As Filed with the Securities and Exchange Commission on May 25, 2006
Registration No. 333-128403
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POTLATCH CORPORATION
(Formerly Potlatch Holdings, Inc.)
(Exact Name of Registrant as Specified in its Governing Instrument)
| Delaware | 6798 | 82-0156045 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
(509) 835-1500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Pamela A. Mull, Esq.
Vice President and General Counsel
Potlatch Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
(509) 835-1500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies To:
| Blair W. White, Esq. Pillsbury Winthrop Shaw Pittman LLP P.O. Box 7880 San Francisco, CA 94120 (415) 983-1000 (415) 983-1200 (facsimile) |
John D. Rayis, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive Chicago, IL 60606 (312) 407-0700 (312) 407-0411 (facsimile) |
Approximate Date of Commencement of Proposed Sale of the Securities to the Public: The Registrant issued 29,381,765 shares of common stock, par value $1.00 per share (“Common Stock”), in connection with the merger of Potlatch Corporation (Commission File No. 001-5313) (“Old Potlatch”) with and into Potlatch Operating Company, a wholly owned subsidiary of the Registrant (the “Merger”). The Registrant issued 9,128,506 shares of Common Stock in connection with the special earnings and profits distribution described in the Registration Statement (the “Special E&P Distribution”). The Registrant is amending the Registration Statement to deregister 9,709,757 shares of Common Stock which were registered in connection with the Merger and the Special E&P Distribution.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Potlatch Corporation, formerly Potlatch Holdings, Inc. (the “Registrant”), set forth in the registration statement on Form S-4 (File No. 333-128403), declared effective by the U.S. Securities and Exchange Commission on December 30, 2005 (the “Registration Statement”), the Registrant is filing this Post-Effective Amendment No. 1 to deregister 9,709,757 shares of its common stock, par value $1.00 per share (“Common Stock”), previously registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement. Pursuant to the Registration Statement, 48,220,028 shares of Common Stock were registered in connection with (a) the merger of Potlatch Corporation (Commission File No. 001-5313) (“Old Potlatch”) with and into Potlatch Operating Company, a wholly owned subsidiary of the Registrant (the “Merger”), and (b) the special earnings and profits distribution described in the proxy statement/prospectus that forms a part of the Registration Statement (the “Special E&P Distribution”).
Upon the consummation of the Merger on February 3, 2006, the Registrant issued 29,381,765 shares of Common Stock to the stockholders of Old Potlatch. On March 31, 2006 and in connection with the Special E&P Distribution, the Registrant issued 9,128,506 shares of Common Stock to the Registrant’s stockholders. In accordance with the undertaking mentioned above, the Registrant deregisters the remaining 9,709,757 shares of Common Stock previously registered pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on May 25, 2006.
| POTLATCH CORPORATION | ||||||||
| By: |
/s/ MICHAEL J. COVEY | |||||||
| Michael J. Covey | ||||||||
| President and Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the indicated capacities on May 25, 2006.
| Signature |
Title |
|||
| /S/ MICHAEL J. COVEY Michael J. Covey |
Director and President and Chief Executive Officer (Principal Executive Officer) |
|||
| /S/ GERALD L. ZUEHLKE Gerald L. Zuehlke |
Vice President and Chief Financial Officer (Principal Financial Officer) |
|||
| /S/ TERRY L. CARTER Terry L. Carter |
Controller (Principal Accounting Officer) |
|||
| /S/ L. PENDLETON SIEGEL L. Pendleton Siegel |
Director and Chairman of the Board |
|||
| /S/ BOH A. DICKEY Boh A. Dickey |
Director |
|||
| /S/ RUTH ANN M. GILLIS Ruth Ann M. Gillis |
Director |
|||
| /S/ JEROME C. KNOLL Jerome C. Knoll |
Director |
|||
| /S/ LAWRENCE S. PEIROS Lawrence S. Peiros |
Director |
|||
| /S/ GREGORY L. QUESNEL Gregory L. Quesnel |
Director |
|||
| /S/ MICHAEL T. RIORDAN Michael T. Riordan |
Director |
|||
| /S/ JUDITH M. RUNSTAD Judith M. Runstad |
Director |
|||
| /S/ DR. WILLIAM T. WEYERHAEUSER Dr. William T. Weyerhaeuser |
Director |
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