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, 1997
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
Organized in the State of Delaware I.R.S. Employer
Identification No. 91-1443693
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. [ X ]
The aggregate market value of Units held by non-affiliates based on the
closing sales price on February 28, 1998 was approximately
$1,523,574,709. 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.
The undersigned Registrant hereby amends the following items of its
Annual Report for 1997 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
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 1998 and until their successors are duly elected and
qualified. There are no family relationships among them.
Ian B. Davidson (Age 66) -- 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 62) -- 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 48) -- 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. Mr. Grenier also serves as a Director
of Winter Sports, Inc.
Rick R. Holley (Age 46) -- 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.
David D. Leland (Age 62) -- 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
Officer of the General Partner from December 1992 to December 1993.
William E. Oberndorf (Age 44) -- 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 36) -- 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 53) -- 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.
Officer
Name Age Office Since
- ---- --- ------ -----
Rick R. Holley(a) 46 President and Chief 1989
Executive Officer
Charles P. Grenier(a) 48 Executive Vice President 1989
William R. Brown(b) 46 Vice President, Strategic 1995
Business Development
Michael J. Covey(c) 40 Vice President, Resources 1998
Lindsay G. Crawford(d) 48 Vice President, Southern Region 1996
Barbara L. Crowe(e) 47 Vice President, Human Resources 1997
Diane M. Irvine(f) 39 Vice President and 1994
Chief Financial Officer
James A. Kraft(g) 43 Vice President, General Counsel 1989
and Secretary
(a) Served during the past five years in a managerial or executive
capacity with the General Partner.
(b) Served since January 1998 as Vice President, Strategic Business
Development of the General Partner. Mr. Brown was Vice President,
Resource Management of the General Partner from February 1995 to
January 1998 and 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 January 1998 as Vice President, Resources of the
General Partner. Mr. Covey was the General Manager, Rocky Mountain
Timberlands for the General Partner from August 1996 to January
1998, was Director of Operations, Rocky Mountain Region for the
General Partner from June 1995 to August 1996, and was Plant
Manager, Ksanka Sawmill for the General Partner and the General
Partner's predecessor, Plum Creek Management Company, from August
1992 to June 1995.
(d) 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.
(e) Served since April 1997 as Vice President, Human Resources of the
General Partner. From October 1995 through March 1997, Ms. Crowe
was Vice President, Human Resources for Weight Watchers Gourmet
Food Co., a subsidiary of the H.J. Heinz Company. From November
1991 through September 1995, Ms. Crowe worked in Human Resources
at Ore-Ida Foods, Inc., a subsidiary of the H.J. Heinz Company,
first as Manager, then as General Manager.
(f) 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.
(g) 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 of 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
The Registrant is not aware of any reporting violations regarding
Section 16(a).
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The following table sets forth a summary of compensation for the
three fiscal years ended December 31, 1997 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
-------------------------------------------------
<S> <C> <C> <C> <C> <C>
(c) (d)
Other Annual Restricted All Other
Name & Principal (b) Compensation Stock Awards Compensation
Position(a) Year Salary($) Bonus($) ($) ($) ($)
- -----------------------------------------------------------------------------------
Rick R. Holley 1997 $434,000 $217,000 $217,000 $51,240
President and 1996 $413,000 $206,500 $206,500 $48,640
Chief Executive 1995 $390,000 $195,000 $195,000 $47,535
Officer
Charles P. Grenier 1997 $343,000 $171,500 $171,500 $40,640
Executive Vice 1996 $330,000 $165,000 $165,000 $31,360
President 1995 $312,000 $156,000 $156,000 $28,701
James A. Kraft 1997 $223,600 $111,800 $111,800 $26,488
Vice President, 1996 $215,000 $107,500 $107,500 $24,616
General Counsel 1995 $206,000 $92,700 $92,700 $25,002
and Secretary
Diane M. Irvine 1997 $200,000 $100,000 $100,000 $17,490
Vice President 1996 $183,000 $91,500 $91,500 $15,690
and Chief 1995 $175,000 $78,500 $7,504 $78,500 $15,176
Financial Officer
William R. Brown 1997 $165,000 $82,500 $82,500 $14,400
Vice President, 1996 $150,000 $75,000 $75,000 $12,900
Strategic Business 1995 $124,664 $65,000 $13,098 $65,000 $29,014
Development
</TABLE>
(a) Principal position as of December 31, 1997.
