As filed with the Securities and Exchange Commission on November 12, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 3
TO
FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DELTIC TIMBER CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 71-0795870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
210 EAST ELM STREET
P.O. BOX 7200
EL DORADO, ARKANSAS
(Address of principal 71731-7200
executive offices) (Zip Code)
(501) 881-9400
(Registrant's telephone number, including area code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered
pursuant to Section 12(g) of the Act:
None.
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Item 11. Description of Registrant's Securities to be Registered
Deltic Timber Corporation has recently amended its Rights
Agreement. The disclosure in the Company's Form 10 regarding its Rights
Agreement is thus hereby amended and restated in its entirety as follows:
Rights Agreement
On December 11, 1996, Deltic Timber Corporation (the "Company")
entered into a Rights Agreement (the "Original Rights Agreement") with Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent"). The Original
Rights Agreement was previously filed as Exhibit 4 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and is incorporated
herein by reference. On October 15, 1998, the Company and the Rights Agent
entered into Amendment No. 1 to the Rights Agreement ("Amendment No. 1").
Amendment No. 1 is filed as Exhibit 4.2 hereto and is incorporated by
reference herein. The Original Rights Agreement as amended by Amendment No. 1
is referred to herein as the "Rights Agreement".
On December 11, 1996, the Board of Directors of the Company
declared a dividend of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock, par value $.01 per share (the "Company
Common Stock"), of the Company to holders of record at the close of business
of December 18, 1996 (the "Record Date") and authorized the issuance, subject
to the terms of the Rights Agreement, of one Right in respect of each share of
Company Common Stock issued after the Record Date. As a result, each
outstanding share of Company Common Stock currently also represents one Right.
The terms and conditions of the Rights are set forth in the Rights Agreement,
and the following description is qualified in its entirety by reference to the
Rights Agreement.
Prior to the Rights Distribution Date (as defined below), the
Rights will not be exercisable, and will be evidenced by the certificates for,
and will trade with, the Company Common Stock. After the Rights Distribution
Date, the Company will issue separate certificates evidencing the Rights and
the Rights will begin to trade separately from the Company Common Stock.
The "Rights Distribution Date" generally means the earlier of
(i) the close of business on the 10th day after the date (the "Stock
Acquisition Date") of the first public announcement that a person (other than
the Company, any of its subsidiaries, any employee benefit plan of the Company
or any subsidiary, or Charles H. Murphy, Jr., his descendants (and their
spouses), and his and their affiliates and associates) has acquired beneficial
ownership (as defined in the Rights Agreement) of 15 percent or more of the
outstanding shares of Company Common Stock (any such person, an "Acquiring
Person") and (ii) the close of business on the 10th business day (or such
later day as may be designated by the Board of Directors before any person has
become an Acquiring Person) after the date of the commencement of a tender or
exchange offer by any person which would, if consummated, result in such
person becoming an Acquiring Person.
After the Rights Distribution Date, each Right will entitle the
registered holder to purchase from the Company one one-hundredth of a share
(each such one-hundredth, a "Unit") of Series A Participating Cumulative
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), at
a purchase price of $75.00 per Unit, subject to adjustment (the "Purchase
Price"). One Unit entitles the holder thereof to the same dividend and voting
rights as the holder of one share of Company Common Stock. In lieu thereof,
each Right, under certain circumstances as described below, will entitle the
registered holder to purchase shares of Company Common Stock, or securities of
a company that acquires the Company. At any time after a person has become an
Acquiring Person, Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person or
certain affiliated persons will become null and void.
At any time after any person has become an Acquiring Person,
each holder of a Right (other than Rights which became null and void as
described above) will thereafter have the right to receive upon exercise
thereof at the then current Purchase Price, Company Common Stock having a
market value equal to two times the Purchase Price.
If at any time following the Stock Acquisition Date, (i) the
Company is involved in a merger or other business combination transaction in
which the Company is not the surviving corporation or the Company Common Stock
is exchanged for other securities or assets or (ii) 50 percent or more of the
Company's assets or earning power is sold, each holder of a Right (other than
Rights which became null and void as described above) will thereafter have the
right to receive, upon exercise thereof at the then current Purchase Price,
common stock of the acquiring company having a market value equal to two times
the Purchase Price.
Until a Right is exercised, the holder will, as result thereof,
have no rights as a stockholder of the Company, including the right to vote or
to receive dividends.
