Plum Creek Timber Co Inc – ‘8-K’ for 4/9/99 – EX-99

As of:  Monday, 4/12/99   ·   For:  4/9/99   ·   Accession #:  950172-99-405   ·   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                                         2±     9K 
 2: EX-99       Exhibit 99.1 - Press Release                           1      8K 
 3: EX-99       Exhibit 99.2 - Stipulation of Settlement              13±    54K 
 4: EX-99       Exhibit 99.3 - Notice of Pendency of Class Action     15±    62K 

EX-99   —   Exhibit 99.2 – Stipulation of Settlement

                                                              EXHIBIT 99.2

 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY    

JERROLD M. SONET,                   )                                           
)       
Plaintiff,        )                         
)       
v.                            )     C.A. No. 16931                  
)       
PLUM CREEK TIMBER COMPANY,          )                                           
L.P., PLUM CREEK MANAGEMENT         )                                           
COMPANY, L.P., and P.C. ADVISORY    )                                           
CORP. I,                            )                                           
)       
Defendants.       )                         

STIPULATION OF SETTLEMENT     

The parties to the above-captioned action, by and through their     
respective attorneys, have entered into the following Stipulation of            
Settlement (the "Stipulation") subject to the approval of the Court of          
Chancery of the State of Delaware in and for New Castle County (the             
"Court"):                                                                       

WHEREAS,                                                            

 A. Defendant Plum Creek Timber Company, L.P. (the "Partnership") is a
publicly traded Delaware limited partnership. The Partnership and its           
subsidiaries own, manage and operate 3.3 millions of acres of timberland        
and various wood products conversion facilities in various parts of the         
United States.                                                                  

B. Defendant Plum Creek Management Company, L.P. ("PCMC"), a        
Delaware limited partnership, is the general partner of the Partnership.        
Defendant PC Advisory Corp. I ("Corp. I"), a Delaware corporation, is the       
indirect general partner of PCMC. PCMC Intermediate Holdings, L.P. is the       
sole limited partner of PCMC. PCMC Intermediate Holdings, L.P. and its          
successors are referred to as "Holdings." Defendants PCMC and Corp. I are       
referred to collectively as the "General Partner."                              

C. On June 8, 1998, the Partnership announced that it had entered   
into an agreement with the General Partner (the "Conversion Proposal")          
pursuant to which the Partnership would convert from a master limited           
partnership into a real estate investment trust (the "Conversion"). The         
newly formed real estate investment trust will be Plum Creek Timber             
Company, Inc. (the "REIT"). The term "Plum Creek" shall be used to refer as     
applicable to the Partnership (prior to the Conversion) and/or the REIT         
(after the Conversion). The Conversion was expressly conditioned upon the       
affirmative vote of 66-2/3% of the outstanding units of the Partnership. If     
the Conversion Proposal were approved by the unitholders of the Partnership     
(the "Unitholders"), the General Partner would exchange its current             
interest in the Partnership for a 27% equity interest in the REIT.              
Following the Conversion, 99% of the General Partner's economic interest in     
the REIT will be held through Holdings.                                         

D. On September 11, 1998, plaintiff filed a class action complaint, 
purportedly on behalf of all Unitholders, in the Court styled Sonet v. Plum     
Creek Timber Co., L.P. et al., Del. Ch., C.A. No. 16639, against Plum           
Creek, PCMC and Corp. I alleging that the General Partner violated certain      
of its fiduciary duties to the Unitholders by virtue of the terms of the        
Conversion and the process by which it was determined, including the duty       
of due care (the "First Action"). On November 17, 1998, plaintiff filed an      
amended complaint in the First Action which also challenged the General         
Partner's alleged breach of fiduciary duties in connection with the             
Conversion Proposal. Defendants moved to dismiss the First Action.              

E. While defendants' motion to dismiss the First Action was pending,
plaintiff's counsel engaged in extensive discovery including the review of      
documents produced by defendants and their respective financial advisors.       
Plaintiff's counsel also deposed Rick Holley (President and CEO of PCMC),       
Ian B. Davidson and David D. Leland (members of the Special Committee of        
the Corp I board of directors), William J. Patterson (director of Corp. I       
and one of three principals who collectively own 100% of the capital stock      
of Corp. I), and representatives of Salomon Smith Barney, Inc. (a financial     
advisor to the Special Committee) and Merrill Lynch, Pierce, Fenner & Smith     
Incorporated (a financial advisor to Plum Creek).                               

