ROCK TENN CO - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM__________TO__________

COMMISSION FILE NUMBER 0-23340
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ROCK-TENN COMPANY
(Exact name of registrant as specified in its charter)

GEORGIA 62-0342590
(state or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

504 THRASHER STREET, NORCROSS, GEORGIA 30071
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770) 448-2193

Securities Registered Pursuant to Section 12(B) of the Act:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE

Securities Registered Pursuant to Section 12(G) of the Act: NONE

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. [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 6, 2001 (based on the last reported closing price
per share of Class A Common Stock as reported on the New York Stock Exchange on
such date) was approximately $330 million.

As of December 6, 2001, the registrant had 23,040,671 and 10,601,853 shares
of Class A Common Stock and Class B Common Stock outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended
September 30, 2001 are incorporated by reference in Part II. Portions of the
Proxy Statement for the Annual Meeting of Shareholders to be held on January 25,
2002 are incorporated by reference in Parts III and IV.
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INDEX TO FORM 10-K

ROCK-TENN COMPANY

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PART I

ITEM 1. BUSINESS

Unless the context otherwise requires, "we", "us", "our" or "Rock-Tenn"
refers to the business of Rock-Tenn Company and its subsidiaries, including RTS
Packaging, LLC, which we refer to as RTS. We own 65% of RTS and conduct our
interior packaging products business through RTS.

GENERAL

We are a manufacturer of packaging, merchandising displays and 100%
recycled clay-coated and specialty paperboard. Our packaging operations
manufacture folding cartons, solid fiber interior packaging, corrugated
packaging and corrugated sheet stock and plastic packaging and other products.
We also produce laminated paperboard products and corrugating medium, as well as
collect and sell recycled fiber. We operate 64 converting operations, 12
paperboard mills and one distribution facility. These facilities are located in
24 states, Canada, Mexico and Chile.

PRODUCTS

We report our results of operations in three industry segments: (1)
packaging products, (2) merchandising displays and corrugated packaging, and (3)
paperboard. For financial information relating to our segments, please see the
information set forth in Note 11 to our audited consolidated financial
statements incorporated by reference into "Item 8 -- Financial Statements and
Supplementary Data" in this Annual Report.

PACKAGING PRODUCTS

In our packaging segment, we manufacture three lines of packaging products:

- folding cartons,

- solid fiber interior packaging, and

- plastic packaging.

Folding Cartons. We believe that we are the fourth largest producer of
folding cartons in North America. Customers use our folding cartons to package
frozen, dry and perishable food items, paper goods, hardware products, textile,
automotive, apparel and other products. We manufacture folding cartons from
recycled or virgin paperboard, which we print, coat, die-cut and glue in
accordance with customer specifications. We then ship finished cartons to
customers' plants for packing and sealing. We operate 17 folding carton plants
and one distribution facility. Sales of folding cartons to unaffiliated
customers accounted for 41.6%, 40.5% and 42.9% of our net sales in fiscal 2001,
2000 and 1999, respectively.

Interior Packaging Products. We believe that we are the largest
manufacturer of solid fiber interior packaging in North America, which we market
principally to glass container manufacturers and producers of food, beer, wine
and electrical components. We manufacture solid fiber interior packaging
primarily from 100% recycled specialty paperboard. Our solid fiber interior
packaging comes in varying thicknesses to meet different structural requirements
for high speed casing, uncasing and filling lines due to their precision die-cut
construction. We focus on developing high quality, value-added interior
packaging products for specific applications to meet customers' packaging needs.
We operate 11 solid fiber interior packaging plants. Sales of solid fiber
interior packaging products to unaffiliated customers accounted for 8.8%, 9.3%
and 10.3% of our net sales in fiscal 2001, 2000 and 1999, respectively.

