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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 1994 on Form 10-K as set forth in the pages attached hereto:
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 (a)(3) Exhibits
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 25, 1995 By: DIANE M. IRVINE
------------------------------------------
Diane M. Irvine,
Vice President and Chief Financial Officer
See Exhibit Index on page 14 and 15.
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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, 1994
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 State of Delaware I.R.S. Employer 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 eight 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 eight were
elected by unanimous written consent of the stockholders of Corp. I to hold
office until the Annual Meeting of Stockholders in 1996 and until their
successors are duly elected and qualified. There are no family relationships
among them.
Ian B. Davidson (Age 63) -- 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. and DADCO. Mr. Davidson also serves as a
Director of Energy West and the DADCO Companies.
George M. Dennison (Age 59) -- Dr. Dennison was elected a Director of
Corp. I effective February 1994 and is a member of the Audit Committee, the
Compensation Committee and the Conflicts Committee of the Board of Directors.
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.
Charles P. Grenier (Age 45) -- Mr. Grenier was elected a Director of
Corp. I effective April 11, 1995. Mr. Grenier has been Executive Vice
President of the General Partner since January 1, 1994. Mr. Grenier was Vice
President, Rocky Mountain Region of the General Partner from December 1992 to
December 1993 and was Vice President, Rocky Mountain Region of the former
general partner of the Registrant, Plum Creek Management Company, from June
1989 to December 1992.
Rick R. Holley (Age 43) -- Mr. Holley was elected a Director of
Corp. I effective January 1, 1994. Mr. Holley has been President and Chief
Executive Officer of the General Partner since 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.
David D. Leland (Age 59) -- 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
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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.
William E. Oberndorf (Age 41) -- 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 and
Wometco Cable Corp.
William J. Patterson (Age 33) -- 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.
John H. Scully (Age 50) -- 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 and Wometco Cable Corp.
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) 43 President and Chief Executive Officer 1989
Charles P. Grenier (a) 45 Executive Vice President 1989
William R. Brown (b) 43 Vice President, Resource Management 1995
Diane M. Irvine (c) 36 Vice President and Chief Financial Officer 1994
James A. Kraft (a) 40 Vice President, Law 1989
(a) Served during the past five years in a managerial or executive
capacity with the General Partner's predecessor, Plum Creek
Management Company, and the General Partner.
(b) Mr. Brown became Vice President, Resource Management of the General
Partner on
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February 22, 1995. Mr. Brown was the Director, Planning for the
General Partner's predecessor, Plum Creek Management Company, and
the General Partner from August 1990 to February 1995. From June
1987 to June 1990, Mr. Brown was the Director, Planning for Glacier
Park Company.
(c) Served since February 7, 1994 as 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.
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
David D. Leland, a Director of Corp. I, failed to report in a timely
manner on a Form 4 for 1994 the disposition by him on August 24 and August 25,
1994 of 2,000 and 8,000 Limited Partnership Units of the Registrant ("Units"),
respectively. The Units were reported on a Form 4 by Mr. Leland on October 18,
1994.
Ian B. Davidson, a Director of Corp. I, failed to report in a timely
manner on a Form 4 for 1994 the acquisition by his wife on June 17, 1994 of 200
Units of the Registrant. The Units were reported on a Form 5 by Mr. Davidson
on February 14, 1995.
