UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A Amendment No. 1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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, INC.
(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: Common Stock,
par value $.01 per share. The above securities are registered on the New
York Stock Exchange and the Pacific 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
such 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 (ss.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. [X]
The aggregate market value of the voting common stock held by
non-affiliates based on the closing sales price on October 1, 2001 was
approximately $1,353,500,000. For this calculation, all executive officers,
directors and stockholders owning more than 5% of the outstanding common
stock have been deemed affiliates. Such determination should not be deemed
an admission that such executive officers, directors and stockholders are,
in fact, affiliates of the registrant.
The number of outstanding shares of the registrant's common stock as of
October 1, 2001 was 68,572,009. The number of outstanding shares of the
registrant's special voting stock as of October 1, 2001 was 634,566.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: None
The undersigned registrant hereby amends the following items of
its Annual Report on Form 10-K for the fiscal year ended December 31, 2000
as set forth in the pages attached hereto:
Item 10 Directors and Executive Officers of the registrant
Item 14 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the Delaware General Corporation Law and Plum Creek
Timber Company's Amended and Restated Bylaws, the business, property and
affairs of Plum Creek are managed under the direction of the Board of
Directors. Members of the Board are kept informed of Plum Creek's business
through discussions with Plum Creek's officers, by reviewing materials
provided to them and by participating in meetings of the Board and its
committees.
Prior to October 9, 2001, the Board of Directors was divided into
three classes, with a class of directors elected each year for a three-year
term and until successors of such directors were elected. The current
directors will serve until the end of their respective terms as set forth
below.
The names and ages of the directors and their principal
occupations or employment during the past five years, as of March 27, 2001,
are set forth below.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2002:
Rick R. Holley
Mr. Holley, 49, served as the President and Chief Executive
Officer of Plum Creek Management Company, L.P. (the "Management
Partnership"), the former general partner of Plum Creek Timber Company,
L.P. from January 1994 through our conversion to a REIT, and continues in
the same position with Plum Creek. Mr. Holley served as a director of PC
Advisory Corp I ("Corp I"), which was the general partner of the Management
Partnership from January 1994 through our conversion to a REIT, and was
elected a director of Plum Creek on July 1, 1999.
Ian B. Davidson
Mr. Davidson, 69, served as a director of Corp I from December
1992 through our conversion to a REIT, and was elected a director of Plum
Creek on July 1, 1999. Mr. Davidson is the Chairman of Davidson Companies,
the holding company that owns the brokerage firm D.A. Davidson & Co.
William J. Patterson
Mr. Patterson, 39, served as a director of Corp I from November
1992 through our conversion to a REIT, and was elected a director of Plum
Creek on July 1, 1999. Since 1991, Mr. Patterson's principal occupation has
been as a managing director of SPO Partners & Co., a private investment
firm that is an affiliate of the Management Partnership.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2003:
Hamid R. Moghadam
Mr. Moghadam, 44, was elected a director of Plum Creek on July 1,
1999. He is the Chief Executive Officer of AMB Property Corporation and
Chairman of its Board of Directors. Mr. Moghadam is also one of the
founders of AMB (in 1983), which is one of the largest public REITs in the
country focusing on high throughput industrial properties.
John H. Scully
Mr. Scully, 56, served as a director of Corp I from November 1992
through our conversion to a REIT, and was elected a director of Plum Creek
on July 1, 1999. Since 1991, Mr. Scully's principal occupation has been as
a managing director of SPO Partners & Co., a private investment firm that
is an affiliate of the Management Partnership. Mr. Scully also serves as a
director for Bell & Howell Company, Inc.
DIRECTORS WHOSE TERMS WILL EXPIRE IN 2004:
David D. Leland
Mr. Leland, 65, served from December 1992 through our conversion
to a REIT in July 1999 as a director and Chairman of the Board of Corp I.
From December 1992 to December 1993, Mr. Leland also served as the
President and Chief Executive Officer of the Management Partnership. Mr.
Leland was elected a director and the Chairman of the Board of Plum Creek
on July 1, 1999.
John G. McDonald
Professor McDonald, 63, was elected a director of Plum Creek on
July 1, 1999. Professor McDonald is the IBJ Professor of Finance in the
Graduate School of Business at Stanford University, where he has been a
faculty member since 1968. He serves as a director of Varian, Inc.;
Scholastic Corp.; iStar Financial Inc.; and eight mutual funds managed by
Capital Research and Management Company.
