SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 16, 2005
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(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
---------- ------ ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(253) 924-2345
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:
----- 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 240.14d-2(b))
----- Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 7.01. REGULATION FD DISCLOSURE
On November 16, 2005, Weyerhaeuser Company issued a press release stating the
following:
Weyerhaeuser Initiates Cash Tender Offers
For Up to $500 million of its Securities
FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE:WY) today announced the
commencement of cash tender offers for up to $500 million in aggregate principal
amount across the four securities as listed in the table below.
"Weyerhaeuser is committed to enhancing shareholder value and today's
announcement reflects our continued focus on fulfilling that commitment," said
Richard J. Taggart, executive vice president and chief financial officer.
The tender offers consist of four separate offers: two Any and All Offers and
two Maximum Tender Offers, all of which are made pursuant to the terms and
conditions of an Offer to Purchase dated today's date.
In the Any and All Offers, Weyerhaeuser is offering to purchase any and all of
the outstanding securities listed under the heading "Any and All Offers" in the
table below.
In the Maximum Tender Offers, Weyerhaeuser is offering to purchase, under
certain conditions set out in the Offer to Purchase, the specified series of
outstanding securities listed under the heading "Maximum Tender Offers" in the
table below.
Maximum
Principal Principal Reference Fixed
Amount Amount U.S. Spread Acceptance
Title of Outstanding to be Treasury (basis Priority
Security (US$) Accepted Security points) Level
_________ ____________ ________________ _____________ _______ ______
Offer for Securities Listed Below: Any and All Offers
8.375%
Debentures due 2.25% due
February 15, February 15,
2007 $150,000,000 N/A 2007 +40 N/A
5.250%
Notes due 3.50% due
December 15, December 15,
2009 $249,954,000 N/A 2009 +68 N/A
Offer for Securities Listed Below: Maximum Tender Offers
6.125%
Notes due 3.75% due
March 15, March 31,
2007 $599,772,000 $300,000,000 (a) 2007 +45 1
5.950%
Notes due 4.375% due
November 1, November 15,
2008 $524,873,000 $275,000,000 (a) 2008 +62.5 2
(a) See Offer to Purchase for specifics.
The principal amount of securities to be purchased through the Maximum Tender
Offers will, in the case of the 6.125 percent Notes due March 15, 2007 be equal
to the lesser of (i) $300 million and (ii) the difference between $500 million
and the principal amount of securities purchased through the Any and All Offers,
and in the case of the 5.950 percent Notes due Nov. 1, 2008, be equal to the
lesser of (x) $275 million and (y) the difference between $500 million and the
principal amount of securities purchased through the Any and All Offers and the
principal amount of 6.125 percent Notes due March 15, 2007 accepted for purchase
by the Company.
The Any and All Offers are scheduled to expire at 5:00p.m., New York City time,
on Dec. 1, 2005, unless extended.
The Maximum Tender Offers are scheduled to expire at 12:00 midnight, New York
City time, on December 14, 2005, unless extended. Holders of securities subject
to the Maximum Tender Offer must validly tender and not validly withdraw their
securities on or before the early tender date, which is 5:00p.m., New York City
time, on Dec. 1, 2005, unless extended, to receive the applicable full tender
offer consideration. Holders of securities subject to the Maximum Tender Offer
who validly tender their securities after the early tender date and on or before
the Maximum Tender Offer expiration date will receive the applicable late tender
offer consideration, which is the applicable full tender offer consideration
minus $10 per $1,000 principal amount of notes tendered by such holder that are
accepted for purchase. Holders of securities subject to the Maximum Tender
Offer who validly tender their securities on or before the early tender date may
not withdraw their securities after the early tender date except in the limited
circumstances described fully in the Offer to Purchase. Holders of the
securities subject to the Maximum Tender Offer who validly tender their
securities after the early tender date but on or before the Maximum Tender Offer
expiration date may not withdraw their securities except in the limited
circumstances described in the Offer to Purchase.
The applicable full tender offer consideration for each of the $1,000 principal
amount of securities tendered and accepted for payment pursuant to the Any and
All Offers and the Maximum Tender Offers will be determined in the manner
described in the Offer to Purchase by reference to a fixed spread specified for
such securities over the yield based on the bid-side price of the applicable
U.S. Treasury Security specified on the cover page of the Offer to Purchase, as
calculated by the Dealer Managers for the tender offers, at 2:00 p.m. New York
City time on Nov. 29, 2005.
In addition to any consideration received, Holders who tender securities will be
paid any accrued and unpaid interest calculated up to and not including the
applicable settlement date. The settlement date for the Any and All Offers is
expected to be Dec. 2, 2005 and the settlement date for the Maximum Tender
Offers is expected to be Dec. 15, 2005.
JPMorgan Securities Inc. and Banc of America Securities LLC are the dealer
managers for the offers. Deutsche Bank Securities, Inc. is the co-dealer
manager for the offers. Global Bondholder Services Corporation is the Depositary
and Information Agent. This news release is neither an offer to purchase nor a
solicitation of an offer to sell the securities. The offers are made only by
the Offer to Purchase dated as of today's date, and the information in this news
release is qualified by reference to the Offer to Purchase. Persons with
questions regarding the offers should contact JPMorgan toll free at (866) 834-
4666 or collect at (212) 834-4077, Attn. Liability Management Group or Banc of
America Securities LLC toll free at (866) 475-9886 or collect at (704) 386-3244,
Attn. Liability Management Group. Requests for documents should be directed to
Global Bondholder Services Corporation toll free at (866) 804-2200 or collect at
(212) 430-3774.
Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 2004, sales were $22.7 billion. It has
offices or operations in 19 countries, with customers worldwide. Weyerhaeuser is
principally engaged in the growing and harvesting of timber; the manufacture,
distribution and sale of forest products; and real estate construction,
development and related activities. Additional information about Weyerhaeuser's
businesses, products and practices is available at: http://www.weyerhaeuser.com.
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.
WEYERHAEUSER COMPANY
By /s/ Steven J. Hillyard
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Its: Vice President and
Chief Accounting Officer
Date: November 16, 2005