SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Nos. 0-23259
1-13573-01
1-13573
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_|Form 20-F |_| Form 10-QSB
|_| Form N-SAR
For the Period Ended: December 31, 1998
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended: _________________________.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I. Registrant Information
Full Name of Registrant: U.S. Timberlands Company, LP
U.S. Timberlands Klamath Falls, LLC
U.S. Timberlands Finance Corp.
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Former name if applicable: N/A
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Address of principal executive office (Street and Number): 625 Madison Avenue,
Suite 10-B
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City, State and Zip Code: New York, NY 10022
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PART II. RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11- K or Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Registrant has new senior financial management, new auditors and new
outside counsel, who have not yet completed their review of the filing.
PART IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Robert W. Forman (212) 972-4900
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
As reported in the Registrants' press release dated February 17, 1999, the
Registrants incurred a net loss of $6.4 million for 1998, compared with a loss
before extraordinary item of $1.4 million for 1997. Results for 1997 included
$9.3 million in non-cash charges for the write-off of deferred financing costs
related to extinguishment of debt. Adjusted for this extraordinary item, U.S.
Timberlands reported a net loss of $10.7 million for 1997. Revenues for 1998
were $71.3 million compared with $77.3 million for the same period in 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1999
U.S. Timberlands Company, L.P. (Registrant)
By: U.S. Timberlands Service Co., LLC
By: /s/ John Rudey
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John Rudey, Chief Executive Officer
U.S. TIMBERLANDS KLAMATH FALLS, LLC (Registrant)
By: U.S. Timberlands Services Company, LLC
By: /s/ John Rudey
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John Rudey, Chief Executive Officer
U.S. TIMBERLANDS FINANCE CORP. (Registrant)
By: /s/ John Rudey
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John Rudey, Chairman
