AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2002
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
WASHINGTON 2400 91-0470860
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98003
TELEPHONE: (253) 924-2345
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
CLAIRE S. GRACE
CORPORATE SECRETARY AND ASSISTANT GENERAL COUNSEL
WEYERHAEUSER COMPANY
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98003
TELEPHONE: (253) 924-2345
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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 OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ] ____________
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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5.95% Notes due 2008...... $750,000,000 100% $750,000,000 $69,000
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 8, 2002
PROSPECTUS
WEYERHAEUSER COMPANY
OFFER TO EXCHANGE ITS
5.95% NOTES DUE 2008
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 FOR ANY AND ALL
OF ITS OUTSTANDING 5.95% NOTES DUE 2008
- We are offering to exchange up to $750,000,000 aggregate principal amount of
our 5.95% Notes due 2008 that have been registered under the Securities Act of
1933 for a like aggregate principal amount of our 5.95% Notes due 2008 that we
previously issued without registration under the Securities Act.
- The terms of the exchange notes will be identical in all material respects to
the terms of the old notes, except that the transfer restrictions,
registration rights and additional interest provisions applicable to the old
notes will not apply to the exchange notes.
- We will issue exchange notes in exchange for all old notes that are validly
tendered and not withdrawn.
- The exchange offer will expire at 5:00 p.m., New York City time, on
, 2002 unless we extend it.
- You may withdraw tenders of old notes at any time before 5:00 p.m., New York
City time, on the date of the expiration of the exchange offer.
- We will not receive any cash proceeds from the exchange offer.
- No dealer-manager is being used in connection with the exchange offer.
- The exchange of the exchange notes for old notes will not be a taxable
transaction for U.S. federal income tax purposes.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
We are not making this exchange offer in any state where it is not permitted.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 2002.
TABLE OF CONTENTS
PAGE
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Special Note Regarding Forward-Looking Statements........... 2
Prospectus Summary.......................................... 4
Recent Developments......................................... 9
Use of Proceeds............................................. 11
Ratios of Earnings to Fixed Charges......................... 11
The Exchange Offer.......................................... 11
Description of the Exchange Notes........................... 21
Certain United States Federal Income Tax Considerations..... 31
Plan of Distribution........................................ 33
Available Information....................................... 33
Incorporation by Reference.................................. 34
Legal Matters............................................... 34
Experts..................................................... 35
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We have not authorized any person to give any information or to make any
representation in connection with this offer other than the information
contained and incorporated or deemed to be incorporated by reference in this
prospectus, and, if given or made, that information or representation must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer or solicitation of an offer by anyone in any jurisdiction in
which that offer or solicitation is not authorized, or in which the person is
not qualified to do so or to any person to whom it is unlawful to make an offer
or solicitation. Neither the delivery of this prospectus nor any exchange or
sale under this prospectus will, under any circumstances, create an implication
that there has been no change in our affairs since the date of this prospectus,
that the information contained in this prospectus is correct as of any time
subsequent to its date, or that any information incorporated or deemed to be
incorporated by reference in this prospectus is correct as of any time
subsequent to its date.
This prospectus incorporates important business and financial information
about us that is not included in or delivered with this prospectus. This
information is available without charge to you upon written or oral request. To
receive a copy of any of the documents incorporated by reference in this
prospectus, other than exhibits unless they are specifically incorporated by
reference in those documents, call or write to our Director of Investor
Relations at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington
98063-9777, telephone (253) 924-2058. IN ADDITION, TO OBTAIN TIMELY DELIVERY OF
ANY INFORMATION YOU REQUEST, YOU MUST SUBMIT YOUR REQUEST NO LATER THAN
, 2002, WHICH IS FIVE DAYS BEFORE THE EXCHANGE OFFER IS CURRENTLY
SCHEDULED TO EXPIRE.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be incorporated
by reference in this prospectus contain statements concerning our future results
and performance and other matters that are "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are subject to
a number of risks and uncertainties and should not be relied upon as predictions
of future events. Some of these forward-looking statements can be identified by
the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," "seeks," "approximately," "intends," "plans," "pro forma,"
"estimates" or "anticipates" or the negative or other variations of those terms
or comparable terminology, or by discussions of strategy, plans or intentions.
In particular, some of these forward-looking statements deal with matters such
as anticipated synergies, cost savings, cash flow, earnings, earnings per share
and shareholder value that may be realized as a result of our pending
acquisition of Willamette Industries, Inc. and with the anticipated effect of
that acquisition on our results of operations, financial condition and
prospects. The accuracy of these
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forward-looking statements is subject to a number of risks, uncertainties and
assumptions that may cause actual results to differ materially from those
projected, including, but not limited to:
- the effect of general economic conditions;
- market demand for our products, which may be tied to the relative
strength of various U.S. business segments;
- performance of our manufacturing operations;
- the level of competition from foreign producers;
- the effect of forestry, land use, environmental and other governmental
regulations;
- the risk of losses from terrorist activity, fires, floods and other
natural disasters; and
- our ability to successfully integrate and manage any businesses or
companies we acquire and to realize anticipated cost savings and
synergies, if any, from those acquisitions, and the ability of any
businesses or companies we acquire to perform in accordance with our
expectations.
We are also a large exporter and operate in a number of countries and we
are affected by changes in economic activity in Canada, Europe and Asia,
particularly Japan, and by changes in currency exchange rates, particularly the
relative value of the U.S. dollar and the Euro, plus restrictions on
international trade or tariffs imposed on imports. These and other factors that
could cause or contribute to actual results differing materially from these
forward-looking statements are discussed in greater detail elsewhere in this
prospectus and in the documents incorporated and deemed to be incorporated by
reference in this prospectus.
3
PROSPECTUS SUMMARY
This summary does not contain all of the information that may be important
to you. You should carefully read the detailed information appearing elsewhere
in this prospectus, the related letter of transmittal and the documents
incorporated and deemed to be incorporated by reference in this prospectus.
In this prospectus, we sometimes refer to our 5.95% Notes due 2008 that we
previously issued as the "old notes," the 5.95% Notes due 2008 that we are
offering in exchange for the old notes as the "exchange notes" and the old notes
and the exchange notes as, collectively, the "notes." We also sometimes refer to
the exchange offer made by this prospectus and the related letter of transmittal
as the "exchange offer" and to that letter of transmittal as the "letter of
transmittal."
WEYERHAEUSER COMPANY
Weyerhaeuser Company was incorporated in the State of Washington in January
1900 as Weyerhaeuser Timber Company. We are principally engaged in the growing
and harvesting of timber and the manufacture, distribution and sale of forest
products, real estate development and construction, and other real estate
related activities. Our principal business segments, which account for the
majority of our sales, earnings and asset base, are timberlands, wood products,
and pulp, paper and packaging. The mailing address of our principal executive
offices is 33663 Weyerhaeuser Way South, Federal Way, Washington 98003 and the
telephone number of our principal executive offices is (253) 924-2345.
THE EXCHANGE OFFER
General....................... We are offering to exchange up to $750,000,000
aggregate principal amount of exchange notes
for a like aggregate principal amount of old
notes. Old notes may be tendered for exchange
in whole or in part in a principal amount of
$1,000 and integral multiples $1,000. The terms
of the exchange notes will be identical in all
material respects to the terms of the old
notes, except that the transfer restrictions,
registration rights and additional interest
provisions applicable to the old notes will not
apply to the exchange notes. We are making the
exchange offer in order to satisfy our
obligations under a registration rights
agreement, which we refer to as the
"registration rights agreement," that we
entered into in connection with the initial
issuance of the old notes.
If the exchange offer is not completed by the
date specified in the registration rights
agreement, we will be required to pay
additional interest on the old notes until the
exchange offer is completed unless we file a
shelf registration statement for the old notes
with the Securities and Exchange Commission and
comply with other conditions.
Expiration Date............... 5:00 p.m., New York City time, on , 2002,
which we refer to as the "Expiration Date,"
unless we extend the term of the exchange
offer, in which case the term "Expiration Date"
will mean the latest date and time to which the
exchange offer is extended. See "The Exchange
Offer -- Expiration Date; Extensions;
Amendments."
Procedure for Tendering Old
Notes......................... To tender old notes, holders must complete,
sign and date the letter of transmittal and
deliver it, together with certificates for the
old notes to be exchanged and any other
required documents, to the exchange agent
referred to below or comply with the procedures
for book-entry transfer, in each case on or
prior to the Expiration Date and in accordance
with the detailed procedures specified in this
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prospectus and the letter of transmittal.
Holders of old notes who are unable to deliver
these documents or comply with the procedures
for book-entry transfer on or prior to the
Expiration Date may follow the guaranteed
delivery procedures described in this
prospectus. See "The Exchange
Offer -- Procedures for Tendering Old Notes."
Holders of old notes registered in the name of
a broker, dealer, commercial bank, trust
company or other nominee are urged to contact
that person promptly if they wish to tender old
notes. Letters of transmittal and other
required documents should not be sent to us.
Those documents should only be sent to the
exchange agent. Questions regarding how to
tender and requests for information should be
directed to the exchange agent. See "The
Exchange Offer -- Exchange Agent."
Withdrawal Rights............. Tenders of old notes may be withdrawn at any
time on or prior to the Expiration Date by
delivering a written notice of withdrawal to
the exchange agent in conformity with the
procedures described under "The Exchange
Offer -- Withdrawal Rights."
Conditions to the Exchange
Offer......................... We will not be required to accept for exchange,
or to exchange, any old notes if specified
events or conditions have occurred or exist or
have not been satisfied. If we determine that
any of these events or conditions has occurred
or exists or has not been satisfied, we may,
subject to applicable law, terminate the
exchange offer, waive that condition or
otherwise amend the terms of the exchange offer
in any respect. See "The Exchange
Offer -- Certain Conditions to the Exchange
Offer."
Resales of Exchange Notes..... Based on existing interpretations by the staff
of the SEC contained in interpretive letters
issued to parties unrelated to us, we believe
that, except as described in the next sentence,
you will generally be able to transfer the
exchange notes issued pursuant to the exchange
offer without compliance with the registration
or prospectus delivery requirements of the
Securities Act, so long as you are not an
affiliate of ours, you acquire the exchange
notes in the ordinary course of your business,
you have no arrangement or understanding with
any person to participate in the distribution
of the old notes or the exchange notes within
the meaning of the Securities Act and you are
not a broker-dealer that purchased the old
notes being tendered in the exchange offer
directly from us for resale pursuant to Rule
144A or any other available exemption from
registration under the Securities Act. However,
if you are a broker-dealer and receive exchange
notes in exchange for old notes that were
acquired for your own account as a result of
market-making activities or other trading
activities, you must deliver a prospectus
meeting the requirements of the Securities Act
in connection with any resale of the exchange
notes. Each holder of old notes who wishes to
receive exchange notes will be required to make
specified representations and warranties to us
in order to insure compliance with the
interpretive letters referred to above. See
"The Exchange Offer -- Resales of Exchange
Notes."
Exchange Agent................ The exchange agent for the exchange offer is
JPMorgan Chase Bank. The address and telephone
and facsimile numbers of the
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exchange agent appear under "The Exchange
Offer -- Exchange Agent."
Use of Proceeds............... We will not receive any cash proceeds from the
issuance of the exchange notes offered by this
prospectus.
Consequences of Failure to
Exchange
the Old Notes............... Any old notes that are not tendered and
exchanged for exchange notes will remain
outstanding following the exchange offer, will
continue to be subject to transfer restrictions
and to bear interest at the rate of 5.95% per
annum, but will not be entitled to any
additional interest or registration rights
under the registration rights agreement. If old
notes are tendered and accepted in the exchange
offer, a holders' ability to sell any old notes
that remain outstanding could be adversely
affected and there may be no trading market for
the old notes. See "-- Consequences of Failure
to Exchange the Old Notes" below.
United States Federal Income
Tax
Considerations.............. The exchange of the exchange notes for old
notes will not be a taxable transaction for
U.S. federal income tax purposes. Holders of
old notes should review the information
appearing under "Certain United States Federal
Income Tax Considerations" prior to tendering
old notes in the exchange offer.
THE EXCHANGE NOTES
Issuer........................ Weyerhaeuser Company, a Washington corporation.
Ranking....................... The exchange notes will be the unsecured and
unsubordinated obligations of Weyerhaeuser
Company and will rank equally with all other
unsecured and unsubordinated indebtedness of
Weyerhaeuser Company.
Exchange Notes Offered........ $750,000,000 in principal amount of 5.95% Notes
due 2008.
Maturity Date................. November 1, 2008.
Interest...................... Interest rate: 5.95% per annum, accruing from
the most recent date to which interest has been
paid or duly provided for on the old notes or,
if no interest has been paid or duly provided
for on the old notes, from October 22, 2001,
subject to the discussion below with respect to
the first interest payment.
Payment frequency: semiannually on May 1 and
November 1.
