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
December
23, 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
jurisdiction of incorporation or organization)
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(Commission File
Number)
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(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:
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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
Item
7.01. Regulation FD Disclosure
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C., 20549
ITEM
7.01. REGULATION FD DISCLOSURE
On
December 23, 2008, Weyerhaeuser Company issued a press release stating the
following:
Weyerhaeuser
Announces Expiration of Dutch Auction Tender Offer
FEDERAL WAY, Wash. (Dec. 23,
2008) – Weyerhaeuser Company (NYSE:WY) announced today the final results of its
dutch auction tender offer (the “Dutch Auction Tender Offer”). The
terms and conditions of the Dutch Auction Tender Offer are set forth in an Offer
to Purchase dated Nov. 24, 2008 and accompanying Letter of
Transmittal.
In the
Dutch Auction Tender Offer, Weyerhaeuser offered to purchase up to $250 million
principal amount of its outstanding 6.75 percent Notes due March 15, 2012 (the
“Securities”). The Dutch Auction Tender Offer expired at midnight, New York City
time, on Dec. 22, 2008. On Dec. 22, 2008, $363,941,000 principal
amount (of a total outstanding principal amount of $1,683,122,000) of Securities
had been validly tendered in connection with the Dutch Auction Tender
Offer.
Weyerhaeuser
has accepted $250,000,000 principal amount of the Securities. Because
the aggregate amount of Securities tendered exceeds $250,000,000, the Securities
will be prorated as provided in the Offer to Purchase with a proration factor of
0.51066 for all holders that tendered at the clearing price.
Holders
of Securities subject to the Dutch Auction Tender Offer who validly tendered and
did not validly withdraw their Securities at or before 5 p.m., New York City
time, on Dec. 8, 2008, will receive $875.00 per $1,000 principal amount of the
Securities, which includes the Early Tender Premium of $20 per $1,000 principal
amount of Securities. Holders who validly tendered their Securities after Dec.
8, 2008 and at or before midnight, New York City time, on Dec. 22, 2008 will
receive $855.00 per $1,000 principal amount of the Securities, which does not
include the Early Tender Premium of $20 per $1,000 principal amount of
Securities.
In
addition to any consideration received, Holders who tendered securities will be
paid any accrued and unpaid interest calculated up to but not including the
settlement date. The settlement date for the Dutch Auction Tender
Offer is expected to be Dec. 23, 2008.
Banc of
America Securities LLC and Citi were the lead dealer managers for the Dutch
Auction Tender Offer. J.P. Morgan Securities Inc., Morgan Stanley
& Co. Incorporated and Goldman, Sachs & Co. were the co-dealer managers
for the Dutch Auction Tender Offer. Global Bondholder Services
Corporation was 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 Dutch Auction Tender Offer was made only by the
Offer to Purchase, and the information in this news release is qualified by
reference to the Offer to Purchase. Persons with questions regarding
the Dutch Auction Tender Offer should contact Banc of America Securities LLC
toll free at (888) 292-0070 or collect at (704) 388-4603, Attn. Debt Advisory
Services or Citi 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:
December 23, 2008
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By:
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/s/ Jeanne
Hillman
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Its: |
Vice
President and Chief
Accounting Officer
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