Plastic Packaging Products. We manufacture custom thermoformed plastic
packaging and extruded plastic roll stock for sale to the food service,
industrial products, consumer products, healthcare and food processor markets.
We use contact heat and radiant heat thermoforming equipment to manufacture
thermoformed products from plastic roll stock in a wide range of thicknesses,
enabling us to serve a range of product applications. We also operate film
extruders to manufacture plastic roll stock in a wide range of resins

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and colors. We use virgin and recycled plastic resin purchased from third
parties in the extrusion process, including high impact polystyrene, high
density polyethylene, polypropylene, polyethylene terephthalate (PET) and K
resin blends. We operate two plastic packaging plants. Sales of plastic
packaging products to unaffiliated customers accounted for 5.3%, 4.3% and 3.6%
of our net sales in fiscal 2001, 2000 and 1999, respectively.

MERCHANDISING DISPLAYS AND CORRUGATED PACKAGING

In our merchandising displays and corrugated packaging segment, we
manufacture three lines of products:

- temporary and permanent point of purchase displays,

- corrugated packaging, and

- corrugated sheet stock.

Merchandising Displays. We believe we are the largest manufacturer of
temporary point of purchase displays in North America. We manufacture displays
for sale to many of the largest national consumer products companies and to
smaller national and regional consumer products companies. We also manufacture
permanent displays and provide contract packing services for completed displays,
which may include customer products. We operate one facility that manufactures
displays and lithographic laminated packaging and one facility that manufactures
only lithographic laminated packaging. We also operate six contract packing
facilities and nine display sales and design centers. Sales of our merchandising
displays and lithographic laminated packaging to unaffiliated customers
accounted for 12.6%, 10.5% and 8.5% of our net sales in fiscal 2001, 2000 and
1999, respectively.

Corrugated Packaging. We manufacture corrugated packaging and corrugated
sheet stock in a range of flute configurations and structural designs. We market
corrugated packages and corrugated sheet stock products primarily in the
Southeastern U.S. To make corrugated sheet stock, we simultaneously feed
linerboard and corrugating medium into a corrugator that flutes the medium to
specified sizes, glues the linerboard and fluted medium together and slits and
cuts the resulting corrugated paperboard into sheets in accordance with customer
specifications. We market corrugated sheets to corrugated box manufacturers. We
also convert corrugated sheets into corrugated products ranging from one-color
protective cartons to graphically brilliant point-of-purchase containers and
displays. We operate one corrugator, four corrugated packaging plants and one
fulfillment center. Sales of our corrugated packaging products to unaffiliated
customers accounted for 5.3%, 5.5% and 5.0% of our net sales in fiscal 2001,
2000 and 1999, respectively.

PAPERBOARD

In our paperboard segment, we collect recovered paper and produce four
paperboard products:

- 100% recycled clay-coated paperboard,

- 100% recycled specialty paperboard,

- 100% recycled corrugating medium, and

- laminated paperboard products.

Clay-Coated and Specialty Paperboard and Corrugating Medium. We believe we
are the second largest U.S. manufacturer of 100% recycled paperboard (excluding
linerboard, medium and paperboard used in the manufacture of gypsum wallboard).
We market our recycled clay-coated and specialty paperboard to manufacturers of
folding cartons, solid fiber interior packaging, laminated paperboard products,
tube and core products, set-up boxes and other paperboard products. We also
manufacture recycled corrugating medium, which we market to corrugated sheet
manufacturers. We operate 12 paperboard mills. Sales of recycled paperboard
(including corrugating medium) to unaffiliated customers accounted for 16.3%,
17.3% and 16.4% of our net sales in fiscal 2001, 2000 and 1999, respectively.

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Laminated Paperboard Products. We believe we are the largest U.S. producer
of laminated paperboard products for the furniture market and the second largest
U.S. manufacturer of laminated paperboard products in the book cover market. We
convert specialty paperboard into laminated paperboard products for use in book
covers and binders, furniture, automotive components, fiber drums and other
industrial products. We operate six laminated paperboard products plants. Sales
of laminated paperboard products to unaffiliated customers accounted for 7.8%,
9.3% and 11.2% of our net sales in fiscal 2001, 2000 and 1999, respectively.