First payment: The first interest payment date
for the notes is May 1, 2002, and the interest
payable on that date will be paid to the
persons in whose names the notes are registered
at the close of business on April 15, 2002. In
the event that any exchange notes are
originally issued in exchange for old notes
after April 15, 2002 and on or before May 1,
2002, then the interest payable on those
exchange notes on May 1, 2002 will be paid to
the persons who were the registered holders of
those old notes at the close of business on
April 15, 2002. In the event that any exchange
notes are originally issued after May 1, 2002,
then the first interest payment date for those
exchange notes will be November 1, 2002 and the
interest payable on those exchange notes on
that date will be paid to the persons who were
the registered holders of those exchange notes
at the close of business on October 15, 2002.
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Optional Redemption........... We may redeem some or all of the exchange
notes, at any time or from time to time, at the
redemption prices described in the section
entitled "Description of the Exchange
Notes -- Optional Redemption." The exchange
notes will not be subject to any sinking fund
provision.
Covenants..................... We will issue the exchange notes under an
indenture with JPMorgan Chase Bank, as trustee.
The indenture will, among other things,
restrict our ability and the ability of our
"subsidiaries," as that term is defined in the
indenture, to:
- incur indebtedness for borrowed money
secured by mortgages on timber or
timberlands located in specified states or
on any principal manufacturing plant
located in the United States unless we
secure the notes and any other debt
securities issued under the indenture
equally and ratably with, or prior to, that
indebtedness; and
- enter into specified sale and leaseback
transactions with respect to real property
located in the United States unless we
apply the proceeds from those transactions
to repay indebtedness or unless we would be
entitled, pursuant to the limitation on
liens covenant, to incur indebtedness for
borrowed money secured by a mortgage on the
leased property without equally and ratably
securing the debt securities issued under
the indenture.
These covenants are subject to a number of
exceptions and limitations and you should
carefully review the information under
"Description of the Exchange Notes -- Certain
Restrictions" for more information.
Form of Exchange Notes........ The exchange notes will be issued in book-entry
form and will be evidenced by one or more
global certificates, which we sometimes refer
to as "global exchange notes," registered in
the name of Cede & Co., as nominee of The
Depository Trust Company, or "DTC." Holders of
interests in global exchange notes will not be
entitled to receive exchange notes in
definitive certificated form registered in
their names except in the limited circumstances
described under "Description of the Exchange
Notes -- Book-Entry; Delivery and Form."
Absence of a Public Market for
the
Exchange Notes.............. The exchange notes will be a new issue of
securities for which there is no established
market. Accordingly, there can be no assurance
that a market for the exchange notes will
develop or as to the liquidity of any market
that may develop. The broker-dealers that
initially purchased the old notes directly from
us have previously advised us that they intend
to make a market in the exchange notes.
However, they are not obligated to do so and
any market making with respect to the exchange
notes may be discontinued without notice.
CONSEQUENCES OF FAILURE TO EXCHANGE THE OLD NOTES
The old notes have not been registered under the Securities Act or any
state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws or pursuant to an
exemption from or in a
7
transaction not subject to those requirements. The transfer of old notes is also
subject to other conditions and restrictions set forth in the related indenture.
Any old notes that are not tendered and exchanged for exchange notes will remain
outstanding after consummation of the exchange offer and will continue to bear a
legend reflecting those restrictions on transfer. In addition, upon consummation
of the exchange offer, holders of old notes that remain outstanding will not be
entitled to any rights under the registration rights agreement to have those old
notes registered under the Securities Act. We do not intend to register under
the Securities Act any old notes which remain outstanding after completion of
the exchange offer.
If old notes are tendered and accepted in the exchange offer, a holder's
ability to sell any old notes that remain outstanding could be adversely
affected and there may be no trading market for those old notes. To the extent
that old notes are tendered and accepted in the exchange offer, the principal
amount of outstanding old notes will decrease, which will likely adversely
affect the liquidity of any trading market for the old notes that may exist.
In the registration rights agreement we agreed, among other things, to use
our reasonable best efforts to consummate an exchange offer of exchange notes
for old notes. The registration rights agreement provides, among other things,
that if we do not consummate the exchange offer by a specified date, additional
interest will accrue and be payable on the old notes until the exchange offer is
completed unless we file a shelf registration for the old notes with the SEC and
comply with other conditions. Following completion of the exchange offer, the
old notes will not be entitled to any additional interest under the registration
rights agreement and will continue to bear interest at the same rate as the
exchange notes.
The old notes and the exchange notes will be issued under the same
indenture and will constitute a single series of debt securities under that
indenture. If the exchange offer is consummated, any old notes that remain
outstanding and the exchange notes will constitute a single series of debt
securities under the indenture. This means that, in circumstances where the
indenture provides for holders of debt securities of any series issued under the
indenture to vote or take any other action as a class, the old notes and the
exchange notes will vote or take that action as a single class.
8
RECENT DEVELOPMENTS
CEDAR RIVER RECAPITALIZATION
On July 2, 2001, we acquired the remaining 50% interest in Cedar River
Paper Company, a joint venture in Cedar Rapids, Iowa which we refer to as
"CRPC." CRPC manufactures liner and medium containerboard from recycled fiber.
We paid cash and retired CRPC debt in connection with the transaction for a
total purchase price of $261 million. As of the end of our second fiscal quarter
of 2001, we held a 50% interest in CRPC, which we reported as an investment in
equity affiliates in our consolidated financial statements. Since July 2001, the
balances and activities of CRPC have been reported as part of our consolidated
operations.
AUGUST 2001 SALE OF $840 MILLION OF NOTES; OCTOBER 2001 SALE OF $750 MILLION OF
OLD NOTES
On August 3, 2001, we issued $840 million of 6.0% notes due August 1, 2006.
On October 22, 2001, we issued $750 million of old notes.
PENDING ACQUISITION OF WILLAMETTE INDUSTRIES, INC.
On November 29, 2000, Company Holdings, Inc., our wholly-owned subsidiary
which we refer to as "CHI," commenced a tender offer for all of the outstanding
shares of common stock of Willamette Industries, Inc. at a price of $48.00 per
share. We announced that we were increasing the tender offer price to $50.00 per
share on May 7, 2001 and to $55.00 per share on December 13, 2001.
On January 28, 2002, we entered into a merger agreement with Willamette and
CHI. Pursuant to the merger agreement, CHI filed an amended tender offer for all
of the outstanding shares of common stock of Willamette at a purchase price of
$55.50 per share. The amended tender offer expires at midnight on February 8,
2002. Upon expiration of the tender offer, we expect to consummate a second step
merger of Willamette with CHI pursuant to which each then outstanding Willamette
share, other than those held by us and our subsidiaries, will be converted into
the right to receive an amount in cash equal to the price per share paid by us
in the amended tender offer. Upon completion of the merger, Willamette will
become our wholly-owned subsidiary.
Pursuant to the merger agreement, holders of options to purchase shares of
Willamette common stock are able to elect to surrender their options in exchange
for a per option cash payment equal to the amount by which $55.50 exceeded the
option exercise price. At the time of the merger, options that were not
surrendered will become options to purchase shares of our common stock in an
amount and at an exercise price adjusted by a conversion ratio based on the
$55.50 per share paid in the tender offer and the merger and the market price of
our common stock.
We expect that funding for the acquisition will be provided under credit
facilities to be made available pursuant to a commitment letter from Morgan
Stanley Senior Funding, Inc. and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), both of which are affiliates of broker-dealers that were the
initial purchasers in the offering of the old notes and to which we collectively
refer as the "Leader Lenders." We refer to these credit facilities, which
provide for total borrowings of up to $6.3 billion, as the "Credit Facilities."
The Credit Facilities are expected to be comprised of:
(1) a 364-day revolving credit facility in the aggregate amount of
$1.55 billion, which we may, at our option, renew for an additional 12
months provided no default has occurred,
(2) a five-year revolving credit facility in the aggregate amount of
$1.55 billion, and
(3) a bridge revolving credit facility in the aggregate amount of $3.2
billion, which will mature 18 months after the closing date of the Credit
Facilities.
The closing of the Credit Facilities is subject to conditions, including the
execution of a credit agreement and other definitive documentation, and
individual borrowings will be subject to customary conditions. Among other
things, we expect that the Credit Facilities will also contain representations
and warranties, financial and other covenants, mandatory prepayment provisions
and events of default.
We estimate that the total amount of funds required to purchase the
outstanding Willamette shares pursuant to the amended tender offer and to pay
estimated fees and expenses related to the acquisition will be
9
approximately $6.3 billion, substantially all of which is expected to be
financed through borrowings under the Credit Facilities. We cannot assure you
that the total amount required to complete the acquisition and to pay related
fees and expenses will not exceed $6.3 billion. In addition, we expect that,
when the acquisition is consummated, we will assume approximately $1.7 billion
of Willamette's outstanding indebtedness.
ANTICIPATED REDUCTION IN CREDIT RATING ON OUR DEBT SECURITIES
Credit rating agencies may from time to time change their ratings on our
debt securities, including the old notes and, if issued the exchange notes, as a
result of our operating results or actions we take or as a result of a change in
the views of the credit rating agencies regarding, among other things, the
general outlook for our industry or the economy. In particular, a significant
increase in the level of our outstanding indebtedness, whether as a result of
the Willamette transaction or otherwise, may result in a decrease in the credit
rating on our debt securities. On November 13, 2000, Moody's Investor Services
announced that it had placed its rating on our senior unsecured debt, which
includes the old notes and, if issued, will include the exchange notes, under
review for a possible downgrade as a result of our pending acquisition of
Willamette. On December 14, 2001, Standard & Poor's indicated that, if the
Willamette transaction were completed as then structured, Standard & Poor's
would likely lower its rating on our long-term senior debt, which includes the
old notes and, if issued, will include the exchange notes, to "BBB" from "A-"
and that the outlook for its rating on our long-term debt will be negative. In
addition, we are not able to predict the effect of the Willamette acquisition on
our financial condition or results of operations, including cash flows, earnings
or earnings per share. There can be no assurance that Standard & Poor's and
Moody's will not reduce their ratings of our debt securities or that other
ratings agencies will not reduce their ratings of our debt securities or place
those debt securities on a so-called "watch list" for possible future
downgrading. Any of these events will likely increase our costs of debt and
other financing and have an adverse effect on the market price of the old notes
and, if issued, the exchange notes. The credit ratings accorded to our debt
securities are not recommendations to purchase, hold or sell the debt securities
inasmuch as those ratings do not comment as to the market price or suitability
for particular investors.
COUNTERVAILING DUTY ACTION
Following the expiration of a five-year agreement between the United States
and Canada, on April 2, 2001, the Coalition for Fair Lumber Imports, or the
"Coalition," filed a petition with the United States Department of Commerce, or
the "Department," and the International Trade Commission, or the "ITC," claiming
that imports of softwood lumber from Canada were being subsidized by Canada and
were being "dumped" into the U.S. market (sold at less than fair value). The
Coalition asked that countervailing duty, or "CVD," and anti-dumping tariffs be
imposed on softwood lumber imported from Canada. In August 2001, the Department
issued a preliminary finding that certain Canadian provinces were subsidizing
logs by collecting below market stumpage payments and declared a preliminary CVD
rate of 19.3%, retroactive to May 18, 2001. We have accrued for the estimated
cost of the CVD. The Department also requested that Weyerhaeuser and five other
Canadian companies provide data for the anti-dumping investigation. In its
preliminary ruling issued on October 31, 2001, the Department found that we had
engaged in dumping and set a preliminary "dumping margin" for us of 11.93%. We
intend to contest the Department's finding that we have engaged in dumping, but
will now post a bond or cash to cover the estimated amount for the duties that
would be collected in the event it is finally determined that dumping did occur.
A final ruling on both the CVD and the anti-dumping cases, which is expected
during the second quarter of 2002, will contain the determination of whether to
make the CVD and anti-dumping duties final and, if so, at what levels. The
Department would then conduct periodic reviews over the following five years to
determine whether we have engaged in dumping and whether Canada continued to
subsidize softwood logs, and, if so, the dumping margin and CVD to impose. At
the end of five years both the countervailing duty and anti-dumping orders would
be automatically reviewed in a "sunset" proceeding to determine whether dumping
or a countervailing subsidy would be likely to continue or recur. We believe
that the controversy has created some volatility and uncertainty in the
marketplace, but has not had a material adverse effect on our results of
operations. There can be no assurance, however, that if a permanent CVD or
anti-dumping duty is imposed, it will not have a material adverse effect on our
results of operations in the future.
10
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
notes offered by this prospectus. In consideration of issuing the exchange notes
as contemplated by this prospectus, we will receive a like principal amount of
old notes. The terms of the exchange notes will be identical in all material
respects to the terms of the old notes, except that the transfer restrictions,
registration rights and additional interest provisions applicable to the old
notes will not be applicable to the exchange notes. The old notes tendered in
exchange for the exchange notes will be retired and cancelled. Accordingly, the
issuance of the exchange notes will not result in any increase in our
indebtedness.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table presents the ratios of earnings to fixed charges for
Weyerhaeuser Company and its consolidated subsidiaries for the periods
indicated.
