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): November 13, 2018

 

POTLATCHDELTIC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (509) 835-1500

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 Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

2

---

 

ITEM 7.01Regulation FD Disclosure

PotlatchDeltic Corporation (the “Company”) today announced the preliminary results of the shareholder election relating to a special dividend of the accumulated earnings and profits of Deltic Timber Corporation as of February 20, 2018, the date Deltic merged into a wholly-owned subsidiary of the Company.

Shareholders of record at the close of business on September 27, 2018 were able to elect stock or cash for the special dividend of $222 million, with the total cash distribution limited to 20 percent, or $44.4 million. The election period closed at 5 p.m. Eastern on November 9.

Approximately 42.4 million shares, or approximately 68% of PotlatchDeltic shares outstanding on the record date, elected to receive the special dividend in the form of cash. Based on the election results, shareholders who elected cash will receive $1.04629213 per share, or approximately 30% of their special dividend, in cash and the remaining amount in stock.

The remaining shares, approximately 20.3 million or 32%, will receive the special dividend entirely in stock.

The average closing price on November 12, 13 and 14 will determine the number of shares each shareholder will receive.  

PotlatchDeltic expects to pay the special dividend on November 15, 2018.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

 

Item 9.01Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

Exhibit NumberDescription

99.1Press Release

 

 

 

 

3

---

 

SIGNATURE

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.

Dated: November 13, 2018

 

 

4

---

 

EXHIBIT INDEX

 

 

 

 

5