Plum Creek Timber Co Inc – ‘8-K’ for 3/26/99

As of:  Wednesday, 3/31/99   ·   For:  3/26/99   ·   Accession #:  950172-99-351   ·   File #:  1-10239

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 

Document Table of Contents

8-K
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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 26, 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
                                                    --------------

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ITEM 5.        OTHER EVENTS                                                     

     As disclosed in our Proxy Statement/Prospectus, dated January 28,
1999, under the caption "Material Federal Income Tax Consequences - Taxation of 
the Company as a REIT - General," Plum Creek Timber Company, L.P. (the          
"Partnership") had applied for certain rulings from the Internal Revenue Service
(the "Service") regarding its ability to satisfy certain requirements of the    
Internal Revenue Code of 1986, as amended (the "Code"), relating to             
qualification as a real estate investment trust or "REIT." The Partnership has  
now received the requested rulings from the Service. The Service has ruled that 
(i) the Partnership's timberlands, including those timberlands that are subject 
to certain timber cutting contracts (the "Stumpage Contracts"), will be         
considered qualifying real estate assets or interests in real property for      
purposes of the REIT asset tests under the Code, and (ii) the gains derived by  
the Partnership pursuant to Stumpage Contracts will be considered as gains from 
the sale of real property for purposes of the REIT gross income tests under the 
Code. In reaching these conclusions, the Service expressly relied upon a        
representation from the Partnership that its disposals of timber pursuant to    
these Stumpage Contracts will qualify as disposals of timber under section      
631(b) of the Code. In connection with this representation, the Partnership will
receive an opinion of Skadden, Arps, Slate, Meagher & Flom, LLP, tax counsel to 
the Partnership, substantially to the effect that the Partnership's disposal of 
timber pursuant to these Stumpage Contracts will qualify as disposals of timber 
which qualify for treatment under section 631(b) of the Code.                   

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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 30, 1999                   By:  /s/ Diane M. Irvine                
                                            ----------------------------------
                         Diane M. Irvine
                                            Vice President and Chief Financial
                 Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/99							10-K405/A,  10-Q
		3/30/99		3					8-K
For Period End:		3/26/99		1
		1/28/99		2					S-4
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