THIRTY-NINE WEEKS
--------------------- FISCAL YEAR
SEPT. 30, SEPT. 24, -------------------------------------
2001 2000 2000 1999 1998 1997 1996
--------- --------- ----- ----- ----- ----- -----
Ratio of earnings to fixed
charges(1)......................... 2.69x 3.70x 3.58x 3.45x 2.20x 2.29x 2.59x
---------------
(1) For the purpose of calculating the ratios of earnings to fixed charges,
earnings consist of earnings before income taxes, extraordinary items,
undistributed earnings of equity investments and fixed charges. Fixed
charges consist of interest on indebtedness, amortization of debt expense
and one-third of rents, which we deem representative of an interest factor.
The ratios of earnings to fixed charges of Weyerhaeuser Company with its
Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and
Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity
method but excluding the undistributed earnings of those subsidiaries were
2.05x and 3.77x for the thirty-nine weeks ended September 30, 2001 and
September 24, 2000, respectively, and 3.58x, 3.78x, 2.72x, 2.91x and 3.26x
for the fiscal years ended December 31, 2000, December 26, 1999, December
27, 1998, December 28, 1997 and December 29, 1996, respectively.
THE EXCHANGE OFFER
The following summary of selected provisions of the exchange offer and the
registration rights agreement is not complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the exchange
offer appearing in this prospectus and the related letter of transmittal and all
of the provisions of the registration rights agreement. A copy of the letter of
transmittal is being distributed to holders of the old notes together with this
prospectus and copies of the letter of transmittal and the registration rights
agreement have been filed as exhibits to the registration statement of which
this prospectus is a part and you may obtain copies of those documents as
described below under "Available Information" and "Incorporation by Reference."
PURPOSE OF THE EXCHANGE OFFER
In connection with the sale of the old notes, we entered into the
registration rights agreement pursuant to which we agreed, among other things,
to use our reasonable best efforts to consummate an exchange offer with respect
to the exchange of the exchange notes for old notes pursuant to an effective
registration statement. The registration rights agreement provides, among other
things, that if we have not consummated the exchange offer on or prior to June
3, 2002, then, in addition to the interest otherwise payable on the old notes,
additional interest will accrue and be payable on the old notes at the rate of
0.25% per annum from and including the day immediately succeeding June 3, 2002
until the exchange offer is consummated unless we file a shelf registration
statement with respect to the old notes with the SEC and comply with other
conditions. The terms of the exchange notes will be identical in all material
respects to the terms of the old notes, except that additional interest as
described in the preceding sentence will not be payable in respect of the
exchange notes and the exchange notes will have been registered under the
Securities Act and therefore will not be subject to certain restrictions on
transfer applicable to the old notes and will not be entitled to any
registration rights under the registration rights agreement.
11
Upon consummation of the exchange offer, holders of old notes will not be
entitled to any further registration rights under the registration rights
agreement and will not be entitled to any additional interest as described
above. In addition, failure to exchange old notes for exchange notes may have
other adverse consequences, some of which are described above under "Prospectus
Summary -- Consequences of Failure to Exchange the Old Notes."
The exchange offer is not being made to, nor will we accept tenders for
exchange from or on behalf of, holders of old notes in any jurisdiction in which
the exchange offer or the acceptance of the exchange offer would not be in
compliance with the laws of that jurisdiction or would otherwise not be in
compliance with any applicable securities or blue sky laws.
TERMS OF THE EXCHANGE OFFER
We hereby offer, upon the terms and subject to the conditions set forth in
this prospectus and in the accompanying letter of transmittal, to issue up to
$750,000,000 aggregate principal amount of exchange notes in exchange for a like
aggregate principal amount of old notes that are validly tendered on or prior to
the Expiration Date and not withdrawn in accordance with the procedures
described below. Promptly after the Expiration Date, we will issue up to
$750,000,000 aggregate principal amount of exchange notes in exchange for a like
principal amount of outstanding old notes validly tendered and accepted by us in
the exchange offer. Holders may tender their old notes in whole or in part in a
principal amount of $1,000 and integral multiples $1,000.
The exchange offer is not conditioned upon any minimum principal amount of
old notes being tendered. As of the date of this prospectus, $750,000,000
aggregate principal amount of old notes is outstanding.
Holders of old notes do not have any appraisal or dissenters' rights in
connection with the exchange offer. Old notes that are not tendered for exchange
or are tendered but not accepted in connection with the exchange offer will
remain outstanding, will continue to be entitled to the benefits of the
Indenture, as defined below, and will continue to bear interest at the rate of
5.95% per annum.
If any tendered old notes are not accepted for exchange because of an
invalid tender, the occurrence of other events described in this prospectus or
otherwise, the unaccepted old notes will be re-credited to the applicable
account at DTC or, in any case where old notes in definitive certificated form
("certificated old notes") are surrendered for exchange, we will return those
certificated old notes, without expense, to the tendering holder promptly after
the Expiration Date.
Holders who tender old notes in connection with the exchange offer will not
be required to pay brokerage commissions or fees or, except as otherwise
provided in the instructions in the letter of transmittal and in the discussion
below under "-- Fees and Expenses," transfer taxes with respect to the exchange
of old notes in connection with the exchange offer. We will pay all charges and
expenses, other than specified taxes described below, in connection with the
exchange offer. See "-- Fees and Expenses."
NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS
OF OLD NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY
PORTION OF THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE
HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD NOTES MUST
MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF
SO, THE AGGREGATE AMOUNT OF OLD NOTES TO TENDER AFTER READING THIS PROSPECTUS,
TOGETHER WITH THE DOCUMENTS INCORPORATED AND DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL, AND CONSULTING WITH
THEIR ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" means 5:00 p.m., New York City time, on
, 2002 unless we extend the term of the exchange offer, in which case
the term "Expiration Date" will mean the latest date and time to which the
exchange offer is extended.
12
We expressly reserve the right in our sole and absolute discretion, subject
to applicable law, at any time and from time to time:
(1) to delay the acceptance of the old notes for exchange,
(2) to terminate the exchange offer, whether or not any old notes have
previously been accepted for exchange, if we determine, in our sole and
absolute discretion, that any of the events or conditions referred to under
"-- Certain Conditions to the Exchange Offer" has occurred or exists or has
not been satisfied,
(3) to extend the Expiration Date of the exchange offer from time to
time and retain all old notes tendered pursuant to the exchange offer,
subject, however, to the right of holders of old notes to withdraw their
tendered old notes as described under "-- Withdrawal Rights," and
(4) to waive any condition or otherwise amend the terms of the
exchange offer in any respect.
If the exchange offer is amended in a manner determined by us to constitute
a material change, or if we waive a condition of the exchange offer that we
determine to be material, we will promptly disclose that amendment or waiver by
means of a supplement to this prospectus and we will extend the exchange offer
to the extent required by Rule 14e-1 under the Securities Exchange Act.
Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral, promptly confirmed in writing, or written notice to
the exchange agent and by making a public announcement, and that announcement in
the case of an extension will be made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
We may make that public announcement by issuing a press release or in any other
manner that we deem appropriate, subject to applicable law.
ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF EXCHANGE NOTES
Upon the terms and subject to the conditions of the exchange offer, we will
exchange, and will issue and deliver to the exchange agent, exchange notes for
old notes validly tendered and not withdrawn promptly after the Expiration Date.
In all cases, delivery of exchange notes in exchange for old notes validly
tendered and accepted for exchange pursuant to the exchange offer will be made
only after timely receipt by the exchange agent of:
(1) certificates evidencing the old notes or a book-entry confirmation
of a book-entry transfer of the old notes into the exchange agent's account
at DTC, and
(2) the letter of transmittal, properly completed and duly executed
or, if old notes are tendered pursuant to the procedures for book-entry
transfer, an agent's message, as defined below, and any other documents
required by the letter of transmittal,
in each case in compliance with the procedures described below under
"-- Procedures for Tendering Old Notes." The term "book-entry confirmation"
means a timely confirmation of a book-entry transfer of old notes into the
exchange agent's account at DTC.
Subject to the terms and conditions of the exchange offer, we will be
deemed to have accepted for exchange, and thereby exchanged, old notes validly
tendered and not withdrawn as, if and when we give oral, promptly confirmed in
writing, or written notice to the exchange agent of our acceptance of those old
notes for exchange pursuant to the exchange offer. The exchange agent will act
as our agent and as agent for tendering holders for the purpose of receiving
tenders of book-entry confirmations, agent's messages, certificated old notes,
letters of transmittal and related documents and transmitting exchange notes to
validly tendering holders. The exchange of exchange notes for old notes will be
made promptly after the Expiration Date. If, for any reason whatsoever,
acceptance for exchange or the exchange of any old notes tendered pursuant to
the exchange offer is delayed, whether before or after our acceptance for
exchange of old notes, or if we extend the exchange offer or are unable to
accept for exchange or exchange old notes tendered pursuant to the exchange
offer, then, without prejudice to our rights described in this prospectus, the
exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c)
under the Securities Exchange Act, retain tendered old notes and
13
those old notes may not be withdrawn except to the extent tendering holders are
entitled to withdrawal rights as described under "-- Withdrawal Rights."
Pursuant to the terms of the exchange offer, a holder of old notes will
represent and warrant that it has full power and authority to tender, exchange,
sell, assign and transfer old notes, that we will acquire good, marketable and
unencumbered title to the tendered old notes, free and clear of all liens,
restrictions, charges and encumbrances, and that old notes tendered for exchange
are not subject to any adverse claims or proxies. The holder also will agree
that it will, upon request, execute and deliver any additional documents deemed
by us or the exchange agent to be necessary or desirable to complete the
exchange, sale, assignment, and transfer of the old notes tendered pursuant to
the exchange offer.
PROCEDURES FOR TENDERING OLD NOTES
Valid Tender. In order for old notes to be validly tendered pursuant to
the exchange offer, a holder of old notes must either:
- complete, sign and date the letter of transmittal or a facsimile of the
letter of transmittal, have the signatures guaranteed if required by the
letter of transmittal and mail or otherwise deliver that letter of
transmittal or facsimile to the exchange agent, or
- if the old notes are tendered pursuant to procedures for book-entry
transfer described below, transmit an agents' message, as defined below,
to the exchange agent instead of the letter of transmittal,
in either case for receipt by the exchange agent on or prior to the Expiration
Date. In addition:
- certificates for the old notes being tendered for exchange must be
received by the exchange agent along with the letter of transmittal (or a
facsimile of the letter of transmittal) and any other documents required
by the letter of transmittal on or prior to the Expiration Date, or
- a timely confirmation of a book-entry transfer of the old notes into the
exchange agent's account at DTC pursuant to the procedures for book-entry
transfer described below, along with the letter of transmittal (or a
facsimile of the letter of transmittal) and any other documents required
by the letter of transmittal or an agent's message, must be received by
the exchange agent on or prior to the Expiration Date, or
- the holder must comply with the guaranteed delivery procedures described
below under "-- Guaranteed Delivery" on or prior to the Expiration Date.
The term "agent's message" means a message, transmitted to the exchange
agent's account at DTC and received by the exchange agent and forming a part of
the book-entry confirmation, which states that DTC has received an express
acknowledgement from the tendering DTC participant that the participant has
received and agrees to be bound by, and makes the representations and warranties
contained in, the letter of transmittal and that we may enforce the letter of
transmittal against that participant. Anything in this prospectus or the letter
of transmittal to the contrary notwithstanding, if old notes are tendered
pursuant to the procedures for book-entry transfer as described above, the
holder of those old notes must cause an agent's message to be received by the
exchange agent on or prior to the Expiration Date.
To be tendered in accordance with the terms of the exchange offer,
certificates evidencing the old notes being tendered for exchange or a
book-entry confirmation, and the letter of transmittal and other required
documents or an agent's message in lieu thereof, as the case may be, must be
received by the exchange agent at one of the addresses specified under
"-- Exchange Agent."
If less than all of the old notes delivered to the exchange agent by a
holder are being tendered, the tendering holder should fill in the amount of old
notes being tendered in the appropriate box on the letter of transmittal. The
entire amount of old notes delivered to the exchange agent will be deemed to
have been tendered unless otherwise indicated.
A tender by a holder that is not withdrawn prior to the Expiration Date in
accordance with the procedures described below under "-- Withdrawal Rights" will
constitute an agreement between that holder and us in accordance with the terms
and subject to the conditions set forth in this prospectus and the letter of
transmittal.
