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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, 1997
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Commission file number: 33-60032
Buckeye Cellulose Corporation
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
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 22, 1997, the aggregate market value of the registrant's voting
shares held by non-affiliates was approximately $473,176,000.
As of September 22, 1997, there were outstanding 18,705,193 Common Shares of the
registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Buckeye Cellulose Corporation's 1997 Annual Report are incorporated
by reference into Part I and Part II. Portions of Buckeye Cellulose
Corporation's 1997 Annual Proxy Statement are incorporated by reference into
Part III.
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INDEX
BUCKEYE CELLULOSE CORPORATION
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
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................................................ 9
12. Security Ownership of Certain Beneficial Owners and Management........ 9
13. Certain Relationships and Related Transactions........................ 9
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K....... 10
OTHER
Signatures............................................................ 13
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PART I
ITEM 1. BUSINESS
General
Buckeye Cellulose Corporation (the Company or Buckeye) is a leading
manufacturer and worldwide marketer of high-quality, value-added cellulose
products. The Company focuses on 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 of both wood and cotton based specialty cellulose, as well as
cellulose based air-laid nonwovens, and, as a result, produces the broadest
range of cellulose products in the industry. The Company believes that it has a
leading position in most of the high-end niche markets in which it competes.
Buckeye's focus on niche markets has enabled it to maintain consistently strong
margins.
Company History
The Company has participated in the specialty cellulose market for
nearly 75 years and has developed uses for both wood and cotton based cellulose
products. In March 1993, the Company began operations as Buckeye Cellulose
Corporation and Buckeye Florida, Limited Partnership. Additional information
required by this item is incorporated herein by reference to the Financial
Review on pages 12-14 and Note 1, Accounting Policies, to the Consolidated
Financial Statements on page 19 of the Company's 1997 Annual Report.
During the period May 1996 (fiscal year 1996) through May 1997 (fiscal
year 1997), the Company made three acquisitions. Two of the acquisitions, Peter
Temming AG in May 1996 and Alpha Cellulose Holdings Inc. in September 1996, are
producers of specialty cellulose. The third acquisition, Merfin International
Inc., utilizes specialty cellulose to produce cellulose based air-laid nonwovens
for absorbent applications. Further information on these acquisitions is
incorporated herein by reference to Note 2, Business Combinations, to the
Consolidated Financial Statements, on pages 21 and 22 of the Company's 1997
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 wet-laid and
air-laid processes. As a result, the Company produces a broader range of
cellulose based specialty products than any of its competitors.
Additional information required by this item is incorporated herein by
reference to the Letter to Shareholders on pages 2-3, specialty cellulose
products on pages 4-7, absorbent cellulose products on pages 8-11, and the
Financial Review on pages 12-14 of the Company's 1997 Annual Report.
Raw Materials
Slash pine timber and cotton linters are the principal raw materials
used in the manufacture of the Company's specialty cellulose and absorbent
cellulose products. They represent the largest
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components of the Company's variable costs of production. The region surrounding
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 various timber purchase
agreements. Additional information required by this item is incorporated herein
by reference to Note 13, Purchase Commitments, to the Consolidated Financial
Statements which appears on page 27 of the Company's 1997 Annual Report.
The Company purchases cotton linters either directly from cotton seed
oil mills which remove these short, fuzzy linters before processing the seed
into vegetable oil and animal feed or indirectly through agents or brokers. The
Memphis Plant is strategically located in the Mississippi Valley, one of the
largest cotton linter producing regions in the world. Generally, the Company
purchases substantially all of its requirements of cotton linters for the
Memphis and Lumberton plants domestically. The Glueckstadt plant purchases
cotton linters principally from suppliers in the Middle East.
The cost of both slash pine timber and cotton linters 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 Memphis, Tennessee, and Geneva, Switzerland. The Company's worldwide
sales are diversified by geographic region as well as end-product application.
Buckeye's sales of specialty cellulose and absorbent cellulose products are
distributed to customers worldwide. The Company's fiscal 1997 sales reflect this
geographic diversity, with 30% of sales in the United States, 41% in Europe, 19%
in Asia and 10% in other regions. Geographic segment data and export sales data
is included in Note 11, Geographic Reporting, to the Consolidated Financial
Statements which appears on page 27 of the Company's 1997 Annual Report, and is
incorporated herein by reference.
The high-end, technically demanding specialty niches that Buckeye
serves require a high level of sales and technical service support. The
Company's technically trained sales and service engineers are experienced
employees who typically begin their careers in the Company's manufacturing or
product development operations. These professionals work with customers in their
plants to design products tailored precisely to their needs and manufacturing
processes.
