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, 1998
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. [ ]
The aggregate market value of Units held by non-affiliates based
on the closing sales price on February 28, 1999 was approximately
$1,203,592,508. For this calculation, all executive officers
directors and Unitholders owning more than 5% of the outstanding
Units 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 1998 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
Item 14 Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
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 1999 and until
their successors are duly elected and qualified. There are no
family relationships among them.
Ian B. Davidson (Age 67) -- Mr. Davidson was elected a
Director of Corp. I in December 1992 and is a member of the
Compensation Committee and is the Chairman of both the Conflicts
Committee and the Audit and Compliance Committee of the Board of
Directors. Since 1970, Mr. Davidson has been Chairman and Chief
Executive Officer of DADCO and Chairman of D.A. Davidson & Co., a
regional brokerage firm. Mr. Davidson was also Chief Executive
Officer of D.A. Davidson & Co., until January, 1998. Mr. Davidson
also serves as a Director of Energy West and the DADCO Companies.
George M. Dennison (Age 63) -- 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 49) -- 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 also serves as a Director of Winter Sports,
Inc.
Rick R. Holley (Age 47) -- 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.
David D. Leland (Age 63) -- 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.
William E. Oberndorf (Age 45) -- 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 37) -- Mr. Patterson became a
Director of Corp. I in November 1992 and is 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 54) -- 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.
In addition to the above eight directors, John G. McDonald
(Age 61) is expected to become a director of Plum Creek Timber
Company, Inc. prior to the closing of the Conversion Transaction.
Mr. McDonald is the IBJ Professor of Finance in the Graduate
School of Business at Stanford University, where he has been a
faculty member since 1968. He serves as a director of the
following companies: Varian Associates, Inc.; Scholastic Corp.;
TriNet Corp. Realty Trust, Inc.; Garden State Vintners, Inc.; and
8 funds managed by Capital Research and Management Company and
affiliates. From 1987 to 1990, Mr. McDonald served as a Governor
of the National Association of Securities Dealers, the last year
as Vice Chairman.
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) 47 President and Chief Executive Officer 1989
Charles P. Grenier (a) 49 Executive Vice President 1989
William R. Brown (b) 47 Vice President, Strategic Business 1995
Development
Michael J. Covey (c) 41 Vice President, Resources 1998
Barbara L. Crowe (d) 48 Vice President, Human Resources 1997
Diane M. Irvine (e) 40 Vice President and Chief Financial 1994
Officer
James A. Kraft (f) 44 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 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.
(e) 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. Ms. Irvine is a member of the board of directors of
the DADCO Companies.
(f) 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.
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
A Form 3 filed January 29, 1998 on behalf of Michael J.
Covey, an executive officer of the General Partner, inadvertently
omitted to disclose the ownership of 608 directly held Units.
These 608 Units were subsequently reported on a Form 5 filed on
Mr. Covey's behalf on February 13, 1999.
The Registrant is not aware of any other 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, 1998 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
Long Term
Compensation
---------------------
Annual Compensation Awards Payouts
---------------------------------------------------
(a) (b) (c) (d) (e)
Other
Annual Restricted All Other
Name & Compen- Stock LTIP Compen-
Principal Year Salary Bonus sation Awards Payouts sation
Position ($) ($) ($) ($) ($) ($)
- --------- ---- ------ ------ ------- -------- --------- ------
Rick R. Holley 1998 $456,000 $114,000 $2,994 $114,000 $8,450,148 $53,840
President and
Chief 1997 $434,000 $217,000 $217,000 $51,240
Executive
Officer 1996 $413,000 $206,500 $206,500 $48,640
Charles P. 1998 $356,000 $75,000 $2,723 $75,000 $6,035,820 $42,200
Grenier,
Executive 1997 $343,000 $171,500 $171,500 $40,640
Vice President
1996 $330,000 $165,000 $165,000 $31,360
James A. Kraft 1998 $232,000 $55,000 $1,559 $55,000 $3,621,491 $27,503
Vice President,
General 1997 $223,600 $111,800 $111,800 $26,488
Counsel and
Secretary 1996 $215,000 $107,500 $107,500 $24,616
Diane M. 1998 $208,000 $46,500 $1,326 $46,500 $1,946,668 $18,480
Irvine, Vice
President 1997 $200,000 $100,000 $100,000 $17,490
and Chief
Financial 1996 $183,000 $91,500 $91,500 $15,690
Officer
William R. 1998 $175,000 $50,000 $1,088 $50,000 $1,245,868 $15,450
Brown, Vice
President, 1997 $165,000 $82,500 $82,500 $14,400
Strategic
Business 1996 $150,000 $75,000 $75,000 $12,900
Development
(a) Amounts in the bonus column represent the cash portion of the
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.
