Deltic Timber Corporation (NYSE:DEL) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit PlansItem 5.04.
On January 16, 2018, Deltic Timber Corporation (“Deltic”) was notified by the record keeper for the Thrift Plan of Deltic (the “Thrift Plan”) that the record keeper anticipates the need to institute a blackout period (the “Blackout Period”) in excess of three business days with respect to the ability of Thrift Plan participants to move their Thrift Plan accounts into or out of the Deltic common stock investment option (the “Deltic Stock Fund”) under the Thrift Plan. The Blackout Period will be implemented in connection with the changes to the Thrift Plan described below in relation to the anticipated closing of Deltic’s previously announced merger with Potlatch Corporation (“Potlatch”).
to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Deltic, Potlatch and Portland Merger LLC (“Merger Sub”), subject to shareholder approval and certain other conditions, Deltic is expected to be merged with and into Merger Sub (the “Merger”). The Blackout Period is expected to begin at 11:00 a.m. Central Time on February 16, 2018 and is scheduled to end seven business days following the closing of the Merger, subject to a possible early termination described below. Since Deltic does not yet know the exact closing date of the Merger, it is unable to determine the exact dates for the Blackout Period.
During the Blackout Period, subject to completion of the Merger, the Deltic Stock Fund will be modified to become a fund that holds the Potlatch common stock that the Thrift Plan will receive in respect of its Deltic common stock in the Merger and the fund will thereafter be continued as an investment option under the Thrift Plan enabling participants to continue to invest their Thrift Plan accounts in Potlatch common stock. Accordingly, the Blackout Period will apply both during the period prior to the Merger that the Thrift Plan holds Deltic common stock and for a period following the Merger during which the Thrift Plan is awaiting receipt of, and being adapted to facilitate investment in, Potlatch common stock. If the record keeper of the Thrift Plan is able to complete the foregoing Thrift Plan adaptation before the currently anticipated end date, the Blackout Period might be terminated prior to such date.
On January 18, 2018, Deltic mailed a notice to participants in the Thrift Plan informing them of the Blackout Period to the requirements applicable under the Employee Retirement Income Security Act of 1974, as amended. On January 19, 2018, Deltic sent a separate notice (the “Notice”) to its directors and executive officers informing them of the Blackout Period and certain trading prohibitions that they will be subject to during the Blackout Period, in accordance with the applicable requirements of Securities Exchange Act of 1934, as amended. The Notice also informed Deltic’s directors and executive officers that the Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading Deltic equity securities currently applicable to them.
A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ADDITIONAL INFORMATION
This communication is being made in respect of the proposed merger transaction involving Potlatch and Deltic. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed merger, Potlatch and Deltic have filed relevant materials with the Securities and Exchange Commission (“SEC”), including a Potlatch registration statement on FormS-4(Reg. No. 333-221942), which the SEC has declared effective, that includes a joint proxy statement of Potlatch and Deltic and also constitutes a prospectus of Potlatch, which was first mailed to Potlatch and Deltic stockholders on January 19, 2018. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF POTLATCH AND DELTIC ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIONABOUT THE PROPOSED TRANSACTION.The joint proxy statement/prospectus, as well as other filings containing information about Potlatch and Deltic are available without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, from Potlatch’s website at http://www.Potlatchcorp.com under the Investor Resources tab (in the case of documents filed by Potlatch) and on Deltic’s website at https://www.Deltic.comunder the Investor Relations tab (in the case of documents filed by Deltic).
Potlatch and Deltic, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Deltic and Potlatch in respect of the proposed merger transaction. Certain information about the directors and executive officers of Potlatch is set forth in its Annual Report on Form10-Kfor the year ended December31, 2016, which was filed with the SEC on February17, 2017, its most recent Quarterly Report on Form10-Qfor the quarter ended September30, 2017, which was filed with the SEC on October24, 2017, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April3, 2017 and its Current Reports on Form8-K,which were filed on May1, 2017, May4, 2017, October23, 2017 and December7, 2017. Certain Information about the directors and executive officers of Deltic is set forth in its Annual Report on Form10-Kfor the year ended December31, 2016, which was filed with the SEC on March7, 2017, its most recent Quarterly Report on Form10-Qfor the quarter ended September30, 2017, which was filed with the SEC on November2, 2017, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March20, 2017, its supplement to the proxy statement for its 2017 annual meeting of the stockholders, which was filed with the SEC on March30, 2017 and its Current Reports on Form8-K, which were filed with the SEC on February27, 2017, March8, 2017, May2, 2017, September1, 2017, September5, 2017, October23, 2017, November11, 2017 and December21, 2017. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are included in the joint proxy statement/prospectus.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
DELTIC TIMBER CORP ExhibitEX-99.1 2 dp85432_ex9901.htm EXHIBIT 99.1 Exhibit 99.1 DELTIC TIMBER CORPORATION IMPORTANT NOTICE REGARDING TRADING IN DELTIC AND POTLATCH STOCK AND STOCK AWARDS To:Members of the Board of Directors and Executive Officers From:Jim Andrews,…To view the full exhibit click here
About Deltic Timber Corporation (NYSE:DEL)
Deltic Timber Corporation is a vertically integrated natural resources company. The Company is engaged in the growing and harvesting of timber and the manufacturing and marketing of lumber and medium density fiberboard (MDF). It operates through four segments: Woodlands, which manages all aspects of its timberlands, including harvesting and sale of timber, timberland sales and acquisitions, oil and gas revenues, timberland management and leasing of hunting land; Manufacturing, which consists of its approximately two sawmills that manufacture a range of softwood lumber products and the Del-Tin Fiber plant that produces MDF; Real Estate, which includes the Company’s approximately four real estate developments and a related country club operation, and Corporate, which consists of executive management and the staff functions. It is also engaged in real estate development in central Arkansas.