F. On December 17, 1998, the Court granted defendants' motion to    
dismiss the First Action. On January 11, 1999, Plaintiff filed a notice of      
appeal in the Supreme Court of the State of Delaware with respect to the        
First Action. Plaintiff's appeal to the Supreme Court is pending.               

G. On or about January 29, 1999, Plum Creek distributed its Proxy   
Statement/Prospectus (the "Proxy Statement") setting a March 22, 1999 date      
for a special meeting of Unitholders in connection with the Conversion          
Proposal. Shortly thereafter, plaintiff filed a new class action complaint,     
purportedly on behalf of all Unitholders, in the Court styled Sonet v. Plum     
Creek Timber Company, L.P. et al., Del. Ch., C.A. No. 16931 (the "Action"       
or the "Second Action"). The Second Action alleged that the Proxy Statement     
contained material omissions and misstatements and asserted claims based        
upon the General Partner's alleged breach of its duties of candor and due       
care. Along with his complaint, plaintiff also filed in the Second Action a     
motion seeking to preliminarily enjoin the Unitholder vote on the               
Conversion.                                                                     

H. Following expedited briefing by the parties, plaintiff's motion  
for preliminary injunction was argued to the Court on March 2, 1999. On         
March 18, 1999, the Court issued an opinion finding that certain of the         
disclosures about which plaintiff complained were deficient and granting        
plaintiff's motion to preliminarily enjoin the Unitholder vote on the           
Conversion until appropriate corrective disclosures were made and properly      
disseminated (the "Opinion"). Sonet v. Plum Creek Timber Company, L.P., et      
al., Del. Ch., C.A. No. 16931, Jacobs, V.C. (March 18, 1999).                   

 I. On March 19, 1999, the Court entered an order in the Second Action
(the "Order")which provided, in pertinent part, that:                           

  1. The Unitholder vote on the Conversion shall not occur until
[supplemental disclosures (the "Supplement")] in substantially the form         
attached is mailed to the Unitholders, as of the record date of January 22,     
1999, of the Partnership.                                                       

2. The Partnership may count the proxies already received as
long as it provides all of its Unitholders with a new proxy, and clearly        
informs them that the last previously submitted proxy will be counted           
unless a new proxy is submitted. The Partnership shall not hold its meeting     
sooner than 15 days from the mailing of the Supplement. Such a meeting          
shall be treated as an adjournment of the March 22, 1999 meeting and no new     
record date need be set.                                                        

   3. The entry of this Order shall not foreclose any claims based
on, or preclude any action by the Securities and Exchange Commission with       
respect to federal disclosure and/or proxy rules and regulations.               

4. By entry of this Order, the Court is neither approving or
disapproving the adequacy of the Supplement attached to this Order.             

J. As a result of the Opinion and the Order, the scheduled March 22,
1999 special meeting of Unitholders was convened and then adjourned until       
March 24, 1999 and again until March 29, 1999. At the reconvened March 29,      
1999 special meeting of Unitholders, the meeting was adjourned again until      
April 19, 1999.                                                                 

K. Following the entry of the Order, the parties commenced          
discussions with respect to a possible settlement of the Second Action.         
Those discussions also contemplated that as part of any settlement,             
Plaintiff would withdraw his appeal of the dismissal of the First Action.       

L. While settlement discussions were ongoing, the Partnership       
finalized and prepared to mail the Supplement. In connection with that          
process, counsel for plaintiff expressed to the Partnership, to the             
Securities and Exchange Commission and to the Court his views about the         
inadequacy of various aspects of the proposed supplemental disclosure, as a     
result of which certain changes were made. In addition, plaintiff's counsel     
made known to the Partnership his intention to commence in the United           
States District Court for the District of Washington a third action against     
the General Partner and the Partnership (the "Third Action") and, for           
purposes of discussing settlement, provided portions of the draft complaint     
to counsel for the General Partner. The contemplated Third Action would         
have asserted claims under the Securities Act of 1933 challenging the           
adequacy of the contents of the disclosures made in connection with the         
Conversion. (The First, Second and Third Actions shall be referred to           
collectively as the "Actions").                                                 

