-----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, DNt0+zGm0BB8VRkknrTCB/QufOi6wyyue6YhYwXPZLHw3dbZUB7sKOl3IRLtTjiJ lX9Gc2Y/TrPwgkSNax3RHw== /in/edgar/work/20000727/0000950131-00-004500/0000950131-00-004500.txt : 20000921 0000950131-00-004500.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950131-00-004500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000727 GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: PC ADVISORY CORP. I GROUP MEMBERS: PC ADVISORY PARTNTERS I LP GROUP MEMBERS: PCMC INTERMEDIATE HOLDINGS, L.P. GROUP MEMBERS: WILLIAM E. OBERNDORF GROUP MEMBERS: WILLIAM J. PATTERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO INC CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 911912863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41653 FILM NUMBER: 679982 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: STE 2300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 BUSINESS PHONE: 2064673600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 2300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 FORMER COMPANY: FORMER CONFORMED NAME: PLUM CREEK TIMBER CO L P DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PC ADVISORY PARTNTERS I LP CENTRAL INDEX KEY: 0001090220 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 #RD AVENUE STREET 2: SUITE 2300 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 Amendment No 1 Plum Creek Timber Company, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 729251108 - ------------------------------------------------------------------------------ (CUSIP Number) John H. Scully 591 Redwood Highway, Suite 3215 Mill Valley, California 94941 (415) 383-6600 with a copy to: Phillip Gordon Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 2000 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] Check the following box if a fee is being paid with the statement. [_] *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 disclosures provided in a prior cover page. **The total number of shares of stock reported as beneficially owned by the Reporting Persons herein is 16,513,796 shares of common stock which constitutes approximately 24.1% of the total number of shares of common stock outstanding and 634,566 shares of special voting stock which constitutes 100% of the total number of shares of special voting stock outstanding. All ownership percentages set forth herein assume that there are 68,572,009 shares of common stock outstanding and 634,566 shares of special voting stock outstanding. The information required on 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: 729251108 13D Page 2 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: PCMC Intermediate Holdings, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 16,333,722 common stock (1); and 628,220 special voting stock (1) Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially -0- Owned By ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 16,333,722 common stock (1); and 628,220 special voting stock (1) Person ----------------------------------------------------------- 10. Shared Dispositive Power: With -0- - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,333,722 common stock (1) and 628,220 special voting stock (1) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 23.8% common stock; 99% special voting stock - ------------------------------------------------------------------------------ 14. Type of Reporting Person: PN - ------------------------------------------------------------------------------ (1) Power is exercised through its sole general partner, PC Advisory Partners I, L.P. Cusip No: 729251108 13D Page 3 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: PC Advisory Partners I, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 16,498,709 common stock (1)(2); and 634,566 special voting stock (1)(2) Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially -0- Owned By ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 16,498,709 common stock (1)(2); and 634,566 special voting stock (1)(2) Person ----------------------------------------------------------- 10. Shared Dispositive Power: With -0- - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,498,709 common stock (1)(2) and 634,566 special voting stock (1)(2) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 24.1% common stock; 100% special voting stock - ------------------------------------------------------------------------------ 14. Type of Reporting Person: PN - ------------------------------------------------------------------------------ (1) Solely in its capacity as the sole general partner of PCMC Intermediate Holdings, L.P. with respect to 16,333,722 shares of common stock and 628,220 shares of special voting stock. PC Advisory Partners I, L.P. directly holds 164,987 shares of common stock and 6,346 shares of special voting stock. (2) Power is exercised through its sole general partner, PC Advisory Corp. I. Cusip No: 729251108 13D Page 4 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: PC Advisory Corp. I - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 16,498,709 common stock (1); and 634,566 special voting stock (1) Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially -0- Owned By ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 16,498,709 common stock (1); and 634,566 special voting stock (1) Person ----------------------------------------------------------- 10. Shared Dispositive Power: With -0- - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,498,709 common stock (1) and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 24.1% common stock; 