<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BUCKEYE TECHNOLOGIES INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
BUCKEYE TECHNOLOGIES INC.
P.O. BOX 80407
1001 TILLMAN STREET
MEMPHIS, TENNESSEE 38108-0407
September 25, 2000
TO THE STOCKHOLDERS OF BUCKEYE TECHNOLOGIES INC.
You are cordially invited to attend the Annual Meeting of Stockholders
of Buckeye Technologies Inc. to be held on Thursday, November 2, 2000 at 5:00
p.m. Central Time, at the Memphis Brooks Museum of Art, Overton Park, 1924
Poplar Avenue, Memphis, Tennessee. At the meeting, you will be asked to consider
the matters described in the enclosed proxy statement.
In connection with the meeting, we are enclosing a notice of annual
meeting of stockholders, a proxy statement, and a form of proxy. We would
appreciate your completing the enclosed form of proxy so that your shares can be
voted in the event you are unable to attend the meeting. If you are present at
the meeting and want to vote your shares personally, your form of proxy will be
withheld from voting upon your request prior to balloting. We urge you to return
your proxy card to us in the enclosed, postage-prepaid envelope as soon as
possible, even if you plan to attend the meeting. Your vote is very important.
Detailed information relating to Buckeye's activities and operating
performance during fiscal 2000 is contained in our Annual Report to
Stockholders, which is being mailed to you with this proxy statement, but is not
a part of the proxy soliciting material. If you do not receive or have access to
the 2000 Annual Report, you may request a copy from Sondra A. Dowdell, Buckeye
Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee
38108-0407, (901) 320-8244. It is also available on our Internet site at
www.bkitech.com.
Very truly yours,
/s/ Robert E. Cannon
Robert E. Cannon
Chairman and Chief Executive Officer
<PAGE> 3
BUCKEYE TECHNOLOGIES INC.
P.O. BOX 80407
1001 TILLMAN STREET
MEMPHIS, TENNESSEE 38108-0407
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 2, 2000
The regular annual meeting of stockholders of Buckeye Technologies Inc.
will be held on Thursday, November 2, 2000 at 5:00 p.m., Central Time, at the
Memphis Brooks Museum of Art, Overton Park, 1924 Poplar Avenue, Memphis,
Tennessee, for the following purposes:
1. ELECTION OF DIRECTORS. To elect two Class II directors to
serve until the 2003 Annual Meeting of Stockholders;
2. RATIFICATION OF AUDITORS. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal 2001;
and
3. OTHER BUSINESS. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.
Only those stockholders of record at the close of business on September
14, 2000 are entitled to notice of, and to vote at, the annual meeting and any
adjournment thereof. On that day, 34,848,614 shares of common stock were
outstanding. Each share entitles the holder to one vote.
We have enclosed with this proxy statement a copy of our Annual Report
to Stockholders.
By Order of the Board of Directors
/s/ Sheila Jordan Cunningham
Sheila Jordan Cunningham
Senior Vice President, General Counsel and
Corporate Secretary
September 25, 2000
================================================================================
YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, AND DATE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
================================================================================
<PAGE> 4
BUCKEYE TECHNOLOGIES INC.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407
--------------------------------------------------------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
Your vote is very important. Whether or not you plan to attend the
annual meeting, the Board of Directors requests that you sign, date and return
the enclosed proxy card at your earliest convenience. This proxy statement, the
form of proxy and the Annual Report to Stockholders are being sent to you in
connection with this request and are being mailed to all stockholders beginning
on or about September 25, 2000.
--------------------------------------------------------------------------------
INFORMATION ABOUT THE ANNUAL MEETING
--------------------------------------------------------------------------------
DATE AND TIME OF THE MEETING
Thursday, November 2, 2000, 5:00 p.m. Central Time.
LOCATION OF THE MEETING
The Memphis Brooks Museum of Art, Overton Park, 1924 Poplar Avenue,
Memphis, Tennessee.
ITEMS TO BE VOTED UPON BY STOCKHOLDERS
You will be voting on the following matters:
1. ELECTION OF DIRECTORS. To elect two Class II directors to
serve until the 2003 Annual Meeting of Stockholders;
2. RATIFICATION OF AUDITORS. To ratify the selection of Ernst &
Young LLP as Buckeye's independent auditors for fiscal 2001;
and
3. OTHER BUSINESS. To transact such other business as may
properly come before the meeting or any adjournment of the
meeting.
STOCKHOLDERS ENTITLED TO VOTE
You are entitled to vote your common stock if our records show that you
held your shares as of the close of business on the record date, September 14,
2000. Each stockholder is entitled to one vote for each share of common stock
held on that date. On September 14, 2000, there were 34,848,614 shares of common
stock outstanding and entitled to vote. A list of stockholders entitled to vote
on matters at the annual meeting will be available at Buckeye's headquarters
beginning on or about September 25, 2000.
