As filed with the Securities and Exchange Commission on February 19, 2016
Registration Statement File No. 333-59812
Registration Statement File No. 333-71192
Registration Statement File No. 333-123146
Registration Statement File No. 333-181230
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 (No. 333-59812)
Post-Effective Amendment No. 1 (No. 333-71192)
Post-Effective Amendment No. 1 (No. 333-123146)
Post-Effective Amendment No. 1 (No. 333-181230)
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Plum Creek Timber Company, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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91-1912863 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
601 Union Street, Suite 3100
Seattle, Washington 98101-1374
(206) 467-3600
(Address
of registrants principal executive offices)
Plum Creek
Timber Company, Inc. 2000 Stock Incentive Plan (No. 333-59812)
Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan
(No. 333-71192)
Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan (No. 333-71192)
Plum Creek Timber Company, Inc. Amended and Restated Stock Incentive Plan (No. 333-123146)
Plum Creek Timber Company, Inc. 2012 Stock Incentive Plan (No. 333-181230)
(Full titles of the plans)
Jose J.
Quintana, Esq.
Assistant General Counsel
Plum Creek Timber Company, Inc.
601 Union Street, Suite 3100
Seattle, Washington 98101-1374
(206) 467-3600
(Name,
address and telephone number of agent for service)
Copy to:
Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
(650) 470-4500
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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x |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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EXPLANATORY NOTE, DEREGISTRATION OF UNSOLD SECURITIES
Plum Creek Timber Company, Inc., a Delaware corporation (the Registrant), is filing these post-effective amendments (these
Post-Effective Amendments) to the following Registration Statements on Form S-8 (the Registration Statements), which have been previously filed with the Securities and Exchange Commission (the
SEC), to deregister any and all shares of the Registrants common stock, par value $0.01 per share (Common Stock), that remain unsold under each such Registration Statement as of the date hereof:
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Registration Statement No. 333-59812, registering 3,425,000 shares of Common Stock issuable pursuant to the Plum Creek Timber Company, Inc. 2000 Stock Incentive Plan, filed with the SEC on April 30, 2001;
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Registration Statement No. 333-71192, registering 25,000 shares of Common Stock issuable pursuant to the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan and registering 650,000 shares of Common
Stock issuable pursuant to the Georgia-Pacific Corporation/Timber Group 1997 Long-Term Incentive Plan, filed with the SEC on October 9, 2001; |
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Registration Statement No. 333-123146, registering 9,000,000 shares of Common Stock issuable pursuant to the Plum Creek Timber Company, Inc. Amended and Restated Stock Incentive Plan, filed with the SEC on
March 4, 2005; and |
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Registration Statement No. 333-181230, registering 6,148,900 shares of Common Stock issuable pursuant to the Plum Creek Timber Company, Inc. 2012 Stock Incentive Plan, filed with the SEC on May 8, 2012.
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On November 6, 2015, the Registrant entered into an Agreement and Plan of Merger (the Merger Agreement)
with Weyerhaeuser Company, a Washington corporation (Weyerhaeuser). On February 19, 2016, pursuant to the Merger Agreement, the Registrant is expected to be merged with and into Weyerhaeuser (the Merger), with
Weyerhaeuser continuing as the surviving corporation in the Merger.
In connection with the Merger, the Registrant is terminating all
offerings of its securities registered pursuant to the Registration Statements. The Registrant is filing these Post-Effective Amendments to hereby terminate the effectiveness of the Registration Statements and remove from registration any and all
securities registered under the Registration Statements but that remain unsold as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each of the Registration Statements to remove from
registration by means of a post-effective amendment any securities that remain unsold at the termination of the offerings.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle,
Washington, on February 19, 2016.
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PLUM CREEK TIMBER COMPANY, INC. |
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By: |
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/s/ James A. Kraft |
Name: |
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James A. Kraft |
Title: |
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Senior Vice President, General Counsel and Secretary |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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