UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K
(Amendment
No. 1)
(Mark
one)
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X
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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| For the fiscal year ended December 31, 2007 |
or
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Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. For the transition period from
to
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Commission
File No. 1-9035
Pope
Resources, A Delaware Limited Partnership
(Exact
name of registrant as specified in its charter)
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Delaware
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91-1313292
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(State of
Organization)
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(IRS Employer I.D.
No.)
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19245 Tenth Avenue NE ,
Poulsbo, WA 98370
(Address
of principal executive offices, Zip Code)
Registrant’s
telephone number, including area code: (360) 697-6626
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Name of each exchange
on which registered
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| Depositary Receipts (Units) | NasdaqGSM |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes ____ No__X__
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.Yes ____ No__X__
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes__X__
No____
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and larger accelerated filer” in Rule 12b-2 in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer____ Accelerated Filer__X__
Non-Accelerated Filer____
Indicate by check mark whether the registrant is a shell company (as defined by rule 12b-2 of the Act).
Yes____
No__X__
At June
30, 2007, the aggregate market value of the non-voting equity units of the
registrant held by non-affiliates was approximately $ 184,815,000
The number
of the registrant’s limited partnership units outstanding as of May 1, 2008 was
4,634,622.
Documents
incorporated by reference: None
Note: This Amendment is filed solely to
include an exhibit omitted from the registrant’s initial filing of this Report.
There are no changes to the financial statements or any other item required to
be filed in connection herewith.
1
Exhibits
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No.
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Document
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3.1
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Certificate
of Limited Partnership. (1)
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3.2
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Limited
Partnership Agreement, dated as of November 7, 1985.
(1)
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3.3
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Amendment
to Limited Partnership Agreement dated December 16, 1986.
(2)
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3.4
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Amendment
to Limited Partnership Agreement dated May 274, 1997.
(4)
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3.5
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Certificate
of Incorporation of Pope MGP, Inc. (1)
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3.6
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Amendment
to Certificate of Incorporation of Pope MGP, Inc. (3)
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3.7
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Bylaws
of Pope MGP, Inc. (1)
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3.8
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Certificate
of Incorporation of Pope EGP, Inc. (1)
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3.9
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Amendment
to Certificate of Incorporation of Pope EGP, Inc. (3)
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3.10
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Bylaws
of Pope EGP, Inc. (1)
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4.1
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Specimen
Depositary Receipt of Registrant. (1)
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4.2
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Limited
Partnership Agreement dated as of November 7, 1985, as amended December
16, 1986 and May 274, 1997 (see Exhibits 3.2, 3.3
and 3.4).
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9.1
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Shareholders
Agreement entered into by and among Pope MGP, Inc., Pope EGP, Inc., Peter
T. Pope, Emily T. Andrews, P&T, present and future directors of Pope
MGP, Inc. and the Partnership, dated as of November 7, 1985 included as
Appendix C to the P&T Notice and Proxy Statement filed with the
Securities and Exchange Commission on November 12, 1985, a copy of which
was filed as Exhibit 28.1 to the Partnership’s registration on Form 10
identified in footnote (1) below. (1)
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10.1
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Transfer
and Indemnity Agreement between the Partnership and P&T dated as of
December 5, 1985. (1)
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10.2
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Environmental
Remediation Agreement (7)
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10.3
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1997
Unit Option Plan Summary. (5)
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10.4
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Audit
Committee Charter. (10)
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10.5
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Timberland
Deed of Trust and Security Agreement with Assignment of Rents between Pope
Resources, Jefferson Title Company and John Hancock Mutual Life Insurance
Company dated April 29, 1992. (6)
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10.6
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Amendment
to Timberland Deed of Trust and Security Agreement with Assignment of
Rents between Pope Resources, Jefferson Title Company and John Hancock
Mutual Life Insurance Company dated May 13, 1992. (6)
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10.7
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Second
Amendment to Timberland Deed of Trust and Security Agreement with
Assignment of Rents between Pope Resources, Jefferson Title Company and
John Hancock Mutual Life Insurance Company, dated May 25 1993.
