UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A NO. 1 --------------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 Commission File Number 333-18723 MAXXAM GROUP HOLDINGS INC. (Exact name of Registrant as specified in its charter) DELAWARE 76-0518669 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization) 5847 SAN FELIPE, SUITE 2600 77057 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 975-7600 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 such filing requirements for the past 90 days. Yes /X/ No / / Number of shares of common stock outstanding at July 31, 1998: 1,000 Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS: 4.1 Indenture between Scotia LLC and State Street Bank and Trust Company ("State Street"), as Trustee, regarding the Timber Notes (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of MAXXAM for the quarter ended June 30, 1998, File No. 1-3924; the "MAXXAM June 30, 1998 10-Q") 4.2 Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Proceeds among Scotia LLC, Fidelity National Title Insurance Company, as Trustee, and State Street, as Collateral Agent (incorporated herein by reference to Exhibit 4.2 to the MAXXAM June 30, 1998 10-Q) 4.3 Credit Agreement among Scotia LLC, Bank of America National Trust and Savings Association and other financial institutions party thereto (incorporated herein by reference to Exhibit 4.3 to the MAXXAM June 30, 1998 10-Q) **4.4 First Supplemental Indenture dated as of July 8, 1998, to the Indenture dated as of December 23, 1996, between the Company and U.S. Bank Trust National Association, as Trustee **4.5 Second Supplemental Indenture dated as of July 29, 1998, to the Indenture dated as of December 23, 1996, between the Company and U.S. Bank Trust National Association, as Trustee *10.1 New Master Purchase Agreement between Pacific Lumber and Scotia LLC * 10.2 New Services Agreement between Pacific Lumber and Scotia LLC *10.3 New Additional Services Agreement between Pacific Lumber and Scotia LLC *10.4 New Reciprocal Rights Agreement among Pacific Lumber, Scotia LLC and Salmon Creek *10.5 New Environmental Indemnification Agreement between Pacific Lumber and Scotia LLC *27 Financial Data Schedule - ------------- * Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated July 31, 1998; File No. 333-18723 ** Included with this filing SIGNATURES Pursuant to the requirements 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, who has signed this report on behalf of the Registrant and as the principal accounting officer of the Registrant. MAXXAM GROUP HOLDINGS INC. Date: August 10, 1998 By: /S/ PAUL N. SCHWARTZ Paul N. Schwartz Vice President, Chief Financial Officer and Director Date: August 10, 1998 By: /S/ ELIZABETH D. BRUMLEY Elizabeth D. Brumley Assistant Controller (Principal Accounting Officer)