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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
PLUM CREEK TIMBER COMPANY, L.P.
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items of its
Annual Report for 1993 on Form 10-K as set forth in the pages attached hereto:
Cover Page Disclosure of Delinquent Filers
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners
and Management
Item 13 Certain Relationships and Related Transactions
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.,
its General Partner
Date: April 14, 1994 By: DIANE M. IRVINE
------------------------------------
Diane M. Irvine,
Vice President and Chief
Financial Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10239
PLUM CREEK TIMBER COMPANY, L.P.
(Exact name of registrant as specified in its charter)
999 Third Avenue, Seattle, Washington 98104-4096
Telephone: (206) 467-3600
Organized in the I.R.S. Employer
State of Delaware Identification No.
91-1443693
Securities registered pursuant to Section 12(b) of the Act:
Depositary Units, Representing Limited Partner Interests
The above securities are registered on the New York Stock Exchange.
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
1934 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
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 (Section 229.405 of this chapter) 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. [ ]
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated: None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE GENERAL PARTNER OF THE REGISTRANT
The following seven persons are currently Directors of PC Advisory
Corp. I ("Corp. I"), a Delaware corporation and the indirect general partner of
Plum Creek Management Company, L.P. (the "General Partner"), a Delaware limited
partnership, which is the general partner of the Registrant. The seven were
elected by unanimous written consent of the stockholders of Corp. I to hold
office until the Annual Meeting of Stockholders in 1994 and until their
successors are duly elected and qualified.
Ian B. Davidson (Age 62) -- Mr. Davidson was elected a Director of
Corp. I in December 1992 and is a member of both the Audit Committee and the
Compensation Committee and is Chairman of the Conflicts Committee of the Board
of Directors. Since 1970, Mr. Davidson has been Chairman and Chief Executive
Officer of D. A. Davidson & Co. Mr. Davidson also serves as a Director of
Energy West, Great Falls Capital Corp., the DADCO Companies, and on the Board
of Governors of the Pacific Stock Exchange.
George M. Dennison (Age 58) -- Dr. Dennison was elected a Director of
Corp. I effective February 22, 1994. Since 1990, Dr. Dennison has been
President and Professor of History at The University of Montana. From 1987 to
1990, Dr. Dennison was Provost and Vice President for Academic Affairs and
Professor of History at Western Michigan University.
Rick R. Holley (Age 42) -- Mr. Holley was elected a Director of
Corp. I effective January 1, 1994. Mr. Holley became President and Chief
Executive Officer of the General Partner on January 1, 1994. Mr. Holley was
Vice President and Chief Financial Officer of the General Partner from December
1992 to December 1993 and was Vice President and Chief Financial Officer of the
former general partner of the Registrant, Plum Creek Management Company, from
April 1989 to December 1992. From September 1985 to June 1989, Mr. Holley was
Vice President of Finance and Planning for the Registrant's predecessor, Plum
Creek Timber Company, Inc.
David D. Leland (Age 58) -- Mr. Leland became a Director and Chairman
of the Board of Directors of Corp. I in December 1992 and is a member of the
Compensation Committee of the Board of Directors. Mr. Leland was President and
Chief Executive Officer of the General Partner from December 1992 to December
1993. Mr. Leland was a Director and President and Chief Executive Officer of
the former general partner of the Registrant, Plum Creek Management Company,
from April 1989 to December 1992. From May 1983 to June 1989, Mr. Leland was
President and Chief Executive Officer and a Director of the Registrant's
predecessor, Plum Creek Timber Company, Inc.
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William E. Oberndorf (Age 40) -- Mr. Oberndorf was elected a Director
of Corp. I in November 1992 and is Chairman of the Compensation Committee of
the Board of Directors. Mr. Oberndorf is Vice President and Treasurer of Corp.
I. Since 1991, Mr. Oberndorf's principal occupation has been as a Managing
Director of SPO Partners & Co., an affiliate of the Registrant. From 1982 to
1991, Mr. Oberndorf was a general partner of San Francisco Partners II, L.P.
Mr. Oberndorf serves as a Director for Bell & Howell Holdings Company.
William J. Patterson (Age 32) -- Mr. Patterson became a Director of
Corp. I in November 1992 and is Chairman of the Audit Committee and a member
of the Compensation Committee of the Board of Directors. Mr. Patterson is a
Vice President of Corp. I. Since 1991, Mr. Patterson's principal occupation
has been as a Managing Director of SPO Partners & Co., an affiliate of the
Registrant. From 1989 to 1991, Mr. Patterson was an associate with San
Francisco Partners II, L.P. From 1987 to 1989, Mr. Patterson was a student at
the Graduate School of Business at Stanford University.
John H. Scully (Age 49) -- Mr. Scully was elected a Director of Corp.
