Amended Statement of Beneficial Ownership (sc 13d/a)
August 25 2017 - 3:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Deltic Timber
Corporation
(Name of Issuer)
Common Stock
(Title of
Class and Securities)
247850100
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Andrew R. McCarroll
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
(901)
761-2474
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 2017
(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 which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following
box: ☒
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(1)
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NAMES OF
REPORTING PERSONS
Southeastern Asset Management,
Inc. I.D. No. 62-0951781
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP:
(a) ☐
(b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO: Funds of investment advisory clients
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☒
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Tennessee
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
(Discretionary Accounts)
0 shares
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(8)
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SHARED OR NO VOTING POWER
1,808,158 shares (Shared)
19,400 shares (None)
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(9)
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SOLE DISPOSITIVE POWER
(Discretionary Accounts)
19,400 shares
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(10)
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SHARED DISPOSITIVE POWER
1,808,158 shares
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,827,558 shares
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
15.0 %
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(14)
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TYPE OF REPORTING PERSON
IA
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2
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(1)
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NAMES OF
REPORTING PERSONS
Longleaf Partners Small-Cap
Fund I.D. No. 62-1376170
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP:
(a) ☐
(b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO: Funds of investment company shareholders
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☒
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Massachusetts
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
None
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(8)
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SHARED VOTING POWER
1,808,158 shares
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(9)
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SOLE DISPOSITIVE POWER
None
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(10)
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SHARED DISPOSITIVE POWER
1,808,158 shares
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,808,158 shares
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
14.9 %
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(14)
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TYPE OF REPORTING PERSON
IV
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3
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(1)
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NAMES OF
REPORTING PERSONS
O. Mason
Hawkins I.D. No. XXX-XX-XXXX
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP:
(a) ☐
(b) ☒
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO: None
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Citizen of United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
(Discretionary Accounts)
None
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(8)
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SHARED VOTING POWER
None
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(9)
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SOLE DISPOSITIVE POWER
None
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(10)
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SHARED DISPOSITIVE POWER
None
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2)
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
0.0 %
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(14)
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TYPE OF REPORTING PERSON
IN
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4
This Amendment No. 1 to Schedule 13D (Amendment No. 1) amends and
supplements the information set forth in the Schedule 13D filed by Southeastern with the U.S. Securities and Exchange Commission (the SEC) on February 22, 2017 (the Schedule 13D) relating to the Common Stock (the
Securities) of Deltic Timber Corporation, a Delaware corporation (Deltic or the Issuer). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is supplemented by adding
the following
:
Since Southeastern filed its Schedule 13D six months ago, as Deltics largest shareholder, we have engaged in
discussions with both Deltic and multiple parties interested in merging with or acquiring Deltic. We have learned that at least one highly reputable industrial party has made an unsolicited proposal to merge with Deltic in exchange for stock in the
acquiring company. While Southeastern has been willing to enter into an agreement with Deltic to help the Issuer evaluate this proposal, it has become clear after many attempts that Deltic is not serious about engaging with Southeastern at a
substantive level.
Our confidence in Deltics board and management has been significantly diminished by this refusal to engage, the
time that has been wasted since our Schedule 13D was filed, Deltics attempts to lock up Southeastern for an inordinate amount of time into the future, the boards hiring of a CEO and providing him with significant benefits in connection
with a change of control transaction after the outreach from potential transaction counterparties and notwithstanding our suggestion not to enter into such an arrangement in light of such outreach, the boards inability to oversee the previous
CFO who was fired for fraud, and the current management teams inability to provide any compelling reasons for Deltic to remain a standalone public company.
We believe that it is highly likely the unsolicited proposal referenced above would provide the following benefits to Deltic shareholders that
we enumerated six months ago:
1) significant synergies given that Deltics current general and administrative expense (G&A)
level is too large for its asset base;
2) geographic diversity and with it greater harvest flexibility versus Deltics current
reliance on timberlands in Arkansas and Louisiana;
3) the ability to improve operations at and potentially monetize Deltics
manufacturing assets;
4) outside real estate development expertise for Deltics under-monetized Higher and Better Use (HBU) acreage;
5) superior, experienced corporate leadership;
6) an efficient ability to convert from Deltics current C-Corp structure to a REIT; and
7) a dividend increase of over 5x from Deltics current level.
5
We are filing this Amendment No. 1 to signal our support for this unsolicited proposal and
to encourage other Deltic shareholders to express their views to the board and management for a better outcome than the status quo.
Among
other things, Southeastern may nominate directors at Deltics annual meeting.
As previously stated in the Schedule 13D, in addition
we may from time to time and at any time in the future, depending on various factors, take such actions with respect to our investment in the Securities as we deem appropriate at the time including, but are not limited to: (i) acquiring
additional Securities and/or other equity, debt, notes, other securities, including but not limited to derivative or other instruments that are based upon or relate to the value of the Securities in the open market, through private transactions or
otherwise; (ii) disposing of any or all of the Securities in the open market, through private transactions or otherwise; (iii) entering into agreements or understandings with other shareholders or stakeholders of Deltic with respect to the
voting, holding and/or disposition of Securities; or (iv) proposing or considering any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Signatures
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
August 25, 2017
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SOUTHEASTERN ASSET MANAGEMENT, INC.
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By
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/s/ Andrew R. McCarroll
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Andrew R. McCarroll
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Vice President & General Counsel
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LONGLEAF PARTNERS SMALL-CAP FUND
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By:
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Southeastern Asset Management, Inc.
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By
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/s/ Andrew R. McCarroll
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Andrew R. McCarroll
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Vice President & General Counsel
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O. MASON HAWKINS
(Individually)
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/s/ O. Mason Hawkins
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6
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