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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT 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.
(Exact name of registrant as specified in its charter)
999 Third Avenue, Seattle, Washington 98104-4096
Telephone: (206) 467-3600
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Organized in the State of Delaware I.R.S. Employer Identification No. 91-1443693
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Securities registered pursuant to Section 12(b) of the Act:
Depositary Units, Representing Limited Partner Interests
The above securities are registered on the New York Stock Exchange.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Units held by non-affiliates based on the closing
sales price on February 28, 1997 was approximately $1,337,585,288. For this
calculation, all executive officers and directors have been deemed affiliates.
Such determination should not be deemed an admission that such executive
officers and directors are, in fact, affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: None.
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The undersigned Registrant hereby amends the following items of its
Annual Report for 1996 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
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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 1997 and until their
successors are duly elected and qualified. There are no family relationships
among them.
Ian B. Davidson (Age 65) -- 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 61) -- 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 47) -- Mr. Grenier was elected a Director of
Corp. I effective April 1995. Mr. Grenier has been Executive Vice President of
the General Partner since January 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 45) -- Mr. Holley was elected a Director of Corp. I
effective January 1994. Mr. Holley has been President and Chief Executive
Officer of the General Partner since January 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 61) -- 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 Conflicts Committee of the Board of Directors.
Mr. Leland was President and Chief Executive
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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 43) -- 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. Mr.
Oberndorf serves as a Director for Bell & Howell Company, Inc.
William J. Patterson (Age 35) -- 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.
John H. Scully (Age 52) -- 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. Mr. Scully serves as a
Director for Bell & Howell 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.
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OFFICER
Name Age OFFICE SINCE
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Rick R. Holley (a) 45 President and Chief Executive Officer 1989
Charles P. Grenier (a) 47 Executive Vice President 1989
William R. Brown (b) 45 Vice President, Resource Management 1995
Lindsay G. Crawford (c) 47 Vice President, Southern Region 1996
Diane M. Irvine (d) 38 Vice President and Chief Financial Officer 1994
James A. Kraft (e) 42 Vice President, General Counsel and Secretary 1989
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(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.
(b) Served since February 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.
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(c) Served since October 1996 as Vice President, Southern Region, of the
General Partner. Mr. Crawford was the General Manager - Lumber for the
General Partner from December 1994 to October 1996 and was the Director
of Operations - Flathead Mills for the General Partner and the General
Partner's predecessor, Plum Creek Management Company, from June 1989 to
November 1994.
(d) Served since February 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.
(e) Served since April 1996 as Vice President, General Counsel and
Secretary of the General Partner. Mr. Kraft was Vice President, Law of
the General Partner from January 1994 to April 1996 and was Vice
President, Law and Corporate Affairs for the General Partner and the
General Partner's predecessor, Plum Creek Management Company, from
April 1989 to December 1993.
Executive officers of the General Partner are appointed annually at the
second quarterly meeting of the Board of Directors of Corp. I.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Ian B. Davidson, a Director of Corp. I, failed to report in a timely
manner on a Form 4 the acquisition on March 21, 1996 of 37 Depositary Units of
the Registrant representing Limited Partner Interests ("Units"). The Units were
reported on a Form 4 by Mr. Davidson on June 12, 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, 1996 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
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LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-----------------------------------------------------------------
(c) (d)
OTHER ANNUAL RESTRICTED ALL OTHER
NAME & PRINCIPAL (b) COMPENSATION STOCK AWARDS COMPENSATION
POSITION (a) YEAR SALARY ($) BONUS ($) ($) ($) ($)
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Rick R. Holley 1996 $413,000 $206,500 $206,500 $48,640
President and 1995 $390,000 $195,000 $195,000 $47,535
Chief Executive Officer 1994 $375,000 $187,500 $187,500 $111,755
Charles P. Grenier 1996 $330,000 $165,000 $165,000 $31,360
Executive Vice President 1995 $312,000 $156,000 $156,000 $28,701
1994 $300,000 $150,000 $150,000 $64,871
James A. Kraft 1996 $215,000 $107,500 $107,500 $24,616
Vice President, General 1995 $206,000 $92,700 $92,700 $25,002
Counsel and Secretary 1994 $200,000 $100,000 $100,000 $49,711
Diane M. Irvine 1996 $183,000 $91,500 $91,500 $15,690
Vice President and 1995 $175,000 $78,500 $7,504 $78,500 $15,176
Chief Financial Officer 1994 $135,288 $75,000 $10,728 $75,000 $37,500
William R. Brown 1996 $150,000 $75,000 $75,000 $12,900
Vice President, 1995 $124,664 $65,000 $13,098 $65,000 $29,014
Resource Management
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(a) Principal position as of December 31, 1996.