The Rights will expire at the close of business on December 31,
2006 (the "Rights Expiration Date"), unless previously redeemed by the
Company. The Rights may, at the option of the Board of Directors, be redeemed
in whole, but not in part, at a price of $.01 per Right at any time prior to
the earlier of the Rights Distribution Date and the Rights Expiration Date.
Immediately upon the requisite action of the Board of Directors ordering
exchange or redemption of the Rights, the Rights will terminate, and
thereafter the only right of the holders of Rights will be to receive the
redemption price.
For so long as the Rights are redeemable, the Rights Agreement
may, if the Company so directs, be amended by the Company and the Rights Agent
in any respect without the approval of any holders of Company Common Stock.
At any time when the Rights are no longer redeemable, the Rights Agreement
may, if the Company so directs, be amended by the Company and the Rights
Agent; provided that no such amendment may (a) adversely affect the interests
of the holders of Rights as such (other than an Acquiring Person and certain
affiliated persons), (b) cause the Rights Agreement to become amendable other
than in accordance with this sentence, or (c) cause the Rights again to become
redeemable.
The Purchase Price payable (or, in certain cases, the number of
Units of Series A Preferred Stock or other securities or property issuable
upon exercise of the Rights) is subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Company Common Stock, (ii) if holders
of the Series A Preferred Stock are granted certain rights or warrants to
subscribe for Series A Preferred Stock or convertible securities at less than
the then current market price of the Series A Preferred Stock or (iii) upon
the distribution to holders of the Series A Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least one percent of the Purchase Price.
No fractional Units are required to be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading date prior to the date of exercise.
The Rights Agreement was adopted to enable the Board of
Directors to have enhanced negotiating power on behalf of stockholders in the
event of a takeover proposal. However, the Rights have certain anti-takeover
effects which may prevent stockholders from receiving a premium for their
Company Common Stock and may also have a depressive effect on the market price
of the Company Common Stock. The Rights may cause substantial dilution to a
person or group that attempts to acquire the Company without a condition to
such an offer that a substantial number of the Rights be acquired or the
Rights are rendered inapplicable by Board action or otherwise. The Company's
ability to amend the Rights Agreement may, depending upon the circumstances,
increase or decrease the anti-takeover effects of the Rights. The Rights do
not prevent the Board of Directors from approving any merger or other business
combination since the Rights may be redeemed, and the Rights Agreement may be
amended, by the Board of Directors as described above. The presence of the
Rights may also discourage attempts to obtain control of the Company by means
of a hostile tender offer, even if such offer would be beneficial to
stockholders generally, and thereby protect the continuity of management.
Stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Series A
Preferred Stock or other consideration as set forth above.
Item 15(b). Exhibits
Exhibit 4.2 Amendment No. 1 to Rights Agreement dated as of
October 15, 1998 between Deltic Timber
Corporation and Harris Trust and Savings Bank,
as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
DELTIC TIMBER CORPORATION
By: /s/ W. Bayless Rowe
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Name: W. Bayless Rowe
Title: General Counsel and Secretary
Date: November 10, 1998
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of October 15, 1998 to the Rights
Agreement dated as of December 11, 1996 (the "Rights Agreement") between
Deltic Timber Corporation, a Delaware corporation (the "Company"), and Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement
in certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in the
Rights Agreement has the meaning assigned to such term in the Rights
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Rights Agreement shall, after this
Amendment becomes effective, refer to the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by
deleting the definition of "Continuing Director" contained therein.
(c) Section 1 of the Rights Agreement is hereby amended by
inserting in the appropriate alphabetical position the following new
definition:
"Exempt Person" shall mean the Company or any Subsidiary of the
Company, in each case including, without limitation, in its fiduciary capacity,
or any employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity or trustee holding Common Stock for or pursuant to the
terms of any such plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any Subsidiary of
the Company.
