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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of Securities: Common Stock - $.01 par value
Exchanges on which Registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
8-1/2% Senior Subordinated Notes due 2005
9-1/4% Senior Subordinated Notes due 2008
8% Senior Subordinated Notes due 2010
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[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
As of September 13, 2000, the aggregate market value of the registrant's voting
shares held by non-affiliates was approximately $574,910,125.
As of September 13, 2000 there were outstanding 34,848,614 Common Shares of the
registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Buckeye Technologies Inc.'s 2000 Annual Report are incorporated by
reference into Part I and Part II. Portions of Buckeye Technologies Inc.'s 2000
Annual Proxy Statement are incorporated by reference into Part III.
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INDEX
BUCKEYE TECHNOLOGIES INC.
<TABLE>
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ITEM PAGE
PART I
<S> <C> <C>
1. Business.............................................................................. 2
2. Properties............................................................................ 6
3. Legal Proceedings..................................................................... 6
4. Submission of Matters to a Vote of Security Holders................................... 6
PART II
5. Market for the Registrant's Common Stock and Related Security Holder Matters.......... 7
6. Selected Financial Data............................................................... 7
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 7
7a. Market Risk Disclosure................................................................ 7
8. Financial Statements and Supplementary Data........................................... 7
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .................................................................... 7
PART III
10. Directors and Executive Officers of the Registrant.................................... 8
11. Executive Compensation................................................................ 10
12. Security Ownership of Certain Beneficial Owners and Management........................ 10
13. Certain Relationships and Related Transactions........................................ 10
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K....................... 11
OTHER
Signatures............................................................................ 14
</TABLE>
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PART I
ITEM 1. BUSINESS
GENERAL
Buckeye Technologies Inc. (the Company or Buckeye) is a leading
manufacturer and worldwide marketer of value-added cellulose-based specialty
products. The Company utilizes its expertise in polymer chemistry and its
state-of-the-art manufacturing facilities to develop and produce innovative
proprietary products for its customers. The Company sells its products to a
wide array of technically demanding niche markets in which its proprietary
products and commitment to customer technical service give it a competitive
advantage. Buckeye is the world's only manufacturer offering cellulose-based
specialty products made from both wood and cotton and utilizing both wetlaid
and airlaid technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors.
The Company believes that it has leading positions in most of the
high-end niche markets in which it competes. Buckeye's focus on niche specialty
cellulose markets has enabled it to maintain consistently strong sales growth
and stable operating margins, even during downturns in the commodity cellulose
markets.
In July 2000 (fiscal 2001), the Company announced its purchase of the
cotton cellulose business of Fibra, S.A. located in Americana, Brazil.
Additional information is incorporated herein by reference to Note 17,
Subsequent Event, to the Consolidated Financial Statements on page 40 of the
Company's 2000 Annual Report.
COMPANY HISTORY
The Company has participated in the cellulose-based specialty market
for over 75 years and has developed new uses for both wood and cotton based
cellulose products. On September 1, 1996, the Company acquired Alpha Cellulose
Holdings, Inc. whose primary business was the manufacture of specialty
cellulose at its facility in Lumberton, North Carolina. In July 1997, the
Company completed the acquisition of the common shares of Merfin International
Inc. Merfin was one of the leading manufacturers of airlaid nonwovens with
facilities located in Ireland, Canada and the United States. On October 1,
1999, the Company acquired essentially all of the assets of Walkisoft,
UPM-Kymmene's nonwovens business. The acquisition of Walkisoft adds
manufacturing facilities in Steinfurt, Germany and Gaston County, North
Carolina as well as engineering and research and development operations in
Finland. Further information on the acquisition of Walkisoft is incorporated
herein by reference to Note 2, Business Combination, to the Consolidated
Financial Statements, on page 32 of the Company's 2000 Annual Report.
The Company is incorporated in Delaware and its executive offices are
located at 1001 Tillman Street, Memphis, Tennessee. Its telephone number is
(901) 320-8100.
