PLUM CREEK TIMBER CO L P
10-Q/A, 1995-01-06
SAWMILLS & PLANTING MILLS, GENERAL
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 10-Q/A


                       AMENDMENT TO APPLICATION OR REPORT
            FILED PURSUANT TO SECTION 13 OR 15(D) OF  THE SECURITIES
                              EXCHANGE ACT OF 1934


                        PLUM CREEK TIMBER COMPANY, L.P.
                                AMENDMENT NO. 1


         The undersigned Registrant hereby amends the following items of its
Quarterly Report for the quarterly period ended September 30, 1994 on Form 10-Q
as set forth in the pages attached hereto:

         Part II
         -------

         Item 6           Exhibits and Reports on Form 8-K


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.

                                           PLUM CREEK TIMBER COMPANY, L.P.

                                           By: Plum Creek Management Company,
                                               L.P., its General Partner


Date: January 6, 1994                      By: DIANE M. IRVINE 
                                               ------------------------------
                                               Diane M. Irvine 
                                               Vice President and Chief 
                                               Financial Officer

<PAGE>   2

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM 10-Q


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

                For the quarterly period ended September 30, 1994

                                       OR

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

                        Commission file number  1-10239


                        PLUM CREEK TIMBER COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

               Delaware                                  91-1443693 
   (State or other jurisdiction of                    (I.R.S. Employer 
   incorporation or organization)                     Identification Number)


                999 Third Avenue, Seattle, Washington 98104-4096
                           Telephone:  (206) 467-3600


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.


                        Yes       X              No       ______

<PAGE>   3


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------

(a)      Exhibits:

         Exhibit 27       Financial Data Schedule for the nine months ended
                          September 30, 1994

(b)      Reports on Form 8-K:

         None



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMBINED
FINANCIAL STATEMENTS OF PLUM CREEK TIMBER COMPANY, L.P. FOR THE NINE MONTH
PERIOD ENDED SEPTEMBER 30,1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                              53
<SECURITIES>                                         0
<RECEIVABLES>                                       32
<ALLOWANCES>                                         1
<INVENTORY>                                         46
<CURRENT-ASSETS>                                   138
<PP&E>                                             758
<DEPRECIATION>                                      92
<TOTAL-ASSETS>                                     821
<CURRENT-LIABILITIES>                               66
<BONDS>                                            528
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                         214
<TOTAL-LIABILITY-AND-EQUITY>                       821
<SALES>                                            426
<TOTAL-REVENUES>                                   426
<CGS>                                              274
<TOTAL-COSTS>                                      306
<OTHER-EXPENSES>                                     4
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  34
<INCOME-PRETAX>                                     82
<INCOME-TAX>                                         1
<INCOME-CONTINUING>                                 81
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        81
<EPS-PRIMARY>                                     1.71
<EPS-DILUTED>                                     1.71
        

</TABLE>


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