SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Potlatch Corporation Savings Plan for Hourly Employees
of the Wood Products Group
Potlatch Corporation
One Maritime Plaza, San Francisco, California 94111
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
OF THE WOOD PRODUCTS GROUP
Table of Contents
-----------------
Page Numbers
------------
Independent Auditors' Report 1
Statements of Financial Condition 2
Statements of Income and Changes in Plan Equity 3 - 4
Notes to Financial Statements 5 - 6
Item 30a - Schedule of Assets Held for Investment Purposes 7
Item 30d - Schedule of Reportable Transactions 8
Signatures 9
Exhibit Index 10
<PAGE>
Independent Auditors' Report
----------------------------
Potlatch Corporation, Plan Administrator
Potlatch Corporation Savings Plan for Hourly
Employees of the Wood Products Group:
We have audited the statements of financial condition of Potlatch Corporation
Savings Plan for Hourly Employees of the Wood Products Group as of December
31, 1993 and 1992 and the related statements of income and changes in plan
equity for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly the
financial position of Potlatch Corporation Savings Plan for Hourly Employees
of the Wood Products Group as of December 31, 1993 and 1992 and the income
and changes in plan equity for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
included in Schedules I and II is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG PEAT MARWICK
April 8, 1994
-1-
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY
EMPLOYEES OF THE WOOD PRODUCTS GROUP
Statements of Financial Condition
At December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992 1993 1992
---- ---- ---- ----
<S> <C> <C> <S> <C> <C>
Assets: Liabilities and Equity:
Fixed Income Fund: Fixed Income Fund:
Accounts receivable
Participating employees $ 1,766 $ 1,410
Putnam Fiduciary Trust Company
GIC Fund 2,937,399 2,542,510 Fund equity $2,939,165 $2,543,920
---------- ---------- ---------- ----------
2,939,165 2,543,920 2,939,165 2,543,920
---------- ---------- ---------- ----------
George Putnam Fund: George Putnam Fund:
Accounts receivable
Participating employees 342 196
George Putnam Fund of Boston 200,547 10,709 Fund equity 200,889 10,905
---------- ---------- ---------- ----------
200,889 10,905 200,889 10,905
---------- ---------- ---------- ----------
Convertible Fund: Convertible Fund:
Accounts receivable
Participating employees 302 212
Putnam Convertible Income-Growth
Fund 1,061,344 773,574 Fund equity 1,061,646 773,786
---------- ---------- ---------- ----------
1,061,646 773,786 1,061,646 773,786
---------- ---------- ---------- ----------
Growth and Income Fund: Growth and Income Fund:
Accounts receivable
Participating employees 348 269
Putnam Fund for Growth and Income 268,793 15,028 Fund equity 269,141 15,297
---------- ---------- ---------- ----------
269,141 15,297 269,141 15,297
---------- ---------- ---------- ----------
Voyager Fund: Voyager Fund:
Accounts receivable
Participating employees 821 669
Putnam Voyager Fund 612,743 29,728 Fund equity 613,564 30,397
---------- ---------- ---------- ----------
613,564 30,397 613,564 30,397
---------- ---------- ---------- ----------
Stock Fund: Stock Fund:
Cash and equivalents 122 1,053 Forfeitures 122 1,053
Accounts receivable:
Participating employees 572 510
Potlatch Corporation common
stock, 44,478 shares (30,564
shares in 1992) 2,096,023 1,405,922 Fund equity 2,096,595 1,406,432
---------- ---------- ---------- ----------
2,096,717 1,407,485 2,096,717 1,407,485
---------- ---------- ---------- ----------
$7,181,122 $4,781,790 $7,181,122 $4,781,790
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
-2-
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY
EMPLOYEES OF THE WOOD PRODUCTS GROUP
Statements of Income and Changes in Plan Equity
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Growth
Fixed George and
Income Putnam Convertible Income Voyager Stock
Fund Fund Fund Fund Fund Fund Total
------ ------ ----------- ------ ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Income on fund transactions:
Interest income $ 180,499 $ - $ - $ - $ - $ 6 $ 180,505
Dividend and other income - 11,243 80,572 15,194 21,811 56,087 184,907
---------- -------- ---------- -------- -------- ---------- ----------
180,499 11,243 80,572 15,194 21,811 56,093 365,412
---------- -------- ---------- -------- -------- ---------- ----------
Market value appreciation of assets - - 60,598 940 45,822 58,687 166,047
---------- -------- ---------- -------- -------- ---------- ----------
Contributions (Note 2):
Employee 531,066 141,024 144,889 200,218 394,246 353,973 1,765,416
Employer - - - - - 354,485 354,485
---------- -------- ---------- -------- -------- ---------- ----------
