AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 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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Floating Rate Notes due
2003.................... $ 500,000,000 100% $ 500,000,000
5.50% Notes due 2005...... $1,000,000,000 100% $1,000,000,000
6.125% Notes due 2007..... $1,000,000,000 100% $1,000,000,000
6.75% Notes due 2012...... $1,750,000,000 100% $1,750,000,000
7.375% Debentures due
2032.................... $1,250,000,000 100% $1,250,000,000
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Total..................... $5,500,000,000 100% $5,500,000,000 $506,000
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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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 15, 2002
PROSPECTUS
WEYERHAEUSER COMPANY
OFFER TO EXCHANGE ITS
FLOATING RATE NOTES DUE 2003,
5.50% NOTES DUE 2005,
6.125% NOTES DUE 2007,
6.75% NOTES DUE 2012 AND
7.375% DEBENTURES DUE 2032
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
FLOATING RATE NOTES DUE 2003,
5.50% NOTES DUE 2005,
6.125% NOTES DUE 2007,
6.75% NOTES DUE 2012 AND
7.375% DEBENTURES DUE 2032
- We are offering to exchange up to $500,000,000 of our Floating Rate Notes due
2003, $1,000,000,000 of our 5.50% Notes due 2005, $1,000,000,000 of our 6.125%
Notes due 2007, $1,750,000,000 of our 6.75% Notes due 2012 and $1,250,000,000
of our 7.375% Debentures due 2032 that have been registered under the
Securities Act of 1933 (collectively, the "exchange securities") for a like
aggregate principal amount of our Floating Rate Notes due 2003, 5.50% Notes
due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures
due 2032, respectively, that we previously issued without registration under
the Securities Act (collectively, the "old securities").
- The terms of the exchange securities of each series will be identical in all
material respects to the terms of the old securities of that series, except
that the transfer restrictions, registration rights and additional interest
provisions applicable to the old securities of that series will not apply to
the exchange securities of that series.
- We will issue exchange securities of each series in exchange for all old
securities of that series that are validly tendered and not withdrawn.
- Each 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 securities of any series at any time before
5:00 p.m., New York City time, on the date of the expiration of the exchange
offer for the securities of that series.
- We will not receive any cash proceeds from the exchange offers.
- No dealer-manager is being used in connection with the exchange offers.
- The exchange of the exchange securities of any series for the old securities
of that series 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 any 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......................................... 13
Use of Proceeds............................................. 15
Ratios of Earnings to Fixed Charges......................... 16
The Exchange Offers......................................... 17
Description of the Exchange Securities...................... 29
Certain United States Federal Income Tax Considerations..... 48
Plan of Distribution........................................ 51
Available Information....................................... 52
Incorporation by Reference.................................. 52
Legal Matters............................................... 53
Experts..................................................... 53
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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 BUSINESS DAYS BEFORE THE EXCHANGE OFFERS ARE
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
2
be realized as a result of our 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 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 Willamette and any other
businesses or companies we acquire and to realize anticipated cost
savings and synergies, if any, from those acquisitions, and the ability
of Willamette and any other 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 Floating Rate Notes due 2003
that we previously issued as the "old floating rate notes due 2003," the
Floating Rate Notes due 2003 that we are offering in exchange for the old
floating rate notes due 2003 as the "floating rate exchange notes due 2003," and
the old floating rate notes due 2003 and the floating rate exchange notes due
2003 as, collectively, the "floating rate notes due 2003."
In this prospectus, we sometimes refer to our 5.50% Notes due 2005 that we
previously issued as the "old notes due 2005," the 5.50% Notes due 2005 that we
are offering in exchange for the old notes due 2005 as the "exchange notes due
2005," and the old notes due 2005 and the exchange notes due 2005 as,
collectively, the "notes due 2005."
In this prospectus, we sometimes refer to our 6.125% Notes due 2007 that we
previously issued as the "old notes due 2007," the 6.125% Notes due 2007 that we
are offering in exchange for the old notes due 2007 as the "exchange notes due
2007," and the old notes due 2007 and the exchange notes due 2007 as,
collectively, the "notes due 2007."
In this prospectus, we sometimes refer to our 6.75% Notes due 2012 that we
previously issued as the "old notes due 2012," the 6.75% Notes due 2012 that we
are offering in exchange for the old notes due 2012 as the "exchange notes due
2012," and the old notes due 2012 and the exchange notes due 2012 as,
collectively, the "notes due 2012."
In this prospectus, we sometimes refer to our 7.375% Debentures due 2032
that we previously issued as the "old debentures due 2032," the 7.375%
Debentures due 2032 that we are offering in exchange for the old debentures due
2032 as the "exchange debentures due 2032," and the old debentures due 2032 and
the exchange debentures due 2032 as, collectively, the "debentures due 2032."
We also sometimes refer to the exchange offers made by this prospectus and
the related letter of transmittal as the "exchange offers" and to that letter of
transmittal as the "letter of transmittal."
Unless otherwise expressly stated or the context otherwise requires,
references to "Weyerhaeuser," "we," "our" and "us" and similar references mean
Weyerhaeuser Company and its consolidated subsidiaries which include, with
respect to information relating to dates or periods on and after February 11,
2002, Willamette Industries, Inc. and its consolidated subsidiaries.
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 OFFERS
General....................... We are offering to exchange up to $500,000,000
aggregate principal amount of our floating rate
exchange notes due 2003, $1,000,000,000
aggregate principal amount of our exchange
notes due 2005, $1,000,000,000 aggregate
principal amount of our exchange notes due
2007, $1,750,000,000 aggregate principal amount
4
of our exchange notes due 2012 and
$1,250,000,000 aggregate principal amount of
our exchange debentures due 2032 that have been
registered under the Securities Act of 1933
(collectively, the "exchange securities") for a
like aggregate principal amount of our old
floating rate notes due 2003, old notes due
2005, old notes due 2007, old notes due 2012
and old debentures due 2032, respectively, that
we previously issued without registration under
the Securities Act (collectively, the "old
securities"). We sometimes refer to the
exchange securities and the old securities as,
collectively, the "securities."
All of the old securities were issued, and the
exchange securities will be issued, under the
same indenture. The old floating rate notes and
the floating rate exchange notes will
constitute a single series of debt securities
under the indenture. The old notes due 2005 and
the exchange notes due 2005 will constitute a
single series of debt securities under the
indenture. The old notes due 2007 and the
exchange notes due 2007 will constitute a
single series of debt securities under the
indenture. The old notes due 2012 and the
exchange notes due 2012 will constitute a
single series of debt securities under the
indenture. The old debentures due 2032 and the
exchange debentures due 2032 will constitute a
single series of debt securities under the
indenture. The offer we are making to exchange
securities of any series for old securities of
that series is referred to as an "exchange
offer" and all of these offers are referred to,
collectively, as the "exchange offers".
Old securities of each series may be tendered
for exchange in whole or in part in a principal
amount of $1,000 and integral multiples of
$1,000.
The terms of the exchange securities of each
series will be identical in all material
respects to the terms of the old securities of
that series, except that the transfer
restrictions, registration rights and
additional interest provisions applicable to
the old securities of that series will not
apply to the exchange securities of that
series. We are making the exchange offers 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 securities.
If the exchange offer for the securities of any
series is not completed by the date specified
in the registration rights agreement, we will
be required to pay additional interest on the
old securities of that series until that
exchange offer is completed unless we file a
shelf registration statement for the old
securities of that series with the Securities
and Exchange Commission and comply with other
conditions.
Expiration Date............... The term "Expiration Date" means, with respect
to the exchange offer for the securities of any
series, 5:00 p.m., New York City time, on
, 2002 unless we extend the term of
the exchange offer with respect to the
securities of that series, in which case the
term "Expiration Date" will mean, with respect
to the exchange offer for the securities of
that series, the latest date and
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time to which that exchange offer is extended.
See "The Exchange Offers -- Expiration Date;
Extensions; Amendments."
As described above, we are making a separate
exchange offer with respect to the securities
of each series and we may elect to extend the
term of the exchange offer for one or more
series of securities without extending the term
of the exchange offer for the other series of
securities. Accordingly, the Expiration Date of
the exchange offer for any series of securities
may differ from the Expiration Date of the
exchange offers for any or all of the other
series of securities.
Procedure for Tendering Old
Securities.................. To tender old securities of any series, holders
must complete, sign and date the letter of
transmittal and deliver it, together with
certificates for the old securities of that
series 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 of the exchange offer
for the securities of that series and in
accordance with the detailed procedures
specified in this prospectus and the letter of
transmittal. Holders of old securities of any
series, who are unable to deliver these
documents or comply with the procedures for
book-entry transfer on or prior to the
Expiration Date of the exchange offer for the
securities of that series may follow the
guaranteed delivery procedures described in
this prospectus. See "The Exchange
Offers -- Procedures for Tendering Old
Securities." Holders of old securities of any
series 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 securities
of that series. 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 Offers -- Exchange Agent."
Withdrawal Rights............. Tenders of old securities of any series may be
withdrawn at any time on or prior to the
Expiration Date with respect to the exchange
offer for securities of that series by
delivering a written notice of withdrawal to
the exchange agent in conformity with the
procedures described under "The Exchange
Offers -- Withdrawal Rights."
Conditions to the Exchange
Offers........................ We will not be required to accept for exchange,
or to exchange, any old securities of any
series 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 with respect
to the securities of that series, waive that
condition or otherwise amend the terms of that
exchange offer in any respect. See "The
Exchange Offers -- Certain Conditions to the
Exchange Offers."
Resales of Exchange
Securities.................... 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 securities issued pursuant to the
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exchange offers 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 securities in the ordinary course
of your business, you have no arrangement or
understanding with any person to participate in
the distribution of the old securities or the
exchange securities within the meaning of the
Securities Act and you are not a broker-dealer
that purchased the old securities being
tendered in the exchange offers 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 securities
in exchange for old securities 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 those exchange
securities. Each holder of old securities who
wishes to receive exchange securities 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 Offers -- Resales of
Exchange Securities."
Exchange Agent................ The exchange agent for the exchange offers is
JPMorgan Chase Bank. The address and telephone
and facsimile numbers of the exchange agent
appear under "The Exchange Offers -- Exchange
Agent."
Use of Proceeds............... We will not receive any cash proceeds from the
issuance of the exchange securities offered by
this prospectus.
Consequences of Failure to
Exchange
the Old Securities.......... Any old securities of any series that are not
tendered and exchanged for exchange securities
of that series will remain outstanding
following the exchange offer for the securities
of that series and will continue to be subject
to transfer restrictions and to bear interest
at the same per annum rate of interest or, in
the case of the floating rate notes due 2003,
pursuant to the same interest rate formula, but
will not be entitled to any additional interest
or registration rights under the registration
rights agreement. If old securities of any
series are tendered and accepted in the
exchange offer for the securities of that
series, a holders' ability to sell any old
securities of that series that remain
outstanding could be adversely affected and
there may be no trading market for the old
securities of that series. See "-- Consequences
of Failure to Exchange the Old Securities"
below.
United States Federal Income
Tax
Considerations.............. The exchange of the exchange securities of any
series for old securities of that series will
not be a taxable transaction for U.S. federal
income tax purposes. Holders of old securities
should review the information appearing under
"Certain United States Federal Income Tax
Considerations" prior to tendering old
securities in the exchange offers.
7
THE EXCHANGE SECURITIES
GENERAL
Issuer........................ Weyerhaeuser Company, a Washington corporation.
Ranking....................... The exchange securities will be unsecured and
unsubordinated obligations of Weyerhaeuser
Company and will rank equally with all other
unsecured and unsubordinated indebtedness of
Weyerhaeuser Company. The exchange securities
will be effectively subordinated to all
existing and future liabilities, including
indebtedness, trade payables, guarantees, lease
obligations and letter of credit obligations,
of our subsidiaries. See "Description of the
Exchange Securities -- Ranking."
FLOATING RATE EXCHANGE NOTES DUE 2003
Securities Offered............ $500,000,000 principal amount of floating rate
exchange notes due 2003.
Maturity Date................. The floating rate exchange notes due 2003 will
mature on September 15, 2003.
Interest Rate................. Interest on the floating rate exchange notes
due 2003 will accrue from the most recent date
to which interest has been paid or duly
provided for on the old floating rate notes due
2003 prior to the original issuance date of the
floating rate exchange notes due 2003 or, if no
interest has been paid or duly provided for on
the old floating rate notes due 2003, from
March 12, 2002 at a per annum rate equal to
LIBOR, determined as described under
"Description of the Exchange
Securities -- Floating Rate Exchange Notes" and
adjusted quarterly, plus 1.125%.
No optional redemption........ The floating rate exchange notes due 2003 will
not be subject to redemption at our option
prior to maturity and will not be subject to
any sinking fund provision.
Interest Payment Dates........ March 15, June 15, September 15 and December
15, commencing with the first interest payment
date following the original issuance date of
the floating rate exchange notes due 2003.
EXCHANGE NOTES DUE 2005
Securities Offered............ $1,000,000,000 principal amount of exchange
notes due 2005.
Maturity Date................. The exchange notes due 2005 will mature on
March 15, 2005.
Interest Rate................. 5.50% per annum, accruing from the most recent
date to which interest has been paid or duly
provided for on the old notes due 2005 prior to
the original issuance date of the exchange
notes due 2005 or, if no interest has been paid
or duly provided for on the old notes due 2005,
from March 12, 2002.
Interest Payment Dates........ March 15 and September 15, commencing with the
first interest payment date following the
original issuance date of the exchange notes
due 2005.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2005, at any time or from time to time, at
the redemption prices described in
8
the section entitled "Description of the
Exchange Securities -- Optional Redemption."