1
<PAGE> 5
VOTING BY PROXY
If you sign, date and return your signed proxy card before the annual
meeting, we will vote your shares as you direct. For the election of directors,
you may vote for (1) both of the nominees, (2) neither of the nominees, or (3)
one nominee but not the other. For each other item of business, you may vote
"FOR" or "AGAINST" or you may "ABSTAIN" from voting.
If you return your signed proxy card but do not specify how you want to
vote your shares, we will vote them
- "FOr" the election of both of our nominees for director; and
- "FOr" the ratification of Ernst & Young LLP as our independent
auditors.
If any matters other than those set forth above are properly brought
before the annual meeting, the individuals named in your proxy card may vote
your shares in accordance with their best judgment.
CHANGING OR REVOKING A PROXY
You can change or revoke your proxy at any time before it is voted at
the annual meeting by:
(1) submitting another proxy with a date more recent than the date
of the proxy first given;
(2) attending the annual meeting and voting in person; or
(3) sending written notice of revocation to our corporate
secretary, Sheila Jordan Cunningham.
VOTES REQUIRED
If a quorum is present at the annual meeting,
- the director nominees will be elected by a plurality of the
votes cast in person or by proxy at the meeting; and
- the approval of independent auditors and all other matters
submitted to the stockholders will require the affirmative
vote of a majority of the shares of common stock present or
represented by proxy at the meeting.
QUORUM
A majority of the outstanding shares, present or represented by proxy,
constitutes a quorum. A quorum is necessary to conduct business at the annual
meeting. Under Delaware law, stockholders who abstain from voting on a proposal
are treated as present and entitled to vote at the Annual Meeting and therefore
have the effect of a vote against the proposal. If shares of common stock are
held in the name of a broker, the failure of the broker to vote the shares is
treated as if the beneficial owner of such shares failed to vote such shares.
THE COST OF SOLICITING PROXIES
We will pay the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. In addition to solicitation by
mail, regular employees of Buckeye and paid solicitors may make solicitations
personally and by telephone or otherwise. We will, upon request, reimburse
brokerage firms, banks
2
<PAGE> 6
and others for their reasonable out-of-pocket expenses in forwarding proxy
material to beneficial owners of stock or otherwise in connection with this
solicitation of proxies.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
In accordance with Buckeye's By-laws, stockholders' proposals intended
to be presented at the 2001 Annual Meeting of Stockholders must be received in
writing by the Secretary of Buckeye not less than 60 days nor more than 90 days
prior to the 2001 Annual Meeting (which is expected to be held in November
2001), in the form set forth in the By-laws, for inclusion in the proxy
statement and form of proxy relating to that meeting.
3
<PAGE> 7
--------------------------------------------------------------------------------
THE PROPOSALS
--------------------------------------------------------------------------------
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with each class
elected for a three-year term. The Board has nominated the following two persons
to serve as Class II Directors: Red Cavaney and David B. Ferraro. We do not
anticipate that either nominee will be unavailable for election but, if such a
situation arises, the proxy will be voted in accordance with the best judgment
of the named proxies unless you have directed otherwise. The election of a
director requires the affirmative vote of a plurality of shares present or
represented by proxy at the meeting. The remaining members of the Board listed
below will continue as members of the Board until their respective terms expire,
as indicated below.
INFORMATION ABOUT THE TWO INDIVIDUALS NOMINATED AS DIRECTORS AND THE
REMAINING MEMBERS OF THE BOARD IS PROVIDED BELOW. SHARES OF COMMON STOCK
REPRESENTED BY PROXY CARDS RETURNED TO US WILL BE VOTED FOR THE NOMINEES LISTED
BELOW UNLESS YOU SPECIFY OTHERWISE.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
(TERMS EXPIRING 2003)
--------------------------------------------------------------------------------
Red Cavaney, age 57, has served as a director of Buckeye since 1996 and
as President, Chief Executive Officer and Director of the American Petroleum
Institute since October 1997. He was President, Chief Executive Officer and a
director of the American Plastics Council from 1994 to 1997 immediately
following service as President of the American Forest & Paper Association and
President of its predecessor, the American Paper Institute.
--------------------------------------------------------------------------------
David B. Ferraro, age 62, has served as President and Chief Operating
Officer of Buckeye since March 1993, the same year in which he first became a
director. He was Manager of Strategic Planning of The Procter & Gamble Company
from 1991 through 1992. He served as President of Buckeye Cellulose Corporation,
then a subsidiary of Procter & Gamble, from 1989 through 1991, as its Executive
Vice President and Manager of Commercial Operations from 1987 through 1989, and
as its Comptroller from 1973 through 1986. He joined Procter & Gamble in 1964.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES
LISTED ABOVE.
