<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
DECEMBER 11, 1995
POPE & TALBOT, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-7852 94-0777139
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1500 S.W. FIRST AVENUE
PORTLAND, OREGON 97201
(Address of principal executive offices) (Zip Code)
(503) 228-9161
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events
On December 11, 1995, Pope & Talbot, Inc., a Delaware
corporation (the "Registrant"), entered into a definitive
agreement to sell its disposable diaper business to Paragon
Trade Brands, Inc., a Delaware corporation ("Paragon"), in
exchange for a payment of $50.5 million in cash and the
issuance of Paragon common stock having a value at the time the
transaction is consummated of approximately $14.5 million. The
transaction is subject to customary conditions to closing,
including Hart-Scott-Rodino review.
The press release issued by the Registrant in connection with
the signing of the Purchase Agreement is filed as an exhibit to
this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 - Press release issued by Pope & Talbot, Inc. in
connection with the signing of a definitive agreement to
sell its disposable diaper business to Paragon Trade
Brands, Inc.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly authorized this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 14, 1995.
POPE & TALBOT, INC.
--------------------------------
Registrant
By /s/ Carlos M. Lamadrid
--------------------------------
Name: Carlos M. Lamadrid
Title: Senior Vice President and
Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release issued by Pope & Talbot, Inc. in connection with
the signing of a definitive agreement to sell its disposable diaper
business to Paragon Trade Brands, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
POPE & TALBOT, INC.
NEWS Contact: C. Lamadrid
RELEASE 95-13
For release at 1:45 p.m. PST, Monday, December 11, 1995
POPE & TALBOT ANNOUNCES SALE OF ITS DISPOSABLE DIAPER BUSINESS
PORTLAND, OR -- Pope & Talbot, Inc. announced today that it has
entered into a definitive agreement to sell its disposable diaper business
to Paragon Trade Brands, Inc. for a total consideration of $65 million,
comprised of $50.5 million cash and Paragon common stock valued at $14.5
million. Pope & Talbot's diaper business generated approximately $157
million of revenues in 1994, or 24 percent of total 1994 Company revenues
of $660 million. Cash received from the transaction will be used to pay
down existing bank lines of credit. Consummation of the transaction is
subject to Hart-Scott-Rodino review and other customary closing
conditions.
Peter T. Pope, Chairman and Chief Executive Officer, stated,
"Competitive pressures from branded producers of disposable diapers have
forced the private label diaper business to reduce costs, and the most
effective way to achieve this is through consolidation." Mr. Pope
continued, "this sale will allow the Company to eliminate losses from the
diaper business, improve the balance sheet and position the Company to take
advantage of future opportunities." Mr. Pope concluded, "Pope & Talbot
intends to remain in the private label consumer products tissue business as
the fundamentals of this business have improved during 1995."
This transaction will generate no material gain or loss for Pope &
Talbot.
Pope & Talbot, Inc. is a publicly held, Portland, Oregon-based
paper, pulp and wood products company traded on the NYSE. Pope & Talbot was
founded in 1849 and has operations throughout the United States and in
Canada.
# # #
