SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Rock-Tenn Company
(Name of issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of class of securities)
772739-20-7
(CUSIP Number)
James A. Rubright
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
(770) 448-2193
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
E. William Bates II
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
May 17, 2002
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(*) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Hyatt Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER 1,762,867(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 2,977,017(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 1,762,867(**)
WITH
10. SHARED DISPOSITIVE POWER 2,977,017(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,739,884(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9% (based on 34,090,838 shares outstanding on March 31,
2002 and treating for the purposes of such calculation each
issued and outstanding share of Class B Common Stock of the
Issuer as one issued and outstanding share of Class A Common
Stock of the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 2 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ormond Riverside L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER 1,762,200(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 1,762,200(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,762,200(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
PN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 3 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brown & Brown, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7. SOLE VOTING POWER 559,970(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 559,970(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,970(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON*
CO
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 4 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen G. Anderson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF 7. SOLE VOTING POWER 299,363(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 299,363(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,363(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 5 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cynthia Anderson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF 7. SOLE VOTING POWER 426,096(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 426,096(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,096(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 6 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lou Brown Jewell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 145,972(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 320,108(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 145,972(**)
WITH
10. SHARED DISPOSITIVE POWER 320,108(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,113,726(**), (***)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
(***) 607,919 shares of Class A Common Stock and 1,039,727 shares of Class B
Common Stock are beneficially owned by Custodial TR U/W A. Worley
Brown, QTIPB; Mrs. Jewell is the beneficiary of such shares but does
not have voting or investment power over such shares.
Page 7 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley Currey Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 1,051,693(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 1,513,393(**),(***)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 1,051,693(**)
WITH
10. SHARED DISPOSITIVE POWER 1,513,393(**),(***)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,565,068(**),(***)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
(***) Includes 743,992 shares owned by Currey Family Investments, L.P., which
shares are also included in shares that may be deemed beneficially
owned by Mr. Russell Currey.
Page 8 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Currey Family Investments, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 743,992(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 743,992(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,992(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
PN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 9 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sally Currey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 242,712(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 242,712(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,712(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 10 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Steed
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 359,922(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 208,061(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 350,256(**)
WITH
10. SHARED DISPOSITIVE POWER 208,061(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,983(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 11 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Melinda Steed
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 112,770(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 208,061(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 112,770(**)
WITH
10. SHARED DISPOSITIVE POWER 208,061(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,831(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 12 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Russell M. Currey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 906,572(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 743,992(**),(***)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 898,238(**)
WITH
10. SHARED DISPOSITIVE POWER 743,992(**),(***)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,564(**),(***)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
(***) Includes 743,992 shares owned by Currey Family Investments, L.P., which
shares are also included in shares that may be deemed beneficially
owned by Mr. Russell Currey.
Page 13 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Dreibelbis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 418,975(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 397,698(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,975(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 14 of 26 Pages
Exhibit Index on Page 26
CUSIP NO. 772739-20-7
1. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James A. Rubright
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS(*)
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7. SOLE VOTING POWER 427,129(**)
SHARES BENEFICIALLY OWNED BY
EACH 8. SHARED VOTING POWER 0(**)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 375,463(**)
WITH
10. SHARED DISPOSITIVE POWER 0(**)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,129(**)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (based on 34,090,838 shares outstanding on March 31, 2002
and treating for the purposes of such calculation each issued
and outstanding share of Class B Common Stock of the Issuer as
one issued and outstanding share of Class A Common Stock of
the Issuer)
14. TYPE OF REPORTING PERSON(*)
IN
(*) SEE INSTRUCTIONS BEFORE FILLING OUT!
(**) Treating for the purposes of such calculation each issued and
outstanding share of Class B Common Stock as one issued and outstanding
share of Class A Common Stock.
