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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 THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 11, 1996
PLUM CREEK TIMBER COMPANY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-10239 91-1443693
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
999 Third Avenue, Suite 2300
Seattle, Washington 98104-4096
Telephone: (206) 467-3600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 27, 1996, Plum Creek Timber Company, L.P. ("Plum Creek" or
the "Partnership") and its subsidiary Plum Creek Manufacturing, L.P.
("Manufacturing") entered into agreements (the "Newport Agreements") to sell to
Stimson Lumber Company ("Stimson") 107,000 acres of timberland located in
Northeast Washington and Northern Idaho (the "Newport Timberlands"), along with
Manufacturing's sawmill near Colville, Washington (the "Arden Sawmill", together
with the Newport Timberlands, the "Newport Assets", and collectively the
"Newport Asset Sale"). The Newport Asset Sale closed on October 11, 1996, for
a cash purchase price of $143.7 million, plus $8.5 million for working capital,
subject to certain customary post-closing adjustments. Under the Newport
Agreements, the Partnership retained certain pre-closing liabilities and
indemnified Stimson for certain post-closing liabilities. The sale price for
the Newport Asset Sale was determined through arm's length negotiations.
On August 6, 1996, the Partnership entered into an agreement (as
amended on October 16, 1996, the "Riverwood Purchase Agreement") with Riverwood
International Corporation ("Riverwood International") to acquire approximately
529,000 acres (plus approximately 9,000 leased acres) of timberlands in
Louisiana, Arkansas and Texas, along with two sawmills, a plywood plant and a
nursery (the "Riverwood Acquisition"; collectively, the timberlands,
sawmills, plywood plant and nursery are referred to herein as the "Riverwood
Assets"). The Riverwood Acquisition closed on October 18, 1996, for a cash
purchase price of $540 million, plus $11.9 million for working capital,
subject to certain customary post-closing adjustments. The purchase price for
the Riverwood Acquisition was determined through arm's length negotiations.
The Partnership intends to use the assets obtained in the Riverwood
Acquisition in its timber and wood products business. As part of the Riverwood
Acquisition, Plum Creek entered into a long-term agreement to supply a
significant portion of the pine pulpwood and residual chip requirements of
Riverwood International's paperboard plant in West Monroe, Louisiana, as well as
a portion of the plant's needs for hardwood pulpwood, at prevailing market
prices. The Partnership also assumed certain pre-closing liabilities and
indemnified Riverwood International for certain post-closing liabilities.
The Partnership financed the Riverwood Acquisition from cash on hand,
including proceeds from certain ordinary course asset dispositions, the proceeds
from the Newport Asset Sale and borrowings under the Partnership's two new bank
credit facilities. These facilities, dated as of October 17, 1996, between the
Partnership and Bank of America National Trust and Savings Association, consist
of a five-year $400 million unsecured, revolving credit facility (the "New Line
of Credit") and an 18-month $250 million unsecured bridge facility (the "Bridge
Facility", and, together with the New Line of Credit, the "New Bank
Facilities"). To effect the Riverwood Acquisition, the Partnership borrowed $50
million under the Bridge Facility and $322 million under the New Line of Credit.
Of the borrowings under the New Line of Credit, $12 million was used to repay
all amounts outstanding under the Partnership's prior lines of credit (the
"Existing Lines of Credit"). No further borrowings are permitted under the
Bridge Facility.
On September 11, 1996, the Partnership filed a registration statement
on Form S-3 (File No. 333-11727) (as amended, the "Registration Statement") with
the
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Securities and Exchange Commission (the "Commission") relating to the
Partnership's public offering of 5,000,000 Depositary Units Representing Limited
Partner Interests (the "Units"). On October 22, 1996, the Registration Statement
was declared effective by the Commission. On October 22, 1996 the Partnership
filed a registration statement on Form S-3 pursuant to Rule 462(b) under the
Securities Act of 1933 (File No. 333-14623) relating to the Partnership's public
offering of an additional 100,000 Units, which registration statement became
effective upon filing. The net proceeds from the Units offering, expected to
settle on October 28, 1996, will be used first to repay all amounts outstanding
under the Bridge Facility and second to reduce amounts outstanding under the New
Line of Credit. The Company may sell an additional 765,000 Units pursuant to an
"over-allotment option" granted to the underwriters of the Units offering, the
net proceeds of which would be used to reduce amounts outstanding under the New
Line of Credit.
