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 18, 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
As previously announced, a Unitholder, individually and as a purported
representative of all Unitholders except the defendants and their
affiliates (the "Plaintiff"), filed a purported class action lawsuit in the
Court of Chancery in the State of Delaware against Plum Creek Timber
Company, L.P. (the "Partnership") and the Partnership's general partner and
the ultimate general partner of the general partner (collectively, the "GP
Defendants" and, together with the Partnership, the "Plum Creek
Defendants"). The lawsuit alleges that the Proxy Statement/Prospectus
mailed to Unitholders in connection with the proposed conversion (the
"Conversion Transaction") of the Partnership from a master limited
partnership to a real estate investment trust ("REIT") is false and
misleading and that, through alleged misstatements and omissions, the GP
Defendants have breached a fiduciary duty of candor to the Unitholders.
On March 18, 1999, the Court of Chancery issued an opinion (the
"Opinion") granting the Plaintiff's motion for preliminary injunction and
enjoined the Unitholder vote on the Conversion Transaction until the Plum
Creek Defendants have cured the disclosure deficiencies of the Proxy
Statement/Prospectus and the letter to Unitholders that accompanied the
Proxy Statement/Prospectus, by issuing a supplemental disclosure that is
consistent with the rulings in the Opinion. The Conversion Transaction was
scheduled to be voted upon at a Special Meeting of Unitholders on Monday,
March 22, 1999. The Partnership expects to convene and then adjourn the
Special Meeting of Unitholders to a subsequent date, which will be
determined as soon as possible. The Partnership believes the Conversion
Transaction is in the best interests of the Partnership and all of its
Unitholders.
The public announcement concerning the Partnership's intention to
adjourn the Special Meeting of Unitholders is attached as Exhibit 99.1 to
this document and is incorporated herein by reference.
ITEM 7. EXHIBITS
99.1 Press Release
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 19, 1999 By: /s/ DIANE M. IRVINE
__________________________________
Diane M. Irvine
Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
99.1 Press Release
PLUM CREEK TIMBER COMPANY, L.P. TO SEEK ADJOURNMENT
OF SPECIAL MEETING OF UNITHOLDERS
SEATTLE, WASHINGTON -- March 19, 1999 -- Plum Creek Timber Company, L.P.
(NYSE:PCL) announced that the Delaware Court of Chancery issued an opinion
late yesterday which preliminarily enjoins the Unitholder vote to approve
the Company's proposed conversion from a publicly traded Master Limited
Partnership to a publicly traded Real Estate Investment Trust (REIT),
pending disclosure of additional information related to the proposed
conversion. The ruling was issued in connection with a complaint filed by
a Unitholder on February 8, 1999.
Plum Creek said that it will promptly mail to its Unitholders
additional information related to the conversion, consistent with the
court's opinion.
The conversion was scheduled to be voted upon at a Special Meeting of
Unitholders on Monday, March 22, 1999. The Company expects to convene and
then adjourn the Special Meeting of Unitholders to a subsequent date, which
will be determined as soon as possible. Plum Creek believes the conversion
is in the best interests of the Company and all of its Unitholders.
Plum Creek is one of the largest private timberland owners in the
nation with timberlands and mills located in the Pacific Northwest,
Southern and Northeastern United States.
