<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, 1998
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 Identification
of incorporation or organization) Number)
210 East Elm Street, P. O. Box 7200, 71731-7200
El Dorado, Arkansas (Zip Code)
(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. [X]
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 26, 1999, was $184,446,598. 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,
1999, was 12,776,779.
Documents incorporated by reference:
The Registrant's definitive Proxy Statement relating to the Annual Meeting of
Stockholders on April 29, 1999.
================================================================================
<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, 1998
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, 71731-7200
El Dorado, Arkansas (Zip Code)
(Address of principal
executive offices)
================================================================================
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, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. 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 audits.
We conducted our audits 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 audits provide 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, 1998 and 1997, and the changes
in net assets available for benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were 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 statements of net assets available for benefits included in Note
4 - Net Assets by Investment Fund and the statement of changes in net assets
available for benefits included in Note 5 - Net Change in 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 audits 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.
/s/KPMG LLP
KPMG LLP
Shreveport, Louisiana
June 11, 1999
Ex. 99-1
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Dec. 31, Dec. 31,
1998 1997
----------- ---------
<S> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ 1,032,999 895,108
Murphy Oil Corporation 685,581 881,964
---------- ---------
Total Common Stock 1,718,580 1,777,072
Mutual funds
Equity securities 150,189 102,060
Equity security bank funds 1,411,327 1,113,706
Balanced portfolio - equity securities/bonds 1,580,401 1,252,030
U. S. government securities bank fund 632,907 447,003
Collective investment fund 1,269,424 716,686
Guaranteed investment contracts, at contract value 541,266 1,151,771
---------- ---------
Total investments 7,304,094 6,560,328
Accrued interest and dividends 23,937 26,184
Contributions receivable - employee - 21,463
Contributions receivable - employer - 9,234
---------- ---------
Total net assets available for benefits* $ 7,328,031 6,617,209
========== =========
</TABLE>
*For details of net assets available for benefits by investment fund, see Note 4
- - 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, 1998
<TABLE>
<CAPTION>
Additions to assets
<S> <C>
Contributions
Employee $ 610,478
Employer 251,576
Rollovers from other plans 8,036
----------
Total contributions 870,090
----------
Investment income
Interest 47,111
Dividends 366,524
Net appreciation/(depreciation) in fair value of
investments (179,989)
Other income/(loss) 7,884
----------
Total investment income 241,530
----------
Total additions to assets 1,111,620
Distributions of benefits 400,798
----------
Net change in net assets available for benefits* 710,822
Net assets available for benefits
Beginning of year 6,617,209
----------
End of year $7,328,031
==========
</TABLE>
* For details of changes in net assets available for benefits by investment
fund, see Note 5 - Net Change in Net Assets Available for Benefits.
See accompanying notes to financial statements.
Ex. 99-3
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 1 - Description of Plan
General
The Thrift Plan of Deltic Timber Corporation ("the Plan") is a profit sharing,
defined contribution plan covering each employee who is scheduled to work 1,000
or more hours in a year. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Although it has not
expressed any intent to do so, Deltic Timber Corporation ("Deltic" or the
"Company") has the right under the Plan to amend or terminate the Plan subject
to the provisions of ERISA. For a more complete description of the Plan's
provisions, refer to the Plan document.
The Plan, with Bank One Corporation ("Bank One"), New Orleans, Louisiana, as
the trustee, is administered by the Employee Benefits Committee, whose members
are appointed by the Company's Board of Directors.
Contributions
Contributions to the Plan include (a) employee tax-deferred, earnings reduction
contributions, (b) employee after-tax contributions, (c) Company matching
contributions, (d) after-tax supplemental contributions, and (e) rollovers by
new participants from other qualified plans.
Each participant may contribute, on a combined tax-deferred and/or after-tax
basis, up to eight percent of their base earnings. The maximum tax-deferred
contribution was $10,000 for 1998 and $9,500 for 1997. The Company has
voluntarily agreed to make contributions to the Plan based on each
participant's contributions and years of participation. The Company matches 50
percent of employee contributions for the first five years of participation, 75
percent of employee contributions for the second five years of participation,
and 100 percent of employee contributions thereafter. However, Company
contributions cannot exceed five percent of an employee's base pay. Employee's
after-tax supplemental contributions, which are not matched by the Company, may
not exceed 10 percent of their base salary. 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.
