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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-24976
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CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
121 S.W. Morrison Street, Suite 1500 Portland, Oregon 97204
(Address of principal executive office, Zip Code)
(503) 274-2300
(Registrant's telephone number including area code)
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DELAWARE 93-1161833
(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
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The undersigned Registrant hereby amends the following items of its Annual
Report for 1995 on Form 10-K as set forth in the pages attached hereto:
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Item 10 Directors and Executive Officers
Item 11 Executive Compensation
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Pursuant to the requirements of the Securities and Exchange Act of 1934 the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CROWN PACIFIC PARTNERS, L.P.
By: Crown Pacific Management Limited
Partnership
as Managing General Partner
By: /s/ RICHARD D. SNYDER
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Richard D. Snyder
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER
AND TREASURER
Date: July 11, 1996
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS OF THE MANAGING GENERAL PARTNER
Set forth below is certain information concerning the directors and
executive officers of the Managing General Partner. As the general partners of
the Managing General Partner, Fremont and a corporation owned by Messrs. Stott
and Krage elect directors of the Managing General Partner on an annual basis.
All officers of the Managing General Partner serve at the discretion of the
directors of the Managing General Partner.
ROBERT JAUNICH II, 56, Chairman of the Board of Control of the Managing
General Partner since its formation. Mr. Jaunich has been Chairman of the Board
of Directors of the Special General Partner since 1991. Mr. Jaunich is a member
of the Managing General Partners' Executive Committee. Since 1991, he has been
Managing Director of direct investments of Fremont. From 1986 until he joined
Fremont, Mr. Jaunich was a member of the chief executive office and Executive
Vice President of Swiss-based Jacob Suchard AG, one of the world's top four
chocolate, sugar confectionery and coffee companies. Mr. Jaunich currently
serves on the board of directors of Consolidated Freightways, Inc., the board of
control of Petro Stopping Centers, L.P. (a leading operation of large,
multi-service truck stops in the United States in which Fremont has a
substantial equity investment) and on the boards of directors of various private
companies.
PETER W. STOTT, 52, Director of the Board of Control since its formation and
a member of the Executive Committee. He has been President and Chief Executive
Officer of the Managing General Partner since its inception in 1994. Mr. Stott
served as Chief Executive Officer and in various other capacities for
predecessors of the Partnership from 1988 until 1994. Mr. Stott is also Chairman
and founder of Market Transport, Ltd., a temperature controlled regional motor
carrier company located in Portland, Oregon, which employs over 350 people. Mr.
Stott has been involved in the ownership and operations of timberlands since
1983. Mr. Stott is a member of the Board of Trustees for the Nature Conservancy
and a member of the Board of Directors for Liberty Northwest Insurance Company.
JAMES A. BONDOUX, 56, Director of the Board of Control since its formation
and of the Special General Partner since 1991. Mr. Bondoux is a member of the
Managing General Partner's Executive Committee and Compensation Committee. He
has been a managing principal of Fremont since December 1984 concentrating on
private ventures and special situation equity investments. Mr. Bondoux currently
serves on the board of control of Petro Stopping Centers, L.P.
RICHARD B. KELLER, 67, was elected Director of the Board of Control in
January 1995 and is a member of the Compensation Committee. Mr. Keller has been
President of Keller Enterprises, Inc. since 1975. He was Senior Vice President
of Western Kraft Corporation, a division of Willamette Industries, Inc. from
1970 to 1975 and held various positions with Western Kraft from 1954. Mr. Keller
started his career in the forest products industry at Georgia-Pacific
Corporation where he served as an Assistant to the Vice Chairman.
JOHN W. LARSON, 58, was elected Director of the Board of Control in January
1995 and is a member of the Audit Committee. He was Chief Operating Officer of
Chronicle Publishing from 1990 to 1993. Since 1993, Mr. Larson has been a
private investor. He was a General Partner in J.H. Whitney and Company from 1984
to 1989. Mr. Larson served as Director of McKinsey and Company from 1965 to
1984.
CHRISTOPHER G. MUMFORD, 50, was elected Director of the Board of Control in
January 1995 and is a member of the Audit Committee. He has been a General
Partner of Scarff, Sears & Associates in San Francisco since 1986. In addition
to his duties with this private investment partnership, Mr. Mumford was
Executive Vice President and Chief Financial Officer of Arcata Corporation from
1982 to June 1994, and has served as a director of several other privately owned
companies.
WILLIAM L. SMITH, 54, was elected Director of the Board of Control in
January 1995 and is a member of the Compensation Committee. Mr. Smith is
President of William Smith Properties, Inc.,
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which he founded in 1983. Mr. Smith has 20 years of experience managing
timberland and developing recreational properties, including his service as
President of Brooks Resources Corporation from 1973 to 1983. Mr. Smith also
served as Planning Director of Brooks Scanlon, Inc.
ROGER L. KRAGE, 48, has been Secretary and General Counsel of the General
Partners since 1994 and served in comparable capacities for the Partnership's
predecessors from 1988 to 1994. Mr. Krage has been involved in the legal,
administrative, financial and risk management aspects of the forest products
business for over 15 years. In addition to overseeing the legal affairs of Crown
Pacific, he is closely involved with corporate planning and execution.
G.P. ("PAT") HANNA, 67, Senior Vice President of the Managing General
Partner, oversees Crown Pacific's timberland and manufacturing operations. Mr.
Hanna, who joined Crown Pacific in 1989 from Willamette Industries, Inc., has
over 35 years experience in managing timberlands. He was the Raw Materials
Manager for Willamette Industries, Inc. from 1974 to 1989; and from 1969 until
1974, he was the Timber Contract Supervisor and Resident Forester for that
company.
