UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 91-1313292
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
19245 Tenth Avenue N.E., Poulsbo, Washington 98370
(Address of Principal Executive Offices, including Zip Code)
Pope Resources 1997 Unit Option Plan
(Full Title of the Plan)
C T Corp.
520 Pike Street #2610
Seattle, Washington 98101
(Name and Address of Agent for Service)
(206) 622-4511
(Telephone Number, Including Area Code, of Agent for Service)
______________________
Copy to:
Greg F. Adams
Marcus J. Williams
Davis Wright Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101-1688
CALCULATION OF REGISTRATION FEE
============================== =================== ======================= ========================= ===========================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration Fee
Registered Registered(1)(2) Offering Price Per Aggregate Offering Price
Unit(3)
- ------------------------------ ------------------- ----------------------- ------------------------- ---------------------------
Limited Partnership Units 1,200,000 $18.00 $21,600,000 $2,736.72
============================== =================== ======================= ========================= ===========================
(1) This Registration Statement also relates to such additional and
indeterminable number of Limited Partnership Units as may become issuable
as a result of stock dividends, stock splits, recapitalizations, mergers,
reorganizations, combinations or exchanges or other similar events.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(3) Estimated for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act, the price per share was
determined by calculating the average of the high and low prices of the
Limited Partnership Units as reported in the Nasdaq National Market on
April 19, 2004.
================================================================================
INTRODUCTORY STATEMENT
This Registration Statement registers additional securities of the same class as
other securities for which a Registration Statement on Form S-8 (No. 333-46091)
relating to the Pope Resources 1997 Stock Option Plan is effective. Pursuant to
General Instruction E of Form S-8, the contents of the above-listed Registration
Statement are hereby incorporated by reference.
Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description
4.1 Specimen Depositary Receipt of Registrant. (1)
4.2 Limited Partnership Agreement, dated as of November 7, 1985. (1)
4.3 Amendment to Limited Partnership Agreement dated December 16, 1986.
(2)
4.4 Amendment to Limited Partnership Agreement dated March 14, 1997. (3)
5.1 Opinion of Davis Wright Tremaine as to the legality of securities
being registered hereunder.
23.1 Consent of Davis Wright Tremaine LLP, contained in opinion filed as
Exhibit 5.
23.2 Consent of KPMG LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page).
99.1 Pope Resources 1997 Unit Option Plan Summary. (4)
(1) Incorporated by reference from the Registrant's Registration Statement on
Form 10 filed under File No. 1-9035 and declared effective by the Commission on
December 5, 1985.
(2) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987.
(3) Incorporated by reference from the Registrant's Proxy Statement filed with
the Commission on February 11, 1997.
(4) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (No. 333-46091) filed with the Commission on February 11, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Poulsbo, State of Washington, on the 20th day of
April 2004.
POPE RESOURCES,
A DELAWARE LIMITED PARTNERSHIP
By: /s/David L. Nunes
---------------------------------
David L. Nunes
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of the Registrant, Pope
Resources, a Delaware Limited Partnership, and of Pope MGP, Inc., managing
general partner of the Registrant, hereby severally and individually constitute
and appoint David L. Nunes and Thomas M. Ringo, and each of them, as true and
lawful attorneys in fact for the undersigned, in any and all capacities, with
full power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys in fact, or any of them, may
lawfully do or cause to be done by virtue of this appointment.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/David L. Nunes President and Chief Executive April 20, 2004
- ------------------------- Officer (principal executive
David L. Nunes officer) of the Registrant
Chief Executive Officer and Pope MGP, Inc.; Director,
Pope MGP, Inc.
/s/Thomas M. Ringo Vice President & Chief April 20, 2004
- ------------------------- Financial Officer (principal
Thomas M. Ringo financial and accounting
Chief Financial Officer officer) of the Registrant
and Pope MGP, Inc.
