================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM 11-K
----------------------------------
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended June 30, 2001
------------------------------------
Commission file number: 33-60032
Buckeye Retirement Plus Savings Plan
-------------------------------------
Buckeye Technologies Inc.
1001 Tillman Street, Memphis, TN 38112
901-320-8100
Plan Number 001
Internal Revenue Service-- Employer Identification No. 62-1518973
June 30, 2001 and 2000
================================================================================
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Financial Statements
and Supplemental Schedules
For the Year Ended June 30, 2001
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Contents
Page
Independent Auditor's Report 2
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-8
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at End of Year 9
Independent Auditor's Report
To the Buckeye Investment Committee
Buckeye Retirement Plus Savings Plan
Memphis, Tennessee
We have audited the accompanying statements of net assets available for benefits
of Buckeye Retirement Plus Savings Plan as of June 30, 2001 and 2000, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Buckeye
Retirement Plus Savings Plan at June 30, 2001 and 2000, and the changes in its
net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of June 30, 2001 is presented for
the purpose of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, and is not a required part of the basic financial statements. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Thompson Dunavant PLC
Certified Public Accountants
December 14, 2001
Memphis, Tennessee
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Net Assets Available for Benefits
June 30, 2001 and 2000
2001 2000
------------ -------------
Assets
Investments
Buckeye Master Trust
Mutual funds $ 32,827,996 $ 32,412,280
Common stock of Buckeye Technologies Inc. 16,172,872 23,898,562
Loans to participants 354,192 327,835
---------- -----------
49,355,060 56,638,677
Receivables
Participant contributions 39,058 39,247
Employer contributions - 2,111,894
Other 17,650 -
---------- -----------
56,708 2,151,141
---------- -----------
Net assets available for benefits $ 49,411,768 $ 58,789,818
========== ===========
The accompanying notes are an integral
part of these financial statements.
-3-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended June 30, 2001 and 2000
2001 2000
--------------- ---------------
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair value
of investments $(14,722,572) $ 6,043,875
Interest and dividends 2,571,975 2,080,615
------------ ------------
(12,150,597) 8,124,490
Contributions
Participants 4,056,095 3,524,654
Employer - 2,871,894
Transfer from other plan 1,041,012 -
------------ ------------
5,097,107 6,396,548
------------ ------------
Total additions (deductions) (7,053,490) 14,521,038
Deductions from net assets attributed to:
Benefits paid to participants 2,288,901 2,215,055
Administrative expenses 35,659 32,620
------------- ------------
Total deductions 2,324,560 2,247,675
------------ ------------
Net increase (decrease) in net assets (9,378,050) 12,273,363
Net assets available for benefits
Beginning of year 58,789,818 46,516,455
----------- -----------
End of year $ 49,411,768 $ 58,789,818
=========== ===========
The accompanying notes are an integral
part of these financial statements.
-4-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements
June 30, 2001 and 2000
Note 1 - Description of Plan
The following description of Buckeye Retirement Plus Savings Plan provides only
general information. Readers should refer to the Plan Agreement for a more
complete description of the Plan's provisions.
General
Buckeye Retirement Plus Savings Plan (the "Plan") is a defined contribution plan
covering all full-time salaried and hourly employees of Buckeye Technologies
Inc. and its wholly owned subsidiaries Buckeye Florida, Limited Partnership,
Buckeye Florida Corporation, Buckeye Lumberton Inc., Buckeye Mt. Holly LLC, and
BKI International Inc. (collectively the "Company"). Employees, as defined in
the Plan Agreement, are eligible upon completion of 1,000 hours of service
during their first year of employment or during any plan year (July 1 to June
30). The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Effective July 1, 2000, all full-time salaried and hourly employees of Buckeye
Mt. Holly LLC became eligible for the Plan. The net assets of the Buckeye Mt.
Holly LLC Retirement Savings Plan, approximately $1 million, were transferred to
the Plan on July 1, 2000.
Contributions
Participants may defer up to 10% of their annual compensation and may also
contribute a portion or all of incentive compensation subject to Internal
Revenue Service limitations.
The Company may contribute a percentage, determined annually by the Board of
Directors, of each participants' compensation as defined in the Plan Agreement
provided the participant is employed on the last day of the plan year. As
required by the Plan Agreement, subsequent to June 30, 1996, all Company
contributions are invested in the common stock of Buckeye Technologies Inc. The
Company did not contribute to the Plan for the year ended June 30, 2001. The
Company contribution was $2,871,894 for the year ended June 30, 2000.
Participant accounts
Each participant's account is credited with the participant's contribution, and
an allocation of the Company's contribution made on their behalf plus a
proportionate interest in the investment earnings of the funds in which the
contributions are invested. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in all contributions plus earnings thereon.
Payment of benefits
Participants may choose to receive account distributions either in the form of a
lump sum payment or installments over a period of time as defined in the Plan
Agreement. However, if the participant's vested balance does not exceed $5,000,
the Plan may distribute funds in the form of a lump sum payment without the
consent of the participant.
-5-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 1 - Description of Plan (continued)
Plan termination
Although it has not expressed any intent to do so, the Company has the right to
modify or terminate the Plan at any time subject to the provisions of ERISA and
the Plan Agreement.
Note 2 - Summary of significant accounting policies
Investments
Investments are stated at fair value and represent the Plan's share of the
market value of fund holdings or are based upon quoted market prices. Purchases
and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend
date.
Benefit payments
Benefit payments to participants are recorded upon distribution.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions which affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Note 3 - Investments
At June 30, 2001 and 2000, the Plan's investment assets were held in a trust
account by Fidelity Management Trust Company and consist of an interest in the
Buckeye Master Trust. The Master Trust also includes the investment assets of
Buckeye Retirement Plan. The Master Trust was composed of the common stock of
Buckeye Technologies Inc., interests in ten mutual funds, and participant loans
at June 30, 2001 and 2000.
