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) MARCH 12, 1999
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 98104-4096
SEATTLE, WASHINGTON (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (206) 467-3600
ITEM 5. OTHER EVENTS
FEDERAL INCOME TAX DEVELOPMENTS
The Clinton Administration's 1999 Budget Proposal (the "Proposal")
contains certain provisions which, if enacted into law, would affect REITs
in general and the REIT in particular. The tax-related provisions
contained in the Clinton Administration's 1998 Budget Proposal, which are
now superseded by the Proposal, are discussed in the Proxy
Statement/Prospectus under the heading "Risk Factors -- Other Tax Risks --
Uncertain Impact of Budget Proposal." The Partnership cannot predict
whether the Proposal will be enacted into law and, if enacted, what its
ultimate provisions would be. The Proposal does not contain any
legislative language and, therefore, it is difficult to assess its
potential impact.
One part of the Proposal, if enacted into law, would alter the current
Federal income tax treatment of the non-qualified REIT subsidiaries that
will conduct some of the operations of the REIT (the "Corporate
Subsidiaries"). The Proposal would supplement the current requirement that
a REIT own no more than 10% of the voting stock of any corporation with an
additional restriction that a REIT could own no more than 10% of the value
of all classes of stock of any corporation, including the stock of non-
qualified REIT subsidiaries. The Proposal describes in general terms
exceptions to the 10% vote or value limitation for certain new types of
REIT subsidiaries. The Company believes that the Corporate Subsidiaries
may fit within one of these newly proposed REIT subsidiaries, the total
value of which the Proposal would not permit to exceed 15% of a REIT's
total assets. The Proposal would also disallow interest deductions on
payments made by these new categories of REIT subsidiaries with respect to
debt owed directly or indirectly to a related REIT.
It is unclear what impact, if any, the provisions of the Proposal, if
enacted into law, would have on the Federal income tax treatment of the
Corporate Subsidiaries. The 15% limitation would not have a significant
impact on the contemplated activities of the REIT. The REIT, however, will
guarantee the debt of certain of its Corporate Subsidiaries. Under the
Proposal, interest deductions with respect to such debt might be
disallowed.
The Partnership will continue to monitor Congress' consideration of
the Proposal, but cannot predict whether one or more provisions will pass,
what form any final legislative language might take if so passed, or the
effective date of any such legislation. No assurance can be made that the
Proposal or other future legislation will not adversely affect the REIT's
financial condition or results of operations.
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.,
its General Partner
Date: March 12, 1999 By: /s/ DIANE M. IRVINE
-----------------------------
Diane M. Irvine
Vice President and
Chief Financial Officer