PRODUCTS
The Company is the only manufacturer offering cellulose-based
specialty products made from both wood and cotton utilizing both wetlaid and
airlaid technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors. The Company's
products can be broadly grouped into three categories: chemical cellulose,
customized paper cellulose, and absorbent products. Chemical cellulose is used
to impart purity, strength, and viscosity in the manufacture of diversified
products such as food casings, rayon filament and acetate plastics, as well as
thickeners for
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food, cosmetics and pharmaceuticals. Customized paper cellulose is used to
provide porosity, color permanence, and tear resistance in automotive air and
oil filters, premium letterhead, currency paper, and personal stationery.
Absorbent products are used to increase absorbency and fluid transport in
products such as disposable diapers, feminine hygiene products, adult
incontinence products and household wipes and mops. The Company combines its
expertise in specialty cellulose fibers with modern airlaid nonwoven technology
to produce absorbent composite structures for companies that globally market
consumer hygienic products.
Additional information is incorporated herein by reference to Note 11,
Segment Information, to the Consolidated Financial Statements on pages 37 and
38 of the Company's 2000 Annual Report.
RAW MATERIALS
Slash pine timber and cotton fiber are the principal raw materials
used in the manufacture of the Company's specialty cellulose and absorbent
cellulose products. They represent the largest components of the Company's
variable costs of production. The region surrounding Buckeye's plant located in
Perry, Florida (the Foley Plant) has a high concentration of slash pine timber,
which enables Buckeye to purchase adequate supplies of a species well suited to
its products at an attractive cost. In order to be better assured of a secure
source of wood at reasonable prices, the Company has entered into timber
purchase agreements. Additional information is incorporated herein by reference
to Note 13, Commitments, to the Consolidated Financial Statements, on page 38 of
the Company's 2000 Annual Report.
The Company purchases cotton fiber either directly from cottonseed oil
mills or indirectly through agents or brokers. The Memphis Plant is
strategically located in the Mississippi Valley, one of the largest cotton
fiber producing regions in the world. The Company purchases the majority of its
requirements of cotton fiber for the Memphis and Lumberton plants domestically.
The Glueckstadt plant purchases cotton fiber principally from suppliers in the
Middle East.
The cost of both slash pine timber and cotton fiber is subject to
market fluctuations caused by supply and demand factors beyond the Company's
control.
SALES AND CUSTOMERS
The Company's products are marketed and sold through a highly trained
and technically skilled in-house sales force. The Company maintains sales
offices in the U.S., Europe and Asia. The Company's worldwide sales are
diversified by geographic region as well as end-product application. Buckeye's
sales are distributed to customers in approximately 65 countries around the
world. The Company's fiscal 2000 sales reflect this geographic diversity, with
37% of sales in Europe, 36% in North America, 15% in Asia, 7% in South America
and 5% in other regions. Geographic segment data and product sales data is
included in Note 11, Segment Information, to the Consolidated Financial
Statements on pages 37-38 of the Company's 2000 Annual Report, and is
incorporated herein by reference.
The high-end, technically demanding specialty niches that Buckeye
serves require a higher level of sales and technical service support than do
commodity cellulose sales. Most of the Company's technically trained sales and
service engineers began their careers in the Company's manufacturing or product
development operations. These professionals work with customers in their plants
to design cellulose tailored precisely to their product needs and manufacturing
processes.
Procter & Gamble is the Company's largest customer, accounting for 31%
of the Company's fiscal 2000 gross sales. The Company and Procter & Gamble have
entered into a long-term Pulp Supply Agreement, which requires Procter & Gamble
to purchase specified amounts of the Company's fluff pulp annually through the
year 2002. Shipments of fluff pulp under the Pulp Supply Agreement are made to
Procter & Gamble affiliates worldwide, as directed by Procter & Gamble. The
pricing of the fluff pulp sold
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pursuant to the Pulp Supply Agreement in the calendar year 2000 is at the
higher of the contract formula price or market, and pricing in the calendar
years 2001 and 2002 will be at market. The formula price has three components:
(i) a specified provision to cover the Company's manufacturing costs and profit
margin (ii) a provision for escalation based on Consumer Price Index changes,
and (iii) a provision to adjust for all actual changes in the price of wood,
the major raw material component of the fluff pulp purchased under the
contract. Buckeye's next four largest customers in the aggregate account for
approximately 10% of gross sales. Additional information is incorporated herein
by reference to Note 10, Significant Customer, to the Consolidated Financial
Statements on page 37 of the Company's 2000 Annual Report.
