UNITED STATES
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
December 18, 1998
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(Date of Report (Date of earliest event reported))
LONGVIEW FIBRE COMPANY
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(Exact name of Registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
0-1370 91-0298760
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(Commission File Number) (I.R.S. Employer Identification No.)
300 Fibre Way
Longview, Washington 98632
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(Address of principal executive offices) (Zip Code)
(360) 425-1550
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 8, 1998, the Board of Directors of the Company approved, and on
December 18, 1998 the Company executed, a second amendment (the "Second
Amendment") to the Rights Agreement dated as of March 1, 1989 (the "Rights
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as
successor Rights Agent, such Rights Agreement having been amended as of December
6, 1996 by Amendment No.1.
Under the Second Amendment certain changes have been made to correct a
defective and inconsistent provision in the Rights Agreement that was introduced
by the First Amendment.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Second Amendment which is attached as
Exhibit 4 hereto and is hereby incorporated herein by reference.
Item 7. Exhibits.
(c) Exhibits.
4. Second Amendment dated as of December 18, 1998 to Rights Agreement dated as
of March 1, 1989 between the Company and ChaseMellon Shareholder Services,
L.L.C., as successor Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LONGVIEW FIBRE COMPANY
By: /s/ LISA J. HOLBROOK
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Name: Lisa J. Holbrook
Title: Senior Vice President-Finance,
Secretary and Treasurer
Dated: December 18, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4 Second Amendment to Rights Agreement, dated as of December 18,
1998 between Longview Fibre Company and Chasemellon Shareholder
Services, L.L.C.
EXHIBIT 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Second Amendment") is made
effective as of December 18, 1998, by and between LONGVIEW FIBRE COMPANY, a
Washington corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES,
L.L.C. (the "Agent"). All capitalized terms used in this Second Amendment and
not defined herein shall have the meanings assigned thereto in the Agreement,
unless the context otherwise requires.
W I T N E S S E T H
WHEREAS, the Company and the Bank of California, N.A., entered into a
Rights Agreement (the "Agreement") dated as of March 1, 1989, providing for such
bank to act as agent for the Company and the holders of the Rights in accordance
with the terms and conditions of the Agreement; and
WHEREAS, the Agent is the successor to The Bank of California, N.A., as the
Rights Agent; and
WHEREAS, the Company and the Agent executed a First Amendment to Rights
Agreement (the "First Amendment") effective as of December 6, 1996; and
WHEREAS, the Board of Directors desires to correct a defective and
inconsistent provision in the Agreement that was introduced by the First
Amendment; and
WHEREAS, Section 27 of the Agreement, as amended, provides that upon
satisfaction of certain conditions, all of which are satisfied, the Agreement
may be amended without the approval of any holders of certificates representing
shares of the Company's Common Stock.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereby
agree to amend the Agreement by amending and restating Section 11(a)(ii)(A) of
the Agreement to read in its entirety as follows:
(A) any Person (other than (1) the Company, (2) any Subsidiary of the
Company, (3) any employee benefit plan of the Company or of any Subsidiary
of the Company or any Person or entity organized, appointed or established
by the Company for or pursuant to the terms of any such plan or (4) the
Approved Group), alone or together with its Affiliates and Associates,
shall, at any time after the Rights Dividend Declaration Date, become the
Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding, unless the event causing the 10% threshold to be crossed is a
transaction set forth in Section 13(a) hereof, or
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the day and year first above written.
LONGVIEW FIBRE COMPANY
By: /s/ LISA J. HOLBROOK
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Name: Lisa J. Holbrook
Title: Senior Vice President-Finance,
Secretary and Treasurer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ ASA DREW
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Name: Asa Drew
Title: Assistant Vice President
