THIS FORM 10-K IS BEING AMENDED TO:
1) refile Item 14.(a)(3). The description on Exhibit 10 is being revised.
Also, Exhibits 99.1 through 99.8 are being added to the exhibit list.
2) refile Exhibit 27 to add the Multiplier
3) file exhibits 99.1 through 99.8 not previously filed
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1994 Commission File No. 0-1370
LONGVIEW FIBRE COMPANY
(Exact name of registrant as specified in its charter)
Washington 91-0298760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Longview, Washington 98632
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (360) 425-1550
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1.50 Ascribed Value New York Stock Exchange
Rights to purchase Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)
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 (or for such shorter period that the
registrant was required to file such reports), 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
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
Market value per share $15.75 as of December 31, 1994 Total $715,591,044
Indicate the number of shares outstanding of each of the issuer's class of
common stock as of December 31, 1994. 51,810,297 shares outstanding
DOCUMENTS INCORPORATED BY REFERENCE
PART III - NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
dated December 14, 1994.
- -------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) Exhibits required to be filed by Item 601 of Regulation S-K:
3.1 Articles of Incorporation of Longview Fibre Company ***
3.2 Bylaws of Longview Fibre Company ***
4.1 Commercial Paper Facility *
4.2 Rights Agreement **
4.3 $170,000,000 Credit Agreement ****
4.4 First Amendment to Credit Agreement ****
4.5 Second Amendment to Credit Agreement
4.6 Third Amendment to Credit Agreement
4.7 Loan Agreement ****
4.8 First Amendment to Loan Agreement
4.9 Other long-term debts that do not exceed 10% of the total
assets of the company, details of which will be supplied to the
Commission upon request:
Senior Notes due through 2001 (6.17% - 9.80%) $177,875,000
Revenue Bonds payable through 2015 (floating rates,
3.35% through 3.45% at October 31, 1994) $ 28,900,000
Other $ 711,000
10 Form of Termination Protection Agreement
23 Consent of Independent Accountants
27 Financial Data Schedules
99.1 Salary Savings Plan - Amendment No. 1
99.2 Salary Savings Plan - Amendment No. 2
99.3 Salary Savings Plan - Amendment No. 3
99.4 Hourly Savings Plan - Amendment No. 1
99.5 Hourly Savings Plan - Amendment No. 2
99.6 Hourly Savings Plan - Amendment No. 3
99.7 Branch Hourly Savings Plan - Amendment No. 1
99.8 Branch Hourly Savings Plan - Amendment No. 2
* Incorporated by reference to company's Annual Report on Form
10-K for the year ended Ocgober 31, 1988.
** Incorporated by reference to company's Annual Report on Form
10-K for the year ended October 31, 1989.
*** Incorporated by reference to company's Annual Report on Form
10-K for the year ended October 31, 1990.
**** Incorporated by reference to company's Annual Report on Form
10-K for the year ended October 31, 1993.
- ---------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the company has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LONGVIEW FIBRE COMPANY
Registrant
\s\ L. J. Holbrook 3-15-95
L. J. Holbrook, Vice President-Finance, Date
Secretary and Treasurer
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the company
and in the capacities and on the dates indicated.
\s\ L. J. Holbrook 3-15-95
L. J. Holbrook, Chief Financial Officer Date
and Director
\s\ A. G. Higgens 3-15-95
A. G. Higgens, Chief Accounting Officer Date
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 101,190
<ALLOWANCES> 1,000
<INVENTORY> 67,305
<CURRENT-ASSETS> 175,092
<PP&E> 1,414,851
<DEPRECIATION> 599,342
<TOTAL-ASSETS> 1,022,049
<CURRENT-LIABILITIES> 139,331
<BONDS> 366,492
<COMMON> 77,745
0
0
<OTHER-SE> 326,508
<TOTAL-LIABILITY-AND-EQUITY> 1,022,049
<SALES> 790,874
<TOTAL-REVENUES> 790,874
<CGS> 659,309
<TOTAL-COSTS> 659,309
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,384
<INCOME-PRETAX> 54,314
<INCOME-TAX> 20,900
<INCOME-CONTINUING> 33,414
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,414
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
</TABLE>
EXHIBIT 99.1
Salary Savings Plan - Amendment No. 1
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Salary
Employees 401(k) Savings Plan (Registration No. 33-14358). The following
document is hereby filed as Amendment No. 1 to this registration statement.
AMENDMENT NO. 1 TO THE
LONGVIEW FIBRE COMPANY SALARIED SAVINGS PLAN AND
TRUST WITH 401(k) PROVISIONS
WHEREAS, Longview Fibre Company (the "Company") approved and adopted the
Longview Fibre Company Salaried Savings Plan and Trust with 401(k) Provisions
(the "Plan") and Trust Agreement (the "Trust") which were originally effective
June 1, 1977 and most recently restated effective November 1, 1990;
WHEREAS, the Company reserved the right to amend the Plan and Trust; and
WHEREAS, the Company has decided that it is in the best interest of
participants and beneficiaries to amend the Plan and Trust, and to modify their
operations.
NOW, THEREFORE, RESOLVED, that the Plan is amended effective July 31, 1992
as follows:
1. Page 6 is amended in its entirety as attached from changing the definition
of Trade Date in section 1.39 from monthly to daily.
2. Appendix A is amended in its entirety as attached to: a) add the U.S.
Treasury Allocation Fund as an Investment Fund, b) reflect changes to certain
fund names (although the underlying investment strategies remain the same) c)
increase the maximum investment election on restricted funds from 15% to 40%.
Date: July 20, 1992 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: SR V.P. - Finance
Date: July 30, 1992 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Peter H. Sorensen
Title: Vice President
By:\s\ Dolores Upton
Title: Vice President
EXHIBIT 99.2
Salary Savings Plan - Amendment No. 2
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Salary
Employees 401(k) Savings Plan (Registration No. 33-14358). The following
document is hereby filed as Amendment No. 2 to this registration statement.
AMENDMENT NO. 2 TO THE
LONGVIEW FIBRE COMPANY SALARIED SAVINGS PLAN AND
TRUST WITH 401(k) PROVISIONS
WHEREAS, Longview Fibre Company (the "Company") approved and adopted the
Longview Fibre Company Salaried Savings Plan and Trust with 401(k) Provisions
which were originally effective June 1, 1977, restated effective November 1,
1990, and subsequently amended;
WHEREAS, the Company reserved the right to amend the Plan and Trust; and
WHEREAS, the Company has decided that it is in the best interest of
participants and beneficiaries to amend the Plan and Trust, and to modify their
operations.