Over 90% of the Company's worldwide sales are denominated in U.S.
dollars, and such sales are not subject to exchange rate fluctuations. The
Company's products are shipped by rail, truck and ocean carrier.
RESEARCH AND DEVELOPMENT
The Company's research and development activities focus on developing
new products, improving existing products, and enhancing process technologies
to further reduce costs and respond to environmental needs. The Company has a
history of innovation in specialty cellulose products. Buckeye has pilot plant
facilities in which to produce experimental products for qualification in
customers' plants and to support Buckeye's development efforts with a number of
leading consumer products companies and speed delivery of these breakthrough
products to the marketplace.
Research and development costs of $13.1 million, $10.9 million, and
$10.7 million were charged to expense as incurred for the years ended June 30,
2000, 1999 and 1998, respectively.
COMPETITION
Buckeye's competitors include the following: BBA Nonwovens (U.K.),
Concert Industries (Canada), Duni AB (Sweden), DuPont (U.S.), Fort James
(U.S.), Georgia-Pacific Corporation (U.S.), Havix (Japan), Honshu (Japan),
Hosposables (U.S.), International Paper Company (U.S.), Polymer Group Inc.
(U.S.), Rayonier, Inc. (U.S.), Sappi Limited (South Africa), Southern Cellulose
Products Inc. (U.S.), Spontex (U.K.), J.W. Suominen Oy (Finland), Tembec Inc.
(Canada), Western Pulp Limited Partnership (Canada), and Weyerhaeuser Company
(U.S.). Competition is based on product performance, technical service, and, to
a lesser extent, price. Southern Cellulose Products Inc. is owned by Archer
Daniels Midland, a subsidiary of which supplies cotton fibers to the Company.
INTELLECTUAL PROPERTY
The Company currently holds a number of U.S. and foreign patents, and
has several U.S. applications pending. Most of the Company's U.S. applications
have corresponding foreign applications in multiple countries. In addition, the
Company has access to royalty-free licenses for several U.S. and foreign
patents. On March 1, 2000, the Company purchased the Stac-Pac packaging
technology from Stac-Pac Technologies Inc. Stac-Pac is a proprietary system for
packaging low-density nonwoven materials in compressed cubical bales. The
Stac-Pac units reduce freight costs by nesting compactly in trucks and
containers. The Stac-Pac units also facilitate our customers feeding high-speed
production lines with a continuous flow of materials. Buckeye intends to
protect its patents and file applications for any future inventions that are
deemed to be important to its business operations.
INFLATION
The Company believes that inflation has not had a material effect on
its results of operations nor on its financial condition during recent periods.
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SEASONALITY
The Company's business has generally not been seasonal to any
significant extent.
EMPLOYEES
On June 30, 2000, the Company employed approximately 2,100 individuals
at its facilities in Memphis, Tennessee; Perry, Florida; Lumberton, King and
Gaston County, North Carolina; Savannah, Georgia; Glueckstadt and Steinfurt,
Germany; Delta, Canada; Cork, Ireland; and its sales offices in Europe and
Asia. Collective bargaining agreements are in place at the Foley Plant
(approximately 550 hourly employees) with the United Paper Workers
International Union, AFL-CIO, Local #1192; at the Memphis Plant (approximately
190 hourly employees) with the Local Union 910 Pulp and Processing Workers and
the Retail, Wholesale, and Department Store Union, AFL-CIO; and at the Delta
Plant (approximately 100 hourly employees) with the Communications, Energy and
Paper Workers Union of Canada, Local 433. The agreement for the Foley Plant
expires April 1, 2002. The agreement for the Memphis Plant expires March 18,
2003. The agreement for the Delta Plant expires June 30, 2003. A Works Council
provides employee representation for all non-management workers at the
Glueckstadt and Steinfurt Plants. The Lumberton, Cork, Gaston and King plants
are not unionized.