Recycled Fiber. We operate 14 paper recovery facilities that collect paper
from a number of sources including factories, commercial printers, office
buildings, retail stores and paper converters as well as from other wastepaper
collectors. After sorting and baling, we transfer collected paper to our
paperboard mills for processing or sell it principally to other U.S.
manufacturers of recycled paperboard. Several of our paper recovery facilities
are located near our paperboard mills. This helps minimize freight costs and
provides an additional source of supply of recovered paper for our operations,
which is the principal raw material used to produce recycled paperboard. We also
operate a marketing and brokerage group that serves large national accounts.
Sales of recovered paper to unaffiliated customers accounted for 2.3%, 3.3% and
2.1% of our net sales in fiscal 2001, 2000 and 1999, respectively.

SALES AND MARKETING

In fiscal 2001, we sold:

- packaging products to approximately 3,100 customers,

- merchandising display and corrugated packaging products to approximately
1,100 customers, and

- recycled paperboard, corrugating medium, laminated paperboard products
and recovered paper to approximately 2,100 customers.

None of our customers accounted for more than 5% of our net sales in fiscal
2001. We generally manufacture our products pursuant to customers' orders. Some
of our products are marketed to key customers. The loss of any key customer
could have an adverse effect on the net income attributable to the applicable
segment and, depending on the significance of such product line to our
operations, our results of operations. We believe that we have strong
relationships with our customers.

Each of our product lines is marketed through its own sales force. Each
sales force maintains direct sales relationships with customers. We also market
several product lines, including folding cartons and book covers, through
independent sales representatives and independent distributors, respectively.
Sales personnel are supervised by regional sales managers, plant general
managers or the general manager for the particular product line, who support and
coordinate the sales activities within their designated area. We pay our
paperboard and laminated paperboard products sales personnel a base salary, and
we generally pay our packaging products and merchandising display products sales
personnel a base salary plus commission. We pay our independent sales
representatives on a commission basis.

COMPETITION

The packaging products and paperboard industries are highly competitive,
and no single company dominates either industry. Our competitors include large,
vertically integrated packaging products and paperboard companies and numerous
smaller companies. In the folding carton and corrugated packaging markets, we
compete with a significant number of national, regional and local packaging
suppliers. In the fiber interior packaging, point-of-purchase display,
thermoformed plastic packaging and laminated paperboard products markets, we
compete with a smaller number of national, regional and local companies offering
highly specialized products. We also compete with foreign companies in the book
cover market. In the paperboard segment, we compete with integrated and
non-integrated national, regional and local companies manufacturing various
grades of recycled and recycled content paperboard. Our paperboard also competes
with virgin paperboard.

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The primary competitive factors in the packaging products and paperboard
industries are price, design, product innovation, quality and service, with
varying emphasis on these factors depending on the product line and customer
preferences. We believe that we compete effectively with respect to each of
these factors. However, to the extent any of our competitors becomes more
successful with respect to any key competitive factor, our business could be
materially adversely affected.

The packaging products and recycled paperboard industries have undergone
significant consolidation in recent years. We believe that current trends within
these industries will result in further consolidation. Within the packaging
products industry, larger corporate customers with an expanded geographic
presence have tended in recent years to seek suppliers who can, because of their
broad geographic presence, efficiently and economically supply all of the
customers' packaging needs. In addition, during recent years, purchasers of
recycled paperboard and packaging products have demanded higher quality products
meeting stricter quality control requirements. These market trends could
adversely affect our results of operations or, alternatively, favor our products
depending on our competitive position in specific product lines.

GOVERNMENTAL REGULATION

HEALTH AND SAFETY REGULATIONS

Our operations are subject to federal, state, local and foreign laws and
regulations relating to workplace safety and worker health including the
Occupational Safety and Health Act and regulations promulgated thereunder. This
Act, among other things, establishes asbestos and noise standards and regulates
the use of hazardous chemicals in the work place. Although we do not use
asbestos in manufacturing our products, some of our facilities contain asbestos.
For those facilities where asbestos is present we have properly contained this
asbestos or we have implemented comprehensive operations and maintenance plans
for those facilities. We do not believe that future compliance with health and
safety laws and regulations will have a material adverse effect on our results
of operations, financial condition or cash flows.