Procter & Gamble, the world's largest diaper manufacturer, is the
Company's largest customer, accounting for 32% of the Company's fiscal 1997
gross sales. The Company and Procter & Gamble have entered into a long-term Pulp
Supply Agreement, which requires Procter & Gamble to purchase specified tonnages
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 price of the fluff pulp sold
pursuant to the Pulp Supply Agreement is based in the first six years of the
Pulp Supply Agreement's term on a formula specified in the Pulp Supply
Agreement. Pricing in the years 1999 and 2000 will be at the higher of the
contract formula price or market, and pricing in the years 2001 and 2002 will be
at market. The formula price has three components: (i) a periodic margin
adjustment, (ii) a general escalation component based on Consumer Price Index
changes, and (iii) a provision to adjust for all actual changes in the price of
timber, the major raw material component of the
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pulp purchased under the contract. Buckeye's next four largest customers in
aggregate account for 15% of gross sales.
Approximately 95% of the Company's worldwide sales are denominated in
U.S. dollars, and such sales are not subject to exchange rate
fluctuations.Because the cost of shipping is borne by the customer, Buckeye's
margin on a sale to any given customer is similar regardless of a customer's
location. 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 specialty cellulose and absorbent products, improving existing products, and
enhancing process technologies to further reduce costs and respond to
environmental needs. Buckeye has pilot plant facilities in which to produce
experimental cellulose products for qualification in customers' plants. The
Company has a history of innovation in specialty cellulose products.
The acquisition of Merfin brings added capability in the research and
development of new air-laid absorbent products. Merfin is a leader in the
development of multi-bonded composite products which combine air-laid cellulose
fibers and synthetic fibers.
Research and development costs of $8.4 million, $5.4 million, and $4.7
million were charged to expense as incurred for the years ended June 30, 1997,
1996 and 1995, respectively.
Competition
Buckeye's competitors include the following: Alfa Cellulosa de Mexico
S.A. (Mexico), Borregaard Industries, Limited (Norway), Georgia-Pacific
Corporation (U.S.), International Paper Company (U.S.), Louisiana-Pacific
Corporation (U.S.), Rayonier, Inc. (U.S.), Sappi Limited (South Africa),
Southern Cellulose Products Inc. (U.S.), Tembec Inc. (Canada), Western Pulp
Limited Partnership (Canada), Weyerhaeuser Company (U.S.), Fort James (U.S.),
UPM-Kymmene Corporation (Finland), Duni AB (Sweden), Moelnlycke (Sweden),
Personal Care Group (U.S.), Hosposables (U.S.), Honshu (Japan), Havix (Japan),
Hsing Less (Taiwan), Spontex (U.K.), and Concert Industries (Canada).
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 linters to the Company.
Intellectual Property
The Company has registered trademarks and U.S. and foreign patents
appropriate for the conduct of its business.
Inflation
The Company believes that inflation has not had a material effect on
its results of operations or financial condition during recent periods.
Seasonality
The Company's business has generally not been seasonal to any
significant extent.
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Employees
On June 30, 1997, the Company employed approximately 1,725 individuals
at its facilities in Memphis, Tennessee; Perry, Florida; Lumberton and King,
North Carolina; Savannah, Georgia; Glueckstadt, Germany; Delta, Canada; Cork,
Ireland; and Geneva, Switzerland. Collective bargaining agreements are in place
at the Foley Plant with the United Paper Workers International Union, AFL-CIO,
Local #1192; and at the Memphis Plant with the Local Union 910 Pulp and
Processing Workers and the Retail, Wholesale, and Department Store Union,
AFL-CIO. The agreement for the Foley Plant expires April 1, 1998. The agreement
for the Memphis Plant expires March 18, 2000. A Works Council provides employee
representation for all non-management workers at the Glueckstadt Plant. The
Lumberton, Delta, Cork, 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 is subject to various environmental laws and regulations.
The Company has reached an agreement (the Fenholloway Agreement) with the
Florida Department of Environmental Protection based upon the results of an
environmental study of the Company's operations. In order to comply with the
Fenholloway Agreement, the Company expects future capital expenditures of
approximately $40 million through 2000 to modify its facilities. In addition to
the cost of compliance with the Fenholloway Agreement, the cost of future
compliance with other environmental regulations will depend on environmental
regulations which are subject to change and the subsequent definition of the
necessary technology to meet the changing regulations. Therefore, it is
difficult to determine the total amount of expenditures that may be required in
the future.
The Foley Plant is on the EPA CERCLIS list of potential hazardous
substance release sites prepared pursuant to CERCLA. The EPA conducted a site
investigation in early 1995. Although the Company considers it unlikely that the
Foley Plant will be listed on the CERCLA National Priorities List and hence
require remedial action, the possibility of such listing cannot be ruled out. If
the site were to be placed on the National Priorities List, the costs associated
with conducting a CERCLA remedial action could be material.