Signature Title Date
--------- ----- ----
/s/J. Thurston Roach
- ----------------------
J. Thurston Roach Director, Pope MGP, Inc. April 20, 2004
Director
/s/Peter T. Pope
- ----------------------
Peter T. Pope Director, Pope MGP, Inc. April 20, 2004
Director
/s/Marco F. Vitulli
- ----------------------
Marco F. Vitulli Director, Pope MGP, Inc. April 20, 2004
Director
/s/Douglas E. Norberg
- ----------------------
Douglas E. Norberg Director, Pope MGP, Inc. April 20, 2004
Director
EXHIBIT INDEX
Exhibit
Number Description
4.1 Specimen Depositary Receipt of Registrant. (1)
4.2 Limited Partnership Agreement, dated as of November 7, 1985. (1)
4.3 Amendment to Limited Partnership Agreement dated December 16, 1986.
(2)
4.4 Amendment to Limited Partnership Agreement dated March 14, 1997. (3)
5.1 Opinion of Davis Wright Tremaine as to the legality of securities
being registered hereunder.
23.1 Consent of Davis Wright Tremaine LLP, contained in opinion filed as
Exhibit 5.
23.2 Consent of KPMG LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page).
99.1 Pope Resources 1997 Unit Option Plan Summary. (4)
(1) Incorporated by reference from the Registrant's Registration Statement on
Form 10 filed under File No. 1-9035 and declared effective by the Commission on
December 5, 1985.
(2) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987.
(3) Incorporated by reference from the Registrant's Proxy Statement filed with
the Commission on February 11, 1997.
(4) Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (No. 333-46091) filed with the Commission on February 11, 1998.
Exhibit 5.1
MARCUS J. WILLIAMS 2600 CENTURY SQUARE TEL (206) 622-3150
Direct (206) 628-7710 1501 FOURTH AVENUE FAX (206) 628-7699
marcwilliams@dwt.com SEATTLE, WA 98101-1688 www.dwt.com
19245 Tenth Avenue N.E.
Poulsbo, Washington 98370
Re: Pope Resources 1997 Unit Option Plan
Dear Ladies and Gentlemen:
We have acted as counsel to Pope Resources, a Delaware Limited Partnership (the
"Partnership"), in connection with its registration statement on Form S-8 of its
Pope Resources 1997 Unit Option Plan and corresponding limited partnership units
(the "Registration Statement"). Capitalized terms used herein that are not
otherwise defined have the meanings ascribed thereto as set forth in the
Registration Statement and the exhibits thereto.
We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed. We have
assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as copies,
the legal capacity of all natural persons executing documents, certificates and
records, and the completeness and accuracy as of the date of this opinion letter
of the information contained in such documents, certificates and records.
Based upon the foregoing, we are of the opinion that:
1. The Partnership is duly formed and validly existing under the laws of
the State of Delaware.
2. The Plan, the Units and the options respecting such Units have been
duly authorized and, when appropriate certificates have been duly
executed by the proper officers of the Partnership's Managing General
Partner, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the States of Delaware and Washington and
the federal laws of the United States of the type typically applicable to
transactions contemplated by the Registration Statement. We express no opinion
with respect to the laws of any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations. We undertake no
responsibility to update or supplement this letter after the date hereof.
We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the options to be issued pursuant to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in such Registration Statement. Subject to the foregoing, this opinion
letter may be relied upon by you only in connection with the Offering and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
Davis Wright Tremaine LLP
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Unitholders
Pope Resources, A Delaware Limited Partnership:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 3, 2004, relating to the consolidated
balance sheets of Pope Resources, a Delaware Limited Partnership, and
subsidiaries as of December 31, 2002 and 2003, and the related consolidated
statements of operations, partners' capital and comprehensive income (loss), and
cash flows for each of the years in the two-year period ended December 31, 2003,
which report appears in the December 31, 2003 Annual Report on Form 10-K of Pope
Resources, a Delaware Limited Partnership.
/s/ KPMG LLP
- -----------------------
Seattle, Washington
April 22, 2004
Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Pope Resources, a Delaware Limited Partnership, and subsidiaries on Form S-8 of our report dated February 22, 2002, appearing in the Annual Report on Form 10-K of Pope Resources, a Delaware Limited Partnership, and subsidiaries for the year ended December 31, 2003. /s/Deloitte & Touche LLP Seattle, Washington April 22, 2004