As filed with the Securities and Exchange Commission on August 1, 2001.
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Weyerhaeuser Company
(Exact name of Registrant as specified in its charter)
Washington 91-0470860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33663 Weyerhaeuser Way
Federal Way, WA 98003
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Claire S. Grace
Weyerhaeuser Company
33663 Weyerhaeuser Way
Federal Way, WA 98003
(253) 924-2345
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
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Copies to:
Eric S. Haueter
Sidley Austin Brown & Wood LLP
555 California Street
San Francisco, California 94104
(415) 772-1200
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[X] 333-36753
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_] __________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered (1) Per Unit(1) Offering Price(1)(2) Fee
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Debt Securities (3).................................... $140,000,000 -- $140,000,000
Preferred Shares....................................... --
Preference Shares...................................... --
Total.................................................. $140,000,000 -- $140,000,000 $ 35,000
__________________________________ (Footnotes on next page)
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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(1) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3. Securities registered hereby may be
offered for U.S. dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies. Securities registered hereby may be
sold separately, together or in units with other securities registered
hereby.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o). The proposed maximum offering price will be determined from
time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.
(3) If any Debt Securities are issued at an original issue discount, then such
greater amount as may be sold for an aggregate initial offering price of up
to the proposed maximum aggregate offering price set forth above.
Incorporation by Reference of Registration Statement on Form S-3, File
No. 333-36753
Weyerhaeuser Company (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Company's
Registration Statement on Form S-3 (File No. 333-36753) declared effective on
October 3, 1997 by the Securities and Exchange Commission.
Certificate Pursuant to Rule 111(b)(2)
Weyerhaeuser Company, a Washington corporation (the "Registrant"), hereby
certifies to the Securities and Exchange Commission (the "Commission") as set
forth below. This certificate is being delivered in connection with the filing
by the Registrant under the Securities Act of 1933, as amended, and Rule 462(b)
promulgated thereunder of a registration statement on Form S-3 (the "Abbreviated
Registration Statement") relating to the registration of additional securities
of the same classes as were registered by the Registrant's registration
statement on Form S-3 (Registration No. 333-36753), which was declared effective
by the Commission on October 3, 1997.
1. The Registrant has transmitted instructions to Bank of America (the
"Bank") to transmit to the Commission by wire transfer of immediately available
funds the registration fee payable in connection with the Abbreviated
Registration Statement.
2. The Registrant will not revoke the instructions referred to above.
3. The Registrant has sufficient funds in the relevant account at the
Bank to cover the amount of such registration fee.
IN WITNESS WHEREOF, the Registrant has caused this certificate to be
executed by a duly authorized officer on July 31, 2001.
WEYERHAEUSER COMPANY
By: /s/ Claire S. Grace
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Name: Claire S. Grace
Title: Assistant General Counsel
and Corporate Secretary
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Federal Way, State of Washington, on this 31st day of
July, 2001.
WEYERHAEUSER COMPANY
By /s/ Claire S. Grace
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Claire S. Grace
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert A. Dowdy and Claire S. Grace, and
each of them, as true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, to execute in the name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Steven R. Rogel President, Chief Executive Officer July 30, 2001
---------------------------------------------- and Director
Steven R. Rogel
/s/ William C. Stivers Executive Vice President and July 30, 2001
---------------------------------------------- Chief Financial Officer
William C. Stivers
/s/ Kenneth J. Stancato Vice President and Controller July 30, 2001
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Kenneth J. Stancato
Signature Title Date
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/s/ W. John Driscoll Director July 30, 2001
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W. John Driscoll
/s/ Richard F. Haskayne Director July 30, 2001
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Richard F. Haskayne
/s/ Robert J. Herbold Director July 30, 2001
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Robert J. Herbold
/s/ Martha R. Ingram Director July 30, 2001
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Martha R. Ingram
/s/ John I. Kieckhefer Director July 30, 2001
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John I. Kieckhefer
/s/ Arnold G. Langbo Director July 30, 2001
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Arnold G. Langbo
/s/ Donald F. Mazankowski Director July 30, 2001
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Donald F. Mazankowski
/s/ William D. Ruckelshaus Director July 30, 2001
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William D. Ruckelshaus
/s/ Richard H. Sinkfield Director July 30, 2001
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Richard H. Sinkfield
/s/ James N. Sullivan Director July 30, 2001
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James N. Sullivan
/s/ Clayton K. Yeutter Director July 30, 2001
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Clayton K. Yeutter
EXHIBIT INDEX
Exhibits
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5.1 Opinion of Claire S. Grace
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Claire S. Grace (included in Exhibit 5.1)
24 Power of Attorney (included on signature pages hereof)