Page 1 of 10 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ROCK-TENN COMPANY
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
772739-20-7
-----------
(CUSIP Number)
Not Applicable
_____________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("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).
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CUSIP NO. 772739-20-7 Page 2 of 10 pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AmSouth Bancorporation
No. 63-0591257
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
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SOLE VOTING POWER
5
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,262,416
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,100
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,262,422
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
5.5%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
HC
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CUSIP NO. 772739-20-7 Page 3 of 10 pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AmSouth Bank
No. 63-0935103
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Alabama
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SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,262,416
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,100
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,262,422
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
5.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
BK
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Page 4 of 10 pages
AMENDMENT NO. 1
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
Item 1(a) Name of Issuer:
---------
Rock-Tenn Company
Item 1(b) Address of Issuer's Principal Executive Offices:
---------
504 Thrasher Street
Norcross, Georgia 30071
Item 2(a) Name of Persons Filing:
---------
AmSouth Bancorporation
AmSouth Bank
Item 2(b) Address of Principal Business Office or, if none, Residence:
---------
AmSouth Bancorporation
AmSouth/Sonat Tower
1900 Fifth Avenue North
Birmingham, Alabama 35203
AmSouth Bank
AmSouth/Sonat Tower
Birmingham, Alabama 35203
Item 2(c) Citizenship:
---------
AmSouth Bancorporation is a Delaware corporation. AmSouth Bank is a
bank organized under the laws of the State of Alabama.
Page 5 of 10 pages
Item 2(d) Title of Class of Securities:
---------
Class A Common Stock
Item 2(e) CUSIP Number: 772739-20-7
---------
Item 3 If this Statement is filed pursuant to Rules 13d-1(b), or
------
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [X] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) [ ] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with (S)240.13d-1(b)(1)(ii)(F)
(g) [X] A parent holding company or control person in
accordance with (S)240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
Item 4 Ownership
------
(a) Amount Beneficially Owned:
AmSouth Bancorporation: 1,262,422
AmSouth Bank: 1,262,422
Page 6 of 10 pages
(b) Percent of Class:
AmSouth Bancorporation: 5.5%
AmSouth Bank: 5.5%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or direct the vote:
AmSouth Bancorporation: 1,262,416
AmSouth Bank: 1,262,416
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition of:
AmSouth Bancorporation: 1,100
AmSouth Bank: 1,100
Pursuant to Rule 13d-4, it is hereby declared that the filing of this
Statement shall not be construed as an admission that AmSouth
Bancorporation or AmSouth Bank is, for the purpose of Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial owner
of any securities covered by this Statement.
Item 5 Ownership of Five Percent or Less of a Class
------
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
------
All of the shares covered by this Statement are held by trusts and
estates of which AmSouth Bancorporation's subsidiary, AmSouth Bank, is
a fiduciary. No single one of these trusts and estates holds as much
as five percent of the class. Generally, under the terms of the
instrument establishing each such trust or estate, dividends on and
proceeds from the sale of securities held by the trust or estate are
paid to it, with distribution of any such amounts to beneficiaries
thereof being made from the trust or estate pursuant to the terms of
the governing instrument.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
-------
Security Being Reported on by the Parent Holding Company or Control
Person
Page 7 of 10 pages
See Exhibit 1.
Item 8 Identification and Classification of Members of the Group
------
Not applicable.
Item 9 Notice of Dissolution of Group
-------
Not applicable.
Item 10 Certification
-------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business, and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities, and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signatures:
-----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
February 14, 2002
------------------
Date
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
Page 8 of 10 pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
February 14, 2002
-----------------
Date
AMSOUTH BANK
By: /s/ Carl L. Gorday
------------------
Signature
Carl L. Gorday, Assistant Secretary
-----------------------------------
Name/Title
Page 9 of 10 pages
EXHIBIT 1
TO
AMENDMENT NO. 1
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
The securities covered by this Statement are held in a fiduciary capacity
by the following subsidiary of AmSouth Bancorporation, which is a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and
classified in Item 3(b) of Schedule 13G:
AmSouth Bank
Page 10 of 10 pages
EXHIBIT 2
TO
AMENDMENT NO. 1
TO
STATEMENT ON
SCHEDULE 13G
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON BEHALF OF
AMSOUTH BANCORPORATION
AND
AMSOUTH BANK
Report for the Calendar Year Ended December 31, 2001
The undersigned, AmSouth Bancorporation and AmSouth Bank, hereby agree that
the foregoing Statement on Schedule 13G is filed on behalf of each of them.
AMSOUTH BANCORPORATION
By: /s/ Carl L. Gorday
-------------------
Carl L. Gorday, Assistant Secretary
AMSOUTH BANK
By: /s/ Carl L. Gorday
------------------
Carl L. Gorday, Assistant Secretary