General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 16 67K
3: EX-99.1 Certificate of Incorporation 27 80K
4: EX-99.2 Conversion Agreement 16 54K
5: EX-99.3 Registration Rights Agreement 27 81K
2: EX-99.A Agreement Pursuant to Rule 13D-1 2 8K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
Amendment No ___
Plum Creek Timber Company, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(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 1, 1999
--------------------
(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 16,511,695 shares of common stock, which constitutes
approximately 26.27% 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 62,822,009 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).
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF ? PAGES
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 PCMC INTERMEDIATE HOLDINGS, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS: NOT APPLICABLE
4
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f):
[_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
6
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SOLE VOTING POWER: 16,333,722 COMMON STOCK (1);
7 628,220 SPECIAL VOTING STOCK (1)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER: -0-
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER: 16,333,722 COMMON STOCK (1);
9 628,220 SPECIAL VOTING STOCK (1)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER: -0-
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11 16,333,722 COMMON STOCK (1) AND 628,220 SPECIAL VOTING STOCK (1)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26% COMMON STOCK;
13 99% SPECIAL VOTING STOCK
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TYPE OF REPORTING PERSON: PN
14
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(1) POWER IS EXERCISED THROUGH ITS SOLE GENERAL PARTNER, PC ADVISORY
PARTNERS I, L.P.
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF 2 PAGES
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PC Advisory Partners I, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 16,498,709 common stock (1) (2)
NUMBER OF 634,566 special voting stock (1) (2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 16,498,709 common stock (1) (2)
REPORTING 634,566 special voting stock (1) (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 16,498,709 common stock (1) (2) and 634,566 special voting
stock (1) (2)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 26.26% common stock; 100% special voting stock.
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TYPE OF REPORTING PERSON*
14 PN
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(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.
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF ?? PAGES
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NAME OF REPORTING PERSON
1 PC Advisory Corp. I
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 16,498,709 common stock (1); 634,566 special voting
NUMBER OF stock (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 16,498,709 common stock (1); 634,566 special voting
REPORTING stock (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 16,498,709 common stock (1) and 634,566 special voting stock (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 26.26% common stock; 100% special voting stock
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TYPE OF REPORTING PERSON*
14 PN
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(1) Solely in its capacity as the general partner of PC Advisory Partners I,
L.P.
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF ?? PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Scully
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS:
4
Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS or 2(e) or 2(f):
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 7,485 common stock (2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
16,498,709 common stock (1); 634,566 special voting
OWNED BY stock (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,485 common stock (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,498,709 common stock (1); 634,566 special voting
stock (1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,506,194 common stock (1) (2) and 634,566 special voting stock (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.27% common stock; 100% special voting stock
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TYPE OF REPORTING PERSON:
14
IN
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(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 634,655
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.
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF ?? PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Oberndorf
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS:
4
Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f):
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 2,828 common stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
16,498,709 common stock (1); 634,566 special voting
OWNED BY stock (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,828 common stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,498,709 common stock (1); 634,566 special voting
stock (1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,501,537 common stock (1) and 634,566 special voting stock (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.27% common stock; 100% special voting stock
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TYPE OF REPORTING PERSON:
14
IN
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(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.
SCHEDULE 13D
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CUSIP NO. PAGE 1 OF ?? PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Patterson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS:
4
Not Applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) or 2(f):
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
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SOLE VOTING POWER
7
NUMBER OF 2,673 common stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
16,498,709 common stock (1); 634,566 special voting
OWNED BY stock (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,673 common stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,498,709 common stock (1); 634,566 special voting
stock (1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11
16,501,382 common stock (1) and 634,566 special voting stock (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.27% common stock; 100% special voting stock
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON:
14
IN
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(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.
Item 1. Security and Issuer.
-------------------
This statement relates to the shares of common stock, par value $.01 per
share (the "Shares") of Plum Creek Timber Company, Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
999 Third Avenue, Suite 2300, Seattle, Washington 98104-4095.
Item 2. Identity and Background.
-----------------------
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
PCMC Intermediate Holdings, L.P. ("Holdings"), PC Advisory Partners I, L.P. ("PC
Advisory Partners"), PC Advisory Corp I ("PC Advisory Corp"), John H. Scully
("JHS"), William J. Patterson ("WJP") and William E. Oberndorf ("WEO").
Holdings, PC Advisory Partners, PC Advisory Corp., JHS, WJP and WEO are
sometimes hereinafter referred to as the "Reporting Persons." The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.
(b)-(c)
Holdings
--------
Holdings is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of Holdings, which also serves as
its principal office, is 999 3rd Avenue, Suite 2300, Seattle, WA, 98104.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to PC Advisory Partners, the sole general partner of Holdings, is set
forth below.
PC Advisory Partners
--------------------
PC Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of Holdings. The
principal business address of PC Advisory Partners, which also serves as its
principal office, is 999 3rd Avenue, Suite 2300, Seattle, WA, 98104. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with respect to PC
Advisory Corp. the general partner of PC Advisory Partners, is set forth below.
PC Advisory Corp
----------------
PC Advisory Corp is a Delaware corporation, the principal business of which
is serving as the general partner of PC Advisory Partners. The principal
address of PC Advisory Corp, which also serves as its principal office, is 999
3rd Avenue, Suite 2300, Seattle, WA, 98104. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to JHS, WJP and WEO,
who are the directors, executive officers and controlling people of PC Advisory
Corp, is set forth below.
JHS
---
JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation ("SPO"). The principal
business of SPO is operating as an investment firm. The principal address of
SPO, which also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. JHS is also one of three stockholders,
directors and officers of PC Advisory Corp.
WEO
---
WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO. WEO is also one of three stockholders, directors and officers
of PC Advisory Corp.
