate sections of the Internal
Revenue Code (IRC), and is, therefore, not subject to tax under present income
tax law. The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, they believe that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
Note 8 - Concentration of market risk
The Plan has invested a significant portion of its assets in Buckeye
Technologies Inc. common stock. This investment in Buckeye Technologies Inc.
common stock approximates 29% of the Plan's net assets available for benefits as
of June 30, 1999. As a result of this concentration, any significant reduction
in the market value of this stock could adversely affect individual participant
accounts and the net assets of the Plan.
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<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Item 27(a) - Schedule G, Part I - Schedule of Assets
Held for Investment Purposes
EIN: 62-1518973 / Plan Number: 001
June 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
Current
(a) (b)(c) Identity of Issue/Description (d) Cost (e) Value
---------- ----------
* Fidelity Retirement Money Market Portfolio $ 1,241,799 $ 1,241,799
Strong Government Securities Fund 448,476 440,131
* Fidelity Puritan Fund 1,960,340 2,060,474
Dodge & Cox Balanced Fund 232,137 254,147
* Spartan U.S. Equity Index Fund 4,599,724 5,910,358
MAS Value Adviser Fund 3,286,851 3,299,782
* Fidelity Growth & Income Fund 11,838,735 14,241,053
NB Genesis Trust Fund 1,054,378 1,027,615
PIMCO Capital Appreciation Fund 1,336,001 1,403,673
* Fidelity Diversified International Fund 167,047 188,058
* Buckeye Technologies Inc. common stock 14,335,231 13,689,991
Loans to participants, interest rates ranging
from 9.25% to 10% - 416,237
---------- ----------
Total assets held for investment purposes $40,500,719 $44,173,318
========== ==========
</TABLE>
* Represents a party-in-interest.
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Item 27(d) - Schedule G, Part V - Schedule of
Reportable Transactions
EIN: 62-1518973 / Plan Number: 001
For the Year Ended June 30, 1999
<TABLE>
<CAPTION>
Current
Value on
Indentity of Purchase Selling Cost of Transaction Net Gain
(a) Party Involved Description of Asset (c)Price (d)Pricee (g) Asset (h) Date (i) Loss
- --------------------------- -------------------- ------------ ----------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
MAS Value Adviser Fund Mutual fund
(138 purchases) $ 1,189,823 $ - $ 1,189,823 $ 1,189,823 $ -
MAS Value Adviser Fund Mutual fund
(103 sales) - 1,220,774 1,296,847 1,220,774 (76,073)
Buckeye Technologies Inc. Common stock
(118 purchases) 4,680,213 - 4,680,213 4,680,213 -
Buckeye Technologies Inc. Common stock
(70 sales) - 1,019,748 1,040,509 1,019,748 (20,761)
Fidelity Growth and Income Fund Mutual fund
(172 purchases) 6,187,734 - 6,187,734 6,187,734 -
Fidelity Growth and Income Fund Mutual fund
(93 sales) - 1,971,760 1,906,333 1,971,760 65,427
Spartan U.S. Equity Index Fund Mutual fund
(158 purchases) 1,487,740 - 1,487,740 1,487,740 -
Spartan U.S. Equity Index Fund Mutual fund
(64 sales) - 476,574 411,884 476,574 64,690
Fidelity Retirement Money Market Portfolio Mutual fund
(122 purchases) 2,007,593 - 2,007,593 2,007,593 -
Fidelity Retirement Money Market Portfolio Mutual fund
(83 sales) - 1,324,343 1,324,343 1,324,343 -
</TABLE>
-11-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Plan Committee of the Employee Retirement Plans for Buckeye
Technologies Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Buckeye retirement Plus Savings Plan
By: /S/ DAVID H. WHITCOMB
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David H. Whitcomb, Senior Vice President, Finance and Accounting
Date: December 17, 1999
<PAGE>
BUCKEKE RETIREMENT PLUS SAVINGS 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 33-80865) pertaining to the Buckeye Retirement Plus Savings Plan of
our report dated December 15, 1999 with respect to the financial statements and
schedules of the Buckeye Retirement Plus Savings Plan included in this Annual
Report (Form 11-K) for the year ended June 30, 1999.
/S/ THOMPSON DUNAVANT PLC
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Thompson Dunavant PLC
Memphis, Tennessee
December 17, 1999
