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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended June 30, 2002
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Commission file number: 33-60032
Buckeye Retirement Plus Savings Plan
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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, 2002 and 2001
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BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Financial Statements
and Supplemental Schedule
For the Year Ended June 30, 2002
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 5-9
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year 10
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, 2002 and 2001,
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 of America. 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, 2002 and 2001, 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 of America.
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, 2002 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
November 11, 2002
-2-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Net Assets Available for Benefits
June 30, 2002 and 2001
2002 2001
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Assets
Investments
Buckeye Master Trust
Mutual funds $ 57,589,835 $ 32,827,996
Common stock of Buckeye Technologies Inc. 16,577,592 16,172,872
Loans to participants 292,343 354,192
74,459,770 49,355,060
Receivables
Employer contributions 5,676,532 -
Participant contributions 124,422 39,058
Other 46,712 17,650
5,847,666 56,708
Net assets available for benefits $ 80,307,436 $ 49,411,768
The accompanying notes are an integral
part of these financial statements.
-4-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended June 30, 2002 and 2001
2002 2001
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Additions to (reductions in) net assets attributed to:
Investment income (loss)
Net depreciation in fair value of investments $ (9,754,543) $(14,722,572)
Interest and dividends 578,850 2,571,975
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(9,175,693) (12,150,597)
Participant contributions 3,362,722 4,056,095
Transfer of net assets from other plans 38,966,440 1,041,012
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Total additions (reductions) 33,153,469 (7,053,490)
Deductions from net assets attributed to:
Benefits paid to participants 2,222,276 2,288,901
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Administrative expenses 35,525 35,659
Total deductions 2,257,801 2,324,560
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Net increase (decrease) in net assets 30,895,668 (9,378,050)
Net assets available for benefits
Beginning of year 49,411,768 58,789,818
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End of year $ 80,307,436 $ 49,411,768
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The accompanying notes are an integral
part of these financial statements.
-4-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements
June 30, 2002 and 2001
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 (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).
Contributions
Participants may defer up to 20% 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 years ended June 30, 2002
and 2001.
Participant accounts
Each participant's account is credited with the participant's contribution
and an allocation of the Company's discretionary 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.
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BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2002 and 2001
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, 2002 and 2001, 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 was composed of the common stock of
Buckeye Technologies Inc., interests in ten mutual funds, and participant loans
at June 30, 2002 and 2001.
The Plan allows participants to direct varying portions of their voluntary
contributions and account balances into eleven different investment options
which include the common stock of Buckeye Technologies Inc. and ten different
mutual funds offered by Fidelity Investments.
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BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2002 and 2001
Note 3 - Investments (continued)
The net investment income of the Master Trust for the years ended June 30, 2002
and 2001 is summarized as follows:
2002 2001
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Interest and dividends $ 1,102,601 $ 4,609,734
Net depreciation in fair value of investments (16,131,979) (24,061,690)
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$ (15,029,378) $ (19,451,956)
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The Plan's interest in the Master Trust as a percentage of net assets of the
Master Trust was 100% and 58.4% at June 30, 2002 and 2001, respectively.
The fair value of individual investments which represent five percent (5%) or
more of the Plan's net assets available for benefits as of June 30, 2002 and
2001 is as follows:
2002 2001
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Fidelity Growth & Income Fund $ 21,611,045 $ 12,691,981
Buckeye Technologies Inc. common stock 16,577,592 16,172,872
Fidelity Spartan U.S. Equity Index Fund 10,256,355 6,690,185
Fidelity Retirement Money Market Portfolio 5,067,407 -
Fidelity Puritan Fund 5,037,702 -
NB Genesis Trust Fund 4,170,101 -
During 2002 and 2001, the Plan's investments (including investments bought,
sold and held during the year) appreciated (depreciated) in value as follows:
2002 2001
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Mutual funds $ (4,689,428) $ (5,639,678)
Common stock of Buckeye Technologies Inc. (5,065,115) (9,082,894)
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$ (9,754,543) $(14,722,572)
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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:
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BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2002 and 2001
Note 4 - Nonparticipant-directed investments (continued)
2002 2001
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Net assets:
Common stock of Buckeye Technologies Inc. $6,192,027 $9,584,050
Changes in net assets:
Net depreciation in fair value of investments (3,028,175) (5,367,326)
Benefits paid to participants (362,235) (403,973)
Administrative expenses (1,613) (1,536)
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, 2002, interest rates on loans to
participants ranged from 8.75% to 10%. Principal and interest is repaid ratably
through payroll deductions.
