<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 17, 1996
REGISTRATION NO. 333-05099
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
DELAWARE 0800 93-1161833
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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121 S.W. MORRISON STREET, SUITE 1500
PORTLAND, OREGON 97204
(503) 274-2300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
ROGER L. KRAGE
121 S.W. MORRISON STREET, SUITE 1500
PORTLAND, OREGON 97204
(503) 274-2300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
ANDREWS & KURTH L.L.P. BAKER & BOTTS, L.L.P.
4200 TEXAS COMMERCE TOWER 910 LOUISIANA
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 220-4200 (713) 229-1234
ATTENTION: ROBERT V. JEWELL ATTENTION: JOSHUA DAVIDSON
</TABLE>
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are the expenses expected to be incurred in connection with
the issuance and distribution of the securities registered hereby. With the
exception of the Securities and Exchange Commission registration fee and the
NASD filing fee, the amounts set forth below are estimates:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 81,966
NASD filing fee................................................ 24,271
New York Stock Exchange, Inc. Listing Fee...................... 30,000
Printing and engraving expenses................................ 1,000,000
Legal fees and expenses........................................ 500,000
Accounting fees and expenses................................... 100,000
Blue Sky fees and expenses..................................... 10,000
Transfer agent fees and expenses............................... 20,000
Miscellaneous expenses......................................... 233,763*
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Total...................................................... $2,000,000
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</TABLE>
*Includes fees and expenses related to the new bank facilities.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Section of the Prospectus entitled "The Partnership Agreement --
Indemnification" is incorporated herein by reference.
Reference is made to Section 8 of the Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement.
Subject to the terms, conditions or restrictions set forth in the
Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act
empowers Delaware limited partnerships to indemnify and hold harmless any
partner or other person from and against claims and demands incurred in its
capacity as a partner or other representative of the Partnership.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
+1.1 Form of Underwriting Agreement
+3.1 Form of Second Amended and Restated Agreement of Limited Partnership of Crown Pacific Partners, L.P.
(attached as Appendix A to the Prospectus)
++4.1 Note Purchase Agreement dated as of December 1, 1994 (Filed as Exhibit 10.3 to Registrant's
Registration Statement on Form S-1 No. 33-85066)
++4.2 Note Purchase Agreement dated as of March 15, 1995 (Filed as Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995)
+4.3 Amended and Restated Facility B Credit Agreement dated as of May 13, 1996
+4.4 Amended and Restated Credit Agreement dated as of May 13, 1996
+4.5 Form of Amended and Restated Facility B Credit Agreement
+4.6 Form of Amended and Restated Credit Agreement
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered
8.1 Opinion of Andrews & Kurth L.L.P. relating to tax matters
+23.1 Consent of Price Waterhouse LLP
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
23.3 Consent of Andrews & Kurth L.L.P. (included in Exhibit 8.1)
+23.4 Consent of Mason, Bruce & Girard, Inc.
+23.5 Consent of Dillon, Read & Co. Inc.
</TABLE>
II-1
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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
+24.1 Powers of Attorney, pursuant to which amendments to this Registration Statement may be filed,
included on the signature page contained in Part II of this Registration Statement
+99.1 Fairness opinion of Dillon, Read & Co., Inc.
</TABLE>
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+ Filed previously as a part of this Registration Statement
++ Incorporated by reference
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of the registration statement in reliance upon Rule 430a and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The Registration undertakes (a) to file any prospectuses required by Section
10(a)(3) as post-effective amendments to the registration statement, (b) that
for the purpose of determining any liability under the act each such
post-effective amendment may be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time may be deemed to be the initial bona fide offering thereof, (c)
that all post-effective amendments will comply with the applicable forms, rules
and regulations of the Commission in effect at the time such post-effective
amendments are filed, and (d) to remove from registration by means of a
post-effective amendment any of the securities being registered which remains at
the termination of the offering.
The Registrant undertakes to send to each limited partner at least on an
annual basis a detailed statement of any transactions with either of the General
Partners or their affiliates, and of fees, commissions, compensation and other
benefits paid, or accrued to the General Partners or their affiliates for the
fiscal year completed, showing the amount paid or accrued to each recipient and
the services performed.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Portland, Oregon, on the 6th day of September, 1996.
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<CAPTION>
CROWN PACIFIC PARTNERS, L.P.
