-----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, PU24EoZJKpIKp31kddOx/JpbabwwaoUhDqPHDwTdYGlqO/KniGvsZyZmoaKRWruX 3Qtq6RYqrQXZ0vYlWc9nOA== 0000891020-97-001580.txt : 19971216 0000891020-97-001580.hdr.sgml : 19971216 ACCESSION NUMBER: 0000891020-97-001580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971215 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971215 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPE & TALBOT INC /DE/ CENTRAL INDEX KEY: 0000311871 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 940777139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07852 FILM NUMBER: 97738663 BUSINESS ADDRESS: STREET 1: 1500 SW FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032289161 MAIL ADDRESS: STREET 1: 1500 S W FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 8-K 1 FORM 8-K 1 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 Date of Report (Date of earliest event reported) DECEMBER 15, 1997 POPE & TALBOT, INC. (Exact name of registrant as specified in charter) DELAWARE 1-7852 94-0777139 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 1500 S.W. FIRST AVENUE PORTLAND, OREGON 97201 (Address of principal executive offices) (Zip Code) (503) 228-9161 (Registrant's telephone number, including area code) NONE (Former name or former address, if changed since last report.) 2 Item 5. Other Events On December 15, 1997, Pope & Talbot, Inc., a Delaware corporation (the "Registrant"), announced that it is making an offer to acquire 50.1 percent of the outstanding common shares of Harmac Pacific Inc. (TSE:HRC) at a price of $11.50 ($Can) cash per share. The press release issued by the Registrant in connection with this announcement is filed as an exhibit to this report and is incorporated herein by reference. Additional information relating to the offer will be included in a Schedule 14D - 1F to be filed by the Registrant with the SEC when the Offer to Purchase is sent to Harmac Pacific Inc. shareholders. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 - Press release issued by Pope & Talbot, Inc. in connection with the announcement that it is making an offer to acquire 50.1 percent of the outstanding common shares of Harmac Pacific Inc. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 15, 1997. POPE & TALBOT, INC. -------------------------------------- Registrant By /s/ Robert J. Day -------------------------------------- Name: Robert J. Day Title: Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Pope & Talbot, Inc. in connection with the announcement that it is making an offer to acquire 50.1 percent of the outstanding common shares of Harmac Pacific Inc. EX-99.1 2 NEWS RELEASE 1 EXHIBIT 99.1 POPE & TALBOT, INC. NEWS Contact: R.J. Day RELEASE 97-10 For Release at 8:30 a.m. EST Monday, December 15, 1997 POPE & TALBOT MAKES OFFER FOR HARMAC PACIFIC PORTLAND, OR -- Pope & Talbot, Inc. (NYSE:POP), announced today that it is making an offer to acquire 50.1% of the outstanding common shares of Harmac Pacific Inc. (TSE:HRC) at a price of C$11.50 cash per share. The closing price of the Harmac Common Shares on December 12, 1997 was C$7.80. The offering price of C$11.50 per share represents a premium of 47% above the December 12th closing price and 31% above the average of the closing prices on the last 20 trading days for the Harmac shares. Harmac, headquartered in Vancouver, British Columbia, operates a pulp mill on a deep-sea port near Nanaimo, British Columbia on the east coast of Vancouver Island. With an annual capacity of 370,000 tons of Northern Bleached Softwood Kraft pulp, Harmac is one of Canada's largest market pulp producers, manufacturing a wide range of high-quality kraft pulps. Wood fiber purchased under long-term chip supply agreements from MacMillan Bloedel and another third party supplies 90% of the mill's requirements. In 1996, Harmac had revenues of C$212 million and reported a net loss to the common shareholders of C$20 million. Pope & Talbot is an integrated wood-fiber products company that is focused on the production of softwood dimension lumber, kraft pulp and tissue. The Company was founded in 1849 and is headquartered in Portland, Oregon. Its shares are publicly traded on the New York and Pacific stock exchanges. In Canada, the Company operates three sawmills at Castlegar, Grand Forks and Midway in the southern interior of British Columbia. In 1996, the Company had revenues of US$450 million, of which US$170 million came from its Canadian operations. "We believe our offer is a very attractive opportunity for Harmac shareholders," said Peter T. Pope, Chairman and Chief Executive Officer of Pope & Talbot. "The short term outlook for pulp remains negative as a result of the economic difficulties in Asia and this offer allows shareholders an attractive alternative at this time." Mr. Pope commented further that discussions had taken place with the management of Harmac Pacific after the announcement that the equity offering to finance Harmac's purchase of Kimberly-Clark's Canadian pulp mills was postponed. The discussions included a review of possible options related to the Kimberly-Clark purchase agreement, the possibility of combining the Harmac and Pope & Talbot pulp operations, and the prospect for Pope & Talbot to participate in an equity offering by Harmac. More.... 2 Mr. Pope said, "We are impressed with Harmac's product quality, its management and marketing organization, and we believe that with Pope & Talbot's operating experience, Harmac can be an even better company in the future. Furthermore, we believe that Harmac forms the basis for a consolidation of the North American kraft pulp industry and we are aware of a number of opportunities which could form a part of the consolidation." The offer, to be made through a subsidiary, is conditional on the acquisition of not less than 50.1% of Harmac's common shares outstanding including the common shares currently held by Pope & Talbot. The offer will also be conditional upon the waiver or removal of Harmac's Rights Plan and subject to other customary conditions including normal regulatory approvals. Pope & Talbot has today requested a shareholder list and the formal offer will be mailed to shareholders upon receipt of the list from Harmac. Pope & Talbot has retained Goepel Shields & Partners Inc. to act as its financial advisors and to form a soliciting dealer group to solicit acceptance of its bid. CONTACT: POPE & TALBOT, INC. GOEPEL SHIELDS & PARTNERS INC. Michael Flannery (503) 228-9161 Donald M. Shumka (604) 661-1769 Maria M. Pope (503) 228-9161 ### -----END PRIVACY-ENHANCED MESSAGE-----