-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXB+kDvf5CWAl3uMeU9D1zfBmYDAY0Ub4X8aVXkpd5L9mb/3ul+hNP1lDRTUqc8p +sMRhZUmg9BhCWNIEYrV+A== 0000909518-07-000278.txt : 20070329 0000909518-07-000278.hdr.sgml : 20070329 20070329172400 ACCESSION NUMBER: 0000909518-07-000278 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONGVIEW FIBRE CO CENTRAL INDEX KEY: 0000060302 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 910298760 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12797 FILM NUMBER: 07728586 BUSINESS ADDRESS: STREET 1: P O BOX 639 STREET 2: 300 FIBRE WAY CITY: LONGVIEW STATE: WA ZIP: 98632 BUSINESS PHONE: 360-425-1550 MAIL ADDRESS: STREET 1: PO BOX 639 CITY: LONGVIEW STATE: WA ZIP: 98632 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13D 1 mm03-3007_sc13d.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) --------------------------- LONGVIEW FIBRE COMPANY (Name of Issuer) COMMON STOCK, $1.50 ASCRIBED VALUE, AND RIGHTS TO PURCHASE COMMON STOCK 543213102 (Title of class of securities) (CUSIP number) ALAN V. DEAN BCE PLACE 181 BAY STREET, SUITE 300 TORONTO, ONTARIO M5J 2T3 (416) 363-9491 WITH A COPY TO: S. WADE ANGUS, ESQ. SIMEON GOLD, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 (Name, address and telephone number of person authorized to receive notices and communications) MARCH 19, 2007 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (However, see the Notes.) (Continued on following pages) (Page 1 of 15 Pages) - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 2 of 15 pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BROOKFIELD ASSET MANAGEMENT INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -- Joint Filing - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 6,393,536 SHARES OF COMMON SHARES STOCK BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 8 SHARED VOTING POWER 0 REPORTING PERSON WITH -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 6,393,536 SHARES OF COMMON STOCK -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,393,536 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% OF THE OUTSTANDING SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 3 of 15 pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PARTNERS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -- Joint Filing - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 6,393,536 SHARES OF COMMON SHARES STOCK BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 8 SHARED VOTING POWER 0 REPORTING PERSON WITH -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 6,393,536 SHARES OF COMMON STOCK -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,393,536 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% OF THE OUTSTANDING SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, HC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 4 of 15 pages - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The title and class of equity security to which this statement on Schedule 13D relates is the shares of common stock, ascribed value $1.50 per share, and the associated rights to acquire shares of such common stock (collectively, the "Common Stock"), of Longview Fibre Company ("Longview"), a Washington corporation. The principal executive offices of Longview are located at 300 Fibre Way, Longview, Washington 98632. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by each of the following persons (the "Reporting Persons"): (i) Brookfield Asset Management Inc. ("Brookfield"), a corporation formed under the laws of the Province of Ontario; and (ii) Partners Limited ("Partners"), a corporation formed under the laws of the Province of Ontario that owns all of Brookfield's Class B Limited Voting Shares and approximately 17% of Brookfield's Class A Limited Voting Shares directly or indirectly on a fully diluted basis. Schedules I and II hereto set forth a list of all the directors and executive officers (the "Scheduled Persons"), and their respective principal occupations and addresses, of each of Brookfield and Partners, respectively. (b) The principal business address of Brookfield and Partners is BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. (c) The principal business of Brookfield is to invest and operate in the real estate, power generation and financial services sectors. The principal business of Partners is that of an investment holding company. (d)-(e) During the last five years, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Set forth on Schedules I and II hereto are the citizenships of each of the directors and executive officers of each of Brookfield and Partners, respectively. - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 5 of 15 pages - -------------------------------------------------------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Brookfield, either directly or through one or more wholly-owned subsidiaries, has purchased 1,850,000 shares of Common Stock on March 19, 2007 for an average daily trading price of $24.5974. In addition to the purchases made on March 19, 2007, Brookfield, either directly or through one or more wholly-owned subsidiaries, has purchased the Common Stock set forth in Item 5(c) herein. This Schedule 13D is required to be filed as a result of such transactions. All the funds required for such purchases were taken from cash-on-hand. See also Item 4. ITEM 4. PURPOSE OF TRANSACTION. On February 2, 2007, Brookfield entered into that certain Agreement and Plan of Merger, dated as of February 2, 2007, and amended as of March 12, 2007 (the "Merger Agreement"), by and among Brookfield, Horizon Acquisition Co., an indirect wholly owned subsidiary of Brookfield ("Merger Sub"), and Longview. Under the Merger Agreement, Merger Sub will be merged into Longview (the "Merger") with Longview continuing after the Merger as the surviving corporation and subsidiary of Brookfield, at which point Longview's common stock will be delisted from the New York Stock Exchange. Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Longview's common stock (other than shares owned by Brookfield, Merger Sub or any other direct or indirect wholly-owned subsidiary of Brookfield, which will be cancelled without consideration, and other than shares held by shareholders who are entitled to and have properly exercised dissenter's rights under Washington law) will be converted into the right to receive $24.75 in cash, without interest. The completion of the Merger is subject to approval of the Merger Agreement by Longview's shareholders, among certain other conditions. The Merger Agreement contains various restrictions on the activities of Longview prior to the Merger and, at the effective time of the Merger, the directors of Merger Sub shall become the directors of the surviving corporation resulting from the Merger. In addition, on March 12, 2007, Longview amended the Confidentiality Agreement, dated as of September 20, 2006, by and between Longview and Brookfield (such amended confidentiality agreement, the "Confidentiality Agreement") with Brookfield to provide that Brookfield may, directly or through a wholly-owned subsidiary, acquire up to (but no more than) 9.9%, as contemplated under the Confidentiality Agreement, of the Common Stock. Brookfield intends to acquire up to (but no more than) 9.9% of the outstanding Common Stock in order to facilitate the transactions contemplated by the Merger Agreement. Brookfield intends to vote all of the shares of Common Stock it has acquired prior to the special meeting of Longview's shareholders on the record date of March 12, 2007 (a) in favor of the Merger, (b) against any action that would result in any of the conditions to Longview's obligations under the Merger Agreement not being fulfilled, and (c) in favor of any other matter necessary to the consummation of the transactions contemplated in the Merger Agreement. The Merger Agreement and the Confidentiality Agreement are being filed as exhibits hereto and are incorporated herein by reference. - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 6 of 15 pages - -------------------------------------------------------------------------------- Other than as described or contemplated above, none of the Reporting Persons and, to the Reporting Persons' knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of Longview, or the disposition of securities of Longview; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Longview or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Longview or any of its subsidiaries; (d) any change in the present board of directors or management of Longview, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Longview; (f) any other material change in Longview business or corporate structure; (g) changes in Longview's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Longview by any person; (h) causing a class of securities of Longview to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Longview becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 6,393,536 Common Stock. Such Common Stock constitute approximately 9.7% of the issued and outstanding Common Stock based on the number of Common Stock outstanding as of March 29, 2007. Brookfield may be deemed to have the sole power to vote or direct the vote of the Common Stock beneficially owned by it with respect to those matters described above or to dispose of such Common Stock. Brookfield may hold the Common Stock directly or in one or more wholly-owned subsidiaries. Partners may be deemed to have shared power (with Brookfield) to vote or direct the vote of the Common Stock beneficially owned by it with respect to those matters described above or to dispose of such Common Stock. - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 7 of 15 pages - -------------------------------------------------------------------------------- (c) Date of Amount of Price Where and Transaction Securities per How Effected ----------- ---------- ------------ Share* 3/19/07 1,850,000 shares $24.5974 New York Stock Exchange (purchase) 3/20/07 431,000 shares $24.6036 New York Stock Exchange (purchase) 3/21/07 350,000 shares $24.6005 New York Stock Exchange (purchase) 3/22/07 223,000 shares $24.6101 New York Stock Exchange (purchase) 3/23/07 429,500 shares $24.6471 New York Stock Exchange (purchase) 3/26/07 70,500 shares $24.6116 New York Stock Exchange (purchase) (d) No person is known to any of the Reporting Persons or, to the Reporting Persons' knowledge, the Scheduled Persons, to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any such Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Partners is the major shareholder of Brookfield. The information set forth in Item 4 hereto is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement and Plan of Merger, dated as of February 2, 2007, by and among Brookfield Asset Management Inc., Horizon Acquisition Co. and Longview Fibre Company (incorporated by reference to Exhibit 2.1 to Longview Fibre Company's Current Report on Form 8-K, filed February 5, 2007). Exhibit 2 Amendment No. 1, dated as of March 12, 2007, to the Agreement and Plan of Merger, dated as of February 2, 2007, by and among Brookfield Asset Management Inc., Horizon Acquisition Co. and Longview Fibre Company. Exhibit 3 Confidentiality Agreement, dated as of September 20, 2006, by and between Longview Fibre