-----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, BrFCgxUEDdhskG8zlU1F79PEsV93cdMFAwqwg1wYJ6lsRvIEO+4edwVI8FlKDzS4 hnTRxOe1oiplxJfQDNC4YA== 0000902664-06-001000.txt : 20060310 0000902664-06-001000.hdr.sgml : 20060310 20060309201010 ACCESSION NUMBER: 0000902664-06-001000 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PW EAGLE INC CENTRAL INDEX KEY: 0000852426 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 411642846 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40551 FILM NUMBER: 06677341 BUSINESS ADDRESS: STREET 1: 222 SOUTH NINTH STREET STREET 2: SUITE 2880 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123050339 MAIL ADDRESS: STREET 1: 222 SOUTH NINTH STREET STREET 2: SUITE 2880 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE PACIFIC INDUSTRIES INC/MN DATE OF NAME CHANGE: 19950726 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HAWK HOLDINGS INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BHH INC DATE OF NAME CHANGE: 19891019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D 1 sc13d.txt PW EAGLE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* PW Eagle, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 69366Y108 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Hudson Jr. Pirate Capital LLC 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) -------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------ --------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 2 OF 9 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PIRATE CAPITAL LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,000,000 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,000,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,000,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 3 OF 9 PAGES - ------------------------------ --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THOMAS R. HUDSON JR. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,000,000 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,000,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,000,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS - ------------------------------ --------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 4 OF 9 PAGES - ------------------------------ --------------------- Item 1. SECURITY AND ISSUER This statement relates to the shares of common stock, par value $0.01 (the "Shares"), of PW Eagle, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 1550 Valley River Drive, Eugene, Oregon 97401. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Pirate Capital LLC, a Delaware limited liability company, and Thomas R. Hudson Jr. (together, the "Reporting Persons"). Each of the Reporting Persons is deemed to be the beneficial owner of the Shares held by Jolly Roger Fund LP, a Delaware limited partnership and an investment fund, Jolly Roger Offshore Fund LTD, a British Virgin Islands company and an investment fund, and Jolly Roger Activist Portfolio Company LTD, a Cayman Islands exempted company and an investment fund (together, the "Holders"). The Reporting Persons disclaim that they and/or the Holders are members of a group as defined in Regulation 13D-G. (b) The principal business address of the Reporting Persons is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. (c) The principal business of Pirate Capital LLC is providing investment management services to investment partnerships and other entities. Thomas R. Hudson Jr. is the sole owner and Managing Member of Pirate Capital LLC. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Thomas R. Hudson Jr. is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of the Shares reported herein were derived from available capital of the Holders. A total of approximately $44,900,245 was paid to acquire such Shares. - --------------------------- ------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 5 OF 9 PAGES - --------------------------- ------------------- ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons originally acquired Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to encourage the Issuer to actively pursue strategic alternatives to maximize shareholder value, including the potential sale of the company. On March 9, 2006, Jolly Roger Fund LP (the "Fund") notified the Issuer of its intent to make certain nominations and proposals at the Issuer's 2006 annual meeting of shareholders (the "Annual Meeting"). A copy of such notice is attached hereto as Exhibit B and incorporated herein by reference. The Fund's nominations and proposals are intended to provide shareholders with the opportunity to effectuate a change in the majority of the Board of Directors of the Issuer (the "Board"). The notice, in general, sets forth the Fund's intention to make the following proposals and nominations at the Annual Meeting: (i) to nominate one candidate for election as a director to fill the seat scheduled to be up for election at the Annual Meeting, (ii) to repeal any amendments to the Issuer's By-Laws, as last publicly filed by the Issuer, that are adopted by the Board and not by the shareholders, (iii) to remove any directors appointed or elected by the Board and not by the shareholders since the last annual meeting of shareholders, (iv) to amend the Issuer's By-Laws to allow shareholders to fill vacancies on the Board, including those vacancies resulting from a removal of directors or an increase