<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-10239
PLUM CREEK TIMBER COMPANY, L.P.
AMENDMENT NO. 1
999 Third Avenue, Seattle, Washington 98104-4096
Telephone: (206) 467-3600
Organized in the State of Delaware I.R.S. Employer Identification No. 91-1443693
The undersigned Registrant hereby amends the following items of its
Annual Report for 1995 on Form 10-K as set forth in the pages attached hereto:
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners
and Management
Item 13 Certain Relationships and Related Transactions
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.,
its General Partner
Date: March 21, 1996 By: /s/ DIANE M. IRVINE
------------------------------------------
Diane M. Irvine,
Vice President and Chief Financial Officer
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE GENERAL PARTNER OF THE REGISTRANT
The following eight persons are currently Directors of PC Advisory
Corp. I ("Corp. I"), a Delaware corporation and the indirect general partner of
Plum Creek Management Company, L.P. (the "General Partner"), a Delaware limited
partnership, which is the general partner of the Registrant. The eight were
elected by unanimous written consent of the stockholders of Corp. I to hold
office until the Annual Meeting of Stockholders in 1996 and until their
successors are duly elected and qualified. There are no family relationships
among them.
Ian B. Davidson (Age 64) -- Mr. Davidson was elected a Director of
Corp. I in December 1992 and is a member of both the Audit and Compliance
Committee and the Compensation Committee and is Chairman of the Conflicts
Committee of the Board of Directors. Since 1970, Mr. Davidson has been Chairman
and Chief Executive Officer of D. A. Davidson & Co. and DADCO, a regional
brokerage firm. Mr. Davidson also serves as a Director of Energy West and the
DADCO Companies.
George M. Dennison (Age 60) -- Dr. Dennison was elected a Director of
Corp. I effective February 1994 and is a member of the Audit and Compliance
Committee, the Compensation Committee and the Conflicts Committee of the Board
of Directors. Since 1990, Dr. Dennison has been President and Professor of
History at The University of Montana.
Charles P. Grenier (Age 46) -- Mr. Grenier was elected a Director of
Corp. I effective April 11, 1995. Mr. Grenier has been Executive Vice President
of the General Partner since January 1, 1994. Mr. Grenier was Vice President,
Rocky Mountain Region of the General Partner from December 1992 to December 1993
and was Vice President, Rocky Mountain Region of the former general partner of
the Registrant, Plum Creek Management Company, from June 1989 to December 1992.
Rick R. Holley (Age 44) -- Mr. Holley was elected a Director of Corp. I
effective January 1, 1994. Mr. Holley has been President and Chief Executive
Officer of the General Partner since January 1, 1994. Mr. Holley was Vice
President and Chief Financial Officer of the General Partner from December 1992
to December 1993 and was Vice President and Chief Financial Officer of the
former general partner of the Registrant, Plum Creek Management Company, from
April 1989 to December 1992.
David D. Leland (Age 60) -- Mr. Leland became a Director and Chairman
of the Board of Directors of Corp. I in December 1992 and is a member of the
Compensation Committee and the
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Conflicts Committee of the Board of Directors. Mr. Leland was President and
Chief Executive Officer of the General Partner from December 1992 to December
1993. Mr. Leland was a Director and President and Chief Executive Officer of the
former general partner of the Registrant, Plum Creek Management Company, from
April 1989 to December 1992.
William E. Oberndorf (Age 42) -- Mr. Oberndorf was elected a Director
of Corp. I in November 1992 and is Chairman of the Compensation Committee of the
Board of Directors. Mr. Oberndorf is Vice President and Treasurer of Corp. I.
Since 1991, Mr. Oberndorf's principal occupation has been as a Managing Director
of SPO Partners & Co., investment advisors, an affiliate of the Registrant. From
1982 to 1991, Mr. Oberndorf was a general partner of San Francisco Partners II,
L.P. Mr. Oberndorf serves as a Director for Bell & Howell Holdings Company, Inc.
William J. Patterson (Age 34) -- Mr. Patterson became a Director of
Corp. I in November 1992 and is Chairman of the Audit and Compliance Committee
and a member of the Compensation Committee of the Board of Directors. Mr.