Note 6 - Transfer of net assets from other plans
On June 28, 2002, Buckeye Retirement Plan was merged into the Buckeye Retirement
Plus Savings Plan. Prior to the merger, the plans covered eligible employees
of Buckeye Technologies Inc. and its wholly owned subsidiaries. The transferred
net assets have been recognized in the accounts of the Buckeye Retirement Plus
Savings Plan as of June 28, 2002, at their balances as previously carried in
the accounts of the Buckeye Retirement Plan. The changes in net assets of the
plans are included in their respective statements of changes in net assets
available for benefits for the year ended June 30, 2002. A summary of the
transferred net assets is as follows:
Investments at fair value $ 33,289,908
Employer contributions receivable 5,676,532
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$ 38,966,440
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As a result of this merger, on July 1, 2002 Buckeye Retirement Plus Savings Plan
changed its name to Buckeye Retirement Plan.
On July 1, 2000, Buckeye Mt. Holly LLC Retirement Savings Plan was merged
into Buckeye Retirement Plus Savings Plan. The transferred net assets from
Buckeye Mt. Holly LLC Retirement Savings Plan totaled $1,041,012.
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BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Notes to Financial Statements (Continued)
June 30, 2002 and 2001
Note 7 - Related party transactions
The Plan purchased $1,936,843 and sold $2,941,760 of the Plan Sponsor's common
stock during the year ended June 30, 2002. During the year ended June 30, 2001,
the Plan purchased $4,267,930 and sold $3,072,683 of the Plan Sponsor's common
stock. The stock held by the Plan at June 30, 2002 and 2001 had a market value
of $16,577,592 and $16,172,872, respectively.
Plan investments include interests in certain mutual funds managed by Fidelity
Investments Institutional Operations Company, Inc. as of June 30, 2002 and 2001.
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 $35,525 and $35,659 for the years ended June 30, 2002 and 2001,
respectively.
The Company provides the Plan with certain management and administrative
services for which no fees are charged.
Note 8 - Tax status
The Plan has received a determination letter from the Internal Revenue Service
stating that the Plan qualifies under the applicable 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 9 - 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 21% of the Plan's net assets available for benefits as
of June 30, 2002. 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.
Note 10 - Subsequent event
On July 1, 2002, the Plan was amended and restated to incorporate the basic
features of the Buckeye Retirement Plan. The Buckeye Retirement Plan was merged
into the Plan on June 28, 2002 (see note 6). This restatement includes
changes to participant contributions and Company contributions among other
plan provisions.
Included in the restatement was the change in the name of the Plan to The
Buckeye Retirement Plan effective July 1, 2002.
-9-
BUCKEYE RETIREMENT PLUS SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
EIN: 62-1518973 / Plan Number: 001
June 30, 2002
Current
(a) (b)(c) Identity of Issue/Description (d) Cost (e) Value
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Buckeye Master Trust
Mutual funds
* Fidelity Growth & Income Fund $ ** $21,611,045
* Fidelity Spartan U.S. Equity Index Fund ** 10,256,355
* Fidelity Retirement Money Market Portfolio ** 5,067,407
* Fidelity Puritan Fund ** 5,037,702
NB Genesis Trust Fund ** 4,170,101
Davis NY Venture A Fund ** 3,386,511
Alger Capital Appreciation Fund ** 2,660,544
PIMCO Capital Appreciation Fund ** 2,295,184
Strong Government Securities Fund ** 1,755,951
* Fidelity Diversified International Fund ** 1,349,035
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57,589,835
* Buckeye Technologies Inc. common stock 26,812,343 16,577,592
Loans to participants, interest rates ranging from
8.75% to 10% - 292,343
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Total assets held for investment purposes at end of year $ 26,812,343 $74,459,770
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* Represents a party-in-interest.
** Cost omitted for participant directed investments.
-10-
BUCKEKE RETIREMENT PLUS SAVINGS PLAN
Exhibit Index
Exhibit No. Description
23 Consent of Independent Auditors
-11-
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
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Gayle L. Powelson, Senior Vice President, Chief Financial Officer
Date: December 26, 2002