in the number of directors, (v) to amend the Issuer's By-Laws to provide that if conflicting proposals to set the number of directors are presented at an annual meeting of shareholders and receive sufficient votes to be approved, then the proposal receiving the greatest number of votes will carry, (vi) to set the size of the Board at nine directors, and (vii) should the proposal to set the size of the Board be set at nine be approved, to nominate four candidates for election as directors to fill the four vacancies created by the increase in the size of the Board. The Reporting Persons intend to solicit proxies on behalf of the Fund's nominations and proposals. On March 9, 2006, the Fund also demanded the opportunity to examine and copy certain books, records and documents of the Issuer pursuant to Minnesota law. A copy of such demand is attached hereto as Exhibit C and incorporated herein by reference. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in the Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. - --------------------------- ------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 6 OF 9 PAGES - --------------------------- ------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on March 9, 2006, the Reporting Persons beneficially owned 2,000,000 Shares, constituting approximately 17.9% of the Shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 11,191,751 Shares outstanding, which is the total number of Shares outstanding as of January 2, 2006 as reported in the Issuer's Registration Statement on Form S-1 filed on January 25, 2006. (b) By virtue of its position as general partner of Jolly Roger Fund LP, Pirate Capital LLC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 835,486 Shares held by Jolly Roger Fund LP. By virtue of agreements with Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, Pirate Capital LLC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 414,514 Shares and 750,000 Shares held by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, respectively. By virtue of his position as sole Managing Member of Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting power or shared dispositive power with respect to all Shares as to which Pirate Capital LLC has voting power or dispositive power. Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared voting and shared dispositive power with respect to an aggregate of 2,000,000 Shares. (c) The following transactions in the Shares were effected by the Reporting Persons during the past 60 days, each of which was effected on the open market. Jolly Roger Activist Portfolio Company LTD Trade Date Shares Purchased (Sold) Price per Share ($) ---------- ----------------------- ------------------- 03/02/2006 750,000 22.68 Jolly Roger Fund LP Trade Date Shares Purchased (Sold) Price per Share ($) ---------- ----------------------- ------------------- 02/28/2006 252,111 22.02 03/01/2006 375,717 22.69 03/02/2006 207,658 22.68 Jolly Roger Offshore Fund LTD Trade Date Shares Purchased (Sold) Price per Share ($) ---------- ----------------------- ------------------- 02/24/2006 118,514 21.59 02/27/2006 200,000 21.96 02/28/2006 96,000 22.02 (d) No person other than the Reporting Persons and the Holders is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. - --------------------------- ------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 7 OF 9 PAGES - --------------------------- ------------------- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A - Joint Acquisition Statement, dated March 9, 2006 Exhibit B - Shareholder Notification Letter, dated March 9, 2006 Exhibit C - Demand Letter, dated March 9, 2006 - --------------------------- ------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 8 OF 9 PAGES - --------------------------- ------------------- SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 9, 2006 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. --------------------------- Name: Thomas R. Hudson Jr. Title: Managing Member /s/ Thomas R. Hudson Jr. ------------------------------ Thomas R. Hudson Jr. - --------------------------- ------------------- CUSIP NO. 69366Y108 SCHEDULE 13D PAGE 9 OF 9 PAGES - --------------------------- ------------------- EXHIBIT INDEX 1. Exhibit A - Joint Acquisition Statement, dated March 9, 2006 2. Exhibit B - Shareholder Notification Letter, dated March 9, 2006 3. Exhibit C - Demand Letter, dated March 9, 2006 EX-99 2 exhibit_a.txt EXHIBIT A EXHIBIT A JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: March 9, 2006 PIRATE CAPITAL LLC By: /s/ Thomas R. Hudson Jr. --------------------------- Name: Thomas R. Hudson Jr. Title: Managing Member /s/ Thomas R. Hudson Jr. ------------------------------ Thomas R. Hudson Jr. EX-99 3 exhibit_b.txt EXHIBIT B [GRAPHIC OMITTED] March 9, 2006 VIA FASCIMILE AND EXPRESS MAIL PW Eagle, Inc. 1550 Valley River Drive Eugene, Oregon 97440 Attn: Corporate Investor Relations Manager Corporate Secretary PW Eagle, Inc. c/o National Registered Agents 590 Park Street, Suite 6 Capitol Professional Building St. Paul, Minnesota 55103 RE: NOTIFICATION OF SHAREHOLDER NOMINATIONS AND PROPOSALS FOR THE 2006 ANNUAL MEETING OF SHAREHOLDERS Ladies and Gentlemen: Jolly Roger Fund LP, an investment fund (the "Fund"), is the record owner of 100 shares of common stock, $0.01 par value per share ("Common Stock") of PW Eagle, Inc. (the "Company") and the beneficial