-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QeS9x9r/QZ5Awi+wQ63r2abnm79q7TxCl3NT4ce/1BSmDLdteh8cqgt75r0czvH4 9MaBzZ1TtQZVl+thWRidVw== 0000950172-98-001059.txt : 19981014 0000950172-98-001059.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950172-98-001059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981013 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO L P CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 911443693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10239 FILM NUMBER: 98723915 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 2300 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2064673600 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 2300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 8-K 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) OCTOBER 6, 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 (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation or organization) 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 Item 5. OTHER EVENTS On October 6, 1998, Plum Creek Timber Company, L.P., a Delaware limited partnership (the "Company"), executed a definitive agreement with S.D. Warren Company, a Pennsylvania corporation (the "Seller") for the acquisition of 905,000 acres of forest lands in central Maine for an aggregate purchase price of $180 million, subject to adjustment (the "Acquisition"). The Acquisition will bring the Company's total ownership of forest lands to over 3.3 million acres. The purchase price will be paid with approximately $3 million in cash and the remainder in the form of unsecured promissory notes from the Company to the Seller. The terms of the promissory notes will be determined based on market conditions at the time of closing. In addition, in connection with the Acquisition, the Company will enter into a long-term agreement with the Seller to supply fiber from these timberlands, at market prices, to the Seller's paper facility in Skowhegan, Maine. The Acquisition is subject to certain customary conditions including obtaining the necessary consents from the Seller's lenders, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of acceptable title insurance on the timberlands. The Acquisition is expected to close in the fourth quarter of 1998. The public announcement concerning the Acquisition is attached as Exhibit 99.1 to this document and is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated October 6, 1998 SIGNATURE 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 thereunto duly authorized. PLUM CREEK TIMBER COMPANY, L.P. By: Plum Creek Management Company, L.P. as General Partner Date: October 9, 1998 By: /s/ James A. Kraft __________________________________ James A. Kraft Vice President, General Counsel and Secretary EX-99 2 EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Contact: Michelle D. Monfor Director, Investor Relations (206) 467-3613 or 1-800-858-5347 Robert J. Jirsa Director, Corporate and Environmental Affairs (206) 467-3626 PLUM CREEK ENTERS INTO DEFINITIVE AGREEMENT TO PURCHASE 905,000 ACRES OF TIMBERLAND FROM SAPPI FINE PAPER NORTH AMERICA SEATTLE, WASHINGTON -- October 6, 1998 -- Plum Creek Timber Company, L.P. (NYSE: PCL) announced today that it has signed a definitive agreement to purchase 905,000 acres of forest lands in central Maine from Sappi Fine Paper North America (S.D. Warren Company), a subsidiary of South African- based Sappi Limited, for $180 million. The acquisition of these timberlands will bring the total ownership of Plum Creek, which is the sixth largest private timberland owner in the nation, to over 3.3 million acres. As part of the acquisition, Plum Creek will enter into a long-term agreement to supply fiber from these timberlands to Sappi's paper facility in Skowhegan, Maine. Plum Creek expects to retain the vast majority of the 70 employees who currently manage the lands. "This acquisition fits Plum Creek's strategic objective of expanding and enhancing our overall timberland ownership and making acquisitions that are accretive to our overall cash flow," said Rick R. Holley, President and Chief Executive Officer. "The Sappi timberlands are among the most attractive timber properties in the Northeast and include well-managed, productive hardwoods and softwoods in close proximity to several sawmills, pulpmills and chipmills. These lands diversify our timber holdings in a geographic region with very stable demand for wood fiber." "Plum Creek is delighted to assume the stewardship of these high- quality timberlands," continued Holley. "Plum Creek employs innovative and environmentally responsible management practices throughout our timberland ownership. We will manage these lands in an environmentally progressive manner." Plum Creek has an open lands policy that provides the public recreational opportunities on its timberland. The Company is also committed to continue discussion with the State of Maine regarding conservation easements on portions of Moosehead Lake and the Kennebec River. Completion of the transaction is subject to certain customary conditions, but is not subject to financing. The transaction is expected to close by the end of the year. Plum Creek is one of the largest private timberland owners in the nation with timberlands and mills located in the Pacific Northwest and Southeast United States. -----END PRIVACY-ENHANCED MESSAGE-----