-----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, M39/5K1oAOoR4GT1qegmMjWeYFQlxPCMbmDIBZ1XMz9aV879XPZcQ4aYlYgvFEvw UZyWNRR243FvIh4BA5/UUg== 0000950172-99-000284.txt : 19990325 0000950172-99-000284.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950172-99-000284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUM CREEK TIMBER CO L P CENTRAL INDEX KEY: 0000849213 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] 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: 99570537 BUSINESS ADDRESS: STREET 1: 999 THIRD AVE STREET 2: SUITE 2300 CITY: SEATTLE STATE: WA ZIP: 98104-4096 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): MARCH 22, 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 (Commission (I.R.S. Employer of incorporation or File Number) Identification No.) 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 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 ----------------------------------- Diane M. Irvine Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description 99.1 Press Release EX-99 2 EXHIBIT 99.1 - PRESS RELEASE PLUM CREEK TIMBER COMPANY, L.P. ADJOURNS SPECIAL MEETING OF UNITHOLDERS SEATTLE, WASHINGTON -- March 22, 1999 -- Plum Creek Timber Company, L.P. (NYSE:PCL) announced that the scheduled Special Meeting of Unitholders to vote on the Company's proposed conversion from a publicly traded Master Limited Partnership to a publicly traded Real Estate Investment Trust (REIT) was convened and then adjourned until Wednesday March 24, 1999. The meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crowne Plaza, 1113 Sixth Avenue, Seattle, Washington. The meeting was adjourned and the vote on the conversion transaction delayed as a result of a 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. 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. Plum Creek said that additional information related to the conversion will be mailed to Unitholders as soon as practicable. Plum Creek continues to believe that the conversion is in the best interests of the Company and all of its Unitholders. Plum Creek is one of the largest private timberland owners in the nation with timberlands and mills located in the Pacific Northwest, Southern and Northeastern United States. -----END PRIVACY-ENHANCED MESSAGE-----