NOW, THEREFORE, RESOLVED, that the Plan and Trust are amended effective
January 1, 1993, as follows:
1. Section 11.2 is amended to add a subsection (c) to provide for partial
payments limited to four per year.
2. Appendix A is amended to increase the maximum investment percentage from
40% to 100% on Funds formerly restricted.
Date: March 2, 1993 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: SR V.P. - Finance
Date: March 11, 1993 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
By:\s\ Peter H. Sorensen
Title: Vice President
EXHIBIT 99.3
Salary Savings Plan - Amendment No. 3
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Salary
Employees 401(k) Savings Plan (Registration No. 33-14358). The following
document is hereby filed as Amendment No. 3 to this registration statement.
Amendment No. 3
to the
Longview Fibre Company Salaried Savings Plan and Trust
with 401(k) Provisions
WHEREAS, Longview Fibre Company ("the Company") approved and adopted the
Longview Fibre Company Salaried Savings Plan (the "Plan") and Trust Agreement
(the "Trust") with 401(k) Provisions which were originally effective June 1,
1977, most recently restated effective November 1, 1990, and subsequently
amended;
WHEREAS, Section 19.1 of the Plan provides that the Company reserves the
right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Sections 1,9,11,12 and 19 are amended
effective November 1, 1990, Sections 1,4,10,11 and 17 are amended effective
January 1, 1993 and Section 1 is amended effective November 1, 1994 as follows:
Effective November 1, 1990;
1. Section 1 is amended to restate Subsection 1.7 and 1.28 as follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $200,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.28 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $200,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
2. Section 9 is amended to restate Subsection 9.8 and 9.9(b) as follows:
9.8 Loan Application, Note and Security
A Participant shall apply for any loan in such manner and with such advance
notice as prescribed by the Administrator. All loans shall be evidenced by a
promissory note, secured only by the portion of the Participant's Account from
which the loan is made, and the Plan shall have a lien on this portion of his
or her Account.
9.9 Default, Suspension and Call Feature
(b) Actions upon Default. In the event of default, the Administrator may
direct the Trustee to report the default as a taxable distribution. As soon as
a Plan withdrawal or distribution to such Participant would otherwise be
permitted, the Administrator may instruct the Trustee to execute upon its
security interest in the Participant's Account by distributing the note to the
Participant.
3. Section 11 is amended to restate Subsection 11.3 as follows:
11.3 Small Amounts Paid Immediately
If, at the time a Participant's employment with all Related Companies ends, the
Participant's vested Account balance is $3,500 or less and at the time of any
earlier withdrawal or distribution the Participant's vested Account balance did
not exceed $3,500, the Participant's benefit shall be paid as a single lump sum
as soon as administratively feasible after his or her employment with all
Related Companies ends in accordance with procedures prescribed by the
Administrator.
4. Section 12 is amended to restate the first paragraph of Subsection 12.3 and
12.3(a) and 12.3(b) as follows:
12.3 Correction of ADP and ACP Tests
If the ADP or ACP tests are not met, the Administrator shall determine, no
later than the end of the next Plan Year, a maximum percentage to be used in
place of the calculated percentage for all HCEs that would reduce the ADP
and/or ACP for the HCE group by a sufficient amount to meet the ADP and ACP
tests. ADP and/or ACP corrections shall be made in accordance with the
leveling method as described in (a) and (b) below.
(a) ADP Correction. The HCE with the highest Deferral percentage shall have
his or her Deferral percentage reduced to the lesser of the extent required to
meet the ADP test or to cause his or her Deferral percentage to equal that of
the HCE with the next highest Deferral percentage. The process shall be
repeated until the ADP test is met.
To the extent and HCE's Pre-Tax Contributions were determined to be reduced as
described in the paragraph above, Pre-Tax Contributions shall, by the end of
the next Plan Year, be refunded (including amounts previously refunded because
they exceeded the Contribution Dollar Limit) to the HCE in an amount equal to
the actual Deferrals minus the product of the maximum percentage and the HCE's
Compensation.
(b) ACP Correction. The HCE with the highest Contribution percentage shall
have his or her Contribution percentage reduced to the lesser of the extent
required to meet the ACP test or to cause his or her Contribution percentage to
equal that of the HCE with the next highest Contribution percentage. The
process shall be repeated until the ACP test is met.
To the extent an HCE's Contributions were determined to be reduced as described
in the paragraph above, Contributions shall, by the end of the next Plan Year,
be refunded to the HCE to the extent vested, and forfeited to the extent such
amounts were not vested, as of the end of the Plan Year being tested in an
amount equal to the actual Contributions minus the product of the maximum
percentage and the HCE's Compensation. The excess amounts shall first be taken
from unmatched After-Tax Contributions and then as a proportional combination
of matched After-Tax and Match Contributions.
5. Section 19 is amended to restate the first paragraph of Subsection 19.1 in
its entirety as follows:
19.1. Amendment
The Company reserves the right to amend this Plan and Trust at any time, to any
extent and in any manner it may deem necessary or appropriate. The Company
(and not the Trustee) shall be responsible for adopting any amendments
necessary to maintain the qualified status of this Plan and Trust under Code
sections 401(a) and 501(a). The Administrator shall have the authority to
adopt Plan and Trust amendments which have no substantial adverse financial
impact upon an Employer or the Plan. Amendments to the Plan and Trust shall be
made in accordance with Section 19.4. All interested parties shall be bound by
any amendment, provided that no amendment shall:
6. Section 19 is amended to restate the first sentence of Subsection 19.3 in
its entirety as follows:
19.3 Plan Termination
The Company may, at any time and for any reason, terminate the Plan in
accordance with Section 19.4, or completely discontinue contributions.
7. Section 19 is amended to add a new Subsection 19.4 and to redesignate each
subsequent Subsection as follows:
19.4 Amendment and Termination Procedures
Any amendment to (including a termination of) the Plan and Trust by the Company
shall be made only pursuant to action of the Board of Directors of the Company
("Board") including action of the Executive Committee on behalf of the Board as
authorized in the Company Bylaws in accordance with the Board's normal
procedures and evidenced in writing. Upon such action by or on behalf of the
Board, and execution of an instrument of amendment by the Company and the
Trustee, the Plan and Trust shall be deemed amended as of the date specified as
the effective date by such Board action and as provided in the instrument of
amendment. If no effective date is specified, the amendment shall be effective
as of the date of the Board action. The effective date of any amendment may be
before, on or after the date of such Board action.