(b) Other Annual Compensation represents reimbursement for certain taxes
related to the 1997 MIP award.
(c) The amounts under the Restricted Stock Awards column of the Summary
Compensation Table represent Shadow Units awarded under the MIP.
The number of Shadow Units credited to each participant's account is
determined by subtracting certain taxes from the dollar amount of
the Unit portion of each participant's MIP award and then dividing
the remainder by the Average Price of a Unit, as defined in the
Plan. With respect to the 1998 Plan Year, the Average Price of a
Unit, and thus the actual number of Units awarded, is not
determinable until April 1999.
Once Shadow Units have been credited to a participant's account,
additional Shadow Units are be credited to the participant's account
with respect to subsequent cash distributions made by the
Registrant. The number of additional Shadow Units that are 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, 1998, Messrs. Holley, Grenier, Kraft, Brown and Ms.
Irvine held Shadow Units awarded under the MIP that vest as set
forth below. Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine
held 9,230, 7,384, 4,388, 3,077 and 3,716 Shadow Units,
respectively, that vested on December 31, 1998. Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine held 8,210, 6,560, 4,274, 2,982
and 3,638 Shadow Units, respectively, that will vest on December 31,
1999 or earlier under certain circumstances, as described in the
preceding paragraph. In addition, Messrs. Holley, Grenier, Kraft,
Brown and Ms. Irvine held 7,053, 5,542, 3,634, 2,682 and 3,251
Shadow Units, respectively, that will vest on December 31, 2000 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 unit closing price on December 31, 1998, was
$638,294, $507,801, $320,419, $227,782 and $276,354, respectively.
(d) The amounts under the LTIP Payouts column of the Summary
Compensation Table represent Shadow Units earned over a five year
period under the 1994 Long-term incentive plan ("1994 LTIP"). The
performance period under the 1994 LTIP ended December 31, 1998, at
which time all Shadow Units credited to participants' accounts
vested. As of December 31, 1998, Messrs. Holley, Grenier, Kraft,
Brown and Ms. Irvine had earned 314,424, 224,589, 134,753, 46,358
and 72,434 Shadow Units, respectively, under the 1994 LTIP. Each
Shadow Unit credited to a participant's account represents the
participant's right to receive an actual Unit on the distribution
date (a date within 30 business days of the end of the performance
period) except to the extent that the receipt of Units is deferred
until after termination of employment. The distribution date for
non-deferred Units was February 1, 1999.
In accordance with the terms of the 1994 LTIP, Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine elected to defer 92,677,
53,845, 39,719, 13,664 and 21,350 Shadow Units, respectively.
Participants' deferred Shadow Units will be credited with additional
Shadow Units 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.
(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 $9,600 each and
includes matching thrift contributions in the Plum Creek
Supplemental Benefits Plan for Messrs. Holley, Grenier, Kraft, Brown
and Ms. Irvine totaling $44,240, $32,600, $17,903, $5,850 and
$8,880, respectively.
LONG-TERM INCENTIVE PLAN AWARDS IN 1998
Performance Period
Name Number of UARs Until Maturation
---- -------------- ------------------
Rick R. Holley 300,000 December 31, 2003
Charles P. Grenier 200,000 December 31, 2003
James A. Kraft 65,000 December 31, 2003
Diane M. Irvine 70,000 December 31, 2003
William R. Brown 70,000 December 31, 2003
Effective April 18, 1998, the Board of Directors of Corp. I approved
a long-term incentive plan ("1998 LTIP"). The 1998 LTIP will be
administered by a committee of the Board of Directors
("Committee"). Pursuant to the determination of the Committee,
Unit Appreciation Rights ("UARs") were granted to the above named
executive officers.