Patterson is a Vice President of Corp. I. Since 1991, Mr. Patterson's principal
occupation has been as a Managing Director of SPO Partners & Co., investment
advisors, an affiliate of the Registrant. From 1989 to 1991, Mr. Patterson was
an associate with San Francisco Partners II, L.P.
John H. Scully (Age 51) -- Mr. Scully was elected a Director of Corp. I
in November 1992 and is a member of the Compensation Committee of the Board of
Directors. Mr. Scully is President of Corp. I. Since 1991, Mr. Scully's
principal occupation has been as a Managing Director of SPO Partners & Co.,
investment advisors, an affiliate of the Registrant. From 1969 to 1991, Mr.
Scully was a general partner of San Francisco Partners II, L.P. Mr. Scully
serves as a Director for Bell & Howell Holdings Company, Inc.
EXECUTIVE OFFICERS OF THE GENERAL PARTNER OF THE REGISTRANT
The names, ages, offices and periods of service as executive officers
of the General Partner are listed below. There are no family relationships among
them.
<TABLE>
<CAPTION>
Officer
Name Age Office Since(d)
- ---- --- ------ --------
<S> <C> <C> <C>
Rick R. Holley (a) 44 President and Chief Executive Officer 1989
Charles P. Grenier (a) 46 Executive Vice President 1989
William R. Brown (b) 44 Vice President, Resource Management 1995
Diane M. Irvine (c) 37 Vice President and Chief Financial Officer 1994
James A. Kraft (a) 41 Vice President, Law 1989
</TABLE>
(a) Served during the past five years in a managerial or executive capacity
with the General Partner and the General Partner's predecessor, Plum
Creek Management Company.
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(b) Served since February 22, 1995 as Vice President, Resource Management
of the General Partner. Mr. Brown was the Director, Planning for the
General Partner and the General Partner's predecessor, Plum Creek
Management Company, from August 1990 to February 1995.
(c) Served since February 7, 1994 as Vice President and Chief Financial
Officer of the General Partner. Ms. Irvine was a Partner with Coopers &
Lybrand from October 1993 to February 1994 and was a Manager with
Coopers & Lybrand from July 1987 to September 1993.
(d) Includes periods of time as an executive officer with the General
Partner and with the former general partner of Registrant, Plum Creek
Management Company.
Executive officers of the General Partner are appointed annually at the
second quarterly meeting of the Board of Directors of Corp. I.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Ian B. Davidson, a Director of Corp. I, failed to report in a timely
manner on a Form 4 for 1995 the acquisition by his wife on April 26, 1995 of 100
Depositary Units of the Registrant representing Limited Partner Interests
("Units"). The Units were reported on a Form 5 by Mr. Davidson on February 8,
1996.
Other than the late reporting noted above, the Registrant is not aware
of any reporting violations regarding Section 16(a).
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation for the three
fiscal years ended December 31, 1995 for the President and Chief Executive
Officer and the four other most highly compensated executive officers of the
Registrant for services rendered in all capacities. Compensation amounts are on
an accrual basis and include amounts deferred at the officer's election.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------------------------------------------
(C) (D) (C)(E)
OTHER ANNUAL RESTRICTED ALL OTHER
NAME & PRINCIPAL (B) COMPENSATION STOCK AWARDS COMPENSATION
POSITION (A) YEAR SALARY ($) BONUS ($) ($) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rick R. Holley 1995 $390,000 $195,000 $195,000 $ 47,535
President and 1994 $375,000 $187,500 $187,500 $111,755
Chief Executive Officer 1993 $149,733 $ 90,840 $ 10 $377,470
Charles P. Grenier 1995 $312,000 $156,000 $156,000 $ 28,701
Executive Vice President 1994 $300,000 $150,000 $150,000 $ 64,871
1993 $148,433 $ 90,060 $ 20 $366,131
James A. Kraft 1995 $206,000 $ 92,700 $ 92,700 $ 25,002
Vice President, Law 1994 $200,000 $100,000 $100,000 $ 49,711
1993 $123,633 $ 62,650 $ 37 $279,232
Diane M. Irvine 1995 $175,000 $ 78,500 $ 7,504 $ 78,500 $ 15,176
Vice President and 1994 $135,288 $ 75,000 $10,728 $ 75,000 $ 37,500
Chief Financial Officer
William R. Brown 1995 $124,664 $ 65,000 $13,098 $ 65,000 $ 29,014
Vice President,
Resource Management
</TABLE>
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(a) Principal position as of December 31, 1995.