I in November 1992 and is a member of the Compensation Committee of the Board
of Directors. Mr. Scully is President of Corp. I. Since 1991, Mr. Scully's
principal occupation has been as a Managing Director of SPO Partners & Co., an
affiliate of the Registrant. From 1969 to 1991, Mr. Scully was a general
partner of San Francisco Partners II, L.P. Mr. Scully serves as a Director for
Bell & Howell Holdings Company.
EXECUTIVE OFFICERS OF THE GENERAL PARTNER OF THE REGISTRANT
The names, ages, offices and periods of service as executive officers
of the General Partner are listed below. There are no family relationships
among them.
OFFICER
NAME AGE OFFICE SINCE(d)
- ---- ---- ------ --------
Rick R. Holley (a)(b) 42 President and Chief Executive Officer 1989
Charles P. Grenier (a) 44 Executive Vice President 1989
Robert E. Manne(a) 49 Executive Vice President 1989
Diane M. Irvine(c) 35 Vice President and Chief Financial Officer 1994
James A. Kraft (e) 39 Vice President, Law 1989
Keith B. Sletten (a) 51 Vice President, Human Resources 1989
(a) Served during the past five years in managerial or executive capacity
with the Registrant's predecessor, Plum Creek Timber Company, Inc.,
the General Partner's predecessor, Plum Creek Management Company, and
the General Partner.
(b) During 1993, Mr. Holley was Vice President and Chief Financial Officer
of the General Partner. On January 1, 1994, Mr. Holley became
President and Chief Executive Officer of the General Partner.
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(c) On February 7, 1994, Ms. Irvine became Vice President and Chief
Financial Officer of the General Partner. Ms. Irvine was a Partner
with Coopers & Lybrand from October 1993 to February 1994 and was a
Manager with Coopers & Lybrand from July 1987 to September 1993.
(d) Includes periods of time as an executive officer with the General
Partner and with the former general partner of Registrant, Plum Creek
Management Company.
(e) Served during the past five years in managerial or executive capacity
with the parent of the Registrant's former general partner, Burlington
Resources Inc. ("BR"), the General Partner's predecessor, Plum Creek
Management Company, and the General Partner.
Executive officers of the General Partner are appointed annually at
the second quarterly meeting of the Board of Directors of Corp. I.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
William E. Oberndorf, a Director of Corp. I, failed to report in a
timely manner on a Form 5 for 1993 the acquisition by him on June 24, 1993 of
450 Units, on a pre-split basis, of the Registrant. The Units were acquired by
Mr. Oberndorf through the expiration by its terms of a trust established by the
will of a relative and at no time prior to June 24, 1993 did Mr. Oberndorf have
investment power over the 450 Units. The Units were reported on a Form 5 by
Mr. Oberndorf on March 1, 1994.
Other than the one late reporting noted above, the Registrant is not
aware of any reporting violations regarding Section 16(a).
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation for the three
fiscal years ended December 31, 1993 for the President and Chief Executive
Officer and the four other most highly compensated executive officers of the
Registrant for services rendered in all capacities. Compensation amounts are
on an accrual basis and include amounts deferred at the officer's election.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
----------------------------------- (b)(c) (b)(d)(e)(f)(g)
OTHER ANNUAL ALL OTHER
NAME & PRINCIPAL COMPENSATION COMPENSATION
POSITION (a) YEAR SALARY ($) BONUS ($) ($) ($)
- ---------------- ---- ---------- --------- ----------- -----------
David D. Leland 1993 $287,500 $300,000 $ 32 $557,735
President & Chief Executive 1992 $270,000 $270,000 $237 $367,713
Officer 1991 $261,667 $270,000
Robert E. Manne 1993 $152,717 $ 92,430 $102 $366,531
Vice President, 1992 $145,000 $ 87,630 $192 $316,112
Corporate Marketing 1991 $138,625 $ 83,850
and Cascades Region
Rick R. Holley 1993 $149,733 $ 90,840 $ 10 $377,470
Vice President and 1992 $139,567 $ 84,840 $111 $331,784
Chief Financial Officer 1991 $129,233 $ 78,240
Charles P. Grenier 1993 $148,433 $ 90,060 $ 20 $366,131
Vice President, Rocky 1992 $139,083 $ 84,060 $249 $315,335
Mountain Region 1991 $132,833 $ 80,400
James A. Kraft 1993 $123,633 $ 62,650 $ 37 $279,232
Vice President, Law 1992 $114,467 $ 57,650 $ 15 $283,332
and Corporate Affairs 1991 $109,500 $ 55,150
- --------------
(a) Principal position as of December 31, 1993.
(b) In accordance with the transitional provisions applicable to the
revised rules on executive officer and director compensation
disclosure adopted by the Securities and Exchange Commission, as
formally interpreted by the Commission's Staff, amounts for Other
Annual Compensation and All Other Compensation are excluded for fiscal
year 1991.
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(c) Other Annual Compensation represents interest on deferred compensation
which exceeds 120% of the applicable federal long-term rate.