Throughout various Plan mergers and restatements, the Company has allowed
account balances from a former deductible account to remain in the Plan.
However, after December 31, 1986, participants were not allowed to contribute
to this account.
Vesting
A participant is considered to be vested in Company contributions after (1)
completion of five years of service, (2) retirement on or after age 65, (3)
death, (4) total and permanent disability, or (5) discontinuance of the Plan.
In the event of Plan termination, participants will become 100 percent vested
in Company contributions. A nonvested participant forfeits Company
contributions upon termination of employment.
Ex. 99-4
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Withdrawals
A participant may withdraw employee after-tax contributions or Company
contributions, if vested, at a minimum of $250, or any higher multiple of 10
percent of the participant's account balance up to 50 percent for a partial
withdrawal, or 100 percent for a total withdrawal. If a partial withdrawal is
taken, Company contributions will be suspended for six months and another
withdrawal cannot be made for 24 months. If a total withdrawal is taken,
Company contributions will be suspended for 12 months. Employee contributions
may continue without interruption after a partial or total withdrawal.
A participant may withdraw employee tax-deferred contributions or rollovers
from other qualified plans under IRS hardship provisions only. "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. If a hardship withdrawal is taken, participation in all accounts is
suspended for 12 months. Company contributions are forfeited only upon
termination of employment.
An after-tax supplemental withdrawal must be the greater of $250 or 10 percent
of the participant's account balance and may not be made prior to 12 months
from a previous withdrawal.
Withdrawals from the deductible account are subject to the same withdrawal
requirements as after-tax supplemental withdrawals.
Any Company contributions, employee tax-deferred contributions, contributions
to a deductible account, or account earnings withdrawn from the Plan may be
subject to a 10 percent penalty tax under the Tax Reform Act of 1986 if the
participant is not 59 1/2 years old, permanently disabled, or has died.
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.
Administrative Expenses
Most administrative expenses are paid by the Company.
Ex. 99-5
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting and present the net assets available for benefits
and changes in those assets.
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 value for the guaranteed investment contracts ("GIC's") and quoted
market value for all other assets. The carrying value of all financial
instruments held by the Trust are reasonable estimates of fair value.
The financial statements of the Plan are compiled using information received
from Bank One. The information includes listings of investments and cash
receipts and disbursements of the Plan, together with all other transactions
which affect Plan investments. Such information has been certified as complete
and accurate by the Trustee. The Trustee has been granted discretionary
authority concerning the purchase and sale of investments in the trust fund.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates.
Note 3 - Investment Funds
Each Plan participant may have investments in one or more of nine separate
investment options within the Trust. Investments are briefly described in the
following paragraphs. Except for certain contribution and transfer restrictions
on the Murphy Oil Corporation ("Murphy Oil") Common Stock and GIC Fund, which
do not allow any new contributions or transfers to these Funds due to the
Company's 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.
One Group Government Bond Fund has its entire portfolio invested in
securities backed by the U. S. Government, its agencies, or
instrumentalities.
One Group Disciplined Value Fund seeks capital appreciation by investing in
the stocks of small to mid-sized companies. Approximately five percent of
the portfolio is allocated to cash equivalents.
One Group Growth Opportunities Fund is primarily invested in common stocks of
companies with solid track records of growth, as well as small to mid-sized
companies in targeted growth industries.
Ex. 99-6
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
The three One Group Funds are bank funds with investments managed by
Bank One Investment Advisors Corporation, a registered investment advisor
and an indirect subsidiary of Bank One Corporation.
Federated Capital Preservation Fund is a collective investment 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 6.4% in 1998, with all interest earned being
commingled and a composite rate determining the amount credited to each
participant's account. At December 31, 1998 and 1997, the GIC's were with
Allstate Life Insurance Company, Northbrook, IL and Aetna Life Insurance
Company, Hartford, CT. At December 31, 1997, a GIC with Metropolitan Life
Insurance Company, New York, NY, was available, but matured during 1998.
No further contracts or reinvestment will be made in this fund with the
last contract maturing June 30, 2000. 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 Common Stock Fund is invested in the Common Stock of Deltic Timber
Corporation with Bank One 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. 99-7
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Murphy Oil Common Stock Fund is invested in the Common Stock of Murphy Oil
Corporation with Bank One acting as the investment advisor. Subsequent
to the spin-off of Deltic from Murphy Oil, 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.
