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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, 2001
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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 - $0.01 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. [x]
As of September 21, 2001, the aggregate market value of the registrant's voting
shares held by non-affiliates was approximately $234,710,001.
As of September 21, 2001 there were outstanding 34,673,900 Common Shares of the
registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Buckeye Technologies Inc.'s 2001 Annual Report are incorporated by
reference into Part I and Part II. Portions of Buckeye Technologies Inc.'s 2001
Annual Proxy Statement are incorporated by reference into Part III.
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INDEX
BUCKEYE TECHNOLOGIES INC.
ITEM PAGE
PART I
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
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PART I
ITEM 1. BUSINESS
GENERAL
Headquartered in Memphis, Tennessee, 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 utilizing wetlaid technology and also offering products made from wood
utilizing airlaid technology. As a result, the Company produces a broader range
of cellulose-based specialty products than any of its competitors. Buckeye's
focus on niche specialty cellulose allows the Company to benefit from more
stable customer demand due to substantial switching costs and product risks
resulting from raw material modifications and uniquely tailored products for
individual customer requirements.
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. 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 added manufacturing facilities in Steinfurt, Germany and Gaston
County, North Carolina. On August 1, 2000, the Company acquired the cotton
cellulose business of Fibra, S. A. (Americana) located in Americana, Brazil.
Further information on the acquisition of Walkisoft and Americana is
incorporated herein by reference to Note 3, Business Combinations, to the
Consolidated Financial Statements, on page 17 of the Company's 2001 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's products can be broadly grouped into three categories:
chemical cellulose, customized paper cellulose and absorbent products. The
chemical cellulose and customized paper cellulose are derived from wood and
cotton cellulose materials using wetlaid technologies. Fluff pulps are derived
from wood using wetlaid technology. The airlaid nonwovens materials are derived
from wood pulps using airlaid technology.
Buckeye's chemical cellulose is used to impart purity, strength and
viscosity in the manufacture of diverse products such as food casings, rayon
filament, acetate plastics, thickeners for food, cosmetics and pharmaceuticals.
The Company's customized paper cellulose is used to provide porosity, color
permanence and tear resistance in engine air and oil filters, personal
stationery and currency paper. Buckeye's 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.
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Additional information is incorporated herein by reference to Note 12,
Segment Information, to the Consolidated Financial Statements on pages 22 and 23
of the Company's 2001 Annual Report.
RAW MATERIALS
Slash pine timber, cotton fiber and fluff pulp are the principal raw
materials used in the manufacture of the Company's specialty cellulose and
absorbent cellulose products. These materials 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 14, Commitments, to the Consolidated Financial Statements,
on page 23 of the Company's 2001 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 slash pine timber, cotton fiber and fluff pulp 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 2001 sales reflect this geographic diversity, with
35% of sales in North America, 34% of sales in Europe, 15% in Asia, 7% in South
America and 9% in other regions. Geographic segment data and product sales data
is included in Note 12, Segment Information, to the Consolidated Financial
Statements on pages 22 and 23 of the Company's 2001 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.
The Procter & Gamble Company (Procter & Gamble) is the Company's
largest customer, accounting for 26% of the Company's fiscal 2001 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
pursuant to the Pulp Supply Agreement is at market in calendar years 2001 and
2002. Additional information is incorporated herein by reference to Note 11,
Significant Customer, to the Consolidated Financial Statements on page 22 of the
Company's 2001 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.
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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. Buckeye has research
and development pilot plant facilities in Memphis, and employs approximately 80
research and development scientists and technicians who are focused on advanced
products and new applications to drive future growth. The main objective of
Buckeye's aggressive research and development efforts is to maintain close
technological relationships with customers. The pilot plant facilities allow the
Company to test its new products during production without interrupting the
normal production cycles of its operating plants, a process that ensures rapid
delivery of these breakthrough products to the market place.
Research and development costs of $13.0 million, $13.1 million and
$10.9 million were charged to expense as incurred for the years ended June 30,
2001, 2000 and 1999, respectively.