(d) All Other Compensation includes participation in the Incentive Sharing
Plan ("IS Plan"). The IS Plan provided for cash incentive payments by
the General Partner to eligible key employees of the General Partner
and the Registrant and its subsidiaries. The incentive payments were
made from a pool consisting of an amount between 25% and 50% of the
incentive cash distributions paid by the Registrant to the General
Partner during any year. Payments made by the General Partner to IS
Plan participants were not reimbursed by the Registrant. Compensation
in 1993 from the IS Plan to Messrs. Leland, Manne, Holley, Grenier,
and Kraft totalled $474,153, $331,907, $331,907, $331,907 and
$252,882, respectively.
(e) All Other Compensation includes matching thrift contributions in the
Plum Creek Thrift and Profit Sharing Plan for Messrs. Leland, Manne,
Holley, Grenier, and Kraft totaling $10,613, $10,613, $9,413, $10,613,
and $10,613, respectively, and includes matching thrift contributions
in the Plum Creek Supplemental Benefits Plan for Messrs. Leland,
Manne, Holley, Grenier, and Kraft totaling $72,969, $24,011, $36,150,
$23,611, and $15,737, respectively.
(f) No restricted depositary units ("Units") were awarded in 1993. As of
December 31, 1993, restricted Units which had been awarded but had yet
to vest for Messrs. Manne, Holley, Grenier, and Kraft totaled 43,200,
43,200, 43,200, and 25,200, respectively, and were valued as of
December 31, 1993 at $1,128,600, $1,128,600, $1,128,600, and $658,350,
respectively. Mr. Leland had no restricted Units as of December 31,
1993, "See Employment Contracts." Participants are entitled to cash
payments, equal to cash distributions paid on the Registrant's
publicly traded Units, with respect to non-vested Unit awards.
(g)
LONG-TERM INCENTIVE PLAN AWARDS IN 1993
PERFORMANCE PERIOD
NAME NUMBER OF UARS UNTIL MATURATION
---- -------------- ------------------
Rick R. Holley 525,000 December 31, 1998
Robert E. Manne 375,000 December 31, 1998
Charles P. Grenier 375,000 December 31, 1998
James A. Kraft 225,000 December 31, 1998
Effective October 1, 1993, the Board of Directors of Corp. I approved
a long-term incentive plan ("LTIP"). The LTIP will be administered by
a committee of the Board of Directors ("Committee"). Pursuant to the
determination of the Committee, Unit
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Appreciation Rights ("UARs") were granted to four senior executives
effective October 31, 1993.
The terms of the UARs granted provide for five Unit Value targets with
the first Unit Value target set at 115% of a base Unit value of $20
(the approximate market price of the Units at the time the LTIP was
initiated) and each subsequent Unit Value target at 115% of the
previous target. Consequently, the five Unit Value targets are
$23.00, $26.45, $30.42, $34.98, and $40.23, respectively.
A Unit Value target is attained when the Unit Value (defined as the
sum of the current market price of a Unit and all cash distributions
paid by the Registrant on or after January 1, 1994) equals or exceeds
the Unit Value target for 75 calendar days during any 90 consecutive
calendar day period. Upon attaining each Unit Value target prior to
December 31, 1998, (the "Performance Period") a percentage of the UARs
are triggered equal, respectively in turn, to 10%, 15%, 20%, 25%, and
30% of the UARs awarded to a participant. Upon attaining each Unit
Value target prior to the end of the Performance Period, a
participant's account will be credited with a number of Shadow Units
determined by multiplying the number of UARs triggered by
approximately 0.503.
Once Shadow Units have been credited to a participant's account,
additional Shadow Units will be credited to the participant's account
with respect to subsequent cash distributions made by the Registrant.
The number of additional Shadow Units to be so credited is equal to
the per Unit distribution amount multiplied by the number of Shadow
Units currently credited to the participant's account divided by the
market price of the Units on the distribution date.
Each Shadow Unit credited to a participant's account represents the
participant's right to receive an actual Unit upon the occurrence of a
realization event which is defined as the earliest of the expiration
of the Performance Period, a change in control or the participant's
termination of employment either involuntarily without cause or
voluntarily with good reason or as a result of permanent disability or
the participant's death. If the participant's employment is
terminated either voluntarily without good reason or involuntarily for
cause prior to the occurrence of a realization event, the participant
forfeits any Shadow Units credited to his or her account and any UARs
granted to the participant under the LTIP.
