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) MARCH 29, 1999 ------------------- PLUM CREEK TIMBER COMPANY, L.P. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 1-10239 91-1443693 -------- ----------- ---------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 999 THIRD AVENUE, SUITE 2300 SEATTLE, WASHINGTON 98104-4096 ---------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (206) 467-3600 2 ITEM 5. OTHER EVENTS On March 29, 1999, the previously adjourned Special Meeting of Unitholders to vote on the proposed conversion of the Partnership from a master limited partnership to a real estate investment trust (REIT) was convened and adjourned again until April 19, 1999. The meeting will reconvene on that date at 9:00 a.m. PST at the Holiday Inn Crowne Plaza, 1113 Sixth Avenue, Seattle, Washington, at which time the Partnership expects to take the vote on the proposed conversion. The Special Meeting was adjourned and the vote on the proposed conversion delayed to allow time for the Unitholders to review and consider additional information concerning the proposed conversion, consistent with the previously announced decision issued by the Delaware Court of Chancery on March 18, 1999. The decision preliminarily enjoined the Unitholder vote on the proposed conversion pending disclosure of additional information related to the conversion. Consistent with the Court's decision, the Partnership has commenced mailing to Unitholders of a Supplement to the Proxy Statement/Prospectus which contains additional information related to the proposed conversion. The Supplement to the Proxy Statement/Prospectus is attached as Exhibit 99.1 to this document and is incorporated herein by reference. ITEM 7. EXHIBITS 99.1 Supplement to Proxy Statement/Prospectus 99.2 Press Release 2 3 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. its General Partner Date: March 29, 1999 By: /s/ DIANE M. IRVINE ----------------------------------- Diane M. Irvine Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Supplement to Proxy Statement/Prospectus 99.2 Press Release 4