PACIFIC LUMBER CO /DE/
8-K, 1994-06-02
SAWMILLS & PLANTING MILLS, GENERAL
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                                       FORM 8-K
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                           




                  CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934


                            Date of Report:  May 17, 1994


                              THE PACIFIC LUMBER COMPANY
                (Exact name of Registrant as Specified in its Charter)




                                       Delaware
                    (State or other jurisdiction of incorporation)




                                        1-9204
                               (Commission File Number)




                                      13-3318327
                       (I.R.S. Employer Identification Number)




                    P.O. Box 37
                  125 Main Street
                Scotia, California                        95565
               (Address of Principal                   (Zip Code)
                Executive Offices)


            Registrant's telephone number, including area code: (707) 764-
          2222 



          ITEM 5.   OTHER EVENTS.

                    On May 17, 1994, MAXXAM Inc. ("MAXXAM") and The Pacific
          Lumber Company (the "Company") announced that an agreement in
          principle had been reached to settle class and related individual
          claims brought by former stockholders of the Company against
          MAXXAM, its subsidiaries MAXXAM Group Inc. ("MGI") and the
          Company, former directors of the Company, and others concerning
          MGI's acquisition of the Company.  The settlement would cover the
          Fries State, Omicini, Thompson State, Russ, Fries Federal,
          Thompson Federal, Boesky and American Red Cross actions described
          under Item 3, "Legal Proceedings -- Merger Litigation" of the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993.  Of the pending approximately $52.0 million
          settlement, approximately $33.0 million would be paid by
          insurance carriers of MAXXAM and the Company, approximately $14.8
          million would be paid by the Company, and the balance would be
          paid by other defendants and through the assignment of a related
          claim.  The settlement is subject to certain contingencies,
          including a fairness hearing which will be held at a yet
          unspecified time in the United States District Court, Southern
          District of New York (notice of which hearing will be furnished
          to claimants).  The above described cash payments have been paid
          into the registry of the court pending satisfaction of these
          contingencies.

                    Management believes the settlement of these claims is
          in the best interest of the Company.  The Company expects to
          record in the second quarter of 1994 an extraordinary loss of
          approximately $14.9 million related to the settlement and
          associated costs, net of benefits for federal and state income
          taxes.  The Company believes the settlement will not have a
          material adverse effect on the Company's ability to satisfy its
          working capital requirements.


                                      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 hereunto duly authorized.


                                             THE PACIFIC LUMBER COMPANY
                                                    (Registrant)




          Date:  June 2, 1994           By:      ANTHONY R. PIERNO         
                                                 Anthony R. Pierno
                                         Vice President and General Counsel 




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