Any amendment to the Plan and Trust by the Committee, as Administrator, shall
be made by written instrument of amendment, executed on behalf of the
Committee, pursuant to Committee action in accordance with Section 15.7, and on
behalf of the Trustee. The Plan and Trust shall be deemed amended as of the
date specified as the effective date in the instrument of amendment.
Effective January 1, 1993;
1. Section 1 is amended to add new Subsections 1.10, 1.12, 1.15, and 1.16 and
to redesignate existing subsections as follows:
1.10 "Direct Rollover." A payment from the Plan to an Eligible Retirement
Plan specified by a Distributee.
1.12 "Distributee." An Employee or former Employee, the surviving spouse of
an Employee or former Employee and a spouse or former spouse of an Employee or
former Employee determined to be an alternate payee under a QDRO.
1.15 "Eligible Retirement Plan." An individual retirement account described
in Code section 408(a), an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), that accepts a Distributee's
Eligible Rollover Distribution, except that with regard to an Eligible Rollover
Distribution to a surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
1.16 "Eligible Rollover Distribution". A distribution of all or any portion
of the balance to the credit of a Distributee, excluding a distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of a Distributee or the
joint lives (or joint life expectancies) of a Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or more; a
distribution to the extent such distribution is required under Code section
401(a)(9); and the portion of a distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities).
2. Section 4 is amended to restate Subsection 4.1 as follows:
4.1 Rollovers
The Administrator may authorize the Trustee to accept a rollover contribution
in cash, within the meaning of Code section 402(c) or 408(d)(3)(A)(ii),
directly from an Eligible Employee or as a Direct Rollover from another
qualified plan on behalf of the Eligible Employee, even if he or she is not yet
a Participant. The Employee shall be responsible for furnishing satisfactory
evidence, in such manner as prescribed by the Administrator, that the amount is
eligible for rollover treatment. A rollover contribution received directly
from an Eligible Employee must be paid to the Trustee in cash within 60 days
after the date received by the Eligible Employee from a qualified plan or
conduit individual retirement account. Contributions described in this
paragraph shall be posted to the applicable Employee's Rollover Account as of
the date received by the Trustee.
If it is later determined that an amount contributed pursuant to the above
paragraph did not in fact qualify as a rollover contribution under Code section
402(c) or 408(d)(3)(A)(ii), the balance credited to the Employee's Rollover
Account shall immediately be (1) segregated from all other Plan assets, (2)
treated as a nonqualified trust established by and for the benefit of the
Employee, and (3) distributed to the Employee. Any such nonqualifying rollover
shall be deemed never to have been a part of the Plan.
3. Section 10 is amended to restate Subsections 10.4(b) and (e) as follows:
10.4 Withdrawal Processing
(b) Application by Participant. A Participant shall apply for any type of
withdrawal in such manner and with such advance notice as prescribed by the
Administrator. The Participant shall be provided the notice prescribed by Code
Section 402(f).
If a withdrawal is one to which Code sections 401(a)(11) and 417 do not apply,
such withdrawal may commence less than 30 days after the aforementioned notice
is provided, if:
(1) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notice to consider his or her option
to elect or not elect a Direct Rollover for the portion, if any, of his or her
withdrawal which will constitute an Eligible Rollover Distribution; and
(2) the Participant after receiving such notice, affirmatively elects to make
or not make a Direct Rollover.
(e) Medium and Form of Payment. The medium of payment for a withdrawal shall
be cash. Alternatively, payment may be made in a combination of cash and whole
shares of Employer common stock (to the extent invested in the Employer Common
Stock Fund). With regard to the portion of a withdrawal representing an
Eligible Rollover Distribution, a Participant may elect to have such amount
paid as Direct Rollover to an Eligible Retirement Plan. The form of payment
for withdrawals shall be a single installment.
4. Section 11 is amended to restate Subsections 11.1 and 11.2 as follows:
11.1 Benefit Election
A Participant, or his or her Beneficiary in the case of his or her death, shall
be provided with information regarding all optional times and forms of
distribution available to include the notices prescribed by Code sections
402(f) and 411(a)(11). Subject to the other requirements of this Section, a
Participant, or his or her Beneficiary in the case of his or her death, may
elect, in such manner and with such advance notice as prescribed by the
Administrator, to have his or her vested Account balance paid to him or her
beginning upon any Settlement Date following his or her termination of
employment with all Related Companies.
If a distribution is one to which Code sections 401(a)(11) and 417 do not
apply, such distribution may commence less than 30 days after the
aforementioned notices are provided, if:
(a) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notices to consider the decision of
whether to elect a distribution and if so to elect a particular form of
distribution and to elect or not elect a Direct Rollover for the portion, if
any, of his or her distribution which will constitute an Eligible Rollover
Distribution; and
(b) the Participant after receiving such notices, affirmatively elects to
receive a distribution and to make or not make a Direct Rollover.
11.2 Payment Form and Medium
A Participant may elect to be paid in any of these forms:
(a) a single lump sum, or
(b) partial payments, limited to four per year, or
(c) periodic quarterly installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary.
Distributions shall generally be made in cash. Alternatively, payment may be
made in a combination of cash and whole shares of Employer common stock (to the
extent invested in the Employer Common Stock Fund). With regard to the portion
of a distribution representing an Eligible Rolllover Distribution, a
Distributee may elect to have all or a portion of such amount paid as a Direct
Rollover to an Eligible Retirement Plan.
4. Section 17 is amended to restate Subsection 17.4(a) as follows:
17.4 Tax Withholding and Payment
(a) Withholding. The Trustee shall calculate and withhold federal (and, if
applicable, state) income taxes with regard to any Eligible Rollover
Distribution that is not paid as a Direct Rollover. With regard to any taxable
distribution that is not an Eligible Rollover Distribution, the Trustee shall
calculate and withhold federal (and, if applicable, state) income taxes in
accordance with the Participant's withholding election.