The terms of the UARs granted provide for five Unit Value Targets
("UVTs") with the first UVT set at 115% of a base Unit value of
$32.00 and each subsequent UVT at 115% of the previous target.
Consequently, the five UVTs are $36.80, $42.32, $48.67, $55.97 and
$64.36.
A UVT 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 after April 17, 1998) equals or exceeds the UVT for
75 calendar days during any 90 consecutive calendar day period,
beginning on the first trading day the Unit Value equals or exceeds
the applicable UVT. Upon attaining each UVT on or prior to December
31, 2003, (the "Performance Period") 20% of the UARs awarded to a
participant are triggered. As a result, for each UAR earned a
participant's account will be credited with an equivalent number of
Shadow Units (defined as the right to receive a Partnership Unit in
accordance with the terms described below.)
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 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 voluntarily without good reason or
involuntarily for cause 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 1998
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
----------------- Years of Credited Service -------------
Final Average
Earnings 15 20 25 30
- ------------- -- -- -- --
$100,000 $22,185 $29,580 $36,975 $44,370
$300,000 $70,185 $93,580 $116,975 $140,370
$500,000 $118,185 $157,580 $196,975 $236,370
$700,000 $166,185 $221,580 $276,975 $332,370
$900,000 $214,185 $285,580 $356,975 $428,370
$1,100,000 $262,185 $349,580 $436,975 $524,370
$1,300,000 $310,185 $413,580 $516,975 $620,370
$1,500,000 $358,185 $477,580 $596,975 $716,370
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. Benefits
amounts in the table above are shown as a single life annuity.
The Pension Plan formula for retirement at age 65 is 1.1% of the
highest five-year average earnings, plus 0.5% 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, 1998 for Messrs. Holley, Grenier, Kraft,
Brown and Ms. Irvine were 16, 12, 15, 8 and 5, 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 $25,500 in directors fees in
1998.
Certain incidental expenses are paid on behalf of the Chairman of
the Board, Mr. Leland, including lease payments on a company car, which
totaled $33,739 for 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, 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.
During 1998, Ms. Irvine served on the board of directors of the
DADCO Companies. Additionally during 1998, Mr. Davidson was Chairman
and Chief Executive Officer of D.A. Davidson & Co. and the DADCO
Companies and served on the Compensation Committee of the Registrant's
Board of Directors.
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, 1999.
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, 1999.
Amount and Nature of
Name of Individual or Beneficial Ownership Percent
Identity of Group of Depositary Units of Class
- --------------------- -------------------- --------
Directors
Ian B. Davidson 25,423 0.05%
George M. Dennison 2,493(a) 0.01%
Charles P. Grenier 212,389(b,c) 0.46%
Rick R. Holley 307,900(b,c) 0.66%
David D. Leland 102,625 0.22%
William E. Oberndorf 360,940(d) 0.78%
William J. Patterson 360,873(d) 0.78%
John H. Scully 360,685(d) 0.79%
Executive Officers
William R. Brown 49,118(b,c) 0.11%
Diane M. Irvine 71,340(b,c) 0.15%
James A. Kraft 126,124(b,c) 0.27%
13 Executive Officers &
Directors as a Group 1,007,317 2.17%
========= =====
(a) Includes 1,417 Units deferred under the Deferred Compensation Plan
for Directors. Mr. Dennison disclaims beneficial ownership of the
Units deferred.
(b) Includes non-vested Shadow Units credited to participants' accounts
under the terms of the MIP for Messrs. Holley, Grenier, Kraft, Brown
and Ms. Irvine totaling 15,598, 12,367, 8,081, 5,788 and 7,040,
respectively. Upon vesting, the participants are entitled to receive
one Unit for each Shadow Unit that vests. Messrs. Holley, Grenier,
Kraft, Brown and Ms. Irvine disclaim beneficial ownership of the
non-vested Shadow Units under the MIP.