The exchange notes due 2005 will not be subject
to any sinking fund provision.
EXCHANGE NOTES DUE 2007
Securities Offered............ $1,000,000,000 principal amount of exchange
notes due 2007.
Maturity Date................. The exchange notes due 2007 will mature on
March 15, 2007.
Interest Rate................. 6.125% per annum, accruing from the most recent
date to which interest has been paid or duly
provided for on the old notes due 2007 prior to
the original issuance date of the exchange
notes due 2007 or, if no interest has been paid
or duly provided for on the old notes due 2007,
from March 12, 2002.
Interest Payment Dates........ March 15 and September 15, commencing with the
first interest payment date following the
original issuance date of the exchange notes
due 2007.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2007, at any time or from time to time, at
the redemption prices described in the section
entitled "Description of the Exchange
Securities -- Optional Redemption." The
exchange notes due 2007 will not be subject to
any sinking fund provision.
EXCHANGE NOTES DUE 2012
Securities Offered............ $1,750,000,000 principal amount of exchange
notes due 2012.
Maturity Date................. The exchange notes due 2012 will mature on
March 15, 2012.
Interest Rate................. 6.75% per annum, accruing from the most recent
date to which interest has been paid or duly
provided for on the old notes due 2012 prior to
the original issuance date of the exchange
notes due 2012, or, if no interest has been
paid or duly provided for on the old notes due
2012, from March 12, 2002.
Interest Payment Dates........ March 15 and September 15, commencing with the
first interest payment date following the
original issuance date of the exchange notes
due 2012.
Optional Redemption........... We may redeem some or all of the exchange notes
due 2012, at any time or from time to time, at
the redemption prices described in the section
entitled "Description of the Exchange
Securities -- Optional Redemption." The
exchange notes due 2012 will not be subject to
any sinking fund provision.
EXCHANGE DEBENTURES DUE 2032
Securities Offered............ $1,250,000,000 principal amount of exchange
debentures due 2032.
Maturity Date................. The exchange debentures due 2032 will mature on
March 15, 2032.
Interest Rate................. 7.375% per annum, accruing from the most recent
date to which interest has been paid or duly
provided for on the old debentures due 2032
prior to the original issuance date of the
exchange
9
debentures due 2032 or, if no interest has been
paid or duly provided for on the old debentures
due 2032, from March 12, 2002.
Interest Payment Dates........ March 15 and September 15, commencing with the
first interest payment date following the
original issuance date of the exchange
debentures due 2032.
Optional Redemption........... We may redeem some or all of the exchange
debentures due 2032, at any time or from time
to time, at the redemption prices described in
the section entitled "Description of the
Exchange Securities -- Optional Redemption."
The exchange debentures due 2032 will not be
subject to any sinking fund provision.
SOME COMMON TERMS OF THE EXCHANGE SECURITIES
Covenants..................... We will issue the exchange securities 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 securities 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 an amount equal to the fair value of
the leased property, as determined by our
board of directors, to repay indebtedness
or unless we would be entitled, pursuant to
the limitation on liens covenant described
in the preceding bullet point, 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
Securities -- Certain Restrictions" for more
information.
The indenture also provides that we may not
cause or permit Willamette Industries, Inc. to
guarantee any of our borrowings under specified
credit facilities unless Willamette also
guarantees the payment of the securities and
other debt securities issued under the
indenture. However, Willamette's guarantee of
the securities and other debt securities issued
under the indenture will terminate upon the
earlier of (1) the termination of its guarantee
of borrowings under those credit facilities and
(2) the effectiveness of the anticipated merger
of Willamette with and into Weyerhaeuser
Company. Moreover, the covenant in the
indenture requiring that, under the
circumstances described above, Willamette
guarantee the securities and other debt
securities issued under the indenture will
terminate upon the effectiveness of the
anticipated merger of Willamette with and into
Weyerhaeuser Company. See "Recent
10
Developments -- Acquisition of Willamette
Industries, Inc." and "Description of the
Exchange Securities -- Possible Guarantee of
Debt Securities."
Form of Exchange Securities... The exchange securities 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 securities,"
registered in the name of Cede & Co., as
nominee of The Depository Trust Company, or
"DTC." Holders of interests in global exchange
securities will not be entitled to receive
exchange securities in definitive certificated
form registered in their names except in the
limited circumstances described under
"Description of the Exchange
Securities -- Book-Entry; Delivery and Form."
Denominations................. The exchange securities will be issued in
denominations of $1,000 and integral multiples
of $1,000.
Absence of a Public Market for
the
Exchange Securities......... The exchange securities of each series 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
securities of any series will develop or as to
the liquidity of any market that may develop.
The broker-dealers that initially purchased the
old securities directly from us have previously
advised us that they intend to make a market in
the exchange securities. However, they are not
obligated to do so and any market making with
respect to the exchange securities of any
series may be discontinued without notice.
CONSEQUENCES OF FAILURE TO EXCHANGE THE OLD SECURITIES
The old securities 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 transaction not subject to those requirements. The
transfer of old securities is also subject to other conditions and restrictions
set forth in the related indenture. Any old securities that are not tendered and
exchanged for exchange securities will remain outstanding after consummation of
the applicable exchange offer and will continue to bear a legend reflecting
those restrictions on transfer. In addition, upon consummation of the exchange
offer with respect to the securities of any series, holders of old securities of
that series that remain outstanding will not be entitled to any rights under the
registration rights agreement to have those old securities registered under the
Securities Act. We do not intend to register under the Securities Act any old
securities which remain outstanding after completion of the applicable exchange
offer.
If old securities of any series are tendered and accepted in the exchange
offer with respect to the securities of that series, a holder's ability to sell
any old securities of that series that remain outstanding could be adversely
affected and there may be no trading market for those old securities. To the
extent that old securities of any series are tendered and accepted in the
exchange offer with respect to the securities of that series, the principal
amount of outstanding old securities of that series will decrease, which will
likely adversely affect the liquidity of any trading market for the old
securities of that series 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
securities of each series for old securities of that series. The registration
rights agreement provides, among other things, that if we do not consummate the
exchange offer with respect to the securities of any series by a specified date,
additional interest will accrue and be payable on the old securities of that
series until that exchange offer is completed unless we file a shelf
registration for the old securities of that series with the SEC and comply with
other conditions. Following completion of the
11
exchange offer with respect to the securities of any series, the old securities
of that series will not be entitled to any additional interest under the
registration rights agreement and will continue to bear interest at the same per
annum interest rate or, in the case of the old floating rate notes due 2003,
pursuant to the same interest rate formula as the exchange securities of that
series.
All of the old securities and exchange securities will be issued under the
same indenture. The old securities of each series and the exchange securities of
that series will constitute a single series of debt securities under that
indenture. If the exchange offer with respect to the securities of any series is
consummated, any old securities of that series that remain outstanding and the
exchange securities of that series 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 securities of
that series and the exchange securities of that series will vote or take that
action as a single class.
12
RECENT DEVELOPMENTS
SALE OF $5.5 BILLION OF DEBT SECURITIES
On March 12, 2002, we issued the following old securities:
- $500 million aggregate principal amount of our old floating rate notes
due 2003,
- $1 billion aggregate principal amount of our old notes due 2005,
- $1 billion aggregate principal amount of our old notes due 2007,
- $1.75 billion aggregate principal amount of our old notes due 2012, and
- $1.25 billion aggregate principal amount of our old debentures due 2032.
We received net proceeds of approximately $5.4 billion from the sale of the old
securities and we used those net proceeds to repay a portion of the borrowings
we incurred to acquire Willamette Industries, Inc. as described below.
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.
Willamette was founded in 1906 as the Willamette Valley Lumber Co. in
Dallas, Oregon. In 1967, Willamette Valley and several related firms merged to
form Willamette Industries, Inc. Willamette is a forest products company that
produces market pulp, fine paper, specialty printing papers, business forms, cut
sheets, kraft linerboard, corrugating medium, bag paper, corrugated containers,
paper bags, inks, lumber, plywood, particleboard, medium density fiberboard,
oriented strand board, laminated beams, laminated veneer lumber, I-joists and
other wood products.
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. On February 11, 2002, CHI announced the expiration of the
tender offer and the acceptance for payment of the tendered shares of Willamette
common stock. As of February 11, 2002, we had acquired approximately 106.9
million shares, or approximately 97%, of Willamette's outstanding common stock
and Willamette became a subsidiary of CHI.
We completed the merger of CHI with and into Willamette, with Willamette as
the surviving corporation, on March 14, 2002. We sometimes refer to this merger
as the "second-step merger." In the second-step merger, each share of Willamette
common stock, other than shares owned by Willamette, Weyerhaeuser or CHI, was
converted into the right to receive $55.50 in cash without interest. Upon
completion of the second-step merger, Willamette became our wholly-owned
subsidiary.
We plan to merge Willamette with and into Weyerhaeuser Company, the
Weyerhaeuser parent company, with Weyerhaeuser Company as the surviving
corporation, whereupon the separate corporate existence of Willamette will
cease. We sometimes refer to this proposed merger as the "parent company
merger." Consummation of the parent company merger will require that we take a
number of actions and, as a result, we have not yet established a proposed date
for completion of the parent company merger nor can we assure you that the
parent company merger will be consummated. However, the remaining Credit
Facilities, as defined below, provide that, if the parent company merger is not
consummated by March 31, 2003, Willamette Industries, Inc. will be required to
guarantee borrowings and other amounts due under the remaining Credit
Facilities, in which case it would also be required, under the indenture
governing the securities, to guarantee the securities and other debt securities
outstanding under the indenture. However, any guarantee by Willamette
Industries, Inc. of the securities and other debt securities outstanding under
the indenture will terminate upon the earlier of (1) the termination of its
guarantee of borrowings under the
13
Credit Facilities and (2) the effectiveness of the parent company merger.
Moreover, if the parent company merger is consummated before March 31, 2003,
then the covenant in the indenture requiring that Willamette Industries, Inc.
guarantee the securities and other debt securities will terminate. See
"Description of the Exchange Securities -- Ranking" and "-- Possible Guarantee
of Debt Securities." Accordingly, we intend to consummate the parent company
merger before March 31, 2003.
Pursuant to the merger agreement, holders of options to purchase shares of
Willamette common stock were entitled to surrender their options in exchange for
a per option cash payment equal to the amount by which $55.50 exceeds the option
exercise price. Upon consummation of the second-step merger, options that were
not surrendered became 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 price we paid in the tender offer and the second-step merger
and on the market price of our common stock.
Funding for the acquisition was provided under credit facilities we
obtained from a syndicate of lenders led by Morgan Stanley Senior Funding, Inc.
and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), both of which are
affiliates of broker-dealers that were some of the initial purchasers in the
offering of the old securities and to which we collectively refer as the "Lead
Lenders." We refer to these credit facilities as the "Credit Facilities." The
Credit Facilities were originally comprised of:
(1) a 364-day revolving credit facility (the "364-day Facility")
providing for revolving credit loans aggregating up to $2 billion and
maturing no later than February 7, 2003 to be made to us and our
subsidiary, Weyerhaeuser Real Estate Company, and under which each borrower
may, at its option, convert any or all of its outstanding revolving loans
into term loans maturing no later than February 7, 2004,
(2) a five-year revolving credit facility providing for aggregate
borrowings of up to $2 billion maturing on February 8, 2007 (the "5-year
Facility"), and
(3) a bridge revolving credit facility providing for aggregate
borrowings of up to $4 billion maturing on August 3, 2003 (the "Bridge
Facility").
As described below, the Bridge Facility has been terminated. In addition,
we recently amended the 364-day Facility to reduce the maximum amount of loans
available under that facility to $1.3 billion in the aggregate and to extend the
maturity date of revolving credit loans made under that facility to March 25,
2003 and any term loans made under that facility to March 25, 2004. We also
amended the 5-year Facility to reduce the maximum amount of loans available
under that facility to $1.3 billion in the aggregate and to extend the maturity
date of those loans to March 26, 2007. The 364-day Facility and the 5-year
Facility contain representations and warranties, financial and other covenants,
mandatory prepayment provisions and events of default.
We used the net proceeds from the sale of the $5.5 billion of old
securities we issued on March 12, 2002 as described above to repay all
borrowings outstanding under the Bridge Facility, whereupon the Bridge Facility
terminated, and to repay some of the borrowings outstanding under the 5-year
Facility. Borrowings under the 5-year Facility that were repaid with the net
proceeds from the sale of the old securities may be reborrowed, subject to
compliance with financial covenants and other conditions.
As of December 30, 2001, on a pro forma basis after giving effect to the
completion of our tender offer for shares of common stock of Willamette, the
consummation of the second-step merger pursuant to which Willamette became our
wholly-owned subsidiary and related transactions, and the sale of the $5.5
billion of old securities that we issued on March 12, 2002 and the incurrence of
borrowings under the Credit Facilities and the application of the net proceeds
from the sale of the old securities and the proceeds from those borrowings to
pay the purchase price of shares of Willamette common stock acquired in the
tender offer and the second-step merger and related costs and expenses as if
those transactions had occurred as of December 30, 2001:
- we would have had total short-term debt of approximately $877 million,
including approximately $290 million of borrowings outstanding under
credit facilities, and
14
- we would have had approximately $13.2 billion of total long-term debt,
excluding current maturities and less discount and including $564 million
of borrowings outstanding under credit facilities.
