AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997
REGISTRATION NO. 333-34389
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 0800 93-1217136
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
6400 HIGHWAY 66, KLAMATH FALLS, OREGON 97601 (541) 884-2240
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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U.S. TIMBERLANDS FINANCE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0800 91-1851612
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
6400 HIGHWAY 66, KLAMATH FALLS, OREGON 97601 (541) 884-2240
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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AS TO BOTH REGISTRANTS:
JOHN J. STEPHENS, P.O. BOX 10, 6400 HIGHWAY 66, KLAMATH FALLS, OREGON 97601
(541) 884-2240
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
ANDREWS & KURTH L.L.P. BAKER & BOTTS, L.L.P.
425 LEXINGTON AVENUE 910 LOUISIANA
NEW YORK, NEW YORK 10017 HOUSTON, TEXAS 77002
(212) 850-2800 (713) 229-1234
ATTN: JONATHAN P. CRAMER ATTN: JOSHUA DAVIDSON
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on a
delayed or continuing basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
U.S. Timberlands Klamath Falls, L.L.C. and U.S. Timberlands Finance Corp.
have prepared this Amendment No. 4 to their Registration Statement on Form S-1
for the purposes of filing an exhibit with the Securities and Exchange
Commission and to complete Item 13 of Part II to the Registration Statement.
This Amendment No. 4 does not modify any provision of the prospectus included
in the Registration Statement; accordingly, such prospectus has not been
included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the NASD filing fee and
the NYSE filing fee, the amounts set forth below are estimates.
Securities and Exchange Commission registration fee............. $ 68,182
NASD filing fee................................................. 23,000
NYSE filing fee................................................. 11,250
Printing and engraving expenses................................. 225,000
Legal fees and expenses......................................... 275,000
Accounting fees and expenses.................................... 75,000
Other professional fees......................................... 100,000
Trustee fees and expenses....................................... 21,000
Miscellaneous expenses.......................................... 1,568
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Total....................................................... $800,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Section of the Prospectus entitled "The Operating Company Agreement--
Indemnification" is incorporated herein by this reference.
Reference is made to Section 7 of the Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement.
Subject to any terms, conditions or restrictions set forth in the Operating
Company Agreement, Section 18-108 of the Delaware Limited Liability Company
Act empowers a Delaware limited liability company to indemnify and hold
harmless any member or manager or other person from and against all claims and
demands whatsoever.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
There has been no sale of securities of the Company within the past three
years.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
a. Exhibits
**1.1 --Form of Underwriting Agreement
**3.1 --Form of Amended and Restated Operating Agreement of U.S.
Timberlands Klamath Falls, L.L.C.
**3.2 --Certificate of Incorporation of U.S. Timberlands Finance Corp.
**3.3 --By-Laws of U.S. Timberlands Finance Corp.
**4.1 --Form of Indenture among U.S. Timberlands Klamath Falls, L.L.C.,
U.S. Timberlands Finance Corp. and State Street Bank & Trust
Company, as trustee
**5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered
*10.1 --Form of Credit Agreement among U.S. Timberlands Klamath Falls,
L.L.C. and certain banks
+10.2 --Form of Contribution, Conveyance and Assumption Agreement among
U.S. Timberlands Klamath Falls, L.L.C. and certain other parties
+10.3 --Form of U.S. Timberlands Company, L.P. 1997 Long-Term Incentive
Plan
+10.4 --Forms of Employment Agreement for Messrs. Rudey, Stephens, Kobacker
and Morgan
**10.5 --Supply Agreement between U.S. Timberlands Klamath Falls, L.L.C. and
Collins Products LLC
**12.1 --Statement re computation of ratio of earnings to fixed charges
**21.1 --List of Subsidiaries
**23.1 --Consent of Arthur Andersen LLP
**23.2 --Consent of Mason, Bruce & Girard, Inc.
**23.3 --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
**24.1 --Powers of Attorney
**25.1 --Statement of Eligibility of Trustee
**27.1 --Financial Data Schedule
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* Filed herewith
** Previously filed
+ Incorporated by reference to an exhibit to the Registration Statement on
Form S-1 (File No. 333-32811), as amended, of U.S. Timberlands Company, L.P.
b. Financial Statement Schedules
All financial statement schedules are omitted because the information is not
required, is not material or is otherwise included in the financial statements
or related notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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The undersigned Registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be a part
of this Registration Statement as of the time it was declared
effective.