531,066 141,024 144,889 200,218 394,246 708,458 2,119,901
Transfers from other funds 33,819 42,201 91,154 40,388 127,623 27,927 363,112
---------- -------- ---------- -------- -------- ---------- ----------
Total increases 745,384 194,468 377,213 256,740 589,502 851,165 3,014,472
---------- -------- ---------- -------- -------- ---------- ----------
Less distributions, forfeitures and
transfers to other accounts:
Distributions to participating
employees:
Cash 134,313 366 28,540 927 5,099 76,606 245,851
Market value of shares
distributed in settlement
of employees' accounts - - - - - 2,510 2,510
Forfeitures and other adjustments
to employer contributions - - - - - 123 123
Transfers to other funds 215,826 1,505 60,813 1,969 1,236 81,763 363,112
---------- -------- ---------- -------- -------- ---------- ----------
350,139 1,871 89,353 2,896 6,335 161,002 611,596
---------- -------- ---------- -------- -------- ---------- ----------
Market value depreciation of assets - 2,613 - - - - 2,613
---------- -------- ---------- -------- -------- ---------- ----------
Total decreases 350,139 4,484 89,353 2,896 6,335 161,002 614,209
---------- -------- ---------- -------- -------- ---------- ----------
Net increase in equity 395,245 189,984 287,860 253,844 583,167 690,163 2,400,263
Equity at beginning of period 2,543,920 10,905 773,786 15,297 30,397 1,406,432 4,780,737
---------- -------- ---------- -------- -------- ---------- ----------
Equity at end of period $2,939,165 $200,889 $1,061,646 $269,141 $613,564 $2,096,595 $7,181,000
========== ======== ========== ======== ======== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
-3-
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY
EMPLOYEES OF THE WOOD PRODUCTS GROUP
Statements of Income and Changes in Plan Equity
For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
Growth
Fixed George and
Income Putnam Convertible Income Voyager Stock
Fund Fund Fund Fund Fund Fund Total
------ ------ ----------- ------ ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Income on fund transactions:
Interest income $ 152,724 $ - $ 69 $ - $ - $ 448 $ 153,241
Dividend and other income - - 36,060 - 755 38,479 75,294
---------- ------- -------- ------- ------- ---------- ----------
152,724 - 36,129 - 755 38,927 228,535
---------- ------- -------- ------- ------- ---------- ----------
Market value appreciation of assets 19 19 83,721 131 - 195,287 279,177
---------- ------- -------- ------- ------- ---------- ----------
Contributions (Note 2):
Employee 694,211 10,886 185,911 15,166 29,839 246,080 1,182,093
Employer - - - - - 108,449 108,449
---------- ------- -------- ------- ------- ---------- ----------
694,211 10,886 185,911 15,166 29,839 354,529 1,290,542
---------- ------- -------- ------- ------- ---------- ----------
Transfers from other funds 11,643 - 6,239 - - 5,921 23,803
---------- ------- -------- ------- ------- ---------- ----------
Total increases 858,597 10,905 312,000 15,297 30,594 594,664 1,822,057
---------- ------- -------- ------- ------- ---------- ----------
Less distributions, forfeitures and
transfers to other accounts:
Distributions to participating
employees:
Cash 173,979 - 46,229 - - 57,989 278,197
Market value of shares
distributed in settlement
of employees' accounts - - - - - 38,169 38,169
Forfeitures and other adjustments
to employer contributions - - - - - 175 175
Transfers to other funds 5,756 - 3,356 - - 14,691 23,803
---------- ------- -------- ------- ------- ---------- ----------
179,735 - 49,585 - - 111,024 340,344
---------- ------- -------- ------- ------- ---------- ----------
Market value depreciation of assets - - - - 197 - 197
---------- ------- -------- ------- ------- ---------- ----------
Total decreases 179,735 - 49,585 - 197 111,024 340,541
---------- ------- -------- ------- ------- ---------- ----------
Net increase in equity 678,862 10,905 262,415 15,297 30,397 483,640 1,481,516
Equity at beginning of period 1,865,058 - 511,371 - - 922,792 3,299,221
---------- ------- -------- ------- ------- ---------- ----------
Equity at end of period $2,543,920 $10,905 $773,786 $15,297 $30,397 $1,406,432 $4,780,737
========== ======= ======== ======= ======= ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
-4-
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
OF THE WOOD PRODUCTS GROUP
Notes to Financial Statements
Years Ended December 31, 1993 and 1992
Note 1. Principal Accounting Policies
- - --------------------------------------
Investments are presented at current market value in the accompanying
statements. Current market value is determined at the financial statement date
by the plan trustee and is generally based on quoted market prices. The
financial statements presented herein are prepared on the accrual basis of
accounting.