Other than the late reportings 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, 1994 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
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-----------------------------------------------------------
(c) (d) (c)(e)(f)(g)
OTHER ANNUAL RESTRICTED ALL OTHER
NAME & PRINCIPAL (b) COMPENSATION STOCK AWARDS COMPENSATION
POSITION (a) YEAR SALARY ($) BONUS ($) ($) ($) ($)
- ---------------- ---- ---------- --------- ------------ ------------ ------------
Rick R. Holley 1994 $375,000 $187,500 $187,500 $111,755
President and 1993 $149,733 $90,840 $ 10 $377,470
Chief Executive Officer 1992 $139,567 $84,840 $111 $331,784
Robert E. Manne 1994 $300,000 $150,000 $150,000 $64,871
Executive Vice 1993 $152,717 $92,430 $102 $366,531
President 1992 $145,000 $87,630 $192 $316,112
Charles P. Grenier 1994 $300,000 $150,000 $150,000 $64,871
Executive Vice 1993 $148,433 $90,060 $20 $366,131
President 1992 $139,083 $84,060 $249 $315,335
James A. Kraft 1994 $200,000 $100,000 $100,000 $49,711
Vice President, Law 1993 $123,633 $62,650 $37 $279,232
1992 $114,467 $57,650 $15 $283,332
Diane M. Irvine 1994 $135,288 $75,000 $10,728 $75,000 $37,500
Vice President and
Chief Financial Officer
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(a) Principal position as of December 31, 1994.
(b) Bonuses include cash amounts awarded under the Management Incentive
Plan ("MIP"). Under the terms of the MIP, one half of any bonus
awarded is paid in cash and the remaining half of any bonus awarded is
converted into restricted Shadow Units (defined below). The Shadow
Unit portion of the awards are reflected under the Restricted Stock
Awards column of the Summary Compensation Table. Payments made under
the MIP are not reimbursable by the Registrant.
(c) All Other Compensation and Other Annual Compensation includes $30,000
and $10,728, respectively, for reimbursement to Ms. Irvine of the
purchase price of 1,000 Units and the related tax liability.
(d) The amounts under the Restricted Stock Awards column of the Summary
Compensation Table represent Shadow Units awarded under the MIP.
Messrs. Holley, Manne, Grenier, Kraft and Ms. Irvine were awarded
8,287, 6,630, 6,630, 4,420 and 3,315 Shadow Units on January 30, 1995
for the 1994 Plan Year. The number of Shadow Units credited to each
participant's account was determined by the amount of the Unit portion
of bonuses awarded divided by the Average Price of a Unit for the date
the cash portion was paid to the Participant.
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
Average 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 (three years subsequent to the Plan Year for
which the bonus is awarded), a change in control or the participant's
termination of employment as a result of permanent disability or the
participant's death. If the participant's employment is terminated
involuntarily for cause prior to the occurrence of a realization
event, the participant forfeits any Shadow Units credited to his or
her account.
(e) All Other Compensation includes director fees of $34,000 paid to Mr.
Holley.
(f) 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 declared by the Registrant to the General
Partner for any year prior to 1994. Payments made under the IS Plan
are not reimbursable by the Registrant. Compensation related to
distributions declared for 1993, paid in 1994, from the IS Plan to
Messrs. Holley,
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Manne, Grenier, and Kraft totalled $44,218, $44,218, $44,218 and
$33,690, respectively. Participation in the IS Plan by the above
participants terminated in 1994.
(g) All Other Compensation includes matching thrift contributions in the
Plum Creek Thrift and Profit Sharing Plan for Messrs. Holley, Manne,
Grenier and Kraft totaling $6,750 each and includes matching thrift
contributions in the Plum Creek Supplemental Benefits Plan for Messrs.
Holley, Manne, Grenier, Kraft and Ms. Irvine totaling $26,787,
$13,903, $13,903, $9,271 and $7,500, respectively.
LONG-TERM INCENTIVE PLAN AWARDS IN 1994
PERFORMANCE PERIOD
NAME NUMBER OF UARS UNTIL MATURATION
---- -------------- ----------------
Diane M. Irvine 125,000 December 31, 1998
Effective October 1, 1993, the Board of Directors of Corp. I approved
a long-term incentive plan ("LTIP"). The LTIP is administered by a
committee of the Board of Directors ("Committee"). Pursuant to the
determination of the Committee, Unit Appreciation Rights ("UARs") were
granted to Ms. Irvine effective February 7, 1994.
