-----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, FbMCjtQUrNapVnE/N05NGm8ef8LE6UCCfc0hrrfSv17hQMhHMzv3iVc7eU065DTu ktupXbQuMTiyVcBNFoSlmA== 0000891020-96-000261.txt : 19960322 0000891020-96-000261.hdr.sgml : 19960322 ACCESSION NUMBER: 0000891020-96-000261 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960321 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO L P CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: SAWMILLS, PLANNING MILLS, GENERAL [2421] IRS NUMBER: 911443693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10239 FILM NUMBER: 96537128 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-K/A 1 PLUM CREEK FORM 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT FILED 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. AMENDMENT NO. 1 999 Third Avenue, Seattle, Washington 98104-4096 Telephone: (206) 467-3600 Organized in the State of Delaware I.R.S. Employer Identification No. 91-1443693 The undersigned Registrant hereby amends the following items of its Annual Report for 1995 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 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 21, 1996 By: /s/ DIANE M. IRVINE ------------------------------------------ Diane M. Irvine, Vice President and Chief Financial Officer 2 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 1996 and until their successors are duly elected and qualified. There are no family relationships among them. Ian B. Davidson (Age 64) -- 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 60) -- 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 46) -- Mr. Grenier was elected a Director of Corp. I effective April 11, 1995. Mr. Grenier has been Executive Vice President of the General Partner since January 1, 1994. Mr. Grenier was Vice President, Rocky Mountain Region of the General Partner from December 1992 to December 1993 and was Vice President, Rocky Mountain Region of the former general partner of the Registrant, Plum Creek Management Company, from June 1989 to December 1992. Rick R. Holley (Age 44) -- Mr. Holley was elected a Director of Corp. I effective January 1, 1994. Mr. Holley has been President and Chief Executive Officer of the General Partner since January 1, 1994. Mr. Holley was Vice President and Chief Financial Officer of the General Partner from December 1992 to December 1993 and was Vice President and Chief Financial Officer of the former general partner of the Registrant, Plum Creek Management Company, from April 1989 to December 1992. David D. Leland (Age 60) -- 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 2 3 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. Mr. Leland was a Director and President and Chief Executive Officer of the former general partner of the Registrant, Plum Creek Management Company, from April 1989 to December 1992. William E. Oberndorf (Age 42) -- 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. From 1982 to 1991, Mr. Oberndorf was a general partner of San Francisco Partners II, L.P. Mr. Oberndorf serves as a Director for Bell & Howell Holdings Company, Inc. William J. Patterson (Age 34) -- 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. From 1989 to 1991, Mr. Patterson was an associate with San Francisco Partners II, L.P. John H. Scully (Age 51) -- 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. From 1969 to 1991, Mr. Scully was a general partner of San Francisco Partners II, L.P. Mr. Scully serves as a Director for Bell & Howell Holdings 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(d) - ---- --- ------ -------- Rick R. Holley (a) 44 President and Chief Executive Officer 1989 Charles P. Grenier (a) 46 Executive Vice President 1989 William R. Brown (b) 44 Vice President, Resource Management 1995 Diane M. Irvine (c) 37 Vice President and Chief Financial Officer 1994 James A. Kraft (a) 41 Vice President, Law 1989
