-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GL1IWn5JdlO9cFrdRuUkOQyyUsULvZaXXZH/ygMo1eEq76JHzpvMyfMXIpgbgqVr MCO45DkD0bZYzMHKLRjGPw== 0000849213-98-000008.txt : 19980326 0000849213-98-000008.hdr.sgml : 19980326 ACCESSION NUMBER: 0000849213-98-000008 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980325 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO L P CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 911443693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-10239 FILM NUMBER: 98572956 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064673600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE CITY: SEATTLE STATE: WA ZIP: 98104-4096 10-K405/A 1 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, 1997 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 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 (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. [ X ] The aggregate market value of Units held by non-affiliates based on the closing sales price on February 28, 1998 was approximately $1,523,574,709. For this calculation, all executive officers and directors have been deemed affiliates. Such determination should not be deemed an admission that such executive officers and directors are, in fact, affiliates of the registrant. 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 for 1997 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 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 1998 and until their successors are duly elected and qualified. There are no family relationships among them. Ian B. Davidson (Age 66) -- Mr. Davidson was elected a Director of Corp. I in December 1992 and is a member of both the Audit and Compliance 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, a regional brokerage firm. Mr. Davidson also serves as a Director of Energy West and the DADCO Companies. George M. Dennison (Age 62) -- Dr. Dennison was elected a Director of Corp. I effective February 1994 and is a member of the Audit and Compliance 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. Charles P. Grenier (Age 48) -- Mr. Grenier was elected a Director of Corp. I effective April 1995. Mr. Grenier has been Executive Vice President of the General Partner since January 1994. Mr. Grenier was Vice President, Rocky Mountain Region of the General Partner from December 1992 to December 1993. Mr. Grenier also serves as a Director of Winter Sports, Inc. Rick R. Holley (Age 46) -- Mr. Holley was elected a Director of Corp. I effective January 1994. Mr. Holley has been President and Chief Executive Officer of the General Partner since January 1994. Mr. Holley was Vice President and Chief Financial Officer of the General Partner from December 1992 to December 1993. David D. Leland (Age 62) -- 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 and the Conflicts Committee of the Board of Directors. Mr. Leland was President and Chief Executive Officer of the General Partner from December 1992 to December 1993. William E. Oberndorf (Age 44) -- 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., investment advisors, an affiliate of the Registrant. Mr. Oberndorf serves as a Director for Bell & Howell Company, Inc. William J. Patterson (Age 36) -- Mr. Patterson became a Director of Corp. I in November 1992 and is Chairman of the Audit and Compliance 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., investment advisors, an affiliate of the Registrant. John H. Scully (Age 53) -- 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., investment advisors, an affiliate of the Registrant. Mr. Scully serves as a Director for Bell & Howell Company, Inc. 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 - ---- --- ------ ----- Rick R. Holley(a) 46 President and Chief 1989 Executive Officer Charles P. Grenier(a) 48 Executive Vice President 1989 William R. Brown(b) 46 Vice President, Strategic 1995 Business Development Michael J. Covey(c) 40 Vice President, Resources 1998 Lindsay G. Crawford(d) 48 Vice President, Southern Region 1996 Barbara L. Crowe(e) 47 Vice President, Human Resources 1997 Diane M. Irvine(f) 39 Vice President and 1994 Chief Financial Officer James A. Kraft(g) 43 Vice President, General Counsel 1989 and Secretary (a) Served during the past five years in a managerial or executive capacity with the General Partner. (b) Served since January 1998 as Vice President, Strategic Business Development of the General Partner. Mr. Brown was Vice President, Resource Management of the General Partner from February 1995 to January 1998 and was the Director, Planning for the General Partner and the General Partner's predecessor, Plum Creek Management Company, from August 1990 to February 1995. (c) Served since January 1998 as Vice President, Resources of the General Partner. Mr. Covey was the General Manager, Rocky Mountain Timberlands for the General Partner