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
December 15, 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
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(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 December 15, 2005, Weyerhaeuser Company issued a press release stating the
following:
Weyerhaeuser Company Announces Results of Debt Tender Offer
FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE: WY) announced the expiration,
as of 12:00 midnight, New York City time on Dec. 14, 2005, of its Maximum Tender
Offers. The terms and conditions of the Maximum Tender Offers are described in
the Offer to Purchase dated Nov. 16, 2005.
As previously announced, the Maximum Principal Amount to be Accepted by
Weyerhaeuser pursuant to the Maximum Tender Offers is $222,250,000. Because the
principal amount of 6.125 percent Notes due March 15, 2007 validly tendered and
not validly withdrawn exceeds the Maximum Principal Amount to be Accepted,
Weyerhaeuser will not purchase any of its 5.950 percent Notes due Nov. 1, 2008.
According to Global Bondholder Services Corporation, the depositary for the
Offers, $360,559,000 in aggregate principal amount of 6.125 percent Notes due
March 15, 2007 were validly tendered and not validly withdrawn on or before the
expiration date. According to the terms and conditions of the Offers,
$222,250,000 in aggregate principal amount of 6.125 percent Notes due March 15,
2007 were validly tendered and accepted for purchase, resulting in a Final
Proration Factor of 61.7 percent.
As previously announced, $277,750,000 in aggregate principal amount of
securities in the Any and All Offers, which expired on Dec. 1, 2005 were validly
tendered and accepted for purchase on Dec. 2, 2005.
JPMorgan Securities, Inc. and Banc of America Securities LLC served as the
dealer managers for the Offers and Deutsche Bank Securities, Inc. was co-dealer
manager for the Offers. Global Bondholder Services Corporation served as the
Depositary and Information Agent for the Offers.
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: December 15, 2005