<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
Amendment No 1
Plum Creek Timber Company, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
729251108
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(CUSIP Number)
John H. Scully
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
with a copy to:
Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Check the following box if a fee is being paid with the statement. [_]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
**The total number of shares of stock reported as beneficially owned by the
Reporting Persons herein is 16,513,796 shares of common stock which constitutes
approximately 24.1% of the total number of shares of common stock outstanding
and 634,566 shares of special voting stock which constitutes 100% of the total
number of shares of special voting stock outstanding. All ownership percentages
set forth herein assume that there are 68,572,009 shares of common stock
outstanding and 634,566 shares of special voting stock outstanding.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Cusip No: 729251108 13D Page 2 of 14 Pages
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1. Name of Reporting Person:
PCMC Intermediate Holdings, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: Delaware
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7. Sole Voting Power:
Number of 16,333,722 common stock (1); and
628,220 special voting stock (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
-0-
Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power:
Reporting 16,333,722 common stock (1); and
628,220 special voting stock (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,333,722 common stock (1) and 628,220 special voting stock (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
23.8% common stock; 99% special voting stock
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14. Type of Reporting Person: PN
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(1) Power is exercised through its sole general partner, PC Advisory Partners I,
L.P.
<PAGE>
Cusip No: 729251108 13D Page 3 of 14 Pages
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1. Name of Reporting Person:
PC Advisory Partners I, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: Delaware
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7. Sole Voting Power:
Number of 16,498,709 common stock (1)(2); and
634,566 special voting stock (1)(2)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
-0-
Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power:
Reporting 16,498,709 common stock (1)(2); and
634,566 special voting stock (1)(2)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,498,709 common stock (1)(2) and 634,566 special voting stock (1)(2)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
24.1% common stock; 100% special voting stock
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14. Type of Reporting Person: PN
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(1) Solely in its capacity as the sole general partner of PCMC Intermediate
Holdings, L.P. with respect to 16,333,722 shares of common stock and
628,220 shares of special voting stock. PC Advisory Partners I, L.P.
directly holds 164,987 shares of common stock and 6,346 shares of special
voting stock.
(2) Power is exercised through its sole general partner, PC Advisory Corp. I.
<PAGE>
Cusip No: 729251108 13D Page 4 of 14 Pages
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1. Name of Reporting Person:
PC Advisory Corp. I
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: Delaware
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7. Sole Voting Power:
Number of 16,498,709 common stock (1); and
634,566 special voting stock (1)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
-0-
Owned By
-----------------------------------------------------------
Each 9. Sole Dispositive Power:
Reporting 16,498,709 common stock (1); and
634,566 special voting stock (1)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,498,709 common stock (1) and 634,566 special voting stock (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
24.1% common stock; 100% special voting stock
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14. Type of Reporting Person: PN
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(1) Solely in its capacity as the general partner of PC Advisory Partners I,
L.P.
<PAGE>
Cusip No: 729251108 13D Page 5 of 14 Pages
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1. Name of Reporting Person:
John H. Scully
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: USA
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7. Sole Voting Power:
Number of 8,126 common stock (2)
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
16,498,709 common stock (1); and
Owned By 634,566 special voting stock (1)
-----------------------------------------------------------
Each 9. Sole Dispositive Power:
Reporting 8,126 common stock (2)
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
16,498,709 common stock (1); and
634,566 special voting stock (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,506,835 common stock (1)(2) and 634,566 special voting stock (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
24.1% common stock; 100% special voting stock
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14. Type of Reporting Person: IN
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(1) Solely in his capacity as one of three controlling persons of PC Advisory
Corp. I with respect to 16,498,709 shares of common stock and 634,566
shares of special voting stock.
(2) 5,000 shares of common stock is held in a self administered D.L.&W., Inc.,
Basic Profit Sharing Retirement Plan.
<PAGE>
Cusip No: 729251108 13D Page 6 of 14 Pages
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1. Name of Reporting Person:
William E. Oberndorf
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: USA
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7. Sole Voting Power:
Number of 3,606 common stock
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
16,498,709 common stock (1); and
Owned By 634,566 special voting stock (1)
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Each 9. Sole Dispositive Power:
Reporting 3,606 common stock
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
16,498,709 common stock (1); and
634,566 special voting stock (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,502,315 common stock (1) and 634,566 special voting stock (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
24.1% common stock; 100% special voting stock
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14. Type Box of Reporting Person: IN
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(1) Solely in his capacity as one of three controlling persons of SF Advisory
Corp. II. with respect to 16,498,709 shares of common stock and 634,566
shares of special voting stock.