Page 15 of 26 Pages
Exhibit Index on Page 26
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is
the Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of Rock-Tenn Company (the "Issuer"), a Georgia corporation. The Class
B Common Stock of the Issuer, par value $.01 per share (the "Class B Common
Stock"), and the Class A Common Stock are collectively referred to as the
"Common Stock." Pursuant to the Issuer's Restated and Amended Articles of
Incorporation, as amended (the "Articles of Incorporation"), each share of
Class A Common Stock is entitled to one vote per share and each share of Class
B Common Stock is entitled to ten votes per share. The address of the Issuer's
principal executive offices is 504 Thrasher Street, Norcross, Georgia 30071.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f). This Schedule 13D is being filed on behalf of J.
Hyatt Brown, Ormond Riverside L.P., Brown & Brown, Inc., Stephen G. Anderson,
Cynthia Anderson, Lou Brown Jewell, Bradley Currey Jr., Sally Currey, Currey
Family Investments, L.P., Richard Steed, Melinda Steed, David E. Dreibelbis,
Russell M. Currey, and James A. Rubright (collectively, the "Reporting
Persons"). The Reporting Persons may together constitute a group within the
meaning of Rule 13d-5 of the Securities Exchange Act of 1934 (the "Act").
Except as specifically provided herein, each of the Reporting Persons disclaims
beneficial ownership of the Common Stock owned by the other Reporting Persons.
J. Hyatt Brown is a citizen of the United States and his principal
business address is P.O. Drawer 2412, Daytona Beach, Florida 32115. Mr. Brown
is President and Chief Executive Officer of Brown & Brown, Inc., an insurance
brokerage firm and agency. Ormond Riverside L.P. is a limited partnership
formed in the state of Florida. Its principle business and office address is
P.O. Box 3679, Carson City, Nevada, 89702. Ormond Riverside L.P. is an
investment partnership owned by the Brown family. Brown & Brown, Inc. is a
publicly traded corporation incorporated in the state of Florida. It is a
diversified insurance brokerage firm and agency and its principle business
address is 220 South Ridgewood Avenue, Daytona Beach, FL 32114.
Dr. Stephen G. Anderson is a citizen of the United States. His
principal residence is 2927 Lyndhurst Avenue, Winston-Salem, NC, 27103. Dr.
Anderson is a retired medical doctor. Cynthia Anderson, the spouse of Dr.
Stephen G. Anderson, is a citizen of the United States and her principal
residence is 2927 Lyndhurst Avenue, Winston-Salem, NC, 27103. Mrs. Anderson is
a homemaker.
Lou Brown Jewell is a citizen of the United States and her principal
residence is 2800 Cravey Trail, Atlanta, GA 30345. Ms. Jewell is a retired
school teacher.
Bradley Currey Jr. is a citizen of the United States and his principal
address is 50 Hurt Plaza, Suite 1295, Atlanta, Georgia 30303. Mr. Currey is the
retired Chief Executive Officer of Rock-Tenn Company. Sally Currey, the spouse
of Bradley Currey Jr., is a citizen of the United States and her principal
address is 50 Hurt Plaza, Suite 1295, Atlanta, Georgia 30303. Ms. Currey is a
homemaker. Currey Family Investments, L.P. is a Georgia limited partnership.
Its principle business and office address is 50 Hurt Plaza, Suite 1295,
Atlanta, Georgia 30303. Currey Family Investments, L.P. is an investment
partnership owned by the Currey family.
Richard Steed is a citizen of the United States and his principal
business address is 504 Thrasher Street, Norcross, GA 30071. Mr. Steed is the
President and Chief Executive Officer of RTS Packaging, LLC, a manufacturer of
partition divisions and a joint venture between Rock-Tenn Company and Sonoco
Products Company. Melinda Steed, the spouse of Richard Steed, is a citizen of
the United States. Mrs. Steed is a homemaker and her principal residence is
1525 Misty Oaks Drive, Dunwoody, GA, 30350.
David E. Dreibelbis is a citizen of the United States and his
principal business address is 504 Thrasher Street, Norcross, GA 30071. Mr.
Dreibelbis is the Executive Vice President and General Manager of the
Paperboard Group at Rock-Tenn Company.
Russell M. Currey is a citizen of the United States and his principal
business address is 504 Thrasher Street,
Page 16 of 26 Pages
Exhibit Index on Page 26
Norcross, GA 30071. Mr. Currey is the Executive Vice President and General
Manager of the Corrugated Packaging Division of Rock-Tenn Company.