On July 1, 1998, Central Bank/First Commerce Corporation merged with Bank One
Corporation. As a result, the balances in each of the Plan's three Marquis
Funds were transferred, in full, to comparable One Group Funds which are
managed by Bank One Investment Advisors Corporation. (See Note 1 - Description
of Plan.) Prior to the merger, the three Marquis Funds were available to
participants in addition to those previously described, excluding One Group
Funds. (For the remaining footnotes presented, balances in Marquis Funds at
the end of 1997 will be reflected as 1998 beginning balances in One Group
Funds. The Trustee considers these funds to be comparable and does not account
for them separately.)
Marquis Government Securities Fund had at least 65% of its portfolio invested
in obligations issued or guaranteed as to principal and interest by the
U.S. Government, its agencies, or instrumentalities.
Marquis Value Equity Fund was invested in common stocks of larger companies
with the fund objective to provide long-term capital appreciation.
Marquis Growth Equity Fund was invested in common stocks of large growth-
oriented companies with the fund objective to provide long-term capital
appreciation.
Ex. 99-8
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 4 - Net Assets by Investment Fund
The assets of the Plan are maintained in a Trust sponsored by Deltic. Bank One
Corporation is the Trustee. The net assets of the Trust by investment fund
(See Note 3 - Investment Funds.) at December 31, 1998, consisted of the
following:
<TABLE>
<CAPTION>
One Group One Group One Group Federated
Government Disciplined Growth Capital
Bond Value Opportunities Preservation
Fund Fund Fund Fund Subtotal
---------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ - - - - -
Murphy Oil Corporation - - - - -
---------- ----------- ------------- ------------ ---------
Total Common Stock - - - - -
Mutual funds
Equity securities - - - - -
Equity security bank funds - 611,771 799,556 - 1,411,327
Balanced portfolio - equity
securities/bonds - - - - -
U.S. government securities
bank fund 632,907 - - - 632,907
Collective investment fund - - - 1,269,424 1,269,424
Guaranteed investment contracts,
at contract value - - - - -
---------- ----------- ------------- ------------ ---------
Total investments 632,907 611,771 799,556 1,269,424 3,313,658
Accrued interest and dividends 3,037 472 - 8,146 11,655
---------- ----------- ------------- ------------ ---------
Total net assets $ 635,944 612,243 799,556 1,277,570 3,325,313
========== =========== ============= ============ =========
Number of units outstanding 61,928 42,455 34,184 126,944
========== =========== ============= ============
Net assets per unit $ 10.27 14.42 23.39 10.06
========== =========== ============= ============
</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>
Fidelity
Advisor Vanguard Guaranteed
Previous Growth Index Small Investment
Page Opportunity Cap Stock Contracts
Subtotal Fund Fund Fund Subtotal
---------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at
fair value
Common Stock
Deltic Timber
Corporation $ - - - - -
Murphy Oil Corporation - - - - -
---------- ----------- ----------- ---------- -----------
Total Common Stock - - - - -
Mutual funds
Equity securities - - 150,189 - 150,189
Equity security
bank funds 1,411,327 - - - 1,411,327
Balanced portfolio-
equity securities/
bonds - 1,580,401 - - 1,580,401
U.S. government
securities
bank fund 632,907 - - - 632,907
Collective
investment fund 1,269,424 - - - 1,269,424
Guaranteed investment
contracts, at
contract value - - - 541,266 541,266
---------- ----------- ---------- ---------- ----------
Total
investments 3,313,658 1,580,401 150,189 541,266 5,585,514
Accrued interest
and dividends 11,655 - 11,901 3,222 26,778
----------- ----------- ---------- ---------- ----------
Total net
assets $ 3,325,313 1,580,401 162,090 544,488 5,612,292
=========== =========== ========== ========== ===========
Number of units
outstanding 31,457 7,083 543,981
=========== ========== ==========
Net assets per
unit $ 50.24 22.88 1.00
========== =========== ==========
</TABLE>
(NOTE) Continued on page Ex. 99-11.
Ex. 99-10
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(NOTE) Continued from page Ex. 99-10.