P.A. ("TONY") LEINEWEBER, 51, Vice President of the Managing General
Partner, joined Crown Pacific in 1990 to oversee its administrative, personnel,
risk management and public relations functions. Mr. Leineweber has over 16 years
experience in managing these corporate functions.
RICHARD D. SNYDER, 49, Vice President, Chief Financial Officer and Treasurer
of the Managing General Partner. Mr. Snyder joined Crown Pacific in November
1992 as Treasurer and Chief Financial Officer. In September 1994, Mr. Snyder
assumed the duties of Assistant to the President. Subsequently, Mr. Snyder
temporarily reassumed the duties of the Chief Financial Officer and Treasurer in
September 1995. Mr. Snyder has over 25 years experience in the accounting
profession focusing primarily on the forest products industry. He worked for
seven years as a CPA with Arthur Andersen & Co. before serving five years at
Georgia-Pacific as Director of Corporate Finance. From 1981 through 1992, he was
Vice President of Finance for Gregory Forest Products.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation for the year ended
December 31, 1995 for the President and Chief Executive Officer and the four
other most highly compensated executive officers of Crown Pacific Management
Limited Partnership, the Registrant's Managing General Partner, for services
rendered in all capacities.
TABLE 1
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LONG-TERM
ANNUAL COMPENSATION COMPENSATION
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NAME AND OTHER ANNUAL SECURITIES
PRINCIPAL POSITION COMPENSATION ($) UNDERLYING
(1) YEAR SALARY ($) BONUS ($) (2) OPTIONS (#)
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Peter W. Stott.................................. 1995 $ 600,000 $ 250,000 $ 0 188,335(3)
President & Chief Executive Officer
Roger L. Krage.................................. 1995 $ 250,000 $ 100,000 $ 0 188,335(3)
Secretary and General Counsel
Richard D. Snyder............................... 1995 $ 130,733 $ 6,000 $ 0 8,000(4)
Vice President, Chief Financial Officer and
Treasurer
G. Pat Hanna.................................... 1995 $ 125,000 $ 18,000 $ 0 8,000(4)
Senior Vice President
P. A. Leineweber................................ 1995 $ 126,000 $ 25,000 $ 0 8,000(4)
Vice President
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(1) Principal position as of December 31, 1995.
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(2) Other annual compensation for the named executive officers has not been
included as no amounts are greater than the lesser of $50,000 or 10% of the
total annual salary and bonus for such officer.
(3) In January 1995, the Board of Control of the Managing General Partner
ratified the Crown Pacific Management Limited Partnership 1994 Unit Option
Plan ("Unit Option Plan"), whereby Messrs. Stott and Krage each received
options to purchase 188,335 Common Units with an exercise price of $21.50
per Unit (the "Front End Options"). Such options vest only if all of the
following conditions are met:
A) The Partnership's Subordinated Units have converted to Common
Units;
B) The officer continued his employment with the Managing General
Partner through at least December 31, 1999; and
C) The Partnership has made distributions to holders of both Common
Units and Subordinated Units at certain minimum levels through December
31, 1999.
Provided the above conditions are met, the Front End Options may be
exercised during the period beginning on December 31, 1999 through December
31, 2004.
(4) In January 1995, Messrs. Snyder, Hanna and Leineweber each received an
option to purchase 8,000 Common Units pursuant to the Unit Option Plan
("Annual Options"). The exercise price was $21.50 per Unit. Each option
vests over a four-year period, 10% in year one, an additional 20% in year
two, an additional 30% in year three, and the final 40% in year four. Once
the options vest, they are generally exercisable for a ten-year period. No
options were exercised in 1995.
The following table summarizes the options granted to the five most highly
compensated executive officers of the Managing General Partner since the
Partnership's inception, December 22, 1994 through December 31, 1995. These
option grants were ratified by the Board of Control of the Managing General
Partner in January 1995.
TABLE 2
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POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF UNIT PRICE
--------------------------------------- APPRECIATION FOR OPTION TERM (3)
NUMBER OF -----------------------------------
SECURITIES % OF TOTAL OPTIONS EXERCISE 0%
UNDERLYING GRANTED TO EMPLOYEES PRICE EXPIRATION ($) 5% 10%
NAME OPTIONS (#) IN THE FISCAL 1995 ($/UNIT) DATE -- ($) ($)
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Peter W. Stott........... 188,335(1) 33.8% $ 21.50 12/31/04 $ 0 $1,118,720 $2,472,079
Roger L. Krage........... 188,335(1) 33.8% $ 21.50 12/31/04 $ 0 $1,118,720 $2,472,079
Richard D. Snyder........ 8,000(2) 1.4% $ 21.50 12/31/04 $ 0 $ 47,520 $ 105,008
G. Pat Hanna............. 8,000(2) 1.4% $ 21.50 12/31/04 $ 0 $ 47,520 $ 105,008
P. A. Leineweber......... 8,000(2) 1.4% $ 21.50 12/31/04 $ 0 $ 47,520 $ 105,008
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(1) Amounts represent the issuance of Front End Options. See 3 in Table 1 for a
general description of the option terms.
(2) Amounts represent the issuance of Annual Options. See 4 in Table 1 for a
general description of option terms.
(3) Amounts estimate the value of the options, assuming the respective annual
compounded increase in the Partnership's Unit Price from the time the
options were granted, net of the exercise price. These values have been
determined based upon assumed rates of appreciation and are not intended to
forecast the possible future appreciation, if any, of the price or value of
the Partnership's Common Units.
COMPENSATION OF DIRECTORS
Outside Directors of the Board of Control of the Managing General Partner
receive an annual retainers of $15,000 plus $1,000 for each Board of Control
meeting and committee meeting attended. Messrs. Jaunich, Stott, and Bondoux were
not directly compensated by the Managing General Partner or the Partnership for
their services as directors of the Managing General Partner.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
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