James A. Rubright is a citizen of the United States and his principal
business address is 504 Thrasher Street, Norcross, GA 30071. Mr. Rubright is
the Chairman and Chief Executive Officer of Rock-Tenn Company.
(d) - (e). During the last five years, none of the Reporting Persons,
or, to the knowledge of the Reporting Persons, the officers or directors of any
of the Reporting Persons or the persons with whom any of the Reporting Persons
share voting or dispositive power with respect to the Common Stock (i) have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) have been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding were or are subject to a judgment, decree or final order
enjoining them from future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds or other consideration were, or will be, paid by the
Reporting Persons to acquire the shares of Class A Common Stock acquired
pursuant to the transaction subject to this Schedule 13D. The information
contained in Item 4 is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j). Each of the Reporting Persons acquired the Common Stock for
investment purposes.
On May 17, 2002, a meeting of the Board of Directors of the Issuer was
held to consider the Reporting Persons' intention to convert all of the shares
of Class B Common Stock owned by them into shares of Class A Common Stock
pursuant to Article II(b)(5) of the Articles of Incorporation. Pursuant to the
Articles of Incorporation, subject to the right of first refusal contained in
Article II(b)(4) of the Articles of Incorporation (described below), shares of
Class B Common Stock may be converted into shares of Class A Common Stock, on a
one-for-one basis, at the option of the holder of such shares of Class B Common
Stock.
According to the most recent 10-Q for the quarterly period ended March
31, 2002, as of May 10, 2002, there were an aggregate of 24,457,937 shares of
issued and outstanding Class A Common Stock and 9,632,901 shares of issued and
outstanding Class B Common Stock.
As of May 17, 2002, the Reporting Persons beneficially owned the
following shares of Class B Common Stock:
Reporting Person Shares
---------------- ------
James A. Rubright 70,000
Stephen G. Anderson 143,998
Cynthia Anderson 163,152
Lou Brown Jewell 145,305
Bradley Currey Jr 1,021,493
Sally Currey 242,712
Currey Family Investments, L.P. 743,992
Ormond Riverside L.P. 1,046,100
Brown & Brown, Inc. 362,485
Richard Steed & Melinda Steed, jointly 179,101
Richard Steed, individually 177,078
Melinda Steed, individually 112,770
David E. Dreibelbis 177,526
Russell M. Currey 120,498
Page 17 of 26 Pages
Exhibit Index on Page 26
On May 17, 2002, at the meeting of the Board of Directors of the
Issuer, the Reporting Persons collectively notified the Issuer of their
intention, pursuant to Article II(b)(5) of the Articles of Incorporation, to
convert all of the shares of Class B Common Stock owned by them into shares of
Class A Common Stock (the "Conversion Notice"). The Conversion Notice (which is
attached hereto as Exhibit 1 and is incorporated herein by reference) was
delivered subject to the condition that the right of first refusal pursuant to
Article II(b)(4) of the Articles of Incorporation would not be exercised by
either the Issuer or any of the members of the Management Committee. In the
Conversion Notice, the Reporting Persons established June 30, 2002 as the date
the certificates for the Class B Common Stock are to be delivered to the Issuer
and the conversion is to occur (the "Conversion Date").
Article II(b)(4) of the Articles of Incorporation provides that if
holders of Class B Common Stock deliver a Conversion Notice to the Issuer, the
members of the Management Committee of the Issuer and the Issuer shall
collectively have the right to purchase (the "Right of First Refusal") up to
all of such shares to be converted at a price per share equal to the "Current
Market Price." The Current Market Price is defined in the Articles of
Incorporation to mean the weighted average of the sales prices on each of the
four consecutive business days commencing on the day after the Issuer receives
the Conversion Notice of a share of Class A Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System/National
Market System.
