-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBMIuvPTSGmSwh2m1/TuBobN576JwDaD3RDTFjtDG4O0tyPxXsYNsGbxRNAurM+b ElOfkx+KR+tk1IWd0n5M6g== 0000903423-06-000841.txt : 20060707 0000903423-06-000841.hdr.sgml : 20060707 20060707143417 ACCESSION NUMBER: 0000903423-06-000841 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 EFFECTIVENESS DATE: 20060707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGVIEW FIBRE CO CENTRAL INDEX KEY: 0000060302 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 910298760 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10061 FILM NUMBER: 06950882 BUSINESS ADDRESS: STREET 1: P O BOX 639 STREET 2: 300 FIBRE WAY CITY: LONGVIEW STATE: WA ZIP: 98632 BUSINESS PHONE: 360-425-1550 MAIL ADDRESS: STREET 1: PO BOX 639 CITY: LONGVIEW STATE: WA ZIP: 98632 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Obsidian Finance Group, LLC CENTRAL INDEX KEY: 0001355596 IRS NUMBER: 481307879 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 10260 SW GREENBURG ROAD STREET 2: SUITE 1150 CITY: PORTLAND STATE: OR ZIP: 97223 BUSINESS PHONE: 503-245-8800 MAIL ADDRESS: STREET 1: 10260 SW GREENBURG ROAD STREET 2: SUITE 1150 CITY: PORTLAND STATE: OR ZIP: 97223 DFAN14A 1 obsidian-dfan14a_0707.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.        )

 

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

o

Preliminary Proxy Statement

 

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))

o

Definitive Proxy Statement

 

o

Definitive Additional Materials

 

x

Soliciting Material under §240.14a-12

 

 

LONGVIEW FIBRE COMPANY

 

(Name of Registrant as Specified In Its Charter)

 

OBSIDIAN FINANCE GROUP, LLC

THE CAMPBELL GROUP, LLC

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

1)

Title of each class of securities to which transaction applies:

                                                                                                                                                                               

 

2)

Aggregate number of securities to which transaction applies:

                                                                                                                                        &nbs p;                                       

 

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

                                                                                                                                                                               

 

4)

Proposed maximum aggregate value of transaction:

                                                                                                                                                &n bsp;                              

 

5)

Total fee paid:

                                                                                                                                                &nb sp;                              

 

 

 

 



 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1)

Amount Previously Paid:                                                                                                                              

 

2)

Form, Schedule or Registration Statement No.:                                                                                         

 

3)

Filing Party:                                                                                                                                                     

 

4)

Date Filed:                                                                                                                                                     &nbs p; 

 

 

 

 

 

 

 

 



 

 

On July 7, 2006, Obsidian Finance Group, LLC (“Obsidian”) and The Campbell Group, LLC (“Campbell”) issued a press release relating to Longview Fibre Company (“Longview” or “the Company”). A copy of the press release is filed herewith as Exhibit 1.

 

In connection with the solicitation of proxies with respect to a special meeting of shareholders of Longview Fibre Company, Obsidian Finance Group, LLC and The Campbell Group, LLC expect to file with the Securities and Exchange Commission (“SEC”) a proxy statement which shareholders are advised to read as it will contain important information. Shareholders will be able to obtain a free copy of such proxy statement (when and if available), the definitive solicitation statement filed by Obsidian and Campbell on June 1, 2006 in connection with their solicitation of agent designations from Longview Fibre shareholders (the “solicitation statement”), and other relevant documents filed with the SEC from the SEC website at www.sec.gov. Such proxy statement (when and if available) and the solicitation statement also will be provided for free upon request to shareholders by Obsidian and Campbell.

 

Information concerning Obsidian, Campbell and certain of the officers and employees of Obsidian and Campbell, each of whom may be deemed to be a participant in a solicitation by Obsidian and Campbell of proxies with respect to a special meeting of Longview shareholders, including a description of their direct and indirect interests, by security holdings or otherwise, in the matters to be acted upon at such meeting, may be found in a Schedule 14A filed pursuant to Rule 14a-12 by Obsidian and Campbell on April 18, 2006. A copy of such document is available on the SEC website at www.sec.gov.

