UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): 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. The
face amount of the unsecured promissory notes totals $171.4 million,
with the stated interest rates ranging from 7.62% to 7.83%. The fair
market value of the notes is $177.0 million, reflecting note premiums
due to the notes' above market interest rates.
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, File No. 1-10239, for the
quarter ended September 30, 1998.)
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.
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: January 25, 1998
Exhibit Index
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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, File No. 1-10239,
for the quarter ended September 30, 1998.)
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.