At the meeting of the Board of Directors of the Issuer, the Board of
Directors accepted the delivery of the Conversion Notice and agreed to waive
the notice requirements and the Right of First Refusal of the Issuer pursuant
to Article II(b)(4) of the Articles of Incorporation. The Board of Directors
also acknowledged that, provided the Management Committee unanimously waives
the notice requirements and the Right of First Refusal pursuant to Article
II(b)(4) of the Articles of Incorporation, upon the conversion of the Class B
Common Stock and on the Conversion Date, the remaining shares of Class B Common
Stock shall represent less than 15% of the aggregate issued and outstanding
shares of Common Stock (treating for the purposes of such calculation each
issued and outstanding share of Class B Common Stock as one issued and
outstanding share of Class A Common Stock). Consequently, the Board of
Directors acknowledged that, pursuant to Article II(b)(6) of the Articles of
Incorporation, on the Conversion Date (which is the last day of the current
fiscal quarter of the Issuer), each remaining issued and outstanding share of
Class B Common Stock shall automatically convert, without any further action on
the part of the Issuer or any other person, into one share of Class A Common
Stock.
On May 17, 2002, each of the members of the Management Committee
notified the Reporting Persons that they waived all notice requirements with
respect to the Right of First Refusal and would not exercise their Right of
First Refusal to purchase any of the Class B Common Stock subject to the
Conversion Notice. In addition, the Reporting Persons were notified that the
Issuer would not exercise its Right of First Refusal to purchase the shares of
Class B Common Stock subject to the Conversion Notice.
As a result of the waivers by the Issuer and the Management Committee
of the Right of First Refusal, upon delivery of the share certificates
representing the Class B Common Stock by the Reporting Persons, on the
Conversion Date each share of Class B Common Stock of the Reporting Persons
will convert into one share of Class A Common Stock on the Conversion Date, for
an aggregate of 4,806,210 shares of Class A Common Stock. As a result of the
conversion of the Class B Common Stock pursuant to the Conversion Notice, the
remaining issued and outstanding shares of Class B Common Stock will constitute
less than 15% of the aggregate issued and outstanding shares of Common Stock
(treating for the purposes of such calculation each issued and outstanding
share of Class B Common Stock as one issued and outstanding share of Class A
Common Stock). Consequently, pursuant to Article II(b)(6) of the Articles of
Incorporation, on the Conversion Date (which is the last day of the current
fiscal quarter of the Issuer), each remaining issued and outstanding share of
Class B Common Stock shall automatically convert, without any further action on
the part of the Issuer or any other person, into one share of Class A Common
Stock. Following such automatic conversion, there will be no issued or
outstanding shares of Class B Common Stock.
The Reporting Persons advised the Issuer that the Class B Common Stock
was originally intended to be held or controlled by members of the senior
management team of the Issuer. During the past ten years since the retirement
of former Chief Executive Officer A. Worley Brown in 1993 and former CEO
Bradley Currey in January 2000, the majority of shares of Class B Common Stock
have ceased to be held by individuals who hold management positions in the
Company. Accordingly, the Reporting Persons advised the Issuer that they
believe the two-class
Page 18 of 26 Pages
Exhibit Index on Page 26
stock structure no longer serves the purpose for which it was intended and that
by converting all shares of Class B Common Stock into shares of Class A Common
Stock, a feature of the Issuer's capital structure will be removed that the
Reporting Persons believe is viewed by some institutional investors as
unattractive and, in come cases, represents an impediment to investment in the
Issuer. It is the desire of the Reporting Persons to improve the liquidity of
the Issuer's Common Stock and increase its attractiveness as an investment to
potential shareholders by causing the elimination of the shares of Class B
Common Stock.