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,
and the Glueckstadt Plant and leases buildings which house the Delta, Canada
Plant and the King, North Carolina Plant. The sales offices in Geneva,
Switzerland and distribution facilities in Savannah, Georgia are also leased.
Memphis Plant. The Memphis Plant is located on an approximately 75-acre
site adjacent to the headquarters complex. During fiscal 1996, its capacity was
expanded to 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 450,000 annual metric tons of wood
cellulose.
Glueckstadt Plant. The Glueckstadt Plant is located in close proximity to
the Elbe River near Hamburg. 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 on an approximately
65-acre site, has a capacity of approximately 50,000 annual metric tons of
cotton cellulose.
Air-laid Plants. The Delta Plant has a total capacity of approximately
25,000 annual metric tons of air-laid nonwoven fabric from two production lines.
The Cork Plant is in the process of starting up and will have a capacity of
approximately 15,000 annual metric tons of air-laid nonwoven fabric from its
existing single production line. The King Plant converts air-laid fabrics and
wet-laid 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 required by this item is set forth under the caption
"Shareholder Information" on page 32 in the Company's 1997 Annual Report and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is set forth under the caption "Selected
Financial Data" on page 30 in the Company's 1997 Annual Report and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Information required by this item is set forth under the caption "Financial
Review" on pages 12-14 in the Company's 1997 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
15-29 in the Company's 1997 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 19, 1997 are:
Elected to
Present
Name Age Position Position
==================== === ================================== ==========
Robert E. Cannon* 67 Chairman of the Board, Chief March 1993
Executive Officer and Director
David B. Ferraro* 59 President, Chief Operating Officer March 1993
and Director
Henry P. Doggrell** 49 Sr. Vice President/Corporate July 1997
Affairs and General Counsel
George B. Ellis* 57 Sr. Vice President/Manufacturing- July 1997
Specialty Cellulose
Edward A. Eppinger* 59 Sr. Vice President/Manufacturing- July 1997
Absorbent Products
Paul N. Horne* 41 Sr. Vice President/Commercial- July 1997
Specialty Cellulose
B. Jerry L. Huff* 58 Sr. Vice President/Upstream July 1997
Research & Development
Kristopher J. 35 Sr. Vice President/Commercial- July 1997
Matula** Absorbent Products
David H. Whitcomb* 57 Sr. Vice President/Finance & Accounting July 1997
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* All of the above Executive Officers have been employed by the Company
since its beginning in March 1993 and had been employees of The Procter
& Gamble Company, C&S Division (the C&S Division), prior to the purchase
of C&S Division assets by Buckeye, except Messrs. Doggrell and Matula.
** Prior to joining Buckeye in June 1996, Mr. Doggrell was a partner in the
law firm, Baker Donelson Bearman & Caldwell, from 1988 until May 30,
1996 and represented the Company as its primary legal counsel since
March 1993. Prior to joining the Company in March 1994, Mr. Matula held
various strategic planning and finance positions at The Procter & Gamble
Company, from August 1991 until March 1994.
Additional information relating to Directors and Executive Officers is
incorporated herein by reference to pages 2-3 of the Company's 1997 Annual Proxy
Statement.
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ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is set forth on pages 7-8 of the Company's
1997 Annual Proxy Statement and is incorporated herein by reference, but does
not include the "Report of the Compensation Committee" on pages 5-6.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to this item is set forth under the caption "Security
Ownership of Company's Directors and Executive Officers and Certain Other
Beneficial Owners" on pages 10-11 in the Company's 1997 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
"Transactions with Executive Officers, Directors and Others" on page 12 in the
Company's 1997 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,
1997, 1996 and 1995
- Consolidated Balance Sheets -- June 30, 1997 and 1996
- Consolidated Statements of Stockholders' Equity -- For the years
ended June 30, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows -- For the years ended
June 30, 1997, 1996 and 1995
- Notes to Consolidated Financial Statements
- Report of Management
- Report of Independent Auditors
(2) Financial Statement Schedule
- Schedule II - Valuation and Qualifying Accounts . See page 12
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 Amended and Restated Certificate of Incorporation of the
Registrant, as amended through November 20, 1995. *
3.2 Amended and Restated By-laws of the Registrant. *
4.1 First Amendment to the Rights Agreement. (The Rights Agreement
was filed on Form 8-A, November 20, 1995.)