These pro forma amounts do not give effect to liabilities incurred by
Weyerhaeuser or Willamette subsequent to December 30, 2001, including the
indebtedness described in the following paragraph.
We estimate that the total amount of funds required to purchase the
outstanding Willamette shares pursuant to the tender offer and in connection
with the second-step merger and to pay estimated costs and expenses related to
the acquisition of Willamette was approximately $6.3 billion. In addition, at
the time of consummation of the tender offer we incurred approximately $500
million of additional borrowings under the Credit Facilities to repay
approximately $500 million of Willamette's indebtedness outstanding at that time
(including approximately $116 million of indebtedness incurred by Willamette
subsequent to December 31, 2001). As of February 12, 2002, after giving effect
to this repayment, Willamette had total outstanding indebtedness of
approximately $1.3 billion, and we guaranteed most of this indebtedness,
effective upon consummation of the second-step merger.
The description of some of the terms of the merger agreement and the Credit
Facilities appearing in prospectus is not complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the merger
agreement and the Credit Facilities. Copies of the merger agreement and the
Credit Facilities have been filed or incorporated by reference as exhibits to
the documents incorporated by reference in this prospectus and are available as
described under "Available Information."
REDUCTION IN CREDIT RATING ON OUR DEBT SECURITIES
On February 11, 2002, Moody's Investor Services announced that it had
lowered its rating on our senior unsecured debt, which includes the old
securities and will include the exchange securities, to "Baa2" from "A3" as a
result of the increase in our leverage resulting from the acquisition of
Willamette. On February 15, 2002, Standard & Poor's announced that it had
lowered its rating on our long-term senior debt, which includes the old
securities and will include the exchange securities, to "BBB" from "A-" for the
same reason. Credit rating agencies may from time to time change their ratings
on our debt securities, including the old securities and the exchange
securities, 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 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
or other rating 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
securities and the exchange securities. The credit ratings accorded to our debt
securities, including the old securities and the exchange securities, are not
recommendations to purchase, hold or sell those debt securities inasmuch as
those ratings do not comment as to the market price or suitability for
particular investors.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
securities offered by this prospectus. In consideration of issuing the exchange
securities of any series as contemplated by this prospectus, we will receive a
like principal amount of old securities of that series. The terms of the
exchange securities of each series will be identical in all material respects to
the terms of the old securities of that series, except that the transfer
restrictions, registration rights and additional interest provisions applicable
to the old securities of that series will not be applicable to the exchange
securities of that series. The old securities of any series tendered in exchange
for the exchange securities of that series will be retired and cancelled.
Accordingly, the issuance of the exchange securities of any series will not
result in any increase in our indebtedness.
15
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.
FISCAL YEAR
-------------------------------------
2001 2000 1999 1998 1997
----- ----- ----- ----- -----
Ratio of earnings to fixed charges(1).................. 2.23x 3.58x 3.45x 2.20x 2.29x
---------------
(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
1.58x, 3.58x, 3.78x, 2.72x and 2.91x for the fiscal years ended December 30,
2001, December 31, 2000, December 26, 1999, December 27, 1998 and December
28, 1997, respectively.
On a pro forma basis after giving effect to the completion of our tender
offer for shares of common stock of Willamette, the consummation of the
second-step merger pursuant to which Willamette became our wholly-owned
subsidiary and related transactions, and the sale of the $5.5 billion of old
securities we issued on March 12, 2002 as described above under "Recent
Developments -- Sale of $5.5 Billion of Debt Securities" and the incurrence of
bank borrowings and the application of the estimated net proceeds from the sale
of the old securities and the proceeds from those borrowings to pay the purchase
price of shares of Willamette stock acquired in the tender offer and the
second-step merger and related costs and expenses as if those transactions had
occurred as of the first day of our 2001 fiscal year, our pro forma ratio of
earnings to fixed charges for the fiscal year ended December 30, 2001 would have
been 1.33x. On a pro forma basis after giving effect to the transactions
described above and accounting for our Weyerhaeuser Real Estate Company,
Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc.
subsidiaries on the equity method but excluding the undistributed earnings of
those subsidiaries, our pro forma ratio of earnings to fixed charges for the
fiscal year ended December 30, 2001 would have been 0.98x and our pro forma
fixed charges would have exceeded our pro forma earnings for that fiscal year by
approximately $14.6 million. These pro forma ratios and this pro forma amount do
not give effect to approximately $116 million of indebtedness that Willamette
incurred subsequent to December 31, 2001, nor do they give effect to our
incurrence of approximately $500 million of additional borrowings under the
Credit Facilities on February 12, 2002 or the application of the proceeds from
those borrowings to repay approximately $500 million of Willamette's
indebtedness (including the $116 million of indebtedness incurred by Willamette
subsequent to December 31, 2001).
These pro forma ratios of earnings to fixed charges are subject to a number
of estimates, assumptions and uncertainties, including assumed rates of interest
on a substantial portion of our pro forma indebtedness, and do not purport to
reflect what our ratios of earnings to fixed charges would have been had the
acquisition of Willamette and the other transactions described above taken place
on the date indicated, nor do they purport to reflect our ratios of earnings to
fixed charges for any future period. For example, our acquisition of Willamette
will be accounted for using the purchase method of accounting. The total
purchase price of the acquisition will be allocated to the assets and
liabilities acquired based upon their respective estimated fair market values.
The allocation of the purchase price reflected in the unaudited pro forma
condensed consolidated financial statements upon which the pro forma ratios of
earnings to fixed charges are based is preliminary, was performed as of December
30, 2001, and is subject to adjustment upon, among other things, receipt of
appraisals and valuations of some of the acquired assets and liabilities and
changes resulting from operations subsequent to December 30, 2001. Accordingly,
the final allocation of the purchase price to the acquired assets and
liabilities, which will be performed as of February 11, 2002, may differ from
the allocation reflected in those unaudited pro forma condensed consolidated
financial statements. The pro forma ratios should be read in conjunction with,
and are qualified in their entirety by reference to, the unaudited pro forma
condensed consolidated financial statements incorporated by reference in this
prospectus from our Form 8-K
16
filed with the SEC on March 28, 2002 and the consolidated financial statements
and related notes of Weyerhaeuser and Willamette incorporated by reference in
this prospectus.
THE EXCHANGE OFFERS
The following summary of selected provisions of the exchange offers 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
offers 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 securities together
with this prospectus and copies of the form of 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 OFFERS
In connection with the sale of the old securities, 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 securities of each series for old securities of
that series pursuant to an effective registration statement. The registration
rights agreement provides, among other things, that if we have not consummated
the exchange offer with respect to the securities of any series on or prior to
October 21, 2002, then, in addition to the interest otherwise payable on the old
securities of that series, additional interest will accrue and be payable on the
old securities of that series at the rate of 0.25% per annum from and including
the day immediately succeeding October 21, 2002 until the exchange offer with
respect to the securities of that series is consummated unless we file a shelf
registration statement with respect to the old securities of that series with
the SEC and comply with other conditions. The terms of the exchange securities
of each series will be identical in all material respects to the terms of the
old securities of that series, except that additional interest as described in
the preceding sentence will not be payable in respect of the exchange securities
of that series and the exchange securities of that series will have been
registered under the Securities Act and therefore will not be subject to certain
restrictions on transfer applicable to the old securities of that series and
will not be entitled to any registration rights under the registration rights
agreement.
Upon consummation of the exchange offer with respect to the securities of
any series, holders of old securities of that series 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 securities of any series for exchange securities of that series
may have other adverse consequences, some of which are described above under
"Prospectus Summary -- Consequences of Failure to Exchange the Old Securities."
None of the exchange offers is being made to, nor will we accept tenders
for exchange from or on behalf of, holders of old securities in any jurisdiction
in which the applicable exchange offer or the acceptance of that 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 OFFERS
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
- $500,000,000 aggregate principal amount of floating rate exchange notes
due 2003 in exchange for a like aggregate principal amount of old
floating rate notes due 2003 that are validly tendered on or prior to the
Expiration Date of the exchange offer with respect to the floating rate
notes due 2003 and not withdrawn in accordance with the procedures
described below,
- $1,000,000,000 aggregate principal amount of exchange notes due 2005 in
exchange for a like aggregate principal amount of old notes due 2005 that
are validly tendered on or prior to the Expiration
17
Date of the exchange offer with respect to the notes due 2005 and not
withdrawn in accordance with the procedures described below,
- $1,000,000,000 aggregate principal amount of exchange notes due 2007 in
exchange for a like aggregate principal amount of old notes due 2007 that
are validly tendered on or prior to the Expiration Date of the exchange
offer with respect to the notes due 2007 and not withdrawn in accordance
with the procedures described below,
- $1,750,000,000 aggregate principal amount of exchange notes due 2012 in
exchange for a like aggregate principal amount of old notes due 2012 that
are validly tendered on or prior to the Expiration Date of the exchange
offer with respect to the notes due 2012 and not withdrawn in accordance
with the procedures described below, and
- $1,250,000,000 aggregate principal amount of exchange debentures due 2032
in exchange for a like aggregate principal amount of old debentures due
2032 that are validly tendered on or prior to the Expiration Date of the
exchange offer with respect to the debentures due 2032 and not withdrawn
in accordance with the procedures described below.
Promptly after the Expiration Date with respect to the exchange offer for
the securities of any series, we will issue exchange securities of that series
in a principal amount equal to the principal amount of outstanding old
securities of that series validly tendered and accepted by us in that exchange
offer, provided that the aggregate principal amount of exchange securities of
any series issued in exchange for old securities of that series will not exceed
the principal amount set forth in the applicable bullet point appearing in the
immediately preceding paragraph. Holders may tender their old securities in
whole or in part in a principal amount of $1,000 and integral multiples of
$1,000.
None of the exchange offers is conditioned upon any minimum principal
amount of old securities being tendered. As of the date of this prospectus,
- $500,000,000 aggregate principal amount of old floating rate notes due
2003,
- $1,000,000,000 aggregate principal amount of old notes due 2005,
- $1,000,000,000 aggregate principal amount of old notes due 2007,
- $1,750,000,000 aggregate principal amount of old notes due 2012, and
- $1,250,000,000 aggregate principal amount of old debentures due 2032,
were outstanding.
Holders of old securities do not have any appraisal or dissenters' rights
in connection with the exchange offers. Old securities that are not tendered for
exchange or are tendered but not accepted in connection with the exchange offers
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 same per
annum rate of interest or, in the case of the old floating rate notes due 2003,
pursuant to the same interest rate formula as in effect prior to the exchange
offers, except that, following completion of the exchange offer with respect to
the old securities of any series, the old securities of that series will no
longer be entitled to additional interest under the registration rights
agreement.
If any tendered old securities are not accepted for exchange because of an
invalid tender, the occurrence of other events described in this prospectus or
otherwise, the unaccepted old securities will be re-credited to the applicable
account at DTC or, in any case where old securities in definitive certificated
form ("certificated old securities") are surrendered for exchange, we will
return those certificated old securities, without expense, to the tendering
holder promptly after the Expiration Date of the exchange offer for the
securities of that series.
Holders who tender old securities in connection with the exchange offers
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
18
securities in connection with the exchange offers. We will pay all charges and
expenses, other than specified taxes described below, in connection with the
exchange offers. See "-- Fees and Expenses."
NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS
OF OLD SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY
PORTION OF THEIR OLD SECURITIES PURSUANT TO THE EXCHANGE OFFERS. IN ADDITION, NO
ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD
SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE
EXCHANGE OFFERS AND, IF SO, THE AGGREGATE AMOUNT OF OLD SECURITIES 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, with respect to the exchange offer for
the securities of any series, 5:00 p.m., New York City time, on , 2002
unless we extend the term of the exchange offer with respect to the securities
of that series, in which case the term "Expiration Date" will mean, with respect
to the exchange offer for the securities of that series, the latest date and
time to which that exchange offer is extended.
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 securities of any series for
exchange,
(2) to terminate the exchange offer with respect to the securities of
any series, whether or not any old securities of that series 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 Offers" has occurred or exists or
has not been satisfied,
(3) to extend the Expiration Date of the exchange offer with respect
to the securities of any series from time to time and retain all old
securities of that series tendered pursuant to that exchange offer,
subject, however, to the right of holders of old securities of that series
to withdraw their tendered old securities of that series as described under
"-- Withdrawal Rights," and
(4) to waive any condition or otherwise amend the terms of the
exchange offer with respect to the securities of any series in any respect.
We are making a separate exchange offer with respect to the securities of
each series and we may elect to extend the term of the exchange offer for one or
more series of securities without extending the term of the exchange offers for
the other series of securities. Accordingly, the Expiration Date of the exchange
offer for any series of securities may differ from the Expiration Date of the
exchange offers for any or all of the other series of securities. Accordingly,
the delivery of exchange securities of any series may occur either before or
after the delivery date of the exchange securities of any other series,
depending upon, among other things, the Expiration Dates of the exchange offers
for the securities of those series.
If the exchange offer with respect to the securities of any series is
amended in a manner determined by us to constitute a material change, or if we
waive a condition of the exchange offer with respect to the securities of any
series 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 with respect to the securities of that series 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,
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on the next business day after the previously scheduled Expiration Date of the
exchange offer for the securities of the applicable series. 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 SECURITIES
Upon the terms and subject to the conditions of the exchange offer with
respect to the securities of any series, we will exchange, and will issue and
deliver to the exchange agent, exchange securities of that series for old
securities of that series validly tendered and not withdrawn promptly after the
Expiration Date of the exchange offer for the securities of that series.