The Reporting Persons are acting together, and may be deemed to be a
group within the meaning of Rule 13d-5 of the Act, with respect to the Class B
Common Stock owned by them solely with respect to the Conversion Notice and the
matters described in this Item 4. Following the Conversion Date, the Reporting
Persons shall no longer be acting together with respect to the Common Stock,
and may no longer be considered to be a group for purposes of Rule 13d-5 of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons may be deemed to constitute a group
within the meaning of Rule 13d-5 of the Act. Prior to the conversion of the
Class B Common Stock owned by the Reporting Persons pursuant to the Conversion
Notice, the Reporting Persons, as a group, may be deemed to own beneficially
(as that term is defined in Rule 13d-3 under the Act) 3,189,045 shares of Class
A Common Stock and 7,854,333 shares of Class B Common Stock, which constitutes
9.35% and 23.04%, respectively, of the outstanding shares of Common Stock
(treating for the purposes of such calculation each issued and outstanding
share of Class B Common Stock as one issued and outstanding share of Class A
Common Stock and based on 24,457,937 shares of issued and outstanding Class A
Common Stock and 9,632,901 shares of issued and outstanding Class B Common
Stock as of May 10, 2002). Although the Reporting Persons may be deemed to be a
group for purposes of Rule 13d-5, except as specifically provided herein, each
of the Reporting Persons disclaims beneficial ownership of the Common Stock
owned by the other Reporting Persons.
Of the securities identified pursuant to Item 1, as of May 17, 2002
(assuming conversion of the Class B Common Stock as described in Item 4):
(i) James A. Rubright owned of record 57,128 shares of Class A
Common Stock and 70,000 shares of Class B Common Stock,
representing 0.3% of the Common Stock;
(ii) Stephen G. Anderson owned of record 151,198 shares of Class A
Common Stock and 143,998 shares of Class B Common Stock,
representing 0.9% of the Common Stock;
(iii) Cynthia Anderson owned of record 262,944 shares of Class A
Common Stock and 163,152 shares of Class B Common Stock,
representing 1.3% of the Common Stock;
(iv) Lou Brown Jewell owned of record 145,305 shares of Class B
Common Stock, representing 0.4% of the Common Stock;
(v) Bradley Currey Jr. owned of record 30,200 shares of Class A
Common Stock and 1,021,493 shares of Class B Common Stock,
representing 3.1% of the Common Stock;
(vi) Sally Currey owned of record 242,712 shares of Class B Common
Stock, representing 0.7% of the Common Stock;
(vii) Currey Family Investments, L.P. owned of record 743,992
shares of Class B Common Stock, representing 2.2% of the
Common Stock; (viii) Ormond Riverside L.P. owned of record
716,100 shares of Class A Common Stock and 1,046,100 shares
of Class B Common Stock, representing 5.2% of the Common
Stock;
(ix) Brown & Brown, Inc. owned of record 197,485 shares of Class A
Common Stock and 362,485 shares of Class B Common Stock,
representing 1.6% of the Common Stock;
(x) Richard Steed & Melinda Steed, jointly, owned of record
28,960 shares of Class A Common
Page 19 of 26 Pages
Exhibit Index on Page 26
Stock and 179,101 shares of Class B Common Stock,
representing 0.6% of the Common Stock;
(xi) Richard Steed, individually, owned of record 11,852 shares of
Class A Common Stock and 177,078 shares of Class B Common
Stock, representing 0.5% of the Common Stock;
(xii) Melinda Steed, individually, owned of record 112,770 shares
of Class B Common Stock, representing 0.3% of the Common
Stock;
(xiii) David E. Dreibelbis owned of record 61,048 shares of Class A
Common Stock and 184,126 shares of Class B Common Stock,
representing 0.7% of the Common Stock;
(xiv) Russell M. Currey owned of record 11,581 shares of Class A
Common Stock and 120,498 shares of Class B Common Stock,
representing 0.4% of the Common Stock.
According to the most recent 10-Q for the quarterly period ended March
31, 2002, as of May 10, 2002, there were an aggregate of 24,457,937 shares of
issued and outstanding Class A Common Stock and 9,632,901 shares of issued and
outstanding Class B Common Stock.
(b) - (c) As of May 17, 2002:
J. Hyatt Brown may be deemed to be the beneficial owner of 1,911,148
shares of Class A Common Stock and 2,828,736 shares of Class B Common Stock,
representing 13.9% of the Common Stock (assuming conversion of the Class B
Common Stock as described in Item 4). These shares are owned as follows:
(i) 716,100 shares of Class A Common Stock and 1,046,100 shares
of Class B Common Stock are owned by Ormond Riverside L.P.