ENVIRONMENTAL REGULATION

We are subject to various federal, state, local and foreign environmental
laws and regulations, including those regulating the discharge, storage,
handling and disposal of a variety of substances. These laws and regulations
include, among others, the Comprehensive Environmental Response, Compensation
and Liability Act, which we refer to as CERCLA, the Clean Air Act (as amended in
1990), the Clean Water Act, the Resource Conservation and Recovery Act
(including amendments relating to underground tanks) and the Toxic Substances
Control Act. These environmental regulatory programs are primarily administered
by the U.S. Environmental Protection Agency. In addition, some states in which
we operate have adopted equivalent or more stringent environmental laws and
regulations or have enacted their own parallel environmental programs, which are
enforced through various state administrative agencies.

We do not believe that future compliance with these environmental laws and
regulations will have a material adverse effect on our results of operations,
financial condition or cash flows. However, environmental laws and regulations
are becoming increasingly stringent. Consequently, our compliance and
remediation costs could increase materially. In addition, we cannot currently
assess with certainty the impact that the future emissions standards and
enforcement practices under the 1990 amendments to the Clean Air Act will have
on our operations or capital expenditure requirements. However, we believe that
any such impact or capital expenditures will not have a material adverse effect
on our results of operations, financial condition or cash flows.

We estimate that we will spend $1.0 million to $2.0 million for capital
expenditures during fiscal year 2002 in connection with matters relating to
environmental compliance. Over the next twelve months, we will also need to
upgrade or replace a boiler at one of our facilities in Texas to comply with new
state air pollution control requirements. We estimate the cost for upgrading or
replacing that boiler to be in the range of $0.3 million to $3.5 million. In the
event we are not able to upgrade or replace the boiler prior to the new air
pollution control requirements going into effect, we may have to temporarily
suspend a portion of our

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operations at our Dallas, Texas facility. We do not believe that such a
disruption, if it were to occur, would have a material adverse effect on our
results of operations.

In addition, we may need to modify or replace the coal-fired boilers at two
of our facilities in order to operate cost effectively while complying with
emissions regulations under the Clean Air Act. We estimate these improvements
could cost from $4.0 million to $9.0 million. If required, we anticipate those
costs to be incurred within the next three years.

On February 9, 1999, we received a letter from the Michigan Department of
Environmental Quality, which we refer to as MDEQ, in which the MDEQ alleged that
we were in violation of the Michigan Natural Resources and Environmental
Protection Act, as well as the facility's wastewater discharge permit at one of
our Michigan facilities. The letter alleged that we exceeded several numerical
limitations for chemical parameters outlined in the wastewater permit and
violated other wastewater discharge criteria. The MDEQ further alleged that we
are liable for contamination contained on the facility property as well as for
contributing contamination to the Kalamazoo River site. The letter requested
that we commit, in the form of a binding agreement, to undertake the necessary
and appropriate response activities and response actions to address
contamination in both areas. We have entered into an administrative consent
order pursuant to which improvements are being made to the facility's wastewater
treatment system and we have paid a $75,000 settlement amount. We have also
agreed to pay an additional $30,000 for past and future oversight costs incurred
by the State of Michigan, which payment will be made in three equal installments
over the next two years, the first of which has already been made. The cost of
making upgrades to the wastewater treatment systems is estimated to be
approximately $1.4 million, of which we have incurred $0.5 million as of
September 30, 2001. Nothing contained in the order constitutes an admission of
liability or any factual finding, allegation or legal conclusion on our part.
The order was completed during the first quarter of fiscal 2001. To date, the
MDEQ has not made any other demand regarding our alleged liability for
contamination at the Kalamazoo River site.

We have been identified as a potentially responsible party, which we refer
to as a PRP, at eight active "superfund" sites pursuant to CERCLA or comparable
state statutes. No remediation costs or allocations have been determined with
respect to such sites other than costs that were not material to us. Based upon
currently available information and the opinions of our environmental compliance
managers and general counsel, although there can be no assurance, we believe
that any liability we may have at any site will not have a material adverse
effect on our results of operations, financial condition or cash flows.

