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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, 2000
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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, 2000 and 1999
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<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Financial Statements
and Supplemental Schedules
For the Year Ended June 30, 2000
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Contents
Page
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 5-8
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at End of Year 9
Schedule of Reportable Transactions 10
<PAGE>
Independent Auditor's Report
To the Buckeye Investment Committee
Buckeye Retirement Plus Savings Plan
Memphis, Tennessee
We have audited the accompanying statements of net assets available for benefits
of Buckeye Retirement Plus Savings Plan as of June 30, 2000 and 1999, and the
related statements of changes in net assets available for benefits for the years
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 audits.
We conducted our audits 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 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 Buckeye
Retirement Plus Savings Plan at June 30, 2000 and 1999, and the changes in its
net assets available for benefits for the years 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, 2000 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.
Thompson Dunavant PLC
Certified Public Accountants
December 15, 2000
Memphis, Tennessee
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Net Assets Available for Benefits
June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Assets
Investments
Buckeye Master Trust
Mutual funds $ 32,412,280 $ 30,067,090
Common stock of Buckeye Technologies Inc. 23,898,562 13,689,991
Loans to participants 327,835 416,237
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56,638,677 44,173,318
Receivables
Participant contributions 39,247 106,833
Employer contributions 2,111,894 2,236,304
------------ ------------
2,151,141 2,343,137
------------ ------------
Net assets available for benefits $ 58,789,818 $ 46,516,455
============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair value
of investments $ 6,043,875 $ (4,525,285)
Interest and dividends 2,080,615 1,802,031
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8,124,490 (2,723,254)
Contributions
Participants 3,524,654 3,411,286
Employer 2,871,894 2,761,304
Transfer from other plan - 6,255,905
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6,396,548 12,428,495
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Total additions 14,521,038 9,705,241
Deductions from net assets attributed to:
Benefits paid to participants 2,215,055 1,876,026
Administrative expenses 32,620 32,511
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Total deductions 2,247,675 1,908,537
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Net increase in net assets 12,273,363 7,796,704
Net assets available for benefits
Beginning of year 46,516,455 38,719,751
----------- -----------
End of year $ 58,789,818 $ 46,516,455
=========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements
June 30, 2000 and 1999
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
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 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.
-5-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2000 and 1999
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.
Reclassifications
Certain reclassifications have been made to the 1999 financial statements in
order to conform to the June 30, 2000 presentation.
Note 3 - Investments
At June 30, 2000 and 1999, the Plan's investment assets were held in a trust
account by Fidelity Management Trust Company and consist of an interest in the
Buckeye Master Trust. The Master Trust also includes the investment assets of
Buckeye Retirement Plan. The Master Trust was composed of the common stock of
Buckeye Technologies Inc., interests in ten mutual funds and participant loans
at June 30, 2000 and 1999.
-6-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2000 and 1999
Note 3 - Investments (continued)
The Plan allows participants to direct varying portions of their voluntary
contributions into 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, Alger Capital Appreciation 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.
The net investment income of the Master Trust for the years ended June 30, 2000
and 1999 is summarized as follows:
2000 1999
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Interest and dividends $ 3,693,272 $ 3,225,848
Net appreciation (depreciation)
in fair value of investments 8,903,121 (6,101,311)
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$ 12,596,393 $ (2,875,463)
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The Plan's interest in the Master Trust as a percentage of net assets of the
Master Trust was 59.3% and 58.7% at June 30, 2000 and 1999, respectively.
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:
2000 1999
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Net assets:
Common stock of Buckeye Technologies Inc. $ 16,587,472 $ 9,097,740
Changes in net assets:
Net appreciation (depreciation) in fair
value of investments 5,090,085 (2,948,793)
Interest and dividends - -
Contributions 2,871,894 2,761,304
Benefits paid to participants (471,348) (242,218)
Administrative expenses (899) (834)
-7-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2000 and 1999
Note 5 - Loans to participants
The loans to participants were transferred with the net assets of the Alpha
Cellulose Corporation Cash Option Thrift Plan on July 1, 1998. 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, 2000, 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 $4,974,987 and sold $1,717,235 of the Plan Sponsor's common
stock during the year ended June 30, 2000. The stock held by the Plan at June
30, 2000 and 1999 had a market value of $23,898,562 and $13,689,991,
respectively.