--------------------------------------------------------------------------------
4
<PAGE> 8
--------------------------------------------------------------------------------
INCUMBENT DIRECTORS -- CLASS I
(TERMS EXPIRING 2002)
--------------------------------------------------------------------------------
R. Howard Cannon, age 38, now serves as Vice President, Nonwovens
Sales, and previously served as Manager, Corporate Strategy since November 1999.
He has served as a director of Buckeye since 1996. Before assuming his current
position with Buckeye, he was President of Dryve, Inc., a company consisting of
33 dry cleaning operations, a position he had held since 1987. He is co-trustee
of the Cannon Family Trust. R. Howard Cannon is the son of Robert E. Cannon.
--------------------------------------------------------------------------------
Harry J. Phillips, Sr., age 70 and a Buckeye director since 1996, is
the former Chairman and Chief Executive Officer of Browning-Ferris Industries,
Inc. He is a director of National Commerce Bancorporation, RFS Hotel Investors,
Inc. and Morgan Keegan & Company, Inc.
--------------------------------------------------------------------------------
INCUMBENT DIRECTORS -- CLASS III
(TERMS EXPIRING 2001)
--------------------------------------------------------------------------------
Robert E. Cannon, age 70, has served as Chairman and Chief Executive
Officer of Buckeye since March 1993, the same year in which he became a
director. Before assuming his current position, he served as Dean of the College
of Management, Policy and International Affairs at the Georgia Institute of
Technology from 1991 through 1992, and Senior Vice President of Procter & Gamble
from 1989 to 1991. He was Group Vice President - Industrial Products of Procter
& Gamble, which included the operations of Buckeye Cellulose Corporation, then a
subsidiary of Procter & Gamble, from 1981 to 1989. He was President of the
subsidiary from 1971 through 1981.
--------------------------------------------------------------------------------
Henry F. Frigon, age 65, has been a director of Buckeye since 1996 and
a private investor and consultant since 1995. Since 1998 he has served as
Chairman and Chief Executive Officer of CARSTAR, Inc. He previously served as
Executive Vice President - Corporate Development and Strategy and Chief
Financial Officer of Hallmark Cards, Inc. from 1991 to 1995 and as President and
Chief Executive Officer of BATUS Inc. from 1983 to 1991. Mr. Frigon is a
director of H&R Block Inc., Dimon International Inc., Sypris Solutions Inc.,
Tuesday Morning Corporation and Packaging Corporation of America.
--------------------------------------------------------------------------------
Samuel M. Mencoff, age 44, was elected a director in 1993. He is
currently a Managing Director of Madison Dearborn Partners, Inc. where he had
served as Vice President since January 1993. He previously served as Vice
President of First Chicago Venture Capital from 1987 to 1993. Mr. Mencoff is a
director of Packaging Corporation of America, Bay State Paper Holding Company
and Riverwood International Corporation.
5
<PAGE> 9
--------------------------------------------------------------------------------
INFORMATION ABOUT THE BOARD OF DIRECTORS
--------------------------------------------------------------------------------
ROLE OF THE BOARD
Pursuant to Delaware law, our business, property and affairs are
managed under the direction of our Board of Directors. The Board has
responsibility for establishing broad corporate policies and for the overall
performance and direction of Buckeye Technologies Inc., but is not involved in
day-to-day operations. Members of the Board keep informed of our business by
participating in Board and committee meetings, by reviewing reports sent to them
regularly, and through discussions with our executive officers.
BOARD STRUCTURE
We currently have seven directors. Our Board is divided into three
groups, Class I Directors, Class II Directors, and Class III Directors. Each
class of directors is elected to serve a three-year term. This means that the
Class II directors who are elected at the 2000 meeting will serve until the 2003
annual meeting of stockholders unless they resign or are removed.
2000 BOARD MEETINGS
Buckeye's Board of Directors conducted six meetings (exclusive of
committee meetings) during fiscal 2000, and no director attended less than 75%
of the meetings held during the period.
BOARD COMMITTEES
The Board of Directors has an Audit Committee and a Compensation
Committee.
THE AUDIT COMMITTEE of the Board is composed of Messrs. Samuel M.
Mencoff, Chairman, Red Cavaney and Henry F. Frigon, all of whom are non-employee
directors of Buckeye. The Audit Committee met three times during fiscal year
2000 with representatives of Ernst & Young LLP, Buckeye's independent auditors,
and with the persons within Buckeye responsible for reviewing accounting,
control, auditing and financial reporting matters. The Audit Committee is
responsible, among other things, for
- recommending to the Board the firm of independent accountants
and auditors to be retained by Buckeye,
- approving the services rendered by the professional accounting
and auditing firm, and
- reviewing the scope of the annual audit and the reports and
recommendations submitted by the independent auditing firm.