14
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION, THE AGENT'S MESSAGE,
CERTIFICATES EVIDENCING THE OLD NOTES AND THE LETTER OF TRANSMITTAL, AS THE CASE
MAY BE, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE
TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE EXCHANGE AGENT. IF A LETTER OF TRANSMITTAL IS USED OR CERTIFICATES
EVIDENCING THE OLD NOTES ARE DELIVERED TO THE EXCHANGE AGENT, WE RECOMMEND THAT
HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, IN EACH CASE PROPERLY
INSURED, RATHER THAN DELIVERY BY MAIL. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
Book-Entry Transfer. The exchange agent has established or will establish
an account with respect to the old notes at DTC for purposes of the exchange
offer. Any financial institution that is a participant in DTC's book-entry
transfer system may make a book-entry delivery of the old notes by causing DTC
to transfer the old notes into the exchange agent's account at DTC in accordance
with DTC's procedures for transfers. However, although delivery of old notes may
be effected through book-entry transfer at DTC, the letter of transmittal or a
facsimile thereof, with any required signature guarantees and any other required
documents, or an agents' message in lieu of the letter of transmittal, must, in
any case, be transmitted to and received by the exchange agent on or prior to
the Expiration Date or the holder must comply with the guaranteed delivery
procedures described below under "-- Guaranteed Delivery."
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
Signature Guarantees. Certificates for the old notes need not be endorsed
and signature guarantees on the letter of transmittal, if applicable, will not
be required unless:
(a) the person surrendering the old notes for tender or signing the
letter of transmittal, if applicable, is not the registered holder of the
old notes being tendered, or
(b) the person tendering the old notes completes the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" in the
letter of transmittal,
except that signature guarantees will not be required in the case of old notes
that are tendered for the account of an Eligible Institution, as defined below.
In the case of (a) or (b) above, the certificates for the old notes must be duly
endorsed or accompanied by a properly executed bond power, and the endorsement
or signature on the bond power and on the letter of transmittal must be
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act as an "eligible guarantor institution," including, as
the following terms are defined in that Rule:
- a bank;
- a broker, dealer, municipal securities broker, municipal securities
dealer, government securities broker, or government securities dealer;
- a credit union;
- a national securities exchange, registered securities association or
clearing agency; or
- a savings association (each, an "Eligible Institution"),
except that no signature guarantee will be required if the old notes are being
tendered for the account of an Eligible Institution.
Guaranteed Delivery. If a holder desires to tender old notes pursuant to
the exchange offer and time will not permit all required documents, including,
if applicable, certificates evidencing the old notes, to reach the exchange
agent on or before the Expiration Date, or the procedures for book-entry
transfer cannot be
15
completed on or before the Expiration Date, the old notes may nevertheless be
tendered, provided that all of the following guaranteed delivery procedures are
complied with:
(1) the tender is made by or through an Eligible Institution;
(2) a properly completed and duly executed notice of guaranteed
delivery, substantially in the form accompanying the letter of transmittal,
is received by the exchange agent, as provided below, on or prior to the
Expiration Date; and
(3) the certificates representing all tendered old notes, in proper
form for transfer, or a book-entry confirmation, together with a properly
completed and duly executed letter of transmittal, or facsimile, with any
required signature guarantees and any other documents required by the
letter of transmittal or, instead of a letter of transmittal, an
appropriate agent's message pursuant to DTC's procedures, are received by
the exchange agent within three New York Stock Exchange trading days after
the Expiration Date.
The notice of guaranteed delivery may be delivered by hand or transmitted
by facsimile or mail to the exchange agent to one of the addresses appearing
below and must include a guarantee by an Eligible Institution in the form set
forth in that notice.
Notwithstanding any other provision hereof, the delivery of exchange notes
in exchange for old notes duly tendered and accepted for exchange pursuant to
the exchange offer will in all cases be made only after timely receipt by the
exchange agent of old notes, or of a book-entry confirmation with respect to the
old notes, and a properly completed and duly executed letter of transmittal (or
facsimile thereof), together with any required signature guarantees and any
other documents required by the letter of transmittal or, instead of a letter of
transmittal, an appropriate agent's message through DTC's book-entry system.
Accordingly, the delivery of exchange notes may not be made to all tendering
holders at the same time, and will depend upon when old notes, book-entry
confirmations and agent's messages with respect to old notes and other required
documents are received by the exchange agent.
Our acceptance for exchange of old notes tendered pursuant to the
procedures described in this prospectus and the letter of transmittal will
constitute a binding agreement between the tendering holder and us upon the
terms and subject to the conditions of the exchange offer.
Determination of Validity. All questions as to the form of documents,
validity, eligibility, including time of receipt, and acceptance for exchange of
any tendered old notes will be determined by us, in our sole and absolute
discretion, and that determination will be final and binding on all parties. We
reserve the right, in our sole and absolute discretion, to reject any and all
tenders determined by us not to be in proper form or the acceptance of which, or
exchange for, may, in the view of our counsel, be unlawful. We also reserve the
right, in our sole and absolute discretion, subject to applicable law, to waive
any of the conditions of the exchange offer as set forth under "-- Certain
Conditions of the Exchange Offer" or any condition or irregularity in any tender
of any old notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.
Our interpretation of the terms and conditions of the exchange offer,
including the letter of transmittal and the related instructions, will be final
and binding. No tender of old notes will be deemed to have been validly made
until all defects and irregularities with respect to that tender have been cured
or waived. Neither we, any of our affiliates, the exchange agent nor any other
person will be under any duty to give any notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.
If any letter of transmittal, endorsement, bond power, power of attorney,
or any other document required by the letter of transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
that person should so indicate when signing and, unless waived by us, proper
evidence satisfactory to us, in our sole and absolute discretion, of that
person's authority to so act must be submitted.
16
A beneficial owner of old notes that are held by or registered in the name
of a broker, dealer, commercial bank, trust company or other nominee or
custodian is urged to contact that entity promptly if that beneficial holder
wishes to participate in the exchange offer.
We reserve the right in our sole and absolute discretion to purchase or
make offers for any old notes that remain outstanding subsequent to the
Expiration Date and, to the extent permitted by law, purchase old notes in the
open market, in privately negotiated transactions or otherwise. The terms of any
of those purchases or offers may differ from the terms of the exchange offer.
RESALES OF EXCHANGE NOTES
We are making the exchange offer in reliance on the position of the staff
of the Division of Corporation Finance of the SEC as set forth in certain
interpretive letters addressed to parties unrelated to us in other transactions.
However, we have not sought our own interpretive letter and there can be no
assurance that the staff of the Division of Corporation Finance of the SEC would
make a similar determination with respect to the exchange offer as it has in
those interpretive letters to other parties. Based on those interpretations by
the staff of the Division of Corporation Finance of the SEC and except as
described in the following sentence, we believe that exchange notes issued
pursuant to this exchange offer in exchange for old notes may be offered for
resale, resold and otherwise transferred by a holder without further compliance
with the registration and prospectus delivery requirements of the Securities
Act, provided that the holder is not an "affiliate," within the meaning of Rule
405 under the Securities Act, of ours, the holder acquired the exchange notes in
the ordinary course of its business, the holder has no arrangement or
understanding with any person to participate in the distribution of the old
notes or the exchange notes within the meaning of the Securities Act, and the
holder is not a broker-dealer that purchased the old notes being tendered in the
exchange offer directly from us for resale pursuant to Rule 144A or another
available exemption from registration under the Securities Act. Any holder of
old notes who intends to participate in the exchange offer for the purpose of
distributing exchange notes or to participate in a distribution of the exchange
notes, or any broker dealer who purchased the old notes being tendered in the
exchange offer directly from us to resell pursuant to Rule 144A or any other
available exemption under the Securities Act:
- will not be able to rely on the interpretations of the staff of the
Division of Corporation Finance of the SEC set forth in the
above-mentioned interpretive letters,
- will not be permitted or entitled to tender those old notes in the
exchange offer, and
- must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any sale or transfer of, or other
secondary resale transaction involving, notes. Any such sale, transfer or
other secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K under the Securities Act.
In addition, as described below, if any broker-dealer holds old notes acquired
for its own account as a result of market-making activities or other trading
activities and exchanges those old notes for exchange notes, that broker-dealer
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of those exchange notes.
Each holder of old notes who wishes to exchange old notes for exchange
notes pursuant to the exchange offer will be required to represent as follows:
- any exchange notes received by that holder will be acquired in the
ordinary course of its business,
- the holder has no arrangement or understanding with any person to
participate in the distribution of the old notes or the exchange notes
within the meaning of the Securities Act,
- the holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of us, or, if it is such an affiliate, the holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable (it being understood that, if we
effect the exchange offer, we will not be required to register exchange
notes owned by any such affiliate under the Securities Act or to make a
prospectus available for the resale of those exchange notes),
17
- the holder is not engaged in, and does not intend to engage in, the
distribution of the exchange notes within the meaning of the Securities
Act,
- if that holder is a broker-dealer, that it will receive exchange notes in
exchange for old notes that were acquired for its own account as a result
of market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
exchange notes; and
- if that holder is a broker-dealer, it did not purchase the old notes
being tendered in the exchange offer directly from us for resale pursuant
to Rule 144A or any other available exemption from registration under the
Securities Act.
Any holder that is not able to make these representations or certain similar
representations contained in the letter of transmittal will not be entitled to
participate in the exchange offer or to exchange their old notes for exchange
notes.
As described above, any broker-dealer that receives exchange notes for its
own account in exchange for old notes pursuant to the exchange offer must
acknowledge that it acquired those old notes for its own account as a result of
market-making activities or other trading activities and will be required to
acknowledge that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of those exchange notes. The letter
of transmittal states that by so acknowledging and by delivering a prospectus to
the buyer, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Based on the position taken by the staff of the Division of Corporation
Finance of the SEC in the interpretive letters referred to above, we believe
that broker-dealers who hold old notes acquired for their own accounts as a
result of market-making activities or other trading activities ("participating
broker-dealers") may fulfill their prospectus delivery requirements with respect
to the exchange notes received upon exchange of those old notes, other than old
notes which represent an unsold allotment from the initial offering of the old
notes, with a prospectus meeting the requirements of the Securities Act, which
may be the prospectus prepared for an exchange offer so long as it contains a
description of the plan of distribution with respect to the resale of those
exchange notes. Accordingly, this prospectus, as it may be amended or
supplemented from time to time, may be used by a participating broker-dealer
during the period referred to below in connection with resales of exchange notes
received in exchange for old notes where those old notes were acquired by the
participating broker-dealer for its own account as a result of market-making or
other trading activities. Subject to provisions set forth in the registration
rights agreement, we have agreed that this prospectus, as it may be amended or
supplemented from time to time, may be used by a participating broker-dealer in
connection with resales of those exchange notes for a period of 180 days after
the Expiration Date, subject to exceptions, including our right to suspend the
use of this prospectus as described below. However, a participating broker-
dealer who intends to use this prospectus in connection with the resale of
exchange notes must, on or before the Expiration Date, notify or cause the
exchange agent to be notified, in the manner provided in the letter of
transmittal, that it is a participating broker-dealer. Any participating
broker-dealer who is an "affiliate," within the meaning of Rule 405 of the
Securities Act, of ours may not rely on those interpretive letters and may not
use this prospectus in connection with the resale of exchange notes.
Pursuant to the registration rights agreement, we will be entitled from
time to time, by notice to participating broker-dealers given as provided in the
registration rights agreement, to require participating broker-dealers to
discontinue the sale or other disposition of exchange notes pursuant to this
prospectus for a period not to exceed 120 days (whether or not consecutive) in
any period of twelve consecutive months under certain circumstances relating to
possible acquisitions or business combinations or other transactions, business
developments or other events involving us, or because of the happening of any
event that makes any statement made in this prospectus or the related
registration statement untrue in any material respect or as a result of which
this prospectus or the related registration statement contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or which requires the
making of any changes in this prospectus or that registration statement in order
to make the statements therein not misleading. As used in the preceding
sentence, references to this prospectus and the registration statement
18
include the documents incorporated and deemed to be incorporated by reference in
this prospectus and the registration statement. In that regard, each
participating broker-dealer who receives exchange notes upon surrender of old
notes pursuant to the exchange offer will be deemed to have agreed that, upon
receipt of any such notice from us, that participating broker-dealer will
forthwith discontinue the sale or other disposition of exchange notes pursuant
to this prospectus until we have either delivered copies of a supplemented or
amended prospectus or given notice that disposition of exchange notes may be
resumed using the then current prospectus, as the case may be. If we give such
notice to suspend the sale of the exchange notes, we will extend the 180-day
period referred to above during which participating broker-dealers are entitled
to use this prospectus in connection with the resale of exchange notes by the
number of days during the period from and including the date of the giving of
that notice to and including the date when participating broker-dealers shall
have received copies of the amended or supplemented prospectus necessary to
permit resales of the exchange notes or to and including the date on which
participating broker-dealers have received notice that the disposition of
exchange notes may be resumed using the then current prospectus.
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of old notes may be withdrawn
at any time on or prior to the Expiration Date.