(b) Bonuses include cash amounts awarded under the Management Incentive
Plan ("MIP"). Under the terms of the MIP, one half of any bonus awarded
is paid in cash and the remaining half of any bonus awarded is
converted into restricted Shadow Units (defined below). The Shadow Unit
portion of the awards is reflected under the Restricted Stock Awards
column of the Summary Compensation Table. Payments made by the General
Partner under the MIP are not reimbursable by the Registrant.
(c) All Other Compensation and Other Annual Compensation includes $21,876
and $13,098, respectively, for reimbursement to Mr. Brown of the
purchase price of 1,000 Units and the related tax liability. Other
Annual Compensation includes $7,504 for reimbursement to Ms. Irvine of
the tax liability related to reimbursement for the purchase of Units in
1994.
(d) The amounts under the Restricted Stock Awards column of the Summary
Compensation Table represent Shadow Units awarded under the MIP.
Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine were awarded
7,393, 5,915, 3,515, 2,464 and 2,976 Shadow Units, respectively, on
January 30, 1996 for the 1995 Plan Year. The number of Shadow Units
credited to each participant's account was determined by the amount of
the Unit portion of bonuses awarded divided by the Average Price of a
Unit, as defined in the Plan, for the date the cash portion was paid to
the Participant.
Once Shadow Units have been credited to a participant's account,
additional Shadow Units will be credited to the participant's account
with respect to subsequent cash distributions made by the Registrant.
The number of additional Shadow Units to be so credited is equal to the
per Unit distribution amount multiplied by the number of Shadow Units
currently credited to the participant's account divided by the Average
Price of the Units on the distribution date.
Each Shadow Unit credited to a participant's account represents the
participant's right to receive an actual Unit upon the occurrence of a
realization event which is defined as the earliest of the expiration of
the Performance Period (three years subsequent to the Plan Year for
which the bonus is awarded), a change in control or the participant's
termination of employment as a result of permanent disability or the
participant's death. If the participant's employment is terminated
involuntarily for cause prior to the occurrence of a realization event,
the participant forfeits any Shadow Units credited to his or her
account.
As of December 31, 1995, Messrs. Holley, Grenier, Kraft and Ms. Irvine
held 8,984, 7,187, 4,791 and 3,593 Restricted Units, respectively, that
vest on December 31, 1997 or earlier under certain circumstances, as
described in the preceding paragraph. The market value of such
Restricted Units, based on the closing price on December 31, 1995, was
$214,486, $171,588, $114,393 and $85,795, respectively.
(e) All Other Compensation includes matching thrift contributions in the
Plum Creek Thrift and Profit Sharing Plan for Messrs. Holley, Grenier,
Kraft, Brown and Ms. Irvine totaling $6,750,
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$6,750, $6,750, $4,779 and $6,750 and includes matching thrift
contributions in the Plum Creek Supplemental Benefits Plan for Messrs.
Holley, Grenier, Kraft, Brown and Ms. Irvine totaling $40,785, $21,951,
$18,252, $2,359 and $8,426, respectively.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
<TABLE>
<CAPTION>
Performance Period
Name Number of UARs Until Maturation
- ---- -------------- ------------------
<S> <C> <C>
William R. Brown 80,000 December 31, 1998
</TABLE>
Effective October 1, 1993, the Board of Directors of Corp. I approved a
long-term incentive plan ("LTIP"). The LTIP is administered by a
committee of the Board of Directors ("Committee"). Pursuant to the
determination of the Committee, Unit Appreciation Rights ("UARs") were
granted to Mr. Brown effective February 22, 1995.