(d) Section 1 of the Rights Agreement is hereby amended by
restating in its entirety the following definitions to read in full as follows:
"Acquiring Person" means any Person who, together with all
Affiliates and Associates (other than an Exempt Holder) of such Person, shall
be the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, but shall not include an Exempt Person or an Exempt Holder;
provided, however, that (a) if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person" became such inadvertently (including, without limitation, because (i)
such Person was unaware that it beneficially owned a percentage of Common
Stock that would otherwise cause such Person to be an "Acquiring Person" or
(ii) such Person was aware of the extent of its Beneficial Ownership of Common
Stock but had no actual knowledge of the consequences of such Beneficial
Ownership under this Agreement) and without any intention of changing or
influencing control of the Company, and if such Person as promptly as
practicable divested or divests itself of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer be an
"Acquiring Person", then such Person shall not be deemed to be or to have
become an "Acquiring Person" for any purposes of this Agreement; and (b) no
Person shall become an "Acquiring Person" as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares of Common Stock
beneficially owned by such Person to 15% or more of the shares of Common Stock
then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding
by reason of such share acquisition by the Company and shall thereafter become
the Beneficial Owner of any additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), then such Person shall be deemed to be an
"Acquiring Person" unless upon becoming the Beneficial Owner of such
additional shares of Common Stock such Person does not beneficially own 15% or
more of the shares of Common Stock then outstanding.
A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to have "Beneficial Ownership" of and to "beneficially own", any
securities:
(a) which such Person or any of its Affiliates or Associates
(other than an Exempt Holder), directly or indirectly,
beneficially owns (as determined pursuant to Rule 13d-3 under the
Exchange Act as in effect on the date hereof);
(b) which such Person or any of its Affiliates or Associates
(other than an Exempt Holder), directly or indirectly, has
(i) the right to acquire (whether such right is
exercisable immediately or only upon the occurrence of
certain events or the passage of time or both) pursuant to
any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide public
offering of securities), or upon the exercise of conversion
rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, (A)
securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are
accepted for payment or exchange, (B) securities which such
Person has a right to acquire upon the exercise of Rights at
any time prior to the time that any Person becomes an
Acquiring Person or (C) securities issuable upon the
exercise of Rights from and after the time that any Person
becomes an Acquiring Person if such Rights were acquired by
such Person or any of such Person's Affiliates or Associates
prior to the Distribution Date or pursuant to Section 3(a)
or Section 22 hereof ("Original Rights") or pursuant to
Section 11(i) or Section 11(p) with respect to an adjustment
to Original Rights; or
(ii) the right to vote (whether such right is
exercisable immediately or only upon the occurrence of
certain events or the passage of time or both) pursuant to
any agreement, arrangement or understanding (whether or not
in writing) or otherwise; provided that a Person shall not
be deemed the "Beneficial Owner" of or to "beneficially own"
any security under this clause (ii) as a result of an
agreement, arrangement or understanding to vote such
security if such agreement, arrangement or understanding (A)
arises solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made
pursuant to the applicable rules and regulations under the
Exchange Act and (B) is not also then reportable by such
Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or
(c) which are beneficially owned, directly or indirectly, by
any other Person (other than an Exempt Holder), or any Affiliate
or Associate (other than an Exempt Holder) thereof, and with
respect to which such Person or any of its Affiliates or
Associates (other than an Exempt Holder) has any agreement,
arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with
respect to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except pursuant to a
revocable proxy or consent as described in subparagraph (b)(ii)
immediately above) or disposing of any such securities;
provided, however, that no Person who is an officer, director or employee
of an Exempt Person or an Exempt Holder shall be deemed, solely by reason
of such Person's status or authority as such, to be the "Beneficial Owner"
of, to have "Beneficial Ownership" of or to "beneficially own" any
securities that are "beneficially owned", including, without limitation, in
a fiduciary capacity, by an Exempt Person or an Exempt Holder or by any
other such officer, director or employee of an Exempt Person or an Exempt
Holder.
"Exempt Holder" means Charles H. Murphy, Jr., his descendants
(and their spouses), and his and their Affiliates and Associates.
(e) Section 1 of the Rights Agreement is hereby amended by
deleting from the definition of "Distribution Date" the first instance of the
words "(or such later day as may be designated by action of a majority of the
Continuing Directors)" and by replacing the second instance of the same words
with the words "(or such later day as may be designated prior to the
occurrence of a Section 11(a)(ii) Event by action of the Board of Directors)".
Section 2. Exercise of Rights; Expiration Date of Rights.
Section 7(d) of the Rights Agreement is hereby amended by deleting the words
"the Continuing Directors have determined" from the first sentence thereof.