None of the Company's facilities have had labor disputes or work
stoppages in recent history. The Foley Plant has not experienced any work
stoppages due to labor disputes in over 25 years, and the Memphis Plant has not
experienced any work stoppages due to labor disputes in over 45 years. The
Company believes its relationship with its employees is very good.
ENVIRONMENTAL REGULATIONS AND LIABILITIES
The Company's operations are subject to extensive general and
industry-specific federal, state, local and foreign environmental laws and
regulations. The Company devotes significant resources to maintaining
compliance with such requirements. The Company expects that, due to the nature
of its operations, it will be subject to increasingly stringent environmental
requirements (including standards applicable to waste water discharges and air
emissions) and will continue to incur substantial costs to comply with such
requirements. Given the uncertainties associated with predicting the scope of
future requirements, there can be no assurance that the Company will not in the
future incur material environmental compliance costs or liabilities.
Additional information is incorporated herein by reference to Note 14,
Contingencies, to the Consolidated Financial Statements, on pages 38 and 39 of
the Company's 2000 Annual Report.
SAFE HARBOR PROVISIONS
This document contains various forward-looking statements and
information which is based on management's beliefs as well as assumptions made
by and information currently available to management. Statements in this
document which are not historical statements are forward-looking statements.
Such forward-looking statements are subject to certain risks and uncertainties,
including among other things, pricing fluctuations and worldwide economic
conditions; the Company's dependence on its largest customer, Procter & Gamble;
fluctuation in the costs of raw materials; competition; inability to predict
the scope of future environmental compliance costs or liabilities; and the
ability of the Company to obtain additional capital, maintain adequate cash
flow to service debt as well as meet operating needs. Should one or more of
these risks materialize, or should underlying assumptions prove incorrect,
actual results may differ materially from those anticipated, estimated or
projected.
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ITEM 2. PROPERTIES
Corporate Headquarters and Sales Offices. The Company's corporate
headquarters, research and development laboratories, and pilot plants are
located in Memphis, Tennessee. The Company owns the corporate headquarters, the
Memphis Plant, the Foley Plant, the Cork, Ireland Plant, the Lumberton Plant,
the Gaston County Plant, the Delta, Canada Plant, the Glueckstadt, Germany
Plant and the Steinfurt, Germany Plant. The Company leases buildings that house
the King, North Carolina Plant, the sales offices in Europe and Asia and
distribution facilities in Savannah, Georgia.
Memphis Plant. The Memphis Plant is located on an approximately
75-acre site adjacent to the headquarters complex. The Memphis Plant has
capacity of approximately 100,000 annual metric tons of cotton cellulose.
Foley Plant. The Foley Plant is located at Perry, Florida, on a 2,900
acre site. The Company also owns 13,000 acres of real property near the plant
site. The Foley Plant has capacity of approximately 480,000 annual metric tons
of wood cellulose.
Glueckstadt Plant. The Glueckstadt Plant is located in close proximity
to the Elbe River near Hamburg, Germany. The site is adjacent to the paper
plant of Steinbeis Temming Papier GmbH. Some utilities, including steam, power,
water and waste treatment, are shared between the plants pursuant to various
utility agreements. The Glueckstadt Plant has a capacity of approximately
50,000 annual metric tons and is the largest cotton cellulose plant in Europe.
Lumberton Plant. The Lumberton Plant, which is located in Lumberton,
North Carolina on an approximately 65-acre site, has a capacity of
approximately 50,000 annual metric tons of cotton cellulose.
Airlaid Plants. The Delta Plant has a total capacity of approximately
30,000 annual metric tons of airlaid nonwoven fabric from two production lines.