owner of an additional 835,386, shares of Common Stock. Pirate Capital LLC ("Pirate Capital"), whose principal business is providing investment management services, is the general partner of the Fund. Thomas R. Hudson Jr. is the Managing Member of Pirate Capital. Pirate Capital is also the investment adviser to, and Mr. Hudson is a director of, Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, each an investment fund (together with the Fund and Jolly Roger Offshore Fund LTD, the "Funds"), which are the beneficial owners, respectively, of 414,514 and 750,000 shares of Common Stock. Pirate Capital and Mr. Hudson, as the Managing Member of Pirate Capital, may be deemed to be the beneficial owners of the 2,000,000 shares of Common Stock that are collectively owned by the Funds. The Fund hereby gives written notice of its intention to make the following proposals and nominations at the 2006 annual meeting of shareholders of the Company (the "Annual Meeting"): 1. To nominate for election one candidate as a Class III director to serve until the 2009 annual meeting of shareholders. 2. To repeal any amendments to the By-Laws adopted by the Board of Directors of the Company (the "Board") and not by the shareholders of the Company during the period beginning June 24, 1989 and ending immediately prior to the effectiveness of this proposal, which proposal will be in substantially the following form: RESOLVED, that any and all amendments to the By-Laws of the Company adopted by the Board of Directors of the Company and not by the shareholders of the Company during the period beginning June 24, 1989 and ending immediately prior to the effectiveness of this proposal are hereby repealed. 3. To remove any directors elected to the Board by the Board and not by the shareholders of the Company during the period beginning on the date of the last annual meeting of shareholders of the Company and ending immediately prior to the effectiveness of this proposal, which proposal will be in substantially the following form: RESOLVED, that any and all directors elected to the Board of Directors of the Company by the Board of Directors and not by the shareholders of the Company during the period beginning May 25, 2005 and ending immediately prior to the effectiveness of this proposal are hereby removed. 4. Pursuant to Section 9.1 of the By-Laws of the Company (the "By-Laws"), to amend Section 3.3 of the By-Laws to allow shareholders to fill vacancies on the Board, including those vacancies resulting from a removal of directors or an increase in the number of directors, which proposal will be in substantially the following form: RESOLVED, that Section 3.3 of the By-Laws of the Company be amended by deleting the proviso in the first sentence thereof and replacing it with the following: "provided, (a) that any newly created directorships resulting from an action of the Board of Directors to increase the number of directors shall be filled either (i) by the affirmative vote of a majority of the directors serving at the time of such increase, or (ii) by the affirmative vote of a plurality of the voting power of the shares present and entitled to vote, represented either in person or by proxy, at the next regular meeting of the shareholders or at a special meeting of the shareholders called for such purpose and (b) that any vacancies resulting from shareholder action, including newly created directorships resulting from an action of the shareholders to increase the number of directors and vacancies resulting from the removal of any director by shareholder action, shall be filled only by the affirmative vote of a plurality of the voting power of the shares present and entitled to vote, represented either in person or by proxy, at the meeting of the shareholders at which such newly created directorships or vacancies are created. Proxies validly solicited and received with respect to the election of directors to fill any such vacancies or newly created directorships at such meeting shall be given full effect with respect to such election. This provision shall, to the extent necessary to give it effect, supersede Section 2.9 of these Bylaws." 5. Pursuant to Section 9.1 of the By-Laws, to amend Section 3.2 of the By-Laws to clarify that where two or more directly conflicting proposals to set the number of directors are presented at an annual meeting of the shareholders of the Company and receive sufficient votes to be approved, the proposal receiving the greatest number of votes shall carry, which proposal will be in substantially the following form: RESOLVED, that Section 3.2 of the By-Laws of the Company be amended by adding the following to the end thereof: "Notwithstanding Section 2.8 of these Bylaws and the foregoing provisions of this Section 3.2, where two or more proposals at an annual meeting of the shareholders to set the number of directors are in direct conflict and receive sufficient votes to be approved, the proposal receiving the greatest number of votes shall carry and the other or others shall not (notwithstanding the order in which presented at such meeting), subject to Section 302A.437 of the Minnesota Business Corporations Act." 6. To set the size of the Board at nine directors, which proposal will be in substantially the following form: RESOLVED, that the size of the Board of Directors of the Company be set at nine (9) directors. 