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 24, 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 24, 1999, the previously adjourned Special Meeting of
Unitholders to vote on the proposed conversion of the Partnership from a
master limited partnership to a real estate investment trust (REIT) was
convened and adjourned again until March 29, 1999. The meeting will
reconvene on that date 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 proposed
conversion delayed to allow time to prepare additional disclosure,
consistent with the 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 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. Additional information will be mailed to Unitholders as soon as
practicable.
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
By: /s/ DIANE M. IRVINE
Date: March 24, 1999 -----------------------------------
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 24, 1999 -- Plum Creek Timber Company,
L.P. (NYSE:PCL) announced that the Special Meeting of Unitholders that was
previously adjourned until today, was convened and then adjourned again
until Monday, March 29, 1999. The meeting will reconvene at 2:00 p.m. PST
at the Holiday Inn Crowne Plaza, 1113 Sixth Avenue, Seattle, Washington.
The purpose of the Special Meeting is to obtain Unitholder approval of
the proposal to convert Plum Creek's structure from a publicly traded
Master Limited Partnership (MLP) to a publicly traded Real Estate
Investment Trust (REIT).
The meeting was adjourned and the vote on the conversion transaction
delayed to allow time to prepare additional disclosure, consistent with the
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 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.
