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) FEBRUARY 8, 1999
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 (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
On February 8, 1999, a unitholder ("Unitholder") of the Company,
individually and as a purported representative of all Unitholders (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 "Company"), the Company's general partner and the ultimate general
partner of the general partner (collectively, the "GP Defendants" and,
together with the Company, the "Plum Creek Defendants"), alleging that the
proxy statement/prospectus (the "Proxy Statement/Prospectus") included in
the registration statement on Form S-4, filed January 28, 1999, and
provided to all Unitholders in connection with seeking approval of the
proposed conversion (the "Conversion Transaction") of the Company from a
master limited partnership to a real estate investment trust ("REIT"), is
false and misleading. The Plaintiff alleges that, through alleged
misstatements and omissions, the GP Defendants have breached a fiduciary
duty of candor to the Unitholders. The Plaintiff seeks: (i) to enjoin
preliminarily and thereafter permanently the Conversion Transaction, (ii)
in the event the Conversion Transaction is consummated, to rescind and set
aside or award rescissory damages to the purported class, (iii) an
accounting to the purported class for their alleged damages and the Plum
Creek Defendants' alleged profits, (iv) costs, including experts' and
attorneys' fees, and (v) such other and further relief as the Court deems
just and proper. The Plum Creek Defendants dispute the Plaintiff's
allegations and intend to defend themselves vigorously.
The lawsuit described above (the "New Action") is being brought by
the same Unitholder who, as described in the Proxy Statement/Prospectus,
filed a purported class action lawsuit (the "Old Action") in the Chancery
Court against the Plum Creek Defendants, alleging that the receipt by the
owners of the general partner of a 27% equity interest in the REIT and of
certain special voting and board nomination rights in connection with the
Conversion Transaction violated the GP Defendants' fiduciary duties. On
December 17, 1998, the Chancery Court granted the Plum Creek Defendants'
motion to dismiss the Old Action. On January 11, 1999, the Plaintiff filed
a notice of appeal in the Supreme Court of the State of Delaware with
respect to the Old Action.
As further described in the Proxy Statement/Prospectus, the
general partner's decision to proceed with the Conversion Transaction is in
the sole discretion of the general partner, subject to receipt of the
requisite Unitholders' approval and satisfaction of the other conditions
precedent in the Agreement and Plan of Conversion (attached as Annex I to
the Proxy Statement/Prospectus). The general partner currently expects to
delay the consummation of the Conversion Transaction until the Old Action
is fully resolved to the general partner's satisfaction. Accordingly,
there can be no assurance as to whether the Conversion Transaction will be
consummated or, if consummated, the timing of such consummation.
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 its General Partner
Date: February 10, 1999 By: /s/ DIANE M. IRVINE
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Diane M. Irvine
Vice President and
Chief Financial Officer