Note 2. General
- - ----------------
The plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Effective December 1, 1992, Putnam Fiduciary Trust Company became
trustee of the plan's assets. Prior to that date, Wells Fargo Bank, N.A. was
trustee. Also effective December 1, 1992, the plan added three investment
options and made other significant changes to plan provisions. A discussion
of the new investment options and other plan changes is included in the
following paragraphs.
Each eligible hourly employee who elects to participate in the plan
makes deferred contributions, up to 15% of monthly earnings. Deferred
contributions are deducted before income taxes are withheld. Participants
may invest in any combination of six investment funds: a fixed income fund,
a stock fund and four mutual funds. The four mutual funds are: the Putnam
Convertible Income-Growth Trust, the Putnam Fund for Growth and Income, the
Putnam Voyager Fund and the George Putnam Fund of Boston. The latter three
funds were added effective December 1, 1992. The Fixed Income Fund is also a
Putnam Fund (the Putnam Fiduciary Trust Company GIC Fund) and became an
investment option at December 1, 1992, replacing the IDS Trust Income Fund
maintained at Wells Fargo Bank.
Effective July 1, 1993, employer matching contributions to the plan on
behalf of certain non-represented plan participants employed in the Western
Division of the Wood Products Group equal 50% of the participant's deferred
contributions, provided that in no event may the employer match more than 5% of
the participant's earnings. Prior to July 1, 1993, the employer could match no
more than 3% of the participant's earnings.
Effective June 1, 1992, employer matching contributions to the plan on
behalf of each plan participant employed at the Grand Rapids Mill of
Minnesota Wood Products equal 50% of the participant's deferred
contributions made after May 31, 1992, provided that in no event may the
employer match more than 2% of the participant's earnings. Effective November
1, 1993, the employer may match up to 4% of the participant's earnings.
-5-
<PAGE>
Note 2. General (cont.)
- - ------------------------
Effective January 1, 1993, employer matching contributions to the plan
on behalf of each plan participant employed at the Wood Products Group,
Western Division, operations at Lewiston, Pierce, Headquarters and Bovill
equal 30% of the participant's deferred contributions, provided that in no
event may the employer match more than 5% of the participant's earnings.
Employer matching contributions are invested in company stock. Federal
tax rules place certain limitations on employee and employer contributions.
Effective December 1, 1992, the plan provides that an eligible employee
may make a rollover contribution to the plan equal to all or part of a prior
distribution from another employer's qualified plan, subject to certain
restrictions.
Separate accounts are maintained for each participant's deferred and
rollover employee contributions by investment fund and a matching account is
maintained for each participant's employer matching contributions. The
accounts are credited with contributions and earnings or losses attributable
to such contributions.
A participant may transfer past deferred and rollover contributions
among funds at any time. Prior to December 1, 1992, a participant could
transfer past deferred contributions at the end of each quarter.
A participant's interest in his or her deferred accounts is fully vested
and nonforfeitable at all times. A participant's interest in his or her
matching account becomes vested based on the participant's years of service
as defined in the plan. A participant's matching account will become 100%
vested without regard to the participant's years of service if the plan
terminates, or if the participant attains age 65 as an employee of the
company, becomes totally and permanently disabled, or dies while an employee.
The portion of a participant's matching account not vested will be forfeited
when the participant's employment terminates. As of the end of each year,
forfeitures and the earnings of such forfeitures not used to restore the
matching accounts of former participants rehired during the year will be
credited against the amount of matching contributions for the following year.
Participants should refer to the plan prospectus for a more complete
description of the plan's provisions.
Note 3. Federal Income Taxes
- - -----------------------------
The Commissioner of Internal Revenue has ruled that the plan, effective
January 1, 1988, meets the requirements of a plan qualified under section
401(a) of the Internal Revenue Code (the "Code"), including a cash or
deferred arrangement qualified under section 401(k) of the Code.