M. On or about March 29, 1999, the Supplement was mailed to all     
Unitholders of record as of January 22, 1999. Over the course of several        
days, the parties engaged in intensive settlement discussions in an effort      
to reach a settlement on a mutually acceptable basis in time to avoid           
further litigation (the "March-April Settlement Discussions"). The parties      
had previously held settlement discussions in December 1998, but those          
discussions had been unsuccessful. Counsel for the Plaintiff conducted the      
March-April Settlement Discussions with the participation of his retained       
financial advisor directly with counsel for the General Partner. The            
resulting agreement was the product of multiple exchanges of proposals by       
both parties and embodies terms that reflect compromises by both sides on       
all issues.                                                                     

N. In light of the events, negotiations and agreements described    
above, the facts that had been developed in discovery, and analysis of          
applicable law, counsel for plaintiff in the Action has concluded that the      
terms and conditions of the settlement provided for in the Stipulation (the     
"Settlement") are fair, reasonable, adequate, and in the best interests of      
the plaintiff and the class of Unitholders represented in the Action.           

O. Plaintiff enters into this Stipulation after taking into account 
(i) the substantial benefits to the members of the Class (as defined            
below), (ii) the risk of continued litigation, (iii) the desirability of        
permitting the Settlement to be consummated as provided by the terms of         
this Stipulation, and (iv) the conclusion of counsel for plaintiff that the     
terms and conditions of the Settlement are fair, reasonable, adequate and       
in the best interests of the Unitholders. Plaintiff and plaintiff's counsel     
have agreed to the terms of the Settlement because, in their view, the          
Settlement achieves plaintiff's principal objectives in the Actions, which      
were to provide the Unitholders with full disclosure of all material            
information so that they could make an informed decision with respect to        
the Conversion, and to provide compensation to Unitholders in the event the     
actual economic performance of Plum Creek does not equal or exceed the          
amounts set forth in the financial information referenced in a letter from      
Sidney B. Silverman, Esquire to Srinivas M. Raju, Esquire dated April 7,        
1999 (the "Financial Information").                                             

P. Defendants in the Action have denied and continue to deny        
vigorously any liability with respect to all claims alleged in the Actions.     
While denying any fault or wrongdoing, and relying on the provision of the      
Stipulation that it shall in no event be construed as or deemed to be           
evidence of an admission or concession on the part of defendants or any         
Released Person (as defined below) of any fault or liability whatsoever,        
and without conceding any infirmity in their defenses against the claims        
alleged in the Actions, defendants consider it desirable that the Action be     
settled and dismissed, subject to the terms and conditions of the               
Stipulation, because the Settlement will (i) be beneficial to the               
Unitholders; (ii) halt the substantial expense, inconvenience and               
distraction of continued litigation of plaintiff's claims; (iii) finally        
put to rest those claims; and (iv) dispel any uncertainty that may exist as     
a result of the Actions.                                                        

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, subject to the  
approval of the Court, pursuant to Court of Chancery Rule 23 (with no opt       
out rights), that any and all claims, demands, rights, actions or causes of     
action, whether known or unknown that have been, could have been, or in the     
future can or might be asserted in the Actions, or in any court, tribunal       
or proceeding (including, but not limited to, any claims arising under          
federal or state law relating to alleged fraud, breach of any duty,             
negligence, violations of the federal securities laws or otherwise) by or       
on behalf of any member of the Class (as defined below), whether                
individual, class, derivative, representative, legal, equitable or any          
other type or in any other capacity (collectively, the "Releasing Parties")     
against defendants in the Actions or any of their families, parent              
entities, associates, affiliates or subsidiaries and each and all of their      
respective past, present or future officers, directors, stockholders,           
principals, representatives, employees, attorneys, financial or investment      
advisors, consultants, accountants, investment bankers, commercial bankers,     
engineers, insurers and reinsurers, advisors or agents, heirs, executors,       
trustees, general or limited partners or partnerships, personal                 
representatives, estates, administrators, predecessors, successors and          
assigns (collectively, the "Released Persons") which have arisen, could         
have arisen, arise now or hereafter arise out of, or relate in any manner       
to, the allegations, facts, events, transactions, acts, occurrences,            
statements, representations, misrepresentations, omissions or any other         
matter, thing or cause whatsoever, or any series thereof, embraced,             
involved, set forth or otherwise related, directly or indirectly, to any of     
the complaints filed at any time in the Actions, the claims to be included      
in the Third Action, the Conversion Proposal, the Conversion, and the Proxy     
Statement, the Supplement and any proxy material, public filings or             
statements by any of the defendants in the Action or any other Released         
Persons in connection with the Conversion Proposal or the Conversion            
(collectively, the "Settled Claims") shall be fully, finally, and forever       
compromised, settled, discharged, dismissed with prejudice and released         
pursuant to the terms and conditions set forth herein; provided however,        
that the Settled Claims shall not include any claims or causes of action        
that members of the Class may have (i) based solely upon the failure under      
the Internal Revenue Code of Plum Creek to qualify as a real estate             
investment trust and (ii) to enforce compliance with the terms of the           
Settlement.                                                                     

