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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, 2001
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Commission file number: 33-60032
Buckeye Retirement Plan
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Buckeye Technologies Inc.
1001 Tillman Street, Memphis, TN 38112
901-320-8100
Plan Number 002
Internal Revenue Service - Employer Identification No. 62-1518973
June 30, 2001 and 2000
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BUCKEYE RETIREMENT PLAN
Financial Statements
and Supplemental Schedule
For the Year Ended June 30, 2001
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 Schedule
Schedule of Assets Held for Investment Purposes at End of Year 9
Independent Auditor's Report
To the Buckeye Investment Committee
Buckeye Retirement Plan
Memphis, Tennessee
We have audited the accompanying statements of net assets available for
benefits of Buckeye Retirement 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 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 audits were 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 PLAN
Statements of Net Assets Available for Benefits
June 30, 2001 and 2000
2001 2000
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Assets
Investments
Buckeye Master Trust
Mutual funds $ 27,664,376 $ 26,522,991
Common stock of Buckeye Technologies Inc. 7,500,305 12,341,367
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35,164,681 38,864,358
Receivables
Employer contributions 6,184,181 5,740,592
Other 12,080 44,975
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6,196,261 5,785,567
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Net assets available for benefits $ 41,360,942 $ 44,649,925
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The accompanying notes are an integral
part of these financial statements.
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BUCKEYE RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended June 30, 2001 and 2000
2001 2000
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Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair value
of investments $ (9,339,118) $ 2,859,246
Interest and dividends 2,037,759 1,612,657
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(7,301,359) 4,471,903
Employer contributions 6,195,790 5,740,592
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Total additions (deductions) (1,105,569) 10,212,495
Deductions from net assets attributed to:
Benefits paid to participants 2,149,925 2,276,676
Administrative expenses 33,489 30,743
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Total deductions 2,183,414 2,307,419
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Net increase (decrease) in net assets (3,288,983) 7,905,076
Net assets available for benefits
Beginning of year 44,649,925 36,744,849
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End of year $ 41,360,942 $ 44,649,925
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The accompanying notes are an integral
part of these financial statements.
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BUCKEYE RETIREMENT PLAN
Notes to Financial Statements
June 30, 2001 and 2000
Note 1 - Description of Plan
The following description of Buckeye Retirement 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 Plan (the "Plan") is a noncontributory defined contribution
pension plan covering all eligible salaried and hourly employees, as defined in
the plan document, 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 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
Contributions made annually by the Company are computed based upon the following
formula:
Contribution = (A+B)C A=1% B=.5% X number of years service not to
exceed twenty (20) years. C=Plan year compensation. The minimum
is 1 1/2% of eligible compensation and the maximum is 11% of compensation.
Contributions are generally funded in the quarter following the Plan's year end.
Participant accounts
Each participant's account is credited with the allocation of the employer's
contribution. The value of a participant's account is the contributions 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 100% vested in their accounts after completion of five
years of credited service. In the event of death, disability, normal
retirement (age 65) or if the Plan is discontinued, participants become 100%
vested in their account balances.
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 PLAN
Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 1 - Description of Plan (continued)
Forfeitures
If an employee terminates before his or her account has become fully vested,
such portion of the account is forfeited. Forfeitures are used to reduce
future contributions by the Company.
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 Plus Savings Plan. The Master Trust was composed of the
common stock of Buckeye Technologies Inc. and interests in ten mutual funds at
June 30, 2001 and 2000.
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Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 3 - Investments (continued)
The Plan allows participants to invest varying portions of their account
balances in 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
the Fidelity Retirement Money Market Portfolio, Strong Government Securities
Fund, Fidelity Puritan Fund, Spartan U.S. Equity Index Fund, Davis NY Venture A
Fund, Fidelity Growth & Income Fund, NB Genesis Trust Fund, PIMCO Capital
Appreciation Fund, Alger Capital Appreciation Fund, and Fidelity Diversified
International Fund.
The net investment income of the Master Trust for the years ended June 30, 2001
and 2000 is summarized as follows:
2001 2000
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Interest and dividends $ 4,609,733 $ 3,693,272
Net appreciation (depreciation)
in fair value of investments (24,092,560) 8,903,121
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$(19,482,827) $12,596,393
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The Plan's interest in the Master Trust as a percentage of net assets of the
Master Trust was 41.6% and 40.7% at June 30, 2001 and 2000, respectively.
Note 4 - Related party transactions
The Plan purchased $2,317,837 and sold $2,530,150 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 $7,500,305 and $12,341,367,
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 $33,489 and $30,743 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.
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BUCKEYE RETIREMENT PLAN
Notes to Financial Statements (Continued)
June 30, 2001 and 2000
Note 5 - 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 6 - 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 18% 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.
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SUPPLEMENTAL SCHEDULE
BUCKEYE RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
EIN: 62-1518973 / Plan Number: 002
June 30, 2001
Current
(a) (b)(c) Identity of Issue/Description (e) Value
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Buckeye Master Trust
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Mutual funds
* Fidelity Growth & Income Fund $ 11,213,216
* Spartan U.S. Equity Index Fund 6,025,511
* Fidelity Puritan Fund 2,607,633
* Fidelity Retirement Money Market Portfolio 2,260,874
Davis NY Venture A Fund 1,907,615
Alger Capital Appreciation Fund 1,053,530
PIMCO Capital Appreciation Fund 868,176
Strong Government Securities Fund 725,621
NB Genesis Trust Fund 589,190
* Fidelity Diversified International Fund 413,010
27,664,376
* Buckeye Technologies Inc. common stock 7,500,305
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Total assets held for investment purposes at end of year $ 35,164,681
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* Represents a party-in-interest.
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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 PLAN
By: /S/ GAYLE L. POWELSON
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Gayle L. Powelson, Senior Vice President, Chief Financial Officer
Date: December 21, 2001
BUCKEYE RETIREMENT PLAN
Exhibit Index
Exhibit No. Description
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23 Consent of Independent Auditors
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, Number 33-80867) pertaining to the Buckeye Retirement Plan of our
report dated December 14, 2001 with respect to the financial statements and
schedules of the Buckeye Retirement Plan included in this Annual Report(Form
11-K)for the year ended June 30, 2001.
Thompson Dunavant PLC
Memphis, Tennessee
December 14, 2001