EMPLOYEES

At September 30, 2001, we had 8,514 employees. Of these employees, 6,614
were hourly and 1,900 were salaried. Approximately 3,009 of our hourly employees
are covered by union collective bargaining agreements, which generally have
three-year terms. We have not experienced any work stoppages in the past 10
years, and management believes that our relations with our employees are good.

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ITEM 2. PROPERTIES

The following table shows information about our paperboard mills:

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* Reflects the production capacity of one of our two paperboard machines that
has been converted to manufacture gypsum wallboard facing paper and is owned
by Seven Hills Paperboard, LLC, an entity in which we own 49% of the equity.
The other paperboard machine at our Lynchburg, Virginia paperboard mill has
been temporarily shutdown.

In addition to our paperboard mills set forth above, we also operate 64
converting operations and one distribution facility that are located in 22
states (mainly in the Southwestern, Southeastern, Midwestern and Northeastern
U.S.), Canada, Mexico and Chile. Of our facilities, we own 62 and lease 15. Our
principal executive offices, which we own, are located in Norcross, Georgia. We
believe that our existing production capacity is adequate to service existing
demand for our products. We consider our plants and equipment to be in good
condition.

ITEM 3. LEGAL PROCEEDINGS

We are a party to litigation incidental to our business from time to time.
We are not currently a party to any litigation that management believes, if
determined adversely to us, would have a material adverse effect on our results
of operations, financial condition or cash flows. For additional information
regarding litigation to which we are a party, which is incorporated by reference
into this item, see "Item 1 -- Business -- Environmental Regulation."

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM X. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of our company are as follows:

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* The paperboard group consists of the recycled fiber, specialty paperboard,
coated paperboard and laminated paperboard products divisions.

James A. Rubright has served as chairman of the board since January 2000
and chief executive officer since October 1999. Prior to joining our company,
from February 1994 until October 1999, Mr. Rubright served as an executive
officer of Sonat, Inc., an energy concern. From 1995 to 1996 Mr. Rubright was
senior vice president, general counsel and chief accounting officer of Sonat,
Inc. In 1996 Mr. Rubright became senior vice president of Sonat, Inc. and head
of Sonat's interstate natural gas pipeline group, and in 1998 he became
executive vice president of Sonat, Inc. with responsibility for Sonat's
interstate natural gas pipeline group and energy services businesses. Mr.
Rubright is also a director of AGL Resources Inc., an energy company, and
Avondale Incorporated, a textile manufacturing company.

David E. Dreibelbis has served as executive vice president and general
manager of our paperboard group since November 2000. From September 1992 to
October 2000, Mr. Dreibelbis was the executive vice president and general
manager of our mill group. From July 1985 until September 1992, Mr. Dreibelbis
was executive vice president and general manager of our recycled division. Mr.
Dreibelbis joined our company in April 1979.

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Nicholas G. George has served as executive vice president and general
manager of our folding carton division since June 1991. Mr. George was vice
president and general sales manager of our folding carton division from January
1991 until June 1991. Mr. George was vice president of folding sales, western
area, from July 1986 until January 1991. Mr. George joined our company in May
1980.

Steven C. Voorhees has served as executive vice president and chief
financial officer since September 2000. From November 1999 to August 2000, Mr.
Voorhees served as managing partner of Kinetic Partners LLC, a power plant
development and energy consulting firm. From July 1980 to October 2000, Mr.
Voorhees served as an executive of Sonat, Inc., an energy company. From 1995 to
2000, Mr. Voorhees served in a variety of executive positions including
executive vice president of Sonat Marketing, a natural gas marketing company,
executive vice president of Sonat Power Marketing, a natural gas marketing
company and as executive vice president of Sonat Power, a power plant
development company.

Russell M. Currey has served as executive vice president and general
manager of our corrugated packaging division since March 2001. From December
1994 to February 2001, Mr. Currey was the senior vice president of marketing and
planning. Mr. Currey served as executive vice president and general manager of
our recycled fiber division from September 1992 until August 1994. From February
1990 until September 1992, Mr. Currey served as manager of strategic development
for our paperboard group. From July 1986 until February 1990, he was general
manager of one of our recycled fiber plants. Mr. Currey joined our company in
July 1983. Mr. Currey is the son of Bradley Currey, Jr. and the nephew of Robert
B. Currey, both of whom are directors of our company.

