--------------------------------------------------------------------------------
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) August 22, 2008
ROCK-TENN COMPANY
(Exact name of registrant as specified in its charter)
Georgia 1-12613 62-0342590
------------------------ ------------------------ --------------------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
504 Thrasher Street, Norcross, Georgia 30071
-------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 448-2193
Not Applicable
(Former name or former address, if changed since last report)
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 1.01. Entry into a Material Definitive Agreement.
On August 22, 2008, Rock-Tenn Company (the "Company"), Rock-Tenn Company of
Canada (the "Canadian Borrower"), certain subsidiaries of the Borrower from time
to time party thereto (the "Guarantors"), the Lenders signatory thereto, and
Wachovia Bank, National Association, as Administrative Agent and Collateral
Agent, and Bank of America, N.A., acting through its Canada branch, as Canadian
Agent, entered into an amendment and consent (the "Amendment") of that certain
Amended and Restated Credit Agreement, dated as of March 5, 2008, among the
Company, as Borrower, the Canadian Borrower, the Guarantors, the lenders party
thereto, the Administrative Agent and Collateral Agent and the Canadian Agent
(the "Credit Facility"). Capitalized terms used but not defined in this
description have the meanings assigned to them in the Credit Facility as amended
by the Amendment. The Amendment amended the definition of Permitted
Securitization Transaction to limit the aggregate Attributed Principal Amount
for all Permitted Securitization Transactions to $200,000,000 and included a
definition, "Securitization Assets," to clarify the types of assets covered by
such financings. In addition, the Amendment also expanded the Company's
authority, in addition to its current ability to refinance the 2011 Senior Notes
and/or the 2013 Senior Notes, to redeem, repurchase, defease, purchase prior to
maturity or prepay such Notes in an amount not to exceed (i) $50,000,000 in any
12-month period and (ii) $100,000,000 for all such redemptions, repurchases,
defeasances, purchases or prepayments of the 2011 Senior Note and/or the 2013
Senior Notes made after March 5, 2008, in each case subject to certain
conditions.
Additionally, in connection with the Amendment, the Company, the Canadian
Borrower, the Guarantors and the Collateral Agent entered into a corresponding
amendment to the U.S. Security Agreement (Non-Shared Collateral) in order to
make certain conforming changes and clarifications to that document.
The description herein of the Amendment is qualified in its entirety, and
the terms therein are incorporated herein, by reference to the Amendment filed
as Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
10.1 First Amendment to Amended and Restated Credit Agreement and
Consent, dated as of August 22, 2008, by and among Rock-Tenn
Company, Rock-Tenn Company of Canada, the Guarantors, the Lenders
signatories thereto, and Wachovia Bank, National Association, as
Administrative Agent and Collateral Agent and Bank of America,
N.A., acting through its Canada branch, as Canadian Agent.
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.
Date: May 13, 2009
ROCK-TENN COMPANY
By /s/ Robert B. McIntosh
------------------------------------
Name: Robert B. McIntosh
Title: Executive Vice President,
General Counsel and Secretary
(duly authorized officer)