Mail Stop 4561
December 27, 2005
Ralph M. Davisson, Esq.
Vice President and General Counsel
Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, Washington 99201
Re: Potlatch Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 19, 2005
File No. 333-128403
Dear Mr. Davisson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note your response to comment no. 1 and have reviewed
revised
screen shots from the online voting website. In particular, we
note
the following language: "To confirm your vote according to the
Company`s recommendations, please click the `Continue` button
below."
This procedure is inconsistent with the paper proxy card and is
not
appropriate because it suggests that investors may bypass the
voting
preferences that follow. Please remove this option from the
electronic voting. In addition, please confirm that the default
preference will be eliminated before the stockholders access the
online voting website.
Background of REIT conversion and the Merger, page 38
2. We note your response to comment no. 6. Please tell us whether
the omitted presentation materials address matters related to, or
contingent on, the REIT conversion.
3. We note that Goldman Sachs calculated the percentage of the
total
value of all Potlatch`s assets represented by the Potlatch TRS
stock
based on a third party appraisal of Potlatch`s timberland assets.
Please revise your disclosure to identify the third party. Also,
please tell us whether Goldman Sachs or Potlatch ordered the
appraisal and provide a copy of the appraisal for us to review.
4. Please revise to clearly state, if true, that Goldman Sachs`
analysis and presentation did not include an analysis of the
proposed
merger. In addition, please discuss the board`s separate
consideration of the merger proposal, if any. The current
disclosure
indicates that the board made a separate determination that the
merger is advisable, fair to, and in the best interests of
Potlatch
and its stockholders, but it is not clear what information the
board
considered in connection with the merger proposal.
Our Reasons for the REIT Conversion and the Merger, page 40
5. We note your response to comment no. 9 and the revised
disclosure.
We continue to note, however, that not all the considerations
associated with the REIT conversion included in the September 16,
2005 Goldman Sachs presentation are provided in the disclosure.
Specifically, we note that the prospectus does not disclose the
following:
* the estimated amount of average annual tax savings from 2006-
2010;
* the fact that market and REIT rules will limit future non-timber
investments, and the TRS equity value permitted by the REIT asset
test; and
* the impact on a sale of timberlands or the stock of your TRS.
Please expand the disclosure to include and quantify these
considerations, or tell us why you have omitted them.
Part II
Exhibit 5 - Legal Opinion
6. We note your response to comment no. 16 and the revised
opinion.
We note the statement in the second paragraph of the opinion that
the
Special E&P Distribution Shares will be validly issued, fully paid
and non-assessable "when the Board of Directors of the Company or
a
duly authorized committee of such Board...has taken all necessary
corporate action to approve the issuance of the Special E&P
Distribution Shares and related matters and when the Special E&P
Distribution Shares have been issued by the Company in accordance
with such Board action and in payment of the special E&P
distribution." We continue to believe that it is not appropriate
for
the opinion to assume legal matters, including that the board will
take all necessary action to approve the issuance of the shares.
Please revise or advise.
Exhibit 8(a)
7. We note your response to prior comment 13. The revised
opinion,
however, does not opine on the tax consequences of the special E&P
distribution. It is not sufficient for counsel to opine on the
accuracy of the disclosure in the prospectus. Please provide a
revised opinion that specifically addresses the tax consequences
of
the special E&P distribution, or file a copy of the IRS letter
ruling
as an exhibit to the registration statement.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Kristina Beshears at 202-551-3429 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3780 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Jennifer Gowetski at 202-551-3401 or me
at
202-551-3785 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Blair W. White, Esq. (via facsimile)
Pillsbury Winthrop Shaw Pittman LLP
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Ralph M. Davisson, Esq.
Potlatch Holdings, Inc.
December 27, 2005
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