<PAGE>
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-12147
DELTIC TIMBER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 71-0795870
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
210 East Elm Street 71731-7200
P. O. Box 7200 (Zip Code)
El Dorado, Arkansas
(Address of principal executive offices)
Registrant's telephone number, including area code: (870) 881-9400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock, $.01 Par Value New York Stock Exchange, Inc.
Series A Participating Cumulative New York Stock Exchange, Inc.
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the average of the high and low prices of the Common Stock
on the New York Stock Exchange on February 27, 1998, was $193,950,025. For
purposes of this computation, all officers, directors, and 5% beneficial owners
of the registrant (as indicated in Item 12) are deemed to be affiliates. Such
determination should not be deemed an admission that such directors, officers,
or 5% beneficial owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $.01 Par Value, outstanding at February 28,
1998, was 12,813,879.
Documents incorporated by reference:
The Registrant's definitive Proxy Statement relating to the Annual Meeting of
Stockholders on April 28, 1998.
================================================================================
<PAGE>
EXHIBIT 99
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-12147
THRIFT PLAN OF DELTIC TIMBER CORPORATION
(Full title of the Plan)
DELTIC TIMBER CORPORATION
(Exact name of issuer of securities held pursuant to Plan)
210 East Elm Street, P. O. Box 7200, El Dorado, Arkansas 71731-7200
(Address of principal executive offices) (Zip Code)
================================================================================
Ex. 99-0
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Deltic Timber Corporation:
We have audited the accompanying statements of net assets available for benefits
of the Thrift Plan of Deltic Timber Corporation as of December 31, 1997 and
1996, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1997. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Thrift Plan
of Deltic Timber Corporation as of December 31, 1997 and 1996, and the changes
in net assets available for benefits for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information
related to the statement of net assets available for benefits and the statement
of changes in net assets available for benefits, included in Note 4 - Trust Net
Assets by Investment Fund and Note 5 -Murphy Oil Master Trust Net Assets, is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
/s/KPMG Peat Marwick LLP
Shreveport, Louisiana
July 10, 1998
Ex. 99-1
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Statement of Net Assets Available for Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Dec. 31, Dec. 31,
1997 1996
----------- --------
<S> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ 895,108 -
Murphy Oil Corporation 881,964 -
---------- --------
Total Common Stock 1,777,072 -
Equity security bank funds 1,113,706 -
Mutual funds
Equity securities 102,060 -
Balanced portfolio - equity securities/bonds 1,252,030 -
U. S. government securities bank fund 447,003 -
Guaranteed investment contract bank fund, at cost 716,686 -
Guaranteed investment contract, at contract value 1,151,771 -
Beneficial interest in Murphy Oil Master Trust - 931,810
---------- --------
Total investments 6,560,328 931,810
Accrued interest and dividends 26,184 -
Contributions receivable - employee 21,463 -
Contributions receivable - employer 9,234 -
---------- --------
Total net assets* $6,617,209 931,810
========== ========
</TABLE>
*For details of net assets available for benefits by investment fund, see Note 4
- Trust Net Assets by Investment Fund.
See accompanying notes to financial statements.
Ex. 99-2
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997
<TABLE>
<S> <C>
Additions to assets
Transfer from Deltic Salaried Plan $4,565,351
----------
Contributions
Employee 347,756
Employer 142,032
Rollovers from previous employer plans 871,332
----------
Total contributions 1,361,120
----------
Investment income
Interest 12,651
Dividends 190,438
Net appreciation/(depreciation) in fair value of
investments (63,355)
Other income/(loss) (25,703)
Beneficial interest in the net increase of Murphy
Oil Master Trust net assets* 43,701
----------
Total investment income 157,732
----------
Total additions to assets 6,084,203
----------
Deductions from assets
Transfer of assets to Murphy Oil sponsored plan 246,992
Distributions of benefits 151,812
----------
Total deductions from assets 398,804
----------
Net change for the year** 5,685,399
Net assets available for benefits
Beginning of year 931,810
----------
End of year $6,617,209
==========
</TABLE>
* See Note 5 - Murphy Oil Master Trust Net Assets.
** For details of changes in net assets available for benefits by investment
fund, see Note 4 -Trust Net Assets by Investment Fund.
See accompanying notes to financial statements.
Ex. 99-3
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 1 - TRANSFER FROM MURPHY OIL CORPORATION PLANS
On December 31, 1996, Murphy Oil Corporation ("Murphy Oil") distributed the
Common Stock of wholly-owned Deltic Farm & Timber Co., Inc., which had been
renamed Deltic Timber Corporation ("Deltic or the Company"), to Murphy Oil's
stockholders. At that time, Deltic's hourly employees were participants in the
Thrift Plan for Hourly Employees of Deltic Farm & Timber Co., Inc. ("the Deltic
Hourly Plan") and Deltic's salaried employees were participants in the Thrift
Plan for Employees of Murphy Oil Corporation ("the Murphy Oil Plan").
Effective January 1, 1997, Murphy transferred sponsorship of the Deltic Hourly
Plan to the Company. In conjunction with the transfer of sponsorship, net
assets equal to the beneficial interests of inactive Deltic hourly employees
were transferred from the Deltic Hourly Plan to a plan sponsored by Murphy Oil.
On that same date, Deltic also created the Thrift Plan for Salaried Employees
of Deltic Timber Corporation ("the Deltic Salaried Plan") and adopted similar
provisions of the Murphy Oil Plan, with minor revisions. At that time, the net
assets of the Murphy Oil Plan for active, salaried employees of Deltic were
transferred to the Deltic Salaried Plan.
On July 31, 1997, the net assets of the Deltic Salaried Plan were transferred
to the Deltic Hourly Plan. In conjunction with this transfer, the Deltic
Hourly Plan was amended, restated, and renamed the Thrift Plan of Deltic Timber
Corporation ("the Plan"), and the Deltic Salaried Plan was dissolved. The net
assets for the two Deltic sponsored plans remained in the Murphy Oil Master
Trust, commingled with the net assets of three other plans sponsored by Murphy
Oil with First Tennessee Bank National Association ("First Tennessee"),
Memphis, Tennessee, as the Trustee, until August 1, 1997, at which time net
assets equal to the beneficial interests of Deltic's active employees in the
Plan were transferred to Central Bank/First Commerce Corporation as new Trustee
for the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN
BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been prepared on an
accrual basis of accounting and present the net assets available for benefits
to participants in the Plan and changes in net assets available for benefits.
The Plan has made estimates in preparing the accompanying financial statements
in accordance with generally accepted accounting principles. Actual results
could differ from those estimates.
SIGNIFICANT PROVISIONS
The following is a summary of certain information related to the Plan, which is
sponsored by Deltic and administered by its Employee Benefits Committee
(members which are appointed by the Company's Board of Directors). The Plan
document should be referred to for a complete description of the Plan's
provisions.
Each employee of the Company who works 1,000 or more hours in a year may
participate in the Plan.
A participant may have the following Plan accounts to which amounts may be
allotted or contributed, with limitations as indicated.
Ex. 99-4
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
A. Tax-Deferred -- participant's pre-tax allotments up to a maximum of 8%
of base pay not to exceed $9,500 annually in 1997.
B. Matching Employee After-Tax -- participant's contributions up to a
maximum of 8% of base pay (when combined with any Tax-Deferred
allotments).
C. Matching Employer -- Company contributions based on the participant's
allotments (up to a maximum of 5% of base pay) to the Tax-Deferred
and/or Matching Employee After-Tax account and calculated as 50% of
such allotments during the first five years of participation, 75%
during the second five years, and 100% thereafter.