100% special voting stock - ------------------------------------------------------------------------------ 14. Type of Reporting Person: PN - ------------------------------------------------------------------------------ (1) Solely in its capacity as the general partner of PC Advisory Partners I, L.P. Cusip No: 729251108 13D Page 5 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: John H. Scully - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: USA - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 8,126 common stock (2) Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially 16,498,709 common stock (1); and Owned By 634,566 special voting stock (1) ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 8,126 common stock (2) Person ----------------------------------------------------------- 10. Shared Dispositive Power: With 16,498,709 common stock (1); and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,506,835 common stock (1)(2) and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 24.1% common stock; 100% special voting stock - ------------------------------------------------------------------------------ 14. Type of Reporting Person: IN - ------------------------------------------------------------------------------ (1) Solely in his capacity as one of three controlling persons of PC Advisory Corp. I with respect to 16,498,709 shares of common stock and 634,566 shares of special voting stock. (2) 5,000 shares of common stock is held in a self administered D.L.&W., Inc., Basic Profit Sharing Retirement Plan. Cusip No: 729251108 13D Page 6 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: William E. Oberndorf - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: USA - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 3,606 common stock Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially 16,498,709 common stock (1); and Owned By 634,566 special voting stock (1) ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 3,606 common stock Person ----------------------------------------------------------- 10. Shared Dispositive Power: With 16,498,709 common stock (1); and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,502,315 common stock (1) and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 24.1% common stock; 100% special voting stock - ------------------------------------------------------------------------------ 14. Type Box of Reporting Person: IN - ------------------------------------------------------------------------------ (1) Solely in his capacity as one of three controlling persons of SF Advisory Corp. II. with respect to 16,498,709 shares of common stock and 634,566 shares of special voting stock. Cusip No: 729251108 13D Page 7 of 14 Pages - ------------------------------------------------------------------------------ 1. Name of Reporting Person: William J. Patterson - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds: Not Applicable - ------------------------------------------------------------------------------ 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization: USA - ------------------------------------------------------------------------------ 7. Sole Voting Power: Number of 3,355 common stock Shares ----------------------------------------------------------- 8. Shared Voting Power: Beneficially 16,498,709 common stock (1); and Owned By 634,566 special voting stock (1) ----------------------------------------------------------- Each 9. Sole Dispositive Power: Reporting 3,355 common stock Person ----------------------------------------------------------- 10. Shared Dispositive Power: With 16,498,709 common stock (1); and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 16,502,064 common stock (1) and 634,566 special voting stock (1) - ------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11): 24.1% common stock; 100% special voting stock - ------------------------------------------------------------------------------ 14. Type of Reporting Person: IN - ------------------------------------------------------------------------------ (1) Solely in his capacity as one of three controlling persons of PC Advisory Corp. I. with respect to 16,498,709 shares of common stock and 634,566 shares of special voting stock. Cusip No: 729251108 13D Page 8 of 14 Pages Item 1. Security and Issuer. ------------------- This statement constitutes Amendment No. 1 to the Statement on Schedule 13D (the "Original Schedule 13D") filed with the Securities Exchange Commission ("SEC") on July 13, 1999 and relates to the shares of common stock, par value $.01 per share (the "Common Stock") and the shares of special voting common stock, par value $.01 per share (the "Special Voting Stock", and, together with the Common Stock, the "Shares") of Plum Creek Timber Company, Inc., a Delaware corporation (the "Issuer"). Unless otherwise stated herein, the Original Schedule 13D, as previously amended, remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D. Item 4. Purpose of Transaction. ---------------------- Item 4 is amended and restated as follows: The Reporting Persons acquired the Shares reported herein for investment purposes and to influence the direction and management of the Issuer. The shares of Special Voting Stock carry the right to vote separately on certain matters required to be submitted for stockholder approval, including amendments to the Issuer's certificate of incorporation (the "Amended Certificate of Incorporation"), certain issuances of shares of common stock and certain other significant transactions. The Special Voting Stock otherwise carries the same voting and