Effective November 1, 1994;
1. Section 1 is amended to restate Subsection 1.7 and 1.32 (formerly 1.28) as
follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $150,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.32 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $150,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
Date: June 3, 1994 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: Senior Vice President-Finance
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: June 23, 1994 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Roger T. Meyer
Title: Vice President
EXHIBIT 99.4
Hourly Savings Plan - Amendment No. 1
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Hourly
Employees 401(k) Savings Plan (Registration No. 33-37836). The following
document is hereby filed as Amendment No. 1 to this registration statement.
Amendment No. 1 to the
Longview Fibre Company Hourly Employees
401(k) Savings Plan and Trust
WHEREAS, Longview Fibre Company (the "Company") approved and adopted the
Longview Fibre Company Hourly Employees 401(k) Savings Plan and Trust (the
"Plan") and Trust Agreement (the "Trust") which were originally effective June
3, 1985 and most recently restated effective January 1, 1991;
WHEREAS, the Company reserved the right to amend the Plan and Trust; and
WHEREAS, the Company has decided that it is in the best interest of
participants and beneficiaries to amend the Plan and Trust, and to modify their
operations.
NOW, THEREFORE, RESOLVED, that the Plan is amended effective July 31,
1992, as follows:
1. Page 6 is amended in its entirety as attached from changing the definition
of Trade Date in section 1.39 from monthly to daily.
2. Appendix A is amended in its entirety as attached to reflect changes to
certain fund names (although the underlying investment strategies remain the
same).
Date: July 9, 1992 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: SR V.P. - Finance
Date: July 30, 1992 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Peter H. Sorensen
Title: Vice President
By:\s\ Dolores Upton
Title: Vice President
APPENDIX A
The Investment Funds offered to Participants and Beneficiaries as of the
Effective Date of Amendment No. 1 include this set of daily valued funds:
Asset Allocation Fund
Employer Stock Fund
S&P 500 Stock Fund
FDIC Insured Account
If investment instructions are not received from any Participant, his or her
investment instructions shall be assumed to be a 100% investment in the FDIC
Insured Account.
EXHIBIT 99.5
Hourly Savings Plan - Amendment No. 2
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Hourly
Employees 401(k) Savings Plan (Registration No. 33-37836). The following
document is hereby filed as Amendment No. 2 to this registration statement.
AMENDMENT NO. 2 TO THE
LONGVIEW FIBRE COMPANY HOURLY EMPLOYEES
401(k) SAVINGS PLAN AND TRUST
WHEREAS, Longview Fibre Company (the "Company") approved and adopted the
Longview Fibre Company Hourly Employees 401(k) Savings Plan and Trust which
were originally effective June 3, 1985, restated effective January 1, 1991, and
subsequently amended;
WHEREAS, the Company reserved the right to amend the Plan and Trust; and
WHEREAS, the Company has decided that it is in the best interest of
participants and beneficiaries to amend the Plan and Trust, and to modify their
operations.
NOW, THEREFORE, RESOLVED, that the Plan and Trust are amended effective
January 1, 1993, as follows:
1. Section 11.2 is amended to add a subsection (c) to provide for partial
payments limited to four per year.
Date: March 2, 1993 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: SR V.P. - Finance
Date: March 11, 1993 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
By:\s\ Peter H. Sorensen
Title: Vice President
EXHIBIT 99.6
Hourly Savings Plan - Amendment No. 3
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Hourly
Employees 401(k) Savings Plan (Registration No. 33-37836). The following
document is hereby filed as Amendment No. 3 to this registration statement.
Amendment No. 3
to the
Longview Fibre Company Hourly Employees
401(k) Plan and Trust
WHEREAS, Longview Fibre Company ("the Company") approved and adopted the
Longview Fibre Company Hourly Employees 401(k) Plan (the "Plan") and Trust
Agreement (the "Trust") which were originally effective June 3, 1985, most
recently restated effective January 1, 1991, and subsequently amended;
WHEREAS, Section 19.1 of the Plan provides that the Company reserves the
right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Sections 1,9,11,12 and 19 are amended
effective January 1, 1991, Sections 1,4,10,11 and 17 are amended effective
January 1, 1993 and Section 1 is amended effective January 1, 1995 as follows:
Effective January 1, 1991;
1. Section 1 is amended to restate Subsection 1.7 and 1.28 as follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $200,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.28 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $200,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
2. Section 9 is amended to restate Subsection 9.8 and 9.9(b) as follows:
9.8 Loan Application, Note and Security
A Participant shall apply for any loan in such manner and with such advance
notice as prescribed by the Administrator. All loans shall be evidenced by a
promissory note, secured only by the portion of the Participant's Account from
which the loan is made, and the Plan shall have a lien on this portion of his
or her Account.
9.9 Default, Suspension and Call Feature
(b) Actions upon Default. In the event of default, the Administrator may
direct the Trustee to report the default as a taxable distribution. As soon as
a Plan withdrawal or distribution to such Participant would otherwise be
permitted, the Administrator may instruct the Trustee to execute upon its
security interest in the Participant's Account by distributing the note to the
Participant.
3. Section 11 is amended to restate Subsection 11.3 as follows:
11.3 Small Amounts Paid Immediately
If, at the time a Participant's employment with all Related Companies ends, the
Participant's vested Account balance is $3,500 or less and at the time of any
earlier withdrawal or distribution the Participant's vested Account balance did
not exceed $3,500, the Participant's benefit shall be paid as a single lump sum
as soon as administratively feasible after his or her employment with all
Related Companies ends in accordance with procedures prescribed by the
Administrator.
4. Section 12 is amended to restate the first paragraph of Subsection 12.3 and
12.3(a) and 12.3(b) as follows:
12.3 Correction of ADP and ACP Tests
If the ADP or ACP tests are not met, the Administrator shall determine, no
later than the end of the next Plan Year, a maximum percentage to be used in
place of the calculated percentage for all HCEs that would reduce the ADP
and/or ACP for the HCE group by a sufficient amount to meet the ADP and ACP
tests. ADP and/or ACP corrections shall be made in accordance with the
leveling method as described in (a) and (b) below.
(a) ADP Correction. The HCE with the highest Deferral percentage shall have
his or her Deferral percentage reduced to the lesser of the extent required to
meet the ADP test or to cause his or her Deferral percentage to equal that of
the HCE with the next highest Deferral percentage. The process shall be
repeated until the ADP test is met.