Mr. Brown is the general partner of Ormond Riverside L.P. and
as such has sole voting and dispositive power over such
shares;
(ii) 197,485 shares of Class A Common Stock and 362,485 shares of
Class B Common Stock are owned by Brown & Brown, Inc. Mr.
Brown is the Chairman and Chief Executive Officer of Brown &
Brown, Inc. and as such is deemed to have shared voting and
dispositive power over such shares;
(iii) 388,977 shares of Class A Common Stock and 380,424 shares
Class B Common Stock are deemed beneficially owned by Mr.
Brown as co-trustee with Messrs. Bradley Currey, Jr. and John
D. Hopkins of a trust for the benefit of Mrs. Lou Brown
Jewell (which shares are also shown as being beneficially
owned by Messrs. Bradley Currey, Jr. and John D. Hopkins).
Mr. Brown is deemed to have shared voting and dispositive
power over such shares;
(iv) 607,919 shares of Class A Common Stock and 1,039,727 shares
of Class B Common Stock are deemed beneficially owned by Mr.
Brown as trustee of the Custodial TR U/W A. Worley Brown,
QTIPB. Mr. Brown is deemed to have shared voting and
dispositive power over such shares; and
(v) 667 shares of Class A Common Stock are issuable upon exercise
of stock options beneficially owned by Mr. Brown.
Ormond Riverside L.P. has sole voting and dispositive power over
716,100 shares of Class A Common Stock and 1,046,100 shares of Class B Common
Stock, representing 5.2% of the Common Stock (assuming conversion of the Class
B Common Stock as described in Item 4). Mr. Brown is the general partner of
Ormond Riverside L.P.
Brown & Brown, Inc. has sole voting and dispositive power over 197,485
shares of Class A Common Stock and 362,485 shares of Class B Common Stock,
representing 1.6% of the Common Stock (assuming conversion of the Class B
Common Stock as described in Item 4). Mr. Brown is the Chairman and Chief
Executive Officer of Brown & Brown, Inc.
Page 20 of 26 Pages
Exhibit Index on Page 26
Dr. Stephen G. Anderson has sole voting and dispositive power over
155,365 shares of Class A Common Stock and 143,998 shares of Class B Common
Stock, representing 0.9% of the Common Stock (assuming conversion of the Class
B Common Stock as described in Item 4). 3,500 of such shares of Class A Common
Stock may be deemed to be beneficially owned by Dr. Anderson as trustee of the
Corryne H. Taylor Trust. An additional 667 shares of Class A Common Stock are
issuable upon exercise of stock options beneficially owned by Dr. Anderson.
Mrs. Cynthia Anderson has sole voting and dispositive power over
262,944 shares of Class A Common Stock and 163,152 shares of Class B Common
Stock, representing 1.2% of the Common Stock (assuming conversion of the Class
B Common Stock as described in Item 4).
Lou Brown Jewell may be deemed to be the beneficial owner of 737,135
shares of Class A Common Stock and 1,377,091 shares of Class B Common Stock,
representing 6.2% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mrs. Jewell has sole voting and
investment power over 145,305 shares of Class B Common Stock. An additional 667
shares of Class A Common Stock are issuable upon exercise of stock options
beneficially owned by Mrs. Jewell. 607,919 shares of Class A Common Stock and
1,039,727 shares of Class B Common Stock are beneficially owned by Custodial TR
U/W A. Worley Brown, QTIPB; Mrs. Jewell is the beneficiary of such shares but
does not have voting or investment power over such shares. Mrs. Jewell has
shared voting and investment power over 128,049 shares of Class A Common Stock
and 192,059 shares of Class B Common Stock, which are owned as follows deemed
beneficially owned by Mrs. Jewell as co-trustee of two separate trusts for the
benefit of Nancy Louise Brown Markham and Elizabeth Irene Brown Dixon,
respectively.