In all cases, delivery of exchange securities of any series in exchange for
old securities of that series validly tendered and accepted for exchange
pursuant to the applicable exchange offer will be made only after timely receipt
by the exchange agent of:
(1) certificates evidencing the old securities of that series or a
book-entry confirmation of a book-entry transfer of the old securities of
that series into the exchange agent's account at DTC, and
(2) the letter of transmittal, properly completed and duly executed
or, if old securities of that series 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 Securities." The term "book-entry confirmation"
means a timely confirmation of a book-entry transfer of old securities into the
exchange agent's account at DTC.
Subject to the terms and conditions of the exchange offer for the
securities of any series, we will be deemed to have accepted for exchange, and
thereby exchanged, old securities of that series 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 securities
for exchange pursuant to that 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 securities, letters
of transmittal and related documents and transmitting exchange securities to
validly tendering holders. The exchange of exchange securities of any series for
old securities of that series will be made promptly following the Expiration
Date of the exchange offer with respect to the securities of that series. If,
for any reason whatsoever, acceptance for exchange or the exchange of any old
securities of any series tendered pursuant to the exchange offer with respect to
the securities of that series is delayed, whether before or after our acceptance
for exchange of old securities of that series, or if we extend the exchange
offer with respect to the securities of that series or are unable to accept for
exchange or exchange old securities of that series tendered pursuant to the
exchange offer with respect to the securities of that series, 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 securities of that series and those old
securities 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 with respect to the securities
of any series, a holder of old securities of that series will represent and
warrant that it has full power and authority to tender, exchange, sell, assign
and transfer old securities of that series, that we will acquire good,
marketable and unencumbered title to the tendered old securities of that series,
free and clear of all liens, restrictions, charges and encumbrances, and that
old securities of that series 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 securities of any series tendered pursuant
to the exchange offer with respect to the securities of that series.
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PROCEDURES FOR TENDERING OLD SECURITIES
Valid Tender. In order for old securities of any series to be validly
tendered pursuant to the exchange offer for the securities of that series, a
holder of old securities of that series 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 securities of that series 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 of the exchange offer for the securities of that series. In addition:
- certificates for the old securities of any series 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 of the exchange offer for the securities of that series,
or
- a timely confirmation of a book-entry transfer of the old securities of
that series 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 of the exchange offer for the securities of that series,
or
- the holder must comply with the guaranteed delivery procedures described
below under "-- Guaranteed Delivery" on or prior to the Expiration Date
of the exchange offer for the securities of that series.
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 securities of any series
are tendered pursuant to the procedures for book-entry transfer as described
above, the holder of those old securities must cause an agent's message to be
received by the exchange agent on or prior to the Expiration Date of the
exchange offer for the securities of that series.
To be tendered in accordance with the terms of the applicable exchange
offer, certificates evidencing the old securities of any series 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 securities of any series delivered to the
exchange agent by a holder are being tendered, the tendering holder should fill
in the amount of old securities of that series being tendered in the appropriate
box on the letter of transmittal. The entire amount of old securities of that
series delivered to the exchange agent will be deemed to have been tendered
unless otherwise indicated.
A tender of old securities of any series by a holder that is not withdrawn
prior to the Expiration Date of the exchange offer for the securities of that
series 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.
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION, THE AGENT'S MESSAGE,
CERTIFICATES EVIDENCING THE OLD SECURITIES 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
21
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF A LETTER OF
TRANSMITTAL IS USED OR CERTIFICATES EVIDENCING THE OLD SECURITIES 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 securities of each series at DTC for purposes
of the exchange offers. Any financial institution that is a participant in DTC's
book-entry transfer system may make a book-entry delivery of the old securities
by causing DTC to transfer the old securities into the applicable account of the
exchange agent at DTC in accordance with DTC's procedures for transfers.
However, although delivery of old securities of any series may be effected
through book-entry transfer at DTC, a 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 of the exchange offer for the securities of that series 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 securities 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 securities for tender or signing
the letter of transmittal, if applicable, is not the registered holder of
the old securities being tendered, or
(b) the person tendering the old securities 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
securities 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
securities 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 securities are
being tendered for the account of an Eligible Institution.
Guaranteed Delivery. If a holder desires to tender old securities of any
series pursuant to the exchange offer for the securities of that series and time
will not permit all required documents, including, if applicable, certificates
evidencing those old securities, to reach the exchange agent on or before the
Expiration Date of the exchange offer for the securities of that series, or the
procedures for book-entry transfer cannot be completed
22
on or before that Expiration Date, the old securities of that securities 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 of the exchange offer for the securities of that series;
and
(3) the certificates representing all tendered old securities of that
series, 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 of the exchange offer for the
securities of that series.
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
securities of any series in exchange for old securities of that series duly
tendered and accepted for exchange pursuant to the exchange offer for securities
of that series will in all cases be made only after timely receipt by the
exchange agent of old securities of that series, or of a book-entry confirmation
with respect to the old securities of that series, 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
securities of any series may not be made to all holders tendering old securities
of that series at the same time, and will depend upon when old securities of
that series, book-entry confirmations and agent's messages with respect to old
securities of that series and other required documents are received by the
exchange agent.
Our acceptance for exchange of old securities of any series 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 applicable 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 securities 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 any exchange offer as set forth under "-- Certain
Conditions of the Exchange Offers" or any condition or irregularity in any
tender of any old securities 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 offers,
including the letter of transmittal and the related instructions, will be final
and binding. No tender of old securities 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
23
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.
A beneficial owner of old securities 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 any exchange offer.
We reserve the right in our sole and absolute discretion to purchase or
make offers for any old securities of any series that remain outstanding
subsequent to the Expiration Date of the exchange offer for the securities of
that series and, to the extent permitted by law, purchase old securities of that
series 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
applicable exchange offer.
RESALES OF EXCHANGE SECURITIES
We are making the exchange offers 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 offers 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 securities issued
pursuant to the exchange offers in exchange for old securities 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 securities 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 securities or the exchange securities within the meaning of the
Securities Act, and the holder is not a broker-dealer that purchased the old
securities being tendered in the exchange offers directly from us for resale
pursuant to Rule 144A or another available exemption from registration under the
Securities Act. Any holder of old securities who intends to participate in the
exchange offers for the purpose of distributing exchange securities or to
participate in a distribution of the exchange securities, or any broker dealer
who purchased the old securities being tendered in the exchange offers 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 securities in the
exchange offers, 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, those securities. 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 securities
acquired for its own account as a result of market-making activities or other
trading activities and exchanges those old securities for exchange securities,
that broker-dealer must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of those exchange securities.
Each holder of old securities who wishes to exchange old securities for
exchange securities pursuant to the exchange offers will be required to
represent as follows:
- any exchange securities 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 securities or the exchange
securities within the meaning of the Securities Act,
24
- the holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of us,
- the holder is not engaged in, and does not intend to engage in, the
distribution of the exchange securities within the meaning of the
Securities Act,
- if that holder is a broker-dealer, that it will receive exchange
securities in exchange for old securities 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 securities, and
- if that holder is a broker-dealer, it did not purchase the old securities
being tendered in the exchange offers 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 offers or to exchange their old securities for
exchange securities.
As described above, any broker-dealer that receives exchange securities of
any series for its own account in exchange for old securities of that series
pursuant to an exchange offer must acknowledge that it acquired those old
securities 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 securities. 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 securities of any series 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 securities of that series received
upon exchange of those old securities, other than old securities which represent
an unsold allotment from the initial offering of the old securities, 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
securities. 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 securities of
any series received in exchange for old securities of that series where those
old securities 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 securities of any series for a period of 180 days after the Expiration
Date of the exchange offer for the securities of that series, 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 securities of any series
must, on or before the Expiration Date of the exchange offer for the securities
of that series, 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 securities.
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 securities 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
25
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
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 securities of any series upon
surrender of old securities of that series pursuant to the applicable 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 those exchange securities pursuant to this prospectus until
we have either delivered copies of a supplemented or amended prospectus or given
notice that disposition of exchange securities 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 securities, 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 securities 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 securities or to and including the date on which participating
broker-dealers have received notice that the disposition of exchange securities
may be resumed using the then current prospectus.
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of old securities of any
series may be withdrawn at any time on or prior to the Expiration Date of the
exchange offer for the securities of that series.
In order for a withdrawal of the old securities of any series 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 of the exchange offer for
the securities of that series. Any notice of withdrawal must:
- specify the name of the person who tendered the old securities to be
withdrawn and the aggregate principal amount of old securities being
withdrawn,
- identify the previously tendered old securities of each series to be
withdrawn, including the registration numbers and principal amount of
each series of those old securities or, in the case of old securities
transferred by a book-entry transfer through DTC, the name and number of
the account at DTC to be credited with the old securities of each series
being withdrawn,
- if old securities in certificated form were tendered, contain the name of
the registered holder of the old securities, if different from that of
the person who tendered the old securities, 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 securities for exchange.
If old securities 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 securities may not be rescinded. Old
securities of any series properly withdrawn will not be deemed validly tendered
for purposes of the exchange offer for the securities of that series, but may be
retendered at any subsequent time on or prior to the Expiration Date of the
exchange offer for the securities of that series by following the procedures
described under "-- Procedures for Tendering Old Securities."
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
26
any such notification. Any old securities which have been tendered but which are
withdrawn will be returned to the holder thereof or, in the case of old
securities 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 SECURITIES
The exchange securities of each series will bear interest from the most
recent date to which interest has been paid or duly provided for on the old
securities of that series prior to the original issuance date of the exchange
securities of that series or, if no interest has been paid or duly provided for
on the old securities of that series, from March 12, 2002.
Holders of old securities of any series that are exchanged for exchange
securities of that series pursuant to the applicable exchange offer will not
receive accrued interest on those old securities for any period from and after
the most recent date to which interest has been paid or duly provided for on
those old securities or, if no interest has been paid or duly provided for on
those old securities, will not receive any accrued interest on those old
securities, and those holders will be deemed to have waived the right to receive
any interest on those old securities accrued from and after the most recent date
to which interest has been paid or duly provided for on those old securities or,
if no interest has been paid or duly provided for on those old securities, from
and after March 12, 2002.
CERTAIN CONDITIONS TO THE EXCHANGE OFFERS
Notwithstanding any other provisions of any of the exchange offers or any
extension of the exchange offer with respect to the securities of any series, we
will not be required to accept for exchange, or to exchange, any old securities
of any series for any exchange securities of that series and, as described
below, may terminate the exchange offer with respect to the securities of any
series, whether or not any old securities of that series have theretofore been
accepted for exchange, if that 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
with respect to the exchange offer for the securities of any series, we may,
subject to applicable law, terminate the exchange offer with respect to the
securities of that series, whether or not any old securities of that series have
theretofore been accepted for exchange, or may waive any such condition or
otherwise amend the terms of the exchange offer with respect to the securities
of that series in any respect. If we determine, in our sole and absolute
discretion, that any such waiver or amendment with respect to the exchange offer
for the securities of any series constitutes a material change to the exchange
offer with respect to the securities of that series, we will promptly disclose
that waiver or amendment by means of a supplement to this prospectus and we will
extend the exchange offer with respect to the securities of that series to the
extent required by Rule 14e-1 under the Securities Exchange Act.
27
EXCHANGE AGENT
JPMorgan Chase Bank has been appointed as exchange agent for the exchange
offers. Delivery of the certificates evidencing the old securities, 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
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 securities, and in handling or tendering for their
customers. We will not make any other payments to brokers, dealers or others
soliciting acceptances of any of the exchange offers.
Holders who tender their old securities for exchange will not be obligated
to pay any transfer taxes in connection with those exchanges. If, however,
exchange securities of any series are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the old securities
of that series tendered, or if a transfer tax is imposed for any reason other
than the exchange of old securities in connection with the exchange offers, 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.
28
DESCRIPTION OF THE EXCHANGE SECURITIES
The old securities were issued and the exchange securities 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, a third supplemental
indenture dated as of October 22, 2001, and a fourth supplemental indenture
dated as of March 12, 2002, 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 securities is not
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Indenture and the securities. Copies of the Indenture
and the forms of certificates evidencing the securities 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, and references to "Willamette" or
"Willamette Industries, Inc." mean Willamette Industries, Inc. 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 floating rate notes due 2003 and the floating rate exchange notes
due 2003 will constitute a separate series of debt securities under the
Indenture, initially limited to $500,000,000 in aggregate principal amount. The
old notes due 2005 and the exchange notes due 2005 will constitute a separate
series of debt securities under the Indenture, initially limited to
$1,000,000,000 in aggregate principal amount. The old notes due 2007 and the
exchange notes due 2007 will constitute a separate series of debt securities
under the Indenture, initially limited to $1,000,000,000 in aggregate principal
amount. The old notes due 2012 and the exchange notes due 2012 will constitute a
separate series of debt securities under the Indenture, initially limited to
$1,750,000,000 in aggregate principal amount. The old debentures due 2032 and
the exchange debentures due 2032 will constitute a separate series of debt
securities under the Indenture, initially limited to $1,250,000,000 in aggregate
principal amount. Under the Indenture we may, without the consent of the holders
of the old securities of any series or the exchange securities of that series,
"reopen" that series and issue additional old securities of that series and
additional exchange securities of that series from time to time in the future.
