SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 12 TO SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
BUCKEYE TECHNOLOGIES INC.
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(Name of Subject Company)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class Of Securities)
11815H 10 4
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(CUSIP Number)
LINDA M. CROUCH
207 MOCKINGBIRD LANE, SUITE 300
JOHNSON CITY, TENNESSEE 37604
(423) 975-7623
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(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications)
January 26, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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CUSIP NO. 11815H 10 4 PAGE 2
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1. Names of Reporting Persons. S.S. or Cannon Family Trust, Robert Howard
I.R.S. Identification Nos. of Above Cannon and Richard Prosser
Persons Guenther, Co-Trustees
62-6300336
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2. Check the Appropriate Box if a Member (a)
of a Group (See Instructions) ----------------------------------
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) Not applicable.
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization Tennessee
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Number of Shares 7. Sole Voting Power 2,214,410
Beneficially ------------------------------------------------------------------------
Owned by Each 8. Shared Voting
Reporting Person Power
with ------------------------------------------------------------------------
9. Sole Dispositive 2,214,410
Power
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10. Shared Dispositive
Power
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11. Aggregate Amount Beneficially Owned 2,214,410
by Each Reporting Person
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12. Check if the Aggregate Amount is
Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount 6.0%
in Row (11)
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14. Type of Reporting Person (See 00
Instructions)
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This Amendment No. 12 to the Schedule 13D relating to shares of common
stock, $.01 par value (the "Common Stock"), of Buckeye Technologies Inc., a
Delaware corporation (the "Issuer"), is being filed by the Cannon Family Trust,
Robert Howard Cannon and Richard Prosser Guenther, Co-Trustees ("CFT"), in order
to report a decrease in its beneficial ownership of greater than 1% of the
Common Stock of Issuer.
Schedule 13D was filed in December 1995 reflecting the initial acquisition
by the Robert E. Cannon Grantor Retained Annuity Trust, Robert Howard Cannon and
Richard Prosser Guenther, Co-Trustees (the "REC GRAT"), and the Kathryn Gracey
Cannon Grantor Retained Annuity Trust, Robert Howard Cannon and Richard Prosser
Guenther, Co-Trustees (the "KGC GRAT"), of shares of the Issuer. (The REC GRAT
and the KGC GRAT were subsequently merged into the CFT.) At that time, the REC
GRAT acquired 2,755,998 shares from the grantor, Robert E. Cannon at no cost and
1,066,082 shares purchased in the Issuer's initial public offering. At that
time, the KGC GRAT had acquired 2,755,830 shares from the grantor, Robert E.
Cannon at no cost and 1,066,080 shares purchased in the issuer's initial public
offering.
Amendment No. 1 to the Schedule 13D was filed in July 1996 reflecting
additional acquisitions of the Issuer's Common Stock by the REC GRAT and the KGC
GRAT. At that time, the REC GRAT acquired 940,534 shares in a private
transaction and 30,284 in the Issuer's secondary offering. At that time, the KGC
GRAT acquired 880,686 shares in a private transaction and 30,292 shares were
purchased in the Issuer's secondary offering.
Amendment No. 2 to the Schedule 13D was filed in March 1999 reflecting a
decrease in ownership of the Issuer's Common Stock by the REC GRAT and the KGC
GRAT. At that time the REC GRAT distributed 254,112 shares and the KGC GRAT
distributed 246,927 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the REC GRAT and the KGC GRAT.
Amendment No. 3 to the Schedule 13D was filed in June 1999 reflecting a
decrease in ownership of the Issuer's Common Stock by the REC GRAT and the KGC
GRAT. At that time the REC GRAT distributed 297,308 shares and the KGC GRAT
distributed 236,058 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the REC GRAT and the KGC GRAT.
Amendment No. 4 to the Schedule 13D was filed in November 1999 reflecting a
decrease in ownership of the Issuer's Common Stock by the REC GRAT and the KGC
GRAT. At that time, the REC GRAT distributed 274,692 shares and the KGC GRAT
distributed 197,609 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the REC GRAT and the KGC GRAT.
Amendment No. 5 to the Schedule 13D was filed in June 2000 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT distributed 428,626 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the CFT.
Amendment No. 6 to the Schedule 13D was filed in September 2000 reflecting
a decrease in ownership of the Issuer's Common Stock by the CFT. At that time,
the CFT distributed 500,000 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the CFT.
Amendment No. 7 to the Schedule 13D was filed in February 2001 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT distributed 825,000 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the CFT.
Amendment No. 8 to the Schedule 13D was filed in August 2001 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT distributed 836,610 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the CFT.
Amendment No. 9 to the Schedule 13D was filed in December 2001 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT distributed 640,000 shares of the Issuer to Katherine Cannon Warren, a
beneficiary of the CFT.
Amendment No. 10 to the Schedule 13D was filed in March 2002 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT distributed 25,000 shares of the Issuer to a charitable organization and
made a distribution of 600,000 shares of the Issuer to Katherine Cannon Warren,
a beneficiary of the CFT.
Amendment No. 11 to the Schedule 13D was filed in August 2003 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT made distributions of (i) 50,000 shares to each of T. Hall Cannon, R. Howard
Cannon and Katherine Cannon Warren, beneficiaries of the CFT and (ii) 500,000
shares to Katherine Cannon Warren, a beneficiary of the CFT.
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ITEM 1. SECURITY AND ISSUER.
The title and class of equity securities to which this statement relates is
Common Stock, par value $.01. The name of the subject company is Buckeye
Technologies Inc. and its principal executive offices are located at 1001
Tillman Street, Memphis, Tennessee 38108.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The entity filing this Amendment No. 12 to the Schedule 13D is the
Cannon Family Trust, Robert Howard Cannon and Richard Prosser Guenther,
Co-Trustees ("CFT").
(b) The principal business address of all of the Cannon Family Trust,
Robert Howard Cannon and Richard Prosser Guenther is 432 East Racquet Club
Place, Memphis, Tennessee 38117.
(d) and (e) Neither the CFT nor its co-trustees, Robert Howard Cannon and
Richard Prosser Guenther have, during the last five years, (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
(c) and (f) Not Applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
The CFT, pursuant to its terms, made distributions totaling 500,000 shares
to Katherine Cannon Warren, a beneficiary of the CFT. These distributions
reduced the ownership of Common Stock of the Issuer by the CFT by greater than
1% of the outstanding Common Stock of the Issuer. The CFT continues to hold the
remaining shares of the Issuer for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) The calculations in this Item are based upon 36,997,350 shares issued
and outstanding as of November 11, 2003 (as reported in the Issuer's Quarterly
Report on form 10-Q filed with the Securities and Exchange Commission on
November 12, 2003). The CFT is now the beneficial owner of 2,214,410 shares,
representing 6.0% of the outstanding shares of Common Stock of the Issuer.
(b) Robert Howard Cannon and Richard Prosser Guenther, co-trustees of the
CFT, have the sole power to vote or to direct the vote, and the sole power to
dispose or to direct the disposition of all of the shares of Common Stock of the
Issuer owned by the CFT.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 27, 2004
CANNON FAMILY TRUST
By: /s/ Robert Howard Cannon
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Robert Howard Cannon, Co-Trustee
By: /s/ Richard Prosser Guenther
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Richard Prosser Guenther, Co-Trustee
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