8-K

UNITED STATES

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): December 15, 2008

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

999 Third Avenue, Suite 4300 Seattle, Washington	98104-4096
(Address of Principal Executive Offices)	(Zip Code)

(206) 467-3600

Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2. Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 15, 2008, Plum Creek Timber Company, Inc. (“Plum Creek”) completed the first phase of its previously announced sale of western Montana timberlands to The Nature Conservancy, a non-profit corporation of the District of Columbia, and The Trust for Public Land, a California nonprofit public benefit corporation. Plum Creek received $150 million in cash for approximately 130,000 acres of timberlands. The terms of the transaction are governed by a Real Estate Purchase and Sale Agreement dated as of June 30, 2008, as amended, pursuant to which The Nature Conservancy and the Trust for Public Land agreed to purchase, in the aggregate, approximately 310,000 acres of western Montana timberlands for a total purchase price of $502 million. In accordance with the terms of the agreement, the original purchase price of $510 million was reduced by $8 million in connection with the sale of a portion of the timberlands by Plum Creek to other parties pending the closing of the transaction.

Section 8. Other Events

Item 8.01 Other Events

The Plum Creek annual meeting of stockholders is scheduled to take place on May 6, 2009, and stockholders of record on March 10, 2009 will be entitled to vote at the meeting. In addition to the other items of business to be considered at the meeting (election of directors, ratifying vote on the appointment of the independent auditor and one shareholder proposal), shareholders will be asked to vote on and approve two separate amendments to the Plum Creek certificate of incorporation. The first is an amendment to increase the share ownership limitation from 5% to 9.8%, and the second is an amendment to conform the voting standard for uncontested director elections to the standard set forth in Plum Creek’s By-laws, which provide for a majority of votes cast standard. Plum Creek’s By-laws require that proposals of stockholders made outside of Rule 14a-8 of the Securities Exchange Act of 1934 be submitted not earlier than February 6, 2009, and not later than March 8, 2009. Article II, Section 5 of the By-laws governs submission of matters for presentation at stockholder meetings. To be considered timely under Rule 14a-4(c) of the Securities Exchange Act of 1934, such matters must be received at Plum Creek’s principal executive offices not later than March 8, 2009.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma financial information. The pro forma financial information required pursuant to Article 11 of Regulation S-X of the Securities Exchange Act of 1934 is filed herewith as, and incorporated herein by reference to, Exhibit 99.1.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.
10.1	Real Estate Purchase and Sale Agreement dated as of June 30, 2008, by and among Plum Creek Timberlands, L.P., a Delaware limited partnership and Plum Creek Land Company, a Delaware corporation, as Sellers, and The Nature Conservancy, a non-profit corporation of the District of Columbia, and The Trust for Public Land, a California nonprofit public benefit corporation, as Purchasers (incorporated by reference to Exhibit 10.1 to Form 8-K, File No. 1-10239, filed June 30, 2008).
99.1	Pro Forma Condensed Consolidated Financial Statements of Plum Creek Timber Company, Inc. (filed herewith).

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/ David W. Lambert
	David W. Lambert
	Senior Vice President and Chief Financial Officer

DATED: December 17, 2008

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
10.1	Real Estate Purchase and Sale Agreement dated as of June 30, 2008, by and among Plum Creek Timberlands, L.P., a Delaware limited partnership and Plum Creek Land Company, a Delaware corporation, as Sellers, and The Nature Conservancy, a non-profit corporation of the District of Columbia, and The Trust for Public Land, a California nonprofit public benefit corporation, as Purchasers (incorporated by reference to Exhibit 10.1 to Form 8-K, File No. 1-10239, filed June 30, 2008).
99.1	Pro Forma Condensed Consolidated Financial Statements of Plum Creek Timber Company, Inc. (filed herewith).

