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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-12147
DELTIC TIMBER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 71-0795870
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
200 Peach Street, P. O. Box 7200, El Dorado, Arkansas 71731-7200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 881-6634
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.01 Par Value New York Stock Exchange, Inc.
Series A Participating Cumulative New York Stock Exchange, Inc.
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No ____.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the closing sales price of the Common Stock on the New York
Stock Exchange on February 28, 1997, was $188,982,387. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination
should not be deemed an admission that such directors, officers, or 5% benficial
owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $.01 Par Value, outstanding at February 28,
1997, was 12,798,323.
Documents incorporated by reference:
The Registrant's definitive Proxy Statement relating to the Annual Meeting of
Stockholders on May 21, 1997, and Amendment No. 2 to Form 10/A, as filed with
the Securities and Exchange Commission on November 27, 1996. (Part III)
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a. Financial Statement Schedules and Exhibits
1. Consolidated Financial Statements
Consolidated Balance Sheets - December 31, 1996 and 1995
Consolidated Statements of Income for the Years Ended December 31,
1996, 1995, and 1994
Consolidated Statements of Cash Flows for the Years Ended December
31, 1996, 1995, and 1994
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1996, 1995, and 1994
Notes to Consolidated Financial Statements, including Consolidated
Quarterly Income Information (unaudited)
Independent Auditors' Report on Consolidated Financial Statements and
Financial Statement Schedules
2. Financial Statement Schedules
Financial statement schedules are omitted because either they are not
applicable or the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits
3.1 Amended and Restated Certificate of Incorporation of Deltic
Timber Corporation as of December 17, 1996
3.2 Amended and Restated Bylaws of Deltic Timber Corporation
4 Instruments Defining the Rights of Security Holders. Rights
Agreement dated as of December 11, 1996 between Deltic Timber
Corporation and Harris Trust and Savings Bank, as Rights
Agent.
Deltic Timber Corporation is party to several long-term debt
instruments, none of which authorizes securities that exceed
10 percent of the total assets of Deltic Timber Corporation
and its subsidiaries on a consolidated basis. Pursuant to
Regulation S-K, item 601(b), paragraph 4(iii)(A), Deltic
agrees to furnish a copy of each such instrument to the
Securities and Exchange Commission upon request.
10.1 Deltic Timber Corporation 1996 Stock Incentive Plan
10.2 Distribution Agreement
10.3 Tax Sharing Agreement
21 Subsidiaries of the Registrant
27 Financial Data Schedule for 1996 (electronic filing only)
99 Form 11-K, Annual Report for the fiscal year ended December
31, 1996, covering Combined Thrift Plans for Employees of
Murphy Oil Corporation, Murphy Oil USA, Inc., and Deltic
Timber Corporation. To be filed as an amendment of this Annual
Report on Form 10-K, not later than 180 days after December
31, 1996.
Exhibits other than those listed above have been omitted since they
either are not required or are not applicable.
b. Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ended December 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DELTIC TIMBER CORPORATION
By: /s/Ron L. Pearce Date: April 3, 1997
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Ron L. Pearce, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 27, 1997 by the following persons on behalf of
the registrant and in the capacities indicated.
/s/Robert C. Nolan /s/William L. Rosoff
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Robert C. Nolan, Chairman and Director William L. Rosoff, Director
/s/Ron L. Pearce /s/O. H. Darling, Jr.
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Ron L. Pearce, President and Chief O. H. Darling, Jr., Director
Executive Officer and Director
(Principal Executive Officer)
/s/R. Madison Murphy /s/John C. Shealy
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R. Madison Murphy, Director John C. Shealy, Director
/s/Eric M. Heiner /s/Clefton D. Vaughan
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Eric M. Heiner, Director Clefton D. Vaughan, Vice President,
Finance and Administration
(Principal Financial Officer)
/s/Christoph Keller, III /s/Emily R. Evers
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Christoph Keller, III, Director Emily R. Evers, Controller
(Principal Accounting Officer)
/s/Alex R. Lieblong
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Alex R. Lieblong, Director