The terms of the UARs granted to Mr. Brown provide for five Unit Value
targets with the first Unit Value target set at 115% of a Base Unit
Value of $26.45 and each subsequent Unit Value target at 115% of the
previous target. Effective July 20, 1995, the Base Unit Value for the
UARs granted to Mr. Brown and Ms. Irvine was amended to be $20.00.
Consequently, the five Unit Value targets are $23.00, $26.45, $30.42,
$34.98, and $40.23, respectively.
A Unit Value target is attained when the Unit Value (defined as the sum
of the current market price of a Unit and all cash distributions paid
by the Registrant on or after January 1, 1994) equals or exceeds the
Unit Value target for 75 calendar days during any 90 consecutive
calendar day period. Upon attaining each Unit Value target prior to
December 31, 1998, (the "Performance Period") a percentage of the UARs
are triggered equal, respectively in turn, to 10%, 15%, 20%, 25%, and
30% of the UARs awarded to a participant. Upon attaining each Unit
Value target prior to the end of the Performance Period, a
participant's account will be credited with a number of Shadow Units
determined by multiplying the number of UARs triggered by approximately
0.503.
Once Shadow Units have been credited to a participant's account,
additional Shadow Units will be credited to the participant's account
with respect to subsequent cash distributions made by the Registrant.
The number of additional Shadow Units to be so credited is equal to the
per Unit distribution amount multiplied by the number of Shadow Units
currently credited to the participant's account divided by the market
price of the Units on the distribution date.
Each Shadow Unit credited to a participant's account represents the
participant's right to receive an actual Unit upon the occurrence of a
realization event which is defined as the
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earliest of the expiration of the Performance Period, a change in
control or the participant's termination of employment either
involuntarily without cause or voluntarily with good reason or as a
result of permanent disability or the participant's death. If the
participant's employment is terminated either involuntarily for cause
or voluntarily without good reason prior to the occurrence of a
realization event, the participant forfeits any Shadow Units credited
to his or her account and any UARs granted to the participant under the
LTIP.
PENSION PLAN
Estimated annual benefit levels under the supplemental, non-qualified
pension plan of the Registrant ("Pension Plan"), based on earnings and years of
credited service at age 65, are as follows:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
---------------------Years of Service ------------------------
Remuneration 15 20 25 30
- ------------ -- -- -- --
<S> <C> <C> <C> <C>
$ 100,000 $ 22,433 $ 29,910 $ 37,388 $ 44,865
$ 300,000 $ 70,433 $ 93,910 $117,388 $140,865
$ 500,000 $118,433 $157,910 $197,388 $236,865
$ 700,000 $166,433 $221,910 $277,388 $332,865
$ 900,000 $214,433 $285,910 $357,388 $428,865
$1,100,000 $262,433 $349,910 $437,388 $524,865
$1,300,000 $310,433 $413,910 $517,388 $620,865
$1,500,000 $358,433 $477,910 $597,388 $716,865
</TABLE>
Benefit accruals under the Pension Plan are based on the gross amount
of salary and incentive bonuses, including bonuses awarded in Units under the
MIP plan included in the Restricted Stock Column of the Summary Compensation
Table, but excluding all commissions and other extra or added compensation or
benefits of any kind or nature.
The Pension Plan formula for retirement at age 65 is 1.1% of the
highest five-year average earnings, plus .5% of the highest five-year average
earnings in excess of one-third of the FICA taxable wage base in effect during
the year of termination, times the number of years of credited service up to a
maximum of 30 years. An early retirement supplement equal to 1% of the highest
five-year average earnings up to one-third of the FICA taxable wage base in
effect in the year of termination, times the number of years of credited service
up to a maximum of 30 years, is payable until age 62. Both the basic benefit and
the supplement are reduced by 2% for each year the employee's actual retirement
date precedes the date the employee would have attained age 65, or the date the
employee could have retired after attaining age 60 with 30 years of credited
service, if earlier. In addition, the basic benefit and the supplemental benefit
will be reduced by any previously accrued and distributed benefits, increased
for an assumed interest factor, under the Burlington Resources Inc. Pension
Plan, under which participation was terminated on December 31, 1992 for the
officers of the general partner of the Registrant. Years of service under the
Pension Plan at age 65 for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine
would be 30, 27, 30, 26 and 30, respectively. Years of service
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under the Pension Plan as of December 31, 1995 for Messrs. Holley, Grenier,
Kraft, Brown and Ms. Irvine were 13, 9, 12, 5 and 2, respectively.