D. Supplemental -- participant's allotments up to a maximum of 5% of base
pay for the year, except that if annualized salary was less than
$80,000 in 1997, a maximum of 10% of base pay.
E. Deductible -- participant's allotments to this account have not been
allowed after December 31, 1986, but established accounts have been
allowed to remain.
F. Rollover -- a lump-sum investment of taxable assets that a participant
has accumulated from a previous employer's plan.
A participant is vested in Company contributions upon occurrence of any of the
following circumstances: completion of 60 months of employment, retirement on
or after age 65, death, permanent disability, or discontinuance of the Plan.
Any amounts contributed by the Company that are forfeited by participants in
accordance with provisions of the Plan are applied to reduce subsequent
contributions by the Company.
A vested participant may withdraw from a Matching Employee and/or Matching
Employer account either totally or partially (limited to at least $250, or any
higher multiple of 10% up to 50% of the Employee and/or Employer account
balances). A nonvested participant may only withdraw his/her Matching Employee
account or Tax-Deferred allotments without any adjustment for subsequent
changes in value but does not forfeit Company contributions to the Company
Matching account unless terminated from employment. After a total withdrawal
from a Matching Employee After-Tax and/or Tax-Deferred account, a participant
is not eligible for reinstatement of Company contributions until 12 months
later; for a partial withdrawal, the suspension period is six months, and
another such withdrawal cannot be made until at least 24 months after the most
recent withdrawal. Allotments by a participant to a Tax-Deferred and/or
Matching Employee After-Tax account may continue without interruption after a
total or partial withdrawal from either Matching account. Any taxable income
distributed from a Matching account or a Tax-Deferred account may be subject to
a 10% penalty tax under the Tax Reform Act of 1986.
A withdrawal from either a Tax-Deferred account or a Rollover account is not
permissible except upon a finding that a hardship exists pursuant to
regulations issued by the IRS, upon the attainment of age 59 1/2 or upon
termination. After such a withdrawal from a Tax-Deferred account, participation
in all accounts is suspended for 12 months. "Hardship" is an immediate and
heavy financial need in one of the following areas: (1) large medical expenses
not covered by insurance for the employee or family, (2) purchase of a
principal residence (not regular mortgage payments), (3) preventing foreclosure
or eviction from employee's principal residence, (4) tuition and related
education fees for the next 12 months of post-secondary education for employee
or family, or (5) other events as may be determined by the IRS.
Ex. 99-5
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
A withdrawal from a Supplemental account must be at least the greater of 10% of
the account balance or $250 and may not be made until at least 12 months after
the most recent such withdrawal. No participation penalty is applied to such a
withdrawal.
A withdrawal from a Deductible account must be at least the greater of 10% of
the account balance or $250 and may not be made until at least 12 months after
the most recent such withdrawal. No participation penalty is applied to such a
withdrawal, but unless the participant is 59 1/2 years old, is permanently
disabled, or has died, the withdrawal is subject to a 10% penalty tax as
required by federal tax regulations.
Upon retirement, disability, or death of a participant, the participant or
his/her spouse, if the designated beneficiary, has the option to receive
settlement in a lump sum or installment payments not to exceed 20 years or
actuarial life if less than 20 years.
OBLIGATION FOR CONTRIBUTIONS TO THE PLAN
The Company has voluntarily agreed to make contributions to the Plan based on
each participant's allotments to a Tax-Deferred and/or Matching Employee After-
Tax account subject to a maximum of 5% of the participant's base pay. Although
the Company has not expressed any intent to terminate the Plan, it may do so at
any time. In the event of Plan termination, participants will become 100%
vested in their Matching Employer accounts.
ADMINISTRATIVE EXPENSES
Most costs of Plan administration are paid by the Company.
NOTE 3 - INVESTMENT FUNDS
MURPHY OIL MASTER TRUST (1/1/97 - 7/31/97)
Each Plan participant could have had investments in one or more of five
separate investment options within the Master Trust. These options were
designated as Funds A, B, C, C1, and D and are briefly described in the
following paragraphs. Except for certain contribution and transfer
restrictions on Fund C (See description of Fund C below.), a participant
determined how each of his/her accounts was divided among the different Funds,
but any division of a participants allotments, Company contributions or account
balance transfers must have been in multiples of 10%.
Fund A was a fixed income portfolio primarily invested in Guaranteed Investment
Contracts ("GIC's") so that a portion matured each year over several years.
Maturing amounts were reinvested in a new contract or contracts at the highest
bid rate(s) received from insurance companies selected to bid because of having
the best ratings (indicative of financial strength to meet contractual
obligations) from well-known rating services. All cash flows were processed
through the most recent contract(s) during the six to 12 months following the
awarding of such contract(s) except that withdrawals could have been prorated
over several recent contracts. Each interest rate and principal amount was
guaranteed by the contracting company. The average yields of the GIC's were
7.24% for 1997. All interest earned under Fund A was commingled, and composite
rate was used to determine the amount credited to each participant's account.
Ex. 99-6
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Fund B was invested in a diversified portfolio of stocks and other securities.
Invesco Capital Management Inc., Investment Manager located in Atlanta,
Georgia, had discretionary authority concerning purchases and sales of
Investments in Fund B and directed First Tennessee in such transactions.
Fund C was invested in the Common Stock of Murphy Oil Corporation. First
Tennessee acted as Investment Manager of Fund C. Subsequent to the Spin-off
(see Note 1), a participant could have directed that all or part of his/her
Fund C account be either transferred to another Fund or withdrawn but could not
have directed any allotments, Company contributions or transfers from other
Funds to Fund C. A participant withdrawing from Fund C could have elected to
receive either cash or stock. If the participant elected to receive stock, the
value of his/her Fund C withdrawal was converted to equivalent shares of stock
based on the market price at the effective date of withdrawal, and the
participant received the whole shares and cash for any fractional shares.
Fund C1 was invested in the Common Stock of Deltic Timber Corporation and
resulted from the Spin-off (see Note 1) to the Murphy Stock held by Fund C.
First Tennessee acted as Investment Manager of Fund C1. Withdrawals from Fund
C1 could have been in either cash or stock determined in a similar manner to
Fund C withdrawals.
Fund D was invested in a mutual fund that had a balanced portfolio of U.S. and
international stocks and bonds and could have included futures and options. At
least 25% of the portfolio must have been investment-grade debt securities and
preferred stock. Fidelity Management & Research Company, Boston,
Massachusetts, acted as Investment Manager of Fund D.
The Plan Administrator valued each participant's investment in a Fund by using
monthly values of the Fund's net assets furnished by the Trustee. The total
beneficial interest of the Plan in the net assets of the Master Trust was
determined from the total value of the investments held by the Plan's
participants in Funds A, B, C, C1, and D.
CENTRAL BANK TRUST (8/1/97 - 12/31/97)
Each Plan participant may have investments in one or more of nine separate
investment options within the Trust. These are briefly described in the
following paragraphs. Except for certain contribution and transfer restrictions
on the Murphy Oil Stock and Guaranteed Investment Contracts Funds which do not
allow any new contributions or transfers to these Funds due to the spin-off
from Murphy Oil and the planned elimination of the GIC fund, a participant
determines how each of his/her accounts is divided among the different Funds.
Marquis Government Securities Fund has at least 65% of its portfolio
invested in obligations issued or guaranteed as to principal and interest
by the U.S. Government or its agencies and instrumentalities ("U.S.
Government Securities").
Marquis Value Equity Fund is invested in common stocks of larger companies
with the fund objective to provide long-term capital appreciation.
Ex. 99-7
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Marquis Growth Equity Fund is invested in common stocks of large growth-
oriented companies with the fund objective to provide long-term capital
appreciation.
