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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, 1998
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Commission file number: 33-60032
BUCKEYE TECHNOLOGIES INC.
Incorporated pursuant to the Laws of Delaware
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Internal Revenue Service -- Employer Identification No. 62-1518973
1001 Tillman Street, Memphis, TN 38112
901-320-8100
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Securities registered pursuant to Section 12(b) of the Act:
Title of Securities: Common Stock - $.01 par value
Exchanges on which Registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
8-1/2% Senior Subordinated Notes due 2005
9-1/4% Senior Subordinated Notes due 2008
8% Senior Subordinated Notes due 2010
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No
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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 17, 1998, the aggregate market value of the registrant's voting
shares held by non-affiliates was approximately $437,345,000.
As of September 17, 1998, there were outstanding 35,900,436 Common Shares of
the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Buckeye Technologies Inc.'s 1998 Annual Report are incorporated by
reference into Part I and Part II. Portions of Buckeye Technologies Inc.'s 1998
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............................................................. 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 Technologies Inc. (the Company or Buckeye) is a leading
manufacturer and worldwide marketer of value-added cellulose-based specialty
products. The Company utilizes its expertise in polymer chemistry and its
state-of-the-art manufacturing facilities to develop and produce innovative
proprietary products for its customers. The Company sells its products to a wide
array of technically demanding niche markets in which its proprietary products
and commitment to customer technical service give it a competitive advantage.
Buckeye is the world's only manufacturer offering cellulose-based specialty
products made from both wood and cotton and utilizing both wet-laid and air-laid
technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors.
The Company believes that it has leading positions in most of the
high-end niche markets in which it competes. Buckeye's focus on niche specialty
cellulose markets has enabled it to maintain consistently strong sales growth
and stable operating margins, even during downturns in the commodity cellulose
markets.
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 March 1993, the Company began operations as Buckeye
Cellulose Corporation and Buckeye Florida, Limited Partnership. Additional
information is incorporated herein by reference to the Financial Review on page
6 and Note 1, Accounting Policies, to the Consolidated Financial Statements on
page 14 of the Company's 1998 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 16 and 17 of the Company's 1998
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
technologies. As a result, the Company produces a broader range of
cellulose-based specialty products than any of its competitors.
Additional information is incorporated herein by reference to the
insert titled "A Few Words About What We Do" located between pages 3 and 4 and
Buckeye's Product Categories on page 4 of the Company's 1998 Annual Report.
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RAW MATERIALS
Slash pine timber and cotton fiber are the principal raw materials used
in the manufacture of the Company's specialty cellulose and absorbent cellulose
products. They represent the largest components of the Company's variable costs
of production. The region surrounding Buckeye's plant located in Perry, Florida
(the Foley Plant) has a high concentration of slash pine timber, which enables
Buckeye to purchase adequate supplies of a species well suited to its products
at an attractive cost. In order to be better assured of a secure source of wood
at reasonable prices, the Company has entered into various timber purchase
agreements. Additional information is incorporated herein by reference to Note
14, Purchase Commitments, to the Consolidated Financial Statements, which
appears on pages 22-23 of the Company's 1998 Annual Report.
The Company purchases cotton fiber either directly from cotton seed 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. Generally, the Company purchases substantially
all of its requirements of cotton fiber for the Memphis and Lumberton plants
domestically. The Glueckstadt plant purchases cotton fiber principally from
suppliers in the Middle East.
The cost of both slash pine timber and cotton fiber is subject to
market fluctuations caused by supply and demand factors beyond the Company's
control.
SALES AND CUSTOMERS
The Company's products are marketed and sold through a highly trained
and technically skilled in-house sales force. The Company maintains sales
offices in Memphis, Tennessee, and Geneva, Switzerland. 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 50 countries
around the world. The Company's fiscal 1998 sales reflect this geographic
diversity, with 31% of sales in the United States, 38% in Europe, 17% in Asia
and 14% in other regions. Geographic segment data and export sales data is
included in Note 12, Geographic Reporting, to the Consolidated Financial
Statements which appears on pages 22-23 of the Company's 1998 Annual Report, and
is incorporated herein by reference.
The high-end, technically demanding specialty niches that Buckeye
serves require a higher level of sales and technical service support than do
commodity cellulose sales. Most of the Company's technically trained sales and
service engineers began their careers in the Company's manufacturing or product
development operations. These professionals work with customers in their plants
to design cellulose tailored precisely to their product needs and manufacturing
processes.
Procter & Gamble, the world's largest diaper manufacturer, is the
Company's largest customer, accounting for 31% of the Company's fiscal 1998
gross sales. The Company and Procter & Gamble have entered into a long-term Pulp
Supply Agreement, which requires Procter & Gamble to purchase specified tonnage
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 through calendar year 1998 is based 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 specified provision to cover the Company's manufacturing costs
and profit margin (ii) a provision for escalation based on Consumer Price Index
changes, and (iii) a provision to adjust for all actual changes in the price of
wood, the major raw material
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component of the fluff pulp purchased under the contract. Buckeye's next four
largest customers in the aggregate account for approximately 13% of gross sales.