Company and Brookfield Asset Management Inc. - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 8 of 15 pages - -------------------------------------------------------------------------------- Exhibit 4 Amendment No. 1, dated as of March 12, 2007, to the Confidentiality Agreement, dated as of September 20, 2006, by and between Longview Fibre Company and Brookfield Asset Management Inc. Exhibit 5 Joint Filing Agreement, dated as of March 29, 2007, between Brookfield Asset Management Inc. and Partners Limited. - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 9 of 15 pages - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this amendment is true, complete and correct. Dated: March 29, 2007 BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Alan V. Dean ------------------------------------ Name: Alan V. Dean Title: Senior Vice-President and Secretary PARTNERS LIMITED By: /s/ Loretta M. Corso ------------------------------------ Name: Loretta M. Corso Title: Secretary - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 10 of 15 pages - -------------------------------------------------------------------------------- SCHEDULE I BROOKFIELD ASSET MANAGEMENT INC. Jack L. Cockwell CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Group Chairman EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address Marcel R. Coutu CITIZENSHIP: Canada BUSINESS ADDRESS: 2500 First Canadian Centre, 350 - 7th Ave. S.W., Calgary, Alberta T2P 3N9 PRESENT PRINCIPAL President & Chief Executive Officer OCCUPATION OR EMPLOYMENT: EMPLOYER: Canadian Oil Sands Limited EMPLOYER'S BUSINESS: An oil company EMPLOYER'S ADDRESS: Same as Business Address William A. Dimma CITIZENSHIP: Canadian BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL Chairman and director OCCUPATION OR EMPLOYMENT: EMPLOYER: Home Capital Group Inc. EMPLOYER'S BUSINESS: Real estate EMPLOYER'S ADDRESS: Same as Business Address Sen. J. Trevor Eyton CITIZENSHIP: Canada BUSINESS ADDRESS: 44 Victoria Street, Suite #300, Toronto, Ontario M5C 1Y2 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Member of the Senate of Canada EMPLOYER: The Senate of Canada EMPLOYER'S BUSINESS: Government EMPLOYER'S ADDRESS: Room 561-S, Centre Block, Parliament Buildings, 11 Wellington Street, Ottawa, Ontario K1A 0A4 - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 11 of 15 pages - -------------------------------------------------------------------------------- J. Bruce Flatt CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chief Executive Officer EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address James K. Gray CITIZENSHIP: Canada BUSINESS ADDRESS: 335 Eighth Ave. S.W., Royal Bank Building, Suite 1700, Calgary, Alberta T2P 1C9 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Corporate Director EMPLOYER: N/A EMPLOYER'S BUSINESS: N/A EMPLOYER'S ADDRESS: N/A Robert J. Harding CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chairman EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address David W. Kerr CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Corporate Director EMPLOYER: N/A EMPLOYER'S BUSINESS: N/A EMPLOYER'S ADDRESS: N/A Lance Liebman CITIZENSHIP: United States of America BUSINESS ADDRESS: 435 West 116th Street, New York, New York 10027-7297 PRESENT PRINCIPAL Professor of law OCCUPATION OR EMPLOYMENT: EMPLOYER: Columbia Law School EMPLOYER'S BUSINESS: Education EMPLOYER'S ADDRESS: Same as Business Address - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 12 of 15 pages - -------------------------------------------------------------------------------- Philip B. Lind CITIZENSHIP: Canada BUSINESS ADDRESS: 333 Bloor Street E., 10th Floor, Toronto, Ontario M4W 1G9 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Vice-Chairman EMPLOYER: Rogers Communications Inc. EMPLOYER'S BUSINESS: Diversified communications company EMPLOYER'S ADDRESS: Same as Business Address Roy MacLaren CITIZENSHIP: Canada BUSINESS ADDRESS: 425 Russell Hill Road, Toronto, Ontario M5P 2S4 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Corporate Director EMPLOYER: N/A EMPLOYER'S BUSINESS: N/A EMPLOYER'S ADDRESS: N/A G. Wallace F. McCain CITIZENSHIP: Canada BUSINESS ADDRESS: 30 St. Clair Ave. W., #1500, Toronto, Ontario M4V 3A2 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chairman EMPLOYER: Maple Leaf Foods Inc. EMPLOYER'S BUSINESS: Processed Food Manufacturer EMPLOYER'S ADDRESS: Same as Business Address Jack M. Mintz CITIZENSHIP: Canada BUSINESS ADDRESS: 105 St. George St., #529, Toronto, Ontario M5E 3E6 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Professor EMPLOYER: Joseph L. Rotman School of Management EMPLOYER'S BUSINESS: Business Economics EMPLOYER'S ADDRESS: Same as Business Address George S. Taylor CITIZENSHIP: Canada BUSINESS ADDRESS: R.R. #3, 4675 Line 3, Saint Marys, Ontario N4X 1C6 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Corporate Director EMPLOYER: N/A EMPLOYER'S BUSINESS: N/A EMPLOYER'S ADDRESS: N/A Brian D. Lawson CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chief Financial Officer EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 13 of 15 pages - -------------------------------------------------------------------------------- Jeffrey M. Blidner CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Managing Partner EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address Frank J. McKenna CITIZENSHIP: Canada BUSINESS ADDRESS: P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower, Toronto, Ontario M5K 1A2 PRESENT PRINCIPAL Deputy Chair OCCUPATION OR EMPLOYMENT: EMPLOYER: TD Bank Financial Group EMPLOYER'S BUSINESS: Financial services company EMPLOYER'S