SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Potlatch Corporation
(Name of Issuer)
Common Stock, par value $1
(Title of Class of Securities)
737628107
(CUSIP Number)
David Winters
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2177
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 23, 2004
(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-l(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a)[
] (b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,034,600 (See Item 5)
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
2,034,600 (See Item 5)
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,600 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.89% (See Item 5)
14. TYPE OF REPORTING PERSON IA
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common Stock ") of Potlatch
Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 601 West Riverside Avenue, Suite 1100, Spokane,
Washington 99201
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, LLC ("FMA")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to the Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each executive
officer and director and each controlling person, if any, of the reporting
persons named above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit A is a United
States citizen and, during the last five years, no person listed in Exhibit A
attached (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has 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.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of approximately $74.6
million (including brokerage commissions). All such funds were provided from
investment capital of FMA's respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMA's advisory clients
for the purpose of investment.
On behalf of its client funds who have been investors in the Issuer since 2001,
FMA is pleased to see that management and the Board of Directors has finally
taken actions that create value for shareholders through the sale of the
Issuer's oriented strand board ("OSB") assets. FMA believes that the divestiture
represents the first of several steps necessary to realize the full value of the
Issuer for all of its shareholders. As recommended in FMA's letter to management
in April 2003, FMA believes that management should, among other things, continue
selling non-core assets, such as the paperboard assets. Furthermore, FMA
believes a significant portion of the asset sale proceeds should be returned to
shareholders through a Dutch tender for the issuer's common stock.
FMA also believes that the Issuer's management should maximize the value of the
Issuer's timber/land holdings for shareholders by placing these assets in a tax-
efficient structure, such as a REIT.
Finally, FMA intends to continue its efforts to vigorously pursue the
elimination of the inequitable and outdated time-phased voting structure that
FMA believes serves only to entrench management and the Board and
disenfranchises the great majority of the Issuer's shareholders.
Other than as described above, FMA does not have any present plans or proposals
which relate to or that would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D. FMA, on behalf of its advisory clients, may in the future acquire
additional shares of Common Stock or other securities of the Issuer, in the open
market, in privately-negotiated purchases or otherwise, and may also, depending
on then current circumstances, dispose of all or a portion of the Common Stock
beneficially owned by it in one or more transactions. Additionally, FMA reserves
the right from time to time to formulate plans or proposals regarding the Issuer
or any of its securities and to carry out any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D, to the extent deemed advisable by FMA.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMA's advisory clients is the owner of 2,034,600 shares of
the Common Stock. Investment advisory contracts with FMA's advisory clients
grant to FMA sole voting and investment discretion over the securities owned by
its advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule
13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of 2,034,600
shares of Common Stock.
FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, and from all
other investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and procedures
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective advisory clients. Consequently, FMA and
the FRI affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, FMA exercises voting and investment
powers on behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently, beneficial
ownership of the securities being reported by FMA is not attributed to FRI, the
Principal Shareholders, and their respective affiliates other than FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their respective affiliates
including FMA, are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by any
of them or by any persons or entities advised by FRI subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of the Common Stock
within the past sixty days.
(d) No person other than respective advisory clients of FMA have the right to
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of the securities being reported herein. Mutual Shares Fund, a series
of Franklin Mutual Series Fund Inc., an investment company registered under the
Investment Company Act of 1940, has an interest in more than five percent of the
class of securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2 herein, nor to the
best of such person's knowledge, no person named in Exhibit A hereto, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting Persons
Exhibit B Summary of Transactions Within the Last Sixty Days
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.
October 4, 2004
Franklin Mutual Advisers, LLC
/s/ David J. Winters
DAVID J. WINTERS
President, Chief Executive Officer and Chief Investment Officer
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Michael Embler
Senior Vice President - FMA
FMA
Martin L. Flanagan
Senior Vice President/Chief Financial Officer FMA
FRI
Barbara J. Green
Secretary - FMA
FRI
Matthew T. Haynes
Vice President - FMA
FMA
Ephraim Karpel
Vice President - Trading
FMA
Charles R. Sims
Treasurer - FMA
FMA
Timothy Stearns
Chief Compliance Officer FMA
FRI
Bradley D. Takahashi
Vice President - FMA
FMA
David J. Winters
President, Chief Executive Officer
and Chief Investment Officer FMA
FMA
FRI Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
Parent Company of Franklin/Templeton Distributors, Inc., (the Parent Company of
Franklin Mutual Advisers, LLC) and a number of investment advisers and
administrative companies providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc.,
managed accounts and other investment products.
FMA Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and Exchange
Commission and investment adviser to Franklin Mutual Series Fund Inc.
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
09/23/04 buy 101,200 $44.2852
09/23/04 buy 37,800 $44.1389
09/23/04 buy 50,000 $44.3047
09/24/04 buy 57,200 $45.3000
09/24/04 buy 98,100 $45.3923
09/27/04 buy 66,400 $45.1769
09/27/04 buy 105,300 $45.1580
09/28/04 buy 111,700 $45.4146