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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2000
PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10239 91-1443693
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
999 Third Avenue, Seattle, Washington 98104-4097
(Address of Principal Executive Offices) (Zip Code)
(206) 467-3600
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Registrant's Name or Former Address, if Changed Since Last Report)
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The text of the Form 8-K filed by Plum Creek Timber Company, Inc.
("Plum Creek") on July 20, 2000 is hereby amended to read in its entirety as
follows:
Item 5. Other Events.
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On July 18, 2000, Plum Creek Timber Company, Inc. ("Plum Creek") and
Georgia-Pacific Corporation ("Georgia-Pacific") announced that Plum Creek,
Georgia-Pacific and North American Timber Corp., NPI Timber, Inc., GNN Timber,
Inc., LRFP Timber, Inc., and NPC Timber, Inc., each a wholly owned subsidiary of
Georgia-Pacific (each a "Spinco" and collectively "The Timber Company"), had
entered into an Agreement and Plan of Merger, dated as of July 18, 2000 (the
"Merger Agreement") pursuant to which (i) immediately prior to the mergers
referred to in clause (ii) Georgia-Pacific will redeem all of the outstanding
shares of Georgia-Pacific Corporation-Timber Company Common Stock, par value
$0.80 per share ("Timber Stock") in exchange for all of the outstanding shares
of each of the Spincos by issuing one unit (a "Unit"), consisting of one share
of common stock of each Spinco, for each share of Timber Stock then outstanding
and (ii) each of the Spincos will merge with and into Plum Creek, with Plum
Creek as the surviving corporation (the "Mergers"). In connection with the
Mergers, each Unit will be exchanged for 1.37 shares of Plum Creek common stock,
par value $.01 per share ("Plum Creek Common Stock").
The Mergers are subject, among other things, to approval by the
stockholders of Plum Creek and the holders of the outstanding shares of Timber
Stock, and receipt of a ruling from the Internal Revenue Service that the
transaction is tax-free to Georgia-Pacific and Plum Creek, and to the
shareholders of Timber Stock. The transaction is also subject to receipt of
applicable governmental approvals and the satisfaction of customary closing
conditions.
PC Advisory Partners I, L.P. and PC Intermediate Holdings, L.P.
(together, the "Securityholders"), which own 164,987 and 16,333,722 shares of
Plum Creek Common Stock, respectively, and 6,346 and 628,220 shares of Plum
Creek special voting common stock, par value $.01 per share (the "Plum Creek
Special Voting Common Stock"), respectively, representing, in the aggregate,
approximately 24.99% of the outstanding Plum Creek Common Stock (assuming each
share of Plum Creek Special Voting Common Stock is converted into Plum Creek
Common Stock), have agreed, pursuant to a Voting Agreement and Consent dated as
of July 18, 2000 by and among Plum Creek, Georgia-Pacific and the
Securityholders (the "Voting Agreement"), subject to the terms and conditions
contained therein, to vote to
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approve the Merger Agreement, the Mergers and the transactions contemplated
thereby.
The Merger Agreement, the Voting Agreement and the joint press release
are incorporated by reference into this Item 5, and the foregoing description of
such documents and the transactions contemplated therein are qualified in their
entirety by reference to such exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
5.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation, Georgia-
Pacific Corporation, a Georgia corporation and North American Timber
Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP Timber, Inc., and NPC
Timber, Inc., each a Delaware corporation and a wholly owned
subsidiary of Georgia-Pacific Corporation. (Incorporated by reference
to Form 8-K, File No. 1-10239, filed by Plum Creek on July 20, 2000).
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and among
Plum Creek Timber Company, Inc., a Delaware corporation, Georgia-
Pacific Corporation, a Georgia corporation and each of the security
holders party thereto. (Incorporated by reference to Form 8-K, File
No. 1-10239, filed by Plum Creek on July 20, 2000).
99.1 Joint Press Release, dated July 18, 2000. (Incorporated by reference
to Form 8-K, File No. 1-10239, filed by Plum Creek on July 20, 2000).
SIGNATURE
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.
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PLUM CREEK TIMBER COMPANY, INC.
By: /s/ William R. Brown
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WILLIAM R. BROWN
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Date: July 24, 2000
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EXHIBIT INDEX
Exhibit
Designation Nature of Exhibit
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5.1 Agreement and Plan of Merger, dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and North
American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., LRFP
Timber, Inc., and NPC Timber, Inc., each a Delaware corporation
and a wholly owned subsidiary of Georgia-Pacific Corporation.
(Incorporated by reference to Form 8-K, File No. 1-10239, filed
by Plum Creek on July 20, 2000).
9.1 Voting Agreement and Consent dated as of July 18, 2000, by and
among Plum Creek Timber Company, Inc., a Delaware corporation,
Georgia-Pacific Corporation, a Georgia corporation and each of
the security holders party thereto. (Incorporated by reference to
Form 8-K, File No. 1-10239, filed by Plum Creek on July 20,
2000).
99.1 Joint Press Release, dated July 18, 2000. (Incorporated by
reference to Form 8-K, File No. 1-10239, filed by Plum Creek on
July 20, 2000).
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