The three Marquis Funds are bank funds with investments managed
by First National Bank of Commerce ("First NBC"), a wholly-owned
subsidiary of First Commerce Corporation, New Orleans, Louisiana.
Federated Capital Preservation Fund is a bank collective fund which invests
primarily in GIC's issued by insurance companies and stable value
instruments that feature an attractive monthly interest rate and return
of principal, both of which are guaranteed by the issuing insurance
company. Federated Research Corporation, Pittsburgh, PA, acts as
investment advisor of this Fund.
Fidelity Advisor Growth Opportunity Fund is a mutual fund which normally
invests at least 65% of assets in equity securities of companies that
the Fund management believes have long-term growth potential. It may
also purchase fixed-income securities. The fund may invest up to 35% of
assets in debt securities rated below BBB (rated below investment grade
by investors rating services such as Moody's or Standard & Poors). It
also may invest without limit in foreign securities. Fidelity Management
and Research, Boston, MA, acts as investment advisor of this Fund.
Vanguard Index Small Cap Stock Fund is a mutual fund which invests in a
statistically-selected sample of all the stocks included in the Russell
2000 (an equity fund which measures performance of 2,000 small
companies). Vanguard's Core Management Group, Valley Forge, PA, acts as
investment advisor of this Fund.
Guaranteed Investment Contracts' Fund is primarily invested in GIC's so
that a portion will mature each year. Each interest rate and principal
amount is guaranteed by the contracting insurance companies who have been
selected because of having high ratings (indicative of financial strength
to meet contractual obligations) from well-known ratings services. The
average yield of the GIC's were 6.9% during 1997, with all interest
earned being commingled and a composite rate determining the amount
credited to each participant's account. At December 31, 1997, the GIC's
were with Allstate Life Insurance Company, Northbrook, IL; Aetna Life
Insurance Company, Hartford, CT; and Metropolitan Life Insurance Company,
New York, NY.
No further contracts or reinvestment will be made in this fund with the
last contract maturing June 30, 1999. Therefore, a participant may direct
that all or part of his/her account be transferred to another Fund or
withdrawn but cannot direct any contributions or transfers from other
Funds to this GIC Fund. As contracts mature, proportional amounts of each
participant's account are transferred to (reinvested in) the Federated
Capital Preservation Fund, from which the participant may transfer to
other investment options.
Deltic Stock Fund is invested in the Common Stock of Deltic Timber
Corporation with First NBC, New Orleans, LA, acting as the investment
advisor. A participant withdrawing may elect to receive either cash or
stock. If the participant elects to receive stock, whole shares are
issued with cash for any fractional shares.
Ex. 99-8
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Murphy Oil Stock Fund is invested in the Common Stock of Murphy Oil
Corporation with First NBC, New Orleans, LA, acting as the investment
advisor. Subsequent to the spin-off of Deltic from Murphy Oil (See
Note 1 - Transfer from Murphy Oil Corporation Plans.), a participant who
is an employee of Deltic can direct that all or part of his/her Murphy
Oil Stock be either transferred to another Fund or withdrawn but cannot
direct any contributions or transfers from other Funds to this Murphy Oil
Stock Fund. A participant withdrawing may elect to receive either cash or
stock. If the participant elects to receive stock, whole shares are
issued with cash for any fractional shares.
With the exception of the Vanguard Index Small Cap Stock Fund, all
investment funds at December 31, 1997 exceeded five percent of the Plan's
net assets available for benefits.
NOTE 4 - TRUST NET ASSETS BY INVESTMENT FUND
The assets of the Plan are maintained in a Trust sponsored by Deltic. Central
Bank/First Commerce Corporation, Monroe, Louisiana, is the Trustee. The net
assets of the Trust by investment Fund (See Note 3 - Investment Funds.) at
December 31, 1997 consisted of the following:
<TABLE>
<CAPTION>
Fidelity
Marquis Marquis Marquis Federated Advisor
Government Value Growth Capital Growth
Securities Equity Equity Preservation Opportunity
Fund Fund Fund Fund Fund
------------ ------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ - - - - -
Murphy Oil Corporation - - - - -
-------- ------- ------- ------- ---------
Total Common Stock - - - - -
Equity security bank funds - 512,498 601,208 - -
Mutual funds
Equity securities - - - - -
Balanced portfolio - equity
securities/bonds - - - - 1,252,030
U.S. government securities
bank fund 447,003 - - -
Guaranteed investment contract
bank fund, at cost - - - 716,686 -
Guaranteed investment contracts,
at contract value - - - - -
-------- ------- ------- ------- ---------
Total investments 447,003 512,498 601,208 716,686 1,252,030
Accrued interest and dividends 2,215 1,192 511 5,644 6,194
Contributions receivable - employee 1,638 1,933 2,414 3,623 6,464
Contributions receivable - employer 598 663 796 1,369 2,270
-------- ------- ------- ------- ---------
Total net assets $451,454 516,286 604,929 727,322 1,266,958
======== ======= ======= ======= =========
Number of units outstanding 44,567 33,301 38,989 71,669 29,494
======== ======= ======= ======= =========
Net assets per unit $10.13 15.50 15.52 10.15 42.96
======== ======= ======= ======= =========
</TABLE>
(NOTE) Continued on page Ex. 99-10.
Ex. 99-9
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(NOTE) Continued from page Ex. 99-9.
<TABLE>
<CAPTION>
Vanguard Guaranteed Deltic Murphy Oil
Index Small Investment Common Common
Cap Stock Contracts Stock Stock
Fund Fund Fund Fund Total
------------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments,at fair value
Common Stock
Deltic Timber Corporation $ - - 895,108 - 895,108
Murphy Oil Corporation - - - 881,964 881,964
-------- ---------- --------- ------- ---------
Total Common Stock - - 895,108 881,964 1,777,072
Equity security bank funds - - - - 1,113,706
Mutual funds
Equity securities 102,060 - - - 102,060
Balanced portfolio - equity
securities/bonds - - - - 1,252,030
U.S. government securities
bank fund 447,003
Guaranteed investment contract
bank fund, at cost - - - - 716,686
Guaranteed investment contracts,
at contract value - 1,151,771 - - 1,151,771
-------- ---------- --------- ------- ---------
Total investments 102,060 1,151,771 895,108 881,964 6,560,328
Accrued interest and dividends 6,790 5,841 (2,159) (44) 26,184
Contributions receivable - employee 666 - 4,725 - 21,463
Contributions receivable - employer 239 - 3,299 - 9,234
-------- ---------- --------- ------- ---------
Total net assets $109,755 1,157,612 900,973 881,920 6,617,209
======== ========== ========= ======= =========
Number of units outstanding 4,297 1,151,771 32,698 16,276
======== ========== ========= =======
Net assets per unit $25.54 1.01 27.55 54.19
======== ========== ========= =======
</TABLE>
Ex. 99-10
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
The net change in the net assets of the Trust, by investment fund (See Note 3 -
Investment Funds.), for the year ended December 31, 1997, consisted of the
following:
<TABLE>
<CAPTION>
Central Bank/
First Commerce Corporation Trust
---------------------------------
Marquis Marquis Marquis
Murphy Oil Government Value Growth
Master Securities Equity Equity
Trust Fund Fund Fund Subtotal
------------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
Additions to assets
Transfer from Deltic
Salaried Plan $ 4,565,351 - - - 4,565,351
----------- ------- ------- ------- ----------
Contributions
Employee 70,499 19,686 22,304 28,979 141,468
Employer 28,209 7,075 7,159 9,211 51,654
Rollovers from previous
employer plans - 219,150 164,362 164,362 547,874
----------- ------- ------- ------- ----------
Total contributions 98,708 245,911 193,825 202,552 740,996
----------- ------- ------- ------- ----------
Investment income
Interest - - - - -
Dividends - 4,062 64,410 17,347 85,819
Net appreciation/(depreciation)
in fair value of investments - 3,663 (46,503) (9,459) (52,299)
Other income (25,703) - - - (25,703)
Beneficial interest in the net
increase of Murphy Oil
Master Trust net assets* 43,701 - - - 43,701
----------- ------- ------- ------- ----------
Total investment income 17,998 7,725 17,907 7,888 51,518
----------- ------- ------- ------- ----------
Total additions to assets 4,682,057 253,636 211,732 210,440 5,357,865
----------- ------- ------- ------- ----------
Deductions from assets
Transfer of assets to Murphy Oil
sponsored plan 246,992 - - - 246,992
Distributions of benefits 100,590 1,172 2,366 960 105,088
----------- ------- ------- ------- ----------
Total deductions from
assets 347,582 1,172 2,366 960 352,080
----------- ------- ------- ------- ----------
Net change for the year prior to
intertrust and interfund transfers 4,334,475 252,464 209,366 209,480 5,005,785
Transfer of assets from Murphy Oil
Master Trust to Central Bank Trust (5,266,285) 198,990 306,920 397,323 (4,363,052)
Interfund transfers - - - (1,874) (1,874)
----------- ------- ------- ------- ----------
Net change for the year (931,810) 451,454 516,286 604,929 640,859
Net assets available for benefits
Beginning of year 931,810 - - - 931,810
----------- ------- ------- ------- ----------
End of year $ - 451,454 516,286 604,929 1,572,669
=========== ======= ======= ======= ==========
</TABLE>
(Note) Continued on page Ex. 99-12.