Section 3. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. Section 11 of the Rights Agreement is hereby
amended by:
(a) replacing the words "a majority of the Continuing
Directors has determined to be" in the first sentence of subsection
(a)(iii) thereof with the word "are";
(b) replacing each instance of the words "(as determined by
the Continuing Directors based upon the advice of a nationally recognized
investment banking firm selected by the Continuing Directors)" in
subsection (a)(iii) thereof with the words "(based upon the advice of a
nationally recognized investment banking firm)";
(c) deleting the second sentence of subsection (a)(iii)
thereof;
(d) replacing the words "first and/or second sentence of
this Section 11(a)(iii)" in the third sentence of subsection (a)(iii)
thereof with the words "preceding sentence";
(e) replacing the words "Substitution Period in order to seek
any authorization of additional shares and/or" in the third sentence of
subsection (a)(iii) thereof with the words "30-day period set forth above in
order";
(f) replacing the words "such first and/or second" in the third
sentence of subsection (a)(iii) thereof with the words "the preceding";
(g) deleting the words ", or, if at the time of such
selection there is an Acquiring Person, by a majority of the Continuing
Directors" from the second sentence of subsection (d)(i) thereof;
(h) replacing the words "majority of the Continuing Directors"
in the third sentence of subsection (d)(i) thereof with the words "nationally
recognized investment banking firm";
(i) deleting the words "by a majority of the Continuing
Directors, or, if there are no Continuing Directors," from the fourth sentence
of subsection (d)(i) thereof;
(j) deleting the words "selected by the Board of Directors" from
the fourth sentence of subsection (d)(i) thereof;
(k) deleting the words "by a majority of the Continuing
Directors then in office, or, if there are no Continuing Directors," from
subsection (d)(iii) thereof; and
(l) deleting the words "selected by the Board of Directors" from
subsection (d)(iii) thereof.
Section 4. Fractional Rights and Fractional Shares. Section
14(a) of the Rights Agreement is hereby amended by:
(a) deleting the words ", or, if at the time of such selection
there is an Acquiring Person, by a majority of the Continuing Directors" from
the penultimate sentence thereof; and
(b) replacing the words "majority of the Continuing Directors"
in the last sentence thereof with the words "nationally recognized investment
banking firm".
Section 5. Redemption. Section 23(a) of the Rights Agreement
is hereby amended by:
(a) replacing the words "close of business on the tenth day
after the Stock Acquisition Date (or such later date as a majority of the
Continuing Directors may designate prior to such time as the Rights are no
longer redeemable)" in the first sentence thereof with the words "Distribution
Date"; and
(b) deleting the proviso from the first sentence thereof and the
semicolon immediately preceding such proviso.
Section 6. Supplements and Amendments. Section 26 of the
Rights Agreement is hereby amended in its entirety to read in full as follows:
For so long as the Rights are redeemable, the Company may, and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement in any respect without the approval of any holders
of certificates representing shares of Common Stock. At any time when the
Rights are no longer redeemable, the Company may, and the Rights Agent shall
if the Company so directs, supplement or amend this Agreement without the
approval of any holders of Rights; provided that no such supplement or
amendment may (a) adversely affect the interests of the holders of Rights as
such (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person), (b) cause this Agreement again to become amendable other
than in accordance with this sentence, or (c) cause the Rights again to become
redeemable. Upon the delivery of a certificate from an appropriate officer of
the Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section, the Rights Agent shall execute such
supplement or amendment.
Section 7. Determination and Actions by the Board of
Directors,Etc. Section 28 of the Rights Agreement is hereby amended by:
(a) deleting the first parenthetical clause from the second
sentence thereof; and
(b) deleting the second parenthetical clause and the words "or
the Continuing Directors" from the last sentence thereof.
Section 8. Severability. Section 30 of the Rights
Agreement is hereby amended by deleting the proviso contained therein and
the semicolon that immediately precedes such proviso.
Section 9. Form of Right Certificate. Exhibit B to the Rights
Agreement is hereby amended by replacing the words "close of business on the
tenth day after the Stock Acquisition Date (or such later date as a majority
of the Continuing Directors may designate prior to such time as the Rights are
no longer redeemable)" in subparagraph (a) of the seventh paragraph thereof
with the words "Distribution Date".
Section 10. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware without regard to any applicable conflicts of law rules, except
that the rights and obligations of the Rights Agent shall be governed by
the laws of the State of New York.
Section 11. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Section 12. Effectiveness. This Amendment shall become
effective upon execution by each of the parties hereto of a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
DELTIC TIMBER CORPORATION
By: /s/ Clefton D. Vaughan
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Name: Clefton D. Vaughan
Title: Vice President
HARRIS TRUST AND SAVINGS BANK
By: /s/ Susan M. Shadel
-----------------------------------
Name: Susan M. Shadel
Title: Assistant Vice President