COMPETITION
For wood pulps, there are relatively few specialty pulp producers when
compared with the much larger commodity wood pulp market. The technical demands
and unique requirements of the specialty pulp user tend to differentiate
suppliers on the basis of their ability to meet the customer's particular set of
needs, rather than focusing only on pricing. The specialty pulp market is less
subject to the price variation experienced in the commodity paper pulp market.
Major competitors include Rayonier (U.S.), Weyerhauser (U.S.), International
Paper (U.S.), Sappi Limited (South Africa) and Tembec Inc. (Canada). Management
believes that the number of producers is unlikely to grow given the substantial
investment to enter a mature market with sufficient existing capacity. Product
performance, technical service and pricing are the primary competitive factors.
For cotton pulps, the primary competition is Southern Cellulose
Products Inc., owned by Archer-Daniels-Midland, Inc., a subsidiary of which
supplies cotton fibers to the Company. Nonwovens competitors of Buckeye include
BBA Nonwovens (U.K.), Concert Industries Ltd. (Canada), Duni AB (Sweden) and
Georgia Pacific Corporation (U.S.).
INTELLECTUAL PROPERTY
The Company holds numerous patents throughout the world to protect its
proprietary products. Buckeye intends to protect its patents and file
application for any future inventions that are deemed to be important to its
business operations. The Stac-Pac packaging technology, a proprietary system for
packaging low-density nonwovens materials in compressed cube-shaped bales, is an
example of technology acquired by the Company to further differentiate it from
its airlaid nonwovens competitors. Stac-Pac(TM) units reduce freight costs by
compressing more material in a bale than can be shipped in a traditional roll
form and more effectively shipping the bales in trucks and containers.
Stac-Pac(TM) bales also facilitate customers' high-speed production lines with a
continuous flow of material.
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, 2001, the Company employed approximately 2,150 individuals
at its facilities in Memphis, Tennessee; Perry, Florida; Lumberton, King and
Gaston County, North Carolina; Savannah, Georgia; Glueckstadt and Steinfurt,
Germany; Delta, B.C., Canada; Cork, Ireland; Americana, Brazil; its sales
offices in Europe and Asia and engineering operations in Finland. 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, Savannah, King and Americana facilities are
not unionized.
None of the Company's facilities have had labor disputes or work
stoppages in recent history. The Foley and Memphis Plants have not experienced
any work stoppages due to labor disputes in over 30 years and 50 years,
respectively. The Company believes it has a good relationship with its
employees.
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 these laws and regulations. The Company expects that, due to the nature of
its operations, it will be subject to increasingly stringent environmental
requirements (including standards applicable to wastewater discharges and air
emissions) and will continue to incur substantial costs to comply with such
requirements. Because it is difficult to predict the scope of future
requirements, there can be no assurance that the Company will not incur material
environmental compliance costs or liabilities in the future.
Additional information is incorporated herein by reference to Note 15,
Contingencies, to the Consolidated Financial Statements, on pages 23 and 24 of
the Company's 2001 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, the Steinfurt, Germany Plant and the Americana, Brazil 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 a 75-acre site adjacent
to the headquarters complex and has a 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 and has a capacity of approximately 465,000 annual metric tons of wood
cellulose. The Company also owns 13,000 acres of real property near the plant
site.
Glueckstadt Plant. The Glueckstadt Plant is located near the Elbe River
north of 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 is located in Lumberton, North
Carolina on a 65-acre site and has a capacity of approximately 50,000 annual
metric tons of cotton cellulose.
Americana Plant. The Americana Plant is located in the city of
Americana in the state of Sao Paulo, Brazil on 27 acres and is part of a
multi-business industrial site. It has a capacity of approximately 30,000 annual
metric tons of cotton cellulose.