* See Note 5 - Murphy Oil Master Trust Net Assets.
Ex. 99-11
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(Note) Continued from page Ex. 99-11.
<TABLE>
<CAPTION>
Central Bank/
First Commerce Corporation Trust
--------------------------------------------
Federated Fidelity Vanguard
Previous Capital Advisor Growth Index Small
Page Preservation Opportunity Cap Stock
Subtotal Fund Fund Fund Subtotal
------------- ------------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Additions to assets
Transfer from Deltic
Salaried Plan $ 4,565,351 - - - 4,565,351
----------- ------- --------- ------- ----------
Contributions
Employee 141,468 54,709 84,968 8,719 289,864
Employer 51,654 21,361 26,580 3,127 102,722
Rollovers from previous
employer plans 547,874 - - - 547,874
----------- ------- --------- ------- ----------
Total contributions 740,996 76,070 111,548 11,846 940,460
----------- ------- --------- ------- ----------
Investment income
Interest - - - - -
Dividends 85,819 6,524 84,009 6,790 183,142
Net appreciation/(depreciation)
in fair value of investments (52,299) 4,878 (34,360) (1,083) (82,864)
Other income (25,703) - - - (25,703)
Beneficial interest in the net
increase of Murphy Oil
Master Trust net assets* 43,701 - - - 43,701
----------- ------- --------- ------- ----------
Total investment income 51,518 11,402 49,649 5,707 118,276
----------- ------- --------- ------- ----------
Total additions to assets 5,357,865 87,472 161,197 17,553 5,624,087
----------- ------- --------- ------- ----------
Deductions from assets
Transfer of assets to Murphy Oil
sponsored plan 246,992 - - - 246,992
Distributions of benefits 105,088 18,042 12,454 928 136,512
----------- ------- --------- ------- ----------
Total deductions from
assets 352,080 18,042 12,454 928 383,504
----------- ------- --------- ------- ----------
Net change for the year prior to
intertrust and interfund transfers 5,005,785 69,430 148,743 16,625 5,240,583
Transfer of assets from Murphy Oil
Master Trust to Central Bank Trust (4,363,052) 682,764 1,120,113 94,353 (2,465,822)
Interfund transfers (1,874) (24,872) (1,898) (1,223) (29,867)
----------- ------- --------- ------- ----------
Net change for the year 640,859 727,322 1,266,958 109,755 2,744,894
Net assets available for benefits
Beginning of year 931,810 - - - 931,810
----------- ------- --------- ------- ----------
End of year $ 1,572,669 727,322 1,266,958 109,755 3,676,704
=========== ======= ========= ======= ==========
</TABLE>
(Note) Continued on page Ex. 99-13.
* See Note 5 - Murphy Oil Master Trust Net Assets.
Ex. 99-12
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
(Note) Continued from page Ex. 99-12.
Central Bank/
First Commerce Corporation Trust
--------------------------------
Guaranteed Deltic Murphy
Previous Investment Common Common
Page Contracts Stock Stock
Subtotal Fund Fund Fund Total
------------- ---------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>
Additions to assets
Transfer from Deltic
Salaried Plan $ 4,565,351 - - - 4,565,351
----------- ---------- ------- ------- ---------
Contributions
Employee 289,864 - 57,892 - 347,756
Employer 102,722 - 39,310 - 142,032
Rollovers from previous
employer plans 547,874 - 2,276 321,182 871,332
----------- ---------- ------- ------- ---------
Total contributions 940,460 - 99,478 321,182 1,361,120
----------- ---------- ------- ------- ---------
Investment income
Interest - 12,651 - - 12,651
Dividends 183,142 - 1,934 5,362 190,438
Net appreciation/(depreciation)
in fair value of investments (82,864) 8,211 (2,540) 13,838 (63,355)
Other income (25,703) - - - (25,703)
Beneficial interest in the net
increase of Murphy Oil
Master Trust net assets* 43,701 - - - 43,701
----------- ---------- ------- ------- ---------
Total investment income 118,276 20,862 (606) 19,200 157,732
----------- ---------- ------- ------- ---------
Total additions to assets 5,624,087 20,862 98,872 340,382 6,084,203
----------- ---------- ------- ------- ---------
Deductions from assets
Transfer of assets to Murphy Oil
sponsored plan 246,992 - - - 246,992
Distributions of benefits 136,512 4,905 10,395 - 151,812
----------- ---------- ------- ------- ---------
Total deductions from
assets 383,504 4,905 10,395 - 398,804
----------- ---------- ------- ------- ---------
Net change for the year prior to
intertrust and interfund transfers 5,240,583 15,957 88,477 340,382 5,685,399
Transfer of assets from Murphy Oil
Master Trust to Central Bank Trust (2,465,822) 1,141,655 798,035 526,132 -
Interfund transfers (29,867) - 14,461 15,406 -
----------- ---------- ------- ------- ---------
Net change for the year 2,744,894 1,157,612 900,973 881,920 5,685,399
Net assets available for benefits
Beginning of year 931,810 - - - 931,810
----------- ---------- ------- ------- ---------
End of year $ 3,676,704 1,157,612 900,973 881,920 6,617,209
=========== ========== ======= ======= =========
</TABLE>
The investments and changes in the net assets available for benefits have been
determined by the Trustee and reported to the Plan Administrator based on
contract values for the GIC's and quoted market values for all other assets.
The carrying values of all financial instruments held by the Trust are
reasonable estimates of fair value.
* See Note 5 - Murphy Oil Master Trust Net Assets.
