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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 15, 1997
POPE & TALBOT, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-7852 94-0777139
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
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.)
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Item 5. Other Events
On December 15, 1997, Pope & Talbot, Inc., a Delaware corporation
(the "Registrant"), announced that it is making an offer to acquire
50.1 percent of the outstanding common shares of Harmac Pacific Inc.
(TSE:HRC) at a price of $11.50 ($Can) cash per share.
The press release issued by the Registrant in connection with this
announcement is filed as an exhibit to this report and is
incorporated herein by reference.
Additional information relating to the offer will be included in a
Schedule 14D - 1F to be filed by the Registrant with the SEC when the
Offer to Purchase is sent to Harmac Pacific Inc. shareholders.
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 announcement that it is making an offer to acquire
50.1 percent of the outstanding common shares of Harmac
Pacific Inc.
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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 15, 1997.
POPE & TALBOT, INC.
--------------------------------------
Registrant
By /s/ Robert J. Day
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Name: Robert J. Day
Title: Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press release issued by Pope & Talbot, Inc. in connection with
the announcement that it is making an offer to acquire 50.1
percent of the outstanding common shares of Harmac Pacific Inc.
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EXHIBIT 99.1
POPE & TALBOT, INC.
NEWS Contact: R.J. Day
RELEASE 97-10
For Release at 8:30 a.m. EST Monday, December 15, 1997
POPE & TALBOT MAKES OFFER FOR HARMAC PACIFIC
PORTLAND, OR -- Pope & Talbot, Inc. (NYSE:POP), announced today that it
is making an offer to acquire 50.1% of the outstanding common shares of Harmac
Pacific Inc. (TSE:HRC) at a price of C$11.50 cash per share.
The closing price of the Harmac Common Shares on December 12, 1997 was
C$7.80. The offering price of C$11.50 per share represents a premium of 47%
above the December 12th closing price and 31% above the average of the closing
prices on the last 20 trading days for the Harmac shares.
Harmac, headquartered in Vancouver, British Columbia, operates a pulp
mill on a deep-sea port near Nanaimo, British Columbia on the east coast of
Vancouver Island. With an annual capacity of 370,000 tons of Northern Bleached
Softwood Kraft pulp, Harmac is one of Canada's largest market pulp producers,
manufacturing a wide range of high-quality kraft pulps. Wood fiber purchased
under long-term chip supply agreements from MacMillan Bloedel and another third
party supplies 90% of the mill's requirements. In 1996, Harmac had revenues of
C$212 million and reported a net loss to the common shareholders of C$20
million.
Pope & Talbot is an integrated wood-fiber products company that is
focused on the production of softwood dimension lumber, kraft pulp and tissue.
The Company was founded in 1849 and is headquartered in Portland, Oregon. Its
shares are publicly traded on the New York and Pacific stock exchanges. In
Canada, the Company operates three sawmills at Castlegar, Grand Forks and Midway
in the southern interior of British Columbia. In 1996, the Company had revenues
of US$450 million, of which US$170 million came from its Canadian operations.
"We believe our offer is a very attractive opportunity for Harmac
shareholders," said Peter T. Pope, Chairman and Chief Executive Officer of Pope
& Talbot. "The short term outlook for pulp remains negative as a result of the
economic difficulties in Asia and this offer allows shareholders an attractive
alternative at this time." Mr. Pope commented further that discussions had taken
place with the management of Harmac Pacific after the announcement that the
equity offering to finance Harmac's purchase of Kimberly-Clark's Canadian pulp
mills was postponed. The discussions included a review of possible options
related to the Kimberly-Clark purchase agreement, the possibility of combining
the Harmac and Pope & Talbot pulp operations, and the prospect for Pope & Talbot
to participate in an equity offering by Harmac.
More....
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Mr. Pope said, "We are impressed with Harmac's product quality, its
management and marketing organization, and we believe that with Pope & Talbot's
operating experience, Harmac can be an even better company in the future.
Furthermore, we believe that Harmac forms the basis for a consolidation of the
North American kraft pulp industry and we are aware of a number of opportunities
which could form a part of the consolidation."
The offer, to be made through a subsidiary, is conditional on the
acquisition of not less than 50.1% of Harmac's common shares outstanding
including the common shares currently held by Pope & Talbot. The offer will also
be conditional upon the waiver or removal of Harmac's Rights Plan and subject to
other customary conditions including normal regulatory approvals.
Pope & Talbot has today requested a shareholder list and the formal
offer will be mailed to shareholders upon receipt of the list from Harmac. Pope
& Talbot has retained Goepel Shields & Partners Inc. to act as its financial
advisors and to form a soliciting dealer group to solicit acceptance of its bid.
CONTACT:
POPE & TALBOT, INC. GOEPEL SHIELDS & PARTNERS INC.
Michael Flannery (503) 228-9161 Donald M. Shumka (604) 661-1769
Maria M. Pope (503) 228-9161
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