SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PLUM CREEK TIMBER COMPANY, L.P.
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of filing fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) Fee paid previously with preliminary materials:
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date Filed:
February 12, 1999
Dear Fellow Unitholder:
In connection with the proposed conversion of Plum Creek's structure from a
publicly traded Master Limited Partnership (MLP) to a publicly traded Real
Estate Investment Trust (REIT), you should have received the proxy
statement/prospectus that was recently mailed. I urge you to read that
document carefully. Your vote is very important.
I would like to briefly remind you of the basic characteristics of the
conversion transaction as well as the key benefits that will be realized by
Unitholders from the transaction.
Basic Characteristics
o The conversion has been structured to be tax-free to Unitholders.
o All Unitholders will receive one REIT share for each MLP Unit
that is currently held.
o Following the conversion, Plum Creek will continue to have the
same management, assets, and focus on growth and value.
o We will continue to conduct the same business we've engaged in
as an MLP. Plum Creek is not getting into the real estate
business - we will remain a focused forest products company.
Key Benefits of the REIT Conversion
o The REIT has a tax efficient structure similar to that of the
MLP. The REIT will have substantially all of the advantages of
single-layer taxation, and investors will continue to receive
the flow-through benefit of capital gains. A significant
portion of the dividend will continue for the next several
years to be a non-taxable return of capital; and, importantly,
the Schedule K-1's will be eliminated, as you will receive a
Form 1099 in the future for tax reporting purposes.
o The conversion will not cause a change to our current annual
cash distribution of $2.28 per Unit. Moreover, our dividend
philosophy, which is to provide stable and rising dividends
over time, will not change.
o We believe that the REIT is a superior structure for growth, as
it will expand our access to equity and debt capital markets.
The REIT will permit a broader base of investors by allowing
institutions such as mutual funds to invest in Plum Creek,
which should enhance investor value compared to remaining a
MLP.
o The REIT conversion will eliminate the General Partner
incentive structure, resulting in the alignment of all
shareholder interests and a significantly lower cost of
capital. This latter fact will make future acquisitions more
accretive to cash flow and more beneficial to investors than
can occur under the MLP structure.
The proxy statement/prospectus contains a complete description of the
conversion transaction, including a presentation of the risks and benefits
relating thereto.
On behalf of the Board of Directors and management of Plum Creek, I urge
you to vote "FOR" the conversion. If you have not already sent in your
proxy, please sign and return the enclosed proxy card to our proxy
solicitor, Georgeson & Company Inc., as soon as possible. Please note that
if you do not vote, it will be treated the same as voting against the
conversion; therefore, it is important that you send in your proxy.
Thank you for your consideration of this proposal and your support of Plum
Creek.
Very truly yours,
Rick R. Holley
President and Chief Executive Officer