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PENSION PLAN
Estimated annual benefit levels under the supplemental, non-qualified
pension plan of the Registrant ("Pension Plan"), based on earnings and years of
credited service at age 65, are as follows:
PENSION PLAN TABLE
---------------------YEARS OF SERVICE----------------------
REMUNERATION 15 20 25 30
- ------------ -- -- -- --
$ 100,000 $ 22,485 $ 29,980 $ 37,475 $ 44,970
$ 300,000 $ 70,485 $ 93,980 $117,475 $140,970
$ 500,000 $118,485 $157,980 $197,475 $236,970
$ 700,000 $166,485 $221,980 $277,475 $332,970
$ 900,000 $214,485 $285,980 $357,475 $428,970
$1,100,000 $262,485 $349,980 $437,475 $524,970
$1,300,000 $310,485 $413,980 $517,475 $620,970
$1,500,000 $358,485 $477,980 $597,475 $716,970
Years of service under the Pension Plan as of December 31, 1993 for
Messrs. Leland, Manne, Holley, Grenier, and Kraft were 11, 8, 11, 7, and 10,
respectively. Benefit accruals under the Pension Plan are based on the gross
amount of earnings, including incentive bonuses and IS Plan payments, but
excluding all commissions and other extra or added compensation or benefits of
any kind or nature.
The Pension Plan formula for retirement at age 65 is 1.1% of the
highest five-year average earnings, plus .5% of the highest five-year average
earnings in excess of one-third of the FICA taxable wage base in effect during
the year of termination, times the number of years of credited service up to a
maximum of 30 years. An early retirement supplement equal to 1% of the highest
five-year average earnings up to one- third of the FICA taxable wage base in
effect in the year of termination, times the number of years of credited
service up to a maximum of 30 years, is payable until age 62. Both the basic
benefit and the supplement are reduced by 2% for each year the employee's
actual retirement date precedes the date the employee would have attained age
65, or the date the employee could have retired after attaining age 60 with 30
years of credited service, if earlier. In addition, the basic benefit and the
supplemental benefit will be reduced by any previously accrued and distributed
benefits, increased for an assumed interest factor, under the BR Pension Plan,
under which participation was terminated on December 31, 1992 for the officers
of the general partner of the Registrant. Years of service under the Pension
Plan at age 65 for Messrs. Leland, Manne, Holley, Grenier, and Kraft would be
17, 24, 30, 27, and 30, respectively.
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EMPLOYMENT CONTRACTS
Mr. Leland has an agreement providing for employment ("Primary
Agreement") with the General Partner until May 31, 1994 at a minimum annual
salary of $270,000. In addition, Mr. Leland has an agreement to repay the
Registrant 90,000 Units valued at $14.17 per Unit in the event of voluntary
termination of employment prior to June 1, 1994. Originally awarded in 1989
and scheduled to vest in 1993 and 1994, the vesting of 105,000 of Mr. Leland's
restricted Units was accelerated in December 1992.
Mr. Holley has an agreement providing for employment as an executive
officer of the General Partner until May 31, 1994 at a minimum annual salary of
$141,400.
Mr. Manne has an agreement providing for employment as an executive
officer of the General Partner until May 31, 1994 at a minimum annual salary of
$146,050.
Mr. Grenier has an agreement providing for employment as an executive
officer of the General Partner until May 31, 1994 at a minimum annual salary of
$140,100.
Mr. Kraft has an agreement providing for employment as an executive
officer of the General Partner until May 31, 1994 at a minimum annual salary
of $115,300.
Mr. Leland's Primary Agreement and the agreements for Messrs. Manne,
Holley, Grenier, and Kraft include provisions that in the event of termination
of employment prior to May 31, 1994 for reasons other than cause, death,
permanent disability, or voluntarily without good reason, the participant is
entitled to receive within 10 days: (1) current base salary from the date of
termination through May 31, 1994, and (2) a lump-sum pension benefit
determined under the BR Pension Plan and the BR Supplemental Benefits Plan in
effect on December 31, 1992, calculated as though the employee were 60 years of
age on the date of determination, had 30 years of credited service under the
plans, and had received 6% salary increases through age 60. The pension
benefit so calculated to be actuarially reduced based on the employee's actual
age on the date of determination and to be reduced by any previously accrued
and distributed benefits plus assumed interest. Certain other rights under the
Primary Agreement and agreements were waived by Messrs. Manne, Holley, Grenier,
and Kraft as a condition to (i) the grant of UARs under the LTIP, and (ii) the
designation of said executives as participants in the Registrant's new annual
Management Incentive Plan that went into effect January 1, 1994.