economic rights as shares of Common Stock and pursuant to the Agreement and Plan of Conversion (the "Agreement and Plan of Conversion") will be converted into shares of Common Stock upon certain events. The foregoing description of the rights and preferences of the Special Voting Stock is qualified in its entirety by reference to the texts of the Amended Certificate of Incorporation and the Agreement and Plan of Conversion, which were filed as Exhibits 1 and 2 to the Original Schedule 13D, respectively, and incorporated herein by reference. PC Advisory Partners and Holdings have agreed, pursuant to a Voting Agreement and Consent dated as of July 18, 2000 by and among the Issuer, Georgia-Pacific Corporation, a Georgia corporation ("Georgia Pacific"), PC Advisory Partners and Holdings (the "Voting Agreement"), subject to the terms and conditions contained therein, (i) to vote the Shares to approve an Agreement and Plan of Merger (the "Merger Agreement") dated as of July 18, 2000, by and among the Issuer, Georgia-Pacific and North American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a wholly owned subsidiary of Georgia-Pacific, (ii) to vote the Shares to approve the merger contemplated by the Merger Agreement (the "Merger"), (iii) to vote the Shares to approve the other transactions contemplated thereby, and (iv) to grant proxies to certain officers of Georgia-Pacific to vote the Shares in such a manner. Pursuant to the Voting Agreement, each of PC Advisory Partners and Holdings has agreed to convert each share of Special Voting Stock it owns immediately prior to the Merger into one share of Common Stock. The descriptions of the Voting Agreement contained in this Amended Schedule 13D is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 4 hereto, and is incorporated herein by reference. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. Interest in Securities of the Issuer. ------------------------------------ Cusip No: 729251108 13D Page 9 of 14 Pages Item 5 is amended and restated as follows: (a) Percentage interest calculations for each Reporting Person are based upon the Issuer having 68,572,009 total outstanding shares of common stock and 634,566 shares of special voting stock, as indicated by the Issuer in its 10Q filed with the SEC on May 4, 2000. Holdings -------- The aggregate number of Shares that Holdings owns directly is 16,333,722 shares of common stock and 628,220 shares of special voting stock which constitutes approximately 23.8% of the shares of common stock outstanding and 99% of the shares of special voting stock of the outstanding Shares. PC Advisory Partners -------------------- Individually, and because of its position as the sole general partner of Holdings, PC Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of common stock outstanding and 100% of special voting stock outstanding. PC Advisory Corp ---------------- Because of its position as the general partner of PC Advisory Partners, PC Advisory Corp may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. JHS --- Individually and because of his position as a control person of PC Advisory Corp, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,506,835 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. WEO --- Individually, and because of his position as a control person of PC Advisory Corp I, WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,502,315 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. WJP --- Individually and because of his position as a control person of PC Advisory Corp, WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,502,064 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares. Cusip No: 729251108 13D Page 10 of 14 Pages (b) Holdings -------- The aggregate number of shares that Holdings owns directly is 16,333,722 shares of common stock and 628,220 shares of special voting stock which constitutes approximately 23.8% of the shares of common stock outstanding and 99% of the shares of special voting stock outstanding. PC Advisory Partners -------------------- Individually, and because of its position as the sole general partner of Holdings, PC Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. PC Advisory Corp ---------------- Because of its positions as the general partner of PC Advisory Partners, PC Advisory Corp may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. JHS --- Individually JHS directly holds 8,126 shares of common stock and because of his positions as a control person of PC Advisory Corp, JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which, in the aggregate, constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. WEO --- Individually WEO directly holds 3,606 shares of common stock and because of his position as a control person of PC Advisory Corp I, WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which, in the aggregate, constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. WJP --- Individually WJP directly holds 3,355 shares of common stock and because of his position as a control person of PC Advisory Corp, WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 16,498,709 shares of common stock and 634,566 shares of special voting stock, which, in the aggregate, constitutes approximately 24.1% of the common stock outstanding and 100% of the special voting stock outstanding. (c) During the past sixty (60) days, the Reporting Persons have not transacted in the securities of the Issuer other than pursuant to the Conversion. Cusip No: 729251108 13D Page 11 of 14 Pages Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares during the past sixty (60) days. (d) Each