ADDRESS: Same as Business Address George E. Myhal CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Managing Partner EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address James A. Pattison CITIZENSHIP: Canada BUSINESS ADDRESS: 1800 - 1067 West Cordova St., Vancouver, B.C. V6C1C7 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chairman EMPLOYER: The Jim Pattison Group EMPLOYER'S BUSINESS: A diversified consumer products company EMPLOYER'S ADDRESS: Same as Business Address - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 14 of 15 pages - -------------------------------------------------------------------------------- Samuel J.B. Pollock CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Managing Partner EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address - -------------------------------------------------------------------------------- CUSIP No. 543213102 SCHEDULE 13D Page 15 of 15 pages - -------------------------------------------------------------------------------- SCHEDULE II PARTNERS LIMITED Gordon E. Arnell CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Chairman EMPLOYER: Brookfield Properties Corporation EMPLOYER'S BUSINESS: A real estate company EMPLOYER'S ADDRESS: Same as Business Address Jack L. Cockwell - see Schedule I Robert J. Harding - see Schedule I David W. Kerr - see Schedule I Edward C. Kress CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Group Chairman EMPLOYER: Brookfield Power Corp. EMPLOYER'S BUSINESS: A power generation company EMPLOYER'S ADDRESS: Same as Business Address Timothy E. Price CITIZENSHIP: Canada BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT: Group Chairman, Funds Management EMPLOYER: Brookfield Asset Management Inc. EMPLOYER'S BUSINESS: A global asset management company EMPLOYER'S ADDRESS: Same as Business Address EX-99 2 mv3-29_ex2.txt EX.2 EXHIBIT 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1, dated as of March 12, 2007 (this "Amendment No. 1"), to the Agreement and Plan of Merger, dated as of February 2, 2007 (the "Agreement"), by and among Longview Fibre Company, a Washington corporation (the "Company"), Brookfield Asset Management Inc., an Ontario corporation ("Parent"), and Horizon Acquisition Co., a Washington corporation and wholly-owned subsidiary of Parent ("Sub"). WHEREAS, the parties hereto desire to amend certain provisions of the Agreement; and WHEREAS, Section 9.1 of the Agreement provides in relevant part that the Agreement may be amended by written agreement of the parties thereto, by action taken by their respective boards of directors. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows: 1. Exhibit A to the Agreement shall be amended by deleting the first sentence of Article II.A of the Amended and Restated Articles of Incorporation of Longview Fibre Company included therein and inserting in lieu thereof the following: The Corporation is authorized to issue a total of one hundred fifty-two million (152,000,000) shares, consisting of one hundred fifty million (150,000,000) shares of $.001 par value to be designated "Common Stock" and two million (2,000,000) shares of $.001 par value to be designated "Preferred Stock." 2. The effectiveness of this Amendment No. 1 is subject to its approval in accordance with Section 9.1 of the Agreement. 3. Except as specifically set forth in this Amendment No. 1, the Agreement shall remain in full force and effect and shall not be deemed to have been further amended by this Amendment No. 1. 4. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Washington applicable to contracts to be made and performed entirely therein without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. 5. This Amendment No. 1 may be executed and delivered (including by facsimile transmission) in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [Signature page follows.] IN WITNESS WHEREOF, the Company, Parent and Sub have caused this Amendment No. 1 to be signed by their respective officers thereunto duly authorized as of the date first written above. LONGVIEW FIBRE COMPANY By: /s/ R.H. Wollenberg ------------------------------------- Richard H. Wollenberg President, Chief Executive Officer and Chairman of the Board BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Sam Pollock ------------------------------------- Name: Sam Pollock Title: Managing Partner HORIZON ACQUISITION CO. By: /s/ Joseph Freedman ------------------------------------- Name: Joseph Freedman Title: Secretary EX-99 3 mm03-2907_ex5.txt EX.5 EXHIBIT 5 JOINT FILING AGREEMENT We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Dated: March 29, 2007 BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Alan V. Dean --------------------------------- Name: Alan V. Dean Title: Senior Vice-President and Secretary PARTNERS LIMITED By: /s/ Loretta M. Corso --------------------------------------- . Name: Loretta M. Corso Title: Secretary EX-99 4 mv3-29_ca.txt EX.3 EXHIBIT 3 LONGVIEW FIBRE COMPANY [LOGO] -------------------------------------------------------------- VALUE-ADDED PRODUCTS SUSTAINABLE FORESTRY September 20, 2006 Brookfield Asset Management Inc. BCE Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 Attention: Reid Carter, Managing Partner CONFIDENTIALITY AGREEMENT ------------------------- Ladies and Gentlemen: You have expressed an interest in a possible negotiated business combination or other strategic transaction (the "Transaction") involving Longview Fibre Company, a Washington corporation (the "Company"), or one or more of its subsidiaries. In connection with your evaluation of the Transaction, you have requested information concerning the Company and its