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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
FEBRUARY 2, 1998
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.)
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Item 2. Acquisition or Disposition of Assets
On February 2, 1998, Pope & Talbot, Inc. (the "Registrant"),
through its indirect wholly-owned Canadian subsidiary, Pope &
Talbot Pulp Ltd., acquired 6,764,759 common shares of Harmac
Pacific Inc. ("Harmac") pursuant to Pope & Talbot Pulp Ltd.'s
Offer to Purchase 6,450,000 Common Shares of Harmac (the "Offer"),
dated December 20, 1997. As a result, as of February 2, 1998, the
Registrant indirectly owned 8,413,459 Harmac common shares, which
represented approximately 53 percent of Harmac's outstanding
common shares.
On January 29, 1998, Pope & Talbot Pulp Ltd. was informed by the
Depository under the Offer that approximately 7,640,000 common
shares of Harmac were tendered to the Depository prior to the
expiry time. Pope & Talbot Pulp Ltd. exercised its option pursuant
to the terms of the Offer to acquire the maximum number of shares
which represent, together with the 1,648,700 shares already owned
by the Registrant's indirect wholly-owned Canadian subsidiary,
Pope & Talbot Ltd., approximately 53 percent of the Harmac
common shares outstanding. In accordance with the terms of the
Offer, Pope & Talbot Pulp Ltd. paid $11.50 Canadian dollars per
common share of Harmac, or $77.8 million Canadian dollars
(approximately $53.4 million U.S. dollars) on February 2, 1998.
The payment for the Harmac shares was made from the Registrant's
existing cash and cash equivalent balances and supplemented with
borrowings of approximately $20 million under the Registrant's
revolving-credit agreement with U.S. Bank National Association.
Harmac common shares are publicly traded on the Toronto, Vancouver
and Montreal Stock Exchanges. Harmac operates a 370,000 metric ton
capacity kraft pulp mill located in Nanaimo, British Columbia, on
the east coast of Vancouver Island. The Registrant intends to
continue to operate Harmac's Nanaimo pulp mill and, where
synergies exist, to work together to gain marketing, operational
and administrative efficiencies between Harmac and the
the Registrant's existing pulp operations at Halsey, Oregon.
The description contained herein of the terms of the Offer is
qualified in its entirety by reference to the Offer to Purchase
and Circular, dated December 20, 1997, which is incorporated by
reference as an exhibit to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the the Registrant to provide the financial
statements required by this Item 7(a). In accordance with Item
7(a)(4) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than April 17, 1998.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the proforma financial
information required by this Item 7(b). In accordance with Item
7(b) of Form 8-K, such financial information shall be filed by
amendment to this Form 8-K no later than April 17, 1998.
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(c) Exhibits
99.1 - Offer to Purchase and Circular, dated December 20,
1997 (Incorporated herein by reference to Exhibit 1 to
Schedule 14D-1F filed with the Securities and Exchange
Commission on December 22, 1997 by Pope & Talbot Pulp
Ltd.)
99.2 - Press Release issued by Pope & Talbot, Inc. on January
30, 1998.
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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 February 13, 1998.
POPE & TALBOT, INC.
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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
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99.2 Press Release issued by Pope & Talbot, Inc. on January 30, 1998.
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Exhibit 99.2
RELEASE 98-6
POPE & TALBOT ANNOUNCES SUCCESSFUL ACQUISITION OF HARMAC PACIFIC
For Release at 8:00 a.m. EST- January 30, 1998
PORTLAND, OR -- Pope & Talbot, Inc. through its indirect wholly-owned
Canadian subsidiary Pope & Talbot Pulp Ltd. has been informed by the Depositary
under its Offer to Purchase 6,450,000 common shares of Harmac Pacific Inc. dated
December 20, 1997 that approximately 7,640,000 common shares of Harmac Pacific
were tendered to the Depository prior to the expiry time.
Pope & Talbot exercised its option pursuant to the terms of the Offer to
acquire the maximum number of shares which represents, together with the
1,648,700 shares already owned by the Company's subsidiary, Pope & Talbot Ltd.,
53.5% of the common shares outstanding of Harmac Pacific.
Pope & Talbot advised the Depository that all conditions specified in the
Offer have been satisfied or are waived and that the Company will take-up and
pay for 6,764,759 common shares tendered on a prorata basis, disregarding
fractions, according to the number of shares deposited by each shareholder by
the expiry time on January 29, 1998. The payment date will be February 2, 1998.
As stated in the Offer, Pope & Talbot has been seeking a controlling
interest in Harmac Pacific and intends to request certain changes including the
composition of Harmac Pacific's Board of Directors.
"We are very pleased with the outcome" said Peter T. Pope, Chairman and
Chief Executive Officer of Pope & Talbot. "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."
Pope & Talbot, Inc. is an integrated wood-fiber products company that is
focused on the production of softwood lumber and kraft pulp. The Company was
founded in 1849, is headquartered in Portland, Oregon and currently operates
three sawmills in the Southern interior of British Columbia.
Goepel Shields & Partners Inc. acted as financial advisors to Pope & Talbot
in this transaction.
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