In order for a withdrawal to be effective, a written or facsimile
transmission of a notice of withdrawal must be received by the exchange agent at
one of its addresses set forth under "-- Exchange Agent" on or prior to the
Expiration Date. Any notice of withdrawal must:
- specify the name of the person who tendered the old notes to be withdrawn
and the aggregate principal amount of old notes being withdrawn,
- identify the previously tendered old notes to be withdrawn, including the
registration numbers and principal amount of those old notes or, in the
case of old notes transferred by a book-entry transfer through DTC, the
name and number of the account at DTC to be credited with the old notes
being withdrawn,
- if old notes in certificated form were tendered, contain the name of the
registered holder of the old notes, if different from that of the person
who tendered the old notes, and
- be signed by the holder in the same manner as the original signature on
the letter of transmittal (if used), including any required signature
guarantees or, if an agent's message was submitted instead of a letter of
transmittal, the withdrawal notice must be transmitted by DTC and
received by the exchange agent in the same manner as the agent's message
originally tendering the old notes for exchange.
If old notes have been tendered pursuant to the procedures for book-entry
transfer described above, any notice of withdrawal must comply with DTC's
procedures. Withdrawals of tenders of old notes may not be rescinded. Old notes
properly withdrawn will not be deemed validly tendered for purposes of the
exchange offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following the procedures described under "-- Procedures for
Tendering Old Notes."
All questions as to the validity, form and eligibility, including time of
receipt, of withdrawal notices will be determined by us, in our sole and
absolute discretion, and that determination will be final and binding on all
parties. Neither we, our affiliates, the exchange agent nor any other person
shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any old notes which have been tendered but which are
withdrawn will be returned to the holder thereof or, in the case of old notes
tendered by book-entry transfer, will be credited to the account at DTC
designated in the notice of withdrawal promptly after withdrawal.
INTEREST ON THE EXCHANGE NOTES
Each exchange note will bear interest from the most recent date to which
interest has been paid or duly provided for on the old note surrendered in
exchange for that exchange note or, if no interest has been paid or duly
provided for that old note, from October 22, 2001 and as specified under
"Description of the Exchange Notes -- General," subject to the following
sentence. The first interest payment date for the notes is May 1,
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2002 and the interest payable on that date will be paid to the persons in whose
names the notes are registered at the close of business on April 15, 2002. In
the event that any exchange notes are originally issued in exchange for old
notes after April 15, 2002 and on or before May 1, 2002, then the interest
payable on those exchange notes on May 1, 2002 will be paid to the persons who
were the registered holders of those old notes at the close of business on April
15, 2002. In the event that any exchange notes are originally issued after May
1, 2002, then the first interest payment date for those exchange notes will be
November 1, 2002 and the interest payable on those exchange notes on that date
will be paid to the persons who were the registered holders of those exchange
notes at the close of business on October 15, 2002.
Except in the limited circumstances described in the preceding paragraph
where exchange notes are originally issued in exchange for old notes after April
15, 2002 and on or before May 1, 2002, holders of old notes whose old notes are
accepted for exchange will not receive accrued interest on those old notes for
any period from and after the last interest payment date to which interest has
been paid or duly provided for on those old notes or, if no interest has been
paid or duly provided for on those old notes, will not receive any accrued
interest on those old notes, and will be deemed to have waived the right to
receive any interest on those old notes accrued from and after that interest
payment date or, if no interest has been paid or duly provided for on the old
notes, from and after October 22, 2001.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the exchange offer or any extension
of the exchange offer, we will not be required to accept for exchange, or to
exchange, any old notes for any exchange notes and, as described below, may
terminate the exchange offer, whether or not any old notes have theretofore been
accepted for exchange, if the exchange offer violates applicable law or any
applicable interpretation of the staff of the SEC.
If we determine in our sole and absolute discretion that any of the
foregoing events or conditions has occurred or exists or has not been satisfied,
we may, subject to applicable law, terminate the exchange offer, whether or not
any old notes have theretofore been accepted for exchange, or may waive any such
condition or otherwise amend the terms of the exchange offer in any respect. If
we determine, in our sole and absolute discretion, that any such waiver or
amendment constitutes a material change to the exchange offer, we will promptly
disclose that waiver or amendment by means of a supplement to this prospectus
and we will extend the exchange offer to the extent required by Rule 14e-1 under
the Securities Exchange Act.
EXCHANGE AGENT
JPMorgan Chase Bank has been appointed as exchange agent for the exchange
offer. Delivery of the certificates evidencing the old notes, book-entry
confirmations, agent's messages, letters of transmittal and any other required
documents, questions, requests for assistance, and requests for additional
copies of this prospectus, the letter of transmittal or the notice of guaranteed
delivery should be directed to the exchange agent as follows:
By Mail, Overnight Courier, or Hand Delivery:
JPMorgan Chase Bank
55 Water Street, Second Floor
Room 234 -- North Building
New York, New York 10041
Reference: Weyerhaeuser Company Exchange
To Confirm by Telephone or for Information:
(212) 638-0459
Attention: Victor Matis
Reference: Weyerhaeuser Company Exchange
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Facsimile Transmissions:
(212) 638-7380 or 7381
Reference: Weyerhaeuser Company Exchange
Confirm by Telephone:
(212) 638-0459
Attention: Victor Matis
Reference: Weyerhaeuser Company Exchange
Delivery to other than one of the above addresses or facsimile numbers will
not constitute a valid delivery.
FEES AND EXPENSES
We have agreed to pay the exchange agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses. We
will also, upon request, reimburse brokerage houses and other custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by
them in forwarding copies of this prospectus and related documents to the
beneficial owners of old notes, and in handling or tendering for their
customers. We will not make any other payments to brokers, dealers or others
soliciting acceptances of the exchange offer.
Holders who tender their old notes for exchange will not be obligated to
pay any transfer taxes in connection with those exchanges. If, however, exchange
notes are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the old notes tendered, or if a transfer tax
is imposed for any reason other than the exchange of old notes in connection
with the exchange offer, then the amount of any transfer taxes, whether imposed
on the registered holder or any other persons, will be payable by the tendering
holder. If satisfactory evidence of payment of those taxes or exemption from
those taxes is not submitted with the applicable letter of transmittal or
agent's message, the amount of those transfer taxes will be billed directly to
the tendering holder.
DESCRIPTION OF THE EXCHANGE NOTES
The old notes were issued and the exchange notes will be issued under an
indenture dated as of April 1, 1986, as amended and supplemented by a first
supplemental indenture dated as of February 15, 1991, a second supplemental
indenture dated as of February 1, 1993 and a third supplemental indenture dated
as of October 22, 2001, each, between us and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank and Chemical Bank), as trustee. We refer to the
indenture, as so amended and supplemented, as the "Indenture." The following
summary of selected provisions of the Indenture and the notes is not complete
and is subject to, and is qualified in its entirety by reference to, all the
provisions of the Indenture and the notes. Copies of the Indenture and the forms
of certificate evidencing the notes have been filed or incorporated by reference
as exhibits to the registration statement of which this prospectus is a part and
you may obtain copies of those documents as described below under "Available
Information" and "Incorporation by Reference."
In this section, references to "Weyerhaeuser," "we," "our" and "us" mean
Weyerhaeuser Company excluding, unless the context otherwise requires or
otherwise expressly stated, its subsidiaries. Capitalized terms that are used in
the following summary but not defined have the meanings given to those terms in
the Indenture. The numerical references appearing in parentheses in the
following summary are to sections of the Indenture.
GENERAL
The Indenture provides that we may issue debt securities ("debt
securities") under the Indenture from time to time in one or more series and
permits us to establish the terms of each series of debt securities at the time
of issuance. The Indenture does not limit the amount of debt securities that we
may issue under the Indenture and provides the debt securities may be
denominated and payable in foreign currencies or units based on or relating to
foreign currencies.
The old notes and the exchange notes will constitute a separate series of
debt securities under the Indenture, initially limited to $750,000,000 in
aggregate principal amount. Under the Indenture we may,
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without the consent of the holders of the notes, "reopen" the series and issue
additional old notes and exchange notes from time to time in the future. The old
notes, the exchange notes and any additional notes we may issue in the future
upon such a reopening will constitute a single series of debt securities under
the Indenture. This means that, in circumstances where the Indenture provides
for the holders of debt securities of any series to vote or take any other
action as a single class, the old notes and the exchange notes, as well as any
additional old notes or exchange notes that we may issue by reopening the
series, will vote or take that action as a single class.
The notes are unsecured and unsubordinated obligations of Weyerhaeuser
Company. The notes are not obligations of or guaranteed by any of our
subsidiaries.
The exchange notes will mature on November 1, 2008. Interest on each
exchange note will accrue from the most recent date to which interest has been
paid or duly provided for on the old note surrendered in exchange for that
exchange note or, if no interest has been duly paid or provided for on that old
note, from October 22, 2001 at the rate of 5.95% per annum, payable
semi-annually in arrears on May 1 and November 1 of each year to the person,
except as provided in the next sentence, in whose name that exchange note is
registered at the close of business on the April 15 or October 15, as the case
may be, next preceding the applicable payment date. The first interest payment
date for the notes is May 1, 2002, and the interest payable on that date will be
paid to the persons in whose names the notes are registered at the close of
business on April 15, 2002. In the event that any exchange notes are originally
issued in exchange for old notes after April 15, 2002 and on or before May 1,
2002, then the interest payable on those exchange notes on May 1, 2002 will be
paid to the persons who were the registered holders of those old notes at the
close of business on April 15, 2002. In the event that any exchange notes are
originally issued after May 1, 2002, then the first interest payment date for
those exchange notes will be November 1, 2002 and the interest payable on those
exchange notes on that date will be paid to the persons who were the registered
holders of those exchange notes at the close of business on October 15, 2002.
Interest on the exchange notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months. Except in the limited circumstances
described in the preceding paragraph where exchange notes are originally issued
in exchange for old notes after April 15, 2002 and on or before May 1, 2002,
holders of old notes that are exchanged for exchange notes pursuant to the
exchange offer will not receive accrued interest on those old notes for any
period from and after the last interest payment date to which interest has been
paid or duly provided for on those old notes or, if no interest has been paid or
duly provided for on those old notes, will not receive any accrued interest on
those old notes. See "The Exchange Offer -- Interest on the Exchange Notes."
The exchange notes do not provide for any additional interest to be paid on
those notes pursuant to the registration rights agreement.
The exchange notes will be issued in fully registered form without coupons
in denominations of $1,000 and integral multiples of $1,000. The exchange notes
will be denominated and payable in U.S. dollars.
The exchange notes will be issued in book-entry form and will be evidenced
by one or more registered global certificates without coupons, which we
sometimes refer to as "global exchange notes," registered in the name of Cede &
Co., as nominee for DTC. Holders of interests in global exchange notes will not
be entitled to receive exchange notes in definitive certificated form, which we
sometimes refer to as "certificated exchange notes," registered in their names
except in the limited circumstances described below. See "-- Book-Entry;
Delivery and Form" for a summary of selected provisions applicable to the
depositary arrangements.
Exchange notes in certificated form may be presented for payment and
surrendered for registration of transfer and exchange at our agency maintained
for that purpose in the Borough of Manhattan, The City of New York, currently
the office of the trustee located at 55 Water Street, 2nd Floor, Room 234, New
York, New York 10041. Except as provided under "The Exchange Offer -- Fees and
Expenses," holders will not be required to pay any charge for the registration
of transfer or exchange of notes, other than any tax or other governmental
charge payable in connection with the transfer or exchange, but subject to the
limitations provided in the Indenture.
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Payment of interest on global exchange notes will be made to DTC or its
nominee. Payment of interest on certificated exchange notes, if issued, will be
made against presentation of those notes at the agency referred to in the
preceding paragraph or, at our option, by mailing checks payable to the persons
entitled to that interest to their addresses as they appear in the note
register.
The exchange notes will not be entitled to the benefit of any sinking fund
and will not be subject to repurchase by us at the option of the holders prior
to maturity. Except to the limited extent described below under "Consolidation,
Merger, Conveyance or Transfer," the Indenture does not contain any provisions
that are intended to protect holders of exchange notes in the event of a
highly-leveraged or similar transaction affecting us. The Indenture does not
limit the incurrence of debt by us or any of our subsidiaries.
OPTIONAL REDEMPTION
The notes are redeemable, in whole or from time to time in part, at our
option on any date at redemption price equal to the greater of:
(1) 100% of the principal amount of the notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments
of principal and interest on the notes to be redeemed (exclusive of
interest accrued to the applicable redemption date) discounted to that
redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points,
plus, in the case of both clause (1) and clause (2) above, accrued and unpaid
interest on the principal amount of the notes being redeemed to that redemption
date. Notwithstanding the foregoing, payments of interest on the notes that are
due and payable on or prior to a date fixed for redemption of notes will be
payable to the holders of those notes registered as such at the close of
businesses on the relevant record dates according to their terms and the terms
and provisions of the Indenture.
"Treasury Rate" means, with respect to any redemption date for the notes,
(1) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15 (519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the Final Maturity Date for the notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will
be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month),
or
(2) if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date.
The Treasury Rate will be calculated on the third Business Day preceding the
applicable redemption date. As used in the immediately preceding sentence and in
the definition of "Reference Treasury Dealer Quotations" below, the term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to close.