(6)
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2
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10.8
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Third
Amendment to Timberland Deed of Trust and Security Agreement with
Assignment of Rents between Pope Resources, Jefferson Title Company and
John Hancock Mutual Life Insurance Company dated December 19, 1995.
(6)
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10.9
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Fourth
Amendment to Timberland Deed of Trust and Security Agreement with
Assignment of Rents between Pope Resources, Jefferson Title Company and
John Hancock Mutual Life Insurance Company dated December 20, 1999.
(6)
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10.10
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Amended
and Restated Timberland Deed of Trust and Security Agreement with
Assignment of Rents and Fixture Filing between Pope Resources and John
Hancock Life Insurance Company dated March 29, 2001.
(6)
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10.11
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Promissory
Note from Pope Resources to John Hancock Mutual Life Insurance Company
dated April 29, 1992. (6)
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10.12
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Amendment
to Promissory Note from Pope Resources to John Hancock Mutual Life
Insurance Company dated May 25, 1993. (6)
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10.13
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Second
Amendment to Promissory Note from Pope Resources to John Hancock Mutual
Life Insurance Company, dated December 19, 1995.
(6)
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10.14
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Third
Amendment to Promissory Note from Pope Resources to John Hancock Mutual
Life Insurance Company dated December 20, 1999. (6)
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10.15
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Fourth
Amendment to Promissory Note from Pope Resources to John Hancock Mutual
Life Insurance Company dated March 29, 2001. (6)
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10.16
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Note
Purchase Agreement between Pope Resources, John Hancock Life Insurance
Company and John Hancock Variable Life Insurance Company, dated March 29,
2001. (6)
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10.17
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Class
A Fixed Rate Senior Secured Note from Pope Resources to John Hancock Life
Insurance Company dated March 29, 2001, in the principal amount of
$23,500,000. (6)
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10.18
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Class
A Fixed Rate Senior Secured Note from Pope Resources to John Hancock Life
Insurance Company dated March 29, 2001 in the principal amount of
$4,500,000. (6)
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10.19
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Class
A Fixed Rate Senior Secured Note from Pope Resources to John Hancock
Variable Life Insurance Company dated March 29, 2001, in the principal
amount of $2,000,000. (6)
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10.20
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Timberland
Deed of Trust and Security Agreement With Assignment of Rents and Fixture
Filing between Pope Resources, Jefferson Title Company and John Hancock
Life Insurance Company, dated March 29, 2001. (6)
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10.21
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Purchase
and sale agreement with Costco Wholesale Corp dated December 22, 2003
(8)
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10.23
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Form
of Change of control agreement (10)
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10.24
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Option
agreement with Kitsap County dated August 14, 2003 (9)
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10.25
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Purchase
and sales agreement for Quilcene Timberlands dated September 28, 2004
(9)
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10.26
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Long
term management agreement with Cascade Timberlands LLC dated December 31,
2004 (9)
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10.28
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Amendment
1 to option agreement with Kitsap County dated May 24, 2004
(9)
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3
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10.29
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First
amendment to Note purchase agreement with John Hancock Life Insurance
Company (10)
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10.30
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Second
amendment to Note purchase agreement with John Hancock Life Insurance
Company (10)
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10.31
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Third
amendment to Note purchase agreement with John Hancock Life Insurance
Company (10)
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10.32
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Fourth
amendment to Note purchase agreement with John Hancock Life Insurance
Company (10)
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10.33
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Pope
Resources 2005 Unit Incentive Plan (11)
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23.1
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Consent
of Registered Independent Public Accounting Firm+
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31.1
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Certificate
of Chief Executive Officer (12)
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31.2
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Certificate
of Chief Financial Officer (12)
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32.1
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Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(12)
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32.2
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Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(12)
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99.1
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Press
Release of the Registrant dated February 6, 2008
(14)
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4
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(1)
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Incorporated
by reference from the Partnership’s registration on Form 10 filed under
File No. 1-9035 and declared effective on December 5,
1985.