subsidiaries and the Transaction. All such information furnished to you or any of your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys, accountants and consultants) or agents or your potential sources of financing for the Transaction (collectively, "your Representatives"), by the Company or any of the Company's or any of its subsidiaries' directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, "the Company's Representatives"), irrespective of the form of communication (whether provided orally or in written form or provided or stored on electronic or magnetic media, film or any other form or media), and whether such information is so furnished before, on or after the date hereof, and all analyses, compilations, data, forecasts, studies, notes, interpretations, memoranda or other documents prepared by you or your Representatives containing or based in whole or in part on any such information are collectively referred to herein as the "Information." The term "Information" will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives or (ii) is or becomes available to you on a nonconfidential basis from a source (other than the Company or the Company's Representatives) which is not, to your knowledge after reasonable inquiry, prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation to the Company or another person. In consideration of the Information being furnished to you, you acknowledge and agree as follows: CORPORATE OFFICES - -------------------------------------------------------------------------------- 300 Fibre Way P.O. Box 639, Longview, WA 98632 Phone (360) 425-1550 Fax (360) 575-5934 www.longviewfibre.com Brookfield Asset Management Inc. September 20, 2006 Page 2 1. You and your Representatives (a) will keep the Information strictly confidential and will not (except as required by applicable law, regulation or legal process, and in such event only after compliance with paragraph 3 below), without the Company's prior written consent, disclose any Information in any manner whatsoever, (b) will not use any Information other than in connection with the Transaction and (c) will not use any Information in any manner that is directly or indirectly detrimental to the Company; provided, however, that you may reveal the Information to your Representatives (x) who need to know the Information for the purpose of evaluating the Transaction, (y) who are informed by you of the confidential nature of the Information and (z) who agree to act in accordance with the terms of this letter agreement. You will cause your Representatives to observe the terms of this letter agreement, and you will be responsible for any breach of this letter agreement attributable to any of your Representatives. 2. Without the prior written consent of the Company, neither you nor your Representatives will disclose (except as required by applicable law, regulation or legal process, and in such event only after compliance with paragraph 3 below), (a) the terms of this letter agreement, other than to your Representatives pursuant to the proviso in paragraph 1 above, or (b) any of the terms, conditions or other facts with respect to the Transaction, including the status thereof, other than to your Representatives pursuant to the proviso in paragraph 1 above. Without limiting the foregoing, neither you nor your Representatives will approach, discuss or offer to any person an equity participation in a possible Transaction or any other form of joint bid or acquisition without the prior written consent of the Company. The term "person" as used in this letter agreement will be interpreted broadly to include the news media and any corporation, group, partnership or other entity or individual. 3. In the event that you or any of your Representatives are requested pursuant to, or required by, applicable law, regulation or administrative or legal process to disclose any of the Information or any of the information described in paragraph 2 above, you will notify the Company promptly, to the extent not prohibited by applicable law, regulation or administrative or legal process requiring such disclosure, so that the Company may seek a protective order or other appropriate remedy or, in the Company's sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this letter agreement, you Brookfield Asset Management Inc. September 20, 2006 Page 3 will furnish only that portion of the Information or any such other information which you are advised by counsel is legally required and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information or any such other information; provided, however, that you shall give the Company advance written notice of any Information or any such other information to be disclosed as far in advance of its disclosure as is reasonably practicable. 4. If you determine not to proceed with the Transaction, you will promptly inform the Company of that decision and, in that case, and at any time upon the Company's request or that of any of the Company's Representatives, you will promptly deliver to the Company at your own expense all copies of the written Information; provided that you may choose at your own expense to destroy or cause the destruction of all copies of analyses, compilations, data, forecasts, studies, notes, interpretations, memoranda or other documents prepared by you or your Representatives containing or reflecting Information (such destruction to be confirmed to the Company by your authorized officer(s) supervising such destruction). Notwithstanding the return or destruction of Information, you and your Representatives shall continue to be bound by the confidentiality and other obligations hereunder. 