EX-99.1

Exhibit 99.1

PLUM CREEK TIMBER COMPANY, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The accompanying unaudited pro forma condensed consolidated financial information has been prepared to reflect the sale by Plum Creek of approximately 310,000 acres of timberlands (“Montana Timberlands”) located in its Northern Resources Segment for $502 million. The transaction is scheduled to close in three separate phases. On December 15, 2008, the company closed the first phase of the transaction for $150 million, approximately 130,000 acres. The remaining phases are scheduled for closing in December 2009 ($250 million, approximately 110,000 acres) and December 2010 ($102 million, approximately, 70,000 acres). Our book basis in the Montana Timberlands expected to be sold is approximately $214 million. In accordance with the pro forma presentation requirements, the company has summarized all three phases in the pro forma condensed consolidated financial information since management believes the second and third phase closings are probable.

Plum Creek primarily sold logs from the Montana Timberlands to the company’s Manufactured Products Segment. Historically, these sales were reported as intersegment transactions. In connection with the Montana Timberlands transaction, the company entered into a wood fiber supply agreement with the buyer to purchase logs at market-based prices for a period of ten years. The fiber supply agreement may be extended for an additional five years. The company expects that the wood volume purchased pursuant to the fiber supply agreement will not be a significant source of logs for its manufacturing facilities (less than 10% of its manufacturing facilities total log usage).

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2008 gives effect to the Montana Timberlands transaction as if it occurred on September 30, 2008. The unaudited pro forma condensed statements of income for the year ended December 31, 2007 and for the nine-month period ended September 30, 2008 gives effect to the Montana Timberlands transaction as if it occurred on January 1, 2007. The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments set forth in the accompanying notes. Management believes the assumptions used and the adjustments made are reasonable based on the information available.

The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what the company’s results of operations or financial position would have been had the Montana Timberlands transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information should not be considered representative of the company’s future financial position or results of operations.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with:

• the accompanying notes to the unaudited pro forma condensed consolidated financial statements;

• the company’s 2007 Annual Report on Form 10-K;

• the company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008;

• the company’s Current Report on Form 8-K dated June 30, 2008;

• the company’s Current Report on Form 8-K dated October 1, 2008.

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PLUM CREEK TIMBER COMPANY, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2008

(UNAUDITED)

(In Millions)	Previously Reported Amounts		Pro Forma Adjustments			Pro Forma Amounts
ASSETS
Current Assets:
Cash and Cash Equivalents	$	175	$	502	(a)	$	676
				(1	)(b)
Accounts Receivable		48					48
Like-Kind Exchange Funds Held in Escrow		69					69
Inventories		80					80
Assets Held for Sale		132					132
Other Current Assets		32					32
		536		501			1,037
Timber and Timberlands, net		3,863		(214	)(c)		3,649
Property, Plant and Equipment, net		179					179
Other Assets		66					66
Total Assets	$	4,644	$	287		$	4,931
LIABILITIES
Current Liabilities:
Current Portion of Long-Term Debt	$	300	$			$	300
Accounts Payable		48					48
Interest Payable		39					39
Other Current Liabilities		86					86
		473		—			473
Long-Term Debt		1,870					1,870
Line of Credit		432					432
Other Liabilities		81					81
Total Liabilities		2,856		—			2,856
Total Stockholders’ Equity		1,788		287	(d)		2,075
Total Liabilities and Stockholders’ Equity	$	4,644	$	287		$	4,931

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PLUM CREEK TIMBER COMPANY, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

(UNAUDITED)

(In Millions, Except Per Share Amounts)	Previously Reported Amounts			Pro Forma Adjustments			Pro Forma Amounts
Revenues:
Total Revenues	$	1,675		$	(4	)(e)	$	1,671
Costs and Expenses:
Total Cost of Goods Sold		1,124			(2	)(f)		1,122
Selling, General and Administrative		127						127
Total Costs and Expenses		1,251			(2	)		1,249
Other Operating Income (Expense), net		—			—			—
Operating Income		424			(2	)		422
Interest Expense, net		147						147
Income before Income Taxes		277			(2	)		275
Benefit for Income Taxes		(3	)					(3	)
Income From Continuing Operations	$	280		$	(2	)	$	278
Per Share Amounts:
Income From Continuing Operations per Share
- Basic	$	1.60		$			$	1.59
- Diluted	$	1.60		$			$	1.59
Weighted Average Number of Shares Outstanding
- Basic		174.5						174.5
- Diluted		175.0						175.0

