Item 1. Security and Issuer
This Amendment No. 10 to Schedule 13D relates to the Limited Partnership Units
("Units") of Pope Resources, Ltd. ("Issuer"), the principal executive office of
which is located at 19245 10th Avenue NE, Poulsbo, WA 98370.
Item 2. Identity and Background
(a)The persons filing this statement are Private Capital Management, Inc.
("PCM"), Bruce S. Sherman, Michael J. Seaman, and Gregg J. Powers, collectively
the "Reporting Persons." In addition, Miles C. Collier as sole owner of PCM,
may be deemed to be a controlling person of PCM.
(b)The Reporting Persons' business address is 3003 Tamiami Trail North, Naples,
FL 34103.
(c)PCM is a registered investment adviser under the Investment Advisers Act of
1940. PCM has the power and authority to make decisions to buy and sell
securities on behalf of its clients. Bruce S. Sherman is President and director
of PCM. As President of PCM, Mr. Sherman has the authority to direct the actions
of PCM including the decisions to buy and sell securities. Mr. Seaman and Mr.
Powers, as Vice Presidents of PCM, also serve on its investment committee.
Two members of Bruce Sherman's immediate family own units of the Issuer. Lori
Sherman and Randi Sherman are Bruce Sherman's daughters and Bruce Sherman is
the custodian for the accounts. Mr. Sherman has the power and authority to make
decisions to buy and sell securities and to vote units on behalf of the family
members.
Members of Michael Seaman's immediate family also own units of the Issuer.
Michael Seaman, Phyllis Seaman, Kimberly and Sloane Seaman are members of
the same immediate family. Phyllis Seaman is Michael Seaman's wife, and
Kimberly and Sloane Seaman are the daughters of Michael and Phyllis Seaman.
Michael Seaman is trustee of the George Seaman Retirement Trust, a Wasting
Retirement Trust organized under the laws of the State of New York, and Michael
Seaman is custodian for the account of Sloane Seaman.
Mr. Seaman has the power and authority to make decisions to buy and
sell securities and to vote units on behalf of these family members.
Although Mr. Seaman does not control the investment activities of PCM,
his substantial family interest in this security provides him a degree
of internal influence regarding this investment. Because of these
relationships, the Reporting Persons may be deemed to constitute a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934.
(d)The Reporting Persons have not, during the last five years, been convicted
in any criminal proceedings (excluding traffic violations or similar
misdemeanors).
(e)The Reporting Persons have not, during the last five years, been a party to
a civil proceeding of any judicial or administrative body of competent
jurisdiction as a result of which any of such persons 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 a
finding of any violation with respect to such laws.
(f)PCM is a corporation organized under the laws of the state of Florida. Bruce
S. Sherman, Michael J. Seaman, Gregg J. Powers and Miles C. Collier are U.S.
Citizens.
Item 3. Source and Amount of Funds or Other Considerations
Since the filing of Amendment No. 9, PCM has purchased Units of the Issuer.
PCM has acquired an additional 122,263 Units at an aggregate purchase price of
$3,283,281 on behalf of its investment advisory clients. Funds for the
purchases were derived from the clients.
As previously reported, Mr. Sherman owns directly and individually 2860 Units
of the Issuer which he acquired with personal funds at a cost of $34,970. Randi
Sherman directly and individually owns 2,015 Units of the Issuer which she
acquired with personal funds at a cost of $24,480. Lori Sherman directly and
individually owns 120 Units of the Issuer which she acquired with personal
funds at a cost of $1,836.
Since the filing of Amendment No. 9, Kimberly Seaman individually and directly
owns 1,000 Units of the Issuer which she acquired with personal funds at an
approximate cost of $22,775. Phyliis Seaman acquired using personal funds an
additional 5,650 Units at an aggregate purchase price of $109,220.
As previously reported, The George Seaman Retirement Trust directly and
individually holds 140,000 Units purchased with trust funds at an approximate
cost of $657,561. Sloane Seaman individually and directly owns 5,500 Units
of the Issuer which she acquired with personal funds at an approximate cost of
$36,853. The 30,000 Units owned as of Amendment #2 by the Seaman family were
acquired prior to Michael Seaman's employment with PCM.
As previously reported, Gregg J. Powers owns directly and individually 1500
Units of the Issuer which he acquired with personal funds at a cost
of $19,650.
Item 4. Purpose of Transaction
The Shares for the Reporting Persons were acquired for investment purposes and
the reporting persons contemplate additional investments in the Units and intend
to evaluate their position from time to time in light of market conditions,
price, receptivity of management of the Issuer to such purchases and other
constraints.
Except as described above, the Reporting Persons currently have no plans or
proposals which relate to or would result in the (a) acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation; involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors to fill any existing vacancies on the Board; (e) any material change
in the present capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate structure; (g) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized or quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated
above.
As a result of a continuing review of their investment in Units of the Issuer,
the Reporting Persons may, based on future conditions or such review, alter its
intentions with respect to the foregoing, including acquiring additional Units
or disposing of Units now held or hereafter acquired.
Item 5. Interest in Securities of the Issuer
(a)The Issuer's Notes To the December 31, 1997 Consolidated Financial
Statements disclosed that there were 4,519,470 units were outstanding on
December 31, 1997. PCM beneficially owns 1,373,633 Units on behalf of its
clients, which represents approximately 30.38% of the outstanding Units as
disclosed at December 31, 1997. As President of PCM, Mr. Sherman may be deemed
to be beneficial owner of Units in the PCM investment advisory accounts of
clients. While the Reporting Persons may be deemed to beneficially own Units in
the PCM investment advisory accounts of clients, the filing of this statement
shall not be construed as an admission that such persons are the beneficial
owners of any such securities.