DIRECTOR COMPENSATION
Directors of Corp. I receive an annual retainer of $30,000 plus $1,000
for each Board of Directors meeting and committee meeting attended. The
chairmen of the Audit Committee, the Compensation Committee, and the Conflicts
Committee of the Board of Directors each receive an additional annual retainer
of $5,000. Directors may defer all or part of their compensation.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, Mr. Leland served as President and Chief Executive
Officer of the General Partner and as a Director on the Board of Directors of
Corp I. As a Director, Mr. Leland served on the Compensation Committee of the
Board of Directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP
To the knowledge of the Registrant, there were no beneficial owners of
more than five percent of the Registrant's Units outstanding on March 31, 1994.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the total number of Units held by the
directors of Corp. I, the executive officers of the General Partner, and all
directors of Corp. I and executive officers of the General Partner as a group,
in each case, as of March 31, 1994.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
NAME OF INDIVIDUAL OR IDENTITY OF GROUP DEPOSITARY UNITS PERCENT OF CLASS
--------------------------------------- ---------------- ----------------
Directors
Ian B. Davidson 17,406 0.04%
George M. Dennison 0 0.00%
Rick R. Holley(a) 135,681(f) 0.33%
David D. Leland(b) 135,975 0.33%
William E. Oberndorf 778,356(c) 1.92%
William J. Patterson 0(d) 0.00%
John H. Scully 825,300(e) 2.03%
Executive Officers
Charles P. Grenier 121,772(f) 0.30%
James A. Kraft 57,823(f) 0.14%
Robert E. Manne 117,932(f) 0.29%
12 Executive Officers & Directors as a
Group 1,302,945 3.21%
========= =====
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(a) Mr. Holley became President and Chief Executive Officer of the General
Partner on January 1, 1994.
(b) During all of 1993, Mr. Leland was President and Chief Executive
Officer of the General Partner.
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(c) Includes 415,083 Units owned by Main Street Partners, L.P., 155,217
Units owned by San Francisco Partners II, L.P., and 180,000 Units
owned by the General Partner as to which Mr. Oberndorf has shared
voting and dispositive power. Mr. Oberndorf shares control of and has
an indirect pecuniary interest in the General Partner's 2% interest in
the Registrant. Mr. Oberndorf disclaims beneficial ownership of the
180,000 Units owned by the General Partner and disclaims that the
General Partner's 2% interest in the Partnership constitutes a
security.
(d) Mr. Patterson has an indirect pecuniary interest in the General
Partner's 2% interest in the Registrant. Mr. Patterson disclaims that
the General Partner's 2% interest in the Registrant constitutes a
security.
(e) Includes 415,083 Units owned by Main Street Partners, L.P., 155,217
Units owned by San Francisco Partners II, L.P., and 180,000 Units
owned by the General Partner as to which Mr. Scully has shared voting
and dispositive power. Mr. Scully shares control of and has an
indirect pecuniary interest in the General Partner's 2% interest in
the Registrant. Mr. Scully disclaims beneficial ownership of the
180,000 Units owned by the General Partner and disclaims that the
General Partner's 2% interest in the Registrant constitutes a
security.
(f) Includes non-vested restricted Units granted to such person under the
General Partners' Unit Awards Plan and Shadow Units credited to
participant's accounts under the terms of the LTIP. Upon vesting, the
participants are entitled to receive one Unit for each restricted Unit
that vests and one Unit for each Shadow Unit that vests. Non-vested
restricted Units for Messrs. Holley, Grenier, Kraft, and Manne totaled
43,200, 43,200, 25,200, and 43,200, respectively, and non-vested
Shadow Units under the terms of the LTIP credited to the participant's
accounts for Messrs. Holley, Grenier, Kraft, and Manne totaled 66,321,
47,372, 28,423, and 47,372, respectively. Messrs. Holley, Grenier,
Kraft, and Manne disclaim beneficial ownership of both the non-vested
restricted Units and the non-vested Shadow Units under the LTIP.
CHANGES IN CONTROL
On December 31, 1992, BR disposed of its controlling interest in the
Registrant. On that date, the previous general partner of the Registrant,
which was indirectly owned by BR, was merged into the General Partner, which
became the successor general partner of the Registrant. As a result of the
merger, Corp. I, a Delaware corporation controlled by Messrs. Scully and
Oberndorf and the sole general partner of PC Advisory Partners I, L.P.
("Advisory I"), a Delaware limited partnership, which is the managing general
partner of the General Partner, acquired indirect control of the Registrant.
The limited partner interests in the General Partner are owned
directly and indirectly by certain limited partnerships (the "Upper Tier
Partnerships"), the general partner or managing general partner of which (as
the case may be) is also Advisory I.
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Under a Distribution Support Agreement dated as of June 8, 1989 (the
"Distribution Support Agreement") by and between BR and the Registrant, BR
agreed with the Registrant that it would make cash contributions to the
Registrant for the quarterly periods ending on or prior to June 30, 1994 to
generally permit the Registrant to distribute quarterly a minimum level of cash
to the Registrant's Unitholders. In connection with the above-mentioned merger
certain of the Upper Tier Partnerships and certain other affiliates of the
General Partner agreed to indemnify BR against its obligations to make the
above-described payments and granted a subordinated security interest to BR.
In addition, certain of the Upper Tier Partnerships have granted to BR the
right to purchase their economic interests in the General Partner if the
indemnitors should fail to perform on their indemnities to BR. Accordingly, if
BR were required to advance funds to the Registrant under the Distribution
Support Agreement and the indemnitors were to fail to reimburse BR for such
advance, the exercise by BR of its remedies might result in a further change of
control of the Registrant.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 8, 1993, the Board of Directors of Corp. I approved a
proposal for the Registrant to purchase, on a pre December 6, 1993 three for
one Unit split basis, 1,250,000 Deferred Participation Interests ("DPIs") of
the Registrant. Messrs. Oberndorf, Patterson, and Scully had an indirect
beneficial ownership of, and an indirect pecuniary interest in, the DPIs. The
proposal was subject to a number of conditions including approval by an
independent committee of the Board of Directors, Unitholder approval and the
negotiation of a final binding agreement.