The terms of the UARs granted to Ms. Irvine provide for five Unit
Value targets with the first Unit Value target set at 115% of a base
Unit value of $26.45 and each subsequent Unit Value target at 115% of
the previous target. Consequently, the five Unit Value targets are
$30.42, $34.98, $40.23, $46.26, and $53.20, 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.
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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 involuntarily for cause or voluntarily without good
reason 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 $22,470 $29,960 $37,450 $44,940
$300,000 $70,470 $93,960 $117,450 $140,940
$500,000 $118,470 $157,960 $197,450 $236,940
$700,000 $166,470 $221,960 $277,450 $332,940
$900,000 $214,470 $285,960 $357,450 $428,940
$1,100,000 $262,470 $349,960 $437,450 $524,940
$1,300,000 $310,470 $413,960 $517,450 $620,940
$1,500,000 $358,470 $477,960 $597,450 $716,940
Benefit accruals under the Pension Plan are based on the gross amount
of earnings, including cash incentive bonuses and IS Plan payments, but
excluding bonuses awarded in Units under the MIP and all commissions and other
extra or added compensation or benefits of any kind or nature. Bonuses awarded
in Units under the MIP for 1994 were $187,500, $150,000, $150,000, $100,000 and
$75,000 for Messrs. Holley, Manne, Grenier, Kraft and Ms. Irvine, respectively.
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 Burlington
Resources Inc. 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. Holley, Manne,
Grenier, Kraft and Ms. Irvine would be 30, 24, 27, 30 and 30, respectively.
Years of service under the Pension Plan as of December 31, 1994 for Messrs.
Holley, Manne, Grenier, Kraft and Ms. Irvine were 12, 9, 8, 11 and 1,
respectively.
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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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Mr. Leland served on the Compensation Committee of the
Board of Directors. Mr. Leland is the former President and Chief Executive
Officer of the General Partner.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP
To the best knowledge of the Registrant, there were no beneficial
owners of more than five percent of the Registrant's Units outstanding on March
31, 1995.
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, 1995.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF PERCENT OF
NAME OF INDIVIDUAL OR IDENTITY OF GROUP DEPOSITARY UNITS CLASS
--------------------------------------- ---------------- -----
Directors
Ian B. Davidson 20,200 0.05%
George M. Dennison 392 0.00%
Rick R. Holley 151,340(d)(e) 0.37%
David D. Leland 125,625 0.31%
William E. Oberndorf 822,249(a) 2.02%
William J. Patterson 0(b) 0.00%
John H. Scully 851,493(c) 2.10%
Executive Officers
Charles P. Grenier (f) 88,695(d) 0.22%
Diane M. Irvine 4,578(d) 0.01%
James A. Kraft 38,927(d) 0.10%
Robert E. Manne 34,115(d) 0.08%
12 Executive Officers & Directors as a Group 1,104,324 2.72%
========= =====
(a) Includes 224,983 Units owned by Main Street Partners, L.P., 84,817
Units owned by San Francisco Partners II, L.P. and 500,393 Units owned
by an Employee Benefits Trust of the General Partner as to which Mr.
Oberndorf has shared voting and dispositive power. Mr.
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Oberndorf shares control of and has an indirect pecuniary interest in
the General Partner's 2% interest in the Registrant. Mr. Oberndorf
disclaims that the General Partner's 2% interest in the Partnership
constitutes a security.
(b) 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.
(c) Includes 224,983 Units owned by Main Street Partners, L.P., 84,817
Units owned by San Francisco Partners II, L.P. and 500,393 Units owned
by an Employee Benefits Trust of 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 that
the General Partner's 2% interest in the Registrant constitutes a
security.
(d) Includes non-vested Shadow Units credited to participant's accounts
under the terms of the LTIP and Shadow Units credited to participant's
accounts under the terms of the MIP. Upon vesting, the participants
are entitled to receive one Unit for each Shadow Unit that vests.