The foregoing descriptions of the Riverwood Purchase Agreement and the
Newport Agreements, and the transactions contemplated thereby, are not intended
to be complete and are qualified in their entirety by the complete text of those
agreements, filed as Exhibits 2.1, 2.2, 2.3 and 2.4 hereto, and incorporated
herein by reference. For a more detailed description of the Riverwood
Acquisition and the Newport Asset Sale, see the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The required financial statements were previously provided in the
Partnership's registration statement on Form S-3, File No. 333-11727,
as amended.
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(b) Pro Forma Financial Information
PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA FINANCIAL STATEMENTS
The Unaudited Combined Pro Forma Financial Statements reflect the
consummation of the Newport Asset Sale and the Riverwood Acquisition and the
financing thereof, including borrowings under the New Bank Facilities and the
public offering of the Units (which public offering is expected to settle on
October 28, 1996) by the Partnership (collectively, the "Transactions"), as more
fully described in the accompanying notes. The Unaudited Combined Pro Forma
Statements of Income assume the Transactions occurred as of January 1, 1995. The
Unaudited Combined Pro Forma Balance Sheet assumes the Transactions occurred on
June 30, 1996. The Riverwood Acquisition will be accounted for as a purchase in
accordance with the provisions of Accounting Principles Board Opinion No. 16,
"Business Combinations."
The pro forma adjustments are based upon currently available information
and certain estimates and assumptions, and therefore the actual adjustments may
differ from the pro forma adjustments. However, the Partnership believes that
the assumptions provide a reasonable basis for presenting the significant
effects of the Transactions as contemplated and that the pro forma adjustments
give appropriate effect to those assumptions and are properly applied to the
unaudited combined pro forma financial statements. The pro forma results of
operations are not necessarily indicative of results that would have occurred or
of the future results of operations.
PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
PLUM CREEK
PLUM CREEK DIVISION PRO FORMA COMBINED
HISTORICAL(a) HISTORICAL(b) ADJUSTMENTS PRO FORMA
------------- ------------- ----------- -----------
Revenues.................................. $ 585,074 $ 159,749 $ (67,803)(c) $ 688,766
9,377 (d)
2,369 (e)
----------- -------- ---------- -----------
Costs and expenses:
Cost of goods sold...................... 388,450 109,195 (52,458)(c) 462,473
9,377 (d)
7,519 (f)
390 (g)
Selling, general and administrative..... 37,648 3,340 (788)(c) 40,191
(9)(h)
----------- -------- ---------- -----------
Total costs and expenses............. 426,098 112,535 (35,969) 502,664
----------- -------- ---------- -----------
Operating income.......................... 158,976 47,214 (20,088) 186,102
Interest expense.......................... (46,836) (18,347)(i) (65,183)
Interest income........................... 1,073 1,073
Other income (expense) -- net............. (1,910) 2,369 (2,369)(e) (1,910)
----------- -------- ---------- -----------
Income before income taxes................ 111,303 49,583 (40,804) 120,082
Provision for income taxes................ 572 572
----------- -------- ---------- -----------
Net income/Excess of revenues over costs
and expenses............................ $ 110,731 $ 49,583 $ (40,804) $ 119,520
General Partner interest.................. 22,487 2,722 (j) 25,209
----------- -------- ---------- -----------
Net income allocable to
Unitholders/Riverwood International..... $ 88,244 $ 49,583 $ (43,526)(j) $ 94,301
=========== ======== ========== ===========
Net income per Unit(j).................... $ 2.17 $ 2.06
=========== ===========
Average Units outstanding................. 40,608,300 5,100,000 (k) 45,708,300
=========== ========== ===========
See Accompanying Notes to Unaudited Combined Pro Forma Financial Statements
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PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