Bradley Currey Jr. may be deemed to be the beneficial owner of 410,644
shares of Class A Common Stock and 2,145,909 shares of Class B Common Stock,
representing 7.5% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mr. Currey has sole voting and
investment power over 21,000 shares of Class A Common Stock and 1,021,493
shares of Class B Common Stock. An additional 667 shares of Class A Common
Stock are issuable upon exercise of stock options beneficially owned by Mr.
Currey. Mr. Currey has shared voting and investment power over 388,977 shares
of Class A Common Stock and 1,124,416 shares of Class B Common Stock, which are
owned as follows:
(i) 388,977 shares of Class A Common Stock and 380,424 shares of
Class B Common Stock are deemed beneficially owned by Mr.
Currey as co-trustee with Messrs. J. Hyatt Brown and John D.
Hopkins of a trust for the benefit of Mrs. Lou Brown Jewell
(which shares are also shown as being beneficially owned by
Messrs. J. Hyatt Brown and John D. Hopkins); and
(ii) 743,992 shares of Class B Common Stock are beneficially owned
by Currey Family Investments, L.P., for which Mr. Currey
serves as general partner (which shares are also shown as
beneficially owned by Mr. Russell M. Currey).
Sally Currey may be deemed to be the beneficial owner of, and to have
sole voting and dispositive power over, 242,712 shares of Class B Common Stock,
representing 0.7% of the Common Stock (assuming conversion of the Class B
Common Stock as described in Item 4).
Currey Family Investments, L.P., owns 743,992 shares of Class B Common
Stock, representing 2.2% of the Common Stock (assuming conversion of the Class
B Common Stock as described in Item 4). Mr. Bradley Currey Jr. and Mr. Russell
M. Currey serve as general partners.
Richard Steed may be deemed to be the beneficial owner of 102,229
shares of Class A Common Stock and 465,754 shares of Class B Common Stock,
representing 1.4% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mr. Steed has sole voting and
investment power over 2,186 shares of Class A Common Stock and 286,653 shares
of Class B Common Stock, of which 9,575 shares of Class B Common Stock may be
deemed to be beneficially owned by Mr. Steed in respect of three separate
Page 21 of 26 Pages
Exhibit Index on Page 26
custodial accounts established for the benefit of Bryan R. Steed, Kelly C.
Steed, and Lauren E. Steed, respectively, and 100,000 shares of Class B Common
Stock may be deemed to be beneficially owned by Mr. Steed that are owned of
record by Steed Family Investments. Mr. Steed has sole voting power over an
additional 9,666 restricted shares of Class A Common Stock. Mr. Steed has
shared voting and investment power over 28,960 shares of Class A Common Stock
and 179,101 shares of Class B Common Stock, which are beneficially owned in
joint tenancy with Mr. Steed's spouse. An additional 61,417 shares of Class A
Common Stock are issuable upon exercise of stock options held by Mr. Steed.
Melinda Steed may be deemed to be the beneficial owner of and to have
sole voting and dispositive power over 112,770 shares of Class B Common Stock,
representing 0.3% of the Common Stock (assuming conversion of the Class B Common
Stock as described in Item 4) and to have shared voting and dispositive power
over 28,960 shares of Class A Common Stock and 179,101 shares of Class B Common
Stock.
David Dreibelbis may be deemed to be the beneficial owner of 234,849
shares of Class A Common Stock and 184,126 shares of Class B Common Stock,
representing 1.2% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mr. Dreibelbis has sole voting
and investment power over 39,771 shares of Class A Common Stock and 177,526
shares of Class B Common Stock. An additional 173,801 shares of Class A Common
Stock and 6,600 shares of Class B Common Stock are issuable upon exercise of
stock options beneficially owned by Mr. Dreibelbis. Mr. Dreibelbis has sole
voting power over an additional 21,277 restricted shares of Class A Common
Stock.