of the Reporting Persons affirms that except as otherwise described herein, no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the shares owned by such Reporting Person. (e) It is inapplicable for the purposes herein to state the date on which the Reporting Persons ceased to be the owners of more than five percent (5%) of the outstanding shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. - --------------------------- Item 6 is amended and restated as follows: Pursuant to the Voting Agreement, each of PC Advisory Partners and Holdings (i) agree to convert each share of Special Voting Stock it holds into one share of Common Stock immediately prior to the Merger, (ii) permanently and irrevocable waive, simultaneously with the consummation of the Merger, any and all rights to designate more than three nominees to the board of directors of the Issuer and (iii) acknowledge that the waiver of rights referred to in clause (ii) will permanently and irrevocably extinguish any of its rights to designate a majority of the board of directors of the Issuer. Except as set forth herein and in Exhibits filed herewith or with the Original Schedule 13D, there are no other contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D of the Act with respect to the Shares owned by the Reporting Persons. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit Document Description ------- -------------------- A Agreement Pursuant to Rule 13d-1(b)(1)(iii) 4 Voting Agreement and Consent dated July 18, 2000 Cusip No: 729251108 13D Page 12 of 14 Pages 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. DATED: July 27, 2000 /s/ Phillip Gordon ------------------------------ Phillip Gordon Attorney-in-Fact for: PLUM CREEK MANAGEMENT COMPANY, L.P. (1) PCMC INTERMEDIATE HOLDINGS, L.P. (2) PC ADVISORY PARTNERS, L.P. (3) PC ADVISORY CORP. (4) JOHN H. SCULLY (5) WILLIAM E. OBERNDORF (6) WILLIAM J. PATTERSON (7) (1) A Power of Attorney authorizing Phillip Gordon to act on behalf of Plum Creek Management Company, L.P. previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Phillip Gordon to act on behalf of PCMC Intermediate Holdings, L.P. previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing Phillip Gordon to act on behalf of PC Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Phillip Gordon to act on behalf of PC Advisory Corp. previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing Phillip Gordon to act on behalf of John H. Scully previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing Phillip Gordon to act on behalf of William E. Oberndorf previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing Phillip Gordon to act on behalf of William J. Patterson previously has been filed with the Securities and Exchange Commission. Cusip No: 729251108 13D Page 13 of 14 Pages EXHIBIT INDEX Page Exhibit Document Description Number - ------- -------------------- ------ A Agreement Pursuant to Rule 13d-1(f)(1)(iii) 4 Voting Agreement Cusip No: 729251108 13D Page 14 of 14 Pages Exhibit A Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. DATED: July 27, 2000 /s/ Phillip Gordon ------------------------------ Phillip Gordon Attorney-in-Fact for: PLUM CREEK MANAGEMENT COMPANY, L.P. (1) PCMC INTERMEDIATE HOLDINGS, L.P. (2) PC ADVISORY PARTNERS, L.P. (3) PC ADVISORY CORP. I (4) JOHN H. SCULLY (5) WILLIAM E. OBERNDORF (6) WILLIAM J. PATTERSON (7) (1) A Power of Attorney authorizing Phillip Gordon to act on behalf of Plum Creek Management Company, L.P. previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Phillip Gordon to act on behalf of PCMC Intermediate Holdings, L.P. previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing Phillip Gordon to act on behalf of PC Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Phillip Gordon to act on behalf of PC Advisory Corp. I previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing Phillip Gordon to act on behalf of John H. Scully previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing Phillip Gordon to act on behalf of William E. Oberndorf previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing Phillip Gordon to act on behalf of William J. Patterson previously has been filed with the Securities and Exchange Commission. EX-4 2 0002.txt VOTING AGREEMENT EXHIBIT 9.1 VOTING AGREEMENT AND CONSENT VOTING AGREEMENT AND CONSENT (this "Agreement"), dated as of July 18, 2000, by and among Plum Creek Timber Company, Inc., a corporation organized under the laws of the state of Delaware (the "Company"), Georgia-Pacific Corporation, a corporation organized under the laws of the state of Georgia ("Georgia-Pacific"), and each other person set forth on the signature pages hereof (each individually a "Securityholder", and collectively, the "Securityholders"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below). WHEREAS, concurrently with the execution and delivery of this Agreement, an Agreement and Plan of Merger attached as Exhibit A hereto (the "Merger Agreement") is being entered into by and among the Company, Georgia-Pacific and the direct or indirect wholly owned subsidiaries of Georgia-Pacific party thereto (collectively, the "Spincos"), pursuant to which each of the Spincos will be merged with and into the Company, with the Company being the surviving corporation in the merger (the "Merger"); WHEREAS, immediately prior to the Merger, Georgia-Pacific will redeem all of the outstanding shares of the Triton Common Stock (as defined in the Merger Agreement) in exchange for all of the outstanding shares of each Spinco by delivery of one unit consisting of one share of common stock of each