Ex. 99-13
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 5 - MURPHY OIL MASTER TRUST NET ASSETS
The net assets by investment Fund (See Note 3 - Investment Funds.) of the
Murphy Oil Master Trust at December 31, 1996 consisted on the following:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D Total
------------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Investments at market value
Common stock
Murphy Oil Corporation $ - - 11,114,320 - 11,114,320
Other - 15,465,707 - - 15,465,707
----------- ---------- ---------- --------- -----------
Total common stock - 15,465,707 11,114,320 - 26,580,027
Balanced portfolio - stocks/bonds - - - 2,578,001 2,578,001
U.S. Treasury bills - 754,425 9,875 - 764,300
Repurchase agreement 2,397,400 - - - 2,397,400
Short-term money market portfolio - 1,093 352 - 1,445
Guaranteed investment contracts at
contract value 77,674,786 - - - 77,674,786
----------- ---------- ---------- --------- -----------
Total investments 80,072,186 16,221,225 11,124,547 2,578,001 109,995,959
Cash 155,697 65,431 29,072 16,432 266,632
Accrued interest and dividends 366 38,038 262 30 38,696
----------- ---------- ---------- --------- -----------
Total assets 80,228,249 16,324,694 11,153,881 2,594,463 110,301,287
Liabilities - benefits payable to
participants (246,615) (39,362) - (5,069) (291,046)
----------- ---------- ---------- --------- -----------
Net assets $79,981,634 16,285,332 11,153,881 2,589,394 110,010,241
=========== ========== ========== ========= ===========
Number of units outstanding 5,752,915 472,582 1,307,943 2,117,976
=========== ========== ========== =========
Net assets per unit $ 13.9028 34.4603 8.5278 1.2226
=========== ========== ========== =========
</TABLE>
The beneficial interests of the participating plans in the net assets of the
Murphy Oil Master Trust at December 31, 1996 were as follows.
<TABLE>
<CAPTION>
Plan Name
--------------------------------------------------------------------
<S> <C>
Thrift Plan for Employees of Murphy Oil Corporation $ 96,689,462
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
United Steelworkers of America, AFL-CIO, Local No. 8363 7,830,944
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
International Union of Operating Engineers, AFL-CIO, Local No. 305 4,558,025
Thrift Plan for Hourly Employees of Deltic Farm & Timber Co., Inc. 931,810
------------
Net increase $110,010,241
</TABLE>
Ex. 99-14
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
The net increase/(decrease) by investment Fund in the net assets of the Murphy
Oil Master Trust for the year ended December 31, 1997, excluding participants'
allotments, Company contributions, and benefit payments consisted of the
following:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund C1 Fund D Total
------------ ---------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends $ 3,027 431,748 263,472 13,642 424,413 1,136,302
Interest 5,403,055 51,608 464 - - 5,455,127
Net appreciation in market value
of investments
Common stock of Murphy Oil - - 1,083,021 - - 1,083,021
Common stock of Deltic - - - 312,011 - 312,011
Other stock - 5,047,686 - - - 5,047,686
Balanced portfolio -
stocks/bonds - - - - 229,750 229,750
----------- --------- ---------- --------- --------- ----------
Total investment income 5,406,082 5,531,042 1,346,957 325,653 654,163 13,263,897
Administrative expenses - (44,462) - - - (44,462)
Shares received in spin-off of Deltic - - (1,251,746) 1,251,746 - -
Other transfers between Funds (2,097,693) 2,347,269 (1,140,260) 64,079 826,605 -
----------- --------- ---------- --------- --------- ----------
Net increase/(decrease) $ 3,308,389 7,833,849 (1,045,049) 1,641,478 1,480,768 13,219,435
=========== ========= ========== ========= ========= ==========
</TABLE>
The beneficial interests of the participating plans in the net increase in the
Murphy Oil Master Trust net assets for the year ended December 31, 1997 were as
follows:
<TABLE>
<CAPTION>
Plan Name
- -----------------------------------------------------------------------
<S> <C>
Thrift Plan for Employees of Murphy Oil Corporation $11,103,065
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
United Steelworkers of America, AFL-CIO, Local No. 8363 1,034,242
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
International Union of Operating Engineers, AFL-CIO, Local No. 305 567,998
Thrift Plan for Salaried Employees of Deltic Timber Corporation 470,429
Thrift Plan for Hourly Employees of Deltic Timber Corporation 43,701
-----------
Net increase $13,219,435
===========
</TABLE>
The investments and changes in the net assets available for benefits were
determined by the Trustee and reported to the Plan Administrator based on
contract values for the GIC's and a repurchase agreement and on market values
for all other assets. The carrying values of all financial instruments held by
the Murphy Oil Master Trust were reasonable estimates of fair value.
Ex. 99-15
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 6 - INCOME TAXES
The Plan meets the necessary requirements of the Tax Reform Act of 1986 as
documented in Section 401(a) of the Internal Revenue Code, and accordingly, the
related Trust is exempt from taxation under the provisions of Section 501(a) of
the Internal Revenue Code. A favorable determination letter from the Internal
Revenue Service has not been obtained for the Plan as currently amended and
restated, a request for such is to be filed. Until such time as cash or shares
are withdrawn from the Plan by a participant or a participant's beneficiary, no
income tax is payable by the participant/beneficiary on: contributions made by
the Company on the participant's behalf, allotments made by the participant
pursuant to the Economic Recovery Tax Act of 1981, or any amounts added to the
participant's accounts representing his/her proportional share of the
investment income of the Trust.
NOTE 7 - RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by First NBC, a
wholly-owned subsidiary of First Commerce Corporation. Central Bank/First
Commerce Corporation is the Trustee of the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
NOTE 8 - CONCENTRATION OF INVESTMENTS
As of December 31, 1997, 13.5% of the net assets available for benefits were
invested in Deltic Common Stock and 13.3% were invested in Murphy Oil Common
Stock. Of the remaining net assets available for benefits, 23.6% were invested
in bank funds managed by First NBC and 17.4% were invested in GIC's with
contracts negotiated by Deltic personnel. The future value of the investments
in Deltic and Murphy Oil Common Stocks will depend upon the future well-being
of Deltic and Murphy Oil, the timber and petroleum industries, and the overall
U.S. economy. The GIC's are with companies having high ratings (indicative of
financial strength) from well-known rating services. To-date, the Trust has
not incurred any credit-related losses.
NOTE 9 - SUBSEQUENT EVENTS
On October 20, 1997, First Commerce Corporation, the parent of First National
Bank of Commerce in New Orleans, and Banc One Corporation, the parent of Banc
One, Louisiana; announced a definitive agreement for the merger of First
Commerce with Banc One. Subject to certain conditions being met, it is
anticipated that the merger will be effective by July 1, 1998. As a result, it
is expected that each of the Plan's three Marquis Funds, which are managed by
First NBC, will eventually merge into a comparable One Group Fund to be managed
by Banc One Investment Advisors Corporation.
Ex. 99-16
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Schedule I
Item 27a - Schedule of Assets Held for Investment Purposes*
December 31, 1997
<TABLE>
<CAPTION>
Description of Current Value Per
Identity of Issuer Investment Cost Value Share/Unit
- ------------------------------------------- ------------------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Corporate Common Stock
Deltic Timber Corporation 32,698.000 shares $ 816,344 895,108** 27.375
Murphy Oil Corporation 16,276.000 shares 715,176 881,964** 54.188
Shares in Investment Company
Marquis Growth Equity Fund 38,988.852 shares 610,681 601,208** 15.420
Marquis Value Equity Fund 33,300.746 shares 559,069 512,498** 15.390
Vanguard Index Small Cap Stock Fund 4,297.252 shares 103,195 102,060 23.750
Fidelity Advisor Growth Opportunity Fund 29,494.237 shares 1,285,785 1,252,030** 42.450
Marquis Government Securities Fund 44,566.640 shares 443,355 447,003** 10.030
Federated Capital Preservation Fund 71,668.661 shares 712,084 716,686** 10.000
Other Investments
Guaranteed Investment Contracts Fund 1,151,771.210 units 1,143,560 1,151,771** 1.000
------------- ---------- ----------
1,423,061.598 $6,389,249 6,560,328
============= ========== ==========
</TABLE>
* The above data is based on information which has been certified as accurate
and complete by the Trustee, Central Bank/ First Commerce Corporation.
Central Bank/First Commerce Corporation manages the three Marquis Funds and,
accordingly is a party-in-interest. Additionally, Deltic Timber Corporation,
as sponsor of the Plan, is considered a party-in-interest.
** These investments are greater than 5% of net assets available for benefits.
Ex. 99-17
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Schedule II
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Sales Transactions
------------------------------------------
Purchase Selling Cost of Transaction Net
Description of Transaction Price** Price Asset Expense Gain/(Loss)
- ------------------------------------------------ -------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Category 1 - A transaction in excess of 5% of beginning of year Plan net assets available for benefits.
Corporate Common Stock
Deltic Timber Corporation
September 25, 1997 282,023 - - - -
November 19, 1997 163,352 - - - -
November 21, 1997 47,545 - - - -
Murphy Oil Corporation
September 25, 1997 - 330,451 201,802 461 128,188
Shares in Investment Company
Marquis Equity Growth Fund
September 25, 1997 68,882 - - - -
November 4, 1997 164,362 - - - -
November 19, 1997 333,234 - - - -
Marquis Value Equity Fund
September 25, 1997 147,353 - - - -
November 4, 1997 164,362 - - - -
November 19, 1997 172,322 - - - -
Vanguard Index Small Cap Stock Fund
September 25, 1997 51,462 - - - -
November 19, 1997 49,574 - - - -
Fidelity Advisor Growth Opportunity Fund
September 25, 1997 727,816 - - - -
November 19, 1997 397,350 - - - -
December 16, 1997 73,185 - - - -
Marquis Government Securities Fund
September 25, 1997 114,111 - - - -
November 4, 1997 219,150 - - - -
November 19, 1997 88,605 - - - -
Federated Capital Preservation Fund
September 25, 1997 488,567 - - - -
November 19, 1997 204,571 - - - -
Guaranteed Investment Contracts Fund
December 31, 1997 - 155,663 155,663 - -
</TABLE>
(NOTE 1) Continued on page Ex. 99-18.
(NOTE 2) Current value is substantially the same as purchase price or selling
price of the security on the transaction date.
* The above data is based on information which has been certified as accurate
and complete by the Trustee, Central Bank/ First Commerce Corporation and
includes transactions for August 1, 1997 to December 31, 1997 only. Central
Bank/First Commerce Corporation manages the three Marquis Funds and,
accordingly, is a party-in-interest. Additionally, Deltic Timber
Corporation, as sponsor of the Plan, is considered a party-in-interest.
** The purchase price denotes cost and current value of the security on the
transaction date.
Ex. 99-18
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Schedule II
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Sales Transactions
------------------------------------------
Purchase Selling Cost of Transaction Net
Description of Transaction Price** Price Asset Expense Gain/(Loss)
- ------------------------------------------------ -------- ------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Category 3 - A series of transactions in excess of 5% of beginning of year Plan net assets available for benefits.
Corporate Common Stock
Deltic Timber Corporation
(18 purchases, 2 sales) 592,837 304 293 2 9
Murphy Oil Corporation
(3 purchases, 4 sales) 64,944 341,869 209,254 482 132,133
Shares in Investment Company
Marquis Equity Growth Fund
(28 purchases, 8 sales) 618,446 7,734 7,693 - 41
Marquis Value Equity Fund
(44 purchases, 5 sales) 575,639 7,071 7,057 - 14
Vanguard Index Small Cap Stock Fund
(37 purchases, 7 sales) 112,262 3,450 3,507 - (57)
Fidelity Advisor Growth Opportunity Fund
(24 purchases, 10 sales) 1,307,483 28,292 28,624 - (332)
Marquis Government Securities Fund
(29 purchases, 3 sales) 449,293 3,885 3,866 - 19
Federated Capital Preservation Fund
(41 purchases, 21 sales) 768,472 51,786 51,786 - -
Guaranteed Investment Contracts Fund
December 31, 1997 - 155,663 155,663 - -
</TABLE>
(NOTE 1) Continued from page Ex. 99-17.
(NOTE 2) Current value is substantially the same as purchase price or selling
price of the security on the transaction date.
* The above data is based on information which has been certified as accurate
and complete by the Trustee, Central Bank/ First Commerce Corporation and
includes transactions for August 1, 1997 to December 31, 1997 only. Central
Bank/First Commerce Corporation manages the three Marquis Funds and,
accordingly, is a party-in-interest. Additionally, Deltic Timber
Corporation, as sponsor of the Plan, is considered a party-in-interest.
** The purchase price denotes cost and current value of the security on the
transaction date.
Ex. 99-19
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Committee has duly caused this Annual Report to be signed on
its behalf by the undersigned hereunto duly authorized.
THRIFT PLAN OF DELTIC
TIMBER CORPORATION
Dated: July 10, 1998 By: /s/Clefton D. Vaughan
----------------------- -----------------------------------
Clefton D. Vaughan, Vice President
of Finance and Administration and
Chairman of Employee Benefits
Committee, Deltic Timber Corporation
Ex. 99-20
<PAGE>
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Deltic Timber Corporation:
We consent to incorporation by reference in the Registration Statement (No. 333-
34317) on Form S-8 of Deltic Timber Corporation of our report dated July 10,
1998, relating to the statements of net assets available for benefits of the
Thrift Plan of Deltic Timber Corporation as of December 31, 1997 and 1996, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1997, which report appears in the December 31, 1997
annual report on Form 11-K of the Thrift Plan of Deltic Timber Corporation.
KPMG Peat Marwick LLP
/s/KPMG Peat Marwick LLP
Shreveport, Louisiana
July 10, 1998
Ex. 99-21
<PAGE>
EXHIBIT 99.1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-12147
THRIFT PLAN FOR SALARIED EMPLOYEES OF
DELTIC TIMBER CORPORATION
(Full title of the Plan)
DELTIC TIMBER CORPORATION
(Exact name of issuer of securities held pursuant to Plan)
210 East Elm Street, P. O. Box 7200, El Dorado, Arkansas 71731-7200
(Address of principal executive offices) (Zip Code)
================================================================================
Ex. 99.1-0
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Deltic Timber Corporation:
We have audited the accompanying statement of net assets available for benefits
of the Thrift Plan for Salaried Employees of Deltic Timber Corporation as of
December 31, 1997, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly, in
all material respects, the net assets available for benefits of the Thrift Plan
for Salaried Employees of Deltic Timber Corporation as of December 31, 1997, and
the changes in net assets available for benefits for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information related to the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits, included in Note 4 -Net Increase in Murphy
Oil Master Trust Net Assets, is presented for purposes of additional analysis
rather than to present the net assets available for benefits and the changes in
net assets available for benefits of each fund. The fund information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
/s/KPMG Peat Marwick LLP
Shreveport, Louisiana
July 10, 1998
Ex. 99.1-1
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Statement of Net Assets Available for Benefits
December 31, 1997
Investments at fair value
Common Stock
Deltic Timber Corporation $ -
Murphy Oil Corporation -
---------
Total Common Stock -
Balanced portfolio - equity securities/bonds -
U.S. Treasury bills -
Short-term money market portfolio -
Investments at contract value
Guaranteed investment contracts -
Repurchase agreement -
---------
Total investments
Accrued interest and dividends -
Contributions receivable - employee -
Contributions receivable - employer -
---------
Total net assets $ -
=========
See accompanying notes to financial statements.