<TABLE>
<CAPTION>
Deltic Murphy Oil
Previous Common Common
Page Stock Stock
Subtotal Fund Fund Total
----------- ----------- -------- ---------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ - 1,032,999 - 1,032,999
Murphy Oil Corporation - - 685,581 685,581
---------- ---------- ------- ---------
Total Common Stock - 1,032,999 685,581 1,718,580
Mutual funds
Equity securities 150,189 - - 150,189
Equity security bank funds 1,411,327 - - 1,411,327
Balanced portfolio - equity
securities/bonds 1,580,401 - - 1,580,401
U.S. government securities
bank fund 632,907 - - 632,907
Collective investment fund 1,269,424 - - 1,269,424
Guaranteed investment contracts,
at contract value 541,266 - - 541,266
---------- ---------- ------- ---------
Total investments 5,585,514 1,032,999 685,581 7,304,094
Accrued interest and dividends 26,778 (2,697) (144) 23,937
---------- ---------- ------- ---------
Total net assets $ 5,612,292 1,030,302 685,437 7,328,031
========== ========== ======= =========
Number of units outstanding 50,497 16,615
========== =======
Net assets per unit $ 20.40 41.25
========== =======
</TABLE>
Ex. 99-11
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
The net assets of the Trust by investment fund (See Note 3 - Investment Funds.)
at December 31, 1997, consisted of the following:
<TABLE>
<CAPTION>
Marquis Marquis Marquis Federated
Government Value Growth Capital
Securities Equity Equity Preservation
Fund Fund Fund Fund Subtotal
---------- ------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ - - - - -
Murphy Oil Corporation - - - - -
-------- ------- ------- ------- ---------
Total Common Stock - - - - -
Mutual funds
Equity securities - - - - -
Equity security bank funds - 512,498 601,208 - 1,113,706
Balanced portfolio - equity
securities/bonds - - - - -
U.S. government securities
bank fund 447,003 - - - 447,003
Collective investment fund - - - 716,686 716,686
Guaranteed investment contracts,
at contract value - - - - -
-------- ------- ------- ------- ---------
Total investments 447,003 512,498 601,208 716,686 2,277,395
Accrued interest and dividends 2,215 1,192 511 5,644 9,562
Contributions receivable - employee 1,638 1,933 2,414 3,623 9,608
Contributions receivable - employer 598 663 796 1,369 3,426
-------- ------- ------- ------- ---------
Total net assets $ 451,454 516,286 604,929 727,322 2,299,991
======= ======= ======= ======= =========
Number of units outstanding 44,567 33,301 38,989 71,669
======= ======= ======= ========
Net assets per unit $ 10.13 15.50 15.52 10.15
======= ======= ======= =======
</TABLE>
(NOTE) Continued on page Ex. 99-13.
Ex. 99-12
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(NOTE) Continued from page Ex. 99-12.
<TABLE>
<CAPTION>
Fidelity
Advisor Vanguard Guaranteed
Previous Growth Index Small Investment
Page Opportunity Cap Stock Contracts
Subtotal Fund Fund Fund Subtotal
----------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Common Stock
Deltic Timber Corporation $ - - - - -
Murphy Oil Corporation - - - - -
---------- ---------- ------- --------- ---------
Total Common Stock - - - - -
Mutual funds
Equity securities - - 102,060 - 102,060
Equity security bank funds 1,113,706 - - - 1,113,706
Balanced portfolio - equity
securities/bonds - 1,252,030 - - 1,252,030
U.S. government securities
bank fund 447,003 - 447,003
Collective investment fund 716,686 - - - 716,686
Guaranteed investment contracts,
at contract value - - - 1,151,771 1,151,771
---------- ---------- ------- --------- ---------
Total investments 2,277,395 1,252,030 102,060 1,151,771 4,783,256
Accrued interest and dividends 9,562 6,194 6,790 5,841 28,387
Contributions receivable - employee 9,608 6,464 666 - 16,738
Contributions receivable - employer 3,426 2,270 239 - 5,935
---------- ---------- ------- --------- ---------
Total net assets $ 2,299,991 1,266,958 109,755 1,157,612 4,834,316
========== ========== ======= ========= =========
Number of units outstanding 29,494 4,297 1,151,771
========== ======= =========
Net assets per unit $ 42.96 25.54 1.01
========== ======= =========
</TABLE>
(NOTE) Continued on page Ex. 99-14.