To the extent and HCE's Pre-Tax Contributions were determined to be reduced as
described in the paragraph above, Pre-Tax Contributions shall, by the end of
the next Plan Year, be refunded (including amounts previously refunded because
they exceeded the Contribution Dollar Limit) to the HCE in an amount equal to
the actual Deferrals minus the product of the maximum percentage and the HCE's
Compensation.
(b) ACP Correction. The HCE with the highest Contribution percentage shall
have his or her Contribution percentage reduced to the lesser of the extent
required to meet the ACP test or to cause his or her Contribution percentage to
equal that of the HCE with the next highest Contribution percentage. The
process shall be repeated until the ACP test is met.
To the extent an HCE's Contributions were determined to be reduced as described
in the paragraph above, Contributions shall, by the end of the next Plan Year,
be refunded to the HCE to the extent vested, and forfeited to the extent such
amounts were not vested, as of the end of the Plan Year being tested in an
amount equal to the actual Contributions minus the product of the maximum
percentage and the HCE's Compensation. The excess amounts shall first be taken
from unmatched After-Tax Contributions and then as a proportional combination
of matched After-Tax and Match Contributions.
5. Section 19 is amended to restate the first paragraph of Subsection 19.1 in
its entirety as follows:
19.1. Amendment
The Company reserves the right to amend this Plan and Trust at any time, to any
extent and in any manner it may deem necessary or appropriate. The Company
(and not the Trustee) shall be responsible for adopting any amendments
necessary to maintain the qualified status of this Plan and Trust under Code
sections 401(a) and 501(a). The Administrator shall have the authority to
adopt Plan and Trust amendments which have no substantial adverse financial
impact upon an Employer or the Plan. Amendments to the Plan and Trust shall be
made in accordance with Section 19.4. All interested parties shall be bound by
any amendment, provided that no amendment shall:
6. Section 19 is amended to restate the first sentence of Subsection 19.3 in
its entirety as follows:
19.3 Plan Termination
The Company may, at any time and for any reason, terminate the Plan in
accordance with Section 19.4, or completely discontinue contributions.
7. Section 19 is amended to add a new Subsection 19.4 and to redesignate each
subsequent Subsection as follows:
19.4 Amendment and Termination Procedures
Any amendment to (including a termination of) the Plan and Trust by the Company
shall be made only pursuant to action of the Board of Directors of the Company
("Board") including action of the Executive Committee on behalf of the Board as
authorized in the Company Bylaws in accordance with the Board's normal
procedures and evidenced in writing. Upon such action by or on behalf of the
Board, and execution of an instrument of amendment by the Company and the
Trustee, the Plan and Trust shall be deemed amended as of the date specified as
the effective date by such Board action and as provided in the instrument of
amendment. If no effective date is specified, the amendment shall be effective
as of the date of the Board action. The effective date of any amendment may be
before, on or after the date of such Board action.
Any amendment to the Plan and Trust by the Committee, as Administrator, shall
be made by written instrument of amendment, executed on behalf of the
Committee, pursuant to Committee action in accordance with Section 15.7, and on
behalf of the Trustee. The Plan and Trust shall be deemed amended as of the
date specified as the effective date in the instrument of amendment.
Effective January 1, 1993;
1. Section 1 is amended to add new Subsections 1.10, 1.12, 1.15, and 1.16 and
to redesignate existing subsections as follows:
1.10 "Direct Rollover." A payment from the Plan to an Eligible Retirement
Plan specified by a Distributee.
1.12 "Distributee." An Employee or former Employee, the surviving spouse of
an Employee or former Employee and a spouse or former spouse of an Employee or
former Employee determined to be an alternate payee under a QDRO.
1.15 "Eligible Retirement Plan." An individual retirement account described
in Code section 408(a), an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), that accepts a Distributee's
Eligible Rollover Distribution, except that with regard to an Eligible Rollover
Distribution to a surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
1.16 "Eligible Rollover Distribution". A distribution of all or any portion
of the balance to the credit of a Distributee, excluding a distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of a Distributee or the
joint lives (or joint life expectancies) of a Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or more; a
distribution to the extent such distribution is required under Code section
401(a)(9); and the portion of a distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities).
2. Section 4 is amended to restate Subsection 4.1 as follows:
4.1 Rollovers
The Administrator may authorize the Trustee to accept a rollover contribution
in cash, within the meaning of Code section 402(c) or 408(d)(3)(A)(ii),
directly from an Eligible Employee or as a Direct Rollover from another
qualified plan on behalf of the Eligible Employee, even if he or she is not yet
a Participant. The Employee shall be responsible for furnishing satisfactory
evidence, in such manner as prescribed by the Administrator, that the amount is
eligible for rollover treatment. A rollover contribution received directly
from an Eligible Employee must be paid to the Trustee in cash within 60 days
after the date received by the Eligible Employee from a qualified plan or
conduit individual retirement account. Contributions described in this
paragraph shall be posted to the applicable Employee's Rollover Account as of
the date received by the Trustee.
If it is later determined that an amount contributed pursuant to the above
paragraph did not in fact qualify as a rollover contribution under Code section
402(c) or 408(d)(3)(A)(ii), the balance credited to the Employee's Rollover
Account shall immediately be (1) segregated from all other Plan assets, (2)
treated as a nonqualified trust established by and for the benefit of the
Employee, and (3) distributed to the Employee. Any such nonqualifying rollover
shall be deemed never to have been a part of the Plan.
3. Section 10 is amended to restate Subsections 10.4(b) and (e) as follows:
10.4 Withdrawal Processing
(b) Application by Participant. A Participant shall apply for any type of
withdrawal in such manner and with such advance notice as prescribed by the
Administrator. The Participant shall be provided the notice prescribed by Code
Section 402(f).
If a withdrawal is one to which Code sections 401(a)(11) and 417 do not apply,
such withdrawal may commence less than 30 days after the aforementioned notice
is provided, if:
(1) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notice to consider his or her option
to elect or not elect a Direct Rollover for the portion, if any, of his or her
withdrawal which will constitute an Eligible Rollover Distribution; and
(2) the Participant after receiving such notice, affirmatively elects to make
or not make a Direct Rollover.
