Page 5 of 6 – SEC Filing
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. | Purpose of Transaction |
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.
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