Ex. 99-13
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(NOTE) Continued from page Ex. 99-13.
<TABLE>
<CAPTION>
Deltic Murphy Oil
Previous Common Common
Page Stock Stock
Subtotal Fund Fund Total
----------- -------- -------- ---------
<S> <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
Mutual funds
Equity securities 102,060 - - 102,060
Equity security bank funds 1,113,706 - - 1,113,706
Balanced portfolio - equity
securities/bonds 1,252,030 - - 1,252,030
U.S. government securities
bank fund 447,003 447,003
Collective investment fund 716,686 - - 716,686
Guaranteed investment contracts,
at contract value 1,151,771 - - 1,151,771
---------- ------- ------- ---------
Total investments 4,783,256 895,108 881,964 6,560,328
Accrued interest and dividends 28,387 (2,159) (44) 26,184
Contributions receivable - employee 16,738 4,725 - 21,463
Contributions receivable - employer 5,935 3,299 - 9,234
---------- ------- ------- ---------
Total net assets $ 4,834,316 900,973 881,920 6,617,209
========== ======= ======= =========
Number of units outstanding 32,698 16,276
======= =======
Net assets per unit $ 27.55 54.19
======= =======
</TABLE>
Ex. 99-14
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 5 - Net Change in Net Assets Available for Benefits
The net change in the net assets of the Trust, by investment fund (See Note
3 -Investment Funds and Note 4 - Net Assets by Investment Fund.), for the
year ended December 31, 1998, consisted of the following:
<TABLE>
<CAPTION>
One Group One Group One Group
Government Disciplined Growth
Bond Value Opportunities
Fund Fund Fund Subtotal
---------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
Additions to assets
Contributions
Employee $ 45,808 60,093 63,562 169,463
Employer 16,002 18,095 23,282 57,379
Rollovers from other plans - 1,113 1,113 2,226
-------- ------- ------- ---------
Total contributions 61,810 79,301 87,957 229,068
-------- ------- ------- ---------
Investment income
Interest - - - -
Dividends 30,678 87,717 85,175 203,570
Net appreciation/(depreciation)
in fair value of investments 10,145 (26,966) 101,066 84,245
Other income/(loss) 243 375 485 1,103
-------- ------- ------- ---------
Total investment income 41,066 61,126 186,726 288,918
-------- ------- ------- ---------
Total additions to assets 102,876 140,427 274,683 517,986
Deductions from assets attributed to
benefits paid 27,387 24,922 27,022 79,331
-------- ------- ------- ---------
Net change for the year prior to
interfund transfers 75,489 115,505 247,661 438,655
Interfund transfers 109,001 (19,548) (53,034) 36,419
-------- ------- ------- ---------
Net change in net assets
available for benefits 184,490 95,957 194,627 475,074
Net assets available for benefits
Beginning of year 451,454 516,286 604,929 1,572,669
-------- ------- ------- ---------
End of year $ 635,944 612,243 799,556 2,047,743
======== ======= ======= =========
</TABLE>
(Note) Continued on page Ex. 99-16.
Ex. 99-15
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(Note) Continued from page Ex. 99-15.
<TABLE>
<CAPTION>
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
Contributions
Employee $ 169,463 118,841 169,920 25,769 483,993
Employer 57,379 48,186 55,542 9,677 170,784
Rollovers from other plans 2,226 - 3,647 - 5,873
---------- --------- --------- ------- ---------
Total contributions 229,068 167,027 229,109 35,446 660,650
---------- --------- --------- ------- ---------
Investment income
Interest - - - - -
Dividends 203,570 57,974 60,412 11,642 333,598
Net appreciation/(depreciation)
in fair value of investments 84,245 - 233,544 (18,008) 299,781
Other income/(loss) 1,103 4,604 1,367 (210) 6,864
---------- --------- --------- ------- ---------
Total investment income 288,918 62,578 295,323 (6,576) 640,243
---------- --------- --------- ------- ---------
Total additions to assets 517,986 229,605 524,432 28,870 1,300,893
Deductions from assets attributed to
benefits paid 79,331 119,280 119,246 3,791 321,648
---------- --------- --------- ------- ---------
Net change for the year prior to
interfund transfers 438,655 110,325 405,186 25,079 979,245
Interfund transfers 36,419 439,923 (91,743) 27,256 411,855
---------- --------- --------- ------- ---------
Net change in net assets
available for benefits 475,074 550,248 313,443 52,335 1,391,100
Net assets available for benefits
Beginning of year 1,572,669 727,322 1,266,958 109,755 3,676,704
---------- --------- --------- ------- ---------
End of year $ 2,047,743 1,277,570 1,580,401 162,090 5,067,804
========== ========= ========= ======= =========
</TABLE>
(Note) Continued on page Ex. 99-17.
