0000812295-12-000057.txt : 20120214 0000812295-12-000057.hdr.sgml : 20120214 20120214155851 ACCESSION NUMBER: 0000812295-12-000057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POTLATCH CORP CENTRAL INDEX KEY: 0001338749 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 820156045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81481 FILM NUMBER: 12609404 BUSINESS ADDRESS: STREET 1: 601 WEST FIRST AVENUE STREET 2: SUITE 1600 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: (509) 835-1500 MAIL ADDRESS: STREET 1: 601 WEST FIRST AVENUE STREET 2: SUITE 1600 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: Potlatch Holdings, Inc. DATE OF NAME CHANGE: 20050914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000812295 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 753019302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 151 DETROIT ST. CITY: DENVER STATE: CO ZIP: 80206-4805 BUSINESS PHONE: 3033333863 MAIL ADDRESS: STREET 1: 151 DETROIT ST. CITY: DENVER STATE: CO ZIP: 80206-4805 FORMER COMPANY: FORMER CONFORMED NAME: JANUS CAPITAL GROUP INC DATE OF NAME CHANGE: 20030103 FORMER COMPANY: FORMER CONFORMED NAME: JANUS CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020424 FORMER COMPANY: FORMER CONFORMED NAME: JANUS CAPITAL CORP DATE OF NAME CHANGE: 19931213 SC 13G/A 1 pch2102011.txt 13G/A ANNUAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: Potlatch Corporation Title of Class of Securities: Common Stock CUSIP Number: 737630103 Date of Event Which Requires Filing of this Statement: 12/31/2011 Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 737630103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Capital Management LLC EIN #75-3019302 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 3,922,955** 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 3,922,955** 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,922,955** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8%** 12. TYPE OF REPORTING PERSON IA, HC ** See Item 4 of this filing CUSIP No.: 737630103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Perkins Mid Cap Value Fund 84-1458637 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,050,300** 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 2,050,300** 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,050,300** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%** 12. TYPE OF REPORTING PERSON IV ** See Item 4 of this filing Item 1. (a). Name of Issuer: Potlatch Corporation ("Potlach") (b). Address of Issuer's Principal Executive Offices: 601 West 1st Ave., Suite 1600 Spokane, Washington 99201 Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of Persons Filing: (1) Janus Capital Management LLC ("Janus Capital") 151 Detroit Street Denver, Colorado 80206 Citizenship: Delaware (2) Perkins Mid Cap Value Fund 151 Detroit Street Denver, Colorado 80206 Citizenship: Massachusetts (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 737630103 Item 3. This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the person filing, Janus Capital, is an investment adviser in accordance with Section 240.13d-1(b)(ii)(E) as well as a parent holding company/control person in accordance with Section 240.13d-1(b)(ii)(G). See Item 4 for additional information. Perkins Mid Cap Value Fund is an Investment Company registered under Section 8 of the Investment Company Act of 1940. Item 4. Ownership The information in items 1 and 5 through 11 on the cover page(s) on Schedule 13G is hereby incorporated by reference. Janus Capital has a direct 94.5% ownership stake in INTECH Investment Management ("INTECH") and a direct 77.8% ownership stake in Perkins Investment Management LLC ("Perkins"). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of this filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as "Managed Portfolios"). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 3,922,955 shares or 9.8% of the shares outstanding of Potlach Common Stock held by such Managed Portfolios. However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. Perkins Mid Cap Value Fund is an investment company registered under the Investment Company Act of 1940 and is one of the Managed Portfolios to which Janus Capital provides investment advice. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person The Managed Portfolios, set forth in Item 4 above, have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. The interest of one person, Perkins Mid Cap Value Fund, an investment company registered under the Investment Company Act of 1940, in Potlach Common Stock amounted to 2,050,300 shares or 5.1% of the total outstanding Common Stock. These shares were acquired in the ordinary course of business, and not with the purpose of changing or influencing control of the Issuer. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Perkins is a direct subsidiary of Janus Capital (Janus Capital has a direct 77.8% ownership stake) and is a registered investment adviser furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JANUS CAPITAL MANAGEMENT LLC By /s/ David R. Kowalski 02/14/2012 David R. Kowalski, Date Senior Vice President & CCO PERKINS MID CAP VALUE FUND By /s/ David R. Kowalski 02/14/2012 David R. Kowalski, Date Senior Vice President & CCO PERKINS INVESTMENT MANAGEMENT LLC By /s/ David R. Kowalski 02/14/2012 David R. Kowalski, Date Vice President EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Potlatch Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the 14th day of February, 2012. JANUS CAPITAL MANAGEMENT LLC By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO PERKINS MID CAP VALUE FUND By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO