SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 29, 1996
Date of Report (Date of Earliest Event Reported)
IP TIMBERLANDS, LTD.
(Exact name of Registrant as specified in its charter)
Texas 1-8859 13-3259241
(State of (Commission (IRS Employer
Incorporation) File) Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
(Address of Principal executive offices)
914-397-1500
(Telephone No.)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The pro forma financial information set forth below for the
Registrant for the year ended December 31, 1995, gives effect to the
sale to R-H Timber Co., L.L.C. of a 98% general partners interest in a
subsidiary partnership that held the Registrant's western region assets,
principally aproximately 300,000 acres of forestlands located in Oregon
and Washington. The sale was completed on March 29, 1996, resulting in a
book gain to the Registrant of approximately $635 million, or
approximately $4.30 per Class A Depositary Unit.
The Registrant had no material relationship with the purchaser prior
to this transaction.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
N/A
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
IP TIMBERLANDS, LTD.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information presents the pro
forma balance sheet of IP Timbnerlands, Ltd. ("IPT") as of December 31, 1995,
and for the year then ended, gives effect to the sale to R-H Timber Co., LLC of
a 98% general partnership interest in a subsidiary partnership that holds IPT's
western region assets, principally approximately 300,000 acres of forestlands
located in Oregon and Washington. This sale, completed on March 29, 1996,
resulted in a book gain to IPT of approximately $635 million, or approximately
$4.30 per Class A Unit.
The pro forma balance sheet reflects the elimination of the assets of the
western region that were included in the partnership interest sold, and the
elimination of $750 million of long-term debt and associated accrued interest
that was repaid by the subsidiary partnership in connection with the sale. The
pro forma income statement reflects the elimination of the operating results of
the western region for the year ended December 31, 1995, including the
elimination of interest expense associated with the $750 million of debt, and
the recording of IPT's 1% limited partner's interest in the operating results of
the new partnership, West Coast Forest Products.
These pro forma results have been prepared as if the sale of the subsidiary
partnership interest had taken place on December 31, 1955, in the case of the
pro forma balance sheet, or as of January 1, 1995, in the case of the pro forma
income statement. The pro forma income statement does not purport to represent
IPT's actual results of operations if the sale described above would have
occurred at the beginning of the period. In addition, it is not necessarily
indicative of expected future results.
This unaudited pro forma financial information should be read in
conjunction with IPT's historical consolidated financial statements and related
notes thereto.
IP Timberlands, Ltd.
Pro Forma Income Statement for the Year Ended December 31, 1995
(in thousands, except per unit data)
(unaudited)
Pro Forma Adjusted
Historical Adjustments Pro Forma
------------- ------------- ---------
REVENUES
Stumpage sales
International Paper $194,294 $ (79,386)(1) $114,908
Unaffiliated parties 121,967 (10,247)(1) 111,720
Forestland sales 30,093 (23,670)(1) 6,423
Other income, net 13,600 (97)(1) 13,503
-------- --------- --------
TOTAL REVENUES 359,954 (113,400) 246,554
OPERATING COSTS AND EXPENSES
Depletion
International Paper 12,375 (2,602)(1) 9,773
Unaffiliated parties 14,812 (371)(1) 14,441
Cost of forestlands sold 2,465 (1,619)(1) 846
Amortization of roads 2,154 (543)(1) 1,611
Forest operations 43,813 (3,975)(1) 39,838
General and administrative 20,542 (3,615)(1) 16,927
Property and severance taxes 14,893 (3,873)(1) 11,020
-------- --------- --------
TOTAL OPERATING COSTS
AND EXPENSES 111,054 (16,598) 94,456
OPERATING EARNINGS 248,900 (96,802) 152,098
INTEREST INCOME 20,868 (8)(1) 30,310
9,450 (3)
INTEREST EXPENSE (6,069) 5,983 (2) (86)
GENERAL PARTNERS' INTEREST
IN IPTO (2,637) 968 (1) (1,729)
(60)(2)
LIMITED PARTNER'S
INTEREST IN WCFP 958 (4) 958
-------- --------- --------
NET PARTNERSHIP EARNINGS $261,062 $(79,511) $181,551
-------- --------- --------
NET EARNINGS PER CLASS A UNIT $ 5.50 $ (1.62) $ 3.88
PRO FORMA ADJUSTMENTS:
(1) Elimination of IP Timberlands Operating Co., Ltd., --Western 1995 operating
results.
(2) Elimination of 1995 interest expense on IP Timberlands Operating Co., Ltd.,
debt of $750 million.
(3) Pro forma interest income at 7% on IP Timberlands, Ltd.'s $135 million
preferred interest in West Coast Forest Products (WCFP) received from
the sale of the partnership interest in March 1996.
(4) IP Timberlands, Ltd.'s 1% limited partner's interest in WCFP.
IP Timberlands, Ltd.
Pro Forma Balance Sheet as of December 31, 1995
(in thousands)
(unaudited)
Pro Forma Adjusted
Historical Adjustments Pro Forma
------------- ------------- ---------
ASSETS
Current Assets
Cash and temporary
investments $ 11,899 $ $ 11,899
Notes receivable-
International Paper 371,378 371,378
Due from International
Paper 7,293 7,293
Accounts and notes
receivable 23,558 23,558
-------- --------
Total current assets 414,128 414,128
Notes Receivable 1,027 1,027
Forestlands 734,200 (73,544)(1) 660,656
Roads, net of accumulated
amortization 38,026 (15,020)(1) 23,006
-------- --------- --------
TOTAL ASSETS $1,187,381 $(88,564) $1,098,817
-------- --------- --------
LIABILITIES AND PARTNERS'
CAPITAL
Current Liabilities
Accounts payable and
accrued liabilities $ 372 $ $ 372
Accrued interest 5,983 (5,983)(2)
Accrued property and
severance taxes 6,286 6,286
Customer advance
payments 3,797 3,797
-------- --------- --------
Total current liabilities 16,438 (5,983) 10,455
Long-Term Debt 750,000 (750,000)(2)
Lease Obligations 1,231 1,231
General Partners' Interest
in IPTO 26,662 (886)(1) 33,336
7,560 (2)
Partners' Capital
General partners 25,786 (877)(1) 32,393
7,484 (2)
Limited partners 367,264 (86,801)(1) 1,021,402
740,939 (2)
-------- --------- --------
TOTAL LIABILITIES AND
PARTNERS CAPITAL $1,187,381 $(88,564) $1,098,817
-------- --------- --------
PRO FORMA ADJUSTMENTS:
(1) Elimination of western forestlands and roads included in the partnership
interest sold in march 1996.
(2) Elimination of long-term debt and related accrued interest included in the
partnership interest sold in March 1996.
(c) Exhibits:
N/A
ITEM 8. CHANGES IN FISCAL YEAR
N/A
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IP TIMBERLANDS, LTD.
BY: IP Forest Resources Company
(Managing General Partner)
(Registrant)
Date: April 15, 1996 /s/ SYVERT E. NERHEIM
Purchase, NY Syvert E. Nerheim
Assistant Secretary