<PAGE>
Cusip No: 729251108 13D Page 7 of 14 Pages
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1. Name of Reporting Person:
William J. Patterson
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: Not Applicable
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5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): [_]
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6. Citizenship or Place of Organization: USA
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7. Sole Voting Power:
Number of 3,355 common stock
Shares -----------------------------------------------------------
8. Shared Voting Power:
Beneficially
16,498,709 common stock (1); and
Owned By 634,566 special voting stock (1)
-----------------------------------------------------------
Each 9. Sole Dispositive Power:
Reporting 3,355 common stock
Person -----------------------------------------------------------
10. Shared Dispositive Power:
With
16,498,709 common stock (1); and
634,566 special voting stock (1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
16,502,064 common stock (1) and 634,566 special voting stock (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
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13. Percent of Class Represented by Amount in Row (11):
24.1% common stock; 100% special voting stock
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14. Type of Reporting Person: IN
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(1) Solely in his capacity as one of three controlling persons of PC Advisory
Corp. I. with respect to 16,498,709 shares of common stock and 634,566
shares of special voting stock.
<PAGE>
Cusip No: 729251108 13D Page 8 of 14 Pages
Item 1. Security and Issuer.
-------------------
This statement constitutes Amendment No. 1 to the Statement on Schedule 13D
(the "Original Schedule 13D") filed with the Securities Exchange Commission
("SEC") on July 13, 1999 and relates to the shares of common stock, par value
$.01 per share (the "Common Stock") and the shares of special voting common
stock, par value $.01 per share (the "Special Voting Stock", and, together with
the Common Stock, the "Shares") of Plum Creek Timber Company, Inc., a Delaware
corporation (the "Issuer"). Unless otherwise stated herein, the Original
Schedule 13D, as previously amended, remains in full force and effect. Terms
used herein and not defined herein shall have the meanings ascribed thereto in
the Original Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
Item 4 is amended and restated as follows:
The Reporting Persons acquired the Shares reported herein for investment
purposes and to influence the direction and management of the Issuer.
The shares of Special Voting Stock carry the right to vote separately on
certain matters required to be submitted for stockholder approval, including
amendments to the Issuer's certificate of incorporation (the "Amended
Certificate of Incorporation"), certain issuances of shares of common stock and
certain other significant transactions. The Special Voting Stock otherwise
carries the same voting and economic rights as shares of Common Stock and
pursuant to the Agreement and Plan of Conversion (the "Agreement and Plan of
Conversion") will be converted into shares of Common Stock upon certain events.
The foregoing description of the rights and preferences of the Special Voting
Stock is qualified in its entirety by reference to the texts of the Amended
Certificate of Incorporation and the Agreement and Plan of Conversion, which
were filed as Exhibits 1 and 2 to the Original Schedule 13D, respectively, and
incorporated herein by reference.
PC Advisory Partners and Holdings have agreed, pursuant to a Voting
Agreement and Consent dated as of July 18, 2000 by and among the Issuer,
Georgia-Pacific Corporation, a Georgia corporation ("Georgia Pacific"), PC
Advisory Partners and Holdings (the "Voting Agreement"), subject to the terms
and conditions contained therein, (i) to vote the Shares to approve an Agreement
and Plan of Merger (the "Merger Agreement") dated as of July 18, 2000, by and
among the Issuer, Georgia-Pacific and North American Timber Corp., NPI Timber,
Inc., GNN Timber, Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a wholly
owned subsidiary of Georgia-Pacific, (ii) to vote the Shares to approve the
merger contemplated by the Merger Agreement (the "Merger"), (iii) to vote the
Shares to approve the other transactions contemplated thereby, and (iv) to grant
proxies to certain officers of Georgia-Pacific to vote the Shares in such a
manner. Pursuant to the Voting Agreement, each of PC Advisory Partners and
Holdings has agreed to convert each share of Special Voting Stock it owns
immediately prior to the Merger into one share of Common Stock. The descriptions
of the Voting Agreement contained in this Amended Schedule 13D is qualified in
its entirety by reference to the text of such agreement, which is filed as
Exhibit 4 hereto, and is incorporated herein by reference.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
------------------------------------
<PAGE>
Cusip No: 729251108 13D Page 9 of 14 Pages
Item 5 is amended and restated as follows:
(a) Percentage interest calculations for each Reporting Person are based
upon the Issuer having 68,572,009 total outstanding shares of common stock and
634,566 shares of special voting stock, as indicated by the Issuer in its 10Q
filed with the SEC on May 4, 2000.