It is the intention of the parties to extinguish all Settled Claims 
and consistent with such intention the Releasing Parties waive their            
rights, to the extent permitted by law, from the provisions of Section 1542     
of the California Civil Code or any other similar state law, federal law or     
principle of common law, which may have the effect of limiting the release      
set forth above.                                                                
The Settlement    
--------------    

 1. In consideration for the full settlement, satisfaction, compromise
and release of the Settled Claims, the parties agree as follows:                

       a. On April 15, 2004, or such earlier date in 2004 as the final
audited financial results for calendar year 2003 are available, Holdings        
shall make a payment to a settlement fund (the "Fund") to be established by     
plaintiff's counsel, subject to the jurisdiction of the Court, in the           
following amount:                                                               

            (i) In the event Plum Creek's five-year average earnings
before taxes, depreciation and amortization on a consolidated basis             
including all its subsidiaries whether or not such subsidiaries are             
required to be consolidated pursuant to generally accepted accounting           
principles ("EBTDA") during the fiscal years ending December 31, 1999 -         
December 31, 2003 (the "Period") is less than $2.26 per share, Holdings         
shall pay $30 million into the Fund;                                            

          (ii) In the event Plum Creek's five-year average EBTDA
during the period is $2.84 per share (the "Upper Target") or greater,           
Holdings shall make no payment into the Fund; and                               

           (iii) In the event Plum Creek's five-year average EBTDA
during the Period is between $2.26 and $2.84 per share, Holdings shall pay      
into the Fund $517,241.38 for each $.01 by which Plum Creek's five-year         
average EBTDA is below $2.84 per share, up to a maximum of $30 million.         

b. In determining EBTDA for purposes of the foregoing   
sub-section, extraordinary items shall be excluded -- provided, however,        
that the acquisition by Plum Creek of additional timberlands or facilities      
shall not be considered an extraordinary item, nor shall the sale of higher     
and better use land, up to the aggregate limit contained in the Financial       
Information, be considered an extraordinary item. The $2.26 per share and       
$2.84 per share targets in the foregoing sub-section shall be subject to        
downward adjustment in the event of a sale, transfer or other disposition       
of a substantial portion of Plum Creek's timberlands or other significant       
assets if the consideration received in connection with such sale, transfer     
or other disposition is distributed to shareholders. In the event of any        
unresolved disagreement between the parties as to whether a particular item     
constitutes an extraordinary item or whether a sale requires an adjustment      
in the thresholds, the matter shall be submitted for resolution to an           
independent Big Five accounting firm to be identified by plaintiff's            
counsel at the time a dispute arises.                                           

  c. In the event the REIT is sold to or acquired by another
company or person prior to the end of the Period (a "Sales Transaction"),       
any obligation on the part of Holdings to make a payment to the Fund shall      
be determined as of the date of closing of the Sales Transaction as             
follows:                                                                        
          (i) if the Sales Transaction occurs on or prior to the
close of business on December 31, 2001 and is at a price (or equivalent         
price in a non-cash transaction) equal to or greater than $34 per share,        
then Holdings shall have no obligation to make any payment to the Fund; or      

          (ii) if the Sales Transaction is either at a price (or
equivalent price in a non-cash transaction) less than $34 per share or          
occurs after the close of business on December 31, 2001, then Holdings'         
payment obligation, if any, shall be determined based on Plum Creek's           
average EBTDA measured from January 1, 1999 through the last full quarter       
on a calendar year basis (prorating any partial year from the full year         
number) immediately preceding the Sales Transaction (the "Revised Period")      
and Holdings' payment obligation shall be:                                      