from August 1996 to January 1998, was Director of Operations, Rocky Mountain Region for the General Partner from June 1995 to August 1996, and was Plant Manager, Ksanka Sawmill for the General Partner and the General Partner's predecessor, Plum Creek Management Company, from August 1992 to June 1995. (d) Served since October 1996 as Vice President, Southern Region of the General Partner. Mr. Crawford was the General Manager, Lumber for the General Partner from December 1994 to October 1996 and was the Director of Operations, Flathead Mills for the General Partner and the General Partner's predecessor, Plum Creek Management Company, from June 1989 to November 1994. (e) Served since April 1997 as Vice President, Human Resources of the General Partner. From October 1995 through March 1997, Ms. Crowe was Vice President, Human Resources for Weight Watchers Gourmet Food Co., a subsidiary of the H.J. Heinz Company. From November 1991 through September 1995, Ms. Crowe worked in Human Resources at Ore-Ida Foods, Inc., a subsidiary of the H.J. Heinz Company, first as Manager, then as General Manager. (f) Served since February 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. (g) Served since April 1996 as Vice President, General Counsel and Secretary of the General Partner. Mr. Kraft was Vice President, Law of the General Partner from January 1994 to April 1996 and was Vice President, Law and Corporate Affairs of the General Partner and the General Partner's predecessor, Plum Creek Management Company, from April 1989 to December 1993. Executive officers of the General Partner are appointed annually at the second quarterly meeting of the Board of Directors of Corp. I. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Registrant is not aware of any reporting violations regarding Section 16(a). ITEM 11. EXECUTIVE COMPENSATION - -------------------------------- The following table sets forth a summary of compensation for the three fiscal years ended December 31, 1997 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) Other Annual Restricted All Other Name & Principal (b) Compensation Stock Awards Compensation Position(a) Year Salary($) Bonus($) ($) ($) ($) - ----------------------------------------------------------------------------------- Rick R. Holley 1997 $434,000 $217,000 $217,000 $51,240 President and 1996 $413,000 $206,500 $206,500 $48,640 Chief Executive 1995 $390,000 $195,000 $195,000 $47,535 Officer Charles P. Grenier 1997 $343,000 $171,500 $171,500 $40,640 Executive Vice 1996 $330,000 $165,000 $165,000 $31,360 President 1995 $312,000 $156,000 $156,000 $28,701 James A. Kraft 1997 $223,600 $111,800 $111,800 $26,488 Vice President, 1996 $215,000 $107,500 $107,500 $24,616 General Counsel 1995 $206,000 $92,700 $92,700 $25,002 and Secretary Diane M. Irvine 1997 $200,000 $100,000 $100,000 $17,490 Vice President 1996 $183,000 $91,500 $91,500 $15,690 and Chief 1995 $175,000 $78,500 $7,504 $78,500 $15,176 Financial Officer William R. Brown 1997 $165,000 $82,500 $82,500 $14,400 Vice President, 1996 $150,000 $75,000 $75,000 $12,900 Strategic Business 1995 $124,664 $65,000 $13,098 $65,000 $29,014 Development
(a) Principal position as of December 31, 1997. (b) Amounts in the bonus column represent the cash portion of Management Incentive Plan ("MIP") awards. Under the terms of the MIP, one half of any MIP award is paid in cash and the remaining half is converted into Shadow Units (defined below). The Shadow Unit portion of the awards is reflected under the Restricted Stock Awards column of the Summary Compensation Table. Payments made by the General Partner under the MIP are not currently reimbursed by the Registrant. (c) The amounts under the Restricted Stock Awards column of the Summary Compensation Table represent Shadow Units awarded under the MIP. Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine were awarded 6,532, 5,132, 3,365, 2,484, and 3,011 Shadow Units, respectively, for the 1997 Plan Year. The number of Shadow Units credited to each participant's account was determined by the amount of the Unit portion of each such participant's MIP award, less certain taxes, divided by the Average Price of a Unit, as defined in the Plan. 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 as defined in the Plan. 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. On December 31, 1997, Messrs. Holley, Grenier, Kraft and Ms. Irvine held Shadow Units awarded under the MIP that vest as set forth below. Messrs. Holley, Grenier, Kraft and Ms. Irvine held 10,386, 8,309, 5,539 and 4,155 Shadow Units, respectively, that vested on December 31, 1997. Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine held 8,548, 6,838, 4,063, 2,849 and 3,441 Shadow Units, respectively, that will vest on December 31, 1998 or earlier under certain circumstances, as described in the preceding paragraph. In addition, Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine held 7,603, 6,075, 3,958, 2,761 and 3,369 Shadow Units, respectively, that will vest on December 31, 1999 or earlier under certain circumstances, as described in the preceding paragraph. The market value of the total Shadow Units awarded under the MIP held by Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine, based on the closing price on December 31, 1997, was $802,752, $641,979, $410,218, $169,722 and $331,676, respectively. (d) All Other Compensation includes matching thrift contributions in the Plum Creek Thrift and Profit Sharing Plan for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaling $9,500 each and includes matching thrift contributions in the Plum Creek Supplemental Benefits Plan for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaling $41,740, $31,140, $16,988, $4,900 and $7,990, respectively. 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 $22,290 $29,720 $37,150 $44,580 $300,000 $70,290 $93,720 $117,150 $140,580 $500,000 $118,290 $157,720 $197,150 $236,580 $700,000 $166,290 $221,720 $277,150 $332,580 $900,000 $214,290 $285,720 $357,150 $428,580 $1,100,000 $262,290 $349,720 $437,150 $524,580 $1,300,000 $310,290 $413,720 $517,150 $620,580 $1,500,000 $358,290 $477,720 $597,150 $716,580 Benefit accruals under the Pension Plan are based on the gross amount of salary and incentive bonuses, including bonuses awarded in Units under the MIP plan included in the Restricted Stock Column of the Summary Compensation Table, 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 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, Grenier, Kraft, Brown and Ms. Irvine would be 30, 27, 30, 26 and 30, respectively. Years of service under the Pension Plan as of December 31, 1997 for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine were 15, 11, 14, 7 and 4, respectively. DIRECTOR COMPENSATION Directors of Corp. I, who are not employees of the company, 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 and Compliance 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. Dr. Dennison received only $14,500 in directors fees in 1997. Certain incidental expenses are paid on behalf of the Chairman of the Board, Mr. Leland, including lease payments on a company car, which totaled $24,051 for 1997. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 1997, 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. 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 February 28, 1998. 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 February 28, 1998. Amount and Nature Name of Individual of Beneficial Ownership Percent of or Identity of Group of Depositary Units Class - ---------------------- ----------------------- ---------- Directors Ian B. Davidson 23,620 0.05% George M. Dennison 1,636(a) 0.00% Charles P. Grenier 209,802(d) 0.45% Rick R. Holley 275,921(d) 0.60% David D. Leland 102,625 0.22% William E. Oberndorf 784,555(b) 1.69% William J. Patterson 732(c) 0.00% John H. Scully 789,476(b) 1.70% Executive Officers William R. Brown 44,142(d) 0.10% Diane M. Irvine 63,465(d) 0.14% James A. Kraft 112,410(d) 0.24% 14 Executive Officers & Directors as a Group 1,012,528 2.19% ========= ===== (a) Includes 560 Units deferred under the Deferred Compensation Plan for Directors. Mr. Dennison disclaims beneficial ownership of the Units deferred. (b) Includes 783,854 Units owned by an Employee Benefits Trust of the General Partner as to which Messrs. Oberndorf and Scully have shared voting and dispositive power. Messrs. Oberndorf and Scully share control of and have an indirect pecuniary interest in the General Partner's 2% interest in the Registrant. Messrs. Oberndorf and Scully disclaim that the General Partner's 2% interest in the Partnership constitutes a security. (c) 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. (d) Includes non-vested Shadow Units credited to participants' accounts under the terms of the Long-Term Incentive Plan (LTIP) and 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 participants' accounts for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaled 216,870, 154,907, 92,944, 31,583, and 49,349, respectively. Non-vested Shadow Units under the terms of the MIP credited to the participants' accounts for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaled 23,064, 18,348, 11,578, 8,230 and 9,986, respectively. Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine disclaim beneficial ownership of the non-vested Shadow Units under both the LTIP and the MIP. 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 1997, the Registrant paid the General Partner for its purchase of 280,482 Units at a total cost of $9.2 million. 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: March 20, 1998 By: /s/ DIANE M. IRVINE ----------------------- Diane M. Irvine, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----