Vincent J. D'Amelio has served as executive vice president and general
manager of our plastic packaging division since July 1998. From 1994 until July
1998, he was vice president of manufacturing for our plastic packaging division.
Mr. D'Amelio joined our company in 1994.

Terry W. Durham has served as executive vice president and general manager
of our laminated paperboard products division since July 2000. From September
1997 through July 2000, Mr. Durham served as senior vice president and chief
operating officer of RTS. From April 1992 through August 1997, Mr. Durham was
division general manager of the fiber partition division of Sonoco Products
Company.

James L. Einstein has served as executive vice president and general
manager of our Alliance division since November 2000. From January 1995 until
October 2000, Mr. Einstein served as vice president and general manager of our
display operations. Prior to joining our company, Mr. Einstein served as
president and chief executive officer of Alliance Display and Packaging Company
from 1991 until 1995.

Paul J. England has served as executive vice president and general manager
of our specialty paperboard division since September 1997. Mr. England served as
executive vice president and general manager of our recycled fiber division from
September 1994 until September 1997. From September 1989 to September 1994, Mr.
England served in various capacities, including general manager of one of our
paperboard mills. Mr. England joined our company in September 1989.

Stephen P. Flanagan has served as executive vice president and general
manager of our recycled fiber division since July 1998. From 1983 until 1995, he
was general manager of one of our recycled fiber plants. From 1995 until July
1998, Mr. Flanagan served as regional manager, southwest region, for our
recycled fiber division. Mr. Flanagan joined our company in 1983.

James K. Hansen has served as executive vice president and general manager
of our coated paperboard division since September 1997. Mr. Hansen served as
executive vice president and general manager of our mill division from May 1990
until September 1997. From 1984 until May 1990, he was general manager of one of
our paperboard mills. Mr. Hansen joined our company in April 1979.

Jodi L. Littlestone has served as vice president of employee and
organizational effectiveness since May 2001. From January 2001 until April 2001,
Ms. Littlestone served as vice president of human capital for Idapta, a software
product development company, and from May 1998 until January 2001, Ms.
Littlestone served as senior vice president of worldwide human resources for
iXL, Inc. (which merged in November 2001 with Scient, Inc.), an Internet
strategy and consulting firm. From March 1997 until April 1998,

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Ms. Littlestone served as director of human resources for BellSouth.net, the
Internet division of BellSouth Corporation, and from January 1995 until February
1997, she served as director of human resources for the 1996 Atlanta Paralympic
Games.

Robert B. McIntosh has served as senior vice president, general counsel and
secretary since August 2000. From September 1995 until July 2000, Mr. McIntosh
served as vice president, general counsel and assistant secretary.

Richard E. Steed has served as the president and chief executive officer of
RTS since September 1997. From December 1991 until September 1997, Mr. Steed
served as executive vice president and general manager of our partition
division. From December 1986 until December 1991, Mr. Steed served as executive
vice president and general manager of our plastic packaging division. Mr. Steed
joined our company in December 1975.

All our executive officers are elected annually by and serve at the
discretion of either the board of directors or the chairman of the board. Mr.
Steed is elected annually and serves at the discretion of the managing board of
RTS.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The market price information under the heading "Shareholder
Information -- Price Range of Class A Common Stock" on page 55, the shareholder
information under the heading "Shareholder Information -- Common Stock" on page
55 and the dividend information under the heading "Five-Year Selected Financial
and Operating Highlights" on page 22 of the Annual Report to Shareholders for
the year ended September 30, 2001 are incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information under the heading "Five-Year Selected Financial and
Operating Highlights" for the years ended September 30, 1997 through 2001 on
page 22 of the Annual Report to Shareholders for the year ended September 30,
2001 is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information under the heading "Management Discussion and Analysis of
Results of Operations and Financial Condition" on pages 23 through 33 of the
Annual Report to Shareholders for the year ended September 30, 2001 is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information under the heading "Market Risk Sensitive Instruments and
Positions" on pages 29 through 30 of the Annual Report to Shareholders for the
year ended September 30, 2001 is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of our company and our subsidiaries
included in the Annual Report to Shareholders for the year ended September 30,
2001 are incorporated herein by reference:

Consolidated Statements of Operations for the years ended September 30,
2001, 2000 and 1999.

