--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): October 4, 2005
Rock-Tenn Company
(Exact name of registrant as specified in charter)
Georgia 0-23340 62-0342590
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
504 Thrasher Street, Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
(770) 448-2193
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Item 2.05. Costs Associated with Exit or Disposal Activities.
On October 4, 2005, Rock-Tenn Company ("Rock-Tenn") issued a press release (the
"October 4 Press Release") that announced Rock-Tenn's decision to close its
Marshville, North Carolina, folding carton plant in the second quarter of fiscal
2006.
In connection with the closing of the Marshville plant, Rock-Tenn expects to
incur pre-tax restructuring and other costs of approximately $2.7 for the
quarter ended September 30, 2005, $0.8 million during the first quarter of
fiscal 2006 and an aggregate of approximately $0.4 million in subsequent
quarters. The aggregate restructuring costs include charges of approximately
$2.7 million for equipment impairment. Rock-Tenn also expects to incur operating
costs of $0.5 million during the first quarter of fiscal 2006 and an aggregate
of approximately $0.2 million in subsequent quarters, all of which are
associated primarily with business interruption, inventory write-off and
workers' compensation. Rock-Tenn estimates that approximately $2.9 million of
the total costs will be non-cash charges.
A copy of the October 4 Press Release is attached hereto as Exhibit 99.1 and
hereby incorporated herein.
Statements herein (including the October 4 Press Release) regarding, among
others, expectations regarding the transfer of current production from the
closed facility; the impact of the facility closure on the operations of other
Rock-Tenn facilities and on customer service; restructuring costs, including
cash expenditures and non-cash charges and the timing of such expenditures and
charges; operating costs and synergies constitute forward-looking statements
within the meaning of the federal securities laws. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those contained in any forward-looking statement. With respect
to these statements, Rock-Tenn has made assumptions regarding, among other
things, the amounts of asset impairment, severance costs, relocation costs,
business interruption and employee training costs and other costs associated
with the closure as well as capacity utilization and production efficiencies.
The forward-looking statements are subject to certain risks including, among
others, that the foregoing assumptions will prove to be inaccurate. Such risks
are more particularly described in the Company's filings with the Securities and
Exchange Commission, including under the caption "Business -- Forward-Looking
Information and Risk Factors" in Rock-Tenn's Annual Report on Form 10-K for the
most recently ended fiscal year. Management believes its estimates are
reasonable; however, undue reliance should not be placed on such estimates,
which are based on current expectations. The information contained herein speaks
as of the date hereof and Rock-Tenn does not undertake any obligation to update
such information as future events unfold.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 October 4 Press Release
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROCK-TENN COMPANY
(Registrant)
Date: October 4, 2005 By: /s/ Steven C. Voorhees
------------------------------
Steven C. Voorhees
Executive Vice-President and
Chief Financial Officer
(Principal Financial Officer,
Principal Accounting Officer
and duly authorized officer)
3
INDEX TO EXHIBITS
Exhibit Number and Description
------------------------------
99.1 October 4 Press Release