Spinco for each share of Triton Common Stock outstanding; WHEREAS, as a condition to, and in consideration for the Company's and Georgia-Pacific's willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the Company and Georgia-Pacific have required that the Securityholders enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing, the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. For purposes of this Agreement: (a) "Acquisition Proposal" shall mean any proposal or offer to acquire all or a substantial part of the business or properties of the Company or capital stock of the Company or any proposal or offer that, if consummated, would cause the transactions contemplated by the Merger Agreement to fail to qualify as a series of tax-free transactions, whether by merger, tender offer, exchange offer, sale of assets or similar transactions involving the Company, or any subsidiary, division or operating or principal business unit of the Company. (b) "Affiliate" shall mean any person directly or indirectly controlling, controlled by, or under common control with, such person; provided that, for the purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or partnership interests, by contract or otherwise. (c) "Beneficially Own" or "Beneficial ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person shall include securities Beneficially Owned by all other persons with whom such person would constitute a "group" within the meaning of Section13(d)(3) of the Exchange Act. (d) "Changed Board Recommendation" shall mean a majority of the board of directors of the Company excluding John H. Scully, William J. Patterson and William E. Oberndorf or any successors designated by the Securityholders recommend that the stockholders of the Company vote against the Merger. (e) "Common Stock" shall mean the common stock, par value $.01 per share, of the Company. (f) "Securities" shall mean the Common Stock and the Special Voting Stock, collectively. In the event of any dividend or distribution consisting of either the Common Stock or Special Voting Stock, or any change in the capital structure of the Company by reason of any non-cash dividend, split-up, recapitalization, combination, exchange of securities or the like, the term "Securities" shall refer to and include the Common Stock and the Special Voting Stock as well as all such dividends and distributions of securities and any securities into which or for which any or all of the Common Stock and/or Special Voting Stock may be changed or exchanged. (g) "Special Voting Stock" shall mean the special voting common stock, par value $.01 per share, of the Company. 2. Consent. (a) Each Securityholder hereby irrevocably elects, pursuant to Section C.6(a) of Article Fourth of the Certificate of Incorporation of the Company, to convert each share of Special Voting Stock into one share of Common Stock immediately prior to the Merger. Each Securityholder understands and acknowledges that such conversion of Special Voting Stock into Common Stock will permanently and irrevocably extinguish any separate class voting rights of such Securityholders to approve Extraordinary Transactions (as defined in the Certificate of Incorporation of the Company) pursuant to Section C.3(c) of Article Fourth of the Certificate of Incorporation of the Company. Each Securityholder understands and acknowledges that following the irrevocable election in this Section 2(a), such Securityholder will have only those rights of a holder of Common Stock (other than with respect to (i) rights under the Registration Rights Agreement among the Securityholders and the Company (the "Registration Rights Agreement") and (ii) rights under Section 2(b) below). (b) Each Securityholder hereby permanently and irrevocably waives, simultaneously with the consummation of the Merger, any and all rights to designate more than three nominees to the board of directors of the Company under Section 3.5 "Control Rights" of the Amended and Restated Agreement and Plan of Conversion, dated as of July 17, 1998, by and among the Company, Plum Creek Timber Company, L.P. and Plum Creek Management Company, L.P. (the "Conversion Agreement"). Each Securityholder understands and acknowledges that such waiver of rights under Section 3.5 of the Conversion Agreement will permanently and irrevocably extinguish any rights of the Securityholders to designate a majority of the board of directors of the Company under either the Conversion Agreement or Section C of Article Fifth of the Certificate of Incorporation of the Company (unless three directors would constitute a majority of the board of directors). (c) Each Securityholder hereby affirms that such irrevocable elections shall survive such Securityholder's death, incapacity or incompetence or the transfer of any Security. 3. Voting Agreement. Prior to any Changed Board Recommendation, each Securityholder shall, at any meeting of the stockholders of the Company, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, or in connection with any written consent of the stockholders of the Company, vote (or join the written consent) all Securities directly or indirectly Beneficially Owned by such Securityholder (i) to approve the Merger Agreement, the Merger and the transactions contemplated thereby, including, without limitation, the amendments to the Company's Certificate of Incorporation as contemplated by the Merger Agreement and the taking of any actions necessary or appropriate in furtherance thereof, (ii) against any Acquisition Proposal, unless they shall have received the prior written consent of the Company and Georgia-Pacific and (iii) to approve any proposed amendments to the Company's Certificate of Incorporation to eliminate the Company's staggered board of directors. 