PLUM CREEK
PLUM CREEK DIVISION PRO FORMA COMBINED
HISTORICAL(a) HISTORICAL(b) ADJUSTMENTS PRO FORMA
------------- ------------- ----------- ----------
Revenues......................................... $ 283,466 $83,902 $ (29,142)(c) $ 343,862
4,770 (d)
866 (e)
---------- ------- --------- ----------
Costs and expenses:
Cost of goods sold............................. 187,912 52,598 (24,245)(c) 225,102
4,770 (d)
3,917 (f)
150 (g)
Selling, general and administrative............ 17,941 2,371 (408)(c) 19,352
(552)(h)
---------- ------- --------- ----------
Total costs and expenses..................... 205,853 54,969 (16,368) 244,454
---------- ------- --------- ----------
Operating income................................. 77,613 28,933 (7,138) 99,408
Interest expense................................. (23,754) (9,410)(i) (33,164)
Interest income.................................. 621 621
Other income (expense) -- net.................... (984) 866 (866)(e) (984)
---------- ------- --------- ----------
Income before income taxes....................... 53,496 29,799 (17,414) 65,881
Provision for income taxes....................... 570 570
---------- ------- --------- ----------
Net income/Excess of revenues over costs and
expenses....................................... $ 52,926 $29,799 $ (17,414) $ 65,311
General Partner interest......................... 10,531 1,438(j) 11,969
---------- ------- --------- ----------
Net income allocable to Unitholders/Riverwood
International.................................. $ 42,395 $29,799 $ (18,852)(j) $ 53,342
========== ======= ========= ==========
Net income per Unit(j)........................... $ 1.04 $ 1.17
========== ==========
Average Units outstanding........................ 40,608,300 5,100,000(k) 45,708,300
========== ========= ==========
See Accompanying Notes to Unaudited Combined Pro Forma Financial Statements
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PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
DIVISION HISTORICAL(b)
------------------------------
THREE MONTHS
ENDED THREE MONTHS PLUM CREEK
PLUM CREEK MARCH 27, 1996 ENDED PRO FORMA COMBINED
HISTORICAL(a) (PREDECESSOR) JUNE 29, 1996 ADJUSTMENTS PRO FORMA
------------- -------------- ------------- ----------- -----------
Revenues.............................. $ 266,438 $ 37,336 $36,162 $ (31,810)(c) $ 316,008
7,491 (d)
391 (e)
---------- -------- ------- --------- -----------
Costs and expenses:
Cost of goods sold.................. 190,903 22,903 24,311 (25,542)(c) 223,330
7,491 (d)
2,940 (f)
324 (g)
Selling, general and
administrative.................... 15,387 579 475 (325)(c) 16,283
167 (h)
---------- -------- ------- --------- -----------
Total costs and expenses.......... 206,290 23,482 24,786 (14,945) 239,613
---------- -------- ------- --------- -----------
Operating income...................... 60,148 13,854 11,376 (8,983) 76,395
Interest expense...................... (23,061) (6,886) (1,522)(i) (31,469)
Interest income....................... 331 331
Other income (expense) -- net......... (83) 14 377 (391)(e) (83)
---------- -------- ------- --------- -----------
Income before income taxes............ 37,335 13,868 4,867 (10,896) 45,174
Provision for income taxes............ 443 443
---------- -------- ------- --------- -----------
Net income/Excess of revenues over
costs and expenses.................. $ 36,892 $ 13,868 $ 4,867 $ (10,896) $ 44,731
General Partner interest.............. 11,537 1,514 (j) 13,051
---------- -------- ------- --------- -----------
Net income allocable to Unitholders/
Riverwood International............. $ 25,355 $ 13,868 $ 4,867 $ (12,410)(j) $ 31,680
========== ======== ======= ========= ===========
Net income per Unit(j)................ $ 0.62 $ 0.69
========== ===========
Average Units outstanding............. 40,608,300 5,100,000 (k) 45,708,300
========== ========= ===========
See Accompanying Notes to Unaudited Combined Pro Forma Financial Statements
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PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA BALANCE SHEET
AS OF JUNE 30, 1996
(DOLLARS IN THOUSANDS)
PLUM CREEK
PLUM CREEK DIVISION PRO FORMA COMBINED
HISTORICAL(a) HISTORICAL(b) ADJUSTMENTS PRO FORMA