5. Neither the Company nor the Company's Representatives, nor any of the Company's or their respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), makes any express or implied representation or warranty as to the accuracy or completeness of the Information, and no such person will have any liability relating to the Information or for any errors therein or omissions therefrom. You are not entitled to rely on the accuracy or completeness of the Information and will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to the Transaction, subject to such limitations and restrictions as may be contained therein. For purposes of this letter agreement, "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral acceptance of any offer or bid on your part. 6. You and your Representatives are familiar with the various responsibilities under applicable securities laws relating to Brookfield Asset Management Inc. September 20, 2006 Page 4 restrictions on trading in securities of an issuer while in possession of material, non-public information and restrictions on sharing such information with other persons who may engage in such trading; and, with respect to the Information and the information described in paragraph 2 above, you will not violate those restrictions and will prevent any of your Representatives who receive any Information or any such other information from violating those restrictions. 7. For a period of eighteen (18) months immediately after the date of this letter agreement, you will not, and will cause each of your Representatives and affiliates not to, directly or indirectly (i) have or acquire, or propose to have or acquire, "beneficial ownership" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of any equity securities or assets, or rights or options to own or acquire any such securities or assets (through purchase, exchange, conversion or otherwise), of the Company or any of its subsidiaries; provided that the foregoing shall not apply to the ownership or acquisition of such securities so long as you and your Representatives and affiliates do not, and would not after giving effect to any such acquisition, beneficially own, individually or in the aggregate, more than 4.9% of the outstanding number or amount of any such class of security; (ii) make, effect or commence any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (iii) consummate, commence or propose any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (iv) make, or in any way participate in any "solicitation" of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries or be or become a "participant" in any "election contest" with respect to the Company (all within the meaning of Section 14 of the Exchange Act); (v) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting equity securities of the Company or any of its subsidiaries; (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (vii) negotiate with or provide any information to the Company or any of its affiliates with respect to, or make any statement or proposal to the Company's (or any of its affiliates') board of directors, to any of the Company's agents or to any of the Company's shareholders with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or Brookfield Asset Management Inc. September 20, 2006 Page 5 otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal or statement inconsistent with the terms of this letter agreement; (viii) advise, assist, or encourage any other persons in connection with any of the foregoing; or (ix) make any request or otherwise attempt to amend or waive any provision of this letter agreement, unless and until, in the case of each of the foregoing clauses (i) through (ix), you have received the prior written invitation or approval of a majority of the Company's board of directors to do so. This paragraph 7 shall not apply to your Representatives' effecting or recommending transactions in securities in the ordinary course of their business as, without limitation, an investment banker, broker, dealer in securities, market maker, specialist or block positioner. You and your Representatives shall be released from the restrictions of this paragraph 7 if and when, pursuant to the terms of any Third-Party Confidentiality Agreement (as defined below), the parties subject to the Third-Party Standstill (as defined below) thereunder are released therefrom by reason of the Company's entering into a definitive agreement with a third party providing for such third party to acquire (A) beneficial ownership (as defined under Section 13(d) of the Exchange Act) of a majority equity interest in the Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving the Company or (B) all or substantially all of the business or assets of the Company (a "Definitive Transaction Agreement"); provided that, if such third party that has entered into a Definitive Transaction Agreement is also party to a Third-Party Confidentiality Agreement and, but for the fact that such third party is a party to such Definitive Transaction Agreement, would have been released from the applicable Third-Party Standstill by reason of the Company's entering into such Definitive Transaction Agreement, then such third party will be deemed to have been released from such Third-Party Standstill by reason of the Company's entering into such Definitive Transaction Agreement. A "Third-Party Confidentiality Agreement" is a confidentiality agreement between the Company and a third party containing standstill restrictions (a "Third-Parry Standstill") and providing for the release of such third party therefrom upon the Company's entering into a Definitive Transaction