Included in the client total are Units held for the advisory account
of Miles C. Collier, a controlling stockholder of PCM who has voting
power oversuch Units. Such Units constitute less than 5% of the Issuer's
outstanding Units. Mr. Sherman, Mr. Seaman and Mr. Powers disclaim beneficial
ownership of the Units deemed to be beneficially owned by PCM.
As custodian and investment manager for the accounts of Lori Sherman and Randi
Sherman, Mr. Sherman may be deemed to beneficially own Units in these accounts.
Mr. Sherman disclaims beneficial ownership of these securities.
As trustee of the George Seaman Retirement Trust, custodian for the account of
Kimberly and Sloane Seaman, and investment manager for the account of Phyllis
Seaman, Michael Seaman may be deemed to beneficially own Units in these
accounts. Mr. Seaman disclaims beneficial ownership of these securities.
The reporting persons collectively own 1,538,278 Units constituting 34.02%
of the Issuer's outstanding Units.
(b)PCM and Bruce Sherman have shared dispositive power with respect to the Units
managed by PCM and do not have either sole or shared voting power with respect
to such Units. Miles C. Collier has sole voting power with respect to the Units
in his advisory account with PCM. Michael Seaman and Gregg Powers have no
authority with respect to the Units managed by PCM.
Bruce S. Sherman holds sole dispositive and sole voting power with respect to
the 2,860 Units held in his name. Bruce S. Sherman holds shared dispositive and
shared voting power with respect to the 120 Units held by Lori Sherman and the
2,015 Units held by Randi Sherman.
Michael J. Seaman holds shared dispositive and shared voting power with respect
to the 140,000 Units held by The George Seaman Retirement Trust, the 11,650
Units held by Phyllis Seaman, the 1,000 Units held by Kimberly Seaman and
the 5,500 Units held by Sloane Seaman.
Gregg J. Powers holds sole dispositive and sole voting power with respect to
the 1,500 Units held in his name.
(c)The following table sets forth activity in the Units owned by PCM during the
last 60 days:
Date Shares Price Per Unit Transaction Effected
04/14/98 800 26.73 Open Market Purchase
04/23/98 401 26.72 Open Market Purchase
04/27/98 1700 26.68 Open Market Purchase
04/28/98 5800 26.68 Open Market Purchase
04/30/98 5800 27.21 Open Market Purchase
04/30/98 200 27.33 Open Market Purchase
05/08/98 780 27.32 Open Market Purchase
05/12/98 1000 27.30 Open Market Purchase
05/18/98 496 27.58 Open Market Purchase
05/19/98 4300 27.72 Open Market Purchase
05/19/98 500 28.55 Open Market Purchase
05/19/98 2965 27.95 Open Market Purchase
06/05/98 1000 27.96 Open Market Purchase
(d)PCM, an investment adviser registered under the Investment Advisers Act of
1940, pursuant to investment advisory contracts with its clients has sole power
to dispose or to direct the disposition of the Units in the advisory accounts.
The individual clients, none of whom individually owns beneficially more than 5%
of the total class of such securities, have the right to receive or the power
to direct the receipt of dividends from, and the proceeds from the sale of, the
Units. Miles C. Collier, a controlling stockholder of PCM, is individually a
client of PCM, whose Units represent less than 5% of the total outstanding class
of the Units of the Issuer and are included in those reported as beneficially
owned by PCM.
Bruce Sherman has shared power to dispose or to direct the disposition of Units
owned by Lori Sherman and Randi Sherman and the power to receive or direct the
receipt of dividends from, and the proceeds from the sale of, the Units.
Michael Seaman, as trustee of the George Seaman Retirement Trust, have
shared power to dispose or to direct the disposition of the Trust's Units and
the power to receive or direct the receipt of dividends from, and the proceeds
from the sale of, the Units. Michael and Phyllis Seaman have shared power to
dispose or to direct the disposition of Units owned by Phyllis and the power to
receive or direct the receipt of dividends from, and the proceeds from the sale
of, the Units. Michael Seaman and Sloane Seaman have shared power to dispose or
to direct the disposition of Units owned by Sloane and the power to receive or
direct the receipt of dividends from, and the proceeds from the sale of, the
Units. Michael Seaman and Kimberly Seaman have shared power to dispose or
to direct the disposition of Units owned by Kimberly and the power to receive or
direct the receipt of dividends from, and the proceeds from the sale of, the
Units.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
(e)Not Applicable.
Other than the investment advisory contracts with its clients and the
relationships as described in Item 5 above,the Reporting Persons are not parties
to any contract, arrangement, understanding or relationship with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the Units, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies or pledge or otherwise subject to a contingency the
occurrence of which would give another person voting or investment power over
the Units.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated June 9, 1998
PRIVATE CAPITAL MANAGEMENT, INC.
(Signature)
Bruce S. Sherman
President and Individually
(Signature)
Michael J. Seaman
V. President and Individually
(Signature)
Gregg J. Powers
V. President and Individually
<PAGE>
AGREEMENT RELATING TO FILING OF
JOINT ACQUISITION STATEMENT PURSUANT
TO RULE 13d-1(f) OF THE SECURITIES
EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that Amendment No. 8 to Schedule 13D to
which this Agreement is attached is filed on behalf of each one of them.
Dated: June 9, 1998
PRIVATE CAPITAL MANAGEMENT, INC.
(Signature)
Bruce S. Sherman
President and Individually
(Signature)
Michael J. Seaman
V. President and Individually
(Signature)
Gregg J. Powers
V. President and Individually