(c) Includes Units deferred under the 1994 LTIP. Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine have deferred 94,708, 55,026,
40,589, 13,964 and 21,818 Units, respectively. Messrs. Holley,
Grenier, Kraft, Brown and Ms. Irvine disclaim beneficial ownership
of the Units deferred.
(d) Includes 358,767 Units owned by an Employee Benefits Trust of the
General Partner as to which Messrs. Oberndorf, Patterson and Scully
have shared voting and dispositive power. Messrs. Oberndorf,
Patterson and Scully share control of, and have an indirect
pecuniary interest in, the General Partner's 2% interest in the
Registrant. Messrs. Oberndorf, Patterson and Scully disclaim that
the General Partner's 2% interest in the Partnership constitutes a
security.
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 1998, the Registrant paid the General
Partner for its purchase of 89,780 Units at a total cost of $2.4 million.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) The following documents are filed as a part of this report:
(1) Financial Statements and Supplementary Financial Information
The following combined financial statements of the Company are
included in Part II, Item 8 of the Form 10-K:
Combined Statement of Income..............................33
Combined Balance Sheet....................................34
Combined Statement of Cash Flows..........................35
Notes to Combined Financial Statements....................36
Report of Independent Accountants.........................53
Report of Management......................................54
Supplementary Financial Information.......................55
(2) Financial Statement Schedules
Not applicable.
(3) List of Exhibits
Each exhibit set forth below in the Index to Exhibits is
filed as a part of this report. Exhibits not incorporated
by reference to a prior filing are designated by an
asterisk ("*"); all exhibits not so designated are
incorporated herein by reference to a prior filing as
indicated. Exhibits designated by a positive sign ("+")
indicates management contracts or compensatory plans or
arrangements required to be filed as an exhibit to this
report.
INDEX TO EXHIBITS
Exhibit
Designation Nature of Exhibit
- ----------- -----------------
2.1 Asset Purchase Agreement Among Plum Creek Timber Company,
L.P., Riverwood International Corporation and New River Timber,
LLC, dated August 6, 1996 (Previously filed as Exhibit 2 to the
Current Report on Form 8-K dated August 7, 1996, filed by
Riverwood Holding, Inc., Commission file No. 1-11113, and
incorporated herein by reference).
2.2 Amendment to Asset Purchase Agreement Among Plum Creek
Timber Company, L.P., Riverwood International Corporation and
New River Timber, LLC, dated October 18, 1996 (Form 8-K, File
No. 1-10239, filed October 23, 1996).
2.3 Timberland Purchase and Sale Agreement for Newport Unit
Timberlands by and between Plum Creek Timber Company, L.P. as
Seller, and Stimson Lumber Company as Purchaser, dated as of
September 27, 1996 (Form 8-K, File No. 1-10239, filed October
23, 1996).
2.4 Mill Asset Purchase and Sale Agreement By and Between Plum Creek
Manufacturing, L.P. as Seller, and Stimson Lumber Company as
Purchaser, dated as of September 27, 1996 (Form 8-K, File No. 1-
10239, filed October 23, 1996).
2.5 Purchase and Sale Agreement by and between S.D. Warren
Company as seller and Plum Creek Timber Company, L.P. as
purchaser dated as of October 5, 1998. (Form 10-Q, File No. 1-
10239, for the quarter ended September 30, 1998).
2.6 Amended and Restated Agreement and Plan of Conversion, dated as
of July 17, 1998, by and among Plum Creek Timber Company, Inc.,
Plum Creek Timber Company, L.P. and Plum Creek Management
Company, L.P. (Form S-4, Regis. No. 333-71371, filed January 28,
1999).
2.7 Agreement and Plan of Merger, dated as of July 17, 1998, by and
among Plum Creek Timber Company, L.P., Plum Creek Acquisitions
Partners, L.P. and Plum Creek Timber Company, Inc. (Form S-4,
Regis. No. 333-71371, filed January 28, 1999)
2.8 Agreement and Plan of Merger, dated as of July 17, 1998, by and
among Plum Creek Timber Company, Inc. and Plum Creek Management
Company, L.P. (Form S-4, Regis. No. 333-71371, filed January 28,
1999).