10.1 Amended and Restated Registration Agreement by and among the
Registrant, Madison Dearborn Capital Partners, L.P. and the
named "Executives". *
10.2 Umbrella Agreement dated January 18, 1996 by and among Peter
Temming AG--Specialty Pulp Business, Peter Temming AG,
Steinbeis Temming Papier GmbH and Steinbeis Temming Papier GmbH
& Co. **
10.3 1995 Management Stock Option Plan of the Registrant. *
10.4 1995 Incentive and Nonqualified Stock Option Plan for
Management Employees of the Registrant. *
10.5 Form of Management Stock Option Subscription Agreement. *
10.6 Form of Stock Option Subscription Agreement. *
10.7 First Supplemental Indenture, dated as of November 21, 1995
between the Registrant and Bankers Trust Company to Indenture
dated as of May 27, 1993. ***
10.8 Indenture dated as of November 28, 1995 between the Registrant
and Union Planters National Bank. ***
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10.9 Stock Purchase Agreement dated April 26, 1996 among the
Registrant, Stonebridge Partners Equity Fund, L.P., Alpha
Cellulose Associates I, L.P., Alpha Cellulose Associates II,
L.P., Stonebridge Partners Management, L.P., as nominee for P&C
Venture Corp. and Dawkes Corporation, John P. Flanagan,
Michael M. Brown, Janice S. Valenta, John F. Manning,
Ken L.Wilcox, Albert A. Bounds, Jr., Ralph Bolin, Charles P.
Oxendine and James R. Israelson. ***
10.10 The Formula Plan for Non-Employee Directors. ***
10.11 Company Stock Repurchase Agreement dated as of June 3, 1996
between BKI Investment Corp.and Madison Dearborn Capital
Partners, L.P. ***
10.12 Offer to Purchase for Cash all of the Common Shares of Merfin
International Inc. at a price of Cdn. $6.00 per Common Share
by Buckeye Acquisition Inc. dated March 25, 1997. ****
10.13 Notice of Variation of the Offer to Purchase for Cash all of
the Common Shares of Merfin International Inc. at a price of
Cdn. $6.00 per Common Share by Buckeye Acquisition, Inc. dated
April 15, 1997. ****
10.14 Second Notice of Variation of the Offer to Purchase for Cash
all of the Common Shares of Merfin International Inc. at an
increased price of Cdn. $6.50 per Common Share by Buckeye
Acquisition Inc. dated April 25, 1997. ****
10.15 Third Notice of Variation of the Offer to Purchase for Cash
all of the Common Shares of Merfin International Inc. at an
increased price of $7.00 per Common Share by Buckeye
Acquisition Inc. dated May 5, 1997. ****
10.16 Fourth Notice of Variation of the Offer to Purchase for Cash
all of the Common Shares of Merfin International Inc. at an
increased price of $7.50 per Common Share by Buckeye
Acquisition Inc. dated May 15, 1997. ****
10.17 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.
13.1 Buckeye Cellulose Corporation 1997 Annual Report.
21.1 Subsidiaries of the Registrant.
23.0 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter ended June 30, 1997, the following current reports were
filed on Form 8-K:
- Report dated June 10, 1997, pursuant to Item 2 and Item 7 of that
form. No financial statements were filed as part of that report.
--------------
* 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.
** Incorporated by reference to the Registrant's Current Report on Form
8-K dated May 2, 1996.
*** 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.
**** Incorporated by reference to the Registrant's Current Report on Form
8-K dated June 10, 1997.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Column B Column C Column D Column E
----------- ------------------------- ---------- ----------
Additions
-------------------------
Balance Charged Charged Balance
at to to at
Beginning Cost Other (a) End
of and Accounts Deductions of
Description Period Expenses --Describe --Describe Period
- ----------------------------------------- ----------- --------- ---------- ---------- ----------
Year Ended June 30, 1997
Deducted from asset accounts: (b)
Allowance for doubtful accounts......... $980 $-- $591 $(249) $1,322
====== ==== ====== ======== ======
Year Ended June 30, 1996
Deducted from asset accounts:
Allowance for doubtful accounts......... $1,152 $-- $-- $(172) $980
====== ==== ====== ======== ======
Year Ended June 30, 1995
Deducted from asset accounts:
Allowance for doubtful accounts......... $2,494 $500 $-- $(1,842) $1,152
====== ==== ====== ======== ======
- ----------------------------
(a) Uncollectible accounts written off, net of recoveries.
(b) Acquired allowance for doubtful accounts at the date of acquisition.
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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 Cellulose Corporation
By: /s/ ROBERT E. CANNON
-----------------------------------------------
Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 26, 1997
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 26, 1997
By: /s/ DAVID B. FERRARO
-----------------------------------------------
David B. Ferraro, Director, President and Chief Operating Officer
Date: September 26, 1997
By: /s/ SAMUEL M. MENCOFF
-----------------------------------------------
Samuel M. Mencoff, Director
Date: September 26, 1997
By: /s/ HARRY J. PHILLIPS, SR.
-----------------------------------------------
Harry J. Phillips, Sr., Director
Date: September 26, 1997
By: /s/ DAVID H. WHITCOMB
-----------------------------------------------
David H. Whitcomb, Sr. Vice President
Date: September 26, 1997
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