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 22, 1999
PLUM CREEK TIMBER COMPANY, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10239 91-1443693
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
999 THIRD AVENUE, SUITE 2300
SEATTLE, WASHINGTON 98104-4096
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 467-3600
ITEM 5. OTHER EVENTS
On March 22, 1999, the scheduled Special Meeting of Unitholders to
vote on the proposed conversion (the "Conversion Transaction") of the
Partnership from a master limited partnership to a real estate investment
trust ("REIT") was convened and adjourned until March 24, 1999. The
meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crown Plaza,
1113 Sixth Avenue, Seattle, Washington.
The Special Meeting was adjourned and the vote on the Conversion
Transaction delayed as a result of a previously announced decision by the
Delaware Court of Chancery issued on March 18, 1999, which preliminarily
enjoined the Unitholder vote on the Conversion Transaction pending
disclosure of additional information related to the Conversion Transaction.
The ruling was issued in connection with a complaint filed by a Unitholder
on February 8, 1999.
The reconvened Special Meeting is expected to be adjourned again to a
subsequent date to allow sufficient time for mailing to, and consideration
by, Unitholders of additional information consistent with the Court's
opinion.
The public announcement concerning the adjournment of the Special
Meeting of Unitholders is attached as Exhibit 99.1 to this document and is
incorporated herein by reference.
ITEM 7. EXHIBITS
99.1 Press Release
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 23, 1999 By: /s/ DIANE M. IRVINE
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Diane M. Irvine
Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Description
99.1 Press Release