-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEVaSLru8tMW3s+D1tDaqCKycmBCcMpawXgN4P7ceA5eP0RE8/dqTZQJVXwOVVMx SyKkcdHo/WHtr3ZPpssZAQ== 0000230498-05-000038.txt : 20050725 0000230498-05-000038.hdr.sgml : 20050725 20050725175853 ACCESSION NUMBER: 0000230498-05-000038 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050723 FILED AS OF DATE: 20050725 DATE AS OF CHANGE: 20050725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rock-Tenn CO CENTRAL INDEX KEY: 0000230498 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 620342590 STATE OF INCORPORATION: GA FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 504 THRASHER STREET CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: (770) 448-2193 MAIL ADDRESS: STREET 1: PO BOX 4098 CITY: NORCROSS STATE: GA ZIP: 30091 FORMER COMPANY: FORMER CONFORMED NAME: ROCK TENN CO DATE OF NAME CHANGE: 19931223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiepura Michael E CENTRAL INDEX KEY: 0001330796 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12613 FILM NUMBER: 05972343 BUSINESS ADDRESS: BUSINESS PHONE: 6782917705 MAIL ADDRESS: STREET 1: 504 THRASHER STREET CITY: NORCROSS STATE: GA ZIP: 30071 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2005-07-23 0 0000230498 Rock-Tenn CO RKT 0001330796 Kiepura Michael E 504 THRASHER STREET NORCROSS GA 30071 0 1 0 0 Executive Vice President Class A Common Stock 17000 D Employee Stock Option (right to buy) 15.4545 1996-09-11 2005-09-11 Class A Common Stock 2200 D Employee Stock Option (right to buy) 18.2955 1997-10-04 2006-10-04 Class A Common Stock 1100 D Employee Stock Option (right to buy) 20.3125 1999-09-22 2007-09-22 Class A Common Stock 5000 D Employee Stock Option (right to buy) 11.125 2000-09-23 2008-09-23 Class A Common Stock 5000 D Employee Stock Option (right to buy) 15.1875 2001-09-28 2009-09-28 Class A Common Stock 6000 D Employee Stock Option (right to buy) 11.25 2002-05-16 2011-05-16 Class A Common Stock 10000 D Employee Stock Option (right to buy) 18.19 2003-05-10 2012-05-10 Class A Common Stock 8000 D Employee Stock Option (right to buy) 15.40 2004-05-04 2014-05-04 Class A Common Stock 12000 D Employee Stock Option (right to buy) 11.23 2005-09-30 2015-05-09 Class A Common Stock 9000 D Employee Stock Option (right to buy) 14.01 2004-05-15 2013-05-15 Class A Common Stock 12000 D The option vested 50% on 09/11/96, 25% on 09/11/97 and 25% on 09/11/98 The option vested 50% on 10/04/97, 25% on 10/04/98 and 25% on 10/04/99 The option vested in equal parts on 09/22/99 and 09/22/00 The option vested in equal parts on 09/23/00 and 09/23/01 The option vested in equal parts on 09/28/01 and 09/28/02 The option vested in equal parts on 05/16/02, 05/16/03 and 05/16/04 The option vested in equal parts on 05/10/03, 05/10/04 and 05/10/05 The option vests 1/3 on 05/04/05 and 2/3 on 09/30/05 Fully vested on 09/30/05 The option vests in equal parts on 05/15/04, 05/15/05 and 05/15/06 Michael E. Kiepura 2005-07-25 EX-24 2 attach_4.htm POWER OF ATTORNEY 
Exhibit 24



POWER OF ATTORNEY





 KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and appoints James A. Rubright, the Chairman of the Board and the Chief Executive Officer of  Rock-Tenn Company (the "Company"), Robert B. McIntosh, the Senior Vice President, Secretary and General Counsel of the Company and Steven C. Voorhees, the Executive Vice President and Chief Financial Officer of the Company, and each of them, the true and lawful agents and attorneys-in-fact of the undersigned, with full power to appoint a substitute or to execute and file with the Securities Exchange Commission on behalf of the undersigned or on behalf of any trust with respect to which the undersigned serves as a trustee, any Form 3s, Form 4s or Form 5s (or any amendments thereto) required to be so executed and filed by the undersigned or any such trust with respect to which the undersigned serves as trustee under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations promulgated thereunder.  
The undersigned hereby gives to said agents and attorneys-in-fact, and to each of them, full power and authority to act in the premises, including, but not limited to, full power and authority to determine in his or their sole discretion the time when, purpose for and manner in which any powers herein conferred shall be exercised.  The undersigned hereby ratifies and confirms all that said agents and attorneys-in-fact, or any of them, or any substitute or substitutes, may do by virtue hereof.  This power of attorney shall remain valid and in full force and effect until the earlier of (i) the date on which the undersigned is no longer subject to the reporting requirements under Section 16(a) of the Act and the rules and regulations promulgated thereunder and (ii) the date on which this power of attorney is revoked in writing by the undersigned.



 IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney this 17 day of June, 2005.





     /s/ Michael E. Kiepura

      Michael E. Kiepura





Sworn to and subscribed

before me this 17 day of

June, 2005



Linda L. DeLeva

Notary Public

Gwinnett County

STATE OF GEORGIA



My Commission expires:



February 3, 2006

[Notarial Seal]
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