(e) Medium and Form of Payment. The medium of payment for a withdrawal shall
be cash. Alternatively, payment may be made in a combination of cash and whole
shares of Employer common stock (to the extent invested in the Employer Common
Stock Fund). With regard to the portion of a withdrawal representing an
Eligible Rollover Distribution, a Participant may elect to have such amount
paid as Direct Rollover to an Eligible Retirement Plan. The form of payment
for withdrawals shall be a single installment.
4. Section 11 is amended to restate Subsections 11.1 and 11.2 as follows:
11.1 Benefit Election
A Participant, or his or her Beneficiary in the case of his or her death, shall
be provided with information regarding all optional times and forms of
distribution available to include the notices prescribed by Code sections
402(f) and 411(a)(11). Subject to the other requirements of this Section, a
Participant, or his or her Beneficiary in the case of his or her death, may
elect, in such manner and with such advance notice as prescribed by the
Administrator, to have his or her vested Account balance paid to him or her
beginning upon any Settlement Date following his or her termination of
employment with all Related Companies.
If a distribution is one to which Code sections 401(a)(11) and 417 do not
apply, such distribution may commence less than 30 days after the
aforementioned notices are provided, if:
(a) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notices to consider the decision of
whether to elect a distribution and if so to elect a particular form of
distribution and to elect or not elect a Direct Rollover for the portion, if
any, of his or her distribution which will constitute an Eligible Rollover
Distribution; and
(b) the Participant after receiving such notices, affirmatively elects to
receive a distribution and to make or not make a Direct Rollover.
11.2 Payment Form and Medium
A Participant may elect to be paid in any of these forms:
(a) a single lump sum, or
(b) partial payments, limited to four per year, or
(c) periodic quarterly installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary.
Distributions shall generally be made in cash. Alternatively, payment may be
made in a combination of cash and whole shares of Employer common stock (to the
extent invested in the Employer Common Stock Fund). With regard to the portion
of a distribution representing an Eligible Rolllover Distribution, a
Distributee may elect to have all or a portion of such amount paid as a Direct
Rollover to an Eligible Retirement Plan.
4. Section 17 is amended to restate Subsection 17.4(a) as follows:
17.4 Tax Withholding and Payment
(a) Withholding. The Trustee shall calculate and withhold federal (and, if
applicable, state) income taxes with regard to any Eligible Rollover
Distribution that is not paid as a Direct Rollover. With regard to any taxable
distribution that is not an Eligible Rollover Distribution, the Trustee shall
calculate and withhold federal (and, if applicable, state) income taxes in
accordance with the Participant's withholding election.
Effective January 1, 1995;
1. Section 1 is amended to restate Subsection 1.7 and 1.32 (formerly 1.28) as
follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $150,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.32 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $150,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
Date: June 3, 1994 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: Senior Vice President-Finance
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: June 23, 1994 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Roger T. Meyer
Title: Vice President
EXHIBIT 99.7
Branch Plant Hourly Savings Plan - Amendment No. 1
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Branch
Plant Hourly Employees 401(k) Savings Plan (Registration No. 33-56620). The
following document is hereby filed as Amendment No. 1 to this registration
statement.
Amendment No. 1
to the
Longview Fibre Company Branch Plant Hourly Employees'
401(k) Plan and Trust
WHEREAS, Longview Fibre Company ("the Company") approved and adopted the
Longview Fibre Company Branch Plant Hourly Employees' 401(k) Plan (the "Plan")
and Trust Agreement (the "Trust") with 401(k) Provisions which were originally
effective June 1, 1977, most recently restated effective November 1, 1990, and
subsequently amended;
WHEREAS, Section 19.1 of the Plan provides that the Company reserves the
right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Sections 1,4,9,10,11,12 and 17 are amended
effective March 1, 1993, and Section 1 is amended effective January 1, 1994 as
follows:
Effective March 1, 1993;
1. Section 1 is amended to restate Subsection 1.7, to add new Subsections
1.10, 1.12, 1.15 and 1.16, to redesignate existing Subsections and to restate
Subsections 1.14 and 1.31 (currently designated as Subsections 1.12 and 1.27)
as follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $200,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.10 "Direct Rollover". A payment from the Plan to an Eligible Retirement
Plan specified by a Distributee.
1.12 "Distributee". An Employee or former Employee, the surviving spouse of
an Employee or former Employee and a spouse or former spouse of an Employee or
former Employee determined to be an alternate payee under a QDRO.
1.14 "Eligible Employee". An Employee of the Employer, except a Leased
Employee, who is not otherwise eligible for a profit sharing plan as described
in Code section 401(a), which includes a qualified cash or deferred
arrangement, as described in Code section 401(k), as sponsored by the Employer.
1.15 "Eligible Retirement Plan". An individual retirement account described in
Code section 408(a), an individual retirement annuity described in Code section
408(b), an annuity plan described in Code section 403(a), or a qualified trust
described in Code section 401(a), that accepts a Distributee's Eligible
Rollover Distribution, except that with regard to an Eligible Rollover
Distribution to a surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
1.16 "Eligible Rollover Distribution". A distribution of all or any portion
of the balance to the credit of a Distributee, excluding a distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of a Distributee or the
joint lives (or joint life expectancies) of a Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or more; a
distribution to the extent such distribution is required under Code section
401(a)(9); and the portion of a distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities).
1.31 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $200,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
2. Section 4 is amended to restate Subsection 4.1 as follows:
4.1 Rollovers
The Administrator may authorize the Trustee to accept a rollover contribution
in cash, within the meaning of Code section 402(c) or 408(d)(3)(A)(ii),
directly from an Eligible Employee or as a Direct Rollover from another
qualified plan on behalf of the Eligible Employee, even if he or she is not yet
a Participant. The Employee shall be responsible for furnishing satisfactory
evidence, in such manner as prescribed by the Administrator, that the amount is
eligible for rollover treatment. A rollover contribution received directly
from an Eligible Employee must be paid to the Trustee in cash within 60 days
after the date received by the Eligible Employee from a qualified plan or
conduit individual retirement account. Contributions described in this
paragraph shall be posted to the applicable Employee's Rollover Account as of
the date received by the Trustee.
If it is later determined that an amount contributed pursuant to the above
paragraph did not in fact qualify as a rollover contribution under Code section
402(c) or 408(d)(3)(A)(ii), the balance credited to the Employee's Rollover
Account shall immediately be (1) segregated from all other Plan assets, (2)
treated as a nonqualified trust established by and for the benefit of the
Employee, and (3) distributed to the Employee. Any such nonqualifying rollover
shall be deemed never to have been a part of the Plan.