Over 90% of the Company's worldwide sales are denominated in U.S.
dollars, and such sales are not subject to exchange rate fluctuations. The
Company's products are shipped by rail, truck and ocean carrier.
RESEARCH AND DEVELOPMENT
The Company's research and development activities focus on developing
new specialty cellulose and absorbent products, improving existing products, and
enhancing process technologies to further reduce costs and respond to
environmental needs. The Company has a history of innovation in specialty
cellulose products. The acquisition of Merfin added capability in the research
and development of new air-laid absorbent products. Buckeye has pilot plant
facilities in which to produce experimental cellulose products for qualification
in customers' plants. The Company has announced plans to invest $7.0 million in
a new air-laid nonwovens pilot plant. This proprietary pilot facility will
support Buckeye's development efforts with a number of leading consumer products
companies and speed delivery of these breakthrough absorbent products to the
marketplace.
Research and development costs of $10.7 million, $8.4 million, and $5.4
million were charged to expense as incurred for the years ended June 30, 1998,
1997 and 1996, respectively.
COMPETITION
Buckeye's competitors include the following: Borregaard Industries,
Limited (Norway), Concert Industries (Canada), Duni AB (Sweden), Fort James
(U.S.), Georgia-Pacific Corporation (U.S.), Havix (Japan), Honshu (Japan),
Hosposables (U.S.), International Paper Company (U.S.), Personal Care Group
(U.S.), Rayonier, Inc. (U.S.), Sappi Limited (South Africa), Southern Cellulose
Products Inc. (U.S.), Spontex (U.K.), Tembec Inc. (Canada), UPM-Kymmene
Corporation (Finland), Western Pulp Limited Partnership (Canada), and
Weyerhaeuser Company (U.S.). Competition is based on product performance,
technical service, and, to a lesser extent, price. Southern Cellulose Products
Inc. is owned by Archer Daniels Midland, a subsidiary of which supplies cotton
fibers to the Company.
INTELLECTUAL PROPERTY
The Company currently holds five U. S. patents and three foreign
patents, and has 12 applications pending or in preparation. In addition, the
Company has access to royalty-free licenses for five U.S. patents and two
foreign patents. Buckeye intends to protect its patents, file the applications
in preparation, and file applications for any future inventions that are deemed
to be important to its business operations.
INFLATION
The Company believes that inflation has not had a material effect on
its results of operations 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, 1998, the Company employed approximately 1,800 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 (approximately 600 hourly employees) with the United Paper
Workers International Union, AFL-CIO, Local #1192; and at the Memphis Plant
(approximately 180 hourly employees) 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, 2002. 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's operations are subject to extensive general and
industry-specific federal, state, local and foreign environmental laws and
regulations. The Company devotes significant resources to maintaining compliance
with such requirements. The Company expects that, due to the nature of its
operations, it will be subject to increasingly stringent environmental
requirements (including standards applicable to waste water discharges and air
emissions) and will continue to incur substantial costs to comply with such
requirements. Given the uncertainties associated with predicting the scope of
future requirements, there can be no assurance that the Company will not in the
future incur material environmental compliance costs or liabilities.
Additional information is incorporated herein by reference to Note 15,
Contingencies, to the Consolidated Financial Statements, on pages 23 and 24 of
the Company's 1998 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 Delta, Canada Plant and the Glueckstadt, Germany Plant. The Company leases
buildings that house the King, North Carolina Plant, the sales offices in
Geneva, Switzerland and distribution facilities in Savannah, Georgia.
Memphis Plant. The Memphis Plant is located on an approximately 75-acre
site adjacent to the headquarters complex. The Memphis Plant has capacity of
approximately 100,000 annual metric tons of cotton cellulose.
Foley Plant. The Foley Plant is located at Perry, Florida, on a 2,900 acre
site. The Company also owns 13,000 acres of real property near the plant site.
The Foley Plant has capacity of approximately 460,000 annual metric tons of wood
cellulose.
Glueckstadt Plant. The Glueckstadt Plant is located in close proximity to
the Elbe River near Hamburg, Germany. The site is adjacent to the paper plant of
Steinbeis Temming Papier GmbH. Some utilities, including steam, power, water and
waste treatment, are shared between the plants pursuant to various utility
agreements. The Glueckstadt Plant has a capacity of approximately 50,000 annual
metric tons and is the largest cotton cellulose plant in Europe.
Lumberton Plant. The Lumberton Plant, which is located in Lumberton, North
Carolina on an approximately 65-acre site, has a capacity of approximately
50,000 annual metric tons of cotton cellulose.