(ii) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on November 12, 1997.
U.S. Timberlands Klamath Falls,
L.L.C.
By: New Services, L.L.C.*
As Manager
By: /s/ John M. Rudey
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Name: John M. Rudey
Title: Chairman
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* Upon the consummation of this offering, New Services, L.L.C. will change
its name to "U.S. Timberlands Services Company, L.L.C."
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U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT 1933, AS AMENDED, THIS
AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND DATES INDICATED BELOW.
SIGNATURE TITLE DATE
/s/ John M. Rudey Chairman and
- ------------------------------------- Director November 12,
JOHN M. RUDEY 1997
* President, Chief
- ------------------------------------- Executive Officer November 12,
JOHN J. STEPHENS and Director 1997
* Executive Vice
- ------------------------------------- President, Chief November 12,
EDWARD J. KOBACKER Operating Officer 1997
and Director
* Vice President and
- ------------------------------------- Chief Financial November 12,
MICHAEL J. MORGAN Officer 1997
* Director
- ------------------------------------- November 12,
JOHN H. BEUTER 1997
* Director
- ------------------------------------- November 12,
AUBREY L. COLE 1997
* Director
- ------------------------------------- November 12,
GEORGE R. HORNIG 1997
* Director
- ------------------------------------- November 12,
ROBERT F. WRIGHT 1997
/s/ John M. Rudey
*By:_________________________________
JOHN M. RUDEY
ATTORNEY-IN-FACT
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U.S. TIMBERLANDS FINANCE CORP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on November 12, 1997.
U.S. Timberlands Finance Corp.
By: /s/ John M. Rudey
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Name: John M. Rudey
Title: Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ John M. Rudey Chairman and
- ------------------------------------- Director November 12,
JOHN M. RUDEY 1997
* President and Chief
- ------------------------------------- Executive Officer November 12,
JOHN J. STEPHENS 1997
* Vice President,
- ------------------------------------- Secretary, Chief November 12,
MICHAEL J. MORGAN Financial Officer 1997
and Principal
Accounting Officer
/s/ John M. Rudey
*By:_________________________________
JOHN M. RUDEY
ATTORNEY-IN-FACT
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INDEX TO EXHIBITS
EXHIBITS
**1.1 --Form of Underwriting Agreement
**3.1 --Form of Amended and Restated Operating Agreement of U.S.
Timberlands Klamath Falls, L.L.C.
**3.2 --Certificate of Incorporation of U.S. Timberlands Finance Corp.
**3.3 --By-Laws of U.S. Timberlands Finance Corp.
**4.1 --Form of Indenture among U.S. Timberlands Klamath Falls, L.L.C.,
U.S. Timberlands Finance Corp. and State Street Bank & Trust
Company, as trustee
**5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered
*10.1 --Form of Credit Agreement among U.S. Timberlands Klamath Falls,
L.L.C. and certain banks
+10.2 --Form of Contribution, Conveyance and Assumption Agreement among
U.S. Timberlands Klamath Falls, L.L.C. and certain other parties
+10.3 --Form of U.S. Timberlands Company, L.P. 1997 Long-Term Incentive
Plan
+10.4 --Forms of Employment Agreement for Messrs. Rudey, Stephens, Kobacker
and Morgan
**10.5 --Supply Agreement between U.S. Timberlands Klamath Falls, L.L.C. and
Collins Products LLC
**12.1 --Statement re computation of ratio of earnings to fixed charges
**21.1 --List of Subsidiaries
**23.1 --Consent of Arthur Andersen LLP
**23.2 --Consent of Mason, Bruce & Girard, Inc.
**23.3 --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)
**24.1 --Powers of Attorney
**25.1 --Statement of Eligibility of Trustee
**27.1 --Financial Data Schedule
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* Filed herewith
** Previously filed
+ Incorporated by reference to an exhibit to the Registration Statement on
Form S-1 (File No. 333-32811), as amended, of U.S. Timberlands Company, L.P.