WJP
---
WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO. WJP is also one of three stockholders, directors and officers
of PC Advisory Corp.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
No cash funds have been used by the Reporting Persons to acquire shares of
the Issuer during the past sixty (60) days. The ownership interests in Plum
Creek Timber Company, L.P. (the "Partnership") were converted (the "Conversion")
on July 1, 1999 into ownership interests in the Issuer, through the merger of
the Partnership with and into an entity which is a wholly-owned, indirect
subsidiary of the Issuer, pursuant to an Agreement and Plan of Conversion dated
as of June 5, 1998 and amended on July 17, 1998 (the "Conversion Agreement"). In
the Conversion, (i) each of the public unitholders of the Partnership received a
share of common stock of the Issuer for each unit of the Partnership held by
such unitholder; and (ii) Plum Creek Management Company, L.P. ("PCMC")
relinquished its general partner interest in the Partnership and its interests
in Plum Creek Manufacturing, L.P. and Plum Creek Marketing, Inc. and in
consideration thereof, the partners of PCMC (which are Holdings and PC Advisory
Partners) received 27%, in the aggregate, of the Issuer's outstanding equity
interests, as reported herein. Specifically, Holdings received 16,333,722 shares
of common stock of the Issuer (26.00% of the outstanding common stock) and
628,220 shares of special voting stock of the Issuer (99.00% of the outstanding
special voting stock), and PC Advisory Partners received 164,987 shares of
common stock (0.26% of the outstanding common stock) and 6,346 shares of special
voting stock (1.00% of the outstanding special voting stock).
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons acquired the shares reported herein pursuant to the
Conversion for investment purposes and to continue to influence the direction
and management of the Issuer.
Pursuant to the Issuer's Amended Certificate of Incorporation, 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, 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 will be converted into shares of common stock upon certain events. The
foregoing descriptions of the Amended Certificate of Incorporation and the
Agreement and Plan of Conversion are qualified in their entirety by reference to
the texts of such documents, which are filed as Exhibits 1 and 2 hereto,
respectively, and 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.
------------------------------------
(a) Percentage interest calculations for each Reporting Person are based
upon the Issuer having 62,822,009 total outstanding shares of common stock and
634,566 shares of special voting stock, as indicated by the Issuer to the
Reporting Persons.
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 26% 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 26.26% of the
common stock outstanding and the 100% of the 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 26.26% 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 16,501,194 shares of common stock and 634,566 shares of special voting
stock, which constitutes approximately 26.27% 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 16,501,382 shares of common stock and 634,566 shares of special voting
stock, which constitutes approximately 26.27% 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 16,501,537 shares of common stock and 634,566 shares of
special voting stock, which constitutes approximately 26.27% 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.
(b)
Holdings
--------
Holdings has the sole power to vote and the sole power to dispose of all of
the 16,333,722 shares of common stock and 628,220 shares of special voting stock
owned directly by Holdings which constitutes approximately 26% 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 has the sole power to vote and the sole power to
dispose of all of the 16,498,709 shares of common stock and 634,566 shares of
special voting stock owned directly by PC Advisory Partners and Holdings, which
constitutes approximately 26.26% 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, have the sole power to
vote and the sole power to dispose of all 16,498,709 shares of common stock and
634,566 shares of special voting stock, which constitutes approximately 26.26%
of the common stock outstanding and 100% of the special voting stock
outstanding.
JHS
---
Individually JHS has the sole power to vote and the sole power to dispose
of 7,485 shares of common stock and because of his position as a control person
of PC Advisory Corp, JHS may, pursuant to Rule 13d-3 of the Act, have the shared
power to vote and shared power to dispose of 16,498,709 shares of common stock
and 634,566 shares of special voting stock, which, in the aggregate, constitutes
approximately 27% of the common stock outstanding and 100% of the special voting
stock outstanding.
WJP
---
Individually WJP has the sole power to vote and the sole power to dispose
of 2,673 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, have the shared
power to vote and shared power to dispose of 16,498,709 shares of common stock
and 634,566 shares of special voting stock, which, in the aggregate, constitutes
approximately 27% of the common stock outstanding and 100% of the special voting
stock outstanding.
WEO
---
Individually WEO has the sole power to vote and the sole power to dispose
of 2,828 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, have the
shared power to vote and shared power to dispose of 16,498,709 shares of common
stock and 634,566 shares of special voting stock, which, in the aggregate,
constitutes approximately 27% 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.
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.
------------------------------------------------------
Holdings, PC Advisory Partners and the Issuer are parties to a Registration
Rights Agreement dated as of July 1, 1999, pursuant to which Holdings and PC
Advisory Partners have certain registration rights pertaining to the shares of
common stock and shares of special voting stock owned by them.
The forgoing description of the Registration Rights Agreement is qualified
in its entirety by reference to the texts of such document, which is filed as
Exhibit 3 hereto, and incorporated herein by reference.
Except as set forth herein and in the Exhibits filed herewith, 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)
1 Certificate of Incorporation
2 Conversion Agreement
3 Registration Rights Agreement
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 12, 1999
/s/Phillip Gordon
------------------------------
Phillip Gordon
Attorney-in-Fact for:
PCMC INTERMEDIATE HOLDINGS, L.P. (1)
PC ADVISORY PARTNERS, L.P. (2)
PC ADVISORY CORP. (3)
JOHN H. SCULLY (4)
WILLIAM E. OBERNDORF (5)
WILLIAM J. PATTERSON (6)
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
EXHIBIT INDEX
[Download Table]
Page
Exhibit Document Description Number
------- -------------------- ------
A Agreement Pursuant to Rule 13d-1(f)(1)(iii)
1 Certificate of Incorporation
2 Conversion Agreement
3 Registration Rights Agreement
Dates Referenced Herein and Documents Incorporated by Reference
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