SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 18, 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
2,798,000 (See Item 5)
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
2,798,000 (See Item 5)
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,000 (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
9.5% (See Item 5)
14. TYPE OF REPORTING PERSON
IA
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D
filed on October 4, 2004, (the "Schedule 13D") and Schedule 13D filed on October
15, 2004, (the "Schedule 13D") by Franklin Mutual Advisers, LLC ("FMA"), with
respect to the common stock (the "Common Stock ") of Potlatch Corporation, a
Delaware corporation (the "Issuer"). All capitalized terms used in this
Amendment and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of approximately $108.8
million (including brokerage commissions). All such funds were provided from
investment capital of FMA's respective advisory clients.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMA's advisory clients is the owner of 2,798,000 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 2,798,000
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.
Item 7. Materials to be Filed as Exhibits
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 21, 2004
Franklin Mutual Advisers, LLC
/s/ Bradley D. Takahashi
BRADLEY D. TAKAHASHI
Vice President
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
10/13/04 buy 88,900 $45.1275
10/13/04 buy 100,000 $45.0828
10/14/04 buy 99,300 $45.5083
10/14/04 buy 11,000 $45.5206
10/15/04 buy 29,000 $45.4889
10/18/04 buy 84,800 $45.2607
10/19/04 buy 182,100 $44.2873
10/19/04 buy 8,300 $44.7558
10/20/04 buy 151,000 $44.7980
10/21/04 buy 9,000 $45.3588