4. No Inconsistent Arrangements. Each Securityholder hereby covenants and agrees that it shall not (i) transfer (which term shall include without limitation, any sale, gift, pledge, lien, mortgage, hypothecation or other disposition), or consent to any transfer of, any or all of such Securityholder's Securities, or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Securities or any interest therein, (iii) grant any other proxy, power-of- attorney or other authorization in or with respect to such Securities, (iv) deposit such Securities into a voting trust or enter into a voting agreement or arrangement the with respect to such Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Securityholders' obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding this Section 4, each Securityholder may sell Securities (A) pursuant to an effective registration statement, Rule 144 or Rule 145 under the Securities Act of 1933, as amended or (B) in any other transaction subject to the terms of this Voting Agreement and Consent. 5. Grant of Proxy; Appointment of Proxies. (a) Each Securityholder hereby grants to, and appoints, James F. Kelley and Ken Khoury, or either of them, in their respective capacities as officers of Georgia-Pacific, and any individual who shall hereafter succeed to any such office of Georgia-Pacific, and each of them individually, such Securityholder's proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of such Securityholder, to vote or give written consent with respect to all of such Securityholder's Securities (i) in favor of the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, including, without limitation, the Amendments to the Company's Certificate of Incorporation as contemplated by the Merger Agreement and the taking of any actions necessary or appropriate in furtherance thereof, and (ii) against any Acquisition Proposal. The proxy granted hereby is revocable (A) by each Securityholder in the event of a Changed Board Recommendation and (B) with respect to those Securities sold pursuant to an effective registration statement, Rule 144 or Rule 145 under the Securities Act of 1933, as amended. (b) Each Securityholder represents that any proxies heretofore given in respect of such Securityholder's Securities are not irrevocable, and that all such proxies are hereby revoked. (c) Each Securityholder understands and acknowledges that each of the Company and Georgia-Pacific is entering into the Merger Agreement in reliance upon such Securityholder's execution and delivery of this Agreement. Each Securityholder hereby affirms that the proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of such Securityholder under this Agreement. Each Securityholder hereby affirms that such proxy shall survive such Securityholder's death, incapacity or incompetence or the transfer of any Security other than those Securities sold pursuant to an effective registration statement, Rule 144 or Rule 145 under the Securities Act of 1933, as amended. Each Securityholder hereby ratifies and confirms all that each such proxy may lawfully do or cause to be done by virtue hereof. 6. No Solicitation. Each Securityholder hereby agrees, in such Securityholder's capacity as a stockholder of the Company, that neither such Securityholder nor any of such Securityholder's Affiliates, subsidiaries, successors or assigns of all or substantially all of the business of such Securityholder shall (and such Securityholder shall use such Securityholder's commercially reasonable efforts to instruct its officers, directors and employees, if any, and its representatives and agents not to, and to not permit any of them to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any person (other than Georgia-Pacific, any of its affiliates or representatives) concerning any Acquisition Proposal. 7. Representations and Warranties of the Securityholders. Each Securityholder, severally and not jointly, hereby represents and warrants to the Company as follows: (a) On the date hereof, such Securityholder is the record and Beneficial Owner of the number of Securities as set forth opposite such Securityholder's name on Schedule I of this Agreement. On the date hereof, the Securities constitute all of the Securities held of record or Beneficially Owned by such Securityholder. Each Securityholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, sole power of conversion, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Securities with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Such Securityholder has the legal capacity, requisite limited partnership power and authority to enter into and perform all of such Securityholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Securityholder will not violate any other agreement to which such Securityholder is a party including, without limitation, the Conversion Agreement, any voting agreement, proxy arrangement, pledge agreement, security agreement, partnership agreement, shareholders' agreement, transfer restriction agreement, sale agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Securityholder and constitutes a valid and binding agreement of such Securityholder, enforceable against such Securityholder in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Securityholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Securityholder of the transactions contemplated hereby. 