-----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, J8+Qfk6Qv8y1yBrQOHN0W/l3EdxDccd/KMTYb1XnbN5vFVlWFYayrt3HpGS3Bler RScu3etOcJjuE7ftn5QkQw== 0001341004-06-001980.txt : 20060719 0001341004-06-001980.hdr.sgml : 20060719 20060719155908 ACCESSION NUMBER: 0001341004-06-001980 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060719 DATE AS OF CHANGE: 20060719 EFFECTIVENESS DATE: 20060719 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10061 FILM NUMBER: 06969476 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 DEFA14A 1 chi582212-1.txt 7-18-2006 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 Exchange Act of 1934 Date of report (Date of earliest event reported): July 19, 2006 Longview Fibre Company ----------------------------------------------- (Exact name of registrant as specified in its charter) Washington 001-10061 91-0298760 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 300 Fibre Way, Longview, Washington 98632 ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (360) 425-1550 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) |X| 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 8.01. Other Events. On July 19, 2006, Longview Fibre Company issued a press release announcing its Board of Directors has decided to explore a range of strategic alternatives. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release issued by Longview Fibre Company on July 19, 2006 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. LONGVIEW FIBRE COMPANY (Registrant) Date: July 19, 2006 By: /s/ Lisa J. McLaughlin --------------------------------- Lisa J. McLaughlin Senior Vice President - Finance, Secretary and Treasurer EXHIBIT INDEX Exhibit Number Description 99.1 Press release issued by Longview Fibre Company on July 19, 2006 EX-99 2 lview99_1.txt EXHIBIT 99.1 Exhibit 99.1 For Immediate Release LONGVIEW FIBRE COMPANY TO EXPLORE STRATEGIC ALTERNATIVES LONGVIEW, Wash., July 19, 2006 - Longview Fibre Company (NYSE: LFB) today announced that its Board of Directors has decided to explore a range of strategic alternatives to further enhance shareholder value. These strategic alternatives may include, but are not limited to, continued execution of the company's operating plan, a sale or merger of the company or other strategic transaction, and a sale of certain company assets. Goldman, Sachs & Co. and Banc of America Securities LLC, the company's financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP and Perkins Coie LLP, the company's legal advisors, will assist in this effort. "Our Board of Directors and management are committed to enhancing value for our shareholders," said Richard H. Wollenberg, Longview Fibre's President, Chief Executive Officer and Chairman of the Board. "Over the last several years, we have taken decisive actions to improve operations, restructure our company and accelerate the delivery of value to shareholders, including our conversion to a REIT and implementation of our operating plan. With this strong foundation, we believe that now is the right time to explore our strategic alternatives to enable our Board of Directors to determine the best course for enhancing shareholder value." As part of the exploration of strategic alternatives process, Longview Fibre would anticipate sharing non-public information with interested parties, including Obsidian Finance Group, LLC and The Campbell Group, LLC (Obsidian/Campbell), subject to their entering into appropriate confidentiality agreements. The company noted that there can be no assurance that the exploration of strategic alternatives will result in any agreements or transactions. The company does not intend to disclose developments with respect to the exploration of strategic alternatives unless and until the Board has made a final decision. In light of the decision to explore strategic alternatives, the Board also announced the postponement of the special meeting of shareholders that it had voluntarily scheduled for September 12, 2006 to consider various non-binding, advisory resolutions advocated by Obsidian/Campbell. Obsidian/Campbell has also delivered a shareholder demand for a shareholder meeting relating to their resolutions. Unless the demand is withdrawn, the company would expect to have a special meeting of shareholders in the fall. Mr. Wollenberg said, "We have postponed the special meeting of shareholders that we called because we believe it is important that we direct our efforts and attention to exploring all strategic alternatives and executing on our operating plan without the distraction of a special meeting of shareholders." About Longview Fibre Company Longview Fibre Company is a diversified timberlands owner and manager, and a specialty paper and container manufacturer. Using sustainable forestry methods, the company manages approximately 587,000 acres of softwood timberlands predominantly located in western Washington and Oregon, primarily for the sale of logs to the U.S. and Japanese markets. Longview Fibre's manufacturing facilities include a pulp-paper mill at Longview, Washington; a network of converting plants; and a sawmill in central Washington. The company's products include: logs; corrugated and solid-fiber containers; commodity and specialty kraft paper; paperboard; and dimension and specialty lumber. Longview Fibre press releases, SEC filings and Annual Reports are available at no charge through the company's Web site at www.longviewfibre.com. Certain Information Regarding Participants Longview Fibre Company's directors and certain of its executive officers, as well as Longview Fibre Company, may be deemed to be participants in any solicitation of Longview Fibre Company's shareholders in opposition to any solicitation conducted by Obsidian Finance Group, LLC and/or The Campbell Group, LLC or any of their affiliates for proxies to vote at a special meeting of Longview Fibre Company shareholders. Shareholders may obtain information regarding the names, affiliations and interests of such individuals in Longview Fibre Company's proxy statement for the company's 2006 annual meeting of shareholders, filed with the SEC on February 27, 2006 on Schedule 14A. A copy of that proxy statement may be obtained free of charge on the Securities and Exchange Commission's Web site at http://www.sec.gov, through the link to Longview Fibre Company's SEC filings on the company's Web site at http://www.longviewfibre.com or by directing a request to L.J. McLaughlin, 300 Fibre Way, Longview, Washington 98632, (360) 425-1550. Important Information In connection with any special meeting of Longview Fibre Company shareholders, Longview Fibre Company expects to file a proxy statement and/or other soliciting materials and other relevant documents with the SEC. Shareholders should read any such proxy statement, other soliciting materials or other relevant documents when and if they become available, because they will contain important information. Shareholders may obtain copies of such documents (when and if they become available) free of charge on the SEC's Web site at http://www.sec.gov, through the link to Longview Fibre Company's SEC filings on the company's Web site at http://www.longviewfibre.com or by directing a request to L.J. McLaughlin, 300 Fibre Way, Longview, Washington 98632, (360) 425-1550. Contacts L. J. McLaughlin Senior Vice President-Finance Phone: (360) 425-1550 Joele Frank / Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher Phone: (212) 355-4449 Email: ebrielmann@joelefrank.com -----END PRIVACY-ENHANCED MESSAGE-----