Holdings
--------
The aggregate number of Shares that Holdings owns directly is 16,333,722
shares of common stock and 628,220 shares of special voting stock which
constitutes approximately 23.8% of the shares of common stock outstanding and
99% of the shares of special voting stock of the outstanding Shares.
PC Advisory Partners
--------------------
Individually, and because of its position as the sole general partner of
Holdings, PC Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 16,498,709 shares of common stock and 634,566
shares of special voting stock, which constitutes approximately 24.1% of common
stock outstanding and 100% of special voting stock outstanding.
PC Advisory Corp
----------------
Because of its position as the general partner of PC Advisory Partners, PC
Advisory Corp may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 16,498,709 shares of common stock and 634,566 shares of
special voting stock, which constitutes approximately 24.1% of the common stock
outstanding and 100% of the special voting stock outstanding.
JHS
---
Individually and because of his position as a control person of PC Advisory
Corp, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 16,506,835 shares of common stock and 634,566 shares of special voting
stock, which constitutes approximately 24.1% of the common stock outstanding and
100% of the special voting stock outstanding.
WEO
---
Individually, and because of his position as a control person of PC
Advisory Corp I, WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 16,502,315 shares of common stock and 634,566 shares of
special voting stock, which constitutes approximately 24.1% of the common stock
outstanding and 100% of the special voting stock outstanding.
WJP
---
Individually and because of his position as a control person of PC Advisory
Corp, WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 16,502,064 shares of common stock and 634,566 shares of special voting
stock, which constitutes approximately 24.1% of the common stock outstanding and
100% of the special voting stock outstanding.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 hereof is the beneficial
owner of any Shares.
<PAGE>
Cusip No: 729251108 13D Page 10 of 14 Pages
(b)
Holdings
--------
The aggregate number of shares that Holdings owns directly is 16,333,722
shares of common stock and 628,220 shares of special voting stock which
constitutes approximately 23.8% of the shares of common stock outstanding and
99% of the shares of special voting stock outstanding.
PC Advisory Partners
--------------------
Individually, and because of its position as the sole general partner of
Holdings, PC Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 16,498,709 shares of common stock and 634,566
shares of special voting stock, which constitutes approximately 24.1% of the
common stock outstanding and 100% of the special voting stock outstanding.
PC Advisory Corp
----------------
Because of its positions as the general partner of PC Advisory Partners, PC
Advisory Corp may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 16,498,709 shares of common stock and 634,566 shares of
special voting stock, which constitutes approximately 24.1% of the common stock
outstanding and 100% of the special voting stock outstanding.
JHS
---
Individually JHS directly holds 8,126 shares of common stock and because of
his positions as a control person of PC Advisory Corp, JHS may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of
common stock and 634,566 shares of special voting stock, which, in the
aggregate, constitutes approximately 24.1% of the common stock outstanding and
100% of the special voting stock outstanding.
WEO
---
Individually WEO directly holds 3,606 shares of common stock and because of
his position as a control person of PC Advisory Corp I, WEO may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares
of common stock and 634,566 shares of special voting stock, which, in the
aggregate, constitutes approximately 24.1% of the common stock outstanding and
100% of the special voting stock outstanding.
WJP
---
Individually WJP directly holds 3,355 shares of common stock and because of
his position as a control person of PC Advisory Corp, WJP may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of
common stock and 634,566 shares of special voting stock, which, in the
aggregate, constitutes approximately 24.1% of the common stock outstanding and
100% of the special voting stock outstanding.
(c) During the past sixty (60) days, the Reporting Persons have not
transacted in the securities of the Issuer other than pursuant to the
Conversion.
<PAGE>
Cusip No: 729251108 13D Page 11 of 14 Pages
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares during the past sixty (60)
days.
(d) Each of the Reporting Persons affirms that except as otherwise
described herein, no person other than such Reporting Person has the right to
receive or the power to direct the receipt of distributions with respect to, or
the proceeds from the sale of, the shares owned by such Reporting Person.