On August 12, 1993, the Registrant held a special meeting of the
Unitholders to approve the proposal to redeem the 1,250,000 DPIs. Approval was
obtained and on August 30, 1993, the Registrant redeemed the 1,250,000 DPIs for
$49.50 per DPI, plus direct costs associated with redeeming the DPIs.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(2) Financial Statement Schedules
The following schedules are filed as a part of this Form 10-K/A:
Schedule V. Property, Plant and Equipment Page 16
Schedule VI. Accumulated Depreciation, Depletion, and Amortization
of Property, Plant and Equipment Page 17
Schedule X. Supplementary Income Statement Information Page 18
Report of Independent Accountants Page 19
(3) List of Exhibits
Each exhibit set forth below and in the Index to Exhibits is
filed as a part of this report. Exhibits not incorporated by reference to a
prior filing are designated by an asterisk ("*"); all exhibits not so
designated are incorporated herein by reference to a prior filing as indicated.
Exhibits designated by a positive sign ("+") indicates management contracts or
compensatory plans or arrangements required to be filed as an exhibit to this
report.
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SCHEDULE V
PLUM CREEK TIMBER COMPANY, L.P.
PROPERTY, PLANT AND EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Balance at Balance
Beginning Additions at End
Classification of Year at Cost Retirements Other of Year
--------------------------------------- -------- -------- ----------- ----- -------
Year Ended December 31, 1993
Timber and Logging Roads - $263,264 $241,361 $ 791 ($21,659)(1) $482,175
Net............................... 26,554 18,135 102 0 44,587
-------- -------- ------ ------- --------
Timberlands......................... $289,818 $259,496 $ 893 ($21,659) $526,762
======== ======== ====== ======= ========
Property, Plant and Equipment:
Land, Building and Improvements... $ 41,876 $ 1,289 $ 8 (2) $ 43,173
Machinery and Equipment........... 174,684 23,827 1,150 (8)(3) 197,353
-------- -------- ------ ------- --------
$216,560 $ 25,116 $1,150 $ 0 $240,526
======== ======== ====== ======= ========
Year Ended December 31, 1992
Timber And Logging Roads - Net...... $283,130 $ 5,277 $2,554 ($22,589)(4) $263,264
Timberlands......................... 25,932 2,085 1,383 (80)(5) 26,554
-------- -------- ------ ------- --------
$309,062 $ 7,362 $3,937 ($22,669) $289,818
======== ======== ====== ======= ========
Property, Plant and Equipment:
Land, Building and Improvements... $ 41,207 $ 390 $1,781 $ 2,060 (6) $ 41,876
Machinery and Equipment........... 162,420 17,863 3,559 (2,040)(7) 174,684
-------- -------- ------ ------- --------
$203,627 $ 18,253 $5,340 $ 20 $216,560
======== ======== ====== ======= ========
Year Ended December 31, 1991
Timber and Logging Roads - Net...... $306,176 $ 5,926 $1,162 ($27,810)(8) $283,130
Timberlands......................... 25,893 163 124 0 25,932
-------- -------- ------ ------- --------
$332,069 $ 6,089 $1,286 ($27,810) $309,062
======== ======== ====== ======= ========
Property, Plant and Equipment:
Land, Building and Improvements... $ 43,759 $ 277 $ 270 ($ 2,559)(9) $ 41,207
Machinery and Equipment........... 157,323 5,032 421 486 (10) 162,420
-------- -------- ------ ------- --------
$201,082 $ 5,309 $ 691 ($ 2,073) $203,627
======== ======== ====== ======= ========
(1) Includes depletion based on stumpage volumes for the year.
(2) Includes a category reclass of $8.
(3) Includes a category reclass of ($8).
(4) Includes depletion based on stumpage volumes for the year and a category
reclassification of $80 and adjustment of $12.
(5) Includes a category reclass of ($80).
(6) Includes a category reclass of $2,200 for a Manufacturing facility sale
and ($140) category reclassification.
(7) Includes a category reclass of ($2,200) for a Manufacturing facility
sale and $160 category reclassification.
(8) Includes depletion based on stumpage volumes for the period.
(9) Includes ($2,200) reserve for the anticipated sale of a Manufacturing
facility and ($359) category reclassification.
(10) Includes a $359 category reclassification and $127 in adjustments.
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SCHEDULE VI
PLUM CREEK TIMBER COMPANY, L.P.
ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF PROPERTY, PLANT AND
EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Balance at Additions Balance
Beginning Charged to at End
Classification of Year Expenses Retirements Other of Year
-------------------------- ------- -------- ----------- ----- -------
Year Ended December 31, 1993
Property, Plant and Equipment:
Land, Building and Improvements....... $ 5,351 $ 1,419 $ 0 $0 $ 6,770
Machinery and Equipment............... 56,565 15,692 1,134 0 71,123
------- ------- ------ -- -------
$61,916 $17,111 $1,134 $0 $77,893
======= ======= ====== == =======
Year Ended December 31, 1992
Property, Plant and Equipment:
Land, Building and Improvements....... $ 4,134 $ 1,430 $ 213 $0 $ 5,351
Machinery and Equipment............... 43,589 14,896 1,920 0 56,565
------- ------- ------ -- -------
$47,723 $16,326 $ 2,133 $0 $61,916
======= ======= ======= == =======
Year Ended December 31, 1991
Property, Plant and Equipment:
Land, Building and Improvements....... $ 2,769 $ 1,437 $ 72 $0 $ 4,134
Machinery and Equipment............... 29,949 13,739 99 0 43,589
------- ------- ------ -- -------
$32,718 $15,176 $ 171 $0 $47,723
======= ======= ====== == =======
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SCHEDULE X
PLUM CREEK TIMBER COMPANY, L.P.
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In Thousands)
Column A Column B
-------- --------
Charged to
Costs and
Expenses
--------
Year Ended December 31, 1993
Maintenance and repairs............................................................... $24,440
Taxes, other than payroll and income taxes
Property............................................................................ $ 5,267
Other............................................................................... $ 1,043
Year Ended December 31, 1992
Maintenance and repairs............................................................... $21,793
Taxes, other than payroll and income taxes
Property............................................................................ $ 4,084
Other............................................................................... $ 3,561
Year Ended December 31, 1991
Maintenance and repairs............................................................... $19,251
Taxes, other than payroll and income taxes
Property............................................................................ $ 4,158
Other............................................................................... $ 4,141
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Unitholders and Directors of the General Partner of
Plum Creek Timber Company, L.P.
Our report on the combined financial statements of Plum Creek Timber Company,
L.P. as of December 31, 1993 and 1992, and for each of the three years in the
period ended December 31, 1993 is included in its 1993 Annual Report on Form
10-K. In connection with our audits of such financial statements, we have also
audited the related combined financial statement schedules listed in the Index
of the Form 10-K/A, Amendment No. 1 to the aforementioned Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements as a whole, present
fairly, in all material respects, the information required to be included
therein.
COOPERS & LYBRAND
Seattle, Washington
January 28, 1994
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21
Exhibit
Designation Nature of Exhibit
- ----------- -----------------
3.A* Amended and Restated Agreement of Limited Partnership of Plum Creek Timber Company, L.P. dated June 8, 1989,
as amended to date (conformed composite version). See Attached Exhibit.
3.B.1 Certificate of Limited Partnership of Plum Creek Limited Partnership, L.P., as filed with the Secretary of
State of the state of Delaware on April 12, 1989 (Form S-1, Regis. No. 33-28094, filed May, 1989).
3.B.2 Certificate of Limited Partnership of Plum Creek Manufacturing, L.P. as filed with the Secretary of State of
the state of Delaware on December 27, 1990.
4.A Form of Deposit Agreement by and among Plum Creek Timber Company, L.P. and The First National Bank of Boston,
dated as of May 1989, (Form S-1, Regis. No. 33-28094, filed May, 1989).
4.B Form of Transfer Application (Form S-1, Regis. No. 33-28094, filed May, 1989).
4.C.1* Senior Note Agreement, dated May 31, 1989, 11 1/8 percent Senior Notes due June 8, 2007, Plum Creek Timber
Company, L. P. (Form 10-Q, No. 1-10239, filed August, 1989). Amendment No. 1, consent and waiver dated
January 1, 1991 to Senior Note Agreement, dated May 31, 1989, 11 1/8 percent Senior Notes due June 8, 2007,
Plum Creek Timber Company, L.P. (Form 8 Amendment No. 1, filed April 1991). Amendment No. 2, consent and
waiver dated September 1, 1993 to the Senior Note Agreement. See attached Exhibit.
4.C.2* Mortgage Note Agreement, dated May 31, 1989, 11 1/8 percent First Mortgage Notes due June 8, 2007, Plum Creek
Manufacturing, Inc. (Form 10-Q, No. 1- 10239, filed August, 1989). Amendment No. 1, consent and waiver dated
January 1, 1991 to Mortgage Note Agreement, dated May 31, 1989, 11 1/8 percent First Mortgage Notes due
June 8, 2007, Plum Creek Manufacturing, Inc., now Plum Creek Manufacturing, L.P. (Form 8 Amendment No. 1,
filed April 1991). Amendment No. 2, consent and waiver dated September 1, 1993 to the Mortgage Note Agreement.
See attached Exhibit.