The old floating rate notes due 2003, the floating rate exchange notes due
2003 and any additional old floating rate notes due 2003 or floating rate
exchange notes due 2003 that we may issue in the future upon a reopening will
constitute a single series of debt securities under the Indenture. The old notes
due 2005, the exchange notes due 2005 and any additional old notes due 2005 or
exchange notes due 2005 that we may issue in the future upon a reopening will
constitute a single series of debt securities under the Indenture. The old notes
due 2007, the exchange notes due 2007 and any additional old notes due 2007 or
exchange notes due 2007 that we may issue in the future upon a reopening will
constitute a single series of debt securities under the Indenture. The old notes
due 2012, the exchange notes due 2012 and any additional old notes due 2012 or
exchange notes due 2012 that we may issue in the future upon a reopening will
constitute a single series of debt securities under the Indenture. The old
debentures due 2032, the exchange debentures due 2032 and any additional old
debentures due 2032 or exchange debentures due 2032 that we may issue in the
future upon a reopening will constitute a single series of debt securities under
the Indenture. This means that, in
29
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
securities of that series and the exchange securities of that series, as well as
any additional old securities of that series or exchange securities of that
series that we may issue by reopening the series, will vote or take that action
as a single class.
The securities are unsecured and unsubordinated obligations of
Weyerhaeuser. The securities are not obligations of any of our subsidiaries. See
"-- Ranking" below.
The floating rate exchange notes due 2003 will mature on September 15,
2003. Interest on the floating rate exchange notes due 2003 will accrue from the
most recent date to which interest has been paid or duly provided for on the old
floating rate notes due 2003 prior to the original issuance date of the floating
rate exchange notes due 2003 or, if no interest has been paid or duly provided
for on the old floating rate notes due 2003, from March 12, 2002 and will be
payable quarterly in arrears on the dates, to the persons and at the floating
rate described below under "-- Floating Rate Exchange Notes."
The exchange notes due 2005 will mature on March 15, 2005. Interest on the
exchange notes due 2005 will accrue from the most recent date to which interest
has been paid or duly provided for on the old notes due 2005 prior to the
original issuance date of the exchange notes due 2005 or, if no interest has
been paid or duly provided for on the old notes due 2005, from March 12, 2002 at
the rate of 5.50% per annum, payable semi-annually in arrears on March 15 and
September 15 of each year, commencing with the first such interest payment date
following the original issuance date of the exchange notes due 2005, to the
persons in whose names the exchange notes due 2005 are registered at the close
of business on the March 1 or September 1, as the case may be, next preceding
those interest payment dates.
The exchange notes due 2007 will mature on March 15, 2007. Interest on the
exchange notes due 2007 will accrue from the most recent date to which interest
has been paid or duly provided for on the old notes due 2007 prior to the
original issuance date of the exchange notes due 2007 or, if no interest has
been paid or duly provided for on the old notes due 2007, from March 12, 2002 at
the rate of 6.125% per annum, payable semi-annually in arrears on March 15 and
September 15 of each year, commencing with the first such interest payment date
following the original issuance date of the exchange notes due 2007, to the
persons in whose names the exchange notes due 2007 are registered at the close
of business on the March 1 or September 1, as the case may be, next preceding
those interest payment dates.
The exchange notes due 2012 will mature on March 15, 2012. Interest on the
exchange notes due 2012 will accrue from the most recent date to which interest
has been paid or duly provided for on the old notes due 2012 prior to the
original issuance date of the exchange notes due 2012 or, if no interest has
been paid or duly provided for on the old notes due 2012, from March 12, 2002 at
the rate of 6.75% per annum, payable semi-annually in arrears on March 15 and
September 15 of each year, commencing with the first such interest payment date
following the original issuance date of the exchange notes due 2012, to the
persons in whose names the exchange notes due 2012 are registered at the close
of business on the March 1 or September 1, as the case may be, next preceding
those interest payment dates.
The exchange debentures due 2032 will mature on March 15, 2032. Interest on
the exchange debentures due 2032 will accrue from the most recent date to which
interest has been paid or duly provided for on the old debentures due 2032 prior
to the original issuance date of the exchange debentures due 2032 or, if no
interest has been paid or duly provided for on the old debentures due 2032, from
March 12, 2002 at the rate of 7.375% per annum, payable semi-annually in arrears
on March 15 and September 15 of each year, commencing with the first such
interest payment date following the original issuance date of the exchange
debentures due 2032, to the persons in whose names the exchange debentures due
2032 are registered at the close of business on the March 1 or September 1, as
the case may be, next preceding those interest payment dates.
Holders of old securities of any series that are exchanged for exchange
securities of that series pursuant to the applicable exchange offer will not
receive accrued interest on those old securities for any period from and after
the most recent date to which interest has been paid or duly provided for on
those old securities or, if no interest has been paid or duly provided for on
those old securities, will not receive any accrued interest on those old
securities. See "The Exchange Offers -- Interest on the Exchange Securities."
Interest on the floating rate exchange notes due 2003 will be computed as
described below under "-- Floating Rate Exchange Notes." Interest on the
exchange securities of each other series will be computed
30
on the basis of a 360-day year consisting of twelve 30-day months. If an
interest payment date, redemption date or maturity date of any exchange
security, other than one of the floating rate exchange notes due 2003, falls on
a day that is not a business day, then the payment of principal, premium, if
any, or interest, as the case may be, due in respect of that security on that
date need not be made on that date, but may be made on the next succeeding
business day with the same force and effect as if made on that interest payment
date, redemption date or maturity date, as the case may be, and no interest will
accrue for the period after that date. See "-- Floating Rate Exchange Notes" for
information regarding provisions applicable in cases where a payment due on the
floating rate exchange notes due 2003 falls on a day that is not a business day.
The exchange securities do not provide for any additional interest to be
paid on those securities pursuant to the registration rights agreement.
The exchange securities will be issued in fully registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
exchange securities will be denominated and payable in U.S. dollars.
The exchange securities 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 securities," registered in the name of
Cede & Co., as nominee for DTC. Holders of interests in global exchange
securities will not be entitled to receive exchange securities in definitive
certificated form, which we sometimes refer to as "certificated exchange
securities," 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 securities 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, Second Floor, Room
234 -- North Building, New York, New York 10041. Except as provided under "The
Exchange Offers -- Fees and Expenses," holders will not be required to pay any
charge for the registration of transfer or exchange of securities, 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.
Payment of interest on global exchange securities will be made to DTC or
its nominee. Payment of interest on certificated exchange securities, if issued,
will be made against presentation of those securities 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
securities register.
The exchange securities 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
securities 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.
RANKING
The securities are our obligations exclusively and are not be the
obligations of any of our subsidiaries. Although we are an operating company and
hold many of our assets directly, a portion of our consolidated assets is held
by our subsidiaries. Accordingly, our cash flow and the consequent ability to
service our debt, including the securities, and to pay amounts due in respect of
our other obligations are dependent in part upon the results of operations of
our subsidiaries and the distribution of funds by those subsidiaries to us. The
ability of our subsidiaries to provide funds to us is contingent upon the
results of operations and financial condition of those subsidiaries, may be
limited by restrictive covenants in various instruments and agreements and is
subject to various other business considerations.
Because a portion of our assets is held by our subsidiaries, our
obligations under the securities are effectively subordinated to all existing
and future liabilities, including indebtedness, trade payables, guarantees,
lease obligations and letter of credit obligations, of our subsidiaries. As a
result, our rights and the rights of our creditors, including holders of the
securities, to receive assets of any subsidiary upon its liquidation or
reorganization are subject to the prior claims of that subsidiary's creditors,
except to the extent that we
31
ourselves may be a creditor with recognized claims against that subsidiary, in
which case our claims would still be effectively subordinated to any mortgages
or other liens on the assets of that subsidiary and would be subordinated to any
indebtedness of that subsidiary senior to that held by us. Although some debt
instruments to which we and some of our subsidiaries are parties impose
limitations on the incurrence of additional indebtedness, both we and our
subsidiaries retain the ability to incur substantial additional indebtedness and
other liabilities.
As of December 30, 2001, on a pro forma basis after giving effect to the
completion of our tender offer for shares of common stock of Willamette, the
consummation of the second-step merger pursuant to which Willamette became our
wholly-owned subsidiary and related transactions, and the sale of $5.5 billion
of old securities that we issued on March 12, 2002 as described under "Recent
Developments -- Sale of $5.5 Billion of Debt Securities" and the incurrence of
bank borrowings and the application of the estimated net proceeds from the sale
of the old securities and the proceeds from those borrowings to pay the purchase
price of shares of Willamette common stock acquired in the tender offer and the
second-step merger and related costs and expenses as if those transactions had
occurred as of December 30, 2001:
- we would have had approximately $11.4 billion of indebtedness, calculated
on an unconsolidated basis, and
- our subsidiaries would have had approximately $5.3 billion of total
liabilities, excluding liabilities to us and other intercompany
liabilities.
In addition, at the time of the consummation of the tender offer, we incurred
approximately $500 million of additional indebtedness under the Credit
Facilities to repay approximately $500 million of Willamette's indebtedness
(including approximately $116 million of indebtedness incurred by Willamette
subsequent to December 31, 2001). The incurrence of this indebtedness by us and
Willamette and the repayment of this indebtedness is not reflected in the pro
forma amounts appearing above. Following that repayment, Willamette had
outstanding approximately $1.3 billion of indebtedness. We guaranteed most of
Willamette's indebtedness, effective upon consummation of the second-step
merger.
We plan to merge Willamette Industries, Inc., the Willamette parent
company, with and into Weyerhaeuser Company, the Weyerhaeuser parent company,
with Weyerhaeuser Company as the surviving corporation, whereupon the separate
corporate existence of Willamette Industries, Inc. will cease. See "Recent
Developments--Acquisition of Willamette Industries, Inc." Consummation of the
parent company merger will require that we take a number of actions and, as a
result, we have not yet established a proposed date for completion of the parent
company merger nor can we assure you that the parent company merger will be
consummated. The remaining Credit Facilities provide that, if the parent company
merger is not consummated by March 31, 2003, Willamette Industries, Inc., the
Willamette parent company, will be required to guarantee borrowings and other
amounts due under the remaining Credit Facilities, in which case it would also
be required, under the Indenture, to guarantee the securities and other debt
securities outstanding under the Indenture. However, if Willamette Industries,
Inc. guarantees the securities and other debt securities outstanding under the
Indenture, that guarantee will terminate upon the earlier of (1) the termination
of its guarantee of borrowings under the Credit Facilities and (2) the
effectiveness of the parent company merger. Moreover, if the parent company
merger is consummated before March 31, 2003, the covenant in the Indenture
requiring that Willamette Industries, Inc. guarantee the securities and other
debt securities will terminate. Accordingly, we intend to consummate the parent
company merger before March 31, 2003. See "-- Possible Guarantee of Debt
Securities."
FLOATING RATE EXCHANGE NOTES
The floating rate exchange notes due 2003 will mature on September 15, 2003
and will bear interest at a per annum rate equal to LIBOR (as defined below),
adjusted quarterly as described below, plus 1.125% per annum. Interest on the
floating rate exchange notes due 2003 will be payable quarterly in arrears on
March 15, June 15, September 15 and December 15, commencing with the first such
interest payment date following the original issuance date of the floating rate
exchange notes due 2003, and at maturity. If any of the interest payment dates
listed in the preceding sentence, other than an interest payment date falling on
the maturity date of the floating rate exchange notes due 2003, would otherwise
be a day that is not a Floating Rate
32
Business Day, as defined below, that interest payment date will be moved to, and
will be, the next succeeding Floating Rate Business Day, except that, if that
next succeeding Floating Rate Business Day falls in the next succeeding calendar
month, that interest payment date instead will be moved to, and will be, the
immediately preceding Floating Rate Business Day. If the maturity date of the
floating rate exchange notes due 2003 falls on a day that is not a Floating Rate
Business Day, then payments of the principal of and interest on the floating
rate exchange notes due 2003 need not be made on that maturity date, but may be
made on the next succeeding Floating Rate Business Day with the same force and
effect as if made on the maturity date and no interest will accrue for the
period after the maturity date.
Interest on the floating rate exchange notes due 2003 will accrue from, and
including, the most recent date to which interest has been paid or duly provided
for on the old floating rate notes due 2003 prior to the original issuance date
of the floating rate exchange notes due 2003 to, but excluding, the next
interest payment date or the maturity date of the floating rate exchange notes
due 2003, as the case may be, provided that, if no interest has been paid or
duly provided for on the old floating rate notes due 2003, then interest on the
floating rate exchange notes due 2003 will initially accrue from, and including,
March 12, 2002 to, but excluding, the interest payment date falling in June
2002. Interest on floating rate exchange notes due 2003 will be calculated on
the basis of the actual number of days in the applicable period divided by 360.
We will pay the interest payable on any interest payment date to the
persons in whose names the floating rate exchange notes due 2003 are registered
at the close of business on the 15th calendar day, whether or not a Floating
Rate Business Day, immediately preceding that interest payment date; provided
that interest payable on the maturity date of the floating rate exchange notes
due 2003 will be paid to the persons to whom principal is payable.
"Floating Rate Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, that the day must also be a London Business Day.
"London Business Day" means any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.
The interest rate on the floating rate notes due 2003 for the initial
Interest Period that commenced on March 12, 2002 was set, and for each
subsequent Interest Period will be reset, as of the first day of such Interest
Period (the date on which that interest rate was set for the initial Interest
Period or is reset for any subsequent Interest Period is referred to as an
"Interest Reset Date"). The interest rate in effect on any day that is not an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to the immediately preceding Interest Reset Date,
and the interest rate in effect on any day that is an Interest Reset Date will
be the interest rate determined as of the Interest Determination Date pertaining
to that Interest Reset Date. The term "Interest Period" means the period
beginning on, and including, an interest payment date for the floating rate
notes due 2003 to, but excluding, the next succeeding interest payment date or
the maturity date, as the case may be, except that the first Interest Period is
the period beginning on, and including, March 12, 2002 to, but excluding, the
interest payment date falling in June 2002; and the term "Interest Determination
Date" means, with respect to any Interest Reset Date, the second London Business
Day preceding that Interest Reset Date. If the original issuance date of any
floating rate exchange note due 2003 is a date that is not an Interest Reset
Date, then the interest rate on such floating rate exchange note due 2003 from
and including that original issuance date to, but excluding, the next Interest
Reset Date will be the interest rate as in effect on the Interest Reset Date
immediately preceding that original issuance date.