Agreement. If in connection with the evaluation process related to the Transaction, the Company furnishes the Information to a third party pursuant to a confidentiality agreement between the Company and such third party without standstill restrictions, then, upon the Brookfield Asset Management Inc. September 20, 2006 Page 6 Company's entering into a Definitive Transaction Agreement, such third party will be deemed to have been released from a Third-Party Standstill pursuant to the terms of a Third-Party Confidentiality Agreement. For the avoidance of doubt, it is understood and agreed that the phrase "evaluation process related to the Transaction" in the immediately-preceding sentence does not refer to any process related to (1) a sale of the assets of the sawmill business of the Company and its subsidiaries and/or (2) a transaction involving the Eastern Division and/or Central Division converted products facilities of the Company and its subsidiaries and/or (3) a transaction (other than a sale of all or substantially all of the Company's timberlands) involving any other discrete operating assets of the Company and its subsidiaries. 8. You agree not to, and agree to cause your Representatives not to, directly or indirectly solicit for employment or hire any employees or independent contractors of the Company or any of its subsidiaries to whom you or your Representatives may be directly or indirectly introduced or with whom you or your Representatives otherwise have contact as a result of your evaluation of the Transaction or the Information for a period of two (2) years immediately after the date of this letter agreement, without the Company's prior written consent; provided that (i) a general solicitation for employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at employees or independent contractors of the Company or any of its subsidiaries and (ii) hiring any individual who contacts you on his or her own initiative without any direct or indirect solicitation or encouragement from you or your Representatives, other than any general solicitation or advertisement described in the immediately-preceding clause (i), will not constitute a breach of the terms of this paragraph 8. 9. You agree that (i) all communications by you or your Representatives to the Company or its Representatives regarding the Transaction or your evaluation thereof, (ii) requests by you or your Representatives for additional information, facility tours or management or employee meetings with respect to the Company and its subsidiaries and (iii) discussions or questions regarding procedures with respect to the Transaction or your evaluation thereof will, in each case, be submitted or directed only to the Company's financial advisors, Goldman Sachs & Co. and Banc of America Securities LLC, or such other person or Brookfield Asset Management Inc. September 20, 2006 Page 7 persons, if any, as the Company may designate in writing from time to time. 10. This letter agreement is not intended to, and does not, constitute an agreement or impose any obligation to consummate the Transaction, to conduct or continue negotiations with respect to the Transaction or to enter into a definitive agreement. No contract or agreement providing for the Transaction shall be deemed to exist unless and until a definitive agreement therefor has been executed and delivered by both the Company and you, and you hereby waive in advance any claims (including breach of contract) in connection with the Transaction unless and until you shall have entered into a definitive agreement therefor. Unless and until a definitive agreement between the Company and you with respect to the Transaction has been executed and delivered, neither the Company nor any of its shareholders, affiliates or Representatives has any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this letter agreement or any other written or oral expression with respect to the Transaction, except, in the case of this letter agreement, for the matters specifically agreed to herein. The Company and its shareholders, affiliates and Representatives are free as they in their sole discretion shall determine (A) to conduct any process for the Transaction or any other transaction (including negotiating with any of the prospective parties thereto and entering into a definitive agreement without prior notice to you or any other person); (B) to provide or not provide Information to you or your Representatives under this letter agreement; (C) to reject any and all proposals made by you or any of your Representatives with regard to the Transaction and (D) to terminate discussions and negotiations at any time for any reason or no reason. Any procedures relating to any process for the Transaction or any other transaction may be changed at any time without notice to you or any other person. You hereby confirm that you are not acting as a broker for or representative of any person and are considering the Transaction only for your own account. 11. The Company would be irreparably and immediately harmed by, and money damages would not be an adequate remedy for, any breach of this letter agreement by you or your Representatives. Accordingly, the Company shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of this letter agreement, in addition to all other remedies available at law or in equity. You hereby waive, and shall use your best efforts to cause your shareholders, affiliates and Representatives to waive, Brookfield Asset Management Inc. September 20, 2006 Page 8 any requirement for the securing or posting of any bond in connection with such remedy. You shall reimburse the Company for costs and expenses (including, without limitation, reasonable attorney's fees) arising out of your or any of your Representatives' breach of this letter agreement and any action by the Company to enforce the terms hereof in which the Company obtains a legal or equitable remedy for a breach of this letter agreement. 