Ex. 99-16
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
(Note) Continued from page Ex. 99-16.
<TABLE>
<CAPTION>
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
Contributions
Employee $ 483,993 - 126,485 - 610,478
Employer 170,784 (775) 81,572 (5) 251,576
Rollovers from other plans 5,873 - 2,163 - 8,036
---------- --------- --------- -------- ---------
Total contributions 660,650 (775) 210,220 (5) 870,090
---------- --------- --------- -------- ---------
Investment income
Interest - 46,953 89 69 47,111
Dividends 333,598 - 10,003 22,923 366,524
Net appreciation/(depreciation)
in fair value of investments 299,781 - (269,405) (210,365) (179,989)
Other income/(loss) 6,864 - 1,020 - 7,884
---------- --------- --------- -------- ---------
Total investment income 640,243 46,953 (258,293) (187,373) 241,530
---------- --------- --------- -------- ---------
Total additions to assets 1,300,893 46,178 (48,073) (187,378) 1,111,620
Deductions from assets attributed to
benefits paid 321,648 29,476 40,569 9,105 400,798
---------- --------- --------- -------- ---------
Net change for the year prior to
interfund transfers 979,245 16,702 (88,642) (196,483) 710,822
Interfund transfers 411,855 (629,826) 217,971 - -
---------- --------- --------- -------- ---------
Net change in net assets
available for benefits 1,391,100 (613,124) 129,329 (196,483) 710,822
Net assets available for benefits
Beginning of year 3,676,704 1,157,612 900,973 881,920 6,617,209
---------- --------- --------- -------- ---------
End of year $ 5,067,804 544,488 1,030,302 685,437 7,328,031
========== ========= ========= ======== =========
</TABLE>
Ex. 99-17
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 6 - Income Tax Status
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 Bank One
Corporation Investment Advisors, a registered investment advisor and an
indirect subsidiary of Bank One Corporation. Bank One Corporation is the
Trustee of the Plan and, therefore, these transactions qualify as party-in-
interest transactions. The Company is the sponsor of the Plan, and is
considered a party-in-interest.
Note 8 - Concentration of Investments
Deltic Common Stock made up 14.1% of the net assets available for benefits at
December 31, 1998, and 13.6% at December 31, 1997. Murphy Oil Common Stock
made up 9.4% of net assets available for benefits at December 31, 1998, and
13.3% at December 31, 1997. Of the remaining net assets available for
benefits, 27.9% were invested in bank funds managed by Bank One at December 31,
1998, and 23.8% were invested in bank funds managed by First NBC at December
31, 1997. GIC's consisted of 7.4% and 17.5% of the net assets available for
benefits at December 31, 1998 and 1997, respectively. The collective
investment fund consisted on 17.4% at December 31, 1998, and 11.0% at December
31, 1997. 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.
Ex. 99-18
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Notes to Financial Statements
Note 9 - Year 2000
The Plan could be adversely affected if the Company's computer systems and
those of service providers used by the Plan or the Trustee do not properly
process and calculate date-related information from and after January 1, 2000.
This is commonly known as the "Year 2000 Issue". The Company is taking steps
that it believes are reasonably designed to address the Year 2000 Issue with
respect to the computer systems that it uses and to obtain satisfactory
assurances that comparable steps are being taken by each of the Plan's other
major service providers. At this time, however, there can be no assurance that
these steps will be sufficient to avoid any material adverse effect on the
Plan's activities and, accordingly, its net assets available for benefits and
changes therein.