3.1 Amended and Restated Agreement of Limited Partnership of Plum
Creek Timber Company, L.P. dated June 8, 1989, as amended and
restated through October 17, 1995 (Form 10-Q, No. 1-10239, for
the quarter ended September 30, 1995).
3.2 Certificate of Limited Partnership of Plum Creek Timber Company,
L.P., as filed with the Secretary of State of the state of
Delaware on April 12, 1989 (Form S-1, Regis. No. 33-28094,
filed May 1989).
4.1 Form of Deposit Agreement by and among Plum Creek Timber
Company, L.P. and The First National Bank of Boston, dated as of
May 1989, (Form S-1, Regis. No. 33-28094, filed May 1989).
4.2 Form of Transfer Application (Form S-1, Regis. No.
33-28094, filed May 1989).
4.3 Senior Note Agreement, dated May 31, 1989, 11 1/8 percent
Senior Notes due June 8, 2007, Plum Creek Timber Company, L. P.
(Form 10-Q, No. 1-10239, for the quarter ended June 30, 1989).
Amendment No. 1, consent and waiver dated January 1, 1991 to
Senior Note Agreement, dated May 31, 1989, 11 1/8 percent Senior
Notes due June 8, 2007, Plum Creek Timber Company, L.P. (Form 8
Amendment No. 1, for the year ended December 31, 1990).
Amendment No. 2, consent and waiver dated September 1, 1993 to
the Senior Note Agreement (Form 10-K/A, Amendment No. 1, for the
year ended December 31, 1993). Amendment No. 3, Senior Note
Agreement Amendment dated May 20, 1994 (Form 10-K/A, Amendment
No. 1, for the year ended December 31, 1994). Senior Note
Agreement Amendment dated May 31, 1996 (Form 10-Q, No. 1-10239,
for the quarter ended June 30, 1996). Senior Note Agreement
Amendment dated April 15, 1997 (Form 10-Q, No. 1-10239, for the
quarter ended September 30, 1997).
4.4 Mortgage Note Agreement, dated May 31, 1989, 11 1/8
percent First Mortgage Notes due June 8, 2007, Plum Creek
Manufacturing, Inc. (Form 10-Q, No. 1-10239, for the quarter
ended June 30, 1989). Amendment No. 1, consent and waiver dated
January 1, 1991 to Mortgage Note Agreement, dated May 31, 1989,
11 1/8 percent First Mortgage Notes due June 8, 2007, Plum Creek
Manufacturing, Inc., now Plum Creek Manufacturing, L.P. (Form 8
Amendment No. 1, for the year ended December 31, 1990).
Amendment No. 2, consent and waiver dated September 1, 1993 to
the Mortgage Note Agreement (Form 10-K/A, Amendment No. 1, for
the year ended December 31, 1993). Amendment No. 3, Mortgage
Note Agreement Amendment dated May 20, 1994 (Form 10-K/A,
Amendment No. 1, for the year ended December 31, 1994).
Amendment to Mortgage Note Agreement dated June 15, 1995 (Form
10-Q, No. 1-10239, for the quarter ended September 30, 1995).
Mortgage Note Agreement Amendment dated May 31, 1996 (Form 10-Q,
No. 1-10239, for the quarter ended June 30, 1996). Mortgage
Note Agreement Amendment dated April 15, 1997 (Form 10-Q, No. 1-
10239, for the quarter ended September 30, 1997).
4.5 Senior Note Agreement, dated August 1, 1994, 8.73% Senior
Notes due August 1, 2009, Plum Creek Timber Company, L.P. (Form
10-K/A, Amendment No. 1, for the year ended December 31, 1994).
Senior Note Agreement Amendment dated as of October 15, 1995
(Form 10-K, No. 1-10239, for the year ended December 31, 1995).
Senior Note Agreement Amendment dated May 31, 1996 (Form 10-Q,
No. 1-10239, for the quarter ended June 30, 1996). Senior Note
Agreement Amendment dated April 15, 1997 (Form 10-Q, No. 1-
10239, for the quarter ended September 30, 1997).