              (1) in the event Plum Creek's average EBTDA during
the Revised Period is less than $2.26 per share, Holdings shall pay $30         
million into the Fund;                                                          

              (2) in the event Plum Creek's average EBTDA during
the Revised Period equals or exceeds the Revised Upper Target (as defined       
below), Holdings shall make no payment into the Fund; and                       

                  (3) in the event Plum Creek's average EBTDA during the
Revised Period is between $2.28 and the Revised Upper Target (as defined        
below), Holdings shall make a payment into the Fund ratably apportioned         
between $0 and $30 million. The "Revised Upper Target" shall be determined      
pursuant to the same calculation that is used to determine the Upper            
Target, except that the calculation shall be performed for the Revised          
Period.                                                                         

     d. The Fund shall be established by plaintiff's counsel prior
to the date the payment, if any, by Holdings to the Fund shall be due. The      
Fund shall be for the benefit of beneficial owners of units of the              
Partnership as of the date of the Conversion (the "Entitled Unitholders"),      
and shall be subject to the jurisdiction of the Court. The proceeds of the      
Fund, after payment of fees as may be awarded by the Court and expenses of      
administration and distribution, shall be distributed to the Entitled           
Unitholders. Other than Holdings' obligation, as set forth in this              
paragraph, to make a payment to the Fund, none of the defendants shall have     
any responsibility for or involvement in the establishment or                   
administration of, or any other matter relating to, the Fund.                   

e. During the Period or Revised Period, whichever is    
shorter, Holdings shall maintain unencumbered stock of the REIT or other        
assets reasonably acceptable to plaintiff's counsel in an amount no less        
than $40 million to secure compliance with its obligations under this           
paragraph. At least annually, Holdings shall provide to plaintiff's counsel     
a statement from an independent auditor or accounting firm certifying           
Holdings' compliance with this sub-section.                                     

   f. No later than April 15 of each calendar year, Plum Creek
shall provide to plaintiff's counsel a statement of Plum Creek's EBTDA per      
share for the immediately preceding calendar year and an average for the        
Period to date. Counsel for plaintiff shall have the right to request such      
additional information from Plum Creek as may reasonably be necessary to        
enable him, or an independent financial advisor retained by him, to verify      
the calculation.                                                                

     g. Although the parties do not believe that the provisions of
this paragraph 1 create a security, in the event anyone were to deem it to      
do so, such security would be exempt from registration pursuant to Section      
3(a)(10) of the Securities Act of 1933.                                         

Submission and Application to Court     
-----------------------------------     

2. As soon as practicable after the execution of this Stipulation,  
the parties hereto shall jointly apply to the Court for an order                
substantially in the form attached hereto as Exhibit A (the "Scheduling         
Order"), which shall include provisions that:                                   

  a. Provide for the certification of the Second Action, for
settlement purposes only, as a class action pursuant to Court of Chancery       
Rules 23(a), (b)(1) and (b)(2) on behalf of a class consisting of all           
record and beneficial Unitholders of Plum Creek during the period beginning     
on June 8, 1998, through and including the date on which the Conversion is      
consummated pursuant to the terms of the Conversion Proposal, including any     
and all of their respective successors in interest, predecessors,               
representatives, trustees, executors, administrators, heirs, assigns or         
transferees, immediate and remote, and any person or entity acting for or       
on behalf of, or claiming under any of them, and each of them, and              
excluding the defendants in the Action and all persons or entities related      
to or affiliated with the defendants (the "Class");                             

         b.    Preliminarily certifying the plaintiff, on whose behalf the
Stipulation has been executed, as a representative party for the Class;         

      c. Direct that a settlement hearing (the "Settlement Hearing")
be held to determine whether the Court should (i) approve the Settlement        
pursuant to Court of Chancery Rule 23(e) as fair, reasonable, and adequate      
and in the best interests of the Class, (ii) enter an Order and Final           
Judgment dismissing the Second Action with prejudice and on the merits,         
each party to bear its own costs (except as provided herein) and                
extinguish, release and enjoin prosecution of any and all Settled Claims,       
(iii) approve any application of counsel for plaintiff for an allowance of      
fees and reimbursement of expenses, and (iv) hear such other matters as the     
Court may deem necessary and appropriate; and                                   

 d. Provide that a copy of the Notice of Pendency of Class
Action, Proposed Settlement of Class Action and Settlement Hearing (the         
"Notice"), substantially in the form attached hereto as Exhibit B, and a        
copy of the Summary Notice of Pendency of Class Action and Hearing on           
Proposed Settlement (the "Summary Notice"), substantially in the form           
attached hereto as Exhibit C, are both approved and that the distribution       
of the Notice and publication of the Summary Notice substantially in the        
manner set forth in the Scheduling Order herein constitutes the best notice     
practicable under the circumstances, meets the requirements of applicable       
law and due process, is due and sufficient notice of all matters relating       
to the Settlement, and fully satisfies the requirements of due process and      
of Rule 23 of the Court of Chancery Rules.                                      

