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 13, 2013

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 1.01. Entry into a Material Definitive Agreement.

On February 13, 2013, Deltic Timber Corporation (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”) with TIN, Inc., a Delaware corporation and wholly owned subsidiary of Temple-Inland Inc., a wholly owned subsidiary of International Paper Company. Under the terms of the Agreement, the Company will purchase the 50% membership interest of TIN, Inc. in Del-Tin Fiber, L.L.C., an Arkansas limited liability company, which owns and operates a medium density fiberboard plant in El Dorado, Arkansas, for an aggregate purchase price of $20 million, which represents a cash payment of $5.156 million and an assumption of TIN, Inc.’s $14.844 million in debt guarantees associated with Union County, Arkansas Taxable Industrial Development Revenue Bonds, Series 1998, that were issued in 1998 to finance the construction of the Del-Tin Fiber facility and have a maturity date of December 1, 2027. Upon completion of the transaction, the Company will hold 100% of the membership interest in Del-Tin Fiber, L.L.C.

The transaction is expected to be completed on or before April 30, 2013, subject to the satisfaction of various closing conditions. The Agreement contains customary representations, warranties, covenants, and indemnities and provides that the parties may terminate the transaction by mutual agreement.

A copy of the Agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2013.

Item 7.01. Regulation FD Disclosure

On February 13, 2013, the Company issued a press release announcing the transaction described above under Item 1.01. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.

The information in this Item 7.01 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release of Deltic Timber Corporation dated February 13, 2013.

SIGNATURES

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/ Jim F. Andrews, Jr.
	Jim F. Andrews, Jr., Secretary

Date: February 14, 2013

EX-99.1

Exhibit 99.1

Deltic			210 EAST ELM STREET EL DORADO, AR 71730 NYSE: DEL
Timber Corporation		NEWS RELEASE
FOR RELEASE         IMMEDIATELY		CONTACT:	Kenneth D. Mann
	February 13, 2013		Investor Relations
			(870) 881-6432

Deltic Enters Agreement to Purchase Additional

Membership Interest in Del-Tin Fiber, LLC

El Dorado, AR – Deltic Timber Corporation (NYSE:DEL) has entered into an agreement to purchase the 50 percent membership interest in Del-Tin Fiber, LLC currently owned by TIN, Inc., a wholly owned subsidiary of Temple-Inland Inc., a wholly owned subsidiary of International Paper Company, for a purchase price of $20 million. Upon completion of the transaction, the Company will hold 100 percent of the membership interest in the Arkansas limited liability company, which owns and operates a medium density fiberboard plant in El Dorado, Arkansas.

“Deltic Timber has owned 50 percent of the Del-Tin Fiber facility since the completion of its construction in June 1998, and we are excited about the opportunity to own the plant outright and utilize Deltic’s proven ability to be very efficient operators of manufacturing facilities to improve operating performance and efficiencies within this operation,” said Ray C. Dillon, President and Chief Executive Officer. “This investment fits our strategy to grow the assets of Deltic through strategic opportunistic acquisitions. When this strategy is accomplished by an opportunity to grow through additional ownership in a facility that is located here in El Dorado, Arkansas, in an industry that we already know well, and in a plant in which our personnel have been actively involved on a daily basis, the potential synergy should prove accretive to Deltic’s financial performance. This acquisition also fits our vertical integration strategy well since Del-Tin utilizes the residual by-products generated from Deltic’s sawmill operations that result from their production of dimension lumber from timber produced from our excellent fee timberlands.”

The $20 million aggregate purchase price consists of $5.156 million in cash and an assumption of TIN, Inc.’s $14.844 million in debt guarantees associated with Union County, Arkansas Taxable Industrial Development Revenue Bonds that were issued in 1998 to finance the construction of the Del-Tin Fiber facility. The bonds have a maturity date of December 1, 2027.

Deltic Timber Corporation is a vertically integrated natural resources company focused on the efficient and environmentally responsible management of its land holdings. The Company owns over 450,000 acres of timberland, operates two sawmills, and is engaged in real estate development. Headquartered in El Dorado, Arkansas, the Company’s operations are located primarily in Arkansas and north Louisiana.