Non-vested Shadow Units under the terms of the LTIP credited to the
participant's accounts for Messrs. Holley, Grenier and Kraft totaled
71,036, 50,740 and 30,444, respectively. Shadow Units under the terms
of the MIP credited to the participant's accounts for Messrs. Holley,
Manne, Grenier, Kraft and Ms. Irvine totaled 8,444, 6,755, 6,755,
4,503 and 3,378, respectively. Messrs. Holley, Manne, Grenier, Kraft
and Ms. Irvine disclaim beneficial ownership of both the non-vested
Shadow Units under the LTIP and the Shadow Units under the MIP.
(e) Includes 43,200 Units deferred under the Unit Awards Plan. Mr. Holley
disclaims beneficial ownership of the Units deferred.
(f) Elected a Director of Corp. I effective April 11, 1995.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant is required under its Partnership agreement to
reimburse the General Partner for compensation costs related to the management
of the Registrant, including the purchase of Units associated with certain
benefit plans. During 1994, the Registrant paid the General Partner for its
purchase of 496,800 Units at a total cost of $12.8 million, of which $10.5
million was funded from current operations and $2.3 million from funds held by
an employee benefit trust of the Registrant.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of the Form 10-K:
(1) Financial Statements and Supplementary Financial Information
The following combined financial statements of the Company were
included in Part II, Item 8 of the Form 10-K as filed on March 15, 1995:
Combined Statement of Income........................ 26
Combined Balance Sheet.............................. 27
Combined Statement of Cash Flows.................... 28
Notes to Combined Financial Statements.............. 29
Report of Independent Accountants................... 42
Supplementary Financial Information................. 43
(2) Financial Statement Schedules
Not applicable.
(3) List of Exhibits
Each exhibit set forth below 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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Index to Exhibits
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) (Form 10-K/A, Amendment
No. 1, filed April 1994).
3.B Certificate of Limited Partnership of Plum Creek Timber
Company, 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).
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 (Form 10-K/A, Amendment No. 1, filed April 1994).
Amendment No. 3, Senior Note Agreement Amendment dated May 20,
1994. 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 (Form 10-K/A, Amendment No. 1, filed April
1994). Amendment No. 3, Mortgage Note Agreement Amendment
dated May 20, 1994. See attached exhibit.
4.C.3* Senior Note Agreement, dated August 1, 1994, 8.73% Senior
Notes due August 1, 2009, Plum Creek Timber Company, L.P.
See attached exhibit.
10.A.1* $100 million Amended and Restated Credit Agreement by and
between Plum Creek Timber Company, L.P., Bank of America
National Trust and Savings Association as Agent, ABN AMRO
Bank N.V. as Co-agent and the Other Financial Institutions
Party Thereto, dated as of November 15, 1994.
See attached exhibit.
10.A.2* $35 million Credit Agreement by and between Plum Creek Timber
Company, L.P., Bank of America National Trust and Savings
Association as Agent, ABN AMRO Bank N.V. as Co-agent and the
Other Financial Institutions Party Thereto, dated as of
November 15, 1994. See attached exhibit.
10.B.1*+ Plum Creek Supplemental Benefits Plan. See attached exhibit.
10.B.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).
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10.B.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.B.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.B.5+ Retirement Plan for Directors, Plum Creek Management Company.
(Form 8 Amendment No. 1, filed April 1991).
10.B.6+ Long-term Incentive Plan, Plum Creek Management Company, L.P.
(Form 10-K/A, Amendment No. 1, filed April 1994).
10.B.7+ Management Incentive Plan, Plum Creek Management Company, L.P.
(Form 10-K/A, Amendment No. 1, filed April 1994).
10.B.8*+ Executive and Key Employee Salary and Incentive Compensation
Deferral Plan, Plum Creek Management Company, L.P. See
attached exhibit.
10.B.9*+ Deferred Compensation Plan for Directors, PC Advisory Corp. I.
See attached exhibit.
21 Subsidiaries of the Registrant. (Form 8 Amendment No. 1,
filed April 1991).
27* Financial Data Schedule. See attached exhibit.
(b) Reports on Form 8-K
None.
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