The Calculation Agent referred to below will determine LIBOR in accordance
with the following provisions:
"LIBOR" means:
(1) With respect to any Interest Determination Date, LIBOR will be
the rate for deposits in United States dollars having a maturity of
three months commencing on the first day of the applicable Interest
Period that appears on Telerate Page 3750 as of 11:00 A.M., London time,
on
33
that Interest Determination Date. If no rate appears as aforesaid, LIBOR
with respect to that Interest Determination Date will be determined in
accordance with the provisions described in (2) below.
(2) With respect to an Interest Determination Date on which no rate
appears on Telerate Page 3750 as specified in (1) above, the Calculation
Agent will request the principal London offices of each of four major
banks in the London interbank market (the "reference banks"), which may
be affiliates of the broker-dealers that initially purchased the old
securities directly from us, selected by the Calculation Agent after
consultation with us, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars for the period of three
months, commencing on the first day of the applicable Interest Period,
to prime banks in the London interbank market at approximately 11:00
A.M., London time, on that Interest Determination Date and in a
principal amount equal to an amount of at least $1,000,000 that is
representative for a single transaction in United States dollars in that
market at that time. If at least two quotations are provided, then LIBOR
on that Interest Determination Date will be the arithmetic mean of those
quotations as calculated by the Calculation Agent. If fewer than two
quotations are provided by the reference banks, then LIBOR on that
Interest Determination Date will be the arithmetic mean as calculated by
the Calculation Agent of the rates quoted at approximately 11:00 A.M.,
New York City time, on that Interest Determination Date by three major
banks in The City of New York, selected by the Calculation Agent after
consultation with us and which may be affiliates of the broker-dealers
that initially purchased the old securities directly from us, for loans
in United States dollars to leading European banks having a three month
maturity and in a principal amount equal to an amount of at least
$1,000,000, that is representative for a single transaction in United
States dollars in that market at that time; provided, however, that if
the banks selected by the Calculation Agent are not providing quotations
in the manner described in this sentence, LIBOR determined as of that
Interest Determination Date will be LIBOR as in effect on that Interest
Determination Date.
"Telerate Page 3750 means the display designated as "Page 3750" on
Bridge Telerate, Inc., or such other page as may replace the 3750 page
on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying the
London interbank rates of major banks for United States dollars.
The interest rate on the floating rate notes due 2003 will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
All percentages resulting from any calculation on the floating rate notes
due 2003 will be rounded to the nearest one hundred-thousandth of a percentage
point, with five-one millionths of a percentage point rounded upwards. For
example, 9.876545% (or.09876545) would be rounded to 9.87655% (or .0987655). All
dollar amounts used in or resulting from any calculation on the floating rate
notes due 2003 will be rounded to the nearest cent, with one-half cent being
rounded upwards.
In connection with the issuance of the old floating rate notes due 2003,
Weyerhaeuser entered into a calculation agent agreement with JP Morgan Chase
Bank, as initial calculation agent (the "Calculation Agent"), pursuant to which
the Calculation Agent will calculate the interest rate on the floating rate
notes due 2003 as in effect from time to time. Those calculations will be
conclusive and binding on the holders and on Weyerhaeuser, absent manifest
error. The calculation agent agreement provides that, upon the request of a
holder of a floating rate note due 2003, the Calculation Agent will advise the
holder of the interest rate then in effect and, if then determined, the interest
rate that will become effective as of the next succeeding Interest Reset Date.
In the Indenture, Weyerhaeuser has agreed, solely for the benefit of the
holders from time to time of the floating rate notes due 2003, that, so long as
any of the floating rate notes due 2003 remains outstanding, there will at all
times be a Calculation Agent for the purpose of those notes.
34
OPTIONAL REDEMPTION
The floating rate notes due 2003 will not be subject to redemption at our
option prior to maturity.
The securities of each series, other than the floating rate notes due 2003,
are redeemable, in whole or from time to time in part, at our option on any date
at a redemption price equal to the greater of:
(1) 100% of the principal amount of the securities of that series to
be redeemed, and
(2) the sum of the present values of the remaining scheduled payments
of principal and interest on the securities of that series 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,
in the case of the notes due 2005, 15 basis points, in the case of the
notes due 2007, 20 basis points, in the case of the notes due 2012, 25
basis points or, in the case of the debentures due 2032, 30 basis points,
plus, in the case of both clause (1) and clause (2) above, accrued and unpaid
interest on the principal amount of the securities of that series being redeemed
to that redemption date. Notwithstanding the foregoing, payments of interest on
the notes due 2005, notes due 2007, notes due 2012 or debentures due 2032 that
are due and payable on or prior to a date fixed for redemption of securities of
that series will be payable to the holders of those securities 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
securities of any applicable series,
(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 securities of that series, 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 securities of any applicable series, the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the securities of that series 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 securities of that series to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date for
the securities of any applicable series, (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.
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"Final Maturity Date" means:
(1) with respect to the notes due 2005, March 15, 2005,
(2) with respect to the notes due 2007, March 15, 2007,
(3) with respect to the notes due 2012, March 15, 2012, and
(4) with respect to the debentures due 2032, March 15, 2032.
"Independent Investment Banker" means, with respect to any redemption date
for the securities of any applicable series, 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 securities of any applicable series, 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 securities of any
applicable series, 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 securities of the
series to be redeemed at the holder's registered address. If less than all the
securities of any series are to be redeemed at our option, the trustee will
select, in a manner it deems fair and appropriate, the securities of that
series, or portions of the securities of that series, to be redeemed.
Unless we default in payment of the redemption price due in respect of the
securities of any series on any redemption date, on and after the redemption
date interest will cease to accrue on securities of that series or portions of
securities of that series called for redemption on that redemption date.
CERTAIN RESTRICTIONS
The following restrictions apply to the securities of each series 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
36
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
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 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").
37
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)
POSSIBLE GUARANTEE OF DEBT SECURITIES
The following covenants apply to the securities of each series and to each
other series of debt securities currently outstanding under the Indenture and
will apply to each other series of debt securities which may be issued under the
Indenture in the future unless the terms of any such future series of debt
securities provide otherwise.
Covenant to Provide Guarantee; Termination of Guarantee. The Indenture
provides that, unless the terms of any series of debt securities provide
otherwise, Weyerhaeuser will not cause or permit Willamette to guarantee,
directly or indirectly (a "Bank Guarantee"), any indebtedness, borrowings or
other obligations of Weyerhaeuser under any Credit Agreement, as defined below,
unless:
(1) Willamette, Weyerhaeuser and the trustee shall execute and
deliver a supplemental indenture pursuant to which Willamette shall
unconditionally guarantee the due and punctual payment of the principal of,
and premium, if any, and interest on, and any sinking fund payments with
respect to, all of the debt securities when due, whether such debt
securities are outstanding on the date of such supplemental indenture or
are thereafter issued (other than any debt securities of a series the terms
of which expressly provide that the debt securities of such series are not
entitled to the benefits of this covenant), and
(2) such supplemental indenture shall have been executed and
delivered by Willamette, Weyerhaeuser and the trustee and shall have become
effective no later than the time that such Bank Guarantee of Willamette
shall become effective;
provided that Weyerhaeuser will not be required to make a notation on the debt
securities of any series to reflect the Guarantee or to endorse the Guarantee on
the debt securities of any series if the debt securities of that series were
originally issued prior to the date of the supplemental indenture referred to in
clause (2) above; and provided, further, that, upon the earlier of (a)
termination of all of Willamette's Bank Guarantees and (b)(i) the effectiveness
of the Weyerhaeuser/Willamette Merger and (ii) the termination of the separate
corporate existence of Willamette as a result of such merger, and, in the case
of both clause (a) and (b), delivery by Weyerhaeuser to the trustee of the
officers' certificate and opinion of counsel required by the Indenture
(including an opinion of counsel to the effect any Bank Guarantees provided by
Willamette have terminated), Willamette shall be released from all of its
obligations under the Indenture (including the applicable supplemental
indenture) and the Guarantee and the Guarantee shall terminate (provided that
Weyerhaeuser's obligations under this paragraph shall remain in effect, and, as
a result, Willamette and Weyerhaeuser may thereafter be required to enter into
another supplemental indenture as set forth above, unless and until
Weyerhaeuser's obligations under this paragraph shall be terminated as described
in the following paragraph).
The Indenture further provides that the covenant described in the
immediately preceding paragraph shall terminate upon (a) the effectiveness of
the Weyerhaeuser/Willamette Merger and (b) the termination of the separate
corporate existence of Willamette as a result of such merger; provided that
Weyerhaeuser shall have delivered to the trustee the officers' certificate and
opinion of counsel required by the Indenture (including, in the event that
Willamette shall have provided one or more Bank Guarantees, an opinion of
counsel to the effect that such Bank Guarantees have terminated).
The Indenture further provides that, in the event that the covenant to
provide a Willamette Guarantee as described in the second preceding paragraph is
terminated pursuant to the provisions described in the immediately
38
preceding paragraph and, thereafter, the Weyerhaeuser/Willamette Merger is set
aside or reversed or the separate corporate existence of Willamette is
reinstated, then, to the fullest extent permitted by applicable law,
(1) such covenant shall be automatically reinstated, and
(2) if Willamette shall have been released from its obligations under
the Indenture and the Guarantee with respect to the debt
securities of any series upon the effectiveness of the
Weyerhaeuser/Willamette Merger, Willamette's obligations under the
Indenture (including any applicable supplemental indenture) and
the Guarantee with respect to the debt securities of such series
shall be automatically reinstated,
all as if the Weyerhaeuser/Willamette Merger had not taken place but subject
thereafter to termination of such covenant upon the terms and conditions set
forth in the immediately preceding paragraph and to the release of Willamette's
obligations under the Indenture (including any applicable supplemental
indenture) and the Guarantee upon the terms and conditions set forth in the
second preceding paragraph. The Indenture also provides that, if Willamette's
obligations under the Indenture are reinstated as described in the preceding
sentence, then the additional Events of Default described below under
"-- Covenant to Provide Additional Events of Default" and specified related
provisions of the Indenture shall also be reinstated, but subject thereafter to
termination of such Events of Default and those related provisions upon the
terms and conditions set forth under "-- Covenant to Provide Additional Events
of Default."
In the event that Willamette and Weyerhaeuser enter into the supplemental
indenture described above, that supplemental indenture will expressly provide
that the obligations of Willamette under its Guarantee will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of Willamette, result in the obligations of Willamette under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.
The remaining Credit Agreements provide that, if Willamette is not merged
into Weyerhaeuser by March 31, 2003, Willamette will be required to guarantee
borrowings and other amounts due under the remaining Credit Agreements, in which
case Willamette would also be required, under the Indenture, to guarantee the
securities and other debt securities outstanding under the Indenture. See
"Recent Developments -- Acquisition of Willamette Industries, Inc." However, any
guarantee of securities or other debt securities by Willamette will terminate
upon the earlier of (a) termination of its guarantee under the Credit Agreements
and (b) the effectiveness of the Weyerhaeuser/Willamette Merger, subject to
satisfaction of the other conditions specified in the Indenture. Moreover,
Weyerhaeuser intends to consummate the parent company merger prior to March 31,
2003 and, if the parent company merger is consummated prior to that date, the
covenant in the Indenture requiring that Willamette guarantee the securities and
other debt securities will terminate, subject to satisfaction of the other
conditions specified in the Indenture.
The Indenture also provides that, if Weyerhaeuser is discharged from its
obligations in respect of the outstanding debt securities of any series pursuant
to the provisions in the Indenture relating to defeasance or satisfaction and
discharge, then, unless the terms of the debt securities of that series
expressly provide otherwise, Willamette concurrently shall be released,
automatically and without further action on the part of Weyerhaeuser, Willamette
or the trustee, from all of Willamette's obligations under the Indenture
(including any applicable supplemental indenture) with respect to the debt
securities of that series and from all of its obligations under its Guarantee
with respect to the debt securities of that series; provided that such release
shall not affect Willamette's obligations under the Indenture with respect to
the debt securities of any other series or its Guarantee of the debt securities
of any other series, all of which shall remain in full force and effect.
The Indenture provides that, if Willamette enters into a supplemental
indenture providing a Guarantee of debt securities, the supplemental indenture
also will provide that, if Weyerhaeuser shall have agreed pursuant to a
registration rights agreement or other similar instrument or agreement to pay
additional interest or to make similar payments with respect to the debt
securities of any series, then Willamette's Guarantee, if any, of the debt
securities of that series shall also be deemed to guarantee the due and punctual
payment of such
39
additional interest or other similar payments, as the case may be, on the same
terms and subject to the same conditions as the guarantee of interest on the
debt securities of that series.
Covenant to Provide Additional Events of Default. The Indenture provides
that, in the event that Willamette enters into a supplemental indenture
providing a Guarantee of debt securities, the supplemental indenture will also
provide for the following to be added as Events of Default under the Indenture.