William E. Oberndorf
Mr. Oberndorf, 47, served as a director of Corp I from November
1992 through our conversion to a REIT, and was elected a director of Plum
Creek on July 1, 1999. Since 1991, Mr. Oberndorf's principal occupation has
been as a managing director of SPO Partners & Co., a private investment
firm that is an affiliate of the Management Partnership. Mr. Oberndorf also
serves as a director for Bell & Howell Company, Inc.
DIRECTORS DESIGNATED BY GEORGIA-PACIFIC CORPORATION TO BE NAMED TO THE BOARD
OF DIRECTORS:
Under the Agreement and Plan of Merger, dated as of July 18, 2000,
as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
June 12, 2001, among Plum Creek Timber Company, Inc., Georgia-Pacific
Corporation and North American Timber Corp., NPI Timber, Inc., GNN Timber,
Inc., GPW Timber, Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a
Delaware corporation (collectively, the "Spincos"), pursuant to which each
of the Spincos merged (the "Mergers") with and into us, the following
individuals designated by Georgia-Pacific Corporation and reasonably
acceptable to us were added to our Board at the closing of the Mergers: Joe
E. Beverly, Stephen C. Tobias and Sam A. Williams.
We have listed below biographical information as of October 1,
2001, for these individuals who were appointed to the class of directors
whose term expires on 2002.
Joe E. Beverly
Mr. Beverly, 60, has served as the Chairman of Commercial Bank,
located in Thomasville, Georgia, a wholly owned subsidiary of Synovus
Financial Corp., since 1990. He is a director of Synovus Financial Corp.
and served as the Vice Chairman of Synovus Financial Corp. until 1996. From
1973 to 1989, he served as the President of Commercial Bank. He also serves
as a director of Flowers Food, Inc.
Stephen C. Tobias
Mr. Tobias, 56, has served as the Vice Chairman and Chief
Operating Officer of Norfolk Southern Corporation, a Virginia-based holding
company that owns a major freight railroad, a natural resources company and
a telecommunications company, since 1998. Since 1969, he has
held various positions with Norfolk Southern Corporation or its predecessor
company, including General Manager, Vice President Strategic Planning,
Senior Vice President Operations and Executive Vice President Operations.
Sam A. Willliams
Mr. Williams, 56, has served as the President of Metro Atlanta
Chamber of Commerce, one of Georgia's leading business organizations with
approximately 6,000 members, since 1996. From 1994 to 1996, he served as
the President of Central Atlanta Progress, a private business organization
that redeveloped Atlanta, Georgia. Prior to that, Mr. Williams served as
the Executive Vice President of The Portman Companies, a real estate
development company, from 1973 to 1994. He also serves as a director of
Support Technologies, Inc.
ELIMINATION OF THE CLASSIFICATION OF THE BOARD:
On August 15, 2001, our stockholders approved the proposal to
amend our Certificate of Incorporation to eliminate the classification of
the Board. On October 9, 2001, we amended our Certificate of Incorporation
to eliminate the classification of the Board. This amendment did not affect
the terms of any of the members of the Board who were serving at the time
of such amendment.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements and Supplementary Financial Information
The following consolidated/combined financial statements
of the corporation are included in Part II, Item 8 of this Form 10-K:
Consolidated/Combined Statement of Income 35
Consolidated/Balance Sheet 36
Consolidated/Combined Statement of Cash Flows 37
Notes to Consolidated/Combined Financial Statements 38
Report of Independent Accountants 68
Report of Management 69
Supplementary Financial Information 70
(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. All exhibits not filed herewith are incorporated
herein by reference to a prior filing as indicated. Exhibits designated by
a positive sign ("+") indicates management contracts or compensatory plans.
INDEX TO EXHIBITS
Exhibit
Designation Nature of Exhibit
----------- -----------------
2.1 Purchase and Sale Agreement by and between S.D.
Warren Company as seller and Plum Creek Timber
Company, L.P. as purchaser dated as of October 5,
1998 (Form 10-Q, File No. 1-10239, for the quarter
ended September 30, 1998).
2.2 Amended and Restated Agreement and Plan of
Conversion, dated as of July 17, 1998, by and among
Plum Creek Timber Company, Inc., Plum Creek Timber
Company, L.P. and Plum Creek Management Company, L.P.
(Registration Statement on Form S-4, Registration No.
333-71371, filed January 28, 1999).
2.3 Agreement and Plan of Merger, dated as of July 17,
1998, by and among Plum Creek Timber Company, L.P.,
Plum Creek Acquisitions Partners, L.P. and Plum Creek
Timber Company, Inc. (Registration Statement on Form
S-4, Registration No. 333-71371, filed January 28,
1999).