Plan investments include interests in certain investment accounts managed by
Fidelity Investments Institutional Operations Company, Inc. as of June 30, 2000
and 1999. An affiliate of Fidelity Investments Institutional Operations Company,
Inc. is the trustee as defined by the Plan and therefore, these investments and
related investment transactions qualify as party-in-interest. Fees paid to
Fidelity totaled $32,620 and $32,511 for the years ended June 30, 2000 and 1999,
respectively.
The Company provides the Plan with certain management and administrative
services for which no fees are charged.
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, 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.
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 41% of the Plan's net assets available for benefits as
of June 30, 2000. 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.
-8-
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Schedule of Assets Held for Investment
Purposes at End of Year
EIN: 62-1518973 / Plan Number: 001
June 30, 2000
<TABLE>
<CAPTION>
Current
(a) (b)(c) Identity of Issue/Description (d) Cost (e) Value
------- ------------------------------------------------------------------ ----------------- ---------------
<S> <C> <C> <C>
Buckeye Master Trust
Mutual funds
* Fidelity Growth & Income Fund $ ** $ 13,651,181
* Spartan U.S. Equity Index Fund ** 7,291,185
Alger Capital Appreciation Fund ** 2,451,134
* Fidelity Puritan Fund ** 2,050,554
PIMCO Capital Appreciation Fund ** 1,839,791
MAS Value Adviser Fund ** 1,704,070
* Fidelity Retirement Money Market Portfolio ** 1,368,570
* Fidelity Diversified International Fund ** 976,908
NB Genesis Trust Fund ** 664,373
Strong Government Securities Fund ** 414,514
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32,412,280
* Buckeye Technologies Inc. common stock 17,892,983 23,898,562
Loans to participants, interest rates ranging
from 9.25% to 10% - 327,835
---------------- ------------
Total assets held for investment purposes at end of year $ 17,892,983 $ 56,638,677
================ ===========
</TABLE>
* Represents a party-in-interest. ** Cost omitted for participant directed
investments.
-9-
<PAGE>
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Schedule of Reportable Transactions
EIN: 62-1518973 / Plan Number: 001
For the Year Ended June 30, 2000
Individual security transactions in excess of 5% of Plan assets
<TABLE>
<CAPTION>
Current
Original Value on
Identity of Description Purchase Selling Cost of Transaction Net Gain
(a) Party Involved of Asset (c) Price (d) Price (g) Asset (h) Date (i) (Loss)
------------------------- -------------- ----------- ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Buckeye Technologies Inc. Common stock $2,761,304 $ - $2,761,304 $2,761,304 $ -
common stock
Bucheye Technologies Inc. Common stock - 2,761,304 2,761,304 2,761,304 -
common stock
</TABLE>
Series of security transactions in excess of 5% of Plan assets
<TABLE>
<CAPTION>
Current
Original Value on
Identity of Purchase Selling Cost of Transaction Net Gain
(a) Party Involved Description of Asset (c) Price (d) Price (g) Asset (h) Date (i) (Loss)
------------------------- --------------------- -------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Buckeye Technologies Inc. Common stock
common stock (24 purchases) 6,023,101 - 6,023,101 6,023,101 -
Buckeye Technologies Inc. Common stock
common stock (63 sales) - 3,495,501 3,465,792 3,495,501 29,709
</TABLE>
-10-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Plans for Buckeye Technologies Inc. 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/ GAYLE L. POWELSON
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Gayle L. Powelson, Senior Vice President and Chief Financial Officer
Date: December 22, 2000
