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| Delaware                                                       |   | 62-1518973                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |

| 1001 Tillman Street, Memphis, Tennessee  |   | 38112      |
|------------------------------------------|--------|------------|
| (Address of principal executive offices) |   | (Zip Code) |

| Title of Each Class                     |   | Name of Each Exchange on which Registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock, par value $0.01 per share |   | New York Stock Exchange                   |

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| Large accelerated filer o | Accelerated filer S | Non-accelerated filer o | Smaller Reporting Company o |
|---------------------------|---------------------|-------------------------|-----------------------------|

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| (a)    | (1)    | Financial Statements                                                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | - See Index to Consolidated Financial Statements and Schedule on page F-1 of the Original Form 10-K.                                                                                                                                                                                              |
|   | (2)    | Financial Statement Schedules                                                                                                                                                                                                                                                                     |
|   |   | - See Index to Consolidated Financial Statements and Schedule on page F-1 of the Original Form 10-K. All other financial statement schedules were omitted as the information was not required or because the required information was presented in the financial statements or the notes thereto. |
|   | (3)    | Listing of Exhibits.  See Exhibit Index immediately following signature page to this Form 10-K/A.                                                                                                                                                                                       |

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| By:    | /s/ John B. Crowe                                                          |
|--------|----------------------------------------------------------------------------|
|   | John B. Crowe, Director, Chairman of the Board and Chief Executive Officer |
| Date:  | May 23, 2011                                                               |

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| Exhibit    |                                                                                                                                                                                                                                                                                              | Incorporation by Reference or                                                                                                    |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
| Numbers    | Description                                                                                                                                                                                                                                                                                       | Filed Herewith                                                                                                                   |
| 3.1        | Second Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                          | Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for quarter ended December 31, 1997, filed on February 13, 1998       |
| 3.1(a)     | Articles of Amendment to the Second Amended and Restated Certificate of Incorporation                                                                                                                                                                                                             | Exhibit 3.1(a) to Form S-4 file no. 333-59267, filed on July 16, 1998                                                            |
| 3.2        | Amended and Restated By-laws                                                                                                                                                                                                                                                                      | Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on September 16, 2009                                             |
| 4.1        | First Amendment to the Rights Agreement                                                                                                                                                                                                                                                           | Exhibit 4.1 to the Company’s Annual Report on Form 10-K for year ended June 30, 1997, filed on September 26, 1997          |
| 4.3        | Indenture for 8.5% Senior Notes due 2013, dated September 22, 2003                                                                                                                                                                                                                                | Exhibit 4.4 to Form S-4, file no. 333-110091, filed on October 30, 2003                                                          |
| 4.4        | First Supplemental Indenture for 8.5% Senior Notes due 2013, dated as of July 1, 2009                                                                                                                                                                                                             | Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed on August 27, 2009        |
| 10.1       | Amended and Restated 1995 Management Stock Option Plan                                                                                                                                                                                                                                            | Exhibit 10.1 to the Company's Annual Report on Form 10-K for year ended June 30, 1998, filed on September 23, 1998               |
| 10.2       | Second Amended and Restated 1995 Incentive and Nonqualified Stock Option Plan for Management Employees                                                                                                                                                                                            | Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed on September 25, 2000    |
| 10.3       | Form of Management Stock Option Subscription Agreement                                                                                                                                                                                                                                            | Exhibit 10.3 to the Company's Annual Report on Form 10-K for year ended June 30, 1998, filed on September 23, 1998               |
| 10.4       | Form of Stock Option Subscription Agreement                                                                                                                                                                                                                                                       | Exhibit 10.4 to the Company's Annual Report on Form 10-K for year ended June 30, 1998, filed on September 23, 1998               |
| 10.5       | Amended and Restated Formula Plan for Non-Employee Directors                                                                                                                                                                                                                                      | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended December 31, 2000, filed on February 6, 2001       |
| 10.6       | Amendment No. 1 to Timberlands Agreement dated January 1, 1999 by and Between Buckeye Florida, Limited Partnership and Foley Timber and Land Company.  Certain portions of the Agreement have been omitted pursuant to an Application for Confidential Treatment dated October 30, 1995 | Exhibit 10.1  to the Company's Quarterly Report on Form 10-Q/A for quarter ended March 31, 1999, filed on May 12, 1999 |
| 10.7  | Form of Change in Control Agreement, dated August 8, 2006                                                                                                                                                                                                                                    | Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on August 11, 2006                                               |
| 10.8       | Retirement Replacement Plan                                                                                                                                                                                                                                                                       | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on October 27, 2006  |

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| 10.9* | Amended and Restated Credit Agreement dated July 25, 2007 among the Registrant; Bank of America NA; Banc of America Securities LLC; Citizens Bank of Pennsylvania; Cobank, ACB; Regions Bank; and the other lenders party thereto | Filed herewith (including all schedules and exhibits)                               |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|
| 10.10 | 2007 Omnibus Incentive CompensationPlan                                                                                                                                                                                           | Exhibit A to the Company's 2007 Proxy Statement, filed on September 20, 2007        |
| 10.11 | Form of Indemnification Agreement                                                                                                                                                                                                 | Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 27, 2009 |
| 10.12 | Form of Performance Shares Award Agreement                                                                                                                                                                                        | Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on July 21, 2010    |
| 12.1  | Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                 | Filed with the Original Form 10-K                                                   |
| 21.1  | Subsidiaries                                                                                                                                                                                                                      | Filed with the Original Form 10-K                                                   |
| 23.1  | Consent of  Ernst & Young LLP                                                                                                                                                                                       | Filed with the Original Form 10-K                                                   |
| 31.1  | Section 302 Certification of Chief Executive Officer                                                                                                                                                                              | Filed herewith                                                                      |
| 31.2  | Section 302 Certification of Chief Financial Officer                                                                                                                                                                              | Filed herewith                                                                      |
| 32.1  | Section 1350 Certification of Chief Executive Officer                                                                                                                                                                             | Filed herewith                                                                      |
| 32.2  | Section 1350 Certification of Chief Financial Officer                                                                                                                                                                             | Filed herewith                                                                      |