- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 29 2010 - 3:24PM
Edgar (US Regulatory)
U
NITED
S
TATES
S
ECURITIES
A
ND
E
XCHANGE
C
OMMISSION
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): October 29, 2010
Cellu Tissue Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34606
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06-1346495
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1855 Lockeway Drive
Suite 501
Alpharetta, Georgia
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30004
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (678) 393-2651
(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On October 29, 2010,
the communication attached hereto as Exhibit 99.1 was distributed to the employees of Cellu Tissue Holdings, Inc. (Cellu Tissue), which is incorporated herein by reference.
Additional Information and Where to Find it
In connection with the proposed merger of
Cellu Tissue Holdings, Inc. (the merger) with and into Sand Dollar Acquisition Corporation, a wholly owned subsidiary of Clearwater Paper Corporation (Clearwater Paper), and required shareholder approval, Cellu Tissue has
filed with the U.S. Securities and Exchange Commission (SEC) a preliminary proxy statement on October 19, 2010, and intends to file a definitive proxy statement and other relevant materials in connection with the merger. The
definitive proxy statement will be sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the merger, investors and stockholders of Cellu Tissue are urged to read the proxy
statement and the other relevant materials when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), and any other documents filed
by Cellu Tissue with the SEC, may be obtained free of charge at the SECs website at
www.sec.gov
, at Cellu Tissues Investor Relations website at
cellutissue.com/investor
(click SEC filings) or from Cellu
Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at (678) 393-2651.
Participants in the Solicitation
Cellu Tissue and its officers and directors may be deemed
to be participants in the solicitation of proxies from Cellu Tissues shareholders with respect to the merger. Information about Cellu Tissues officers and directors and their ownership of Cellu Tissues common shares is set
forth in the proxy statement for Cellu Tissues 2010 Annual Meeting of Shareholders, which was filed with the SEC on June 25, 2010. Investors and security holders may obtain more detailed information regarding the direct and indirect
interests of Cellu Tissue and its respective officers and directors in the merger by reading the preliminary proxy statement that Cellu Tissue filed with the SEC on October 19, 2010 and the definitive proxy statement and other relevant
materials in connection with the merger, when filed with the SEC.
Forward-Looking Statements Safe Harbor
This Current Report on Form 8-K contains certain forward-looking statements regarding the proposed transaction between Clearwater Paper and Cellu Tissue,
including but not limited to statements regarding the expected synergies resulting from the merger, the closing of the
transaction, and opportunities for growth with existing customers and new customers in new channels and the expected operational efficiencies. Actual events or results may differ materially from
those contained in these forward-looking statements. Among the important factors that could cause future events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising
from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the benefits expected from the proposed transaction; general economic conditions in the regions
and industries in which Clearwater Paper and Cellu Tissue operate; and litigation or regulatory matters involving antitrust or other matters that could affect the closing of the transaction. In addition, please refer to the documents that Clearwater
Paper and Cellu Tissue file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Clearwater Paper and Cellu Tissue identify and address other important factors that could cause events or results to vary from the forward-looking statements set
forth in this communication. Clearwater Paper and Cellu Tissue are under no duty to update any of the forward-looking statements after the date of this communication to conform to actual results.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
99.1
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Memorandum to Employees from Steven Ziessler and W. Edwin Litton
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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.
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Cellu Tissue Holdings, Inc.
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(Registrant)
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Date: October 29, 2010
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By: /s/ David J. Morris
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David J. Morris
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Senior Vice President, Finance and
Chief Financial Officer
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Exhibit Index
99.1
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Memorandum to Employees from Steven Ziessler and W. Edwin Litton
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