The Cork Plant has a capacity of approximately 15,000 annual metric tons of
airlaid nonwoven fabric from its existing single production line. The Steinfurt
Plant has a capacity of approximately 30,000 annual metric tons of airlaid
nonwoven fabric from two production lines. The Gaston Plant has a capacity of
approximately 12,000 annual metric tons of airlaid nonwoven fabric from its
existing single production line. The King Plant converts airlaid fabrics and
wetlaid paper into wipes, towels and tissues for industrial and commercial
uses.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain legal actions and claims arising in
the ordinary course of business. It is the opinion of management that such
litigation and claims will be resolved without material adverse effect on the
Company's financial position or results of operation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
Information on this item is set forth under the caption "Stockholder
Information" on page 44 in the Company's 2000 Annual Report and is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information on this item is set forth under the caption "Selected
Financial Data" on page 42 in the Company's 2000 Annual Report and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information on this item is set forth under the caption "Financial
Review" on pages 22-25 in the Company's 2000 Annual Report and is incorporated
herein by reference.
ITEM 7A. MARKET RISK DISCLOSURE
Information on this item is set forth under the caption "Financial
Review" on pages 23 and 24 in the Company's 2000 Annual Report and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are set forth on pages
26-40 in the Company's 2000 Annual Report and are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has had no changes in or disagreements with its
independent auditors.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions held by the executive officers of the
Company on September 15, 2000 are:
<TABLE>
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Elected to
Name Age Position Present Position
------------------------- --- -------------------------------------------------- ----------------
<S> <C> <C> <C>
Robert E. Cannon 70 Chairman of the Board, Chief Executive Officer and March 1993
Director
David B. Ferraro 62 President, Chief Operating Officer and Director March 1993
Charles S. Aiken 50 Sr. Vice President, Manufacturing-Nonwovens April 2000
Sheila Jordan Cunningham 48 Sr. Vice President, General Counsel and Secretary April 2000
Henry P. Doggrell 52 Sr. Vice President, Business Development July 1997
George B. Ellis 60 Sr. Vice President, Manufacturing-Specialty Cellulose July 1997
E. Allen Eppinger 62 Sr. Vice President, Manufacturing-Absorbent Products July 1997
William M. Handel 54 Sr. Vice President, Human Resources April 2000
Paul N. Horne 44 Sr. Vice President, Commercial-Specialty Cellulose July 1997
B. Jerry L. Huff 61 Sr. Vice President, Research & Development July 1997
Kristopher J. Matula 38 Sr. Vice President, Commercial-Absorbent Products July 1997
Gayle L. Powelson 41 Sr. Vice President, Finance & Accounting April 2000
</TABLE>
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Mr. Cannon has served as Chairman of the Board, Chief Executive
Officer and Director since March 1993. He had been an employee of
Procter & Gamble prior to the purchase of the assets by Buckeye since
1954.
Mr. Ferraro has served as President, Chief Operating Officer and
Director since March 1993. He had been an employee of Procter & Gamble
prior to the purchase of the assets by Buckeye since 1964.
Mr. Aiken has been Senior Vice President, Manufacturing-Nonwovens
since April 2000. He served as Vice President, Business Systems from
April 1998 to April 2000 and as Vice President, Foley Plant from June
1995 to April 1998. He had been an employee of Procter & Gamble prior
to the purchase of the assets by Buckeye since 1977.
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Ms. Cunningham has been Senior Vice President, General Counsel and
Secretary since April 2000. She served as Vice President, General
Counsel and Corporate Secretary from April 1998 to April 2000. She
served as Assistant General Counsel from March 1997 to April 1998.
Prior to joining the Company, she was a partner in the law firm of
Baker, Donelson, Bearman & Caldwell from 1988 to March 1997.
Mr. Doggrell has been Senior Vice President, Business Development
since July 1997. He served as Vice President, General Counsel and
Secretary from June 1996 to July 1997. Prior to joining the Company,
he was a partner in the law firm of Baker, Donelson, Bearman &
Caldwell from 1988 to May 1996.
Mr. Ellis has been Senior Vice President, Manufacturing-Specialty
Cellulose since July 1997. Mr. Ellis served as Vice President,
Manufacturing from March 1993 to July 1997. He had been an employee of
Procter & Gamble prior to the purchase of the assets by Buckeye since
1960.
Mr. Eppinger has been Senior Vice president, Manufacturing-Absorbent
Products since July 1997. He served as Vice President, Special
Projects from June 1995 to July 1997. He had been an employee of
Procter & Gamble prior to the purchase of the assets by Buckeye since
1960.