2.4 Agreement and Plan of Merger, dated as of July 17,
1998, by and among Plum Creek Timber Company, Inc.
and Plum Creek Management Company, L.P. (Registration
Statement on Form S-4, Registration No. 333-71371,
filed January 28, 1999).
2.5 Agreement and Plan of Merger by and among
Georgia-Pacific Corporation, North American Timber
Corp., NPI Timber, Inc., GNN Timber, Inc., GPW
Timber, Inc., LRFP Timber, Inc., NPC Timber, Inc. and
Plum Creek Timber Company, Inc., dated as of July 18,
2000 and as amended on June 12, 2001 (Registration
Statement on Form S-4, Registration No. 333-47708,
filed July 13, 2001).
3.1 Certificate of Incorporation of Plum Creek Timber
Company, Inc. (Form 8-K, File No. 1-10239, filed
October 9, 2001).
3.2 Certificate of Amendment to Certificate of
Incoporation of Plum Creek Timber Company, Inc. (Form
8-K, File No. 1-10239, filed October 9, 2001).
3.3 Amended and Restated By-laws of Plum Creek Timber
Company, Inc. (Form 8-K, File No. 1-10239, filed
October 9, 2001).
4.1 Senior Note Agreement, dated as of October 9, 2001,
$55,000,000 Series H due October 1, 2006, $75,000,000
Series I due October 1, 2008, $295,000,000 Series J
due October 1, 2011, $75,000,000 Series K due October
1, 2013 (Form 8-K, File No. 1-10239, filed October
9, 2001).
4.2 Credit Agreement, dated as of October 3, 2001, among
Plum Creek Timberlands, L.P., Bank of America, N.A.,
as Administrative Agent, First Union National Bank
and The Bank of Tokyo-Mitsubishi, Ltd., Portland
Branch, as Syndication Agents, Suntrust Bank,
ScotiaBanc Inc. and Northwest Farm Credit Services,
PCA, as Documentation Agents, the Other Financial
Institutions Party Thereto and Banc of America
Securities LLC and First Union Securities, Inc., as
Arrangers (Form 8-K, File No. 1-10239, filed October
9, 2001).
4.3 The registrant agrees that it will furnish the
Commission a copy of any of its debt instruments not
listed herein upon request.
4.4 Form of Common Stock Certificate (Registration
Statement on Form S-4, Registration No. 333-71371,
filed January 28, 1999).
10.1 Amended and Restated Revolving Credit Agreement dated
as of December 13, 1996 among Plum Creek Timber
Company, L.P., Bank of America National Trust and
Savings Association, as Agent, NationsBank of North
Carolina, N.A., as senior co-agent and the Other
Financial Institutions Party Hereto (Form 10-K, File
No. 1-10239, for the year ended December 31, 1996).
Amendment effective July 1, 1999 (Form 10-Q, File No.
1-10239, for the quarter ended June 30, 1999).
10.2+ Plum Creek Supplemental Benefits Plan (Form 10-K/A,
Amendment No. 1, File No. 1-10239, for the year ended
December 31, 1994). First Amendment to the Plum Creek
Supplemental Benefits Plan (Form 10-Q, File No.
1-10239, for the quarter ended September 30, 1995).
10.3+ 1994 Long-Term Incentive Plan, Plum Creek Management
Company, L.P. (Form 10-K/A, Amendment No. 1, File No.
1-10239, for the year ended December 31, 1993). First
Amendment to the Plum Creek Management Company, L.P.
Long-Term Incentive Plan (Form 10-Q, File No.
1-10239, for the quarter ended September 30, 1995).
10.4+ Management Incentive Plan, Plum Creek Management
Company, L.P. (Form 10-K/A, Amendment No. 1, File No.
1-10239, for the year ended December 31, 1993).
10.5+ Executive and Key Employee Salary and Incentive
Compensation Deferral Plan, Plum Creek Management
Company, L.P. (Form 10-K/A, Amendment No. 1, File No.
1-10239, for the year ended December 31, 1994).
10.6+ Deferred Compensation Plan for Directors, PC Advisory
Corp. I (Form 10-K/A, Amendment No. 1, File No.
1-10239, for the year ended December 31, 1994).
10.7+ Plum Creek Director Unit Ownership and Deferral Plan
(Form 10-K, File No. 1-10239, for the year ended
December 31, 1996).
