|
|
|
ROCK-TENN COMPANY |
|
2002 Annual Report and Form 10-K |
|
|
 |
|
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
The following consolidated financial statements of our company and our consolidated subsidiaries and the
Report of the Independent Auditors are included in Part II, Item 8 of this report:
2. Financial Statement Schedule of Rock-Tenn Company.
The following financial statement schedule is included in Part IV of this report:
Schedule II - Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable or not required.
3. Exhibits.
| Exhibit Number |
|
| 3.1 |
Restated and Amended Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). |
| 3.2 |
Articles of Amendment to the Registrant's Restated and Amended Articles of Incorporation
(incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for
the year ended September 30, 2000). |
| 3.3 |
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, File No. 33-73312). |
| 4.1 |
Credit Agreement, dated as of June 30, 2000 among Rock-Tenn Company, the Lenders listed
therein, SunTrust Bank, as Agent, Bank of America, N.A., as Syndication Agent and
Wachovia Bank, N.A., as Documentation Agent (incorporated by reference to Exhibit 10 of
the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000), as
amended by the First Amendment to Credit Agreement dated as of April 6, 2001 by and
among Rock-Tenn Company, the Lenders listed therein, SunTrust Bank, as Agent, Bank of
America, N.A., as Syndication Agent and Wachovia Bank, N.A., as Documentation Agent
(incorporated by reference to Exhibit 10 of the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001), and as further amended by the Second Amendment to
Credit Agreement dated as of July 26, 2001 by and among Rock-Tenn Company, the Lenders
listed therein, SunTrust Bank, as Agent, Bank of America, N.A., as Syndication Agent and
Wachovia Bank, N.A., as Documentation Agent (incorporated by reference to Exhibit 4.1 of
the Registrant's Annual Report on Form 10-K for the year ended September 30, 2001). |
| 4.2 |
The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, a
copy of any instrument defining the rights of holders of long-term debt of the Registrant and all
of its consolidated subsidiaries and unconsolidated subsidiaries for which financial statements
are required to be filed with the Securities and Exchange Commission. |
| 4.3 |
Indenture between Rock-Tenn Company and SunTrust Bank, as successor trustee to Trust
Company Bank (incorporated by reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-93934). |
| *10.1 |
Rock-Tenn Company 1989 Stock Option Plan (incorporated by reference to Exhibit 10.12 to
the Registrant's Registration Statement on Form S-1, File No. 33-73312). |
| *10.2 |
Rock-Tenn Company 1993 Employee Stock Option Plan (incorporated by reference to
Exhibit 10.13 to the Registrant's Registration Statement on Form S-1, File No. 33-73312). |
| *10.3 |
Rock-Tenn Company Supplemental Executive Retirement Plan Effective as of October 1,
1994 (incorporated by reference to Exhibit 10.5 of the Registrant's Annual Report on
Form 10-K for the year ended September 30, 2000). |
| *10.4 |
2000 Incentive Stock Plan (incorporated by reference to the Registrant's definitive Proxy
Statement for the 2001 Annual Meeting of Shareholders filed with the SEC on December 18,
2000). |
| *10.5 |
Amendment to 1993 Employee Stock Purchase Plan (incorporated by reference to the
Registrant's definitive Proxy Statement for the 2001 Annual Meeting of Shareholders filed
with the SEC on December 18, 2000). |
| *10.6 |
Rock-Tenn Company Annual Executive Bonus Program (incorporated by reference to
Appendix A to the Registrant's definitive Proxy Statement for the 2002 Annual Meeting of
Shareholders filed with the SEC on December 19, 2001). |
| 12 |
Statement re: Computation of Ratio of Earnings to Fixed Charges. |
| 21 |
Subsidiaries of the Registrant. |
| 23 |
Consent of Ernst & Young LLP. |
| 99.1 |
Audited Financial Statements for the Rock-Tenn Company 1993 Employee Stock Purchase
Plan for the years ended September 30, 2002, 2001 and 2000. |
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
On August 14, 2002, we filed a Current Report on Form 8-K dated August 14, 2002, in which we
reported in Item 9 that (1) each of our Principal Executive Officer, James A. Rubright, and Principal
Financial Officer, Steven C. Voorhees, submitted to the Commission sworn statements pursuant to the
Securities and Exchange Commission Order No. 4-460 (copies of the statements were filed as exhibits 99.1
and 99.2 to the Current Report on Form 8-K) and (2) on August 14, 2002, we filed with the Commission our
Quarterly Report on Form 10-Q for the period ending June 30, 2002 and, in connection with same report, we
submitted to the Commission the Certifications of the Principal Executive Officer and the Principal Financial
Officer as required pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2402.
(c) See Item 15(A)(3) and separate Exhibit Index attached hereto.
(d) Not applicable.
|
|
|
|