Mr. Handel has been Senior Vice President, Human Resources since April
2000. He served as Vice President, Human Resources from November 1995
to April 2000 and as Human Resources Manager from March 1993 to
November 1995. He had been an employee of Procter & Gamble prior to
the purchase of the assets by Buckeye since 1974.
Mr. Horne has been Senior Vice President, Commercial-Specialty
Cellulose since July 1997. He served as Vice President, North and
South American Sales from October 1995 to July 1997. He had been an
employee of Procter & Gamble prior to the purchase of the assets by
Buckeye since 1982.
Dr. Huff has been Senior Vice President, Research and Development
since July 1997. He served as Vice President, Product Development from
March 1993 to July 1997. He had been an employee of Procter & Gamble
prior to the purchase of the assets by Buckeye since 1961.
Mr. Matula has been Senior Vice President, Commercial-Absorbent
Products since July 1997. He served as Vice President, Corporate
Strategy from April 1996 to July 1997. Prior to joining Buckeye in
1994, he held various positions with Procter & Gamble and General
Electric.
Ms. Powelson has been Senior Vice President, Finance and Accounting
since April 2000. She served as Vice President Finance and Accounting
from April 1999 to April 2000 and as International Operations
Controller from February 1998 to April 1999. Prior to joining the
Company she served as Vice President and Controller of
TruGreen-ChemLawn, L.P. and as Chief Financial Officer and Vice
President of ACI America Holdings Inc., a subsidiary of BTR Nylex Ltd.
Additional information relating to Directors and Executive Officers is
incorporated herein by reference to pages 4 - 7 of the Company's 2000 Annual
Proxy Statement.
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ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is set forth on pages 10-12 of the
Company's 2000 Annual Proxy Statement and is incorporated herein by reference,
but does not include the "Report of the Compensation Committee on Executive
Compensation" on pages 12-13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to this item is set forth under the caption
"Buckeye Stock Ownership" on pages 8-9 in the Company's 2000 Annual Proxy
Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to this item is set forth under the caption
"Certain Transactions" on page 15 in the Company's 2000 Annual Proxy Statement
and is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
- The following report of independent auditors and financial
statements are incorporated by reference in Part II, Item 8:
- Consolidated Statements of Income -- For the years
ended June 30, 2000, 1999 and 1998
- Consolidated Balance Sheets -- June 30, 2000 and
1999
- Consolidated Statements of Stockholders' Equity --
For the years ended June 30, 2000, 1999 and 1998
- Consolidated Statements of Cash Flows-- For the
years ended June 30, 2000, 1999 and 1998
- Notes to Consolidated Financial Statements
- Report of Management
- Report of Independent Auditors
(2) Financial Statement Schedule
- Schedule II - Valuation and Qualifying Accounts. See page 13
of this document.
- All other financial statement schedules are omitted as the
information is not required or because the required
information is presented in the financial statements or the
notes thereto.
(3) Listing of Exhibits
3.1 Second Amended and Restated Certificate of Incorporation.(4)
3.1(a) Articles of Amendment to the Second Amended and Restated
Certificate of Incorporation of Registrant.(5)
3.2 Amended and Restated By-laws of the Registrant.
4.1 Indenture for 8 1/2% Senior Subordinated Notes due 2005,
dated November 28, 1995.(1)
4.2 Indenture for 9 1/4% Senior Subordinated Notes due 2008,
dated July 2, 1996.(2)
4.3 Indenture for 8% Senior Subordinated Notes due 2010, dated
June 11, 1998.(5)
10.1 Amended and Restated 1995 Management Stock Option Plan of the
Registrant.(6)
10.2 Second Amended and Restated 1995 Incentive and Nonqualified
Stock Option Plan for Management Employees of the Registrant.