12. No failure or delay by the Company in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 13. The provisions of this letter agreement shall be severable if any such provision is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and such invalid, void or unenforceable provision shall be deemed deleted herefrom to the minimum extent necessary and replaced by a provision that is valid and enforceable and that as closely as practicable expresses the intention of such invalid, void or unenforceable provision. The remaining provisions of this letter agreement shall remain enforceable to the fullest extent permitted by law. 14. This letter agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to the conflicts of law principles thereof. Any proceeding relating to this letter agreement shall be brought exclusively in a state court of the State of Washington or a court of the United States of America located in the State of Washington. A consent to personal jurisdiction in any such action brought in any such court and consent to service of process by U.S. registered or certified mail is hereby unconditionally and irrevocably granted, and a waiver of any objection to venue in any such court or to any claim that such court is an inconvenient forum is hereby unconditionally and irrevocably granted. 15. This letter agreement contains the entire understanding relative to the protection of Information, the information described in paragraph 2 above and the other matters addressed herein and supersedes all prior collateral communications, if any, between the parties regarding the Information, such other information and such other matters. No amendment or other modification or waiver of any provision hereof shall Brookfield Asset Management Inc. September 20, 2006 Page 9 be binding unless in writing and signed by you and the Company or unless signed by the party to be bound. 16. This letter agreement may not be assigned except with the prior written approval of the Company. This letter agreement shall inure to the benefit of, and be enforceable by, the Company and Longview Fibre Paper and Packaging, Inc. ("LFPP") and their respective successors and assigns, including any successor to substantially all of the Company's or LFPP's assets or business, whether by merger, combination, consolidation, purchase of assets, purchase of stock or otherwise. Notwithstanding this paragraph 16, the power to modify or terminate this letter agreement in accordance with paragraph 15 above as to your obligations to and with respect to the Company without the consent of LFPP or its successors and assigns is reserved to you and the Company. 17. This letter agreement shall terminate five (5) years from the date hereof; provided that such termination shall not relieve you from your responsibilities for any breach of this letter agreement that occurs prior to such termination. [Remainder of page intentionally left blank.] Brookfield Asset Management Inc. September 20, 2006 Page 10 Please confirm your agreement with the foregoing by signing and returning to the undersigned a copy of this letter. Very truly yours, LONGVIEW FIBRE COMPANY By: /s/ R.H. Wollenberg ------------------------------------- Richard H. Wollenberg President, Chief Executive Officer and Chairman of the Board CONFIRMED AND AGREED as of the date first above written: BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Sam Pollock ----------------------------------------- Name: Sam Pollock Title: Managing Partner EX-99 5 mv3-29_letter.txt EX.4 EXHIBIT 4 Brookfield Asset Management Inc. BCE Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 March 12, 2007 Longview Fibre Company 300 Fibre Way Longview, Washington 98632 Ladies and Gentlemen: Reference is hereby made to the Confidentiality Agreement, dated September 20, 2006 (the "Confidentiality Agreement"), between Longview Fibre Company and Brookfield Asset Management Inc., the terms of which are incorporated by reference herein. Capitalized terms used but not defined herein have the meanings given to them in the Confidentiality Agreement. We hereby request that the Confidentiality Agreement be amended to add to the end of paragraph 7 thereof the following sentence: Notwithstanding clause (i) of the first sentence of this paragraph 7, you may acquire direct or indirect beneficial ownership of up to (but no more than) 9.9% of the issued and outstanding shares of the Company's common stock. All other provisions of the Confidentiality Agreement remain in full force and effect. [Remainder of page intentionally left blank.] Longview Fibre Company March 12, 2007 Page 2 Please indicate your agreement to the amendment of the Confidentiality Agreement as described above by signing and returning to the undersigned a copy of this letter. Very truly yours, BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Sam Pollack ------------------------------------ Name: Sam Pollack Title: Managing Partner CONFIRMED AND AGREED as of the date first above written: LONGVIEW FIBRE COMPANY By: /s/ R.H. Wollenberg ---------------------------------------- Name: Richard H. Wollenberg Title: President, Chief Executive Officer and Chairman of the Board LONGVIEW FIBRE PAPER AND PACKAGING, INC. By: /s/ R.H. Wollenberg ---------------------------------------- Name: Richard H. Wollenberg Title: -----END PRIVACY-ENHANCED MESSAGE-----