 3. Upon the execution of this Stipulation by all parties, the parties
shall file in the Supreme Court of Delaware a stipulation in the form           
attached hereto as Exhibit 1 staying plaintiff's appeal of the dismissal of     
his complaint in the First Action. Upon the date when this Settlement shall     
be Finally Approved (as defined below), the parties shall file a                
stipulation in the Supreme Court of Delaware dismissing the appeal of the       
dismissal of the First Action with prejudice and without costs.                 

Notice and Summary Notice     
-------------------------     

4. All costs incurred in identifying and notifying by mail          
the members of the Class of the Settlement, including the printing and          
copying of the Notice as set forth in the Scheduling Order (attached hereto     
as Exhibit A) will be paid by Plum Creek. Likewise, all costs incurred in       
publishing the Summary Notice as set forth in the Scheduling Order              
(attached hereto as Exhibit A) will be paid by Plum Creek.                      

Final Order and Judgment    
------------------------    

5. If the Settlement (including any modification thereto made with  
the consent of the parties as provided for herein) is approved by the           
Court, the parties shall promptly request the Court to enter an Order and       
Final Judgment substantially in the form attached hereto as Exhibit D,          
which among other things:                                                       

    a. Approves the Settlement, adjudges the terms thereof to be
fair, reasonable, adequate and in the best interests of the Class,              
determines that the Class has been adequately represented in the Action and     
the Settlement, directs consummation of the Settlement in accordance with       
the terms and conditions of the Stipulation and reserves jurisdiction to        
supervise the consummation of such Settlement;                                  

      b. Determines that the requirements of Rule 23 of the Court of
Chancery Rules and due process have been satisfied in connection with           
Notice to the Class and permanently certifies the Class pursuant to Court       
of Chancery Rules 23(a), (b)(1) and (b)(2);                                     

 c. Dismisses the Action with prejudice as to all Released
Persons, extinguishing, discharging and releasing any and all Settled           
Claims as against the plaintiff and each Class member, without costs except     
as herein provided, said dismissal subject only to compliance by the            
parties and Class members with the terms of this Stipulation and any Order      
of the Court concerning this Stipulation, and permanently enjoining             
plaintiff and all members of the Class from asserting, commencing,              
prosecuting or continuing either directly, individually, representatively,      
derivatively or in any other capacity any of the Settled Claims; and            

d. Without affecting the finality of the Order and Final
Judgment, reserves the Court's jurisdiction over all of the parties and the     
Class members for the administration of the terms                               
of this Settlement and Stipulation.                                             

Finality of Settlement    
----------------------    

6. The approval of the Settlement shall be considered final ("Final"
or "Finally Approved") for purposes of this Stipulation: (i) upon entry of      
the Order and Final Judgment approving the Settlement; (ii) upon the            
expiration of any applicable appeal period for the appeal of the Order and      
Final Judgment without an appeal having been filed or, if an appeal is          
taken, upon entry of an order affirming the Order and Final Judgment            
appealed from and the expiration of any applicable period for the               
reconsideration, rehearing or appeal of such affirmance without any motion      
for reconsideration or rehearing or further appeal having been filed; and       
(iii) upon consummation of the Conversion pursuant to the terms of the          
Conversion Proposal.                                                            

Right to Withdraw from the Settlement     
-------------------------------------     

7. Each of the parties shall have the option to withdraw from and     
terminate the Settlement in the event that (i) either the Scheduling Order      
or the Order and Final Judgment referred to above are not entered               
substantially in the forms specified herein, including such modifications       
thereto as may be ordered by the Court with the consent of the parties,         
(ii) the Settlement is not approved by the Court or is disapproved or           
substantially modified upon appeal or (iii) the Conversion, pursuant to the     
terms of the Conversion Proposal, is not consummated.                           