(a) Served during the past five years in a managerial or executive capacity with the General Partner and the General Partner's predecessor, Plum Creek Management Company. 3 4 (b) Served since February 22, 1995 as Vice President, Resource Management of the General Partner. Mr. Brown 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 February 7, 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. (d) Includes periods of time as an executive officer with the General Partner and with the former general partner of Registrant, Plum Creek Management Company. Executive officers of the General Partner are appointed annually at the second quarterly meeting of the Board of Directors of Corp. I. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Ian B. Davidson, a Director of Corp. I, failed to report in a timely manner on a Form 4 for 1995 the acquisition by his wife on April 26, 1995 of 100 Depositary Units of the Registrant representing Limited Partner Interests ("Units"). The Units were reported on a Form 5 by Mr. Davidson on February 8, 1996. Other than the late reporting noted above, the Registrant is not aware of any reporting violations regarding Section 16(a). 4 5 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth a summary of compensation for the three fiscal years ended December 31, 1995 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) (C)(E) OTHER ANNUAL RESTRICTED ALL OTHER NAME & PRINCIPAL (B) COMPENSATION STOCK AWARDS COMPENSATION POSITION (A) YEAR SALARY ($) BONUS ($) ($) ($) ($) - --------------------------------------------------------------------------------------------------------------------------- Rick R. Holley 1995 $390,000 $195,000 $195,000 $ 47,535 President and 1994 $375,000 $187,500 $187,500 $111,755 Chief Executive Officer 1993 $149,733 $ 90,840 $ 10 $377,470 Charles P. Grenier 1995 $312,000 $156,000 $156,000 $ 28,701 Executive Vice President 1994 $300,000 $150,000 $150,000 $ 64,871 1993 $148,433 $ 90,060 $ 20 $366,131 James A. Kraft 1995 $206,000 $ 92,700 $ 92,700 $ 25,002 Vice President, Law 1994 $200,000 $100,000 $100,000 $ 49,711 1993 $123,633 $ 62,650 $ 37 $279,232 Diane M. Irvine 1995 $175,000 $ 78,500 $ 7,504 $ 78,500 $ 15,176 Vice President and 1994 $135,288 $ 75,000 $10,728 $ 75,000 $ 37,500 Chief Financial Officer William R. Brown 1995 $124,664 $ 65,000 $13,098 $ 65,000 $ 29,014 Vice President, Resource Management
5 6 (a) Principal position as of December 31, 1995. (b) Bonuses include cash amounts awarded under the Management Incentive Plan ("MIP"). Under the terms of the MIP, one half of any bonus awarded is paid in cash and the remaining half of any bonus awarded is converted into restricted 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 reimbursable by the Registrant. (c) All Other Compensation and Other Annual Compensation includes $21,876 and $13,098, respectively, for reimbursement to Mr. Brown of the purchase price of 1,000 Units and the related tax liability. Other Annual Compensation includes $7,504 for reimbursement to Ms. Irvine of the tax liability related to reimbursement for the purchase of Units in 1994. (d) 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 7,393, 5,915, 3,515, 2,464 and 2,976 Shadow Units, respectively, on January 30, 1996 for the 1995 Plan Year. The number of Shadow Units credited to each participant's account was determined by the amount of the Unit portion of bonuses awarded divided by the Average Price of a Unit, as defined in the Plan, for the date the cash portion was paid to the Participant. 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 on the distribution date. 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. As of December 31, 1995, Messrs. Holley, Grenier, Kraft and Ms. Irvine held 8,984, 7,187, 4,791 and 3,593 Restricted Units, respectively, that vest on December 31, 1997 or earlier under certain circumstances, as described in the preceding paragraph. The market value of such Restricted Units, based on the closing price on December 31, 1995, was $214,486, $171,588, $114,393 and $85,795, respectively. (e) 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 $6,750, 6 7 $6,750, $6,750, $4,779 and $6,750 and includes matching thrift contributions in the Plum Creek Supplemental Benefits Plan for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaling $40,785, $21,951, $18,252, $2,359 and $8,426, respectively. LONG-TERM INCENTIVE PLAN AWARDS IN 1995
Performance Period Name Number of UARs Until Maturation - ---- -------------- ------------------ William R. Brown 80,000 December 31, 1998