Russell M. Currey may be deemed to be the beneficial owner of 120,649
shares of Class A Common Stock and 1,529,915 shares of Class B Common Stock,
representing 4.8% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mr. Currey has sole voting and
investment power over 3,248 shares of Class A Common Stock and 120,498 shares
of Class B Common Stock. An additional 109,067 shares of Class A Common Stock
and 6,667 shares of Class B Common Stock are issuable upon exercise of stock
options beneficially owned by Mr. Currey. Mr. Currey has sole voting power over
an additional 8,334 restricted shares of Class A Common Stock. Mr. Currey has
shared voting and investment power over 1,402,750 shares of Class B Common
Stock, which are owned as follows:
(i) 658,758 shares of Class B Common Stock deemed beneficially
owned by Mr. Currey as trustee of two trusts for the benefit
of the spouse of Mr. Bradley Currey, Jr.;
(ii) 743,992 shares of Class B Common Stock beneficially owned by
Currey Family Investments, L.P., with respect to which Mr.
Currey serves as general partner (which shares are also shown
as beneficially owned by Mr. Bradley Currey, Jr.).
James A. Rubright may be deemed to be the beneficial owner of 357,129
shares of Class A Common Stock and 70,000 shares of Class B Common Stock,
representing 1.2% of the Common Stock outstanding (assuming conversion of the
Class B Common Stock as described in Item 4). Mr. Rubright has sole voting and
investment power over 5,462 shares of Class A Common Stock and 70,000 shares of
Class B Common Stock. An additional 300,001 shares of Class A Common Stock are
issuable upon exercise of stock options owned by Mr. Rubright. Mr. Rubright has
sole voting power over an additional 51,666 restricted shares of Class A Common
Stock.
Except as set forth in Item 4 or this Item 5, the Reporting Persons
have not effected any transactions in the Common Stock during the past 60 days.
(d) On May 10, 2002, James A. Rubright, David Dreibelbis, Russell
M. Currey and Richard Steed received 35,000, 8,000, 3,000 and 3,000 additional
shares of restricted stock, respectively, pursuant to the Rock-Tenn Company
2000 Incentive Stock Plan.
On March 11, 2002, Lou Brown Jewell contributed 1,292 Class A shares
to Dekalb Medical Center Foundation. On March 12, 2002, Mrs. Jewell contributed
16,667 Class A shares to Dekalb Medical Center Foundation which had been
converted from Class A shares.
Page 22 of 26 Pages
Exhibit Index on Page 26
On March 12, 2002, Mrs. Lou Brown Jewell contributed 4,538 Class A
shares to Emory University which had been converted from Class A shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Item 4 is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Conversion Notice, dated as of May 17, 2002.
Page 23 of 26 Pages
Exhibit Index on Page 26
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 28, 2002
/s/ Stephen G. Anderson
-------------------------------------
Stephen G. Anderson
/s/ Cynthia Anderson
-------------------------------------
Cynthia Anderson
ORMOND RIVERSIDE L.P.
/s/ J. Hyatt Brown
-------------------------------------
By: J. Hyatt Brown
BROWN & BROWN, INC.
/s/ J. Hyatt Brown
-------------------------------------
By: J. Hyatt Brown
/s/ Bradley Currey Jr.
-------------------------------------
Bradley Currey Jr.
CURREY FAMILY INVESTMENTS, L.P.
/s/ Bradley Currey Jr.
-------------------------------------
By: Bradley Currey Jr.
/s/ Sally Currey
-------------------------------------
Sally Currey
/s/ Russell Currey
-------------------------------------
Russell Currey
Page 24 of 26 Pages
Exhibit Index on Page 26
/s/ David Dreibelbis
-------------------------------------
David Dreibelbis
/s/ Lou Brown Jewell
-------------------------------------
Lou Brown Jewell
/s/ James Rubright
-------------------------------------
James Rubright
STEED FAMILY INVESTMENTS
/s/ Richard Steed
-------------------------------------
By: Richard Steed
/s/ Richard Steed
-------------------------------------
Richard Steed, individually and as
joint tenant with Melinda Steed
/s/ Melinda Steed
-------------------------------------
Melinda Steed, individually and as
joint tenant with Richard Steed
Page 25 of 26 Pages
Exhibit Index on Page 26
EXHIBIT INDEX
Exhibit Description
------- ------------
1. Conversion Notice, dated as of May 17, 2002.
Page 26 of 26 Pages
Exhibit Index on Page 26