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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 29, 2005
(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
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| Washington
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1-4825
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91-0470860 |
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(State or other
jurisdiction of
incorporation or
organization)
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(Commission
File Number)
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(IRS Employer
Identification
Number) |
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(253) 924-2345
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 7.01. REGULATION FD DISCLOSURE
On November 29, 2005, Weyerhaeuser Company issued a press release stating the following:
Weyerhaeuser Company Announces Pricing for Any and All Tender Offers and Maximum Tender Offers
Source: Weyerhaeuser Company. (NYSE:WY)
Federal Way, WA — November 29, 2005—Weyerhaeuser Company (NYSE:WY) announced today the
applicable reference yield and the Full Tender Offer Consideration for each series of Securities to
be purchased pursuant to its previously announced Any and All Offers and Maximum Tender Offers.
The reference yield was determined today at 2:00 p.m., New York City time. The Full Tender Offer
Consideration for the Securities subject to the Any and All Offers and Maximum Tender Offers is
based on the applicable reference yield plus a fixed spread as set forth in the table below. All
payments for Securities purchased in the Any and All Offers and Maximum Tender Offers will include
accrued and unpaid interest on the principal amount of Securities tendered up to, but not
including, the applicable Settlement Date for the Offers, which is currently expected to be
December 2, 2005 for the Any and All Offers and December 15, 2005 for the Maximum Tender Offers.
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Full Tender |
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Offer |
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Accrued |
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Consideration |
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Interest per |
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Reference |
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Fixed |
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per $1,000 |
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$1,000 |
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U.S. |
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Spread |
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Principal |
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Principal |
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Treasury |
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Reference |
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(basis |
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Amount of |
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Amount of |
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Security |
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Yield |
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points) |
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Securities |
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Securities |
Offers for Securities Listed Below: Any and All Offers
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8.375%
Debentures due
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2.25% due
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February 15,
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February
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2007 |
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15, 2007 |
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4.424% |
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40.0 |
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$1,040.90 |
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$24.89 |
5.250% Notes
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3.50% due
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due December
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December
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15, 2009 |
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15, 2009 |
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4.376% |
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68.0 |
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$1,006.98 |
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$24.35 |
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Offers for Securities Listed Below: Maximum Tender Offers
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3.75%
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6.125% Notes
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due
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due March 15,
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March
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2007 |
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31, 2007 |
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4.412% |
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45.0 |
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$1,015.05 |
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$15.31 |
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4.375%
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5.950% Notes
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due
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due November
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November
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1, 2008 |
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15, 2008 |
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4.383% |
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62.5 |
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$1,024.89 |
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$7.27 |
The Any and All Offers will expire at 5:00 p.m., New York City time, on December 1, 2005,
unless extended.
The Maximum Tender Offers will expire at midnight, New York City time, on December 14, 2005.
Holders of securities subject to the Maximum Tender Offers must validly tender and not validly
withdraw their securities on or before 5:00 p.m. New York City time on December 1, 2005 to receive
the applicable Full Tender Offer Consideration. Holders of securities subject to the Maximum
Tender Offers who validly tender their securities after the early tender date and on or before the
Maximum Tender Offers expiration date will receive the applicable later tender offer consideration,
which is the applicable Full Tender Offer Consideration minus $10 per $1,000 principal amount of
securities tendered by such holder that are accepted for purchase. Holders of securities subject
to the Maximum Tender Offers who validly tender their securities on or before 5:00 p.m. New York
City time on December 1, 2005 may not withdraw their securities after December 1, 2005 except in
the limited circumstances as described in the Offer to Purchase.
The terms and conditions of the Offers, including the conditions to Weyerhaeuser’s obligation to
accept any Securities tendered and to pay the applicable Full Tender Offer Consideration, plus
accrued and unpaid interest, are set forth in the Offer to Purchase dated November 16, 2005. Each
tender offer is conditioned upon the satisfaction of certain conditions described in the Offer to
Purchase.
JPMorgan and Banc of America Securities LLC are the dealer managers for the Offer and Deutsche Bank
Securities, Inc. is co-dealer manager for the Offers. Global Bondholder Services Corporation is
the Depositary and Information Agent for the Offers. This news release is neither an offer to
purchase nor a solicitation of an offer to sell securities. The Offers are made only by the Offer
to Purchase dated November 16, 2005, and the information in this news release is qualified by
reference to the Offer to Purchase. Persons with questions regarding the Offers should
contact JPMorgan toll free at (866) 834-4666 or collect at (212) 834-4077, Attn. Liability
Management Group or Banc of America Securities LLC toll free at (866) 475-9886 or collect at (704)
388-4603, Attn. Liability Management Group. Requests for documents should be directed to Global
Bondholder Services Corporation toll free at (866) 804-2200 or (bankers and brokers) collect at
(212) 430-3774.
Weyerhaeuser Company, one of the world’s largest integrated forest products companies, was
incorporated in 1900. In 2004, sales were $22.7 billion. It has offices or operations in 19
countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and
harvesting of timber; the manufacture, distribution and sale of forest products; and real estate
construction, development and related activities. Additional information about Weyerhaeuser’s
businesses, products and practices is available at:
http://www.weyerhaeuser.com.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WEYERHAEUSER COMPANY |
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By
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/s/ Steven J. Hillyard |
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Its:
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Vice President and
Chief Accounting Officer |
Date: November 29, 2005