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(2)
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Incorporated
by reference from the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31,
1987.
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(3)
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Incorporated
by reference from the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31,
1988.
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(4)
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Incorporated
by reference from the Partnership’s Proxy Statement filed on February 14,
1997.
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(5)
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Incorporated
by reference to the Company’s Form S-8 Registration Statement (SEC file
number 333-46091) filed with the Commission on February 11,
1998.
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(6)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2001.
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(7)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2002.
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(8)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2003.
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(9)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2004.
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(10)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2005.
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(11)
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Filed
with Form S-8 on September 9, 2005.
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(12)
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Incorporated
by reference to the Partnership’s annual report on Form 10-K for the
fiscal year ended December 31, 2006.
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| (13) | Filed with the annual report for the fiscal year ended December 31, 2007 as originally filed. |
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(14)
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Incorporated
by reference to the Current Report on Form 8-K filed by the Registrant on
February 6, 2008.
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+
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Filed
herewith.
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5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Partnership has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| POPE RESOURCES, A Delaware | |||
| Limited Partnership | |||
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By
POPE MGP, INC.
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|||
| Managing General Partner | |||
| Date: May 28, 2008 | By | /s/ David L. Nunes | |
| President and | |||
| Chief Executive Officer | |||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Partnership and in the
capacities and on the date indicated.
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Date:
May 28, 2008
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By
/s/ David L. Nunes
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||||
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David
L. Nunes,
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President
and Chief Executive Officer (principal
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|||||
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executive
officer), Partnership and Pope MGP, Inc.;
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|||||
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Director,
Pope MGP, Inc.
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|||||
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Date:
May 28, 2008
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By
/s/ Thomas M. Ringo
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Thomas
M. Ringo
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Vice
President & CFO (principal financial and
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|||||
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accounting
officer), Partnership and Pope MGP, Inc.
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|||||
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Date:
May 28, 2008
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By
/s/ John E. Conlin
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||||
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John
E. Conlin
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|||||
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Director,
Pope MGP, Inc.
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|||||
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Date:
May 28, 2008
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By
/s/ Douglas E. Norberg
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Douglas
E. Norberg
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Director,
Pope MGP, Inc.
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Date:
May 28, 2008
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By
/s/ Peter T. Pope
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||||
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Peter
T. Pope
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|||||
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Director,
Pope MGP, Inc.
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|||||
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Date:
May 28, 2008
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By
/s/ J. Thurston Roach
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||||
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J.
Thurston Roach
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|||||
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Director,
Pope MGP, Inc.
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|||||
6
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors
Pope
Resources, A Delaware Limited Partnership:
We consent
to the incorporation by reference in the registration statements (No. 333-46091,
333-114836 and 333-128245) on Form S-8 of Pope Resources, A Delaware Limited
Partnership of our reports dated March 5, 2008, with respect to the
consolidated balance sheets of Pope Resources, A Delaware Limited Partnership,
and subsidiaries as of December 31, 2007 and 2006, and the related consolidated
statements of operations, partners’ capital and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 2007,
and the related financial statement schedule, and the effectiveness of internal
control over financial reporting as of December 31, 2007, which reports appear
in the December 31, 2007 annual report on Form 10-K of Pope Resources, A
Delaware Limited Partnership. Our report dated March 5, 2008 with respect
to the consolidated financial statements, contains an explanatory paragraph that
states effective January 1, 2006, the Partnership adopted Statement of
Financial Accounting Standards No. 123(R), Share-Based Payment, and
Securities and Exchange Commission Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in the Current Year Financial
Statements.
/s/ KPMG
LLP
Seattle,
Washington
May 28,
2008