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 has 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
For Submission of Matters to a Vote of Security Holders, please see the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
On June 11, 1998, the Company issued 8% Senior Subordinated Notes due 2010
in the principal amount of $150,000,000 (the Old Notes) pursuant to Rule 144A
under the Securities Act of 1933, as amended (the Securities Act). Morgan
Stanley & Co. Incorporated, Salomon Brothers Inc., Credit Suisse First Boston
Corporation and TD Securities (USA) Inc. served as placement agents and received
approximately $3.0 million in commissions. On August 25, 1998, the Company
exchanged notes registered pursuant to a Registration Statement under the
Securities Act in an equal amount to the Old Notes, the terms and form of which
were the same as the terms and form of the Old Notes. Additional information on
this item is set forth under the caption "Shareholder Information" on page 28 in
the Company's 1998 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 26 in the Company's 1998 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 1998 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 page 8 in the Company's 1998 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 10-24 in the Company's 1998 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 18, 1998 are:
Elected to
Name Age Position Present Position
------------------- --- ---------------------------------------------------- ----------------
Robert E. Cannon* 68 Chairman of the Board, Chief Executive Officer and March 1993
Director
David B. Ferraro* 60 President, Chief Operating Officer and Director March 1993
Henry P. Doggrell** 50 Sr. Vice President, Corporate Affairs July 1997
George B. Ellis* 58 Sr. Vice President, Manufacturing-Specialty Cellulose July 1997
E. Allen, Eppinger* 60 Sr. Vice President, Manufacturing-Absorbent Products July 1997
Paul N. Horne* 42 Sr. Vice President, Commercial-Specialty Cellulose July 1997
B. Jerry L. Huff* 59 Sr. Vice President, Research & Development July 1997
Kristopher J. Matula** 36 Sr. Vice President, Commercial-Absorbent Products July 1997
David H. Whitcomb* 58 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 1998 Annual Proxy
Statement.
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ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is set forth on pages 6-8 of the
Company's 1998 Annual Proxy Statement and is incorporated herein by reference,
but does not include the "Report of the Compensation Committee" on pages 4-5.
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 9-10 in the Company's 1998 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 10 in the
Company's 1998 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, 1998,
1997 and 1996
- Consolidated Balance Sheets -- June 30, 1998 and 1997
- Consolidated Statements of Stockholders' Equity -- For the years ended June 30, 1998,
1997 and 1996
- Consolidated Statements of Cash Flows -- For the years ended June 30, 1998,
1997 and 1996
- 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 Second Amended and Restated Certificate of Incorporation *****
3.1 (a) Articles of Amendment to the Second Amended and Restated
Certificate of Incorporation of Registrant ******
3.2 Amended and Restated By-laws of the Registrant. *
4.1 Indenture for 8 1/2% Senior Subordinated Notes due 2005, dated
November 28, 1995 *
4.2 Indenture for 9 1/4% Senior Subordinated Notes due 2008, dated July 2, 1996 **
4.3 Indenture for 8% Senior Subordinated Notes due 2010, dated June 11, 1998 ******
10.1 Amended and Restated 1995 Management Stock Option Plan of the Registrant.
10.2 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.
10.4 Form of Stock Option Subscription Agreement.
10.5 Formula Plan for Non-Employee Directors **
10.6 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. ***
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10.7 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 ***
10.8 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. ***
10.9 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. ***
10.10 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. ***
10.11 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 Technologies Inc. 1998 Annual Report.
21.1 Subsidiaries of the Registrant.
23.0 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule. (For SEC use only)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended June 30, 1998.
* 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 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.
**** Incorporated by reference to the Registrant's Current Report on Form 10-K dated June 30, 1997.
***** Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for quarterly
period ended December 31, 1997.
****** 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.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Column B Column C Column D Column E
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Additions
-------------------------
Balance Charged to Charged Balance
at to to at
Beginning Costs Other (a) End
of and Accounts Deductions of
Description Period Expenses --Describe --Describe Period
- ----------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1998
Deducted from asset accounts:
Allowance for doubtful accounts......... $1,322 $34 $-- $(182) $1,174
====== === === ===== ======
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
====== === === ===== ======
- -----------------
(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 Technologies Inc.
By: /s/ Robert E. Cannon
-------------------------------------------------------------------------
Robert E. Cannon, Director, Chairman of the Board and Chief Executive Officer
Date: September 23, 1998
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 23, 1998
By: /s/ David B. Ferraro
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David B. Ferraro, Director, President and Chief Operating Officer
Date: September 23, 1998
By: /s/ Samuel M. Mencoff
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Samuel M. Mencoff, Director
Date: September 23, 1998
By: /s/ Harry J. Phillips, Sr.
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Harry J. Phillips, Sr., Director
Date: September 23, 1998
By: /s/ David H. Whitcomb, Sr.
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David H. Whitcomb, Sr. Vice President
Date: September 23, 1998
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