-----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, W2SaSLH/NY6kY/wfJKie451Z5CtFfBGvxyCKwQdsi8ksGIvmhEH+ORUc6hS9TQCG q1bZ7LDOrX+h7CD8vuZtfA== 0001193125-07-033145.txt : 20070215 0001193125-07-033145.hdr.sgml : 20070215 20070215171115 ACCESSION NUMBER: 0001193125-07-033145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTIC TIMBER CORP CENTRAL INDEX KEY: 0001022469 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 710795870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12147 FILM NUMBER: 07628347 BUSINESS ADDRESS: STREET 1: 210 EAST ELM ST STREET 2: P O BOX 7200 CITY: EL DORADO STATE: AR ZIP: 71730 BUSINESS PHONE: 8708819400 MAIL ADDRESS: STREET 1: PO BOX 7200 STREET 2: 200 EAST ELM CITY: EL DORADO STATE: AR ZIP: 71731-7130 8-K 1 d8k.htm FORM 8-K Form 8-K

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 Act of 1934

February 15, 2007

Date of Report (date of earliest event reported)

 


Deltic Timber Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   1-12147   71-0795870
(State or other jurisdiction of incorporation)   (Commission File Number)   I.R.S. Employer Identification No.)

 

210 East Elm Street, El Dorado, Arkansas   71730
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (870) 881-9400

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On February 15, 2007, Deltic Timber Corporation (“Deltic” or the “Company”) announced that three new members had been elected to its Board of Directors and that two founding members of the Board were leaving.

The three new members of the Board are: Randolph C. Coley, David L. Lemmon, and Robert B. Tudor, III. Committee assignments for the new members will be made at the Board of Directors organizational meeting which is scheduled following the Company’s 2007 Annual Stockholders Meeting. Upon their election to the Board, each individual was awarded 1,750 shares of time-based restricted stock under the Company’s 2002 Stock Incentive Plan. The terms of the awards are the same as for other grants to non-employee directors. The awards vest four years from the date of their grant and during the vesting period the recipient is entitled to vote the restricted shares and receive cash dividends that may be declared on the common stock of the Company.

Alex R. Lieblong, a director of the Company since the time it became publicly traded has retired from the Board effective February 15, 2007. John C. Shealy, also one of Deltic’s initial public company directors has determined to retire from the Board at the conclusion of his current term of office on April 26, 2007, and to not stand for re-election as a director.

A copy of the Company’s press release announcing these changes is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

Exhibit 99.1 Press release issued February 15, 2007 by Deltic Timber Corporation announcing that three new members have been elected to the Board of Directors and that two current directors have or are going to leave the Board.

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.

 

Deltic Timber Corporation
By:   /s/ W. Bayless Rowe
W. Bayless Rowe, Secretary

Date: February 15, 2007

 

EX-99.1 2 dex991.htm PRESS RELEASE DATED FEBRUARY 15, 2007 Press Release dated February 15, 2007

Exhibit 99.1

 

DELTIC
Timber
Corporation
  LOGO               
                
        NEWS RELEASE        210 EAST ELM STREET
               El Dorado, AR 71730
               NYSE: DEL
           
FOR RELEASE IMMEDIATELY          CONTACT:   Ken Mann   Clefton D. Vaughan
  February 15, 2007            Investor Relations   Public Relations
             (870) 881-6432   (870) 881-6407

Deltic Timber Corporation Elects New Board Members

EL DORADO, AR — Deltic Timber Corporation (NYSE – DEL) announced today the election of three new members to its Board of Directors, effective February 15, 2007.

Randolph C. Coley is a partner in the Houston office of the Atlanta-based firm, King & Spalding, LLP (“K&S”). Coley began his career at K&S in 1978. In 1996, he left K&S to join Morgan Keegan as Executive Managing Director and head of the Investment Banking Division. He returned to K&S in 1999 to help build its Houston office.

“Randy Coley’s many years in the legal and investment banking fields will be of great benefit to the Board’s roles of oversight and establishing strategic direction for the Company’s future growth. Randy is widely recognized as an expert in the field of Corporate Governance. He is a frequent lecturer on the Sarbanes-Oxley Act and its ramifications. We are proud to welcome him to our Board,” said Robert C. Nolan, Chairman of the Board of Directors.

Coley, 60, earned a BA in 1969 from Vanderbilt University and a JD from Vanderbilt in 1978.

David L. Lemmon was recruited to serve as President and CEO of Colonial Pipeline Company of Alpharetta, Georgia, in 1997, where he served until his retirement in 2006. Prior to joining Colonial, Lemmon enjoyed a 32-year career at Amoco Corporation, serving as President of Amoco Pipeline Company from 1990 to 1997. He also gained experience at other Amoco divisions and departments, including corporate planning, operations and maintenance, finance, and transportation. Lemmon has several years of experience as a director of publicly traded companies, having served on the boards of both Kirby Corporation and Pacific Energy Partners, where he was designated a “financial expert” on the Audit Committee.


“The businesses run by Dave Lemmon have been capital intensive and subject to commodity-driven supply and demand, not unlike Deltic’s core business,” Nolan said. “We look forward to his direction in business strategy. His expertise in the areas of environmental health and safety are documented.”

Lemmon, 65, is a 1965 graduate of the University of Utah, where he earned a BS in Accounting and Economics.

Robert Tudor III is CEO and partner in the newly formed boutique investment firm, Tudor, Pickering & Co., located in Houston, Texas. Tudor Pickering focuses its resources on the energy sector. Prior to the formation of Tudor Pickering, Tudor held various positions over a 19-year career with Goldman Sachs, including head of the Industrial and Natural Resources Group in London, England, and Managing Director of the Investment Banking Division of Goldman’s Houston office. In addition to advising corporate clients, Tudor also serves on a number of philanthropic and educational boards, including M. D. Anderson Hospital, Rice University, Houston Symphony, Houston Public Library, and the Gulf Coast Chapter of the United Way.

“Seldom is a director available whose history and abilities fit so extraordinarily well with a board assignment,” Nolan said recently. “Bobby Tudor is known personally and professionally by Deltic Timber and its Board since advising our former parent company on the spin-off of Deltic into an autonomous, publicly traded company. His familiarity with our business, plus his expertise in business transactions, capital formation, and investment banking will be valuable additions to our Board.”

A Louisiana native, Tudor, 48, attended Rice University on a basketball scholarship, where he earned a BA in 1982. He taught in Austria under a Fulbright Teaching Fellowship prior to returning to Louisiana, earning his JD from Tulane University in 1987.

Deltic also announced that two founding members of its Board are leaving. Alex R. Lieblong is leaving the Board effective February 15, 2007, as his other business interests have demanded more of his time and attention. John C. Shealy has decided to retire from the Board when his term as Director ends April 26, 2007.

“Alex Lieblong and John Shealy have served with honor and distinction and have provided invaluable guidance for Deltic during its first decade as a publicly traded company,” Nolan said. “They were here from the beginning, and each played an important role in the success that Deltic has achieved as an NYSE-listed company. We are grateful for their contributions, and we will miss them.”

Deltic Timber Corporation is a natural resources company focused on the efficient and environmentally responsible management of its land holdings. The Company owns over 438,000 acres of timberland, operates two sawmills, and is engaged in real estate development in Little Rock and Hot Springs, Arkansas.

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