Consolidated Balance Sheets as of September 30, 2001 and 2000.

Consolidated Statements of Shareholders' Equity for the years ended
September 30, 2001, 2000 and 1999.

Consolidated Statements of Cash Flows for the years ended September 30,
2001, 2000 and 1999.

Notes to Consolidated Financial Statements.

The information in Note 12, "Financial Results by Quarter (Unaudited)" for
the years ended September 30, 2001, 2000 and 1999 on page 51 of the Annual
Report to Shareholders for the year ended September 30, 2001 is incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The sections under the heading "Election of Directors" entitled "Nominees
for Election -- Term Expiring 2005," "Incumbent Directors -- Term Expiring
2004," "Incumbent Directors -- Term Expiring 2003" and "Incumbent
Director -- Term Expiring 2002" in the Proxy Statement for the Annual Meeting of
Shareholders to be held January 25, 2002 are incorporated herein by reference
for information on the directors of the Registrant. See Item X in Part I hereof
for information regarding the executive officers of the Registrant. The section
under the heading "Other Matters" entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement for the Annual Meeting of
Shareholders to be held on January 25, 2002 is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The section under the heading "Election of Directors" entitled
"Compensation of Directors" and the sections under the heading "Executive
Compensation" entitled "Summary Compensation Table," "Option Grants Table,"
"Aggregated Options Table," "Pension Plan Table" in the Proxy Statement for the
Annual Meeting of Shareholders to be held on January 25, 2002 are incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the heading "Common Stock Ownership by Management and
Principal Shareholders" in the Proxy Statement for the Annual Meeting of
Shareholders to be held on January 25, 2002 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Certain Transactions" in the Proxy
Statement for the Annual Meeting of Shareholders to be held on January 25, 2002
is incorporated herein by reference.

13

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) 1. FINANCIAL STATEMENTS.

The following Consolidated Financial Statements of our company and our
consolidated subsidiaries and the Report of the Independent Auditors, included
in our Annual Report to Shareholders for the year ended September 30, 2001 are
incorporated by reference in Part II, Item 8:

Consolidated Statements of Operations for the years ended September 30,
2001, 2000 and 1999.

Consolidated Balance Sheets as of September 30, 2001 and 2000.

Consolidated Statements of Shareholders' Equity for the years ended
September 30, 2001, 2000 and 1999.

Consolidated Statements of Cash Flows for the years ended September 30,
2001, 2000 and 1999.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

No Current Reports on Form 8-K have been filed in the last quarter of the
fiscal year ended September 30, 2001.

2. FINANCIAL STATEMENT SCHEDULE OF ROCK-TENN COMPANY.

The following financial statement schedule is included in Part IV of this
report:

Schedule II -- Valuation and Qualifying Accounts.

All other schedules are omitted because they are not applicable or not
required.

3. EXHIBITS.

(B) REPORTS ON FORM 8-K

Not applicable.

(C) SEE ITEM 14(A)(3) AND SEPARATE EXHIBIT INDEX ATTACHED HERETO.

(D) NOT APPLICABLE.

15

SIGNATURES

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.

ROCK-TENN COMPANY

Dated: December 20, 2001 By: /s/ JAMES A. RUBRIGHT
------------------------------------
James A. Rubright
Chairman of the Board and
Chief Executive Officer

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:

16

INDEX TO EXHIBITS

SCHEDULE II

ROCK-TENN COMPANY

SEPTEMBER 30, 2001

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(1) This reserve was recorded in connection with plant closings and employee
terminations, net of reversals of $197, $649 and $300 in fiscal 2001, 2000
and 1999, respectively.