<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
March 10, 1998
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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
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(State of (Commission (IRS Employer
Incorporation) File) Identification Number)
Two Manhattanville Road, Purchase, NY 10577
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(Address of Principal executive offices)
914-397-1500
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(Telephone No.)
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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
IP Forest Resources Company (IPFR) the managing general
partner of IP Timberlands, Ltd. (IPT) announced that it has
elected to exercise its right to purchase all of the 7,299,500
publicly traded Class A Depositary Units of IPT on March 25,
1998 for a cash purchase price of $13.6325 per unit. As of
the March 25 purchase date, all rights of the holders of the
units shall terminate, with the exception of the right to
receive payment of the purchase price.
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
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(c) Exhibits
(99) Press release dated March 10, 1998 announcing the
purchase of the publicly traded Class A Depositary Units
of IP Timberlands, Ltd.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
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: March 12, 1998 /S/ CAROL M. SAMALIN
Purchase, NY ----------------------------------
Carol M. Samalin
Assistant Secretary
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Exhibit 99
[LETTERHEAD]
Media Contact: Analyst Contacts:
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Molly Sullivan Carol Tutundgy
(914) 397-1652 (914) 397-1632
Maryanne Rupy
(914) 397-1626
Brian Turcotte
(914) 397-1623
IP FOREST RESOURCES COMPANY ANNOUNCES THE REPURCHASE
OF IP TIMBERLANDS, LTD. CLASS A UNITS
March 10, 1998
PURCHASE, N.Y. -- IP Forest Resources Company (IPFR) today announced that, in
accordance with the IP Timberlands, Ltd. (IPT) Partnership Agreement, it has
elected to exercise its right to purchase all of the 7,299,500 publicly
traded Class A Depositary Units of IPT on March 25, 1998, for a cash purchase
price of $13.6325 per unit. As of the March 25 purchase date, all rights of
the holders of the units shall terminate, with the exception of the right to
receive payment of the purchase price.
The purchase price was determined under the terms of the Partnership
Agreement. It is equal to 133 percent of the average of the closing prices
for the Class A Units on the New York Stock Exchange for the five-day period
from February 23, 1998, through February 27, 1998. This period is 10 days
immediately prior to March 10, 1998, the date on which IPFR is mailing notice
of its election to purchase the units to the record holders of the Class A
Units.
IPFR indicated that with expiration of the initial term approaching, purchase
of the units will significantly reduce administrative costs associated with
maintaining the partnership.
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