The Plan allows participants to direct varying portions of their voluntary
contributions into eleven different investment options which include the common
stock of Buckeye Technologies Inc. and ten different investment programs offered
by Fidelity Investments. The ten programs offered by Fidelity Investments
include Fidelity Retirement Money Market Portfolio, Strong Government Securities
Fund, Fidelity Puritan Fund, Alger Capital Appreciation Fund, Spartan U.S.
Equity Index Fund, Davis NY Venture A Fund, Fidelity Growth & Income Fund, NB
Genesis Trust Fund, PIMCO Capital Appreciation Fund, and Fidelity Diversified
International Fund.
-6-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 3 - Investments (continued)
The net investment income of the Master Trust for the years ended June 30, 2001
and 2000 is summarized as follows:
2001 2000
------------ -----------
Interest and dividends $ 4,609,733 $ 3,693,272
Net appreciation (depreciation)
in fair value of investments (24,092,560) 8,903,121
------------ -----------
$(19,482,827) $ 12,596,393
============ ===========
The Plan's interest in the Master Trust as a percentage of net assets of the
Master Trust was 58.4% and 59.3% at June 30, 2001 and 2000, respectively.
Note 4 - Nonparticipant-directed investments
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
2001 2000
------------- --------------
Net assets:
Common stock of Buckeye Technologies Inc. $ 9,584,050 $ 15,356,885
Changes in net assets:
Net appreciation (depreciation) in fair
value of investments (5,367,326) 3,859,498
Contributions - 2,871,894
Benefits paid to participants (403,973) (471,348)
Administrative expenses (1,536) (899)
Note 5 - Loans to participants
The loans to participants were transferred to the Plan with the net assets of
the Alpha Cellulose Corporation Cash Option Thrift Plan on July 1, 1998 and the
net assets of Buckeye Mt. Holly LLC Retirement Savings Plan on July 1, 2000. New
loans are not provided for in the Plan Agreement. The loans are secured by the
balance in the participant's account and retained the existing repayment periods
and interest rates. As of June 30, 2001, interest rates on loans to participants
ranged from 8.75% to 10.0%. Principal and interest is repaid ratably through
payroll deductions.
-7-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 6 - Related party transactions
The Plan purchased $4,267,930 and sold $3,072,683 of the Plan Sponsor's common
stock during the year ended June 30, 2001. The stock held by the Plan at June
30, 2001 and 2000 had a market value of $16,172,872 and $23,898,562,
respectively.
Plan investments include interests in certain investment accounts managed by
Fidelity Investments Institutional Operations Company, Inc. as of June 30, 2001
and 2000. An affiliate of Fidelity Investments Institutional Operations Company,
Inc. is the trustee as defined by the Plan and therefore, these investments and
related investment transactions qualify as party-in-interest. Fees paid to
Fidelity totaled $35,659 and $32,620 for the years ended June 30, 2001 and 2000,
respectively.
The Company provides the Plan with certain management and administrative
services for which no fees are charged.
Note 7 - Tax status
The Plan has received a determination letter from the Internal Revenue Service
stating that the Plan qualifies under the appropriate sections of the Internal
Revenue Code (IRC), and is, therefore, not subject to tax under present income
tax law. The Plan, which has been amended since receiving the determination
letter, is required to operate in conformity with the IRC to maintain its
qualification. Management is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
Note 8 - Concentration of market risk
The Plan has invested a significant portion of its assets in Buckeye
Technologies Inc. common stock. This investment in Buckeye Technologies Inc.
common stock approximates 33% of the Plan's net assets available for benefits as
of June 30, 2001. As a result of this concentration, any significant reduction
in the market value of this stock could adversely affect individual participant
accounts and the net assets of the Plan.
-8-
SUPPLEMENTAL SCHEDULE
BUCKEYE RETIREMENT PLUS SAVINGS
PLAN Schedule of Assets Held for Investment
Purposes at End of Year
EIN: 62-1518973 / Plan Number: 001
June 30, 2001
Current
(a) (b)(c) Identity of Issue/Description (d) Cost (e) Value
------- -------------------------------------------------------------- ----------------- ---------------
Buckeye Master Trust
--------------------
Mutual funds
* Fidelity Growth & Income Fund ** $ 12,691,981
* Spartan U.S. Equity Index Fund ** 6,690,185
* Fidelity Puritan Fund ** 2,437,346
Alger Capital Appreciation Fund ** 2,412,922
PIMCO Capital Appreciation Fund ** 2,127,431
* Fidelity Retirement Money Market Portfolio ** 1,892,767
Davis NY Venture A Fund ** 1,674,321
NB Genesis Trust Fund ** 1,442,584
* Fidelity Diversified International Fund ** 902,273
Strong Government Securities Fund ** 556,186
----------
32,827,996
* Buckeye Technologies Inc. common stock 18,788,229 16,172,872
Loans to participants, interest rates ranging from
8.75% to 10% - 354,192
---------- ----------
Total assets held for investment purposes at end of year $ 18,788,229 $ 49,355,060
========== ==========
* Represents a party-in-interest.
** Cost omitted for participant directed investments.
-9-
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Retirement Plan Committee of the Employee Retirement Plans for Buckeye
Technologies Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Buckeye Retirement Plus Savings Plan
By: /S/ GAYLE L. POWELSON
-------------------------------------------------
Gayle L. Powelson, Senior Vice President, Chief Financial Officer
Date: December 21, 2001