UNITED STATES 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): November 12, 1998 PLUM CREEK TIMBER COMPANY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-10239 91-1443693 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 999 Third Avenue, Suite 2300 Seattle, Washington 98104-4096 Telephone: (206) 467-3600 Item 2. Acquisition of Assets On November 12, 1998, the Partnership acquired 905,000 acres of forest lands in central Maine (the "Maine Timberland Acquisition") from S.D. Warren Company, a Pennsylvania corporation, for a purchase price of $180 million. The purchase price was determined through arm's length negotiations. As part of the acquisition, the Partnership entered into a long-term fiber supply agreement to supply fiber to S.D. Warren Company's paper facility in Skowhegan, Maine, at prevailing market prices. The acquisition was financed with approximately $3 million in cash and the balance with unsecured promissory notes that were issued to the seller. The notes have an average maturity of 10 years with an expected average interest rate ranging from 7% to 8%. Item 7. Exhibits (c) Exhibits 2.5 Purchase and Sale Agreement by and between S.D. Warren Company as seller and Plum Creek Timber Company, L.P. as purchaser, dated as of October 5, 1998. (Incorporated by reference to Registrant's Form 10-Q for the quarter ended September 30, 1998, file no. 1-10239.) 4.7 Senior Note Agreement, dated as of November 12, 1998, Series E due February 12, 2007, Series F due February 12, 2009, Series G due February 12, 2011. See attached exhibit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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. (Registrant) By: Plum Creek Management Company, L.P. as General Partner By: /s/ DIANE M. IRVINE ----------------------- Diane M. Irvine Vice President and Chief Financial Officer (Duly Authorized Officer) Date: November 19, 1998 Exhibit Index ------------- Exhibit Description 2.5 Purchase and Sale Agreement by and between S.D. Warren Company as seller and Plum Creek Timber Company, L.P. as purchaser, dated as of October 5, 1998. (Incorporated by reference to Registrant's Form 10-Q for the quarter ended September 30, 1998, file no. 1-10239.) 4.7 Senior Note Agreement, dated as of November 12, 1998, Series E due February 12, 2007, Series F due February 12, 2009, Series G due February 12, 2011. See attached exhibit. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.