1
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) JULY 1, 1999
PLUM CREEK TIMBER COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10239 91-1912863
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
999 THIRD AVENUE, SUITE 2300 98104-4096
SEATTLE, WASHINGTON (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (206) 467-3600
2
ITEM 5. OTHER EVENTS
On July 1, 1999, Plum Creek Timber Company, L.P., a Delaware limited
partnership (the "Partnership") completed its conversion from a publicly traded
limited partnership to a publicly traded real estate investment trust. This
conversion was accomplished through the simultaneous merger of the Partnership
with and into a wholly-owned subsidiary of Plum Creek Timber Company, Inc., a
Delaware corporation (the "Corporation"), and the merger of Plum Creek
Management Company, L.P., a Delaware limited partnership and the former general
partner of the Partnership, with and into the Corporation.
As a result of the completed mergers and the resulting exchange of the
Partnership's outstanding depositary units for the Corporation's common stock,
the Corporation became the successor registrant to the Partnership under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to its common stock, and will succeed to the Partnership's reporting obligations
thereunder. Pursuant to Rule 12g-3, promulgated under the Exchange Act, the
common stock of the Corporation is deemed to be registered under paragraph (b)
of Section 12 of the Exchange Act.
The Corporation's common stock will trade under the same symbol ("PCL")
on the New York Stock Exchange. In addition, the Corporation's common stock is
listed on the Pacific Exchange under the same symbol. A copy of the press
release announcing the completion of the conversion is attached hereto as an
exhibit and is incorporated herein by reference.
The description of the Corporation's securities is incorporated by
reference from the description set forth under the heading "Description of
Capital Stock" in the Prospectus contained in the registrant's Registration
Statement on Form S-4, as amended, filed with the Securities and Exchange
Commission on January 28, 1999 (Registration No. 333-71371).
Letters of Transmittal are being sent to the former holders of the
Partnership's depositary unit certificates requesting that they exchange their
depositary unit certificates for certificates representing shares of the
Corporation's common stock.
ITEM 7. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger, dated as of July 17, 1998, by and
among Plum Creek Timber Company, L.P., Plum Creek Timber
Company, Inc. and Plum Creek Acquisition Partners, L.P.*
2.2 Agreement and Plan of Merger, dated as of July 17, 1998, by and
between Plum Creek Timber Company, Inc. and Plum Creek
Management Company, L.P.*
3.1 Certificate of Incorporation of the Registrant
3.2 Amended and Restated Bylaws of the Registrant*
99.1 Press Release, dated July 1, 1999
2
3
* Incorporated by reference to the Registration Statement on Form S-4, as
amended, of Plum Creek Timber Company, Inc., filed with the Securities and
Exchange Commission (Registration No. 333-71371) dated January 28, 1999.
3
4
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, INC.
By: /s/ James A. Kraft
---------------------------------
James A. Kraft
Vice President, General Counsel
and Secretary
Date: July 1, 1999
4
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger, dated as of July 17, 1998, by and
among Plum Creek Timber Company, L.P., Plum Creek Timber
Company, Inc. and Plum Creek Acquisition Partners, L.P.*
2.2 Agreement and Plan of Merger, dated as of July 17, 1998, by and
between Plum Creek Timber Company, Inc. and Plum Creek
Management Com pany, L.P.*
3.1 Certificate of Incorporation of the Registrant
3.2 Amended and Restated Bylaws of the Registrant*
99.1 Press Release, dated July 1, 1999
* Incorporated by reference to the Registration Statement on Form S-4, as
amended, of Plum Creek Timber Company, Inc., filed with the Securities and
Exchange Commission (Registration No. 333-71371) dated January 28, 1999.
5