<S> <C> <C>
By: Crown Pacific Management Limited
Partnership, as Managing General Partner
</TABLE>
<TABLE>
<S> <C> <C>
By: /s/ ROGER L. KRAGE
-----------------------------------
Roger L. Krage
Secretary of HS Corp. of Oregon, a
general partner of Crown Pacific
Management Limited Partnership
By: /s/ ROBERT JAUNICH II
-----------------------------------
Robert Jaunich II
President of Fremont Timber, Inc., a
general partner of Crown Pacific
Management Limited Partnership
</TABLE>
II-3
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES ON SEPTEMBER 5, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<C> <S>
*
------------------------------- President, Chief Executive Officer and Board of Control Member, Crown
Peter W. Stott Pacific Management Limited Partnership (Principal Executive Officer)
* Vice President, Chief Financial Officer and Treasurer, Crown Pacific
------------------------------- Management Limited Partnership (Principal Financial and Accounting
Richard D. Snyder Officer)
*
------------------------------- Member, Board of Control
Robert Jaunich II
*
------------------------------- Member, Board of Control
James A. Bondoux
*
------------------------------- Member, Board of Control
Richard B. Keller
*
------------------------------- Member, Board of Control
John W. Larson
*
------------------------------- Member, Board of Control
Christopher G. Mumford
*
------------------------------- Member, Board of Control
William L. Smith
*By: /s/ ROGER L. KRAGE
-------------------------------
Roger L. Krage
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
Exhibit 5.1
August 6, 1996
Crown Pacific Partners, L.P.
121 S. W. Morrison
Portland, Oregon 97204
Ladies and Gentleman:
We have acted as counsel in connection with the Registration
Statement on Form S-3 (the "Registration Statement") of Crown Pacific
Partners, L.P. (the "Partnership") relating to registration under the
Securities Act of 1933, as amended, of the offering and sale of up to
11,618,220 common units representing limited partner interests (the "Common
Units") of the Partnership. The Common Units include 1,515,420 Common Units
which may be sold pursuant to an over-allotment option granted to the
underwriters (the "Underwriters") named in the Registration Statement by the
Partnership and 2,647,470 Common Units being sold by the selling unitholders
(the "Selling Unitholders") identified in the Registration Statement.
As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, partnership records and documents,
certificates of partnership and public officials and other instruments as we
have deemed necessary or advisable for the purposes of this opinion. In such
examination, we have assumed the authenticity of all documents submitted to
us as originals and the conformity with the original documents of all
documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that:
(1) the up to 8,970,750 Common Units to be issued by the Partnership,
when issued and sold by the Partnership as contemplated by the Registration
Statement, will constitute legally issued, fully paid and non-assessable
Common Units of the Partnership, with no personal liability attaching to
the ownership thereof, except with respect to the matters described under
the caption "The Partnership Agreement--Limited Liability" in the
Registration Statement.
(2) the 2,647,470 Common Units to be sold by the Selling Unitholders
constitute legally issued, fully paid and non-assessable Common Units of
the Partnership, with no personal liability attaching to the ownership
thereof, except with respect to the matters described under the caption
"The Partnership Agreement--Limited Liability" in the Registration
Statement.
<PAGE>
We hereby consent to the reference to our firm under the heading
"Validity of the Common Units" in the Registration Statement and the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
<PAGE>
Exhibit 8.1
August 6, 1996
Crown Pacific Partners, L.P.
121 S.W. Morrison Street
Portland, Oregon 87204
TAX OPINION
Gentlemen:
We have acted as counsel in connection with the Registration Statement on
Form S-3 (the "Registration Statement") of Crown Pacific Partners, L.P. (the
"Partnership") relating to registration under the Securities Act of 1933, as
amended, of the offering and sale of up to 11,618,220 common units
representing limited partner interests (the "Common Units") of the
Partnership. The Common Units include 1,515,420 Common Units which may be
sold pursuant to an over-allotment option granted to the underwriters named
in the Registration Statement by the Partnership and 2,647,470 Common Units
being sold by the selling unitholders identified in the Registration Statement.
All statements of legal conclusions contained in the discussion under the
caption "Tax Considerations" in the prospectus included in the Registration
Statement (the "Prospectus") uness otherwise noted, reflect our opinion with
respect to the matters set forth therein.
In addition, we are of the opinion that the federal income tax discussion in
the Prospectus with respect to those matters as to which no legal conclusions
are provided is an accurate discussion of such federal income tax matters
(except for the representations and statements of fact of the Partnership and
its general partners, included in such discussion, as to which we express no
opinion).
We hereby consent to the references to our firm and this opinion contained in
the Prospectus.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
1173/2382
