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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1996
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PLUM CREEK TIMBER COMPANY, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2400 91-1443693
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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999 THIRD AVENUE, SUITE 2300, SEATTLE, WASHINGTON 98104-4096 (206) 467-3600
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)
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JAMES A. KRAFT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
999 THIRD AVENUE, SUITE 2300
SEATTLE, WASHINGTON 98104-4096
(206) 467-3600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
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<S> <C>
ANDREWS & KURTH L.L.P. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
4200 TEXAS COMMERCE TOWER 300 SOUTH GRAND AVENUE, SUITE 3400
HOUSTON, TEXAS 77002 LOS ANGELES, CALIFORNIA 90071
(713) 220-4200 (213) 687-5000
ATTENTION: DAVID J. GRAHAM ATTENTION: GREGG A. NOEL
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-11727
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT PRICE (1) REGISTRATION FEE
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Depositary Units representing
Limited Partner Interests........ 115,000 $26.63 $3,062,450 $930
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Limited Partner Interests (2)...... -- -- None
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low sale price of the Units on the New York Stock
Exchange on October 18, 1996.
(2) These Limited Partner Interests are being offered as part of the Units and
no separate price will be payable therefor.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-11727) filed by Plum Creek Timber Company,
L.P. (the "Partnership") with the Securities and Exchange Commission on
September 11, 1996, as amended by the Amendment No. 1 thereto filed on October
3, 1996 and by the Amendment No. 2 thereto filed on October 17, 1996, which were
declared effective October 22, 1996, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, Washington, on the 22nd day of October,
1996.
PLUM CREEK TIMBER COMPANY, L.P.
By: PLUM CREEK MANAGEMENT COMPANY, L.P.,
Its General Partner
By: /s/ DIANE M. IRVINE
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Name: Diane M. Irvine
Title: Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON OCTOBER 22, 1996.
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SIGNATURE TITLE
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/s/ RICK R. HOLLEY President, Chief Executive Officer and Director
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Rick R. Holley
/s/ * Chairman of the Board and Director
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David D. Leland
/s/ * Executive Vice President and Director
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Charles P. Grenier
/s/ * Director
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Ian B. Davidson
/s/ * Director
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George M. Dennison
/s/ * Director
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William E. Oberndorf
/s/ * Director
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William J. Patterson
/s/ * Director
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John H. Scully
*By: /s/ RICK R. HOLLEY
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Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
1.1 -- Certificate of Registrant as to payment of additional registration
fee
*5.1 -- Opinion of Andrews & Kurth L.L.P., as to the legality of the
security being registered
*8.1 -- Opinion of Andrews & Kurth L.L.P. relating to tax matters
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Coopers & Lybrand L.L.P.
*23.3 -- Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1 and 8.1)
*24.1 -- Power of Attorney
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* Incorporated by reference to the Partnership's Registration Statement on Form
S-3, as amended, Reg. No. 333-11727
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EXHIBIT 1.1
CERTIFICATE OF
PLUM CREEK TIMBER COMPANY, L.P.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
PLUM CREEK TIMBER COMPANY, L.P. (the "Registrant") hereby certifies to
the Securities and Exchange Commission that on October 22, 1996:
(i) The Registrant has instructed its bank to wire transfer to
the Securities and Exchange Commission the requisite filing fee of
$930 in connection with its Registration Statement pursuant to Rule
462(b) filed on October 22, 1996;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in
which the wire transfer will originate to cover the amount of the filing
fee.
The Registrant hereby undertakes to confirm on October 23, 1996 that
its bank has received such instructions.
PLUM CREEK TIMBER COMPANY, L.P.
By: PLUM CREEK MANAGEMENT
COMPANY, L.P.
Its General Partner
By: /s/ DIANE M. IRVINE
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Diane M. Irvine
Vice President and Chief
Financial Officer
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated January 23, 1996, on our audits of
the combined balance sheets as of December 31, 1995 and 1994 and the combined
statements of income and cash flows for each of the three years in the period
ended December 31, 1995 of Plum Creek Timber, L.P., which report is included in
the Form S-3 of Plum Creek Timber Company, L.P. (File Number 333-11727), as
amended. We also consent to the reference to out firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Seattle, Washington
October 22, 1996
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated August 30, 1996, on our audits of the
financial statements of Riverwood U.S. Timberlands/Wood Products Division,
which report is included in the Form S-3 of Plum Creek Timber Company, L.P.
(File Number 333-11727), as amended. We also consent to the reference to our
firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
October 22, 1996