Effective October 1, 1993, the Board of Directors of Corp. I approved a long-term incentive plan ("LTIP"). The LTIP is administered by a committee of the Board of Directors ("Committee"). Pursuant to the determination of the Committee, Unit Appreciation Rights ("UARs") were granted to Mr. Brown effective February 22, 1995. The terms of the UARs granted to Mr. Brown provide for five Unit Value targets with the first Unit Value target set at 115% of a Base Unit Value of $26.45 and each subsequent Unit Value target at 115% of the previous target. Effective July 20, 1995, the Base Unit Value for the UARs granted to Mr. Brown and Ms. Irvine was amended to be $20.00. Consequently, the five Unit Value targets are $23.00, $26.45, $30.42, $34.98, and $40.23, respectively. A Unit Value target is attained when the Unit Value (defined as the sum of the current market price of a Unit and all cash distributions paid by the Registrant on or after January 1, 1994) equals or exceeds the Unit Value target for 75 calendar days during any 90 consecutive calendar day period. Upon attaining each Unit Value target prior to December 31, 1998, (the "Performance Period") a percentage of the UARs are triggered equal, respectively in turn, to 10%, 15%, 20%, 25%, and 30% of the UARs awarded to a participant. Upon attaining each Unit Value target prior to the end of the Performance Period, a participant's account will be credited with a number of Shadow Units determined by multiplying the number of UARs triggered by approximately 0.503. 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 market price of the Units on the distribution date. 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 7 8 earliest of the expiration of the Performance Period, a change in control or the participant's termination of employment either involuntarily without cause or voluntarily with good reason or as a result of permanent disability or the participant's death. If the participant's employment is terminated either involuntarily for cause or voluntarily without good reason prior to the occurrence of a realization event, the participant forfeits any Shadow Units credited to his or her account and any UARs granted to the participant under the LTIP. 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 $ 22,433 $ 29,910 $ 37,388 $ 44,865 $ 300,000 $ 70,433 $ 93,910 $117,388 $140,865 $ 500,000 $118,433 $157,910 $197,388 $236,865 $ 700,000 $166,433 $221,910 $277,388 $332,865 $ 900,000 $214,433 $285,910 $357,388 $428,865 $1,100,000 $262,433 $349,910 $437,388 $524,865 $1,300,000 $310,433 $413,910 $517,388 $620,865 $1,500,000 $358,433 $477,910 $597,388 $716,865
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 8 9 under the Pension Plan as of December 31, 1995 for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine were 13, 9, 12, 5 and 2, respectively. DIRECTOR COMPENSATION Directors of Corp. I 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. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 1995, 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. 9 10 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 29, 1996. 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 29, 1996.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF PERCENT NAME OF INDIVIDUAL OR IDENTITY OF GROUP DEPOSITARY UNITS OF CLASS - --------------------------------------- ----------------------- -------- Directors Ian B. Davidson 20,414 0.05% George M. Dennison 651 0.00% Charles P. Grenier 98,285(c) 0.24% Rick R. Holley 163,814(c)(d) 0.40% David D. Leland 125,625 0.31% William E. Oberndorf 478,265(a) 1.18% William J. Patterson 0(b) 0.00% John H. Scully 483,265(a) 1.19% Executive Officers William R. Brown 17,466(c)(e) 0.04% Diane M. Irvine 23,819(c) 0.06% James A. Kraft 44,676(c) 0.11% 11 Executive Officers & Directors as a Group 698,600 1.72% ======= =====
(a) Includes 478,265 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 10 11 General Partner's 2% interest in the Partnership constitutes a security. (b) 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. (c) Includes non-vested Shadow Units credited to participant's accounts under the terms of the 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 participant's accounts for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaled 75,577, 53,984, 32,390, 10,271 and 16,049, respectively. Non-vested Shadow Units under the terms of the MIP credited to the participant's accounts for Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine totaled 16,377, 13,102, 8,306, 2,464 and 6,570, respectively. Messrs. Holley, Grenier, Kraft, Brown and Ms. Irvine disclaim beneficial ownership of both the non-vested Shadow Units under the LTIP and the MIP. (d) Includes 43,200 Units deferred under the Unit Awards Plan. Mr. Holley disclaims beneficial ownership of the Units deferred. (e) Includes 1,125 Units subject to vesting restrictions under an employee benefit plan. Mr. Brown disclaims beneficial ownership of the Units subject to vesting restrictions. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 11 -----END PRIVACY-ENHANCED MESSAGE-----