4.C.3* Reducing Revolving Line of Credit, dated October 28, 1993, due November 1, 2001, Plum Creek Timber Company, L.P.
See attached Exhibit.
10.B Form of Distribution Agreement dated May, 1989 by and between Burlington Resources and Plum Creek Timber Company,
L.P. (Form S-1, Regis. No. 33- 28094, filed May, 1989).
10.C.1+ Employment Agreement, as modified by waiver and agreement dated June 9, 1989 with David D. Leland. (Form 10-Q,
No. 1- 10239, filed August, 1989).
10.C.2*+ Employment Agreement dated June 9, 1989 with Charles P. Grenier. (Form 10- Q, No. 1-10239, filed August, 1989).
Amendment No.1, Release and Waiver of Rights dated January 28, 1994. See attached exhibit.
10.C.3*+ Employment Agreement dated June 9, 1989 with Rick R. Holley. (Form 10-Q, No. 1- 10239, filed August, 1989).
Amendment No. 1, Release and Waiver of Rights, dated January 28, 1994. See attached exhibit.
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22
10.C.4*+ Employment Agreement dated August 3, 1989 with James A. Kraft. (Form 10-Q, No. 1- 10239, filed August, 1989).
Amendment No. 1, Release and Waiver of Rights, dated January 28, 1994. See attached exhibit.
10.C.5*+ Employment Agreement dated June 9, 1989 with Robert E. Manne. (Form 10-Q, No. 1- 10239, filed August, 1989).
Amendment No. 1. Release and Waiver of Rights, dated January 28, 1994. See attached exhibit.
10.D.1* $15 million Revolving Credit Agreement by and between Plum Creek Timber Company, L.P. and Algemene Bank Nederland
N.V. as agent, dated as of November 22, 1989. (Form 10-K, No. 1-10239, filed March, 1990). Amendment dated
January 1, 1991 to $15 million Revolving Credit Agreement by and between Plum Creek Timber Company, L.P. and
Algemene Bank Nederland N.V. as agent, dated as of November 22, 1989. (Form 8 Amendment No. 1, filed April 1991).
Amendment No. 2 dated September 1, 1993. See attached exhibit.
10.D.2 $20 million Revolving Credit Agreement by and between Plum Creek Manufacturing Company, Inc. and Algemene Bank
Nederland N.V. as agent, dated as of November 22, 1989. (Form 10-K, No. 1-10239, filed March, 1990) Amendment
dated January 1, 1991 to $20 million Revolving Credit Agreement by and between Plum Creek Manufacturing, Inc.,
now Plum Creek Manufacturing, L.P., and Algemene Bank Nederland N.V. as agent, dated as of November 22, 1989.
(Form 8 Amendment No. 1, filed April 1991).
10.D.3 $20 million Revolving Credit Agreement by and between Plum Creek Manufacturing Company, Inc. and Plum Creek
Timber Company, L.P., dated as of December 1, 1989. (Form 10-K, No. 1-10239, filed March, 1990). Amendment
dated January 1, 1991 to $20 million Revolving Credit Agreement by and between Plum Creek Manufacturing, Inc.,
now Plum Creek Manufacturing, L.P., and Plum Creek Timber Company, L.P., dated as of December 1, 1989.
(Form 8 Amendment No. 1, filed April 1991).
10.E.1+ 1988 Stock Option Incentive Plan, Burlington Northern Inc. (Form S-8, No. 33-22493, filed June 15, 1988).
Appendix A, 1988 Stock Option Incentive Plan, Burlington Northern Inc. (filed November 29, 1989).
10.E.2+ Incentive Sharing Plan, Plum Creek Management Company. (Form 10-K, No. 1-10239, filed March, 1990). Amendment
number 1, dated April 1991, Incentive Sharing Plan, Plum Creek Management Company. (Form 10-Q, No. 1-10239, filed
May, 1991).
10.E.3+ Unit Awards Plan, PCTC, Inc. (Form 10-K, No. 1-10239, filed March, 1990). Amendment number 1, dated April 1991,
to Unit Awards Plan, PCTC, Inc. (Form 10-Q, No. 1-10239, filed May, 1991).
10.E.4+ Incentive Compensation Plan, Plum Creek Management Company. (Form 8 Amendment No. 1, filed April, 1990).
Amendment dated January 1, 1991 to Incentive Compensation Plan, Plum Creek Management Company. (Form 8 Amendment
No. 1, filed April 1991).
10.E.5+ Retirement Plan for Directors, Plum Creek Management Company. (Form 8 Amendment No. 1, filed April 1991).
10.E.6*+ Long-term Incentive Plan, Plum Creek Management Company, L.P. See attached exhibit.
10.E.7*+ Management Incentive Plan, Plum Creek Management Company, L.P. See attached exhibit.
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23
21 Subsidiaries of the Registrant. (Form 8 Amendment No. 1, filed April 1991).
24 Power of Attorney (Form S-1, Regis. No. 33-28094, filed May,1989).
22