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PLUM CREEK TIMBER COMPANY, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

(UNAUDITED)

(In Millions, Except Per Share Amounts)	Previously Reported Amounts			Pro Forma Adjustments			Pro Forma Amounts
Revenues:
Total Revenues	$	1,153		$	(5	)(g)	$	1,148
Costs and Expenses:
Total Cost of Goods Sold		836			(4	)(h)		832
Selling, General and Administrative		94						94
Total Costs and Expenses		930			(4	)		926
Other Operating Income (Expense), net		2						2
Operating Income		225			(1	)		224
Interest Expense, net		105						105
Income before Income Taxes		120			(1	)		119
Benefit for Income Taxes		(18	)					(18	)
Income From Continuing Operations	$	138		$	(1	)	$	137
Per Share Amounts:
Income From Continuing Operations per Share
- Basic	$	0.81		$			$	0.80
- Diluted	$	0.80		$			$	0.80
Weighted Average Number of Shares Outstanding
- Basic		171.3						171.3
- Diluted		171.8						171.8

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PLUM CREEK TIMBER COMPANY, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(a) Reflects the cash received by the company attributable to the 310,000 acres of Montana Timberlands sold (and expected to be sold). On December 15, 2008, the company closed the first phase of the transaction for $150 million, approximately 130,000 acres. The remaining phases are scheduled for closing in December 2009 ($250 million, approximately 110,000 acres) and December 2010 ($102 million, approximately 70,000 acres). In accordance with the pro forma presentation requirements, the company has summarized all three phases in the pro forma condensed consolidated financial information since management believes the second and third phase closings are probable.

(b) Reflects the transaction and selling costs that were (will be) paid by the company. Transaction and selling costs consist primarily of title and escrow services.

(c) Reflects the cost basis in the 310,000 acres of timberlands sold (and expected to be sold) of approximately $214 million. On December 15, 2008, the company closed the first phase of the transaction for $150 million, approximately 130,000 acres.

(d) Reflects the increase to retained earnings (Total Stockholders’ Equity) as a result of the net income realized upon consummation of the sales transaction. See footnotes (a), (b) and (c). The timberlands were (will be) sold by a wholly-owned operating partnership of the REIT and are not subject to corporate-level income tax.

(e) Reflects the elimination of the historical revenues for the year ended December 31, 2007 associated with the company’s harvesting and selling of timber directly attributable to the 310,000 acres of timberlands sold (and expected to be sold). Total revenues generated by the Montana Timberlands also included $15 million of intersegment revenues that were eliminated in the company’s consolidated revenues, and therefore, are not included in the pro forma adjustments.

(f) Reflects the elimination of the historical costs for the year ended December 31, 2007 associated with the company’s harvesting and selling of timber directly attributable to the 310,000 acres of timberlands sold. Total costs related to intersegment transactions from the Montana Timberlands are not included in the pro forma adjustments. No pro forma adjustments have been made for indirect or allocated costs.

(g) Reflects the elimination of the historical revenues for the nine months ended September 30, 2008 associated with the company’s harvesting and selling of timber directly attributable to the 310,000 acres of timberlands sold (and expected to be sold). Total revenues also included $9 million of intersegment revenues that were eliminated in the company’s consolidated revenues, and therefore, are not included in the pro forma adjustments.

(h) Reflects the elimination of the historical costs for the nine months ended September 30, 2008 associated with the company’s harvesting and selling of timber directly attributable to the 310,000 acres of timberlands sold. Total costs related to intersegment transactions are not included in the pro forma adjustments. No pro forma adjustments have been made for indirect or allocated costs.

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