"Comparable Treasury Issue" means, with respect to any redemption date for
the notes, the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the
notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the notes to be
redeemed.
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"Comparable Treasury Price" means, with respect to any redemption date for
the notes, (1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Final Maturity Date" means November 1, 2008.
"Independent Investment Banker" means, with respect to any redemption date
for the notes, Morgan Stanley & Co. Incorporated and its successors or J.P.
Morgan Securities Inc. and its successors, whichever is selected by the trustee
after consultation with us, or, if both such firms or the respective successors,
if any, to such firms, as the case may be, are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the trustee after consultation with us.
"Reference Treasury Dealer" means, with respect to any redemption date for
the notes, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. and
their respective successors (provided, however, that if any such firm or any
such successor, as the case may be, ceases to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the trustee,
after consultation with us, will substitute therefor another Primary Treasury
Dealer), and two other Primary Treasury Dealers selected by the trustee after
consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date for the notes, the average, as
determined by the trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the notes to be redeemed at
the holder's registered address. If less than all the notes are to be redeemed
at our option, the trustee will select, in a manner it deems fair and
appropriate, the notes, or portions of the notes, to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or portions of notes
called for redemption on that redemption date.
CERTAIN RESTRICTIONS
The following restrictions apply to the notes and to each other series of
debt securities issued under the Indenture, unless the terms of any such other
series of debt securities provide otherwise.
Limitation on Liens. The Indenture states that, unless the terms of any
series of debt securities provide otherwise, if Weyerhaeuser or any Subsidiary,
as defined in the Indenture, issues, assumes or guarantees any indebtedness for
money borrowed ("Debt") secured by a mortgage, pledge, security interest or
other lien (collectively, a "Mortgage") on:
- any timber or timberlands of Weyerhaeuser or that Subsidiary located in
the states of Washington, Oregon, California, Arkansas or Oklahoma, or
- any principal manufacturing plant of Weyerhaeuser or that Subsidiary
located anywhere in the United States,
Weyerhaeuser must secure or cause that Subsidiary to secure the debt securities
(together with, if Weyerhaeuser so determines, any other indebtedness of or
guaranteed by Weyerhaeuser or that Subsidiary ranking equally with the debt
securities and then existing or created later) equally and ratably with, or
prior to, that Debt. Notwithstanding the restrictions described in the preceding
sentence, Weyerhaeuser or any Subsidiary may issue, assume or guarantee secured
Debt that would otherwise be subject to those restrictions in an aggregate
amount that, together with:
- all other such Debt of Weyerhaeuser and its Subsidiaries, and
- all Attributable Debt, as defined in the Indenture, in respect of Sale
and Lease-Back Transactions, as defined below, existing at that time,
other than Sale and Lease-Back Transactions permitted because
24
Weyerhaeuser would be entitled to incur Debt secured by a Mortgage on the
property to be leased without equally and ratably securing the debt
securities pursuant to provisions described elsewhere under this caption
"-- Limitation on Liens" and other than Sale and Leaseback Transactions
the proceeds of which have been applied in accordance with clause (b) of
the second paragraph under "-- Limitation on Sale Lease-Back
Transactions" below,
does not exceed 5% of the shareholders' interest in Weyerhaeuser and its
consolidated Subsidiaries, as defined in the Indenture, as shown on the audited
consolidated balance sheet contained in Weyerhaeuser's latest annual report to
shareholders.
The term "principal manufacturing plant" does not include any manufacturing
plant that in the opinion of the Board of Directors is not a principal
manufacturing plant of Weyerhaeuser and its Subsidiaries. The exercise of the
Board of Directors' discretion in determining which of Weyerhaeuser's plants are
"principal manufacturing plants" could have the effect of limiting the
application of the limitation on liens.
The following types of transactions are not deemed to create Debt secured
by a Mortgage:
- the sale, Mortgage or other transfer of timber in connection with an
arrangement under which Weyerhaeuser or a Subsidiary is obligated to cut
some or all of that timber to provide the transferee with a specified
amount of money however determined; and
- the Mortgage of any property of Weyerhaeuser or any Subsidiary in favor
of the United States or any State, or any department, agency or
instrumentality of either, to secure any payments to Weyerhaeuser or any
Subsidiary pursuant to any contract or statute.
The limitation on liens covenant will not apply to:
(a) Mortgages securing Debt of a Subsidiary to Weyerhaeuser or another
Subsidiary;
(b) Mortgages created, incurred or assumed contemporaneously with, or
within 90 days after, the acquisition, improvement or construction of the
mortgaged property to secure or provide for the payment of any part of the
purchase price of that property or the cost of that construction or
improvement, provided that, in the case of construction or improvement, the
Mortgage does not apply to any property previously owned by Weyerhaeuser or
any Subsidiary other than unimproved real property on which the property so
constructed, or the improvement, is located;
(c) Mortgages existing at the time of acquisition of the mortgaged
property; or
(d) any extension, renewal or replacement of any Mortgage described in
(b) or (c) above so long as the principal amount of the secured
indebtedness is not increased and the extension, renewal or replacement is
limited to all or part of the same property secured by the Mortgage so
extended, renewed or replaced. (Section 3.6)
Limitation on Sale and Lease-Back Transactions. The Indenture states that,
unless the terms of any series of debt securities provide otherwise, neither
Weyerhaeuser nor any Subsidiary may lease any real property in the United
States, except for temporary leases for a term of not more than three years,
which property has been or is to be sold or transferred by Weyerhaeuser or that
Subsidiary to the lessor (a "Sale and Lease-Back Transaction").
This limitation will not apply to any Sale and Lease-Back Transaction if:
(a) Weyerhaeuser or the applicable Subsidiary would be entitled to
incur Debt secured by a Mortgage on the leased property without equally and
ratably securing the debt securities as described under "Limitation on
Liens" above, or
(b) Weyerhaeuser, within 90 days of the effective date of the Sale and
Lease-Back Transaction, applies an amount equal to the fair value, as
determined by the Board of Directors, of the leased property to the
retirement of Debt that matures at, or is extendable or renewable at the
option of the obligor to, a date more than 12 months after the date of the
creation of that Debt. (Section 3.7)
25
EVENTS OF DEFAULT
An Event of Default will occur under the Indenture with respect to any
series of debt securities if:
(a) Weyerhaeuser fails to pay when due any installment of interest on
any of the debt securities of that series and that default continues for 30
days,
(b) Weyerhaeuser fails to pay when due all or any part of the
principal of and premium, if any, on any of the debt securities of that
series, whether at maturity, upon redemption, upon acceleration or
otherwise,
(c) Weyerhaeuser fails to deposit any sinking fund payment when due on
any of the debt securities of that series,
(d) Weyerhaeuser defaults in the performance of, or breaches, any
other covenant or warranty in respect of the debt securities of that series
and that default or breach continues for 90 days after written notice by
the trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of all series affected by that default or
breach, or
(e) specified events of bankruptcy, insolvency or reorganization with
respect to Weyerhaeuser have occurred and are continuing. (Section 5.1)
If an Event of Default due to the failure to pay the principal of, or any
premium, interest or sinking fund payment, if any, on, any series of debt
securities or the breach of any other covenant or warranty of Weyerhaeuser
applicable to less than all series of debt securities then outstanding has
occurred and is continuing, either the trustee or the holders of 25% in
principal amount of the debt securities of such series then outstanding, each
such series voting as a separate class, may declare the principal of and accrued
interest on all the debt securities of such series to be due and payable
immediately. If an Event of Default due to a default in performance of any other
covenant or agreement in the Indenture applicable to all outstanding debt
securities or due to certain events of bankruptcy, insolvency or reorganization
of Weyerhaeuser has occurred and is continuing, either the trustee or the
holders of 25% in principal amount of all debt securities then outstanding,
treated as one class, may declare the principal of and accrued interest on all
the debt securities to be due and payable immediately. The holders of a majority
in principal amount of the debt securities of such series (or of all series, as
the case may be) then outstanding may waive all defaults with respect to such
series (or with respect to all series, as the case may be) and rescind a
declaration of acceleration if, prior to the entry of a judgment or decree with
respect to that acceleration, Weyerhaeuser pays or deposits with the trustee a
sum sufficient to pay all matured installments of interest on the outstanding
debt securities of such series (or of all the debt securities, as the case may
be) and the principal of all debt securities of such series (or of all the debt
securities, as the case may be) that have become due otherwise than by
acceleration and other expenses specified in the Indenture, and if all other
Events of Default under the Indenture have been cured, waived or otherwise
remedied as permitted by the Indenture. In addition, prior to the declaration of
the acceleration of the maturity of the debt securities of any series, the
holders of a majority in aggregate principal amount of the outstanding debt
securities of such series (or of all series, as the case may be) may waive any
past default or Event of Default, except a continuing default in payment of
principal of or premium, if any, or interest, if any, on the debt securities and
except a default in respect of a covenant or provision which cannot be modified
or amended without the consent of the holder of each debt security affected.
(Sections 5.1 and 5.10)
The holders of a majority in principal amount of the outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee, provided that the direction is in accordance
with law and the provisions of the Indenture and subject to exceptions provided
in the Indenture. (Section 5.9) Before proceeding to exercise any right or power
under the Indenture at the direction of a holder or holders, the trustee is
entitled to receive from that holder or holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with that direction. (Section 6.2)
Weyerhaeuser is required to furnish to the trustee annually a statement of
two of its officers to the effect that, to their knowledge, Weyerhaeuser is not
in default in the performance of the terms of the Indenture or, if they have
knowledge that Weyerhaeuser is in default, specifying the default. (Section 3.5)
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The Indenture requires the trustee to give to all holders of outstanding
debt securities of any series notice of any default by Weyerhaeuser with respect
to that series, unless that default has been cured or waived. However, except in
the case of a default in the payment of principal of or premium, if any, or
interest, if any, on any outstanding debt securities of that series, the trustee
is entitled to withhold that notice in the event that the board of directors,
the executive committee or a trust committee of directors, trustees or specified
officers of the trustee in good faith determine that withholding that notice is
in the interest of the holders of the outstanding debt securities of that
series. (Section 5.11)
DEFEASANCE AND DISCHARGE
The following defeasance provisions apply to the notes and to each other
series of debt securities issued under the Indenture, unless the terms of any
such other series of debt securities provide otherwise.
The Indenture provides that, unless the terms of any series of debt
securities provide otherwise, Weyerhaeuser will be discharged from its
obligations in respect of the Indenture and the outstanding debt securities of
that series, including its obligation to comply with the provisions referred to
above under "Certain Restrictions," if applicable, but excluding other specified
provisions of the Indenture, such as the right of holders of debt securities of
that series to receive payments of principal and interest, if any, on the
original stated due dates (but not upon acceleration), and obligations to
register the transfer of or exchange outstanding debt securities of that series
and to replace stolen, lost or mutilated certificates. In order to be discharged
from its obligations with respect to the outstanding debt securities of any
series, Weyerhaeuser must, among other things:
- irrevocably deposit in trust cash, or U.S. Government Obligations, as
defined in the Indenture, which through the payment of interest and
principal in accordance with their terms will provide cash, in an amount
sufficient to pay the principal of (and premium, if any) and interest, if
any, on and mandatory sinking fund payments, if any, in respect of the
outstanding debt securities of the applicable series when those payments
are due in accordance with the terms of the Indenture and those debt
securities, and
- deliver to the trustee an officers' certificate or an opinion of counsel
to the effect that Weyerhaeuser has received from, or there has been
published by, the Internal Revenue Service a ruling to the effect that
the discharge will not be a taxable event with respect to holders of the
outstanding debt securities of that series. (Section 10.1)
MODIFICATION OF THE INDENTURE
The Indenture provides that Weyerhaeuser and the trustee may enter into
supplemental indentures without the consent of the holders of debt securities
to, among other things:
- secure any debt securities,
- evidence the assumption by a successor person of Weyerhaeuser's
obligations under the Indenture and the debt securities,
- add covenants for the protection of the holders of debt securities,
- cure any ambiguity or correct any inconsistency in the Indenture or to
make other changes the Board of Directors deems desirable, so long as
none of those actions adversely affects the interests of the holders of
debt securities,
- establish the form or terms of the debt securities of any series, and
- evidence the acceptance of the appointment by a successor trustee.
