Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
November
24, 2008
(Date
of
earliest event report)
WEYERHAEUSER
COMPANY
(Exact
name of registrant as specified in charter)
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Washington
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1-4825
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91-0470860
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(State
or other juristiction of incorporation or
organization)
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(Commission
File
Number)
|
(IRS
Employer
Identification
Number)
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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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF
CONTENTS
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C., 20549
ITEM
7.01. REGULATION FD DISCLOSURE
On
November 24, 2008, Weyerhaeuser Company issued a press release stating the
following:
Weyerhaeuser
Announces Cash Tender Offers
For
Up to $700 Million Principal Amount of its Securities
FEDERAL
WAY, Wash.
(Nov.
24, 2008) - Weyerhaeuser Company (NYSE:WY) announced today the commencement
of
cash tender offers to purchase up to $700 million principal amount of selected
securities in its debt portfolio.
Weyerhaeuser
is making two separate offers (each an “Offer,” and collectively, the “Offers”),
with one Offer to purchase any and all outstanding Securities listed under
the
heading “Any and All Tender Offer” in the table below (the “Any and All Tender
Offer”) and one Offer to purchase up to the Tender Cap described under the
heading “Dutch Auction Tender Offer” in the table below (the “Dutch Auction
Tender Offer”), both of which are made pursuant to the terms and conditions set
forth in an Offer to Purchase dated Nov. 24, 2008.
In
the
Any and All Tender Offer, Weyerhaeuser is offering to purchase any and all
of
the outstanding Floating Rate Notes due Sept. 24, 2009.
In
the
Dutch Auction Tender Offer, Weyerhaeuser is offering to purchase up to the
Tender Cap of its outstanding 6.75 percent Notes due March 15,
2012.
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CUSIP
Number
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Title
of Security
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Principal
Amount Outstanding
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Tender
Cap
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Early
Tender
Premium
(1)
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Purchase
Price (1)
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Offer
for Securities Listed Below: Any and All Tender
Offer
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962166BU7
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Floating
Rate Notes due 9/24/09
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$450,000,000
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N/A
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N/A
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$970
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Offer
for Securities Listed Below: Dutch Auction Tender
Offer
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962166BP8
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6.75%
Notes due
3/15/12
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$1,683,122,000
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$250,000,000
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$20
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$830
- $880 (2) (acceptable range)
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(1) Per
$1,000 principal amount of Securities that are accepted for
purchase.
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(2) Purchase
Price minus Early Tender Premium equals Late Purchase
Price.
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The
Any
and All Tender Offer will expire at 5:00 p.m., New York City time, on Dec.
8,
2008, unless extended (such date and time, as the same may be extended, the
“Any
and All Tender Offer Expiration Date”). Holders of Securities subject to the Any
and All Tender Offer must validly tender and not validly withdraw their
Securities at or before 5:00 p.m., New York City time, on the Any and All
Tender Offer Expiration Date to receive the Purchase Price (set out
above).
The
Dutch
Auction Tender Offer (defined below) will expire at 12:00 midnight, New York
City time, on Dec. 22, 2008, unless extended (such date and time, as the same
may be extended, the “Dutch Auction Tender Offer Expiration Date”). Holders of
Securities subject to the Dutch Auction Tender Offer must validly tender and
not
validly withdraw their Securities at or before 5:00 p.m., New York City time,
on
Dec. 8, 2008, unless extended (such date and time, as the same may be extended,
the “Dutch Auction Early Tender Date”) to receive the Purchase Price (defined
below). The deadline for Holders to validly withdraw tenders of Securities
in
the Dutch Auction Tender Offer is 5:00 p.m., New York City time, on Dec. 8,
2008, unless extended (such date and time, as the same may be extended, the
“Dutch Auction Tender Offer Withdrawal Deadline”). Holders of Securities subject
to the Dutch Auction Tender Offer who validly tender their Securities after
the
Dutch Auction Early Tender Date and at or before 12:00 midnight, New York City
time, on the Dutch Auction Tender Offer Expiration Date will receive the
Purchase Price (determined pursuant to the modified “Dutch Auction” procedure
described below) minus the Early Tender Premium set out in the table above
(the
Purchase Price minus the applicable Early Tender Premium, the “Late Purchase
Price”).
The
“Any
and All Tender Offer Purchase Price” for each $1,000 principal amount of
Securities tendered and accepted for payment pursuant to the Any and All Tender
Offer will be the amount set forth on the cover of the Offer to
Purchase.
The “Dutch
Auction Tender Offer Purchase Price.”
Under
the modified “Dutch Auction” procedure, Weyerhaeuser will accept Securities
validly tendered in the order of the lowest to the highest tender prices
specified by tendering Holders (in increments of $2.50), and will select the
single lowest price per $1,000 principal amount of Securities to enable the
Company to purchase the amount of Securities equal to the Tender Cap (or, if
less than the Tender Cap are validly tendered, all Securities so tendered).
The
Purchase Price at which Securities were tendered (before the subtraction of
the
Early Tender Premium, if applicable, as described below) will be used for the
purpose of determining the Purchase Price and proration, as described below.
Weyerhaeuser will pay the same Purchase Price (subject to adjustment, as
described below) for all Securities validly tendered at or below the clearing
price and accepted for purchase in the Dutch Auction Tender Offer. The Purchase
Price paid for Securities tendered in the Dutch Auction Tender Offer after
the
Dutch Auction Early Tender Date will be reduced by the Early Tender Premium
set
out above. If the aggregate amount of Securities validly tendered at or below
the clearing price and not validly withdrawn exceeds the Tender Cap, then,
subject to the terms and conditions of the Dutch Auction Tender Offer,
Weyerhaeuser will accept for purchase, first, all Securities validly tendered
at
prices (in increments of $2.50) below the clearing price and, thereafter, the
Securities validly tendered at the clearing spread on a prorated basis according
to the principal amount of such Securities. We will make appropriate adjustments
downward to the nearest $1,000 principal amount to avoid purchases of Securities
in principal amounts other than integral multiples of $1,000.
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 Tender
Offer
is expected to be Dec. 9, 2008 and the settlement date for the Dutch Auction
Tender Offer is expected to be Dec. 23, 2008.
Banc
of
America Securities LLC and Citigroup Global Markets Inc. are the lead dealer
managers for the offers. J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. are the co-dealer managers 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 Banc of America Securities LLC toll free
at
(888) 292-0070 or collect at (704) 388-4603, Attn. Debt Advisory Services or
Citigroup Global Markets, Inc. toll free at (800) 558-3745 or collect at
(212) 723-6106, 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 forest products companies, was incorporated
in 1900. In 2007, sales were $16.3 billion. It has offices or operations in
13
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.
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WEYERHAEUSER
COMPANY |
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| Date: November
25, 2008 |
By: |
/s/ Jeanne
Hillman |
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Its: Vice
President and |
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Chief
Accounting Officer |