------------- ------------- ----------- ----------
ASSETS
Current assets:
Cash and cash equivalents............. $ 61,849 $ 150,601(l) $ 59,717
128,766(k)
278,265(m)
(2,132)(m)
(557,632)(n)
Accounts receivable................... 38,442 $ 6,554 (6,554)(o) 38,442
Inventories........................... 44,946 7,718 (7,477)(l) 45,187
Timber contract deposits.............. 1,646 7,264 8,910
Other current assets.................. 7,809 (625)(l) 7,184
-------- -------- --------- ----------
154,692 21,536 (16,788) 159,440
Timber and timberlands -- net........... 454,449 489,028 (18,553)(l) 947,849
22,925(n)
Property, plant and equipment -- net.... 162,996 40,713 (18,899)(l) 177,494
(7,316)(n)
Other assets............................ 17,176 2,132(m) 19,308
-------- -------- --------- ----------
Total assets.................. $ 789,313 $ 551,277 $ (36,499) $1,304,091
======== ======== ========= ==========
LIABILITIES
Current liabilities:
Current portion of long-term debt..... $ 17,400 $ 17,400
Accounts payable...................... 12,361 $ 1,014 $ (1,014)(o) 12,361
Interest payable...................... 7,313 6,886 (6,886)(o) 7,313
Wages payable......................... 6,897 1,233 1,000(n) 7,897
(1,233)(o)
Taxes payable......................... 5,827 5,827
Workers' compensation liabilities..... 2,014 2,014
Other current liabilities............. 7,465 1,743 272(1) 7,737
(1,743)(o)
-------- -------- --------- ----------
59,277 10,876 (9,604) 60,549
Long-term debt.......................... 402,400 275,000 (275,000)(o) 402,400
Lines of credit......................... 97,500 278,265(m) 375,765
Workers' compensation liabilities....... 8,685 8,685
Other liabilities....................... 2,545 238 1,700(n) 4,245
(238)(o)
-------- -------- --------- ----------
Total liabilities............. 570,407 286,114 (4,877) 851,644
-------- -------- --------- ----------
Commitments and contingencies
CAPITAL
Riverwood International's net
investment............................ 265,163 (265,163)(o)
Limited Partners' Units................. 219,676 128,766(k) 451,121
102,679(l)
General Partner......................... (770) 2,096(l) 1,326
-------- -------- --------- ----------
Total capital...................... 218,906 265,163 (31,622) 452,447
-------- -------- --------- ----------
Total liabilities and
capital..................... $ 789,313 $ 551,277 $ (36,499) $1,304,091
======== ======== ========= ==========
See Accompanying Notes to Unaudited Combined Pro Forma Financial Statements
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PLUM CREEK TIMBER COMPANY, L.P.
UNAUDITED COMBINED PRO FORMA FINANCIAL STATEMENTS
(a) See Notes to Combined Financial Statements filed in the Registration
Statement for the basis of presentation of the Plum Creek Historical
Financial Statements.
(b) See Notes to Financial Statements filed in the Registration Statement for
the basis of presentation of the Riverwood U.S. Timberlands/ Wood Products
Division (the "Division") Historical Financial Statements. For income
statement purposes herein, research, development and engineering costs have
been grouped with selling, general and administrative expenses. For balance
sheet purposes herein, prepaid expenses have been reclassified as timber
contract deposits in the historical financial statements column.
(c) Elimination of the historical operating results for the Newport Timberlands
and the Arden Sawmill reflecting the disposition of the these assets
pursuant to the Newport Asset Sale. Depreciation, depletion and
amortization of approximately $4.0 million, $1.9 million and $2.0 million
for the year ended December 31, 1995 and the six months ended June 30, 1995
and 1996, respectively, is included in the cost of goods sold elimination.
Capital expenditures for the year ended December 31, 1995 and the six
months ended June 30, 1995 and 1996 related to the Newport Assets were
approximately $1.7 million, $1.0 million and $1.5 million, respectively.
(d) Reclassification of certain items from cost of sales to revenues for
consistency with Plum Creek's accounting policies.
(e) Reclassification of other income to revenues for consistency with Plum
Creek's accounting policies.