-6-
<PAGE>
Schedule I
----------
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
OF THE WOOD PRODUCTS GROUP
Item 30a - Schedule of Assets Held for Investment Purposes
At December 31, 1993
<TABLE>
<CAPTION>
Party-In- Current
Interest Issue Description Cost<1> Value
- - --------- ----- ----------- ---- -------
<S> <C> <C> <C> <C>
Putnam Funds Putnam Fiduciary Trust
Company GIC Fund $2,937,399 $2,937,399
Putnam Funds George Putnam Fund
of Boston 203,079 200,547
Putnam Funds Putnam Convertible Income
Growth Trust 995,166 1,061,344
Putnam Funds The Putnam Fund for Growth
and Income 267,413 268,793
Putnam Funds The Putnam Voyager Fund 565,259 612,743
* Potlatch Corporation Common Stock 1,697,573 2,096,023
<FN>
<1> Effective December 1, 1992, Putnam Fiduciary Trust Company became
trustee of the plan's assets. Prior to that date, Wells Fargo Bank,
N.A. was trustee. With respect to the Putnam Convertible Income
Growth Trust shown above, cost for such fund represents fair market
value at date of transfer adjusted by subsequent activity.
</TABLE>
-7-
<PAGE>
Schedule II
-----------
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
OF THE WOOD PRODUCTS GROUP
Item 30d - Schedule of Reportable Transactions
For the Year Ended December 31, 1993
The plan shares in five percent reportable transactions with the other Potlatch
Corporation hourly savings plans. Five percent reportable transactions for all
hourly plans as certified by Putnam Fiduciary Trust Company for the year ended
December 31, 1993 are detailed below.
<TABLE>
<CAPTION>
Number of Description Cost of Current Value at
Transactions of Assets Asset Date of Transaction Net Gain
- - ------------ ----------- ------- ------------------- --------
<S> <C> <C> <C> <C>
Putnam Fiduciary Trust
Company GIC Fund
----------------------
203 Purchases 5,788,409 Units $5,788,409 $5,788,409 $ -
230 Sales 3,227,195 Units 3,227,195 3,227,195 -
George Putnam Fund
of Boston
------------------
118 Purchases 67,560 Shares 949,578 949,578 -
60 Sales 3,479 Shares 48,772 49,600 828
Putnam Convertible
Income Growth Fund, Inc.
------------------------
138 Purchases 107,562 Shares 2,095,190 2,095,190 -
109 Sales 38,441 Shares 697,591 746,213 48,622
The Putnam Fund for
Growth and Income
-------------------
145 Purchases 125,097 Shares 1,696,868 1,696,868 -
67 Sales 6,211 Shares 82,986 85,445 2,459
The Putnam
Voyager Fund
------------
170 Purchases 340,732 Shares 3,743,310 3,743,310 -
91 Sales 53,154 Shares 555,211 567,995 12,784
Potlatch Common Stock
---------------------
161 Purchases 134,583 Shares 6,082,249 6,082,249 -
232 Sales 50,611 Shares 1,881,461 2,330,792 449,331
</TABLE>
-8-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the plan has duly caused this annual report to be signed by
the undersigned thereunto duly authorized:
Potlatch Corporation Savings Plan
---------------------------------
for Hourly Employees of the
---------------------------
Wood Products Group
-------------------
By Terry L. Carter
---------------------------------
Terry L. Carter, Controller
Potlatch Corporation
Date: June 24, 1994
-9-
<PAGE>
POTLATCH CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
OF THE WOOD PRODUCTS GROUP
Exhibit Index
-------------
Exhibit
- - -------
(23) Consent of Independent Auditors.
-10-
Consent of Independent Auditors
-------------------------------
Potlatch Corporation, Plan Administrator
Potlatch Corporation Savings Plan for Hourly
Employees of the Wood Products Group:
We consent to incorporation by reference in the Registration
Statement (No. 33-25353) on Form S-8 of our report dated April 8,
1994 relating to the statement of financial condition of Potlatch
Corporation Savings Plan for Hourly Employees of the Wood Products
Group as of December 31, 1993 and 1992 and the related statements
of income and changes in plan equity for the years then ended which
report appears in the December 31, 1993 annual report on Form 11-K
of Potlatch Corporation Savings Plan for Hourly Employees of the
Wood Products Group.
KPMG PEAT MARWICK
June 24, 1994
Exhibit (23)