Ex. 99.1-2
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997
<TABLE>
<S> <C>
Additions to assets
Transfer from Murphy Oil Corporation Plan $3,844,309
----------
Contributions
Employee 176,791
Employer 89,400
Rollovers from previous employer plans -
----------
Total contributions 266,191
----------
Beneficial interest in the net increase of Murphy
Oil Master Trust net assets* 470,429
----------
Total additions to assets 4,580,929
Deductions from assets
Distributions of benefits (15,578)
Transfer of net assets to the Thrift Plan of Deltic
Timber Corporation (4,565,351)
----------
Net change for the year -
Net assets available for benefits
Beginning of year -
----------
End of year $ -
==========
</TABLE>
* For details, See Note 4 - Net Increase in Murphy Oil Master Trust Net Assets.
See accompanying notes to financial statements.
Ex. 99.1-3
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 1 - TRANSFER FROM MURPHY OIL CORPORATION PLANS
On December 31, 1996, Murphy Oil Corporation ("Murphy Oil") distributed the
Common Stock of wholly-owned Deltic Farm & Timber Co., Inc., which had been
renamed Deltic Timber Corporation ("Deltic or the Company"), to Murphy Oil's
stockholders. At that time, Deltic's hourly employees were participants in the
Thrift Plan for Hourly Employees of Deltic Farm & Timber Co., Inc. ("the Deltic
Hourly Plan") and Deltic's salaried employees were participants in the Thrift
Plan for Employees of Murphy Oil Corporation ("the Murphy Oil Plan").
Effective January 1, 1997, Murphy transferred sponsorship of the Deltic Hourly
Plan to the Company. In conjunction with the transfer of sponsorship, net
assets equal to the beneficial interests of inactive Deltic hourly employees
were transferred from the Deltic Hourly Plan to a plan sponsored by Murphy Oil.
On that same date, Deltic also created the Thrift Plan for Salaried Employees
of Deltic Timber Corporation ("the Plan") and adopted similar provisions of the
Murphy Oil Plan, with minor revisions. At that time, the net assets of the
Murphy Oil Plan for active, salaried employees of Deltic were transferred to
the Deltic Salaried Plan.
On July 31, 1997, the net assets of the Deltic Salaried Plan were transferred
to the Deltic Hourly Plan. In conjunction with this transfer, the Deltic
Hourly Plan was amended, restated, and renamed the Thrift Plan of Deltic Timber
Corporation ("the Combined Plan"), and the Deltic Salaried Plan was dissolved.
The net assets for the two Deltic sponsored plans remained in the Murphy Oil
Master Trust, commingled with the net assets of three other plans sponsored by
Murphy Oil with First Tennessee Bank National Association ("First Tennessee"),
Memphis, Tennessee, as the Trustee, until August 1, 1997, at which time net
assets equal to the beneficial interests of Deltic's active employees in the
Combined Plan were transferred to Central Bank/First Commerce Corporation as
new Trustee.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROVISIONS OF THE PLAN
BASIS OF PRESENTATION
The accompanying financial statement of the Plan has been prepared on an
accrual basis of accounting and presents the changes in net assets available
for benefits to participants in the Plan until the Plan was dissolved. The
Plan made estimates in preparing the accompanying financial statements in
accordance with generally accepted accounting principles.
SIGNIFICANT PROVISIONS
The following is a summary of certain information related to the Plan, which
was sponsored by Deltic and administered by its Employee Benefits Committee
(members which were appointed by the Company's Board of Directors) prior to
dissolution of the Plan. The Plan document should be referred to for a
complete description of the Plan's provisions.
Each salaried employee of the Company who worked 1,000 or more hours in a year
could have participated in the Plan.
A participant could have the following Plan accounts to which amounts could
have been allotted or contributed, with limitations as indicated.
A. Tax-Deferred -- participant's pre-tax allotments up to a maximum of 8%
of base pay not to exceed $9,500 annually in 1997.
Ex. 99.1-4
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
B. Matching -- Company contributions based on the participant's allotments
(up to a maximum of 5% of base pay) to the Tax-Deferred account and
calculated as 50% of such allotments during the first five years of
participation, 75% during the second five years, and 100% thereafter.
C. Supplemental -- participant's allotments up to a maximum of 5% of base
pay for the year, except that if annualized salary was less than $80,000
in 1997, a maximum of 10% of base pay.
D. Deductible -- participant's allotments to this account have not been
allowed after December 31, 1986, but established accounts have been
allowed to remain.
E. Rollover -- a lump-sum investment of taxable assets that a participant
has accumulated from a previous employer's plan.
A participant vested in Company contributions upon occurrence of any of the
following circumstances: completion of 60 months of employment, retirement on
or after age 65, death, permanent disability, or discontinuance of the Plan.
Any amounts contributed by the Company that were forfeited by participants in
accordance with provisions of the Plan were applied to reduce subsequent
contributions by the Company.
A vested participant could have withdrawn from a Matching account either
totally or partially (limited to at least $250, or any higher multiple of 10%
up to 50% of the Employee and/or Employer account balances). A nonvested
participant could have only withdrawn his/her Tax-Deferred allotments without
any adjustment for subsequent changes in value but did not forfeit Company
contributions to the Matching account unless terminated from employment. After
a total withdrawal from a Matching account, a participant was not eligible for
reinstatement of Company contributions until 12 months later; for a partial
withdrawal, the suspension period was six months, and another such withdrawal
cannot be made until at least 24 months after the most recent withdrawal.
Allotments by a participant to a Tax-Deferred account could have continued
without interruption after a total or partial withdrawal from a Matching
account. Any taxable income distributed from a Matching account or a Tax-
Deferred account was subject to a 10% penalty tax under the Tax Reform Act of
1986.
A withdrawal from either a Tax-Deferred account or a Rollover account was not
permissible except upon a finding that a hardship exists pursuant to
regulations issued by the IRS, upon the attainment of age 59 1/2 or upon
termination. After such a withdrawal from a Tax-Deferred account,
participation in all accounts was suspended for 12 months. "Hardship" was an
immediate and heavy financial need in one of the following areas: (1) large
medical expenses not covered by insurance for the employee or family, (2)
purchase of a principal residence (not regular mortgage payments), (3)
preventing foreclosure or eviction from employee's principal residence, (4)
tuition and related education fees for the next 12 months of post-secondary
education for employee or family, or (5) other events as determined by the IRS.
A withdrawal from a Supplemental account must have been at least the greater of
10% of the account balance or $250 and could not be made until at least 12
months after the most recent such withdrawal. No participation penalty was
applied to such a withdrawal.
Ex. 99.1-5
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
A withdrawal from a Deductible account must have been at least the greater of
10% of the account balance or $250 and could not be made until at least 12
months after the most recent such withdrawal. No participation penalty was
applied to such a withdrawal, but unless the participant was 59 1/2 years old,
was permanently disabled, or had died, the withdrawal was subject to a 10%
penalty tax as required by federal tax regulations.
Upon retirement, disability, or death of a participant, the participant or
his/her spouse, if the designated beneficiary, had the option to receive
settlement in a lump sum or installment payments not to exceed 20 years or
actuarial life if less than 20 years.
OBLIGATION FOR CONTRIBUTIONS TO THE PLAN
The Company had voluntarily agreed to make contributions to the Plan based on
each participant's allotments to a Tax-Deferred account subject to a maximum of
5% of the participant's base pay.
ADMINISTRATIVE EXPENSES
Most costs of Plan administration were paid by Murphy Oil and later billed to
the Company.
NOTE 3 - INVESTMENT FUNDS
Each Plan participant could have had investments in one or more of five
separate investment options within the Master Trust. These options were
designated as Funds A, B, C, C1, and D and are briefly described in the
following paragraphs. Except for certain contribution and transfer
restrictions on Fund C (See description of Fund C below.), a participant
determined how each of his/her accounts was divided among the different Funds,
but any division of a participant's allotments, Company contributions or
account balance transfers must have been in multiples of 10%.