(f) As a result of the Riverwood Acquisition, the Partnership will record a
step-up in the basis of the assets acquired to reflect the purchase price.
The following reflects the resulting increase in depreciation, depletion
and amortization:
YEAR ENDED SIX MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, 1995 JUNE 30, 1995 JUNE 30, 1996
----------------- ---------------- ----------------
(IN THOUSANDS)
Elimination of historical
depreciation, depletion and
amortization.................. $(7,110) $ (3,811) $ (4,472)
New depreciation, depletion and
amortization expense related
to Riverwood Assets acquired
by the Partnership............ 14,629 7,728 7,412
------- ------- -------
Net Adjustment........ $ 7,519 $ 3,917 $ 2,940
======= ======= =======
Depletion (cost of timber harvested) is determined based on the volume of
timber harvested in relation to the total amount of estimated recoverable
timber, taking into effect the basis of the new assets. The cost of logging
roads is amortized over the estimated useful life on a straight-line basis.
Depreciation is provided for on a straight-line basis for buildings and on
a unit-of-production basis for machinery and equipment.
(g) Reflects an assumed increase in cost of goods sold related to pension
expense, retiree medical expense and employee benefits (to include amounts
consistent with Plum Creek's benefit plans).
(h) Reflects the assumed increase in certain general and administrative
expenses for items that were not historically allocated to the Division or
that are expected to increase because of Plum Creek's operation of the
Division, including additional computer system costs, travel, professional
fees and rent expenses. In addition, the adjustment reflects the
elimination of stock-based incentive compensation incurred by the Division
that the Partnership has determined will not be recurring after the
Riverwood Acquisition. The adjustment reflects the net change resulting
from the above items. The Partnership does not expect to incur material
integration costs or non-recurring charges or credits related to the
Riverwood Acquisition.
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(i) Reflects additional interest expense (including amortization of related
deferred financing fees) related to the New Line of Credit, net of the
elimination of the Division's historical interest expense, assuming an
outstanding balance of $375.8 million on the New Line of Credit at annual
interest rates of 6.44%, 6.61%, and 5.89% for the year ended December 31,
1995 and the six months ended June 30, 1995 and 1996, respectively. A
0.25% change in the interest rate would have an annual impact of $0.8
million on net income. The Partnership anticipates that a portion of the
outstanding borrowings under the New Line of Credit will be reduced with
the proceeds from approximately $200 million aggregate principal amount of
unsecured senior notes of the Partnership that are expected to be issued
in a private placement that is expected to close in mid-November 1996 (the
"New Notes Offering"). The Partnership may postpone or not consummate the
New Notes Offering. The impact of such issuance of long-term notes bearing
interest at an assumed annual rate of 8% would be an increase in interest
expense for every $50 million of borrowings so refinanced of $0.8 million,
$0.3 million and $0.5 million for the year ended December 31, 1995 and the
six months ended June 30, 1995 and 1996, respectively. The New Line of
Credit has replaced the Existing Lines of Credit.
(j) Net income per Unit assumes 45,708,300 Units outstanding for the pro forma
periods. Net income attributable to Unitholders represents pro forma net
income less the General Partner interest, which is based on 2% of the
Partnership's combined net income (adjusted for the incentive
distribution), plus the incentive distribution, as provided for in the
Partnership Agreement. For purposes of calculating the incentive
distribution, per Unit distributions for the additional 5,100,000 Units
were assumed to equal historical per Unit distributions.
(k) Reflects the issuance of 5,100,000 Units, by the Partnership at an
offering price of $26 3/4 per Unit for net proceeds of $128.8 million
(after deducting underwriting discount and estimated offering expenses).
(l) Reflects the receipt of the net proceeds, the elimination of the assets
sold and the estimated net gain for financial statement purposes related
to the Newport Asset Sale. The estimated net proceeds include $143.7
million for the Newport Timberlands and the Arden Mill plus $8.7 million
for working capital (the June 30, 1996 balances were used for pro forma
purposes), net of estimated costs associated with the sale of $1.8
million.
(m) Reflects the New Line of Credit and the payment of the related debt
issuance costs (from existing cash balances), net of retirement of the
Existing Lines of Credit.
