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EXHIBIT 99
ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Auditors.............................. 28
Statements of Financial Condition as of September 30, 1998
and 1997.................................................. 29
Statements of Changes in Plan Equity for the three years
ended September 30, 1998.................................. 30
Notes to Financial Statements............................... 31
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REPORT OF INDEPENDENT AUDITORS
Compensation and Options Committee of the Board of Directors
Rock-Tenn Company
We have audited the accompanying statements of financial condition of the
Rock-Tenn Company 1993 Employee Stock Purchase Plan as of September 30, 1998 and
1997 and the related statements of changes in plan equity for each of the three
years in the period ended September 30, 1998. 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 generally accepted auditing
standards. 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 financial position of the Rock-Tenn Company 1993
Employee Stock Purchase Plan at September 30, 1998 and 1997 and the changes in
Plan equity for each of the three years in the period ended September 30, 1998,
in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Atlanta, Georgia
November 23, 1998
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ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
SEPTEMBER 30,
-------------------
1998 1997
-------- --------
Assets:
Receivable from Rock-Tenn Company -- Notes 1 and 2... $465,301 $510,348
======== ========
Liabilities and equity:
Obligations to purchase Rock-Tenn Company common
stock -- Notes 1
and 2............................................. 465,301 510,348
Plan equity.......................................... -- --
-------- --------
Total liabilities and equity................................ $465,301 $510,348
======== ========
See notes to financial statements
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ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
YEARS ENDED SEPTEMBER 30,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
Participant contributions............................... $ 2,867,976 $ 2,834,682 $ 2,107,505
Purchases of Rock-Tenn Company common stock -- Note 1... (2,809,359) (2,789,931) (2,106,192)
Amounts refunded to Plan participants................... (58,617) (44,751) (1,313)
----------- ----------- -----------
Plan equity at end of year.............................. $ -- $ -- $ --
=========== =========== ===========
See notes to financial statements
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ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- DESCRIPTION OF THE PLAN:
In 1993, the Board of Directors of Rock-Tenn Company (the "Company")
adopted the Rock-Tenn Company 1993 Employee Stock Purchase Plan (the "Plan").
The Plan was effective beginning on January 1, 1994. On October 23, 1997, the
Company's Board of Directors voted to amend and restate the Plan, thereby
increasing the number of shares reserved for purchase under the Plan to
1,320,000. The amended and restated Rock-Tenn Company 1993 Employee Stock
Purchase Plan was approved by Rock-Tenn Company shareholders on January 22,
1998.
The Plan permits eligible employees to make regular, systematic purchases
of the Company's Class A common stock directly from the Company through payroll
deductions. Substantially all regular, full-time employees of the Company and
its subsidiaries are eligible to participate in the Plan upon completion of at
least two years of employment as defined by the Plan. Voluntary employee
contributions are deducted from participants' compensation each pay period and
are held for the participants' accounts. All funds held by the Company under the
Plan are included in the general assets of the Company.
On the first day of each of the four purchase periods (November 1, February
1, May 1 and August 1), participants in the Plan are granted an option to
purchase shares of the Company's Class A common stock. On the last day of each
purchase period (January 31, April 30, July 31 and October 31), the Company uses
the funds accumulated in each participant's account in the Plan to purchase
shares of the Company's Class A common stock for the participant. The purchase
price per share to the participant is equal to 85% of the market value, as
defined, of the Company's Class A common stock on the first or last day of the
purchase period, whichever amount is lower. For the purchase periods ending
October 31, 1997, January 31, 1998, April 30, 1998 and July 31, 1998 there was a
total of 206,984 shares of the Company's Class A common stock purchased for
participants under the Plan. For the purchase periods ending October 31, 1996,
January 31, 1997, April 30, 1997 and July 31, 1997, there was a total of 195,627
shares of the Company's Class A common stock purchased for participants under
the Plan. For the purchase periods ending October 31, 1995, January 31, 1996,
April 30, 1996 and July 31, 1996, there was a total of 147,366 shares of the
Company's Class A common stock purchased for participants under the Plan. Stock
certificates for all shares of the Company's Class A Common Stock purchased
under the Plan are issued to participants at the end of each purchase period.
Any participant may terminate contributions and withdraw from the Plan at
any time. Even though there are no current intentions to do so, the Board of
Directors can terminate the Plan at any time. Stock purchase transactions in
process at the time of such termination cannot be modified or canceled without
the written consent of the participants.
NOTE 2 -- SIGNIFICANT ACCOUNT POLICIES:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires Plan management to make estimates and
assumptions that affect the reported amounts of Plan assets and liabilities and
disclosure of any contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in Plan equity during the
reporting period. Actual results will differ from those estimates and the
differences could be material.
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ROCK-TENN COMPANY
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Plan Administration
The Plan is administered by the Compensation and Options Committee of the
Company's Board of Directors, which consists of three outside directors.
Plan Expenses
Administrative expenses of the Plan are paid by the Company.
NOTE 3 -- FEDERAL INCOME TAXES:
The Plan qualifies as an Employee Stock Purchase Plan under Section 423 of
the Internal Revenue Code of 1986. Issuance of shares under this Plan are not
intended to result in taxable income to participants in the Plan based on
provisions in Section 423 of the Internal Revenue Code.
NOTE 4 -- YEAR 2000 ISSUE (UNAUDITED):
The Company has developed a plan to modify its internal information
technology to be ready for the Year 2000 and has begun converting critical data
processing systems. The Company expects the project to be substantially complete
by early 1999. The Company does not expect this project to have a significant
effect on Plan operations.
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