Fund A was a fixed income portfolio primarily invested in Guaranteed Investment
Contracts ("GIC's") so that a portion matured each year over several years.
Maturing amounts were reinvested in a new contract or contracts at the highest
bid rate(s) received from insurance companies selected to bid because of having
the best ratings (indicative of financial strength to meet contractual
obligations) from well-known rating services. All cash flows were processed
through the most recent contract(s) during the six to 12 months following the
awarding of such contract(s) except that withdrawals could have been prorated
over several recent contracts. Each interest rate and principal amount was
guaranteed by the contracting company. The average yields of the GIC's were
7.24% for 1997. All interest earned under Fund A was commingled, and a
composite rate was used to determine the amount credited to each participant's
account.
Ex. 99.1-6
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Fund B was invested in a diversified portfolio of stocks and other securities.
Invesco Capital Management Inc., Investment Manager located in Atlanta,
Georgia, had discretionary authority concerning purchases and sales of
Investments in Fund B and directed First Tennessee in such transactions.
Fund C was invested in the Common Stock of Murphy Oil Corporation. First
Tennessee acted as Investment Manager of Fund C. Subsequent to the Spin-off
(see Note 1), a participant could have directed that all or part of his/her
Fund C account be either transferred to another Fund or withdrawn but could not
have directed any allotments, Company contributions or transfers from other
Funds to Fund C. A participant withdrawing from Fund C could have elected to
receive either cash or stock. If the participant elected to receive stock, the
value of his/her Fund C withdrawal was converted to equivalent shares of stock
based on the market price at the effective date of withdrawal, and the
participant received the whole shares and cash for any fractional shares.
Fund C1 was invested in the Common Stock of Deltic Timber Corporation and
resulted from the Spin-off (see Note 1) from the Murphy Stock held by Fund C.
First Tennessee acted as Investment Manager of Fund C1. Withdrawals from Fund
C1 could have been in either cash or stock determined in a similar manner to
Fund C withdrawals.
Fund D was invested in a mutual fund that had a balanced portfolio of U.S. and
international stocks and bonds and could have included futures and options. At
least 25% of the portfolio must have been investment-grade debt securities and
preferred stock. Fidelity Management & Research Company, Boston,
Massachusetts, acted as Investment Manager of Fund D.
The Plan Administrator valued each participant's investment in a Fund by using
monthly values of the Fund's net assets furnished by the Trustee. The total
beneficial interest of the Plan in the net assets of the Master Trust was
determined from the total value of the investments held by the Plan's
participants in Funds A, B, C, C1, and D.
Ex. 99.1-7
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 4 - NET INCREASE IN MURPHY OIL MASTER TRUST NET ASSETS
The net increase/(decrease) by investment Fund (See Note 3 - Investment Funds.)
in the net assets of the Murphy Oil Master Trust for the year ended December
31, 1997, excluding participants' allotments, Company contributions, and
benefit payments consisted of the following:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund C1 Fund D Total
------------ ---------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends $ 3,027 431,748 263,472 13,642 424,413 1,136,302
Interest 5,403,055 51,608 464 - - 5,455,127
Net appreciation in market value
of investments
Common stock of Murphy Oil - - 1,083,021 - - 1,083,021
Common stock of Deltic - - - 312,011 - 312,011
Other stock - 5,047,686 - - - 5,047,686
Balanced portfolio -
stocks/bonds - - - - 229,750 229,750
----------- --------- ---------- --------- --------- ----------
Total investment income 5,406,082 5,531,042 1,346,957 325,653 654,163 13,263,897
Administrative expenses - (44,462) - - - (44,462)
Shares received in spin-off of Deltic - - (1,251,746) 1,251,746 - -
Other transfers between Funds (2,097,693) 2,347,269 (1,140,260) 64,079 826,605 -
----------- --------- ---------- --------- --------- ----------
Net increase/(decrease) $ 3,308,389 7,833,849 (1,045,049) 1,641,478 1,480,768 13,219,435
=========== ========= ========== ========= ========= ==========
</TABLE>
The beneficial interests of the participating plans in the net increase in the
Murphy Oil Master Trust net assets for the year ended December 31, 1997 were as
follows:
<TABLE>
<CAPTION>
Plan Name
--------------------------------------------------------------------
<S> <C>
Thrift Plan for Employees of Murphy Oil Corporation $11,103,065
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
United Steelworkers of America, AFL-CIO, Local No. 8363 1,034,242
Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by
International Union of Operating Engineers, AFL-CIO, Local No. 305 567,998
Thrift Plan for Salaried Employees of Deltic Timber Corporation 470,429
Thrift Plan for Hourly Employees of Deltic Timber Corporation 43,701
-----------
Net increase $13,219,435
===========
</TABLE>
The investments and changes in the net assets available for benefits were
determined by the Trustee and reported to the Plan Administrator based on
contract values for the GIC's and a repurchase agreement and on market values
for all other assets. The carrying values of all financial instruments held by
the Murphy Oil Master Trust were reasonable estimates of fair value.
Ex. 99.1-8
<PAGE>
THRIFT PLAN FOR SALARIED EMPLOYEES OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
NOTE 5 - INCOME TAXES
The Plan met the necessary requirements of the Tax Reform Act of 1986 as
documented in Section 401(a) of the Internal Revenue Code, and accordingly, the
related Trust was exempt from taxation under the provisions of Section 501(a)
of the Internal Revenue Code. A favorable determination letter from the
Internal Revenue Service has not been obtained for the Plan, a request for such
is to be filed. Until such time as cash or shares were withdrawn from the Plan
by a participant or a participant's beneficiary, no income tax was payable by
the participant/beneficiary on: contributions made by the Company on the
participant's behalf, allotments made by the participant pursuant to the
Economic Recovery Tax Act of 1981, or any amounts added to the participant's
accounts representing his/her proportional share of the investment income of
the Trust.
NOTE 6 - RELATED PARTY TRANSACTIONS
Certain Plan investment Funds consisting of the common stocks of Deltic and
Murphy Oil were managed by First Tennessee. First Tennessee was Trustee of the
Murphy Oil Master Trust as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. In addition, personnel
of Murphy Oil, the Company's parent prior to the spin-off, performed the
required supervision and accounting services for the Murphy Oil Master Trust
during the period for which the Plan's net assets were commingled with those of
other plans sponsored by Murphy Oil.
NOTE 7 - PLAN AMENDMENTS DURING THE YEAR
The Plan was not amended prior to being dissolved.
Ex. 99.1-9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Committee has duly caused this Annual Report to be signed on
its behalf by the undersigned hereunto duly authorized.
THRIFT PLAN FOR SALARIED EMPLOYEES
OF DELTIC TIMBER CORPORATION
Dated: July 10, 1998 By: /s/Clefton D. Vaughan
-------------------------- -----------------------------------
Clefton D. Vaughan, Vice President
of Finance and Administration and
Chairman of Employee Benefits
Committee, Deltic Timber Corporation
Ex. 99.1-10
<PAGE>
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Deltic Timber Corporation:
We consent to incorporation by reference in the Registration Statement (No. 333-
34317) on Form S-8 of Deltic Timber Corporation of our report dated July 10,
1998, relating to the statement of net assets available for benefits of the
Thrift Plan for Salaried Employees of Deltic Timber Corporation as of December
31, 1997, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 11-K of the Thrift Plan for Salaried
Employees of Deltic Timber Corporation.
KPMG Peat Marwick LLP
/s/KPMG Peat Marwick LLP
Shreveport, Louisiana
July 10, 1998
Ex. 99.1-11