See "--Events of Default" below. If and when this occurs, the Indenture will
provide that, in addition to the other Events of Default appearing therein, an
Event of Default will occur under the Indenture with respect to any series of
debt securities if:
(1) Willamette shall deny that it has any further liability under its
Guarantee of all or any of the debt securities of such series or gives
notice to that effect or Willamette's Guarantee of all or any of the
debt securities of such series shall cease for any reason to be in
full force and effect or Willamette's Guarantee of all or any of the
debt securities of such series is declared or judged unenforceable or
invalid in a final judgment or order issued by any court or
governmental authority of competent jurisdiction (in each case other
than by reason of the termination or release of such Guarantee in
accordance with the provisions described above under "--Covenant to
Provide Guarantee; Termination of Guarantee"), provided that this
clause (1) shall not be applicable to the debt securities of such
series if the terms of the debt securities of such series expressly
provide that the debt securities of such series are not entitled to
the benefit of the covenant described above in the first paragraph
under "--Covenant to Provide Guarantee; Termination of Guarantee;" or
(2) specified events of bankruptcy, insolvency or reorganization have
occurred and are continuing with respect to Willamette, provided that
this clause (2) shall not be applicable to the debt securities of such
series if the terms of the debt securities of such series expressly
provide that the debt securities of such series are not entitled to
the benefit of the covenant described above in the first paragraph
under "--Covenant to Provide Guarantee; Termination of Guarantee."
The Indenture further provides that, if Willamette is released from its
obligations under the Indenture with respect to the debt securities of any
series and from its obligations under its Guarantee with respect to the debt
securities of that series as described above under "-- Covenant To Provide
Guarantee; Termination of Guarantee," then, automatically and without further
action on the part of Weyerhaeuser, Willamette or the trustee, the foregoing
additional Events of Default shall cease to be effective with respect to the
debt securities of that series (provided that such cessation shall not affect
such Events of Default insofar as they pertain to any other series of debt
securities), and, if the covenant described above in the first paragraph under
the caption "--Covenant to Provide Guarantee; Termination of Guarantee" shall
terminate as provided in the second paragraph under that caption, then,
automatically and without further action on the part of Weyerhaeuser, Willamette
or the trustee, the foregoing additional Events of Default, the parenthetical
clause appearing in subparagraph (d) in the first paragraph under "-- Events of
Default" below and the modifications to the Indenture described in the third
paragraph under "-- Events of Default" below shall terminate and cease to be
effective as to all series of debt securities, but subject to reinstatement of
such Events of Default, parenthetical clause and modifications upon the terms
and conditions specified in the third paragraph under the caption "-- Covenant
to Provide Guarantee; Termination of Guarantee."
Definitions
The following definitions appear in the Indenture. As described under
"Recent Developments -- Acquisition of Willamette Industries, Inc.," the bridge
revolving credit facility referred to in the definition of "Credit Agreements"
has been terminated.
"Credit Agreements" means:
(1) the 364-Day Revolving Credit Facility Agreement dated as of
February 8, 2002 among Weyerhaeuser Company, Weyerhaeuser Real Estate
Company, the lenders named therein and the other parties thereto and any
related notes, letters of credit and guarantees,
40
(2) the Competitive Advance and Revolving Credit Facility Agreement
dated as of February 8, 2002 among Weyerhaeuser Company, the lenders,
swingline bank and fronting bank named therein and the other parties
thereto, and any related notes, letters of credit and guarantees, and
(3) the Bridge Revolving Credit Facility Agreement dated as of
February 8, 2002 among Weyerhaeuser Company, the lenders named therein and
the other parties thereto and any related notes, letters of credit and
guarantees,
in each case as the same may be amended, modified, supplemented or restated or
refunded, refinanced, restructured, replaced, renewed, repaid or extended from
time to time (whether with the original agents, lenders and other parties
thereto or other agents, lenders or other parties thereto and whether under the
original such Credit Agreement or any other credit agreements or otherwise), and
including any of the foregoing that shall extend the maturity or increase the
amount of borrowings or available borrowings thereunder.
"Guarantee" means Willamette's guarantee set forth in a supplemental
indenture executed pursuant to the covenant described in the first paragraph
above under "-- Covenant to Provide Guarantee; Termination of Guarantee" and any
guarantee of a debt security by Willamette that is endorsed on a debt security
authenticated and made available for delivery pursuant to the Indenture,
collectively, or all or any such guarantees, as the context shall require.
"Weyerhaeuser/Willamette Merger" means a statutory merger pursuant to which
Willamette shall be merged with and into Weyerhaeuser, with Weyerhaeuser being
the surviving corporation and whereupon the separate corporate existence of
Willamette shall cease.
"Willamette" means Willamette Industries, Inc., an Oregon corporation.
Fraudulent Conveyance and Similar Considerations. In the event that
Willamette enters into a supplemental indenture providing its Guarantee, its
obligations under the Guarantee may be subject to review under various laws for
the protection of creditors, including federal and state fraudulent conveyance
and fraudulent transfer laws, if a bankruptcy case or other lawsuit, including
in circumstances where bankruptcy is not involved, is commenced by or on behalf
of any creditor of Willamette or a representative of any of its creditors. If a
court in that case or lawsuit were to find that, at the time Willamette entered
into the supplemental indenture, Willamette
(a) intended to hinder, delay or defraud any existing or future
creditor or
(b) did not receive fair consideration or reasonably equivalent value
for issuing its Guarantee, including because the Guarantee was incurred for
the benefit of Weyerhaeuser and only indirectly for the benefit of
Willamette,
and that Willamette either
(1) was insolvent or rendered insolvent by reason of its Guarantee,
(2) was engaged or was about to engage in a business or transaction
for which its remaining unencumbered assets constituted unreasonably small
capital, or
(3) intended to or believed that it would incur debts beyond its
ability to pay its debts as they matured or became due,
the court could void Willamette's obligations under its Guarantee, subordinate
that Guarantee to other indebtedness of Willamette, direct that holders of debt
securities return any amounts paid under that Guarantee to Willamette or to a
fund for the benefit of its creditors, or take other action detrimental to the
holders of the debt securities.
The measure of insolvency for purposes of the matters described in the
preceding paragraph will vary depending upon the law of the jurisdiction being
applied. Generally, however, a company will be considered insolvent at a
particular time if the sum of its debts, including contingent liabilities, at
that time is greater than the then fair value of its assets or if the fair
saleable value of its assets at that time is less than the amount that
41
would be required to pay its probable liability on its existing debts as they
become absolute and mature. There can be no assurance, however, as to what
standard a court would apply to evaluate the parties' intent or to determine
whether Willamette was insolvent at the time of or rendered insolvent by
providing its Guarantee or that, regardless of the standard, a court would not
determine that Willamette was insolvent at the time of or rendered insolvent by
providing its Guarantee.
As described above, the applicable supplemental indenture will provide that
the obligations of Willamette under its Guarantee will be limited to the maximum
amount that will result in the obligations of Willamette under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under applicable
federal or state law. However, there can be no assurance that, notwithstanding
this limitation, a court would not find that the Guarantee violated applicable
fraudulent conveyance or fraudulent transfer laws.
If a bankruptcy or insolvency proceeding were commenced with respect to
Willamette, a court might also find that its Guarantee constituted a
preferential transfer under federal bankruptcy laws because, among other things,
it was provided in respect of a pre-existing debt. If the Guarantee were
determined to constitute a preferential transfer and if the Guarantee was
entered into within 90 days, or possibly one year, prior to the commencement of
the bankruptcy or insolvency proceedings with respect to Willamette, the court
could void Willamette's obligations under its Guarantee, direct that holders of
debt securities return any amounts paid under that Guarantee to Willamette or to
a fund for the benefit of its creditors, or take other actions detrimental to
the holders of the debt securities.
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 (or 10 days in the case of
the covenant described above under "-- Possible Guarantee of Debt
Securities," unless this parenthetical clause shall have been terminated
pursuant to the provisions described above under the caption "-- Possible
Guarantee of Debt Securities -- Covenant to Provide Additional Events of
Default," in which case this parenthetical clause shall cease to be
effective for all purposes of the Indenture, or unless the terms of the
debt securities of such series expressly provide that the debt securities
of such series are not entitled to the benefit of the covenant described in
the first paragraph under the caption "-- Possible Guarantee of Debt
Securities -- Covenant to Provide Guarantee; Termination of Guarantee," in
which case this parenthetical clause shall not be applicable to the debt
securities of such series) 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
42
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)
As described above under "-- Possible Guarantee of Debt Securities,"
Weyerhaeuser and Willamette may, under specified circumstances, enter into a
supplemental indenture that will, among other things, add additional Events of
Default to the Indenture. If that occurs, that supplemental indenture will make
appropriate modifications to the provisions of the Indenture described in the
preceding paragraph so that, if an Event of Default of the nature described in
clause (1) or (2) under the caption "-- Possible Guarantee of Debt
Securities -- Covenant to Provide Additional Events of Defaults" (if the Event
of Default of the nature described in clause (1) or (2), as the case may be,
under that caption is with respect to less than all series of debt securities
then outstanding) has occurred and is continuing with respect to the debt
securities of any series, then 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 as described above.
That supplemental indenture will also make appropriate modifications to the
provisions of Indenture described in the preceding paragraph so that, if an
Event of Default of the nature described in clause (1) or (2) under the caption
"-- Possible Guarantee of Debt Securities -- Covenant to Provide Additional
Events of Default" (if the Event of Default of the nature described in such
clause (1) or (2), as the case may be, is with respect to all series of debt
securities then outstanding) has occurred and is continuing, then 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 as described above. These
modifications will be subject to termination and reinstatement as described
under "-- Possible Guarantee of Debt Securities."
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)
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
43
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 securities of each series
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" and "--Possible Guarantee of Debt
Securities," 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)
In the event that Weyerhaeuser is discharged, as described above, from its
obligations in respect to the outstanding debt securities of any series that are
guaranteed by Willamette, then Willamette will be concurrently released from its
obligations under its Guarantee of the debt securities of that series. See
"--Possible Guarantee of Debt Securities" above.
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
44
provisions of, the Indenture or modify in any manner the rights of the holders
of the debt securities of each 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 securities 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 securities in the exchange offers or who otherwise
wish to acquire exchange securities 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 Luxembourg"). Except under the limited circumstances
described below, global exchange securities 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 securities may not be
exchanged for certificated exchange securities.
The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream Luxembourg 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
45
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 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 security, DTC will credit, on its
book-entry registration and transfer system, the accounts of participants
with an interest in that global exchange security, and
- ownership of beneficial interests in the global exchange securities will
be shown on, and the transfer of ownership interests in the global
exchange securities 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
securities represented by a global exchange security 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
security 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
security, DTC or that nominee, as the case may be, will be considered the sole
legal owner or holder of the exchange securities represented by that global
exchange security for all purposes of the exchange securities and the Indenture.
Except as provided below, owners of beneficial interests in a global exchange
security will not be entitled to have the exchange securities represented by
that global exchange security registered in their names, will not receive or be
entitled to receive physical delivery of certificated exchange securities, and
will not be considered the owners or holders of the exchange securities
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 security 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 securities under the Indenture or that global exchange
security. We understand that under existing industry practice, in the event that
we request any action of holders of exchange securities, or a holder that is an
owner of a beneficial interest in a global exchange security desires to take any
action that DTC, as the holder of that global exchange security, 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
securities by DTC, or for maintaining, supervising or reviewing any records of
DTC relating to the exchange securities.
Payments with respect to the principal of and premium, if any, and interest
on a global exchange security will be payable by the trustee to or at the
direction of DTC or its nominee in its capacity as the registered holder of that
global exchange security under the Indenture. Under the terms of the Indenture,
we and the trustee may treat the persons in whose names the exchange securities,
including the global exchange securities, 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 security. Payments by the participants
and the indirect participants to the owners of beneficial interests in a global
exchange security 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.
46
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 Luxembourg 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 Luxembourg participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream Luxembourg, as the case may be, by its respective depositary;
however, those cross-market transactions will require delivery of instructions
to Euroclear or Clearstream Luxembourg, 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
Luxembourg, 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 securities in DTC, and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable to
DTC. Euroclear participants and Clearstream Luxembourg participants may not
deliver instructions directly to the depositaries for Euroclear or Clearstream
Luxembourg.
Because of time zone differences, the securities account of a Euroclear or
Clearstream Luxembourg participant purchasing an interest in a global exchange
security from a participant in DTC will be credited, and any such crediting will
be reported to the relevant Euroclear or Clearstream Luxembourg participant,
during the securities settlement processing day (which must be a business day
for Euroclear and Clearstream Luxembourg) immediately following the settlement
date of DTC. Cash received in Euroclear or Clearstream Luxembourg as a result of
sales of interest in a global exchange security by or through a Euroclear or
Clearstream Luxembourg 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 Luxembourg cash account only as of the business day for
Euroclear or Clearstream Luxembourg following DTC's settlement date.
Although DTC, Euroclear and Clearstream Luxembourg have agreed to the
foregoing procedures to facilitate transfers of interests in the global exchange
securities among participants in DTC, Euroclear and Clearstream Luxembourg, 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 Luxembourg 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 Luxembourg 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 SECURITIES
As described above, beneficial interests in the global exchange securities
and in the old securities in book-entry form (the "global old securities," and
together with the global exchange securities, the "global securities") may not
be exchanged for securities in definitive certificated form ("certificated
securities"). However, the Indenture provides that if:
- the depositary for a global security notifies us that it is unwilling or
unable to continue as depositary for that global security or the
depositary for the global securities of that series 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 securities of any series
will no longer be represented by global securities; or
- an Event of Default with respect to the securities of any series has
occurred and is continuing,
47
we will execute and the trustee will authenticate and deliver certificated
securities of that series in exchange for interests in the global securities of
that series. In that event, only certificated exchange securities of that series
will be issued in exchange for interests in global exchange securities of that
series and only old securities of that series in definitive certificated form
will be issued in exchange for interests in global old securities of that
series. We anticipate that those certificated securities 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 securities of that series.