Nonwovens Plants. The Delta Plant has a total capacity of approximately
30,000 annual metric tons of airlaid nonwovens from two production lines. The
Cork Plant has a capacity of approximately 15,000 annual metric tons of airlaid
nonwovens from its existing single production line. The Steinfurt Plant has a
capacity of approximately 30,000 annual metric tons of airlaid nonwovens from
two production lines. The Gaston Plant has a capacity of approximately 60,000
annual metric tons of airlaid nonwovens from two production lines. The King
Plant converts airlaid materials 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 28 in the Company's 2001 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 27 in the Company's 2001 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 6-9 in the Company's 2001 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 6-9 in the Company's 2001 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
10-25 in the Company's 2001 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, 2001 are:
Elected to
Name Age Position Present Position
------------------------ --- -------------------------------------------------- ----------------
Robert E. Cannon 71 Chairman of the Board, Chief Executive Officer and March 1993
Director
David B. Ferraro 63 President, Chief Operating Officer and Director March 1993
Gayle L. Powelson 42 Sr. Vice President, Chief Financial Officer October 2000
Charles S. Aiken 51 Sr. Vice President, Nonwovens Manufacturing April 2000
John B. Crowe 54 Sr. Vice President, Wood Cellulose January 2001
Sheila Jordan Cunningham 49 Sr. Vice President, General Counsel and Secretary April 2000
George B. Ellis 61 Sr. Vice President, Cotton Cellulose January 2001
E. Allen Eppinger 63 Sr. Vice President, Nonwovens Manufacturing January 2001
William M. Handel 55 Sr. Vice President, Human Resources April 2000
Paul N. Horne 45 Sr. Vice President, Cotton Cellulose January 2001
Kristopher J. Matula 39 Sr. Vice President, Nonwovens January 2001
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ROBERT CANNON
Chairman of the Board, Chief Executive Officer and Director
Mr. Cannon has served as Chairman of the Board and Chief Executive Officer 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 to 1981.
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DAVID FERRARO
President, Chief Operating Officer and Director
Mr. Ferraro has served as President and Chief Operating Officer 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.
GAYLE POWELSON
Senior Vice President, Chief Financial Officer
Ms. Powelson has served as Senior Vice President, Chief Financial Officer since
October 2000. She served as Senior Vice President, Finance and Accounting, from
April 2000 to October 2000, 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.
CHARLES AIKEN
Senior Vice President, Nonwovens Manufacturing
Mr. Aiken has served as Senior Vice President, Nonwovens Manufacturing 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
was an employee of Procter & Gamble from 1977 to March 1993.
JOHN CROWE
Senior Vice President, Wood Cellulose
Mr. Crowe has served as Senior Vice President, Wood Cellulose since January
2001. He has served as Vice President, Wood Cellulose Manufacturing from
December 1997 to January 2001. Prior to joining the Company, he served as
Executive Vice President/General Manager of Alabama River Pulp and Alabama Pine
Pulp Operations, a division of Parsons and Whittemore, Inc. and as Vice
President and Site Manager of Flint River Operations, a subsidiary of
Weyerhauser Company. From 1979 to 1992, he was an employee of Procter & Gamble.
SHEILA JORDAN CUNNINGHAM
Senior Vice President, General Counsel and Secretary
Ms. Cunningham has served as Senior Vice President, General Counsel and
Secretary since April 2000. She served as Vice President, General Counsel and
Secretary from April 1998 to April 2000. She served as Assistant General Counsel
from March 1997 and as Secretary from July 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.
GEORGE ELLIS
Senior Vice President, Cotton Cellulose
Mr. Ellis has served as Senior Vice President, Cotton Cellulose since January
2001. Mr. Ellis served as Senior Vice President, Manufacturing-Specialty
Cellulose from July 1997 to January 2001 and as Vice President, Manufacturing
from March 1993 to July 1997. He was an employee of Procter & Gamble from 1960
to March 1993.
E. ALLEN EPPINGER
Senior Vice President, Nonwovens Manufacturing
Mr. Eppinger has served as Senior Vice President, Nonwovens Manufacturing since
January 2001, Senior Vice President, Manufacturing-Absorbent Products from July
1997 to January 2001 and as Vice President, Special Projects from June 1995 to
July 1997. He was an employee of Procter & Gamble from 1960 to March 1993.
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WILLIAM HANDEL
Senior Vice President, Human Resources
Mr. Handel has served as 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 was an
employee of Procter & Gamble from 1974 to March 1993.