7. Should the setting of the size of the Board, as described above, be approved, to nominate for election at the Annual Meeting four candidates as directors to fill the vacancies created by the increase in the size of the Board. The Fund reserves the right to nominate additional nominees for any reason, including if the Company, by the appropriate corporate action, has increased or increases the number of directors to be elected at the Annual Meeting or the composition of the Board has changed prior to the Annual Meeting. The Fund also reserves the right to make modifications to the foregoing proposals and make additional proposals for any reason. The Company is cautioned not to take any action that would adversely impact the Fund's ability to effectuate a change in the majority of the Board or the Company's shareholders' right to support the Fund's proposals and/or nominations, including by appointing any new directors. If you believe that this notice for any reason is defective in any respect, the Fund requests that you so notify it on or prior to 10:00 a.m. (EST) on March 13, 2006 by contacting Marc Weingarten, Esq. of Schulte Roth & Zabel LLP by telephone at (212) 756-2280 or by facsimile at (212) 593-5955. Please be advised that neither the delivery of this Notice nor the delivery of additional information, if any, provided by or on behalf of the Fund or any of its affiliates to the Company from and after the date hereof shall be deemed to constitute an admission by the Fund or any of its affiliates that this Notice or any such information is required or is in any way defective or as to the legality or enforceability of any matter or a waiver by the Fund or any of its affiliates of its right to, in any way, contest or challenge any such matter. Please direct any questions regarding the information contained in this notice to Marc Weingarten of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, (212) 756-2280. Very truly yours, JOLLY ROGER FUND LP By: Pirate Capital LLC, its General Partner By: /s/ Thomas R. Hudson Jr. ------------------------------ Name: Thomas R. Hudson Jr. Title: Managing Member EX-99 4 exhibit_c.txt EXHIBIT C [GRAPHIC OMITTED] March 9, 2006 VIA FACSIMILE AND EXPRESS MAIL PW Eagle, Inc. 1550 Valley River Drive Eugene, Oregon 97440 Attn: Dobson West, Secretary PW Eagle, Inc. c/o National Registered Agents 590 Park Street, Suite 6 Capitol Professional Building St. Paul, Minnesota 55103 Re: DEMAND FOR RIGHT TO INSPECT BOOKS AND RECORDS PURSUANT TO SUBDIVISION 4 OF SECTION 302A.461 OF THE MINNESOTA BUSINESS CORPORATION ACT Ladies and Gentleman: Jolly Roger Fund LP, an investment fund (the "Fund"), is the record owner of 100 shares of common stock, $0.01 par value per share ("Common Stock"), of PW Eagle Inc. (the "Company") and the beneficial owner of an additional 835,386 shares of Common Stock. Pirate Capital LLC ("Pirate Capital"), whose principal business is providing investment management services, is the general partner of the Fund. Thomas R. Hudson Jr. is the Managing Member of Pirate Capital. Pirate Capital is also the investment adviser to, and Mr. Hudson is a director of, Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, each an investment fund (together with the Fund and Jolly Roger Offshore Fund LTD, the "Funds"), which are the beneficial owners, respectively, of 414,514 and 750,000 shares of Common Stock. Pirate Capital and Mr. Hudson, as the Managing Member of Pirate Capital, may be deemed to be the beneficial owners of the 2,000,000 shares of Common Stock that are collectively owned by the Funds. The business address for Pirate Capital and for the Funds is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. Pursuant to subdivision 4 of Section 302A.461 of the Minnesota Business Corporation Act (the "MBCA"), as the record and beneficial owner of the shares of Common Stock stated above, the Fund hereby demands that it and its attorneys, representatives and agents be given, during regular business hours, the opportunity to examine and copy the following books, records and documents of the Company: PW Eagle Inc. March 9, 2006 Page 2 (a) A complete record or list of the shareholders of the Company, certified by the Company's transfer agent(s) and/or registrar(s), setting forth the name and address of, and the number, series and class of shares of stock of the Company held by, each shareholder as of the date hereof, and as of any record date established or to be established for the 2006 Annual Meeting of Shareholders of the Company, including any adjournments, postponements, reschedulings or continuations thereof or any special meeting that may be called in lieu thereof (the "Annual Meeting"); (b) Relating to the list of shareholders and all other information referred to in paragraph (a), a magnetic computer tape or other electronic medium containing such information, the computer processing data necessary for the Fund to make use of such information on magnetic computer tape or other electronic medium and a hard copy printout of such information in order of descending balance for verification purposes; (c) All daily transfer sheets showing changes in the names and addresses of the Company's shareholders and the number, series or class of shares of stock of the Company held by the Company's shareholders that are in or come into the possession of the Company or its transfer