10.8 Secured Promissory Note between Rick R. Holley and
Plum Creek Timberlands, L.P. (Form 10-K, File No.
1-10239, for the year ended December 31, 1999).
10.9 Secured Promissory Note between Charles P. Grenier
and Plum Creek Timberlands, L.P. (Form 10-K, File No.
1-10239, for the year ended December 31, 1999).
10.10 Secured Promissory Note between William R. Brown and
Plum Creek Timberlands, L.P. (Form 10-K, File No.
1-10239, for the year ended December 31, 1999).
10.11 Secured Promissory Note between Michael J. Covey and
Plum Creek Timberlands, L.P. (Form 10-K, File No.
1-10239, for the year ended December 31, 1999).
10.12+ Plum Creek Timber Company, Inc. 2000 Stock Incentive
Plan (filed as an appendix to the corporation's
definitive Proxy Statement on Schedule 14A, filed on
March 31, 2000).
10.13+ Plum Creek Timber Company, Inc. Annual Incentive Plan
(Form 10-K, File No. 1-10239, for the year ended
December 31, 2000).
10.14 Voting Agreement and Consent by and among Plum Creek
Timber Company, Inc., Georgia-Pacific Corporation, PC
Advisory Partners I, L.P. and PC Intermediate
Holdings, L.P., dated as of July 18, 2000, and as
amended on June 12, 2001 (Registration Statement on
Form S-4, Registration No. 333-47708, filed July 13,
2001).
10.15 Tax Matters Agreement by and among Plum Creek Timber
Company, Inc., Georgia-Pacific Corporation on behalf
of itself and North American Timber Corp., NPI
Timber, Inc., GNN Timber, Inc., GPW Timber, Inc.,
LRFP Timber, Inc., and NPC Timber, Inc., dated as of
June 12, 2001 (Registration Statement on Form S-4,
Registration No. 333-47708, filed July 13, 2001).
10.16 Form of Primary Insurance Policy (Registration
Statement on Form S-4, Registration No. 333-47708,
filed July 13, 2001).
10.17 Registration Rights Agreement, dated as of July 1,
1999, by and among PC Advisory Partners, L.P., PCMC
Intermediate Holdings, L.P., and Plum Creek Timber
Company, Inc. (Registration Statement on Form S-4,
Registration No. 333-71371, filed January 28, 1999).
21 Subsidiaries of the registrant (Form 10-K, File No.
1-10239, for the year ended December 31, 1999).
99.1 Consent of Joe E. Beverly (filed herewith).
99.2 Consent of Stephen C. Tobias (filed herewith).
99.3 Consent of Sam A. Williams (filed herewith).
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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, INC.
By: /s/ Rick R. Holley
---------------------------------------
Rick R. Holley
President and Chief Executive Officer
Dated: October 9, 2001
Exhibit 99.1
CONSENT OF DIRECTOR NOMINEE
I hereby consent to being named in the amendment to the
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as
a director of Plum Creek Timber Company, Inc., a Delaware corporation
("Plum Creek"), effective upon the consummation of the mergers contemplated
by the Agreement and Plan of Merger, dated as of July 18, 2000, as amended
by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 12,
2001, among Plum Creek, Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), and six wholly owned subsidiaries of Georgia-Pacific.
Signature: /s/ Joe E. Beverly
----------------------
Joe E. Beverly
Date: September 27, 2001
Exhibit 99.2
CONSENT OF DIRECTOR NOMINEE
I hereby consent to being named in the amendment to the
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as
a director of Plum Creek Timber Company, Inc., a Delaware corporation
("Plum Creek"), effective upon the consummation of the mergers contemplated
by the Agreement and Plan of Merger, dated as of July 18, 2000, as amended
by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 12,
2001, among Plum Creek, Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), and six wholly owned subsidiaries of Georgia-Pacific.
Signature: /s/ Stephen C. Tobias
-------------------------
Stephen C. Tobias
Date: September 28, 2001
Exhibit 99.3
CONSENT OF DIRECTOR NOMINEE
I hereby consent to being named in the amendment to the
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as
a director of Plum Creek Timber Company, Inc., a Delaware corporation
("Plum Creek"), effective upon the consummation of the mergers contemplated
by the Agreement and Plan of Merger, dated as of July 18, 2000, as amended
by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 12,
2001, among Plum Creek, Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), and six wholly owned subsidiaries of Georgia-Pacific.
Signature: /s/ Sam A. Williams
-------------------------
Sam A. Williams
Date: September 26, 2001