CROWN PACIFIC PARTNERS L P
8-K, 1998-12-18
SAWMILLS & PLANTING MILLS, GENERAL
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                          ----------------------------



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                         Securities Exchange Act of 1934

                          ----------------------------


                Date of Earliest Event Reported: December 8, 1998



                          CROWN PACIFIC PARTNERS, L.P.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                        <C>                                 <C>   
 
          Delaware                                0-24976                          93-1161833
(State or other jurisdiction                (Commission File No.)             (I.R.S. Employer
of incorporation)                                                             Identification No.) 

</TABLE>



                    121 SW Morrison Street, Suite 1500 97204
                                Portland, Oregon
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (503) 274-2300





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<PAGE>



Item 5.  Other Events


         On  December  8,  1998  Crown  Pacific  Partners,  L.P.  announced  the
completion of an equity  offering of 2,562,443  common units at $21.25 per unit,
as more fully  described  in the press  release  filed as  Exhibit  99.1 to this
Current Report on Form 8-K. 

         (c)      Exhibits

         99.1     Press Release, dated December 8, 1998.



                                       -2-

<PAGE>




                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                   CROWN PACIFIC PARTNERS, L.P.

                                   By:      Crown Pacific Management Limited
                                            Partnership, as General Partner


                                            By: /s/ Richard D. Snyder
                                               --------------------------
                                               Richard D. Snyder
                                               Vice President and Chief
                                               Financial Officer
                                               (Duly Authorized Officer and 
                                               Principal Financial and
                                               Accounting Officer)



Date:  December 17, 1998



                                       -3-




                                                                Exhibit 99.1

Contacts:    Financial Inquiries:                  Media Inquiries:
                  Mark B. Conan                        Robert S. (Bob) Hess
                  Crown Pacific                        Crown Pacific
                  (503) 274-2300                       (503) 274-2300


CROWN PACIFIC COMPLETES PUBLIC OFFERING OF 2.56 MILLION COMMON UNITS


Portland,  Ore.  Dec. 8, 1998 Crown Pacific  Partners,  L.P.  (NYSE:  CRO) today
announced  it has  completed  an equity  offering of  2,562,443  common units at
$21.25 per unit. Included in the offering were 312,443 common units purchased by
general partners Fremont Investors,  Inc. and Peter W. Stott,  President and CEO
of Crown Pacific

The net proceeds of the offering will be used to repay the  company's  revolving
acquisition  line of credit.  Excess proceeds will be used for general  business
purposes,  including  repayment  of  other  indebtedness,  future  acquisitions,
capital expenditures or working capital.

PaineWebber   Incorporated   and  Salomon  Smith  Barney  Inc.  were  the  joint
book-running managers of this equity offering.

According  to Mr.  Stott,  "This public  offering  positions  Crown  Pacific for
continued growth through acquisitions by freeing up our $150 million acquisition
line of credit." Stott added, "Over the past decade, we have completed more than
$1.2  billion  of  acquisitions  that have  facilitated  our  strong  growth and
profitability. We look forward to maximizing the value of the investment made by
these new and current unitholders."

Crown  Pacific  now  has  24,103,632  common  units  outstanding,   compared  to
21,541,189 common units before the transaction. Crown Pacific also has 5,773,088
subordinated units outstanding.

                                     -more-




<PAGE>



Crown Pacific p. 2


A copy of the prospectus may be obtained from  PaineWebber  Incorporated or from
Salomon Smith Barney Inc.

Forward-Looking Statements

Information  contained  in  this  release  includes  forward-looking  statements
including  statements regarding the company's intentions or strategies regarding
the future  that are not  purely  historical.  Crown  Pacific  Partners,  L.P.'s
business  and  prospects  are  subject  to a  number  of  risks,  including  the
volatility of timber and lumber prices,  factors  limiting  harvesting of timber
including contractual obligations, governmental restrictions, weather and access
limitations,  as well as the substantial capital expenditures required to supply
its operations.

Additional  factors that could affect future performance  include  environmental
risks,   operating  risks  normally   associated   with  the  timber   industry,
competition,  government  regulation,  economic changes in the regions where the
company's products or substitute products are sold, including Southeast Asia and
Japan.  Other risk factors  include the increase in the value of the U.S. dollar
against foreign currencies,  and the ability of the Partnership to implement its
business  strategy.  These and other risks are  described  in the  Partnership's
registration  statements and reports filed from time to time on forms 10-K, 8-K,
and 10-Q and reports to unitholders, which are available from the company or the
United States Securities and Exchange Commission.

Crown Pacific  Partners,  L.P. is a leading  integrated  forest products company
with  extensive  timber  holdings and conversion  facilities  located in Oregon,
Washington,  Idaho and  Montana,  and  marketing  and sales  offices  located in
Oregon,  Arizona, Utah and California.  Additional information and news releases
may  be   obtained   from   Crown   Pacific's   Internet   page   at   HYPERLINK
http://www.crownpacificpartners.com  www.crownpacificpartners.com  or by calling
the partnership directly at (888) NYSE CRO (697-3276).

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