(b) Amounts in the bonus column represent the cash portion of Management
Incentive Plan ("MIP") awards. Under the terms of the MIP, one half of
any MIP award is paid in cash and the remaining half 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 currently reimbursed by the Registrant.
(c) 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
7,097, 5,671, 3,695, 2,578, and 3,145 Shadow Units, respectively, for
the 1996 Plan Year. The number of Shadow Units credited to each
participant's account was determined by the amount of the Unit portion
of each such participant's MIP award, less certain payroll taxes,
divided by the Average Price of a Unit, as defined in the Plan.
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 as defined in the Plan.
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, 1996, Messrs. Holley, Grenier, Kraft and Ms. Irvine
held 9,695, 7,756, 5,171 and 3,878 Restricted Units, respectively, that
vest on December 31, 1997 or earlier under certain circumstances, as
described in the preceding paragraph. In addition, Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine held 7,979, 6,383, 3,793, 2,660
and 3,212 Restricted Units, respectively, that vest on December 31,
1998 or earlier under certain circumstances, as described in the
preceding paragraph. The market value of the total Restricted Units
held by Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine, based on
the closing price on December 31, 1996, was $461,738, $369,390,
$234,181, $69,483 and $185,230, respectively.
(d) 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 $7,236, $6,972, $7,610, $8,025 and
$7,823 and includes matching thrift contributions in the Plum Creek
Supplemental Benefits Plan for Messrs. Holley, Grenier, Kraft, Brown
and Ms. Irvine totaling $41,404, $24,388, $17,006, $4,875 and $7,868,
respectively.
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PENSION PLAN
Estimated annual benefit levels under the supplemental, non-qualified
pension plan of the Registrant ("Pension Plan"), based on earnings and years of
credited service at age 65, are as follows:
PENSION PLAN TABLE
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YEARS OF SERVICE
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REMUNERATION 15 20 25 30
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$ 100,000 $ 22,365 $ 29,820 $ 37,275 $ 44,730
$ 300,000 $ 70,365 $ 93,820 $117,275 $140,730
$ 500,000 $118,365 $157,820 $197,275 $236,730
$ 700,000 $166,365 $221,820 $277,275 $332,730
$ 900,000 $214,365 $285,820 $357,275 $428,730
$1,100,000 $262,365 $349,820 $437,275 $524,730
$1,300,000 $310,365 $413,820 $517,275 $620,730
$1,500,000 $358,365 $477,820 $597,275 $716,730
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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 under the Pension
Plan as of December 31, 1996 for Messrs. Holley, Grenier, Kraft, Brown and Ms.
Irvine were 14, 10, 13, 6 and 3, respectively.
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DIRECTOR COMPENSATION
Directors of Corp. I, who are not employees of the company, 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.
Certain incidental expenses are paid on behalf of the Chairman of the
Board, Mr. Leland, including lease payments on a company car, which totaled
$23,989 for 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, Mr. Leland and Mr. Davidson served on the Compensation
Committee of the Board of Directors. Mr. Leland is the former President and
Chief Executive Officer of the General Partner. Mr. Davidson is Chairman and
Chief Executive Officer of D.A. Davidson. In 1996, D.A. Davidson was one of five
managing underwriters for the Registrant's public offering of 5,715,000 Units.
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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 28, 1997.
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 28, 1997.
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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 22,284 0.05%
George M. Dennison 1,023 0.00%
Charles P. Grenier 144,004(c) 0.31%
Rick R. Holley 227,627(c)(d) 0.49%
David D. Leland 105,625 0.23%
William E. Oberndorf 503,135(a) 1.09%
William J. Patterson 0(b) 0.00%
John H. Scully 508,135(a) 1.10%
Executive Officers
William R. Brown 26,662(c) 0.06%
Diane M. Irvine 39,084(c) 0.08%
James A. Kraft 72,151(c) 0.16%
12 Executive Officers & Directors as a
Group 710,843 1.53%
======= =====
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(a) Includes 503,135 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.
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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 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 Long-Term Incentive Plan (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 137,780, 98,414, 59,049,
19,628 and 30,668, 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 17,986, 14,389,
9,122, 2,707 and 7,215, respectively. Messrs. Holley, Grenier, Kraft,
Brown and Ms. Irvine disclaim beneficial ownership of the non-vested
Shadow Units under both 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1996, D.A. Davidson was one of five managing underwriters for the
Registrant's public offering of 5,715,000 Units and received customary
compensation related thereto. Ian B. Davidson, a director of Corp. I, is
Chairman and Chief Executive Officer of D.A. Davidson.
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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 28, 1997 By: /s/ DIANE M. IRVINE
-----------------------------------------
Diane M. Irvine, Vice President and
Chief Financial Officer
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