Crown Zellerbach's board of directors today spurned an $807.5 million takeover bid by Sir James Goldsmith.

The board recommended that shareholders decline Goldsmith's $42.50-per-share conditional, partial tender offer, saying it believes the long-term value of the shares is about $60.

The company said a restructuring program is under way that "includes distribution of timberland interests to shareholders.

"While this restructuring is proceeding, Crown Zellerbach is prepared to work with any responsible person who is willing to offer a value consistent with the benefits of this restructuring for all of the outstanding common stock of Crown Zellerbach in a transaction that treats all shareholders fairly and equally," a company statement said.

The board said it would approve a sale "if there is a cash offer for all outstanding shares of Crown Zellerbach at approximately $60 per common share."

Analysts said Crown Zellerbach might be seeking "a white knight" -- a higher bidder more acceptable to management. The company also is known to be considering creation of a timber-trust partnership that might thwart the takeover.

Last week, William T. Creson, chairman, president and chief executive officer, said his board "will not be hurried, bullied or intimidated by Sir James Goldsmith, whose obvious pressure tactics may have succeeded for him elsewhere, but are not appropriate at Crown Zellerbach."

Goldsmith is believed to want Crown Zellerbach so he can sell off some of its parts at a profit. Four years ago he seized control of Diamond International Corp., another huge forest products firm, and sold it off bit by bit at a $500 million profit while retaining a million acres of forest land.

Goldsmith was unsuccessful in acquiring big stakes in Continental Group Inc. and St. Regis Corp., but made large profits from the rise in value of his stock in the two firms.

In July, before Goldsmith was known to be in the picture, Crown Zellerbach adopted a novel "poison pill" defense against takeovers; stockholders were given rights under certain conditions to buy two shares for the price of one in the event of a takeover or merger.

Goldsmith's offer was made on the condition that the firm buys back these stock rights, which it can do for 50 cents a right. Goldsmith offered to buy up to 19 million shares of common stock for $42.50 each in cash. That stake would give him, along with 8.6 percent of stock he already owns, 78.4 percent of the company.

The offer, which will expire May 7, was issued by CZC Acquisition Corp., a Delaware corporation, which is wholly owned by General Oriental Securities Limited Partnership, a Bermuda partnership of Goldsmith. Drexel Burnham Lambert Inc. and Rothschild Inc. formally made the offer on their behalf.

Crown Zellerbach is a 115-year-old firm that owns or controls 2 million acres. It has 26,000 stockholders and 19,000 employes. Its stock on the New York Stock Exchange closed Wednesday at $41.75, down 12 1/2 cents from the previous day.

New York investor Ivan F. Boesky and a group of companies he controls hold a 7.4 percent stake in Zellerbach's common shares outstanding. In an SEC filing, the group said it holds 2.027 million Crown Zellerbach common shares. All of the shares were acquired from March 5 through April 10 on the New York Stock Exchange at prices ranging from $35.87 to $42.12 a share. According to the filing, the Boesky group acquired the shares in connection with merger arbitrage and other investment activities.

A timber trust such as Crown Zellerbach is considering is a device by which land is taken off the books and put into a trust. Earlier this year, International Paper put 6.3 million acres into such a trust.

Goldsmith's first move on Crown Zellerbach occurred in December, when he announced his intention to acquire stock for investment purposes. On April 1, he threatened the board with a proxy fight if it refused to withdraw its poison pill.

Goldsmith is a maverick millionaire who started building his fortune at age 20 by buying French rights to a British rheumatism cream for $200. He has many and varied financial interests and owns Grand Union Corp., a U.S. grocery chain.