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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) JULY 20, 1998
PLUM CREEK TIMBER COMPANY, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10239 91-1443693
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
999 THIRD AVENUE, SUITE 2300 98104-4096
SEATTLE, WASHINGTON ----------
---------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (206) 467-3600
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ITEM 5. OTHER EVENTS
Attached are the audited financial statements of Plum Creek Timber
Company, Inc., a Delaware corporation (the "Corporation") and wholly-owned
subsidiary of Plum Creek Timber Company, L.P. (the "Partnership"). The
Corporation has been formed in connection with the previously-announced,
proposed conversion of ownership interests in the Partnership into ownership
interests in the Corporation through the merger (the "Merger") of the
Partnership into Plum Creek Acquisition Partners, L.P., a Delaware limited
partnership and wholly-owned, indirect subsidiary of the Corporation.
Following the Merger, the Corporation will elect to be treated for Federal
income tax purposes as a real estate investment trust or "REIT."
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.
PLUM CREEK TIMBER COMPANY, L.P.
By: Plum Creek Management Company, L.P.,
as General Partner
Date: July 20, 1998 By: /S/ DIANE M. IRVINE
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Diane M. Irvine
Vice President and Chief Financial Officer
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Directors of
Plum Creek Timber Company, Inc.
In our opinion, the accompanying balance sheet presents fairly, in all material
respects, the financial position of Plum Creek Timber Company, Inc. at June 5,
1998, in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Company's management; our
responsibility is to express an opinion on the financial statement based on our
audit. We conducted our audit of this financial statement in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Seattle, Washington
July 1, 1998
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PLUM CREEK TIMBER COMPANY, INC.
BALANCE SHEET
As of June 5, 1998
ASSETS
Cash...............................................................$ 1
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LIABILITIES AND STOCKHOLDER'S EQUITY
Common Stock, $.01 par value, 1,000 shares authorized,
100 shares issued and outstanding.........................$ 1
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See accompanying Note to Balance Sheet.
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PLUM CREEK TIMBER COMPANY, INC.
NOTE TO BALANCE SHEET
NOTE 1. ORGANIZATION AND OPERATION
Plum Creek Timber Company, Inc. (the "Corporation") is a
Delaware corporation that was formed on June 5, 1998 to effectuate the
conversion of Plum Creek Timber Company, L.P. (the "Partnership"), a publicly
traded master limited partnership, to a publicly traded real estate investment
trust. The Partnership announced the terms of the conversion on June 8, 1998,
which must be approved by at least 66-2/3% of the outstanding limited partner
units of the Partnership.
The outstanding shares of the Corporation are presently owned
by the Partnership. In connection with the merger, the Partnership's timberlands
will be transferred to an operating partnership, with the remaining assets
(primarily the manufacturing operations) transferred to four taxable corporate
subsidiaries. The Corporation will be the general partner of the operating
partnership and the operating partnership will own 99% (all nonvoting) of the
outstanding common stock of each of the corporate subsidiaries. Management of
the Corporation will own the remaining 1% (all voting) of the corporate
subsidiaries' common stock.
In connection with the conversion, the Partnership will
indirectly merge with the Corporation. As a result of the conversion, the
limited partners of the Partnership will exchange their partnership units for an
equal number of shares in the Corporation. The general partner of the
Partnership will exchange its interest for a combination of common stock and
special voting stock in the Corporation.
The Corporation's only asset at June 5, 1998 is cash. The
Corporation has not conducted any operations and all activities related to the
conversion and the merger have been conducted by the Partnership and its general
partner.