(Section 8.1)
The Indenture also contains provisions permitting Weyerhaeuser and the
trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding debt securities of all series
affected, voting as one class, to add any provisions to, or change in any manner
or eliminate any of the provisions of, the Indenture or modify in any manner the
rights of the holders of the debt securities of each
27
series so affected. However, Weyerhaeuser may not, without the consent of the
holder of each outstanding debt security so affected:
- extend the final maturity of any debt security,
- reduce the principal amount of any debt security,
- reduce the rate or extend the time of payment of interest on any debt
security,
- reduce any amount payable on redemption of any debt security,
- impair the right of any holder of debt securities to institute suit for
the payment of any debt security, or
- reduce the percentage in principal amount of debt securities of any
series the consent of the holders of which is required for any such
modification. (Section 8.2)
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
Weyerhaeuser may, without the consent of the trustee or the holders of debt
securities, consolidate or merge with, or convey, transfer or lease all or
substantially all of its assets to, any other entity, provided that any
successor must be an entity organized under the laws of the United States of
America or any state and must expressly assume all obligations of Weyerhaeuser
under the debt securities and that other conditions are met. Following a
transfer or other conveyance, except by lease, of all or substantially all of
Weyerhaeuser's assets, Weyerhaeuser will be relieved of all obligations under
the Indenture and the debt securities. (Article Nine)
BOOK-ENTRY; DELIVERY AND FORM
The global exchange notes will be deposited with, or on behalf of, a
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.
Accordingly, holders that are not direct DTC participants, as defined below, but
who wish to receive exchange notes in this exchange offer or who otherwise wish
to acquire exchange notes may do so only indirectly through DTC's direct and
indirect participants, including Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme
("Clearstream"). Except under the limited circumstances described below, global
exchange notes may be transferred, in whole and not in part, solely to DTC or
another nominee of DTC or to a successor of DTC or its nominee and beneficial
interests in the global exchange notes may not be exchanged for certificated
exchange notes.
The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream set forth below are provided solely as a matter of convenience.
These operations and procedures are solely within the control of the respective
settlement systems and are subject to change by them from time to time. We take
no responsibility for these operations or procedures, and investors are urged to
contact the relevant system or its participants directly to discuss these
matters.
DTC has advised us that it is:
- a limited-purpose trust company organized under the laws of the State of
New York;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, as amended; and
- a "clearing agency" registered pursuant to Section 17A of the Securities
Exchange Act.
DTC was created to hold securities for its participants (collectively, the
"participants") and to facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes to the
accounts of its participants, thereby eliminating the need for physical transfer
and delivery of certificates. DTC's participants include securities brokers and
dealers, banks and trust companies, clearing corporations and certain other
organizations. Indirect access to DTC's system is also available to other
entities such as banks, brokers, dealers and trust companies (collectively, the
"indirect participants") that clear through or maintain a custodial relationship
with a participant, either directly or indirectly. Investors who are
28
not participants may beneficially own securities held by or on behalf of DTC
only through participants or indirect participants.
We expect that, pursuant to procedures established by DTC:
- upon deposit of each global exchange note, DTC will credit, on its
book-entry registration and transfer system, the accounts of participants
with an interest in the global exchange note, and
- ownership of beneficial interests in the global exchange notes will be
shown on, and the transfer of ownership interests in the global exchange
notes will be effected only through, records maintained by DTC (with
respect to the interests of participants) and the participants and the
indirect participants (with respect to the interests of persons other
than participants).
The laws of some jurisdictions may require that some purchasers of
securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer beneficial interests in the exchange notes
represented by a global exchange note to those persons may be limited. In
addition, because DTC can act only on behalf of its participants, who in turn
act on behalf of persons who hold interests through participants, the ability of
person holding a beneficial interest in a global exchange note to pledge or
transfer that interest to persons or entities that do not participate in DTC's
system, or to otherwise take actions in respect of that interest, may be
affected by the lack of a physical security in respect of that interest.
So long as DTC or its nominee is the registered owner of a global exchange
note, DTC or that nominee, as the case may be, will be considered the sole legal
owner or holder of the exchange notes represented by that global exchange note
for all purposes of the exchange notes and the Indenture. Except as provided
below, owners of beneficial interests in a global exchange note will not be
entitled to have the exchange notes represented by that global exchange note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated exchange notes, and will not be considered the owners
or holders of the exchange notes represented by that beneficial interest under
the Indenture for any purpose, including with respect to the giving of any
direction, instruction or approval to the trustee. Accordingly, each holder
owning a beneficial interest in a global exchange note must rely on the
procedures of DTC and, if that holder is not a participant or an indirect
participant, on the procedures of the participant through which that holder owns
its interest, to exercise any rights of a holder of exchange notes under the
Indenture or that global exchange note. We understand that under existing
industry practice, in the event that we request any action of holders of
exchange notes, or a holder that is an owner of a beneficial interest in a
global exchange note desires to take any action that DTC, as the holder of that
global exchange note, is entitled to take, DTC would authorize the participants
to take that action and the participants would authorize holders owning through
those participants to take that action or would otherwise act upon the
instruction of those holders. Neither we nor the trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of exchange notes by DTC, or for maintaining,
supervising or reviewing any records of DTC relating to the exchange notes.
Payments with respect to the principal of and premium, if any, and interest
on a global exchange note will be payable by the trustee to or at the direction
of DTC or its nominee in its capacity as the registered holder of the global
exchange note under the Indenture. Under the terms of the Indenture, we and the
trustee may treat the persons in whose names the exchange notes, including the
global exchange notes, are registered as the owners thereof for the purpose of
receiving payment thereon and for any and all other purposes whatsoever.
Accordingly, neither we nor the trustee has or will have any responsibility or
liability for the payment of those amounts to owners of beneficial interests in
a global exchange note. Payments by the participants and the indirect
participants to the owners of beneficial interests in a global exchange note
will be governed by standing instructions and customary industry practice and
will be the responsibility of the participants and indirect participants and not
of DTC.
Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
Cross-market transfers between the participants in DTC, on the one hand,
and Euroclear or Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of
29
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, those cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in that
system in accordance with the rules and procedures and within the established
deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case
may be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
global exchange notes in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global exchange note from a
participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of interest in a global exchange
note by or through a Euroclear or Clearstream participant to a participant in
DTC will be received with value on the settlement date of DTC but will be
available in the relevant Euroclear or Clearstream cash account only as of the
business day for Euroclear or Clearstream following DTC's settlement date.
Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the global exchange notes
among participants in DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to perform those procedures, and those
procedures may be discontinued at any time. Neither we nor the trustee will have
any responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
We obtained the information in this section and elsewhere in this
prospectus concerning DTC, Euroclear and Clearstream and their respective
book-entry systems from sources that we believe are reliable, but we take no
responsibility for the accuracy of any of this information.
CERTIFICATED NOTES
As described above, beneficial interests in the global exchange notes may
not be exchanged for certificated exchange notes. However, the Indenture
provides that if:
- the depositary for the global exchange notes and for any global
certificates representing old notes in book-entry form (the "global old
notes" and, together with the global exchange notes, the "global notes")
notifies us that it is unwilling or unable to continue as depositary for
the global notes or the depositary for the global notes is no longer
eligible or in good standing under the Securities Exchange Act or other
applicable statute or regulation and we do not appoint a successor
depositary within 90 days after we receive that notice or become aware of
that ineligibility,
- we in our sole discretion determine that the notes will no longer be
represented by global notes; or
- an Event of Default with respect to the notes has occurred and is
continuing,
we will execute and the trustee will authenticate and deliver notes in
definitive certificated form ("certificated notes") in exchange for interests in
the global notes. In that event, only certificated exchange notes will be issued
in exchange for interest in global exchange notes and only old notes in
definitive certificated form will be issued in exchange for interests in global
old notes. We anticipate that those certificated notes will be registered in
such name or names as DTC instructs the trustee and that those instructions will
be based upon directions received by DTC from its participants with respect to
ownership of beneficial interest in the global notes. Neither we nor the trustee
shall be liable for any delay by DTC or any participant or indirect participant
in identifying the beneficial owners of the related notes and each of them may
conclusively rely on, and will be protected in relying on, instructions from DTC
for all purposes, including with respect to the registration and delivery, and
the respective principal amounts, of the certificated notes to be issued.
30
SAME-DAY SETTLEMENT AND PAYMENT
So long as DTC continues to make its settlement system available to us, all
payments of principal of and premium, if any, and interest on the global
exchange notes will be made by us in immediately available funds.
APPLICABLE LAW
The notes and the indenture are governed by and construed in accordance
with the laws of the State of New York. (Section 11.8)
TRUSTEE
JPMorgan Chase Bank is the trustee under the Indenture and is also the
exchange agent for the exchange offer. In the ordinary course of business, the
trustee and its affiliates have provided and may in the future continue to
provide investment banking, commercial banking and other financial services to
us and our subsidiaries for which they have received and will receive
compensation.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes some of the material United States federal
income tax consequences of the exchange of old notes for exchange notes and the
ownership and disposition of the exchange notes. There can be no assurance that
the U.S. Internal Revenue Service, or the "IRS," will take a similar view of the
purchase, ownership or disposition of the exchange notes. The discussion below
is based on the Internal Revenue Code of 1986, as amended, or the "Code,"
administrative pronouncements, judicial decisions, and existing and proposed
Treasury regulations, and interpretations of the foregoing, changes to any of
which subsequent to the date of this prospectus may affect the tax consequences
described below. These statements address only the tax consequences to holders
holding exchange notes as capital assets within the meaning of section 1221 of
the Code. They do not discuss all of the tax consequences that may be relevant
to holders in light of their particular circumstances or to holders subject to
special rules, such as certain financial institutions, insurance companies,
dealers in securities or foreign currencies, persons holding notes whose
functional currency (as defined in Code section 985) is not the U.S. dollar,
persons holding notes for United States federal income tax purposes in
connection with a hedging transaction, straddle, conversion transaction, or
other integrated transaction, traders in securities that elect to mark to
market, or holders liable for alternative minimum tax. Persons considering the
exchange of old notes for exchange notes should consult their tax advisors
concerning the application of United States federal income tax laws, as well as
the laws of any state, local, or foreign taxing jurisdiction, to their
particular situations.
As used in this prospectus, a "U.S. holder" of a note means a beneficial
owner that is, for United States federal income tax purposes:
- a citizen or resident of the United States,
- a corporation or partnership (including an entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise),
- an estate the income of which is subject to United States federal income
taxation regardless of its source,
- a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of
the trust or the trust has a valid election in effect under applicable
Treasury regulations to be treated as a United States person, or
- a holder of a note whose income or gain in respect of its investment in
the note is effectively connected with the conduct of a trade or business
in the United States.
As used in this prospectus, the term "non-U.S. holder" means a beneficial
owner of a note that is not a U.S. holder.
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EXCHANGE OF OLD NOTES FOR EXCHANGE NOTES
The exchange of old notes for exchange notes pursuant to this exchange
offer will not be a taxable event to holders for U.S. federal income tax
purposes. The exchange of old notes for the exchange notes pursuant to the
exchange offer will not be treated as a taxable "exchange" for U.S. federal
income tax purposes because the terms of the exchange notes will not be
considered to differ materially from the terms of the old notes and because the
exchange is occurring pursuant to the terms of the old notes. Accordingly, a
holder will have the same adjusted basis and holding period in the exchange
notes as it had in the old notes immediately before the exchange.
SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE NOTES
Notwithstanding the foregoing, upon the sale, exchange or retirement of an
exchange note, a U.S. holder will generally recognize taxable gain or loss equal
to the difference between the amount realized on the sale, exchange or
retirement and such U.S. holder's adjusted tax basis in the exchange note. For
these purposes, the amount realized generally does not include any amount
attributable to accrued but untaxed interest. A U.S. holder's adjusted tax basis
in an exchange note generally will equal the amount it paid for the
corresponding old note.
Except to the extent attributable to accrued but unpaid interest (which
will be taxable as such), gain or loss realized on the sale, exchange or
retirement of an exchange note will be capital gain or loss and will be
long-term capital gain or loss if at the time of sale, exchange or retirement
such exchange note has been held for more than one year. The excess of net
long-term capital gains over net short-term capital losses is taxed at a lower
rate than ordinary income for certain non-corporate taxpayers. The distinction
between capital gain or loss and ordinary income or loss is also relevant for
purposes of, among other things, limitations on the deductibility of capital
losses. Any gain realized on a sale or other disposition of an exchange note
generally will be treated as U.S. source income.
INTEREST ON THE EXCHANGE NOTES
Interest paid on an exchange note will generally be taxable to a U.S.
holder as ordinary interest income at the time it accrues or is received in
accordance with the taxpayer's method of accounting for United States federal
income tax purposes. A U.S. holder who purchases exchange notes with accrued
interest will generally treat payments of accrued interest as a return of
capital rather than as an interest payment.
BACKUP WITHHOLDING
The paying agent must file information returns with the IRS in connection
with payments of interest on the exchange notes or with respect to the proceeds
of the sale of exchange notes made to certain U.S. holders. Certain noncorporate
U.S. holders may be subject to backup withholding at the current rate of 30.5%
(which rate is scheduled to be reduced periodically through 2006) on payments of
principal of, premium, if any, and interest on, and the proceeds of disposition
of, an exchange note. Backup withholding will apply only if the U.S. holder:
- fails to furnish its taxpayer identification number ("TIN"), which for an
individual, would be such individual's Social Security number,
- furnishes an incorrect TIN,
- is notified by the IRS that it has failed to properly report payments of
interest and dividends or
- under certain circumstances, fails to certify, under penalty of perjury,
that it has furnished a correct TIN and has not been notified by the IRS
that it is subject to backup withholding for failure to report interest
and dividend payments.
