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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
U.S. TIMBERLANDS COMPANY, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1842156
(State of incorporation or organization) (I.R.S. Employer Identification No.)
P.O. BOX 10
6400 HIGHWAY 66
KLAMATH FALLS, OREGON 97601
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Common Units representing Nasdaq National Market
limited partner interests
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Units representing limited partner interests
in U.S. Timberlands Company, L.P. (the "Registrant") to be registered hereunder
is set forth under the captions "Prospectus Summary," "Cash Distribution
Policy," "Description of the Common Units," "The Partnership Agreement" and "Tax
Considerations" in the prospectus included in the Registrant's Registration
Statement on Form S-1 (No. 333-32811), as filed with the Securities and Exchange
Commission on August 4, 1997 under the Securities Act of 1933, as amended, and
will be set forth in any prospectus filed in accordance with Rule 424(b)
thereunder, which description is incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
1. Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-32811), as filed with the Securities and Exchange
Commission on October 16, 1997 (the "Registration Statement").
2. Certificate of Limited Partnership of the Registrant.
3. Amended and Restated Agreement of Limited Partnership of the
Registrant, which is included as Appendix A to the prospectus
included in the Registration Statement.
4. Form of Certificate evidencing Common Units, which is included as
Exhibit A to Appendix A to the prospectus included in the
Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 23, 1997
U.S. TIMBERLANDS COMPANY, L.P.
BY: NEW SERVICES, L.L.C.*
AS GENERAL PARTNER
By: /s/ John M. Rudey
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Name: John M. Rudey
Title: Chairman of the Board
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* Upon consummation of the Registrant's initial public offering, New Services,
L.L.C. will change its name to "U.S. Timberlands Services Company, L.L.C."
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EXHIBIT INDEX
Exhibit
Number
*1 Amendment No. 1 to the Registrant's Registration Statement on
Form S-1 (No. 333-32811), as filed with the Securities and Exchange
Commission on October 16, 1997.
2 Certificate of Limited Partnership of the Registrant.
*3 Amended and Restated Agreement of Limited Partnership of the
Registrant, which is included as Appendix A to the prospectus
included in the Registration Statement on Form S-1 referenced above.
*4 Form of Certificate evidencing Common Units, which is included as
Exhibit A to Appendix A to the prospectus included in the
Registration Statement on Form S-1 referenced above.
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 333-32811) pursuant to Rule 12b-32.
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EXHIBIT 2
CERTIFICATE OF LIMITED PARTNERSHIP
OF
U.S. TIMBERLANDS COMPANY, L.P.
The undersigned represents that it has formed a limited partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act") and
that the undersigned has executed this Certificate in compliance with the
requirements of the Act. The undersigned further states:
1. The name of the limited partnership is U.S. Timberlands Company, L.P.
(the "Partnership").
2. The address of the registered office of the Partnership in the State of
Delaware and the name and address of the registered agent of the
Partnership required to be maintained by Section 17-104 of the Act at
such address are as follows:
Name and Address
Of Registered Agent Address of Registered Office
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The Corporation Trust Company Corporation Trust Center
Corporation Trust Center 1209 Orange Street
1209 Orange Street Wilmington, DE 19801
Wilmington, DE 19801
3. The name and business address of the General Partner is as follows:
General Partner Address
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New Services, L.L.C. 625 Madison Avenue
Suite 10-B
New York, New York 10022
WHEREFORE, the undersigned has executed this Certificate as of the 26th
day of June, 1997.
GENERAL PARTNER:
NEW SERVICES, L.L.C.
By: /s/ John M. Rudey
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Name: John M. Rudey
Title: Authorized Person