(n) Reflects purchase of the Riverwood Assets and the allocation of the total
purchase price of $560.3 million, based on currently available information
and certain estimates and assumptions, as follows:
IN THOUSANDS
------------
Elimination of historical cost of the Division's timber and
timberlands, net of accumulated depletion and amortization........... $ (489,028)
Purchase of Southern Timberlands (as defined in the Registration
Statement)........................................................... 511,953
---------
Net adjustment............................................... $ 22,925
=========
Elimination of historical cost of the Division's property, plant and
equipment, net of accumulated depreciation........................... $ (40,713)
Purchase of the Southern Region (as defined in the Registration
Statement) property, plant and equipment............................. 33,397
---------
Net adjustment............................................... $ (7,316)
=========
The purchase price of $560.3 million consists of $555.0 million paid to the
seller for the Riverwood Assets, including certain working capital items
(estimates herein reflect the June 30, 1996 balances; such amounts will be
based on the balances at closing), the assumption of $2.7 million in
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the seller related to certain employee benefits and $2.6 million in
estimated acquisition expenses. Funding of the purchase price for pro
forma purposes was assumed to include the following:
Proceeds from borrowings under New Line of Credit...................... $278,265
Net proceeds from Newport Asset Sale................................... 150,601
Net proceeds from issuance of 5,100,000 Units.......................... 128,766
Assumed liabilities.................................................... 2,700
--------
Total purchase price......................................... $560,332
========
The purchase price allocation, by categories of assets acquired and
obligations assumed, is as follows (the allocation is based on preliminary
estimates made by management of the fair value of assets acquired and
liabilities assumed, which are subject to refinement as additional
information becomes available):
IN THOUSANDS
------------
Assets acquired:
Inventories.......................................................... $ 7,718
Timber contract deposits............................................. 7,264
--------
Total current assets......................................... 14,982
--------
Timber and timberlands:
Land.............................................................. 56,275
Timber............................................................ 450,578
Roads............................................................. 5,100
--------
Total timber and timberlands................................. 511,953
--------
Property, plant and equipment........................................ 33,397
--------
Total assets................................................. $560,332
========
Liabilities assumed:
Current liabilities.................................................. $ 1,000
Other liabilities.................................................... 1,700
--------
Total liabilities............................................ $ 2,700
========
(o) Reflects the elimination of assets and liabilities that are included in the
historical Division financial statements that were not assumed by the
Partnership, consisting of receivables, certain liabilities, long-term debt
and Riverwood International's net investment.
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(c) Exhibits.
See the Exhibit Index following the Signature page of this Report and
incorporated herein by reference.
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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.
Date: October 23, 1996 BY: /s/ Diane M. Irvine
--------------------------------------
Diane M. Irvine
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
Exhibit
Number Description of Exhibit
------ ----------------------
2.1 Asset Purchase Agreement Among Plum Creek Timber Company,
L.P., Riverwood International Corporation and New River
Timber, LLC, dated August 6, 1996.(1)(2)
2.2 Amendment to Asset Purchase Agreement Among Plum Creek Timber
Company, L.P., Riverwood International Corporation and New
River Timber, LLC, dated October 16, 1996.
2.3 Timberland Purchase and Sale Agreement for Newport Unit
Timberlands by and between Plum Creek Timber Company, L.P. as
Seller, and Stimson Lumber Company as Purchaser, dated as of
September 27, 1996.(2)
2.4 Mill Asset Purchase and Sale Agreement By and Between Plum
Creek Manufacturing, L.P. as Seller, and Stimson Lumber
Company as Purchaser, dated as of September 27, 1996.(2)
99.1 Press Release dated August 7, 1996
99.2 Press Release dated September 4, 1996
99.3 Press Release dated October 11, 1996
99.4 Press Release dated October 21, 1996
(1) Previously filed as Exhibit 2 to the Current Report on Form 8-K
dated August 7, 1996, filed by Riverwood Holding, Inc., Commission file
no. 1-11113, and incorporated herein by reference.
(2) The schedules (or similar attachments) to this exhibit have been
omitted. Such schedules are listed at the end of the exhibit and copies
thereof will be furnished supplementally to the Commission upon
request.