THE COMPENSATION COMMITTEE of the Board is composed of Messrs. Harry J.
Phillips, Sr., Chairman, Samuel M. Mencoff and Henry F. Frigon, all of whom are
non-employee directors of Buckeye. The Compensation Committee met four times
during fiscal year 2000. The Compensation Committee is responsible for
establishing and administering Buckeye's executive compensation plan and
developing policies and guidelines for administering the plan.
6
<PAGE> 10
DIRECTOR COMPENSATION
Directors who are employees of Buckeye are not entitled to receive any
fees for serving as directors. However, non-employee directors receive
directors' fees in the amount of $20,000 per annum payable quarterly, in cash or
an equivalent amount of Buckeye's common stock, with the option provided to each
director to defer receipt of his fees and receive in lieu thereof, upon the
expiration of his tenure as a member of the Board, a cash payment equal to the
number of shares of common stock which could have been purchased on the open
market at the time of the deferral multiplied by the fair market value of the
common stock at the time of expiration of such director's tenure.
Also, pursuant to Buckeye's Stock Option Plan for Non-Employee
Directors, each of Messrs. R. Howard Cannon, Cavaney, Frigon, Mencoff and
Phillips has received a grant of options to acquire 50,000 shares of common
stock at the prevailing market price at the time of the grant. Messrs. Cavaney,
Frigon and Phillips received their stock option grants on May 20, 1996, Mr.
Mencoff received his stock option grant on September 4, 1996, and Mr. R. Howard
Cannon received his stock option grant on July 1, 1997. Options to acquire
10,000 of the 50,000 shares vested on the date of the grant and the remaining
options vest equally over the next four anniversary dates of the grant, provided
the optionee remains a director of Buckeye during such period. Mr. Mencoff has
contractually agreed to assign to Madison Dearborn Partners, L.P., an entity for
which Mr. Mencoff's employer serves as general partner, all rights to director's
fees and options to which he may be entitled as a director of Buckeye. All
directors are reimbursed for out-of-pocket expenses related to their services as
directors.
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent
accountants, to audit our financial statements for fiscal year 2001. We are
presenting this nomination to the stockholders for ratification at the annual
meeting. A representative of Ernst & Young LLP is expected to be present at the
meeting, will have the opportunity to make a statement, and is expected to be
available to respond to appropriate questions.
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS BUCKEYE'S
INDEPENDENT AUDITORS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY
OF THE SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS BUCKEYE'S INDEPENDENT AUDITORS FOR FISCAL
YEAR 2001.
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<PAGE> 11
--------------------------------------------------------------------------------
OTHER INFORMATION
--------------------------------------------------------------------------------
BUCKEYE STOCK OWNERSHIP
--------------------------------------------------------------------------------
Except as noted below, as of September 1, 2000, our records indicated
that the following number of shares were beneficially owned by (i) each person
known by Buckeye to beneficially own more than 5% of Buckeye's shares; (ii) each
director of Buckeye and each of the five most highly compensated executive
officers; and (iii) all directors and executive officers of Buckeye as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(1)
---- ------------ --------
<S> <C> <C>
(i) R. Howard Cannon, Co-Trustee(2)........................................ 6,418,220 18.4%
432 East Racquet Club Place
Memphis, Tennessee 38117
NewSouth Capital Management, Inc.(3)................................... 4,536,871 13.0%
1000 Ridgeway Loop Road, Suite 233
Memphis, Tennessee 38120-4023
Gilchrist Berg (4)..................................................... 2,516,356 7.2%
Robin Bradbury
Water Street Capital, Inc.
225 West Water Street, Suite 1987
Jacksonville, Florida 32202
(ii) Robert E. Cannon(5).................................................... 1,461,567 4.2%
R. Howard Cannon(2)(6)................................................. 6,459,396 18.6%
Red Cavaney(7)......................................................... 60,000 *
David B. Ferraro(8).................................................... 1,621,888 4.7%
Henry F. Frigon(7)..................................................... 54,000 *
Samuel M. Mencoff(7)................................................... 181,364 *
Harry J. Phillips, Sr.(7).............................................. 82,200 *
George B. Ellis(9)..................................................... 818,059 2.4%
Henry P. Doggrell(10).................................................. 534,499 1.5%
B. Jerry L. Huff(11)................................................... 353,276 1.0%
(iii) All Directors and Executive Officers as a group(12) (17 persons)....... 13,053,880 37.5%
</TABLE>
------------------
* Less than 1% of the issued and outstanding shares of common stock of
Buckeye.