DIRECTOR COMPENSATION
Directors of Corp. I receive an annual retainer of $30,000 plus $1,000
for each Board of Directors meeting and committee meeting attended. The chairmen
of the Audit and Compliance Committee, the Compensation Committee, and the
Conflicts Committee of the Board of Directors each receive an additional annual
retainer of $5,000. Directors may defer all or part of their compensation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, Mr. Leland served on the Compensation Committee of the
Board of Directors. Mr. Leland is the former President and Chief Executive
Officer of the General Partner.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP
To the best knowledge of the Registrant, there were no beneficial
owners of more than five percent of the Registrant's Units outstanding on
February 29, 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the total number of Units held by the
directors of Corp. I, the executive officers of the General Partner, and all
directors of Corp. I and executive officers of the General Partner as a group,
in each case, as of February 29, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF PERCENT
NAME OF INDIVIDUAL OR IDENTITY OF GROUP DEPOSITARY UNITS OF CLASS
- --------------------------------------- ----------------------- --------
<S> <C> <C>
Directors
Ian B. Davidson 20,414 0.05%
George M. Dennison 651 0.00%
Charles P. Grenier 98,285(c) 0.24%
Rick R. Holley 163,814(c)(d) 0.40%
David D. Leland 125,625 0.31%
William E. Oberndorf 478,265(a) 1.18%
William J. Patterson 0(b) 0.00%
John H. Scully 483,265(a) 1.19%
Executive Officers
William R. Brown 17,466(c)(e) 0.04%
Diane M. Irvine 23,819(c) 0.06%
James A. Kraft 44,676(c) 0.11%
11 Executive Officers & Directors as a
Group 698,600 1.72%
======= =====
</TABLE>
(a) Includes 478,265 Units owned by an Employee Benefits Trust of the
General Partner as to which Messrs. Oberndorf and Scully have shared
voting and dispositive power. Messrs. Oberndorf and Scully share
control of and have an indirect pecuniary interest in the General
Partner's 2% interest in the Registrant. Messrs. Oberndorf and Scully
disclaim that the
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General Partner's 2% interest in the Partnership constitutes a
security.
(b) Mr. Patterson has an indirect pecuniary interest in the General
Partner's 2% interest in the Registrant. Mr. Patterson disclaims that
the General Partner's 2% interest in the Registrant constitutes a
security.
(c) Includes non-vested Shadow Units credited to participant's accounts
under the terms of the LTIP and the MIP. Upon vesting, the participants
are entitled to receive one Unit for each Shadow Unit that vests.
Non-vested Shadow Units under the terms of the LTIP credited to the
participant's accounts for Messrs. Holley, Grenier, Kraft, Brown and
Ms. Irvine totaled 75,577, 53,984, 32,390, 10,271 and 16,049,
respectively. Non-vested Shadow Units under the terms of the MIP
credited to the participant's accounts for Messrs. Holley, Grenier,
Kraft, Brown and Ms. Irvine totaled 16,377, 13,102, 8,306, 2,464 and
6,570, respectively. Messrs. Holley, Grenier, Kraft, Brown and Ms.
Irvine disclaim beneficial ownership of both the non-vested Shadow
Units under the LTIP and the MIP.
(d) Includes 43,200 Units deferred under the Unit Awards Plan. Mr. Holley
disclaims beneficial ownership of the Units deferred.
(e) Includes 1,125 Units subject to vesting restrictions under an employee
benefit plan. Mr. Brown disclaims beneficial ownership of the Units
subject to vesting restrictions.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
11