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 securities 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 securities to be issued.
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 securities will be made by us in immediately available funds.
APPLICABLE LAW
The securities 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 offers. 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 securities for exchange
securities and the ownership and disposition of the exchange securities. 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
securities. 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 securities 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 securities whose functional currency (as defined in Code section
985) is not the U.S. dollar, persons holding securities 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 securities for exchange securities
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.
48
As used in this prospectus, a "U.S. holder" of a security 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 security whose income or gain in respect of its investment
in the security 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 security that is not a U.S. holder.
EXCHANGE OF OLD SECURITIES FOR EXCHANGE SECURITIES
The exchange of old securities for exchange securities pursuant to the
applicable exchange offer will not be a taxable event to holders for U.S.
federal income tax purposes. The exchange of old securities for the exchange
securities pursuant to the applicable exchange offer will not be treated as a
taxable "exchange" for U.S. federal income tax purposes because the terms of the
exchange securities will not be considered to differ materially from the terms
of the old securities and because that exchange is occurring pursuant to the
terms of the old securities. Accordingly, a holder will have the same adjusted
basis and holding period in the exchange securities as it had in the old
securities immediately before that exchange.
SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE SECURITIES
Notwithstanding the foregoing, upon the sale, exchange or retirement of an
exchange security, 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 security.
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 security generally will equal the amount it paid for the
corresponding old security.
Except to the extent attributable to accrued but unpaid interest (which
will be taxable as interest), gain or loss realized on the sale, exchange or
retirement of an exchange security 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 security 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 by a U.S. holder on a sale or other disposition of an
exchange security generally will be treated as U.S. source income.
INTEREST ON THE EXCHANGE SECURITIES
Interest paid on an exchange security 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 securities with
accrued interest will generally treat payments of accrued interest as a return
of capital rather than as an interest payment.
49
UNITED STATES FEDERAL WITHHOLDING TAX
Generally, if you are a non-U.S. holder you will not be subject to United
States federal income tax, and will be entitled to an exemption from the 30%
United States federal withholding tax on any payment of principal or premium, if
any, or interest on the exchange securities provided that:
- you do not actually or constructively own 10% or more of our voting
stock;
- you are not a controlled foreign corporation that is related, directly or
indirectly, to us through stock ownership; or
- you are not a bank making a loan in the ordinary course of your business;
and
either (a) you provide your name and address on an IRS Form W-8BEN (or other
applicable form) and certify, under penalty of perjury, that you are not a U.S.
holder, (b) you hold the exchange securities through certain foreign
intermediaries and you satisfy the certification requirements of applicable U.S.
Treasury regulations or (c) you otherwise provide that you are not a U.S.
holder. If you are a non-U.S. holder who is not an individual or corporation (or
an entity treated as a corporation for federal income tax purposes) holding the
exchange securities on its own behalf, you may have substantially increased
reporting requirements. In particular, in the case of exchange securities held
by a foreign partnership (or foreign trust), the partners (or beneficiaries)
rather than the partnership (or trust) will be required to provide the
certification discussed above, and the partnership (or trust) will be required
to provide certain additional information.
If you cannot satisfy the requirements described above, payments of
principal, premium, if any, and interest made to you will be subject to the 30%
United States federal withholding tax, unless you provide us with a properly
executed IRS Form W-8BEN (or other applicable form) claiming an exemption from,
or reduction in, withholding under the benefit of an applicable tax treaty.
The 30% United States federal withholding tax generally will not apply to
any gain that a non-U.S. holder realizes on the sale, exchange, retirement or
other disposition of exchange securities, provided that such non-U.S. holder is
not an individual who is present in the United States for 183 days or more in
the taxable year of the disposition and such gain is not derived from sources
within the United States.
BACKUP WITHHOLDING
The paying agent must file information returns with the IRS in connection
with payments of interest on the exchange securities or with respect to the
proceeds of the sale of exchange securities made to certain U.S. holders.
Certain noncorporate U.S. holders may be subject to backup withholding
(currently at a rate of 30%, 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 security. 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.
50
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.
UNITED STATES FEDERAL ESTATE TAX
If you are a non-U.S. holder, your estate will not be subject to United
States federal estate tax on the exchange securities your estate beneficially
owns at the time of your death, provided you or your estate do not own 10% or
more of our voting stock.
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange securities for its own account
pursuant to the exchange offers must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those exchange securities. 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 securities received in exchange for old securities if those old
securities 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 of the exchange
offer for the securities of any series, 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 securities of that series as described
above, subject to exceptions, including our right to suspend the use of this
prospectus as described above under "The Exchange Offers -- Resales of Exchange
Securities." However, a participating broker who intends to use this prospectus
in connection with the resale of exchange securities of any series must, on or
before the Expiration Date of the exchange offer for the securities of that
series, 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 securities by
participating broker-dealers or other persons. Exchange securities received by
participating broker-dealers for their own account pursuant to the exchange
offers 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 securities 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 securities.
Any broker-dealer who holds old securities acquired for its own account as
a result of market-making activities or other trading activities (a
"participating broker-dealer") and who receives exchange securities in exchange
for those old securities pursuant to the applicable exchange offer and resells
those exchange securities must deliver a prospectus meeting the requirements of
the Securities Act in connection with the resale of those exchange securities,
and such participating broker-dealer and any other broker or dealer that
participates in a distribution of those exchange securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
resale of those exchange securities 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 securities and participating broker-dealers against specified
liabilities, including specified liabilities under the Securities Act.
51
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 offices located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 233
Broadway, New York, New York 10007. 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 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., Chicago, Illinois and New
York, New York.
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 or incorporated by reference
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 30, 2001;
and
- Current Reports on Form 8-K filed on January 24, 2002, January 29, 2002,
February 26, 2002, February 28, 2002, March 28, 2002 and April 1, 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 on which the registration statement of which this prospectus is a
part was first filed with the SEC and until the completion of the exchange
offers or, if this prospectus is being used in connection with the resale of
exchange securities of one or more series by participating broker-dealers as
described under "Plan of Distribution," the 180th day after the latest
Expiration Date with respect to the exchange offers for the securities of those
series or such later date to which we may have extended that 180-day period as
described under "The Exchange Offers -- Resales of Exchange Securities."
52
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 securities will be passed upon for us by
Lorrie D. Scott, Esq., Senior Legal Counsel of Weyerhaeuser Company.
EXPERTS
The consolidated balance sheets of Weyerhaeuser Company and subsidiaries as
of December 30, 2001 and December 31, 2000 and the related consolidated
statements of earnings, cash flows, shareholders' interest and financial
statement schedule II -- valuation and qualifying accounts for each of the years
in the three-year period ended December 30, 2001, incorporated by reference in
this prospectus, have been audited by Arthur Andersen LLP, independent auditors,
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.
The consolidated balance sheets of Willamette Industries, Inc. and
subsidiaries as of December 31, 2001 and 2000 and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 2001, incorporated by
reference in this prospectus, have been audited by KPMG LLP, independent
auditors, as stated in their reports incorporated by reference herein.
53
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 old securities
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 Fourth Supplemental Indenture dated as of March 12, 2002
between Weyerhaeuser Company and JPMorgan Chase Bank
(incorporated by reference from the Registration Statement
on Form S-4, Registration No. 333-82376).
4.6 Form of old floating rate note due 2003 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.7 Form of floating rate exchange note due 2003 (included in
Fourth Supplemental Indenture filed as Exhibit 4.5).
4.8 Form of old note due 2005 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5).
4.9 Form of exchange note due 2005 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.10 Form of old note due 2007 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5).
4.11 Form of exchange note due 2007 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.12 Form of old note due 2012 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5).
4.13 Form of exchange note due 2012 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.14 Form of old debenture due 2032 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
II-1
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.15 Form of exchange debenture due 2032 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.16 Registration Rights Agreement dated March 12, 2002 among
Weyerhaeuser Company and the several initial purchasers
parties thereto.(1)
4.17 Calculation Agent Agreement dated as of March 6, 2002
between Weyerhaeuser Company and JPMorgan Chase Bank.(1)
5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of
Weyerhaeuser Company.(1)
12.1 Computation of Ratios of Earnings to Fixed Charges(1):
(a) Weyerhaeuser Company and Subsidiaries -- Computation
of Ratios of Earnings to Fixed Charges.
(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 -- Computation of
Ratios of Earnings to Fixed Charges.
(c) Weyerhaeuser Company and Subsidiaries -- Computation
of Pro Forma Ratio of Earnings to Fixed Charges.
(d) 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 -- Computation of Pro
Forma Ratio of Earnings to Fixed Charges.
23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1
thereto).(1)
23.2 Consent of Arthur Andersen LLP, independent auditors.(1)
23.3 Consent of KPMG LLP, independent auditors.(1)
24.1 Power of Attorney.(1)
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
as Trustee.(1)
99.1 Form of Letter of Transmittal.(1)
99.2 Form of Notice of Guaranteed Delivery.(1)
99.3 Form of Exchange Agent Agreement.(1)
---------------
(1) Filed herewith.
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
II-2
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-3
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 April 12, 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 April 12, 2002
----------------------------------------------------- Officer and Director
Steven R. Rogel (Principal Executive Officer)
/s/ WILLIAM C. STIVERS Executive Vice President and April 12, 2002
----------------------------------------------------- Chief Financial Officer
William C. Stivers (Principal Financial Officer)
/s/ STEVEN J. HILLYARD Vice President and Controller April 12, 2002
----------------------------------------------------- (Principal Accounting Officer)
Steven J. Hillyard
/s/ W. JOHN DRISCOLL Director April 12, 2002
-----------------------------------------------------
W. John Driscoll
II-4
SIGNATURE TITLE DATE
-------------------------------------------------------------------------------------------------------
/s/ RICHARD F. HASKAYNE Director April 12, 2002
-----------------------------------------------------
Richard F. Haskayne
/s/ ROBERT J. HERBOLD Director April 12, 2002
-----------------------------------------------------
Robert J. Herbold
/s/ MARTHA R. INGRAM Director April 12, 2002
-----------------------------------------------------
Martha R. Ingram
/s/ JOHN I. KIECKHEFER Director April 12, 2002
-----------------------------------------------------
John I. Kieckhefer
/s/ ARNOLD G. LANGBO Director April 12, 2002
-----------------------------------------------------
Arnold G. Langbo
/s/ RT. HON. DONALD F. MAZANKOWSKI Director April 12, 2002
-----------------------------------------------------
Rt. Hon. Donald F. Mazankowski
/s/ WILLIAM. D. RUCKELSHAUS Director April 12, 2002
-----------------------------------------------------
William D. Ruckelshaus
/s/ RICHARD. H. SINKFIELD Director April 12, 2002
-----------------------------------------------------
Richard H. Sinkfield
/s/ JAMES N. SULLIVAN Director April 12, 2002
-----------------------------------------------------
James N. Sullivan
/s/ CLAYTON K. YEUTTER Director April 12, 2002
-----------------------------------------------------
Clayton K. Yeutter
II-5
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 Fourth Supplemental Indenture dated as of March 12, 2002
between Weyerhaeuser Company and JPMorgan Chase Bank
(incorporated by reference from the Registration Statement
on Form S-4, Registration No. 333-82376).
4.6 Form of old floating rate note due 2003 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5).
4.7 Form of floating rate exchange note due 2003 (included in
Fourth Supplemental Indenture filed as Exhibit 4.5).
4.8 Form of old note due 2005 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5)
4.9 Form of exchange note due 2005 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5)
4.10 Form of old note due 2007 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5)
4.11 Form of exchange note due 2007 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5)
4.12 Form of old note due 2012 (included in Fourth Supplemental
Indenture filed as Exhibit 4.5)
4.13 Form of exchange note due 2012 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5)
4.14 Form of old debenture due 2032 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5)
4.15 Form of exchange debenture due 2032 (included in Fourth
Supplemental Indenture filed as Exhibit 4.5)
4.16 Registration Rights Agreement dated March 12, 2002 among
Weyerhaeuser Company and the several initial purchasers
parties thereto.(1)
4.17 Calculation Agent Agreement dated as of March 6, 2002
between Weyerhaeuser Company and JPMorgan Chase Bank.(1)
5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of
Weyerhaeuser Company.(1)
12.1 Computation of Ratios of Earnings to Fixed Charges(1):
(a) Weyerhaeuser Company and Subsidiaries -- Computation
of Ratios of Earnings to Fixed Charges.
(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 -- Computation of
Ratios of Earnings to Fixed Charges.
(c) Weyerhaeuser Company and Subsidiaries -- Computation
of Pro Forma Ratio of Earnings to Fixed Charges.
(d) 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 -- Computation of Pro
Forma Ratio of Earnings to Fixed Charges.
23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1
thereto).(1)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
23.2 Consent of Arthur Andersen LLP, independent auditors.(1)
23.3 Consent of KPMG LLP, independent auditors.(1)
24.1 Power of Attorney.(1)
25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
as Trustee.(1)
99.1 Form of Letter of Transmittal.(1)
99.2 Form of Notice of Guaranteed Delivery.(1)
99.3 Form of Exchange Agent Agreement.(1)
---------------
(1) Filed herewith.