3. Section 9 is amended to restate Subsection 9.8 and 9.9(b) as follows:
9.8 Loan Application, Note and Security
A Participant shall apply for any loan in such manner and with such advance
notice as prescribed by the Administrator. All loans shall be evidenced by a
promissory note, secured only by the portion of the Participant's Account from
which the loan is made, and the Plan shall have a lien on this portion of his
or her Account.
9.9 Default, Suspension and Call Feature
(b) Actions upon Default. In the event of default, the Administrator may
direct the Trustee to report the default as a taxable distribution. As soon as
a Plan withdrawal or distribution to such Participant would otherwise be
permitted, the Administrator may instruct the Trustee to execute upon its
security interest in the Participant's Account by distributing the note to the
Participant.
4. Section 10 is amended to restate Subsections 10.4(b) and (e) as follows:
10.4 Withdrawal Processing
(b) Application by Participant. A Participant shall apply for any type of
withdrawal in such manner and with such advance notice as prescribed by the
Administrator. The Participant shall be provided the notice prescribed by Code
Section 402(f).
If a withdrawal is one to which Code sections 401(a)(11) and 417 do not apply,
such withdrawal may commence less than 30 days after the aforementioned notice
is provided, if:
(1) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notice to consider his or her option
to elect or not elect a Direct Rollover for the portion, if any, of his or her
withdrawal which will constitute an Eligible Rollover Distribution; and
(2) the Participant after receiving such notice, affirmatively elects to make
or not make a Direct Rollover.
(e) Medium and Form of Payment. The medium of payment for a withdrawal shall
be cash. Alternatively, payment may be made in a combination of cash and whole
shares of Employer common stock (to the extent invested in the Employer Common
Stock Fund). With regard to the portion of a withdrawal representing an
Eligible Rollover Distribution, a Participant may elect to have such amount
paid as Direct Rollover to an Eligible Retirement Plan. The form of payment
for withdrawals shall be a single installment.
5. Section 11 is amended to restate Subsections 11.1, 11.2 and 11.3 as
follows:
11.1 Benefit Election
A Participant, or his or her Beneficiary in the case of his or her death, shall
be provided with information regarding all optional times and forms of
distribution available to include the notices prescribed by Code sections
402(f) and 411(a)(11). Subject to the other requirements of this Section, a
Participant, or his or her Beneficiary in the case of his or her death, may
elect, in such manner and with such advance notice as prescribed by the
Administrator, to have his or her vested Account balance paid to him or her
beginning upon any Settlement Date following his or her termination of
employment with all Related Companies.
If a distribution is one to which Code sections 401(a)(11) and 417 do not
apply, such distribution may commence less than 30 days after the
aforementioned notices are provided, if:
(a) the Participant is clearly informed that he or she has a right to a period
of at least 30 days after receipt of such notices to consider the decision of
whether to elect a distribution and if so to elect a particular form of
distribution and to elect or not elect a Direct Rollover for the portion, if
any, of his or her distribution which will constitute an Eligible Rollover
Distribution; and
(b) the Participant after receiving such notices, affirmatively elects to
receive a distribution and to make or not make a Direct Rollover.
11.2 Payment Form and Medium
A Participant may elect to be paid in any of these forms:
(a) a single lump sum, or
(b) partial payments, limited to four per year, or
(c) periodic quarterly installments over a period not to exceed the life
expectancy of the Participant and his or her Beneficiary.
Distributions shall generally be made in cash. Alternatively, payment may be
made in a combination of cash and whole shares of Employer common stock (to the
extent invested in the Employer Common Stock Fund). With regard to the portion
of a distribution representing an Eligible Rolllover Distribution, a
Distributee may elect to have all or a portion of such amount paid as a Direct
Rollover to an Eligible Retirement Plan.
11.3 Small Amounts Paid Immediately
If, at the time a Participant's employment with all Related Companies ends, the
Participant's vested Account balance is $3,500 or less and at the time of any
earlier withdrawal or distribution the Participant's vested Account balance did
not exceed $3,500, the Participant's benefit shall be paid as a single lump sum
as soon as administratively feasible after his or her employment with all
Related Companies ends in accordance with procedures prescribed by the
Administrator.
6. Section 12 is amended to restate the first paragraph of Subsection 12.3 and
12.3(a) and 12.3(b) as follows:
If the ADP or ACP tests are not met, the Administrator shall determine, no
later than the end of the next Plan Year, a maximum percentage to be used in
place of the calculated percentage for all HCEs that would reduce the ADP
and/or ACP for the HCE group by a sufficient amount to meet the ADP and ACP
tests. ADP and/or ACP corrections shall be made in accordance with the
leveling method as described in (a) and (b) below.
(a) ADP Correction. The HCE with the highest Deferral percentage shall have
his or her Deferral percentage reduced to the lesser of the extent required to
meet the ADP test or to cause his or her Deferral percentage to equal that of
the HCE with the next highest Deferral percentage. The process shall be
repeated until the ADP test is met.
To the extent and HCE's Pre-Tax Contributions were determined to be reduced as
described in the paragraph above, Pre-Tax Contributions shall, by the end of
the next Plan Year, be refunded (including amounts previously refunded because
they exceeded the Contribution Dollar Limit) to the HCE in an amount equal to
the actual Deferrals minus the product of the maximum percentage and the HCE's
Compensation.
(b) ACP Correction. The HCE with the highest Contribution percentage shall
have his or her Contribution percentage reduced to the lesser of the extent
required to meet the ACP test or to cause his or her Contribution percentage to
equal that of the HCE with the next highest Contribution percentage. The
process shall be repeated until the ACP test is met.
To the extent an HCE's Contributions were determined to be reduced as described
in the paragraph above, Contributions shall, by the end of the next Plan Year,
be refunded to the HCE to the extent vested, and forfeited to the extent such
amounts were not vested, as of the end of the Plan Year being tested in an
amount equal to the actual Contributions minus the product of the maximum
percentage and the HCE's Compensation. The excess amounts shall first be taken
from unmatched After-Tax Contributions and then as a proportional combination
of matched After-Tax and Match Contributions.