(1) Unless otherwise indicated, beneficial ownership consists of sole
voting and investing power based on 34,802,614 shares issued and
outstanding as of September 1, 2000. Options to purchase an aggregate
of 2,231,000 shares are exercisable or become exercisable within 60
days of September 1, 2000. Such shares are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by
each person to whom a portion of such options relate but are not deemed
to be outstanding for the purpose of computing the percentage owned by
any other person.
(2) As of September 7, 2000, includes 6,418,220 shares held by the Cannon
Family Trust, R. Howard Cannon and Richard Prosser Guenther,
Co-Trustees.
(3) New South Capital Management, Inc. filed a Schedule 13G/A with the
Securities and Exchange Commission as of December 31, 1999, stating
that as an investment advisor, it had sole dispositive power of the
shares set forth herein, which constitute more than 5% of Buckeye's
common stock.
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<PAGE> 12
(4) Gilchrist Berg and Robin Bradbury, affiliates of Water Street Capital,
Inc., filed a Schedule 13G/A with the Securities and Exchange
Commission as of December 31, 1999, stating they have sole or shared
dispositive power of the shares set forth herein, which constitute more
than 5% of Buckeye's common stock.
(5) Includes 181,176 shares held by Kathryn Gracey Cannon, wife of Robert
E. Cannon, as to which Mr. Cannon disclaims beneficial ownership;
14,513 shares held in Buckeye's 401(k) and retirement plans; 16,329
shares of restricted stock issued pursuant to Buckeye's Restricted
Stock Plan; and 365,000 shares issuable upon the exercise of options.
(6) Includes 40,000 shares issuable upon the exercise of options granted
under Buckeye's stock option plan for non-employee directors.
(7) Includes 50,000 shares issuable upon the exercise of options granted
under Buckeye's stock option plan for non-employee directors.
(8) Includes 12,716 shares held in Buckeye's 401(k) and retirement plans;
11,874 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 250,000 shares issuable upon the exercise of
options.
(9) Includes 21,218 shares held by Julie Ellis, individually and as
custodian for minor children, wife of George B. Ellis, as to which Mr.
Ellis disclaims beneficial ownership; 5,252 shares held in Buckeye's
401(k) and retirement plans; 5,012 shares of restricted stock issued
pursuant to Buckeye's Restricted Stock Plan; and 91,000 shares issuable
upon the exercise of options.
(10) Includes 3,140 shares held in Buckeye's 401(k) and retirement plans;
2,463 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 474,000 shares issuable upon the exercise of
options.
(11) Includes 3,327 shares held in Buckeye's 401(k) and retirement plans;
2,129 shares of restricted stock issued pursuant to Buckeye's
Restricted Stock Plan; and 92,000 shares issuable upon the exercise of
options.
(12) Includes an aggregate of 2,231,000 shares issuable upon exercise of
options granted under the stock option plan for non-employee directors
and Buckeye's other stock option plans.
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<PAGE> 13
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
The following summary compensation table sets forth the annual salary,
bonus compensation and long-term incentive awards paid or accrued by Buckeye for
each of fiscal years 2000, 1999 and 1998 to or for the account of the Chief
Executive Officer and the four other highest compensated executive officers of
Buckeye (the "executive officers") for the fiscal year 2000.
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
----------------------- -------------------------
Securities
Restricted underlying All other
Fiscal Stock awards options/SARS compensation
Name and Position Year Salary($) Bonus($) ($)(1) (#)(2) ($)(3)
----------------- ---- --------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Cannon ......... 2000 600,000 746,400 69,225 70,000 25,500
Chairman and Chief 1999 550,000 218,350 63,290 -- 24,000
Executive Officer 1998 550,000 414,700 65,265 200,000 24,000
David B. Ferraro ......... 2000 470,673 575,351 48,752 60,000 25,500
President and Chief 1999 433,173 168,725 45,903 -- 24,000
Operating Officer 1998 441,346 320,450 47,482 140,000 24,000
George B. Ellis .......... 2000 290,289 259,635 20,403 30,000 25,500
Senior Vice President, 1999 280,289 70,675 20,341 -- 24,000
Manufacturing-Specialty 1998 267,308 131,250 19,396 60,000 24,000
Cellulose Division
Henry P. Doggrell ........ 2000 285,000 238,830 14,397 30,000 18,700
Senior Vice President, 1999 275,000 70,675 13,687 -- 16,800
Business Development 1998 262,500 108,038 12,274 60,000 16,000
B. Jerry L. Huff ......... 2000 229,327 204,975 10,681 30,000 25,500
Senior Vice President, 1999 216,218 53,542 -- -- 24,000
Research and Development 1998 199,423 81,813 8,289 60,000 24,000
</TABLE>
-----------------
(1) Pursuant to Buckeye's Restricted Stock Plan, restricted shares of stock
were awarded for the executive officers for fiscal years 2000, 1999 and
