<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A-1
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24976
CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 93-1161833
(State or other jurisdiction of (I.R.S. Employer
incorporation Identification No.)
or organization)
121 SW MORRISON STREET, SUITE 1500, PORTLAND, 97204
OREGON
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 503-274-2300
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON UNITS, REPRESENTING LIMITED NEW YORK STOCK EXCHANGE
PARTNER INTERESTS
Securities registered pursuant to Section 12(g) of the Act: NONE
--------------------------------
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
l934 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 is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting Units of the Registrant held by
non-affiliates of the Registrant was $550,881,502 as of January 30, 1998
based upon the last sales price as reported by the New York Stock Exchange.
As of January 30, 1998 there were 21,541,189 Common Units and 5,773,088
Subordinated Units outstanding.
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Documents Incorporated by Reference
NONE.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1994
Partnership 1993
IN MILLIONS, EXCEPT PER UNIT 1997 1996 1995 and Former Former
AMOUNTS Partnership Partnership Partnership Entities (10) Entities
- -------------------------------------------- ------------- ----------- ----------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues (1) 505.6 $401.6 $383.4 $397.3 $220.6
Depreciation, depletion and
amortization (2 and 4) 47.6 39.8 35.0 40.9 31.2
Operating income (2 and 3) 68.4 61.0 48.2 47.3 58.8
Income before extraordinary item (2
and 3) 27.7 20.5 17.3 19.7 38.9
Income per Unit before extraordinary
item (2 and 3) 1.01 0.94 0.94 1.07 N/A
Extraordinary item - loss on debt
extinguishment (4) - - - (16.2) -
Net income (2, 3 and 4) 27.7 20.5 17.3 3.6 38.9
Net income per Unit (2, 3, 4 and 11) $1.01 $0.94 $0.94 $0.19 N/A
Cash distribution per Unit (4 and 5) $2.152 $2.096 $2.040 $0.055 N/A
CASH FLOW AND OTHER DATA
EBITDDA (6) 114.4 $99.2 $83.3 $87.0 $85.9
Additions to timber and timberlands
(7) 189.0 227.6 31.2 15.8 11.2
Additions to equipment 11.6 14.7 10.4 14.8 1.9
Cash flow from operating activities 64.7 65.1 21.9 57.5 59.7
BALANCE SHEET DATA
Working capital $75.2 $65.2 $66.7 $51.7 $2.3
Total assets (7) 839.1 675.8 476.5 461.5 738.4
Long-term debt (7) 574.5 392.0 326.0 300.0 480.4
Partners' Capital (8) 208.2 240.0 107.1 119.4 98.6
OPERATING DATA (UNAUDITED)
Fee timber harvest (MMBF) 332 297 202 215 152
External log sourcing (MMBF) (9) 210 191 251 269 106
Lumber production (MMBF) (9) 385 333 390 421 199
Plywood production (MMSF 3/8"
basis) (9) N/A 76 113 142 45
</TABLE>
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Footnotes for Item 6. Selected Financial Data:
(1) Included in revenues are revenues from closed or sold operations.
Total revenues from these operations were $13.9 million in 1997, $68.7
million in 1996, $107.8 million in 1995, $135.7 million in 1994 and
$46.9 million in 1993.
(2) See effect of update of timber inventory system in Note 4 of Notes to
Consolidated Financial Statements.
(3) See effect of LIFO liquidation in Note 2 of Notes to Consolidated
Financial Statements.
(4) In conjunction with the 1994 refinancing of the former entities'
(Crown Pacific Limited Partnership, Crown Pacific Inland Limited
Partnership, Crown Pacific, Ltd., Crescent Creek Logging, Inc., and
Crown Pacific Leasing Limited Partnership) borrowings, $16.2 million,
or $0.88 per Unit on a pro forma basis, of deferred debt issuance
costs were written off as an extraordinary charge.
(5) Amount in 1994 represents distributions for the Partnership's 10-day
period ended December 31, 1994.
(6) EBITDDA is defined as net income before interest, amortization of debt
issuance costs, income taxes, depreciation, depletion and amortization
and extraordinary items. EBITDDA is provided because management
believes EBITDDA provides useful information for evaluating the
Partnership's ability to service debt and support its future cash
distributions to Unitholders. EBITDDA should not be construed as an
alternative to operating income, as an indicator of the Partnership's
operating performance, as an alternative to cash flows from operating
activities or as a measure of liquidity.
(7) See 1997 acquisition of Trillium timberlands and 1996 acquisition of
Cavenham timberlands in Note 4 of Notes to Consolidated Financial
Statements. Included in total assets and long-term debt at December
31, 1993 was $220 million related to the purchase of certain
timberlands in 1989. The Former Entities issued twenty-two $10 million
installment notes to the seller secured by unconditional letters of
credit. The deposited funds were restricted such that they could only
be used to repay the notes. As a result, both the assets and
liabilities remained on the Former Entities' balance sheet.
(8) See effects of the Partnership's public offerings at Note 6 of Notes
to Consolidated Financial Statements.
(9) See Note 3 of Notes to Consolidated Financial Statements related to
closures of mill and plywood facilities.
(10) Certain of the 1994 information relates to combination of the Former
Entities and the Partnership.
(11) Per Unit amounts in 1994 are on a pro-forma basis for the entire
year. See Note 1 of Notes to Consolidated Financial Statements for
discussion of the implementation of Financial Accounting Standards No
128, "Earnings per Share."
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SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CROWN PACIFIC PARTNERS, L.P.
(Registrant)
By: Crown Pacific Management
Limited Partnership,
as Managing General Partner
By: /s/ Peter W. Stott
------------------
Peter W. Stott
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on the behalf of the
registrant and, in the capacities indicated on June 4, 1998, on behalf of, as
applicable, Crown Pacific Management, L.P., the Registrant's Managing General
Partner.
By: /s/ Robert Jaunich II Chairman of the Board of Control
--------------------------
Robert Jaunich II
By: /s/ Peter W. Stott President and Chief Executive
-------------------------- Officer & Member, Board of Control,
Peter W. Stott Executive Committee, Crown Pacific
Management, L.P.
(Principal Executive Officer)
By: /s/ Richard D. Synder Vice President & Chief Financial Officer
-------------------------- Crown Pacific Management, L.P.
Richard D. Snyder (Principal Financial and Accounting
Officer)
By: /s/ Charles E. Carlbom Member, Board of Control,
-------------------------- Audit Committee
Charles E. Carlbom
By: /s/ John W. Larson Member, Board of Control,
-------------------------- Audit Committee
John W. Larson
By: /s/ Christopher G. Mumford Member, Board of Control,
-------------------------- Audit Committee
Christopher G. Mumford
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