 

 

 

 

 

 

 


EX-1 2 obsidian-ex1_0707.htm Untitled Document

 

 

Exhibit 1

 

FOR IMMEDIATE RELEASE

 

Obsidian Finance Group and The Campbell Group Remain Committed to

All-Cash Proposal to Acquire Longview Fibre

 

Record date for special meeting has been set for July 14


           

 

PORTLAND, OREGON – July 7, 2006 – Obsidian Finance Group, LLC, a private equity firm, together with The Campbell Group, LLC, a timber investment management company, have been advised that the New York Stock Exchange (NYSE) has sent a notice of record date for the September 12, 2006 special meeting of shareholders of Longview Fibre Company (NYSE: LFB). According to the notice, the record date for the meeting has been set for July 14, 2006. The purpose of the special meeting is to consider and vote on the proposals advanced by Obsidian and Campbell in their solicitation statement filed with the Securities Exchange Commission on June 1, 2006. Shareholders are advised to take appropriate action to accommodate the July 14 record date so they can properly vote their shares.

 

Obsidian and Campbell submitted a letter dated June 28, 2006 to the Board of Directors of Longview Fibre outlining their increased all-cash proposal to $20.51 per share, assuming that the shares to be issued in the upcoming special distribution are issued at $20.51. The new proposal equates to a pre-distribution price of $28.05 per share and represents a 47% premium to the 20-day moving average closing price of Longview Fibre’s common stock on March 3, 2006, the last full trading day prior to the date the initial proposal was first announced. To date, the Company has not responded directly to Obsidian and Campbell regarding the increased proposal, even though a response was requested by July 6, 2006.

 

* * *

About Obsidian Finance Group

Obsidian Finance Group, LLC, is a private equity group bringing a multi-disciplinary approach to finding and creating value through solving difficult and complex financial problems. Obsidian typically brings capital as well as creativity in the search for the optimal solution. For more information on Obsidian, please go to www.obsidianfinance.com.

 

About the Campbell Group

The Campbell Group, LLC, is a vertically integrated, full-service timberland investment advisory firm founded in 1981 to acquire and manage timberland for investors. The Campbell Group is one of the largest timber investment managers in the world with more than $2 billion of equity commitments available for additional timberland investments. More information is available at www.campbellgroup.com.

 

In connection with the solicitation of proxies with respect to a special meeting of shareholders of Longview Fibre Company, Obsidian Finance Group, LLC and The Campbell Group, LLC expect to file with the Securities and Exchange Commission (“SEC”) a proxy statement which shareholders

 

 

 

 

 

 



 

are advised to read as it will contain important information. Shareholders will be able to obtain a free copy of such proxy statement (when and if available), the definitive solicitation statement filed by Obsidian and Campbell on June 1, 2006 in connection with their solicitation of agent designations from Longview Fibre shareholders (the “solicitation statement”), and other relevant documents filed with the SEC from the SEC website at www.sec.gov. Such proxy statement (when and if available) and the solicitation statement also will be provided for free upon request to shareholders by Obsidian and Campbell.

 

Information concerning Obsidian, Campbell and certain of the officers and employees of Obsidian and Campbell, each of whom may be deemed to be a participant in a solicitation by Obsidian and Campbell of proxies with respect to a special meeting of Longview shareholders, including a description of their direct and indirect interests, by security holdings or otherwise, in the matters to be acted upon at such meeting, may be found in a Schedule 14A filed pursuant to Rule 14a-12 by Obsidian and Campbell on April 18, 2006. A copy of such document is available on the SEC website at www.sec.gov.

 

 

Media Contacts:

 

Drew Brown/Lesley Bogdanow

Citigate Sard Verbinnen

212-687-8080

Kelly O’Brien

Hubbell Communications

503-796-3013

 

 

Investor Contacts:

 

David Brown/Kevin Padrick

Obsidian Finance Group

503-245-8800

Daniel Burch/ Lawrence Dennedy

MacKenzie Partners, Inc.

212-929-5500

 

 

 

 

 

 

 

 

 

 

 

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