Note 10 - Subsequent Events
In March 1999, the One Group Disciplined Value Fund was renamed to be the One
Group Mid Cap Value Fund, and the One Group Growth Opportunities Fund was
renamed to be the One Group Mid Cap Growth Fund. Fund balances or objectives
were not affected by the change.
The Company has engaged SunTrust Bank to be the new trustee and investment
manager for the Plan effective July 1, 1999. Employees will be able to select
from nine investment options under the new trustee. Balances existing at Bank
One will be transferred to funds with similar investment objectives at
SunTrust.
Ex. 99-19
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Schedule I
Item 27a - Schedule of Assets Held for Investment Purposes*
December 31, 1998
<TABLE>
<CAPTION>
Description of Current Value Per
Identity of Issuer Investment Cost Value Share/Unit
- ------------------------------------------- ------------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Corporate Common Stocks
Deltic Timber Corporation 51,704.077 shares $ 1,215,006 1,032,999 ** 19.979
Murphy Oil Corporation 16,826.810 shares 731,140 685,581 ** 40.743
Shares in Investment Funds
One Group Government Bond Fund 61,928.275 shares 620,514 632,907 ** 10.220
One Group Growth Opportunities Fund 34,183.655 shares 552,836 799,556 ** 23.390
Vanguard Index Small Cap Stock Fund 7,084.390 shares 168,870 150,189 21.200
Fidelity Advisor Growth Opportunity Fund 31,457.026 shares 1,388,113 1,580,401 ** 50.240
One Group Disciplined Value Fund 42,454.598 shares 675,481 611,771 ** 14.410
Federated Capital Preservation Fund 126,942.356 shares 1,266,035 1,269,424 ** 10.000
Other Investments
Guaranteed Investment Contracts Fund 541,266.380 units 533,055 541,266 ** 1.000
------------------ ---------- ------------
913,847.567 $ 7,222,087 7,304,094
============ ========== ============
</TABLE>
* The above data is based on information which has been certified as accurate
and complete by the Trustee, Bank One Corporation. Bank One manages the
three One Group 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. 99-20
<PAGE>
THRIFT PLAN OF DELTIC TIMBER CORPORATION
Schedule II
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Sales Transactions
-----------------------------
Purchase Selling Cost of Net
Description of Transaction Price** Price Asset Gain/(Loss)
- ------------------------------------------------- -------- ------- ------- -----------
<S> <C> <C> <C> <C>
Category 1 - A transaction in excess of 5% of beginning of year Plan net assets available
for benefits.
Shares in Investment Funds
Federated Capital Preservation Fund
July 3, 1998 474,164 - - -
Other Investments
Guaranteed Investment Contracts Fund
July 2,1998 - 474,164 474,164 -
</TABLE>
Category 3 - A series of transactions in excess of 5% of beginning of year Plan
net assets available for benefits.
<TABLE>
<S> <C> <C> <C> <C>
Corporate Common Stocks
Deltic Timber Corporation
(106 purchases, 44 sales) 492,612 86,373 92,444 (6,071)
Shares in Investment Funds
One Group Government Bond Fund
(73 purchases, 34 sales) 256,925 81,167 79,766 1,401
One Group Growth Opportunities Fund
(69 purchases, 41 sales) 230,050 300,474 287,895 12,579
Federated Capital Preservation Fund
(81 purchases, 56 sales) 901,475 348,738 347,525 1,213
Fidelity Advisor Growth Opportunity Fund
(69 purchases, 54 sales) 339,573 244,746 237,245 7,501
Guaranteed Investment Contracts Fund
(15 sales) - 660,077 660,077 -
</TABLE>
(NOTE 1) 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, Bank One Corporation. Bank One Corporation
manages the three Bank One 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. 99-21
<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: June 28, 1999 By: /s/Clefton D. Vaughan
--------------------- --------------------------
Clefton D. Vaughan, Vice President
of Finance and Administration and
Chairman of Employee Benefits
Committee, Deltic Timber Corporation
Ex. 99-22
<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 June 11,
1999, relating to the statements of net assets available for benefits of the
Thrift Plan of Deltic Timber Corporation as of December 31, 1998 and 1997, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1998, which report appears in the December 31, 1998
annual report on Form 11-K of the Thrift Plan of Deltic Timber Corporation.
/s/KPMG LLP
KPMG LLP
Shreveport, Louisiana
June 28, 1999
Ex. 99-23