4.6 Senior Note Agreement, dated as of November 13, 1996, $75
million Series A due November 13, 2006, $25 million Series B due
November 13, 2008, $75 million Series C due November 13, 2011,
$25 million Series D due November 13, 2016 (Form 10-K, No. 1-
10239, for the year ended December 31, 1996).
4.7 Senior Note Agreement, dated as of November 12, 1998, Series E
due February 12, 2007, Series F due February 12, 2009, Series G
due February 12, 2011 (Form 8-K and 8 K/A, File No. 1-10239,
dated November 12, 1998).
10.1 Amended and Restated Revolving Credit Agreement dated as
of December 13, 1996 among Plum Creek Timber Company, L.P., Bank
of America National Trust and Savings Association, as Agent,
NationsBank of North Carolina, N.A., as senior co-agent and the
Other Financial Institutions Party Hereto (Form 10-K, No. 1-
10239, for the year ended December 31, 1996).
10.2+ Plum Creek Supplemental Benefits Plan (Form 10-K/A, Amendment
No. 1, for the year ended December 31, 1994). First Amendment
to the Plum Creek Supplemental Benefits Plan (Form 10-Q, No.
1-10239, for the quarter ended September 30, 1995).
10.3+ 1994 Long-Term Incentive Plan, Plum Creek Management Company,
L.P. (Form 10-K/A, Amendment No. 1, for the year ended December
31, 1993). First Amendment to the Plum Creek Management
Company, L.P. Long-Term Incentive Plan (Form 10-Q, No. 1-10239,
for the quarter ended September 30, 1995).
10.4+ Management Incentive Plan, Plum Creek Management Company, L.P.
(Form 10-K/A, Amendment No. 1, for the year ended December 31,
1993).
10.5+ Executive and Key Employee Salary and Incentive Compensation
Deferral Plan, Plum Creek Management Company, L.P. (Form 10-K/A,
Amendment No. 1, for the year ended December 31, 1994).
10.6+ Deferred Compensation Plan for Directors, PC Advisory Corp. I
(Form 10-K/A, Amendment No. 1, for the year ended December 31,
1994).
10.7+ Plum Creek Director Unit Ownership and Deferral Plan (Form 10-K,
No. 1-10239, for the year ended December 31, 1996).
10.8+ 1998 Long-term Incentive Plan, Plum Creek Management Company,
L.P. (Form 10-Q, No. 1-10239, for the quarter ended June 30,
1998).
21 Subsidiaries of the Registrant. (Form 8 Amendment No. 1, for the
year ended December 31, 1990).
23.1* Consent of Independent Auditors. See attached exhibit.
27 Financial Data Schedule for the year ended December 31, 1998. (Form
10-K, No. 1-10239, for the year ended December 31, 1998).
(b) Reports on Form 8-K
The Partnership filed a current report on Form 8-K dated
October 6, 1998, announcing the execution of a definitive
agreement with S.D. Warren Company to acquire 905,000 acres
of forest lands in central Maine.
The Partnership filed a current report on Form 8-K dated
November 12, 1998, announcing the acquisition of 905,000
acres of forest lands in central Maine from S.D. Warren
Company.
The Partnership filed a current report on Form 8-K dated
December 18, 1998, in which it provided the audited financial
statement for Plum Creek Timber Company, Inc., as of November
30, 1998 and June 5, 1998, which was formed in connection
with the proposed conversion of the Company from a Master
Limited Partnership to a publicly traded Real Estate
Investment Trust.
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 29, 1999 By: /s/ DIANE M. IRVINE
-----------------------------
Diane M. Irvine, Vice President and
Chief Financial Officer
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Plum Creek Timber Company, Inc. on Form S-4 of our
report dated January 26, 1999, on our audits of the combined
financial statements of Plum Creek Timber Company, L.P. as of
December 31, 1998 and 1997, and for each of the three years in the
period ended December 31, 1998, which report is included in Plum
Creek Timber Company, L.P.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Seattle, Washington
March 22, 1999