U.S. holders should consult their tax advisors regarding their
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption if applicable.
The amount of any backup withholding from a payment to a U.S. holder will
be allowed as a credit against such U.S. holder's United States federal income
tax liability and may entitle such U.S. holder to a refund, provided that the
required information is furnished to the IRS.
32
Non-U.S. holders may have to comply with certification procedures to
establish their status as non-U.S. holders in order to avoid information
reporting and backup withholding tax requirements.
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a participating broker-dealer, as
defined below, during the period referred to below in connection with resales of
exchange notes received in exchange for old notes if those old notes were
acquired by that participating broker-dealer for its own account as a result of
market-making activities or other trading activities. We have agreed that, for a
period of 180 days after the Expiration Date, participating broker-dealers will
be entitled to use this prospectus, as amended or supplemented from time to
time, in connection with the resale of exchange notes as described above,
subject to exceptions, including our right to suspend the use of this prospectus
as described above under "The Exchange Offer -- Resales of Exchange Notes."
However, a participating broker who intends to use this prospectus in connection
with the resale of exchange notes must, on or before the Expiration Date, notify
or cause the exchange agent to be notified, in the manner provided in the letter
of transmittal, that it is a participating broker-dealer.
We will not receive any proceeds from any sale of exchange notes by
participating broker-dealers or other persons. Exchange notes received by
participating broker-dealers for their own account pursuant to the exchange
offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the exchange notes or a combination of those methods of resale, at
market prices prevailing at the time of resale, at prices related to prevailing
market prices or at negotiated prices. Any resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any participating broker-dealer or
the purchasers of those exchange notes.
Any broker-dealer who holds old notes acquired for its own account as a
result of market-making activities or other trading activities (a "participating
broker-dealer") and who receives exchange notes in exchange for those old notes
pursuant to the exchange offer and resells those exchange notes must deliver a
prospectus meeting the requirements of the Securities Act in connection with the
resale of those exchange notes, and such participating broker-dealer and any
other broker or dealer that participates in a distribution of those exchange
notes may be deemed to be an "underwriter" within the meaning of the Securities
Act and any profit on any resale of those exchange notes and any commissions or
concessions received by any of those persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
participating broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
We have agreed to pay all expenses incident to the performance of our
obligations under the registration rights agreement and to indemnify the holders
of old notes against specified liabilities, including specified liabilities
under the Securities Act.
AVAILABLE INFORMATION
We are subject to the information reporting requirements of the Securities
Exchange Act and we file periodic reports, proxy statements and other
information with the SEC relating to our business, financial results and other
matters. The reports, proxy statements and other information we file may be
inspected and copied at prescribed rates at the SEC's Public Reference Room at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and should be
available for inspection and copying at the SEC's regional office located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain
information on the operation of the SEC's Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains
reports, proxy statements and other information regarding issuers like us that
file electronically with the SEC. The address of the SEC's internet site is
www.sec.gov. Our SEC filings are also available at the offices of The New York
Stock Exchange, 20 Broad Street, New York, New
33
York, the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois,
and the Pacific Exchange, 301 Pine Street, San Francisco, California.
This prospectus constitutes part of a registration statement on Form S-4
that we have filed under the Securities Act. As permitted by the SEC's rules,
this prospectus omits some of the information and all of the exhibits included
and incorporated by reference in the registration statement. You may read and
copy the information and exhibits omitted from this prospectus but contained or
incorporated by reference in the registration statement at the public reference
facilities maintained by the SEC in Washington, D.C. and Chicago, Illinois.
Statements contained in this prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance we refer
you to the copy of the contract or document filed as an exhibit to the
registration statement or to a document incorporated or deemed to be
incorporated by reference in the registration statement, each of those
statements being qualified in all respects by this reference.
INCORPORATION BY REFERENCE
We have elected to incorporate by reference information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring to another document we have filed separately with the SEC.
The information incorporated by reference is deemed to be part of this
prospectus, except as described in the following sentence. Any statement in this
prospectus or in any document which is incorporated or deemed to be incorporated
by reference in this prospectus will be deemed to have been modified or
superseded to the extent that a statement contained in this prospectus, any
supplement to this prospectus or any document that we subsequently file with the
SEC that is incorporated or deemed to be incorporated by reference in this
prospectus modifies or supersedes that statement. Any statement so modified or
superseded will not be deemed to be a part of this prospectus except as so
modified or superseded.
This prospectus incorporates by reference the following documents that we
have previously filed with the SEC:
- Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
- Quarterly Reports on Form 10-Q for the thirteen weeks ended April 1,
2001, the twenty-six weeks ended July 1, 2001 and the thirty-nine weeks
ended September 30, 2001; and
- Current Reports on Form 8-K filed on January 26, 2001, April 20, 2001,
July 27, 2001, August 2, 2001, October 3, 2001, October 25, 2001, January
24, 2002 and January 29, 2002.
We are also incorporating by reference all other reports that we file with the
SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
after the date of this prospectus and until the completion of the exchange offer
or, if this prospectus is being used in connection with the resale of exchange
notes by participating broker-dealers as described under "Plan of Distribution,"
the 180th day after the Expiration Date or such later date to which we may have
extended that 180-day period as described under "The Exchange Offer -- Resales
of Exchange Notes."
We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered, a copy of any of the documents that we have
incorporated by reference into this prospectus, other than exhibits unless the
exhibits are specifically incorporated by reference in those documents. To
receive a copy of any of the documents incorporated by reference in this
prospectus, other than exhibits unless they are specifically incorporated by
reference in those documents, call or write to our Director of Investor
Relations at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington
98063-9777, telephone (253) 924-2058. The information relating to us contained
in this prospectus is not complete and should be read together with the
information contained in the documents incorporated and deemed to be
incorporated by reference in this prospectus.
LEGAL MATTERS
The validity of the exchange notes will be passed upon for us by Lorrie D.
Scott, Esq., Senior Legal Counsel of Weyerhaeuser Company.
34
EXPERTS
The consolidated balance sheets of Weyerhaeuser Company for the fiscal
years ended December 31, 2000 and December 26, 1999 and the related consolidated
statements of earnings, cash flows and shareholders' interest and financial
statement schedule II -- valuation and qualifying accounts of Weyerhaeuser
Company for the fiscal years ended December 31, 2000, December 26, 1999 and
December 27, 1998 incorporated by reference in this prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are incorporated by reference in this
prospectus in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
35
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act sets forth provisions pursuant to
which officers and directors of the Registrant may be indemnified against
liabilities that they may incur in their capacity as such. Article XII of the
Registrant's Bylaws provides for the indemnification of directors and officers
of the Registrant against certain liabilities under certain circumstances.
Under insurance policies of the Registrant, directors and officers of the
Registrant may be indemnified against certain losses arising from certain claims
that may be made against such persons by reason of their being directors or
officers.
Reference is made to Section 5 of the registration rights agreement filed
as an exhibit hereto. That section provides that the holders of notes will in
certain circumstances indemnify the Registrant, its directors and certain of its
officers and the persons, if any, who control the Registrant within the meaning
of the Securities Act against certain liabilities.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Indenture dated as of April 1, 1986 between Weyerhaeuser
Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as Trustee (incorporated
by reference from the Registration Statement on Form S-3,
Registration No. 333-36753).
4.2 First Supplemental Indenture dated as of February 15, 1991
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank and Chemical
Bank), as Trustee (incorporated by reference from the
Registration Statement on Form S-3, Registration No.
33-52982).
4.3 Second Supplemental Indenture dated as of February 1, 1993
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank and Chemical
Bank), as Trustee (incorporated by reference from the
Registration Statement on Form S-3, Registration No.
33-59974).
4.4 Third Supplemental Indenture dated as of October 22, 2001
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee
(incorporated by reference from the Registration Statement
on Form S-3, Registration No. 333-72356).
4.5 Form of old note (included in Third Supplemental Indenture
filed as Exhibit 4.4).
4.6 Form of exchange note (included in Third Supplemental
Indenture filed as Exhibit 4.4).
4.7 Registration Rights Agreement dated October 22, 2001 among
Weyerhaeuser Company and the several initial purchasers
parties thereto.
5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of
Weyerhaeuser Company.
12.1 Computation of Ratios of Earnings to Fixed Charges:
(a) Weyerhaeuser Company and Subsidiaries.
(b) Weyerhaeuser Company with its Weyerhaeuser Real Estate
Company, Weyerhaeuser Financial Services, Inc. and Gryphon
Investments of Nevada, Inc. subsidiaries accounted for
on the equity method, but excluding the undistributed
earnings of those subsidiaries.
23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1
thereto).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
24.1 Power of Attorney (contained on the signature pages hereof).
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.
II-1
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions (except for the insurance
referred to in the second paragraph of Item 20) or otherwise, the Registrant has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding and other than a claim under such insurance) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this registration statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 February 8, 2002.
WEYERHAEUSER COMPANY
By /s/ CLAIRE S. GRACE
------------------------------------
Claire S. Grace
Corporate Secretary and
Assistant General Counsel
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 such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, any
related Registration Statement filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933 and any other documents filed in connection with any
such 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 such
person could or might do 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
-------------------------------------------------------------------------------------------------------
/s/ STEVEN R. ROGEL President, Chief Executive February 8, 2002
----------------------------------------------------- Officer and Director
Steven R. Rogel (Principal Executive
Officer)
/s/ WILLIAM C. STIVERS Executive Vice President and February 8, 2002
----------------------------------------------------- Chief Financial Officer
William C. Stivers (Principal Financial
Officer)
/s/ STEVEN J. HILLYARD Vice President and February 8, 2002
----------------------------------------------------- Controller
Steven J. Hillyard (Principal Accounting
Officer)
II-3
SIGNATURE TITLE DATE
-------------------------------------------------------------------------------------------------------
/s/ W. JOHN DRISCOLL Director February 8, 2002
-----------------------------------------------------
W. John Driscoll
/s/ RICHARD F. HASKAYNE Director February 8, 2002
-----------------------------------------------------
Richard F. Haskayne
/s/ ROBERT J. HERBOLD Director February 8, 2002
-----------------------------------------------------
Robert J. Herbold
/s/ MARTHA R. INGRAM Director February 8, 2002
-----------------------------------------------------
Martha R. Ingram
/s/ JOHN I. KIECKHEFER Director February 8, 2002
-----------------------------------------------------
John I. Kieckhefer
/s/ ARNOLD G. LANGBO Director February 8, 2002
-----------------------------------------------------
Arnold G. Langbo
/s/ RT. HON. DONALD F. MAZANKOWSKI Director February 8, 2002
-----------------------------------------------------
Rt. Hon. Donald F. Mazankowski
/s/ WILLIAM. D. RUCKELSHAUS Director February 8, 2002
-----------------------------------------------------
William D. Ruckelshaus
/s/ RICHARD. H. SINKFIELD Director February 8, 2002
-----------------------------------------------------
Richard H. Sinkfield
/s/ JAMES N. SULLIVAN Director February 8, 2002
-----------------------------------------------------
James N. Sullivan
/s/ CLAYTON K. YEUTTER Director February 8, 2002
-----------------------------------------------------
Clayton K. Yeutter
II-4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Indenture dated as of April 1, 1986 between Weyerhaeuser
Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as Trustee (incorporated
by reference from the Registration Statement on Form S-3,
Registration No. 333-36753).
4.2 First Supplemental Indenture dated as of February 15, 1991
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank and Chemical
Bank), as Trustee (incorporated by reference from the
Registration Statement on Form S-3, Registration No.
33-52982).
4.3 Second Supplemental Indenture dated as of February 1, 1993
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank and Chemical
Bank), as Trustee (incorporated by reference from the
Registration Statement on Form S-3, Registration No.
33-59974).
4.4 Third Supplemental Indenture dated as of October 22, 2001
between Weyerhaeuser Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee
(incorporated by reference from the Registration Statement
on Form S-3, Registration No. 333-72356).
4.5 Form of old note (included in Third Supplemental Indenture
filed as Exhibit 4.4).
4.6 Form of exchange note (included in Third Supplemental
Indenture filed as Exhibit 4.4).
4.7 Registration Rights Agreement dated October 22, 2001 among
Weyerhaeuser Company and the several initial purchasers
parties thereto.
5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of
Weyerhaeuser Company.
12.1 Computation of Ratios of Earnings to Fixed Charges:
(a) Weyerhaeuser Company and Subsidiaries.
(b) Weyerhaeuser Company with its Weyerhaeuser Real Estate
Company, Weyerhaeuser Financial Services, Inc. and Gryphon
Investments of Nevada, Inc. subsidiaries accounted for
on the equity method, but excluding the undistributed
earnings of those subsidiaries.
23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1
thereto).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
24.1 Power of Attorney (contained on the signature pages hereof).
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.