1998 in the following amounts: (i) in the case of Mr. Cannon, 2,962
shares, 4,157 shares and 2,734 shares, respectively; (ii) in the case
of Mr. Ferraro, 2,086 shares, 3,015 shares and 1,989 shares,
respectively; (iii) in the case of Mr. Ellis, 873 shares, 1,336 shares
and 813 shares, respectively; (iv) in the case of Mr. Doggrell, 616
shares, 899 shares and 514 shares, respectively, and (v) in the case of
Mr. Huff, 457 shares, 664 shares and 348 shares, respectively. The
price per share of $23.37 for fiscal year 2000, $15.23 for fiscal year
1999 and of $23.88 for fiscal year 1998 was based on the average
closing price of the common stock on the NYSE for the 20 business days
prior to the date of grant. Although the shares may be voted by the
recipient, the shares may not be sold, pledged or otherwise transferred
before the recipient's approved retirement from Buckeye, and if the
recipient should violate the restrictions or otherwise leave Buckeye
before an approved retirement date, the shares are subject to
forfeiture. The aggregate value of all restricted stock holdings at the
end of fiscal year 2000 for Messrs. Cannon, Ferraro, Ellis, Doggrell
and Huff was $357,963, $260,301, $109,873, $53,994 and $46,672,
10
<PAGE> 14
respectively. If dividends are paid to holders of common stock, holders
of restricted stock similarly will be eligible to receive dividends.
(2) Options granted in fiscal year 2000 were granted pursuant to the 1995
Stock Option Plan. The exercise price of options granted to Messrs.
Cannon, Ferraro, Ellis, Doggrell and Huff during fiscal year 2000 is
$16.00 per share. None of the executive officers received options
during fiscal year 1999. Options granted in fiscal year 1998 were
granted pursuant to the 1995 Stock Option Plan. The exercise price of
options granted to Messrs. Cannon, Ferraro, Ellis, Doggrell, and Huff
during fiscal year 1998 is $17.84, except that 11,208 of the options
granted to Mr. Cannon were issued at the exercise price of $19.63 per
share in order to qualify them as incentive stock options. All
outstanding options vest periodically over a period of five years,
except that optionees who were over the age of 57 at the time of the
option grant have shorter vesting periods. Options that have vested may
be exercised within a period of ten years from the date the options
were granted or such shorter periods as are defined in the subscription
agreements executed between Buckeye and the optionees.
(3) Amounts consist of accruals under the Buckeye Retirement Plan (the
"Retirement Plan") and the Buckeye Retirement Plus Savings Plan (the
"Retirement Plus Plan"), both of which are defined contribution
retirement plans covering substantially all employees. Buckeye
contributed 1% of the employee's gross compensation plus 1/2% for each
year of service up to a maximum of 11% of the employee's gross
compensation under the Retirement Plan. The Retirement Plus Plan
provides for contributions by Buckeye of shares of common stock equal
to an additional 4% of the employee's gross compensation during years
when Buckeye has been financially successful based on a predetermined
financial threshold approved by the Board.
The following table discloses the grant of stock options in fiscal year
2000 to the executive officers.
OPTIONS/SARS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential realizable value
at assumed annual rates of
stock price appreciation
Individual Grants for option term
------------------------------------------------------- ------------------------
Number of
securities Percent of
underlying total options
options granted to Exercise or
granted employees in base price Expiration
Name (#) fiscal year ($/sh) date 5% ($) 10% ($)
---------- ------------- ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Cannon.... 70,000 7.9% 16.00 10/22/09 704,362 1,784,992
David B. Ferraro.... 60,000 6.8% 16.00 10/22/09 603,739 1,529,993
George B. Ellis..... 30,000 3.4% 16.00 10/22/09 301,869 764,996
Henry P. Doggrell... 30,000 3.4% 16.00 10/22/09 301,869 764,996
B. Jerry L. Huff.... 30,000 3.4% 16.00 10/22/09 301,869 764,996
</TABLE>
11
<PAGE> 15
The following table discloses information regarding stock options held
at the end of or exercised in fiscal year 2000 for each of the executive
officers as of June 30, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Securities underlying Value of unexercised
acquired on Value unexercised options in-the-money options
Name exercise(1) realized(1) at June 30, 2000 at June 30, 2000 (2)
---- ----------- ----------- ---------------------------- --------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Cannon......... --- --- 330,000 70,000 $2,423,014 $ 414,533
David B. Ferraro......... --- --- 173,334 126,666 $1,394,382 $ 799,063
George B. Ellis.......... --- --- 64,000 76,000 $ 604,752 $ 451,189
Henry P. Doggrell........ --- --- 376,000 154,000 $4,975,984 $1,543,998
B. Jerry L. Huff......... --- --- 62,000 68,000 $ 527,845 $ 401,377
</TABLE>
-----------------
(1) As of June 30, 2000, no options have been exercised by the executive
officers.