agent, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trusts or their nominees from the date of the shareholder list referred to in paragraph (a); (d) Any stop transfer lists or stop lists relating to any shares of stock of the Company and any additions, deletions, changes or corrections made thereto; (e) All information in or that comes into the Company's or its transfer agent(s)' or registrar(s)' possession or control or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trusts or their nominees relating to the names and addresses of and number of shares of stock of the Company held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists, and all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (f) All information in or that comes into the Company's possession or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trusts or their nominees relating to the names of the non-objecting beneficial owners of the stock of the Company pursuant to Rule 14b-1(c) or Rule 14b-2(c) under the Exchange Act, on magnetic computer tape or other electronic medium, such computer processing data as is necessary for the Fund to make use of such information on magnetic computer tape or other electronic medium, and a hard copy printout of such information in order of descending balance for verification purposes. If such information is not in the Company's possession, custody or control, such information should be requested from Automatic Data Processing - Investor Communications Services; PW Eagle Inc. March 9, 2006 Page 3 (g) All lists on computer tapes or other electronic media and the relevant processing data and printouts (as described in paragraph (b) above) containing the name and address of and number, series and class of shares of stock of the Company attributable to any participant in any employee stock ownership plan, employee stock purchase plan or other employee compensation or benefit plan of the Company in which the decision to vote shares of stock of the Company held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan and the method(s) by which the Fund or its agents may communicate with each such participant, as well as the name, affiliation and telephone number of the trustee or administrator of each such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either the trustee or administrator does not receive instructions or shares that are outstanding in the plan but are unallocated to any participant; (h) The Company's by-laws and all amendments then in effect; and (i) All proposals and nominees for directors that the Company will include in its proxy statement or otherwise plans to present to shareholders at the Annual Meeting. The Fund demands that all changes, modifications, additions or deletions to any and all information referred to above be immediately furnished as such modifications, additions or deletions become available to the Company or its agents or representatives. To the extent required by subdivision 5 of Section 302A.461 of the MBCA, the Fund will bear the reasonable costs incurred by the Company including those of its transfer agent(s) or registrar(s) in connection with the production of the information demanded. The purpose of this demand is to enable the Fund and its affiliates to communicate with the Company's shareholders on matters relating to their interests as shareholders or beneficial owners and to facilitate and support a proxy solicitation of the Company's shareholders to elect members of the board of directors of the Company and to take the other related actions set forth in the Fund's notice to the Company of even date herewith. The Fund hereby designates and authorizes Marc Weingarten and Steven J. Spencer of Schulte Roth & Zabel LLP and any other persons designated by them or by the Fund, acting singly or in any combination, to conduct the inspection and copying herein requested. It is requested that the information identified above be made available to the designated parties no later than March 20, 2006. Please advise the Fund's counsel, Marc Weingarten, Esq. of Schulte Roth & Zabel LLP, at (212) 756-2280, as promptly as practicable, when and where the items requested above will be made available to the Fund. If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the Fund immediately in writing, with a copy to Marc Weingarten, Esq., Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, facsimile (212) 593-5955, setting forth the facts that the Company contends support its PW Eagle Inc. March 9, 2006 Page 4 position and specifying any additional information believed to be required. In the absence of such prompt notice, the Fund will assume that the Company agrees that this request complies in all respects with the requirements of the MBCA and all other relevant laws. The Fund reserves the right to withdraw or modify this request at any time. PW Eagle Inc. March 9, 2006 Very truly yours, JOLLY ROGER FUND LP By: Pirate Capital LLC, its General Partner By: /s/ Thomas R. Hudson Jr. ------------------------- Name: Thomas R. Hudson Jr. Title: Managing Member State of Connecticut ) ) ss: County of Fairfield ) This instrument was acknowledged before me on March 9, 2006 by Thomas R. Hudson Jr. as Managing Member of Pirate Capital LLC, the General Partner of Jolly Roger Fund LP. Notary Public /s/ Stefania Z. Fletcher ----------------------------- My commission expires: June 30, 2010 -----END PRIVACY-ENHANCED MESSAGE-----