PAUL HORNE
Senior Vice President, Cotton Cellulose
Mr. Horne has served as Senior Vice President, Cotton Cellulose since January
2001. He served as Senior Vice President, Commercial - Specialty Cellulose from
July 1997 to January 2001 and as Vice President, North and South American Sales
from October 1995 to July 1997. He was an employee of Procter & Gamble from 1982
to March 1993.
KRISTOPHER MATULA
Senior Vice President, Nonwovens
Mr. Matula has served as Senior Vice President, Nonwovens since January 2001. He
served as Senior Vice President, Commercial - Absorbent Products from July 1997
to January 2001 and 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.
Additional information relating to Directors and Executive Officers is
incorporated herein by reference to pages 4 - 7 of the Company's 2001 Annual
Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is set forth on pages 11 - 13 of the
Company's 2001 Annual Proxy Statement and is incorporated herein by reference,
but does not include the "Report of the Compensation Committee on Executive
Compensation" on pages 14 and 15.
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 9 and 10 in the Company's 2001 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 17 in the Company's 2001 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, 2001, 2000 and 1999
- Consolidated Balance Sheets -- June 30, 2001
and 2000
- Consolidated Statements of Stockholders'
Equity -- For the years ended June 30, 2001,
2000 and 1999
- Consolidated Statements of Cash Flows-- For
the years ended June 30, 2001, 2000 and 1999
- 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 (5)
3.1(a) Articles of Amendment to the Second Amended and
Restated Certificate of Incorporation of Registrant
(6)
3.2 Amended and Restated By-laws of the Registrant.(10)
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(6)
10.1 Amended and Restated 1995 Management Stock Option
Plan of the Registrant(7)
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(7)
10.4 Form of Stock Option Subscription Agreement(7)
10.5 Amended and Restated Formula Plan for Non-Employee
Directors(3)
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10.6 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.(8)
10.7 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(9)
10.8 German Purchase Agreement between Buckeye
Technologies Inc., Buckeye Steinfurt GmbH, Buckeye
Holdings GmbH, Walkisoft GmbH and UPM-Kymmene Ojy(9)
10.9 Credit Agreement dated April 16, 2001 among the
Registrant, Fleet National Bank; Toronto Dominion
(Texas), Inc.; Bank of America, N. A.; First Union
National Bank; and the other lenders party thereto.
(4)
10.10 Amendment to the Credit Agreement dated September 7,
2001.
10.11 Amendment of German Purchase Agreement Between
Buckeye Technologies Inc., Buckeye Steinfurt GmbH,
Buckeye Holdings GmbH AND Walkisoft GmbH, UPM-Kymmene
Ojy dated September 20, 2001.
12.1 Computation of Interest Coverage Ratio.
13.1 Buckeye Technologies Inc. 2001 Annual Report.
18.1 Preferability letter of Ernst & Young dated August 3,
2001.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
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(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 Quarterly Report
on Form 10-Q for quarterly period ended December 31, 2000.
(4) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated March 31, 2001.
(5) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for quarterly period ended December 31, 1997.
(6) 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.
(7) Incorporated by reference to the Registrant's Annual Report
on Form 10-K dated June 30, 1998.
(8) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q/A for quarterly period ended March 31, 1999.
(9) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated October 13, 1999.
(10) Incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended June 30, 2000.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 2001.
12
14
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
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
-------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 2001
Deducted from asset accounts:
Allowance for doubtful accounts $1,219 $1,032 $(1,267) $ 984
====== ====== ======= ======
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
====== ====== ======= ======
-------------------------------
(a) Uncollectible accounts written off, net of recoveries.
13
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 24, 2001
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 24, 2001
By: /S/ DAVID B. FERRARO
----------------------------------------------------------------------------
David B. Ferraro, Director, President and Chief Operating Officer
Date: September 24, 2001
By: /S/ SAMUEL M. MENCOFF
----------------------------------------------------------------------------
Samuel M. Mencoff, Director
Date: September 24, 2001
By: /S/ HENRY F. FRIGON
----------------------------------------------------------------------------
Henry F. Frigon, Director
Date: September 24, 2001
By: /S/ GAYLE L. POWELSON
----------------------------------------------------------------------------
Gayle L. Powelson, Senior Vice President, Chief Financial Officer
Date: September 24, 2001
14