<PAGE>
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
January 14, 1998
----------------------------------------------------------------
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.)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
Press release dated January 13, 1998 announcing that IP
Forest Resources Company (IPFR), managing general
partner of IP Timberlands, Ltd. (IPT), reported on
earnings and a special dividend.
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:
N/A
(c) Exhibits
(99) Press Release of January 13, 1998
ITEM 8. CHANGES IN FISCAL YEAR
N/A
<PAGE>
Signature
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: January 14, 1998 /S/ CAROL M. SAMALIN
Purchase, NY Carol M. Samalin
Assistant Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
N/A
<PAGE>
Media Contacts: Analyst Contacts:
--------------- -------------------
Neal Linkon Carol Tutundgy
(901) 763-5985 (914) 397-1632
Molly Sullivan Maryanne Rupy
(914) 397-1652 (914) 397-1626
Brian Turcotte
(914) 397-1623
IP TIMBERLANDS, LTD. REPORTS 1997 FOURTH-QUARTER EARNINGS
AND CASH DISTRIBUTION
January 13, 1998
PURCHASE, N.Y. -- IP Forest Resources Company (IPFR), managing general partner
of IP Timberlands, Ltd. (IPT), today reported 1997 fourth-quarter earnings of
$230 million. Fourth-quarter earnings per Class A Depositary Unit were $2.56.
These results include gains of $38 million from the sale of a subsidiary
partnership interest and $120 million from the redemption of a preferred and
limited partnership interest in West Coast Forest Resources Limited (WCFR)
arising from the disposition of the Partnership's West Coast Timberlands in
1996. These results compare to 1996 fourth-quarter earnings of $45 million and
earnings per Class A Depositary Unit of $.91. Revenues for the fourth quarter
1997 were $115 million compared to $56 million for the same period in 1996.
For the 12-months ended December 31, 1997, net partnership
earnings totaled $413 million, including $90 million of gains on the sale of
subsidiary partnership interests and $120 million from the WCFR preferred
interest redemption. These results compare to the prior year 12-month
earnings of $845 million, which included $669 million of gains on sales of
subsidiary partnership interests. Total revenues for 1997 were $343 million
and earnings per Class A Unit were $6.23, compared to $277 million and
earnings per Class A Unit of $8.78 in 1996.
Fourth-quarter 1997 operations benefited from strong demand
and higher prices for Partnership timber and favorable harvest conditions.
Also included in earnings was a gain of $38 million from the sale of a
subsidiary partnership interest involving 36,850 acres of forestlands in New
York and Pennsylvania. This is the second in a series of planned transactions
involving a total of approximately 175,000 acres. Approximately $3.7
million, or $.08 per unit, of the earnings from this sale were attributable
to the Class A Units. Finally, earnings also included the previously
announced gain of $120 million from the WCFR preferred interest redemption.
Approximately $39 million of this gain, or $.84 per unit, was attributable to
the Class A Units.
<PAGE>
The Board of Directors of IPFR declared both a regular and a
special distribution to Class A unitholders. The regular fourth-quarter
distribution of $.50 per Class A Unit will be payable February 13, 1998, to
unitholders of record as of January 31, 1998. The special distribution of
$3.35 per Class A Unit will also be payable February 13, 1998 to unitholders
of record as of January 31, 1998. This distribution reflects the strong
overall results in 1997 and decreasing projected future capital needs as the
end of the Initial Term of the Partnership (December 31, 1999) approaches.
With less than two years remaining in the Initial Term of the
Partnership, and because their share of earnings will decrease from 95
percent to 4 percent when the Initial Term expires, Class A Unitholders
should expect the market price of their units to decline substantially. If
the Partnership continues until the expiration of the Initial Term, Class A
Unitholders will be entitled to 95 percent of any cash remaining in the
Primary Account. Following today's regular and special distributions, net
liquid assets available for distribution attributable to Class A Units, which
totaled $4.85 per Unit at December 31, 1997, will be reduced by $3.85 per
Unit. In the near future, management will be examining all options for
future measures regarding IPT, including the possible redemption of Class A
Units or the reorganization of the Partnership.
###
(PLEASE SEE ATTACHED TABLE)
<PAGE>
IP TIMBERLANDS, LTD.
(A TEXAS LIMITED PARTNERSHIP)
Summary of Partnership Earnings
Preliminary Unaudited
(In millions except per unit data)
<TABLE>
Three Months Ended Twelve Months Ended
------------------ -------------------
December 31 December 31
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues $ 115 $ 56 $ 343 $ 277
----- ----- ----- -----
Earnings Before Gains on Sales
of Partnership Interests $ 72 $ 32 $ 203 $ 176
Gains on Sales of Partnership
Interests 38 13 90 669
Gain on Preferred Interest
Redemption 120 120
----- ----- ----- -----
Net Partnership Earnings $ 230 $ 45 $ 413 $ 845
----- ----- ----- -----
----- ----- ----- -----
Per Class A Depositary Unit:
Earnings $ 2.56 $ .91 $ 6.23 $ 8.78
------ ----- ------ ------
Distributions $ 3.85 $ .50 $ 5.35 $ 11.75
------ ----- ------ -------
</TABLE>