10.3 Form of Management Stock Option Subscription Agreement.(6)
10.4 Form of Stock Option Subscription Agreement.(6)
10.5 Formula Plan for Non-Employee Directors.(2)
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10.6 Credit Agreement dated as of May 28, 1997 among the
Registrant, Fleet National Bank; SunTrust Bank, Central
Florida, N.A.; Toronto Dominion (Texas), Inc.; and the other
lenders party thereto.(3)
10.7 Amendment No. 1 to Timberlands Agreement dated January 1,
1999 by and between Buckeye Florida, Limited Partnership and
Foley Timber and Land Company. Certain portions of the
Agreement have been omitted pursuant to an Application for
Confidential Treatment dated October 30, 1995.(7)
10.8 Asset Purchase Agreement, dated October 1, 1999, between
Buckeye Technologies Inc., BKI Holdings Corporation, Buckeye
Mt. Holly LLC, Buckeye Finland Oy, BKI International Inc. and
UPM-Kymmene Corporation, Walkisoft Finland Oy, Walkisoft USA,
Inc., Walkisoft Denmark A/S.(8)
10.9 German Purchase Agreement between Buckeye Technologies Inc.,
Buckeye Steinfurt GmbH, Buckeye Holdings GmbH, Walkisoft
GmbH and UPM-Kymmene Oyj.(8)
12.1 Computation of Interest Coverage Ratio.
13.1 Buckeye Technologies Inc. 2000 Annual Report.
21.1 Subsidiaries of the Registrant.
23.0 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule. (For SEC use only)
------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-1, File No. 33-97836, as filed with the Securities and
Exchange Commission on October 6, 1995 and as amended on October 30,
1995 and November 21, 1995.
(2) Incorporated by reference to the Registrant's Registration Statement
on Form S-3 File No. 33-05139, as filed with the Securities and
Exchange Commission on June 4, 1996 and as amended on June 11, 1996
and June 27, 1996.
(3) Incorporated by reference to the Registrant's Current Report on Form
10-K dated June 30, 1997.
(4) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for quarterly period ended December 31, 1997.
(5) Incorporated by reference to the Registrant's Registration Statement
on Form S-4, file No. 333-59267, as filed with the Securities and
Exchange Commission on July 16, 1998.
(6) Incorporated by reference to the Registrant's Current Report on Form
10-K dated June 30, 1998.
(7) Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q/A for quarterly period ended March 31, 1999.
(8) Incorporated by reference to the Registrant's Current Report on Form
8-K dated October 13, 1999.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 2000.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
<TABLE>
<CAPTION>
Column B Column C Column D Column E
-------------------------------------------------------
Additions
----------
Balance Charged Balance
at to at
Beginning Costs (a) End
of and Deductions- of
Description Period Expenses -Describe Period
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
YEAR ENDED JUNE 30, 2000
Deducted from asset accounts:
Allowance for doubtful accounts ................................. $ 1,042 $ 177 $ -- $ 1,219
======== ====== ========= ========
YEAR ENDED JUNE 30, 1999
Deducted from asset accounts:
Allowance for doubtful accounts ................................. $ 1,174 $ 9 $ (141) $ 1,042
======== ====== ========= ========
YEAR ENDED JUNE 30, 1998
Deducted from asset accounts:
Allowance for doubtful accounts ................................. $ 1,322 $ 34 $ (182) $ 1,174
======== ====== ========= ========
</TABLE>
---------------
(a) Uncollectible accounts written off, net of recoveries.
13
<PAGE> 15
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/ Robert E. Cannon
-----------------------------------------------------------------------------
Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 15, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Robert E. Cannon
-----------------------------------------------------------------------------
Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 15, 2000
By: /s/ David B. Ferraro
-----------------------------------------------------------------------------
David B. Ferraro, Director, President and Chief Operating Officer
Date: September 15, 2000
By: /s/ Samuel M. Mencoff
-----------------------------------------------------------------------------
Samuel M. Mencoff, Director
Date: September 15, 2000
By: /s/ Harry J. Phillips
-----------------------------------------------------------------------------
Harry J. Phillips, Sr., Director
Date: September 15, 2000
By: /s/ Gayle L. Powelson
-----------------------------------------------------------------------------
Gayle L. Powelson, Senior Vice President, Finance and Accounting
Date: September 15, 2000
14