 8. In the event the Settlement proposed herein is not approved by the
Court, or the Court approves the Settlement but such approval is reversed       
or vacated on appeal, reconsideration or otherwise and such order reversing     
or vacating the Settlement becomes final by lapse of time or otherwise, or      
if any of the conditions to such Settlement are not fulfilled, then the         
Settlement proposed herein shall be of no further force and effect, and         
this Stipulation and all negotiations, proceedings and statements relating      
thereto and any amendment thereof shall be null and void and without            
prejudice to any party hereto, and each party shall be restored to his, her     
or its respective position as it existed prior to the execution of this         
Stipulation.                                                                    

9. In order to exercise the option to withdraw from and terminate   
this Settlement, a party must provide, within five (5) days of the event        
giving rise to such option, written notice of such withdrawal and the           
grounds therefor to all signatories to this Stipulation.                        

Defendants' Denial of Liability       
-------------------------------       

10. The defendants in the Action specifically disclaim any liability    
whatsoever relating to any of the Settled Claims, expressly deny having         
engaged in any wrongful or illegal activity, or having violated any law or      
regulation or duty, expressly deny that any person or entity has suffered       
any harm or damages as a result of the Settled Claims, and are making this      
Settlement solely to avoid the distraction, burden and expense occasioned       
by continued litigation. The defendants believe they have acted with the        
utmost candor, honesty, and care, and have at all times acted in the best       
interests of the Unitholders. Without conceding any infirmity in their          
defenses against the Settled Claims, the defendants are agreeing to the         
Settlement solely to avoid the substantial burden, expense, distraction and     
inconvenience of continued litigation.                                          

Attorneys' Fees     
---------------     

11. At or before the hearing, plaintiff's counsel may apply for an  
award of attorneys' fees and expenses, as follows: (i) an amount not to         
exceed $1,500,000.00, with the amount awarded by the Court to be paid by        
Plum Creek; (ii) actual expenses up to $125,000, the amount approved by the     
Court to be paid by Plum Creek; and (iii) a fixed percentage, not to exceed     
25%, of the Fund, to be paid solely from the Fund. Defendants agree they        
will not object to such an application by plaintiff's counsel, and              
plaintiff's counsel agrees not to make any other application for fees or        
disbursements, but defendants retain the right to oppose any other              
application for fees or disbursements by any other person. The fairness,        
reasonableness and adequacy of the Settlement may be considered and ruled       
upon by the Court independently of any award of attorneys' fees and             
reimbursement of expenses. No counsel for plaintiff shall apply to any          
court for any fees or disbursements except as provided for in this              
Paragraph.                                                                      

 12. Subject to the terms and conditions of this Stipulation, expenses
shall be paid within five (5) business days of the later of (a) the date on     
which the Settlement becomes Final or (b) the date when the Order of the        
Court granting the application of plaintiff's counsel for an award of fees      
and expenses has become final and no longer subject to further appeal or        
review, whether by exhaustion of any possible appeal, lapse of time or          
otherwise. The fee award described in sub- paragraph 11(i) shall be paid on     
the later of (a) five (5) business days from the date on which the              
Settlement becomes Final, (b) five (5) business days from the date when the     
Order of the Court granting the application of plaintiff's counsel for an       
award of fees and expenses has become final and no longer subject to            
further appeal or review, whether by exhaustion of any possible appeal,         
lapse of time or otherwise, or (c) January 15, 2000.                            

Authority     
---------     

13. Each of the attorneys executing the Stipulation on behalf of one
or more of the parties hereto warrants and represents that he or she has        
been duly authorized and empowered to execute this Stipulation on behalf of     
his or her respective client or clients.                                        

Stipulation Not An Admission    
----------------------------    

 14. The provisions contained in the Stipulation and all negotiations,
statements and proceedings in connection therewith shall not be deemed a        
presumption, a concession or an admission by any defendant of any fault,        
liability or wrongdoing as to any fact or claim alleged or asserted in the      
Actions or any other actions or proceedings and shall not be interpreted,       
construed, deemed, invoked, offered or received in evidence or otherwise        
used by any person in these or any other actions or proceedings, whether        
civil, criminal or administrative, except in a proceeding to enforce the        
terms or conditions of this Stipulation.                                        

Counterparts    
------------    

15. This Stipulation may be executed in any number of actual or     
telecopied counterparts and by each of the different parties thereto on         
several counterparts, each of which when so executed and delivered shall be     
an original. The executed signature page(s) from each actual or telecopied      
counterpart may be joined together and attached to one such original and        
shall constitute one and the same instrument.                                   