8. Stop Transfer. Each Securityholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of its Securities, unless such transfer is made in compliance with this Agreement. Each Securityholder understands and acknowledges that the Company's transfer agent will be instructed not to transfer such shares, unless such transfer is made in accordance with this Agreement. 9. Termination. The covenants, agreements and proxy shall terminate upon the earlier to occur of (i) a Changed Board Recommendation, (ii) the termination of the Merger Agreement in accordance with Article VIII thereof or (iii) the consummation of the transactions contemplated by the Merger Agreement. 10. Miscellaneous. (a) Specific Performance. Each Securityholder recognizes and agrees that if for any reason any of the provisions of this Agreement are not performed by such Securityholder in accordance with its specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused to the Company for which money damages would not be an adequate remedy. Accordingly, each Securityholder agrees that, in addition to any other available remedies, the Company and Georgia-Pacific shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Agreement without the necessity of the Company or Georgia-Pacific, as the case may be, posting a bond or other form of security. In the event that any action should be brought in equity to enforce the provisions of this Agreement, such Securityholder will not allege, and hereby waives the defense, that there is an adequate remedy at law. (b) Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. (c) Attorneys' Fees. If any action at law or equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and expenses from the other party, which fees and expenses shall be in addition to any other relief which may be awarded. (d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. (e) Entire Agreement. This Agreement together with the Registration Rights Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. (f) Consent to Jurisdiction, Etc. Each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the District of Delaware or in any Delaware state court (in law or equity) having subject matter jurisdiction over such matters, and each of the parties hereto consents and agrees to personal jurisdiction and waives any objection as to the venue of such courts for purposes of such action. (g) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt by delivery in person, by facsimile (which is confirmed), or by registered or certified mail (postage prepaid, return receipt requested): If to a Securityholder, to the address set forth below its name on Schedule I of this Agreement: If to the Company, to: Plum Creek Timber Company, Inc. 999 Third Avenue Seattle, Washington 98104 Attention: Vice President and General Counsel Facsimile: (206) 467-3799 with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 Attention: Joseph J. Giunta Gregg A. Noel Facsimile: (213) 687-5600 If to Georgia-Pacific, to: Georgia-Pacific Corporation 133 Peachtree Street, N.E. Atlanta, Georgia 30303 Attention: Vice President and Deputy General Counsel Facsimile: (404) 230-1611 with a copy (which shall not constitute notice) to: Simpson, Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attention: Mario A. Ponce Facsimile: (212) 455-2500 and to King & Spalding 191 Peachtree Street Atlanta, Georgia 30303 Attention: William R. Spalding Facsimile: (404) 572-5100 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. (h) Descriptive Headings; Interpretation. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this agreement. (i) Assignment; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective heirs, legal representatives, estates, executors, successors and permitted assigns of the parties and such persons. Nothing in this Agreement is intended or shall be construed to confer upon any entity or person other than the parties hereto and their respective heirs, legal representatives, estates, executors, successors and permitted assigns any right, remedy or claim under or by reason of their Agreement or any part hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Securityholder without the prior written consent of the Company or by the Company without the prior written consent of each Securityholder party hereto. (j) Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of the party hereto against whom such amendment, modification or waiver is sought to be entered. (k) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. [signature pages follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. PLUM CREEK TIMBER COMPANY, INC. By: /s/ Rick R. Holley --------------------------- Name: Rick R. Holley Title: President and Chief Executive Officer GEORGIA-PACIFIC CORPORATION By: /s/ A.D. Correll ---------------------------- Name: A.D. Correll Title: Chairman, Chief Executive Officer and President PC ADVISORY PARTNERS I, L.P. By: PC Advisory Corp. I Its general partner By: /s/ John H. Scully --------------------------- Name: John H. Scully Title: President PC INTERMEDIATE HOLDINGS, L.P. By: PC Advisory Partners I, L.P. Its general partner By: PC Advisory Corp. I Its general partner By: /s/ John H. Scully ---------------------------- Name: John H. Scully Title: President 11 Schedule I ----------
Number of Number of Shares of Shares of Special Common Voting Securityholder Stock Stock -------------- ----- ----- PC Advisory Partners I, L.P. 164,987 6,346 c/o SPO Partners & Co. 591 Redwood Highway Suite 3215 Mill Valley, California 94941 PC Intermediate Holdings, L.P. 16,333,722 628,220 c/o SPO Partners & Co. 591 Redwood Highway Suite 3215 Mill Valley, California 94941
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