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
Date of Report (Date of earliest event reported) OCTOBER 6, 1998
PLUM CREEK TIMBER COMPANY, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10239 91-1443693
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
999 THIRD AVENUE, SUITE 2300, SEATTLE WASHINGTON 98104-4096
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 467-3600
Item 5. OTHER EVENTS
On October 6, 1998, Plum Creek Timber Company, L.P., a Delaware
limited partnership (the "Company"), executed a definitive agreement with
S.D. Warren Company, a Pennsylvania corporation (the "Seller") for the
acquisition of 905,000 acres of forest lands in central Maine for an
aggregate purchase price of $180 million, subject to adjustment (the
"Acquisition"). The Acquisition will bring the Company's total ownership
of forest lands to over 3.3 million acres.
The purchase price will be paid with approximately $3 million in
cash and the remainder in the form of unsecured promissory notes from the
Company to the Seller. The terms of the promissory notes will be determined
based on market conditions at the time of closing. In addition, in connection
with the Acquisition, the Company will enter into a long-term agreement with
the Seller to supply fiber from these timberlands, at market prices, to the
Seller's paper facility in Skowhegan, Maine.
The Acquisition is subject to certain customary conditions
including obtaining the necessary consents from the Seller's lenders,
approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
the receipt of acceptable title insurance on the timberlands. The
Acquisition is expected to close in the fourth quarter of 1998.
The public announcement concerning the Acquisition is attached as
Exhibit 99.1 to this document and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated October 6, 1998
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.
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.
as General Partner
Date: October 9, 1998 By: /s/ James A. Kraft
__________________________________
James A. Kraft
Vice President, General Counsel
and Secretary
EXHIBIT 99.1
Contact: Michelle D. Monfor
Director, Investor Relations
(206) 467-3613 or 1-800-858-5347
Robert J. Jirsa
Director, Corporate and Environmental
Affairs
(206) 467-3626
PLUM CREEK ENTERS INTO DEFINITIVE AGREEMENT TO
PURCHASE 905,000 ACRES OF TIMBERLAND FROM
SAPPI FINE PAPER NORTH AMERICA
SEATTLE, WASHINGTON -- October 6, 1998 -- Plum Creek Timber Company, L.P.
(NYSE: PCL) announced today that it has signed a definitive agreement to
purchase 905,000 acres of forest lands in central Maine from Sappi Fine
Paper North America (S.D. Warren Company), a subsidiary of South African-
based Sappi Limited, for $180 million. The acquisition of these
timberlands will bring the total ownership of Plum Creek, which is the
sixth largest private timberland owner in the nation, to over 3.3 million
acres.
As part of the acquisition, Plum Creek will enter into a long-term
agreement to supply fiber from these timberlands to Sappi's paper facility
in Skowhegan, Maine. Plum Creek expects to retain the vast majority of the
70 employees who currently manage the lands.
"This acquisition fits Plum Creek's strategic objective of
expanding and enhancing our overall timberland ownership and making
acquisitions that are accretive to our overall cash flow," said Rick R.
Holley, President and Chief Executive Officer. "The Sappi timberlands are
among the most attractive timber properties in the Northeast and include
well-managed, productive hardwoods and softwoods in close proximity to
several sawmills, pulpmills and chipmills. These lands diversify our
timber holdings in a geographic region with very stable demand for wood
fiber."
"Plum Creek is delighted to assume the stewardship of these high-
quality timberlands," continued Holley. "Plum Creek employs innovative and
environmentally responsible management practices throughout our timberland
ownership. We will manage these lands in an environmentally progressive
manner."
Plum Creek has an open lands policy that provides the public
recreational opportunities on its timberland. The Company is also
committed to continue discussion with the State of Maine regarding
conservation easements on portions of Moosehead Lake and the Kennebec
River.
Completion of the transaction is subject to certain customary
conditions, but is not subject to financing. The transaction is expected
to close by the end of the year.
Plum Creek is one of the largest private timberland owners in the
nation with timberlands and mills located in the Pacific Northwest and
Southeast United States.