(2) Based on $21.92 per share, the closing price on the New York Stock
Exchange as of June 30, 2000.
--------------------------------------------------------------------------------
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
The Compensation Committee of the Board of Directors is comprised of
three directors who are not employees of Buckeye. The Committee is responsible
for establishing and administering Buckeye's executive compensation programs, as
well as determining the salaries, compensation and benefits of the Chief
Executive Officer and the Chief Operating Officer. The Compensation Committee
has engaged the consulting firm of William M. Mercer, Inc., Atlanta, Georgia, to
conduct appropriate surveys of executive compensation plans and to compile data
for comparable companies for committee comparison and review.
This report of the Compensation Committee describes the components of
Buckeye's executive officer compensation programs and describes the basis upon
which compensation is awarded to the executive officers of Buckeye.
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Buckeye specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
Compensation Philosophy and Structure
Total compensation levels are designed to attract, retain and reward
executives who contribute to the long-term success of Buckeye. Compensation for
Buckeye executives is comprised of three principal components: salary and
benefits, annual at risk compensation, and long-term, equity-based incentive
compensation. The Compensation Committee believes that executive compensation
should be materially influenced by Buckeye's financial performance and, as such,
the Committee has approved an executive compensation program that places a
significant portion of executive compensation "at risk" dependent upon the
company's and each individual's performance against clearly established
criteria.
Buckeye seeks to provide salary and benefit levels that are comparable
to those of companies that perform similarly. Salary targets are established for
various officer positions based on surveys of relevant industries
12
<PAGE> 16
conducted by an outside compensation consultant. Utilizing these targets,
individual salaries are established to reflect the officer's performance in
meeting the company's objectives.
During 2000, Buckeye paid bonuses averaging 10.1% of base salary to
eligible employees, including officers, under a broad-based profit sharing plan
for company employees. Under this plan, bonuses of up to 15% of base salary are
achievable depending upon Buckeye's business performance measured against
specific annual financial targets.
Buckeye also made payments under its At Risk Compensation ("ARC")
program to officers and certain other employees for fiscal year 2000 based on
Buckeye's business performance and the individual's role in contributing to the
success of Buckeye. Future annual ARC awards to officers and designated
employees will be determined within a percentage range of base salary, with the
payment of at least two-thirds of the award based on quantifiable performance
criteria established by the Chief Executive Officer and the Chief Operating
Officer, and the balance based on an assessment of the individual's overall
performance and his or her contribution to Buckeye during the fiscal year.
In addition, from time-to-time, Buckeye makes long-term incentive
awards to officers and certain other employees of (1) incentive and
non-qualified stock options from stock option plans previously approved by the
stockholders and (2) restricted stock from treasury shares of common stock set
aside by Buckeye pursuant to the Restricted Stock Plan approved by the Board of
Directors. The purpose of these awards is to focus the recipient's attention on
the long-term performance of the business and to strengthen the alignment of
stockholder and employee interests in share price appreciation. Restricted stock
has been issued to certain Buckeye officers under the Restricted Stock Plan, at
the fair market value of the common stock based on the average closing price on
the New York Stock Exchange for the 20 business days prior to the date of grant,
as a supplemental retirement benefit to partially offset the loss of benefits
under Buckeye's defined contribution plans resulting from the cap on wages
required by applicable rules and regulations.
Chief Executive Officer and Chief Operating Officer
Policies with respect to the compensation of the Chief Executive
Officer and the Chief Operating Officer are essentially the same as those for
other officers, except that their compensation, including the criteria used for
determining their ARC, is directly established by the Compensation Committee.
The annual compensation and ARC of the Chief Executive Officer and the Chief
Operating Officer for the fiscal year 2000 reflect Buckeye's overall performance
during the period.
The consulting firm engaged by the Committee has conducted compensation
and benefit surveys that include both an assessment of Buckeye's financial
performance compared to a group of comparable companies, as well as comparisons
with the compensation paid to the chief executive officers and the chief
operating officers of other companies.
The Compensation Committee believes that the compensation levels of
Buckeye's executive officers are competitive and reasonably comparable with the
compensation and benefits paid to executive officers of companies that generate
similar financial results.