(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Persons ceased to be the owners of more than five percent (5%) of
the outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
---------------------------
Item 6 is amended and restated as follows:
Pursuant to the Voting Agreement, each of PC Advisory Partners and Holdings
(i) agree to convert each share of Special Voting Stock it holds into one share
of Common Stock immediately prior to the Merger, (ii) permanently and
irrevocable waive, simultaneously with the consummation of the Merger, any and
all rights to designate more than three nominees to the board of directors of
the Issuer and (iii) acknowledge that the waiver of rights referred to in clause
(ii) will permanently and irrevocably extinguish any of its rights to designate
a majority of the board of directors of the Issuer.
Except as set forth herein and in Exhibits filed herewith or with the
Original Schedule 13D, there are no other contracts, arrangements,
understandings or relationships of the type required to be disclosed in response
to Item 6 of Schedule 13D of the Act with respect to the Shares owned by the
Reporting Persons.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit Document Description
------- --------------------
A Agreement Pursuant to Rule 13d-1(b)(1)(iii)
4 Voting Agreement and Consent dated July 18, 2000
<PAGE>
Cusip No: 729251108 13D Page 12 of 14 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 27, 2000
/s/ Phillip Gordon
------------------------------
Phillip Gordon
Attorney-in-Fact for:
PLUM CREEK MANAGEMENT COMPANY, L.P. (1)
PCMC INTERMEDIATE HOLDINGS, L.P. (2)
PC ADVISORY PARTNERS, L.P. (3)
PC ADVISORY CORP. (4)
JOHN H. SCULLY (5)
WILLIAM E. OBERNDORF (6)
WILLIAM J. PATTERSON (7)
(1) A Power of Attorney authorizing Phillip Gordon to
act on behalf of Plum Creek Management Company,
L.P. previously has been filed with the Securities
and Exchange Commission.
(2) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PCMC Intermediate Holdings, L.P.
previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PC Advisory Partners, L.P.
previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PC Advisory Corp. previously has
been filed with the Securities and Exchange
Commission.
(5) A Power of Attorney authorizing Phillip Gordon to
act on behalf of John H. Scully previously has
been filed with the Securities and Exchange
Commission.
(6) A Power of Attorney authorizing Phillip Gordon to
act on behalf of William E. Oberndorf previously
has been filed with the Securities and Exchange
Commission.
(7) A Power of Attorney authorizing Phillip Gordon to
act on behalf of William J. Patterson previously
has been filed with the Securities and Exchange
Commission.
<PAGE>
Cusip No: 729251108 13D Page 13 of 14 Pages
EXHIBIT INDEX
Page
Exhibit Document Description Number
------- -------------------- ------
A Agreement Pursuant to Rule 13d-1(f)(1)(iii)
4 Voting Agreement
<PAGE>
Cusip No: 729251108 13D Page 14 of 14 Pages
Exhibit A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
DATED: July 27, 2000
/s/ Phillip Gordon
------------------------------
Phillip Gordon
Attorney-in-Fact for:
PLUM CREEK MANAGEMENT COMPANY, L.P. (1)
PCMC INTERMEDIATE HOLDINGS, L.P. (2)
PC ADVISORY PARTNERS, L.P. (3)
PC ADVISORY CORP. I (4)
JOHN H. SCULLY (5)
WILLIAM E. OBERNDORF (6)
WILLIAM J. PATTERSON (7)
(1) A Power of Attorney authorizing Phillip Gordon to
act on behalf of Plum Creek Management Company,
L.P. previously has been filed with the Securities
and Exchange Commission.
(2) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PCMC Intermediate Holdings, L.P.
previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PC Advisory Partners, L.P.
previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Phillip Gordon to
act on behalf of PC Advisory Corp. I previously
has been filed with the Securities and Exchange
Commission.
(5) A Power of Attorney authorizing Phillip Gordon to
act on behalf of John H. Scully previously has
been filed with the Securities and Exchange
Commission.
(6) A Power of Attorney authorizing Phillip Gordon to
act on behalf of William E. Oberndorf previously
has been filed with the Securities and Exchange
Commission.
(7) A Power of Attorney authorizing Phillip Gordon to
act on behalf of William J. Patterson previously
has been filed with the Securities and Exchange
Commission.