Waiver    
------    

16. The waiver by any party of any breach of this Stipulation shall 
not be deemed or construed as a waiver of any other breach, whether prior,      
subsequent, or contemporaneous, of this Stipulation.                            

Entire Agreement; Amendments    
----------------------------    

17. This Stipulation constitutes the entire agreement among the     
parties with respect to the subject matter hereof, and may not be amended,      
or any of its provisions waived, except by a writing executed by all of the     
parties hereto.                                                                 

18. This Stipulation, upon becoming operative, shall be binding upon
and inure to the benefit of the parties hereto and their respective             
successors, assigns, heirs, executors and administrators and upon any           
corporation, partnership or entity into or with which any party may merge       
or consolidate.                                                                 

19. All of the exhibits hereto are incorporated herein by reference 
as if set forth herein verbatim, and the terms of all exhibits are              
expressly made part of this Stipulation.                                        

Governing Law     
-------------     

20. This Stipulation shall be construed and enforced in accordance  
with the laws of the State of Delaware, without regard to conflict of law       
principles.                                                                     
Best Efforts    
------------    

21. The parties hereto and their attorneys agree to cooperate fully 
with one another in seeking the Court's approval of this Stipulation and        
the Settlement and to use their best efforts to effect the confirmation of      
this Stipulation and the Settlement.                                            

22. If any claims which are or would be subject to the release and  
dismissal contemplated by the Settlement are asserted against any person in     
any court prior to or following Final Approval of the Settlement, the           
plaintiff shall join, where possible, in any motion to dismiss or stay such     
proceedings and shall otherwise use his best efforts to effect a withdrawal     
or dismissal of the claims.                                                     

Non-Assignment of Claims    
------------------------    

23. Plaintiff and his counsel represent and warrant that (i)        
plaintiff is a member of the Class, and (ii) none of the plaintiff's claims     
or causes of action in the Actions have been assigned, encumbered or in any     
manner transferred in whole or in part.                                         

OF COUNSEL:                                                                     

Robert A. Sacks                                                                 
Sullivan & Cromwell                                                             
1888 Century Park East, 21st Floor                                              
Los Angeles, California  90067                                                  

-----------------------------------                                             
Jesse A. Finkelstein                                                            
Srinivas M. Raju                                                                
Richards, Layton & Finger                                                       
One Rodney Square                                                               
Wilmington, Delaware  19899                                                     
Attorneys for Defendants Plum Creek                                         
Management Company, L.P. and                                                
P.C. Advisory Corp. I                                                       

----------------------------------                                              
Edward P. Welch                                                                 
Andrew J. Turezyn                                                               
Stephen D. Dargitz                                                              
Skadden, Arps, Slate Meagher & Flom, LLP                                        
One Rodney Square                                                               
Wilmington, Delaware  19899                                                     
Attorneys for Defendant Plum Creek                                          
Timber Company, L.P.                                                        

OF COUNSEL:                                                                     

Sidney B. Silverman                                                             
Silverman, Harnes, Harnes, Prussin & Keller                                     
International Plaza                                                             
750 Lexington Avenue                                                            
New York, New York  10022                                                       

-----------------------------------                                             
Joseph A. Rosenthal                                                             
Rosenthal, Monhait, Gross & Goddess, P.A.                                       
Suite 1401, Mellon Bank Center                                                  
P.O. Box 1070                                                                   
Wilmington, Delaware  19899                                                     
Attorneys for Plaintiff                                                     

Dated:  April 9, 1999                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		4/15/04
		12/31/03		10-K
		12/31/01		10-K
		1/15/00
		12/31/99		10-K405
		4/19/99		8-K
Filed on:		4/12/99
For Period End:		4/9/99
		4/7/99
		3/29/99		8-K
		3/24/99		8-K
		3/22/99		8-K,  DEFA14A
		3/19/99
		3/18/99		10-K,  8-K
		3/2/99
		1/29/99
		1/22/99
		1/11/99
		1/1/99
		12/17/98
		11/17/98
		9/11/98
		6/8/98		8-K
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