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 22, 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 jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
999 THIRD AVENUE, SUITE 2300
SEATTLE, WASHINGTON 98104-4096
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 467-3600
ITEM 5. OTHER EVENTS
On March 22, 1999, the scheduled Special Meeting of Unitholders to
vote on the proposed conversion (the "Conversion Transaction") of the
Partnership from a master limited partnership to a real estate investment
trust ("REIT") was convened and adjourned until March 24, 1999. The
meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crown Plaza,
1113 Sixth Avenue, Seattle, Washington.
The Special Meeting was adjourned and the vote on the Conversion
Transaction delayed as a result of a previously announced decision by the
Delaware Court of Chancery issued on March 18, 1999, which preliminarily
enjoined the Unitholder vote on the Conversion Transaction pending
disclosure of additional information related to the Conversion Transaction.
The ruling was issued in connection with a complaint filed by a Unitholder
on February 8, 1999.
The reconvened Special Meeting is expected to be adjourned again to a
subsequent date to allow sufficient time for mailing to, and consideration
by, Unitholders of additional information consistent with the Court's
opinion.
The public announcement concerning the adjournment of 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 23, 1999 By: /s/ DIANE M. IRVINE
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Diane M. Irvine
Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Description
99.1 Press Release
PLUM CREEK TIMBER COMPANY, L.P.
ADJOURNS SPECIAL MEETING OF UNITHOLDERS
SEATTLE, WASHINGTON -- March 22, 1999 -- Plum Creek Timber Company,
L.P. (NYSE:PCL) announced that the scheduled Special Meeting of Unitholders
to vote on the Company's proposed conversion from a publicly traded Master
Limited Partnership to a publicly traded Real Estate Investment Trust
(REIT) was convened and then adjourned until Wednesday March 24, 1999. The
meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crowne Plaza,
1113 Sixth Avenue, Seattle, Washington.
The meeting was adjourned and the vote on the conversion transaction
delayed as a result of a previously announced decision issued by the
Delaware Court of Chancery on March 18, 1999. The decision preliminarily
enjoined the Unitholder vote on the proposed conversion pending disclosure
of additional information related to the conversion. The ruling was issued
in connection with a complaint filed by a Unitholder on February 8, 1999.
The reconvened Special Meeting is expected to be adjourned again to a
subsequent date to allow sufficient time for mailing to, and consideration
by, Unitholders of additional information consistent with the court's
opinion. Plum Creek said that additional information related to the
conversion will be mailed to Unitholders as soon as practicable.
Plum Creek continues to believe that 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.