7. Section 17 is amended to restate Subsection 17.4(a) as follows:
19.1. Amendment
The Company reserves the right to amend this Plan and Trust at any time, to any
extent and in any manner it may deem necessary or appropriate. The Company
(and not the Trustee) shall be responsible for adopting any amendments
necessary to maintain the qualified status of this Plan and Trust under Code
sections 401(a) and 501(a). The Administrator shall have the authority to
adopt Plan and Trust amendments which have no substantial adverse financial
impact upon an Employer or the Plan. Amendments to the Plan and Trust shall be
made in accordance with Section 19.4. All interested parties shall be bound by
any amendment, provided that no amendment shall:
6. Section 19 is amended to restate the first sentence of Subsection 19.3 in
its entirety as follows:
19.3 Plan Termination
The Company may, at any time and for any reason, terminate the Plan in
accordance with Section 19.4, or completely discontinue contributions.
7. Section 19 is amended to add a new Subsection 19.4 and to redesignate each
subsequent Subsection as follows:
17.4 Tax Withholding and Payment
(a) Withholding. The Trustee shall calculate and withhold federal (and, if
applicable, state) income taxes with regard to any Eligible Rollover
Distribution that is not paid as a Direct Rollover. With regard to any taxable
distribution that is not an Eligible Rollover Distribution, the Trustee shall
calculate and withhold federal (and, if applicable, state) income taxes in
accordance with the Participant's withholding election.
Effective January 1, 1994;
1. Section 1 is amended to restate Subsection 1.7 and 1.31 as follows:
1.7 "Compensation". The sum of a Participant's Taxable Income and salary
reductions, if any, pursuant to Code sections 125, 402(e)(3), 402(h), 403(b),
414(h)(2) or 457.
For purposes of determining benefits under this Plan, Compensation is limited
to $150,000 (as indexed for the cost of living pursuant to Code sections
401(a)(17) and 415(d) per Plan Year. For purposes of the preceding sentence,
in the case of an HCE who is a 5% Owner or one of the 10 most highly
compensated Employees, (I) such HCE and such HCE's family group (as defined
below) shall be treated as a single employee and the Compensation of each
family group member shall be aggregated with the Compensation of such HCE, and
(ii) the limitation on Compensation shall be allocated among such HCE and his
or her family group members in proportion to each individual's Compensation
before the application of this sentence. For purposes of this Section, the
term "family group" shall mean an Employee's spouse and lineal descendants who
have not attained age 19 before the close of the year in question.
For the purpose of determining HCEs and key employees, Compensation for the
entire Plan Year shall be used. For the purpose of determining ADP and ACP,
Compensation shall be limited to amounts paid to an Eligible Employee while a
Participant.
1.31 "Pay". All cash compensation paid to an Eligible Employee by an Employer
while a Participant during the current period. Pay excludes reimbursements or
other expense allowances, cash and non-cash fringe benefits, moving expenses,
deferred compensation and welfare benefits.
Pay is neither increased nor decreased by any salary credit or reduction
pursuant to Code sections 125 or 402(e)(3). Pay is limited to $150,000 (as
indexed for the cost of living pursuant to Code sections 401(a)(17) and 415(d)
per Plan Year.
Date: March 9, 1994 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: Senior Vice President-Finance
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: March 16, 1994 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Francis Williams
Title: Vice President
EXHIBIT 99.8
Branch Plant Hourly Savings Plan - Amendment No. 2
This exhibit amends a registration statement on Form S-8 with respect to the
offer and sale of securities pursuant to the Longview Fibre Company Branch
Plant Hourly Employees 401(k) Savings Plan (Registration No. 33-56620). The
following document is hereby filed as Amendment No. 2 to this registration
statement.
Amendment No. 2
to the
Longview Fibre Company Branch Plant Hourly Employees'
401(k) Plan and Trust
WHEREAS, Longview Fibre Company approved and adopted the Longview Fibre
Company Branch Plant Hourly Employees' 401(k) Plan (the "Plan") and Trust
Agreement (the "Trust") which were originally effective March 1, 1993;
WHEREAS, Section 19.12 of the Plan provides that the Company reserves the
right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Section 19 is amended effective March 1, 1993
as follows:
1. Section 19 is amended to restate the first paragraph of Subsection 19.1 in
its entirety as follows:
19.1 Amendment
The Company reserves the right to amend this Plan and Trust at any time, to any
extent and in any manner it may deem necessary or appropriate. The Company
(and not the Trustee) shall be responsible for adopting any amendments
necessary to maintain the qualified status of this Plan and Trust under Code
sections 401(a) and 501(a). The Administrator shall have the authority to
adopt Plan and Trust amendments which have not substantial adverse financial
impact upon an Employer or the Plan. Amendments to the Plan and Trust shall be
made in accordance with Section 19.4. All interested parties shall be bound by
any amendment, provided that no amendment shall:
2. Section 19 is amended to restate the first sentence of Subsection 19.3 in
its entirety as follows:
19.3 Plan Termination
The Company may, at any time and for any reason, terminate the Plan in
accordance with Section 19.4, or completely discontinue contributions.
3. Section 19 is amended to add a new Subsection 19.4 and to redesignate each
subsequent subsection as follows:
19.4 Amendment and Termination Procedures
Any amendment to (including a termination of) the Plan and Trust by the Company
shall be made only pursuant to action of the Board of Directors of the Company
("Board") including action of the Executive Committee on behalf of the Board as
authorized in the Company Bylaws in accordance with the Board's normal
procedures and evidenced in writing. upon such action by or on behalf of the
Board, and execution of an instrument of amendment by the Company and the
Trustee, the Plan and Trust shall be deemed amended as of the date specified as
the effective date by such Board action and as provided in the instrument of
amendment. If no effective date is specified, the amendment shall be effective
as of the date of the Board action. The effective date of any amendment may be
before, on or after the date of such Board action.
Any amendment to the Plan and Trust by the Committee, as Administrator, shall
be made by written instrument of amendment, executed on behalf of the
Committee, pursuant to Committee action in accordance with Section 15.7, and on
behalf of the Trustee. The Plan and Trust shall be deemed amended as of the
date specified as the effective date in the instrument of amendment.
Date: June 3, 1994 LONGVIEW FIBRE COMPANY
By:\s\ L. J. Holbrook
Title: Senior Vice President-Finance
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Date: June 23, 1994 WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Dolores Upton
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:\s\ Roger T. Meyer
Title: Vice President