(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 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
6,532, 5,132, 3,365, 2,484, and 3,011 Shadow Units, respectively,
for the 1997 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 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.
On December 31, 1997, Messrs. Holley, Grenier, Kraft and Ms. Irvine
held Shadow Units awarded under the MIP that vest as set forth below.
Messrs. Holley, Grenier, Kraft and Ms. Irvine held 10,386, 8,309, 5,539
and 4,155 Shadow Units, respectively, that vested on December 31, 1997.
Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine held 8,548, 6,838,
4,063, 2,849 and 3,441 Shadow Units, respectively, that will vest on
December 31, 1998 or earlier under certain circumstances, as described
in the preceding paragraph. In addition, Messrs. Holley, Grenier, Kraft,
Brown and Ms. Irvine held 7,603, 6,075, 3,958, 2,761 and 3,369 Shadow
Units, respectively, that will vest on December 31, 1999 or earlier under
certain circumstances, as described in the preceding paragraph. The
market value of the total Shadow Units awarded under the MIP held by
Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine, based on the closing
price on December 31, 1997, was $802,752, $641,979, $410,218, $169,722
and $331,676, 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 $9,500 each and includes matching
thrift contributions in the Plum Creek Supplemental Benefits Plan for
Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaling $41,740,
$31,140, $16,988, $4,900 and $7,990, respectively.
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
------------------Years of Service ---------------
Remuneration 15 20 25 30
- ------------ -- -- -- --
$100,000 $22,290 $29,720 $37,150 $44,580
$300,000 $70,290 $93,720 $117,150 $140,580
$500,000 $118,290 $157,720 $197,150 $236,580
$700,000 $166,290 $221,720 $277,150 $332,580
$900,000 $214,290 $285,720 $357,150 $428,580
$1,100,000 $262,290 $349,720 $437,150 $524,580
$1,300,000 $310,290 $413,720 $517,150 $620,580
$1,500,000 $358,290 $477,720 $597,150 $716,580
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, 1997 for Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine were 15, 11, 14, 7 and 4,
respectively.
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. Dr. Dennison received only $14,500 in directors fees in 1997.
Certain incidental expenses are paid on behalf of the Chairman of
the Board, Mr. Leland, including lease payments on a company car, which
totaled $24,051 for 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, 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.
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, 1998.
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, 1998.
Amount and Nature
Name of Individual of Beneficial Ownership Percent of
or Identity of Group of Depositary Units Class
- ---------------------- ----------------------- ----------
Directors
Ian B. Davidson 23,620 0.05%
George M. Dennison 1,636(a) 0.00%
Charles P. Grenier 209,802(d) 0.45%
Rick R. Holley 275,921(d) 0.60%
David D. Leland 102,625 0.22%
William E. Oberndorf 784,555(b) 1.69%
William J. Patterson 732(c) 0.00%
John H. Scully 789,476(b) 1.70%
Executive Officers
William R. Brown 44,142(d) 0.10%
Diane M. Irvine 63,465(d) 0.14%
James A. Kraft 112,410(d) 0.24%
14 Executive Officers &
Directors as a Group 1,012,528 2.19%
========= =====
(a) Includes 560 Units deferred under the Deferred Compensation Plan
for Directors. Mr. Dennison disclaims beneficial ownership of the
Units deferred.
(b) Includes 783,854 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 General Partner's 2% interest in the
Partnership constitutes a security.
(c) 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.
(d) Includes non-vested Shadow Units credited to participants' 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 participants' accounts for
Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaled
216,870, 154,907, 92,944, 31,583, and 49,349, respectively. Non-vested
Shadow Units under the terms of the MIP credited to the participants'
accounts for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine
totaled 23,064, 18,348, 11,578, 8,230 and 9,986, 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The Registrant is required under its Partnership agreement to
reimburse the General Partner for compensation costs related to the
management of the Registrant, including the purchase of Units associated
with certain benefit plans. During 1997, the Registrant paid the
General Partner for its purchase of 280,482 Units at a total cost of
$9.2 million.
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 20, 1998 By: /s/ DIANE M. IRVINE
-----------------------
Diane M. Irvine,
Vice President and
Chief Financial Officer