COMPENSATION COMMITTEE
Harry J. Phillips, Sr., Chairman
Henry F. Frigon
Samuel M. Mencoff
13
<PAGE> 17
--------------------------------------------------------------------------------
PERFORMANCE GRAPH
--------------------------------------------------------------------------------
The following graph compares the cumulative total stockholder returns
through June 30, 2000, since Buckeye's common stock began trading on November
22, 1995, pursuant to Buckeye's initial public offering, with returns based on
an index of the S&P 600 Small Cap Index and the New York Stock Exchange (NYSE)
listed Paper and Allied Products companies (SIC 2600-2699 U.S. and foreign
companies). The graph assumes $100 invested on November 22, 1995, and the
reinvestment of any dividends paid on account of the investments.
<TABLE>
<CAPTION>
TOTAL RETURNS INDEX 11/22/95 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00
-------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Buckeye Technologies Inc...... 100 141.9 174.2 243.2 156.8 226.5
S&P 600 Stocks................ 100 136.4 166.0 198.3 193.7 221.6
NYSE Paper Stocks............. 100 104.7 139.6 128.4 146.2 128.0
</TABLE>
[GRAPHIC OMITTED]
--------------------------------------------------------------------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
--------------------------------------------------------------------------------
The federal securities laws require Buckeye's directors and executive
officers, and persons who beneficially own more than 10% of a registered class
of Buckeye's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of any securities of Buckeye. To
Buckeye's knowledge, based solely on review of the copies of such reports
furnished to Buckeye and representations by certain reporting persons, all of
Buckeye's officers, directors and greater than 10% beneficial owners made all
filings required in a timely manner, except that a report was inadvertently
filed late regarding the purchase of shares by Mr. Phillips in June 1997.
14
<PAGE> 18
--------------------------------------------------------------------------------
CERTAIN TRANSACTIONS
--------------------------------------------------------------------------------
Mr. Cannon is the sole owner of a limited liability company that owns
an aircraft that is leased to Buckeye from time to time for company business.
The Audit Committee of the Board of Directors has determined that the charges
for the use of the aircraft by Buckeye are no less favorable to Buckeye than
those that would be paid in a comparable transaction in arm's-length dealings
with an unrelated party.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors knows of no matters other than those discussed
in this proxy statement which will be presented at the 2000 Annual Meeting of
Stockholders. However, if any other matters are properly brought before the
meeting, any proxy given pursuant to this solicitation will be voted in
accordance with the recommendations of management.
Upon the written request of any record holder or beneficial owner of
common stock entitled to vote at the annual meeting, we will provide, without
charge, a copy of our Annual Report on Form 10-K for the year ended June 30,
2000. Requests should be directed to Sondra A. Dowdell, Buckeye Technologies
Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, (901)
320-8244.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sheila Jordan Cunningham
Sheila Jordan Cunningham
Senior Vice President, General Counsel and
Corporate Secretary
Memphis, Tennessee
September 25, 2000
15
<PAGE> 19
PROXY
BUCKEYE TECHNOLOGIES INC.
P.O. BOX 80407
1001 TILLMAN STREET
MEMPHIS, TENNESSEE 38108-0407
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned appoints each of Henry P. Doggrell, Gayle L. Powelson and
Sheila Jordan Cunningham, or any of them, with full power of substitution and
revocation as Proxy to vote all shares of stock standing in my name on the books
of Buckeye Technologies Inc. (the "Company") at the close of business on
September 14, 2000, which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of the Company to be
held at Memphis Brooks Museum of Art, Overton Park, 1924 Poplar Avenue, Memphis,
Tennessee, on November 2, 2000, at 5:00 p.m., Central Time, and at any and all
adjournments, upon the matters set forth in the Notice of the meeting. The Proxy
is further authorized to vote in his or her discretion as to any other matters
which may come before the meeting. At the time of preparation of the Proxy
Statement, the Board of Directors knows of no business to come before the
meeting other than that referred to in the Proxy Statement.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED FOR THE
PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT AND ON THIS PROXY.
[X] Please mark votes as in this example.
<TABLE>
<CAPTION>
--------------------------------------------------------- ---------------------------------------------------------
<S> <C>
ELECTION OF DIRECTORS (terms expiring in 2003) RATIFICATION OF APPOINTMENT OF
Nominees: Red Cavaney INDEPENDENT AUDITORS.
David B. Ferraro
FOR AGAINST ABSTAIN
FOR WITHHELD [ ] [ ] [ ]
[ ] [ ]
Exceptions:
--------------------------------------------------------- ---------------------------------------------------------
For all nominees except as noted above.
---------------------------------------------------------
Dated:______________, 2000 Signed:___________________________________________________
Signed:___________________________________________________
Shareholder should sign here exactly as shown on the
label affixed hereto. Administrator, Trustee, or
[Label to be placed here] Guardian, please give full title. If more than one
Trustee, all should sign. All Joint Owners should
sign.
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE
TO: Proxy Department, First Union National Bank, 1525 W. T. Harris Boulevard,
Building 3C3, Charlotte, North Carolina 28288-1153
