SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 5, 2005
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(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
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:
----- Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
----- Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
----- Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act(17 CFR 240.14d-2(b))
----- Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 7.01. REGULATION FD DISCLOSURE
On April 5, 2005, Weyerhaeuser Company issued a press release stating the
Following:
Weyerhaeuser Will Appeal Decision in Paragon Case; Company Will Not Recognize
Any Charge Against Earnings
FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE: WY) today said that it will
appeal to the U.S. District Court for the Northern District of Georgia, Atlanta
Division, a decision by a U.S. Bankruptcy Judge awarding $460 million to the
Litigation Claims Representative of Paragon Trade Brands Inc.
Weyerhaeuser has not recorded a charge against earnings because it believes the
bankruptcy decision will ultimately be reversed. Generally accepted accounting
principles do not permit a reserve to be established if there is a high
likelihood that the company will not be required to pay damages.
However, the company also said that it cannot predict with certainty the
ultimate outcome of the lawsuit and, therefore, there could be a charge that
could materially and adversely affect the company's results of operations or
financial condition for the quarter and the year in which the charge is
recorded. Factors that could lead to a charge include whether the appeal to the
U.S. District Court and/or Court of Appeals for the Eleventh Circuit is resolved
in the company's favor; the outcome of any retrial ordered by an appellate
court; and whether a summary judgment in favor of the company on liability is
ordered by an appellate court.
The bankruptcy court's decision arises out of Weyerhaeuser's sale to Paragon of
its infant diaper business in February 1993. In May 1999, the bankruptcy estate
of Paragon commenced a lawsuit against Weyerhaeuser alleging that it had
breached warranties in the sale agreements by failing to have licenses at the
time of the sale to certain patents. In June 2002, the bankruptcy court issued
an oral opinion granting partial summary judgment on liability in favor of the
Paragon estate.
The court issued its damage award on April 5, 2005. Weyerhaeuser has
consistently maintained that the sales agreement transferred all liabilities of
the infant diaper business, including any potential liabilities relating to the
patents involved in the litigation, to Paragon as part of the sale and that,
accordingly, the suit is without merit. The company has said that it plans to
take every step available to seek to have the bankruptcy court's decision
reversed.
Weyerhaeuser Company (NYSE: WY), 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.
FORWARD LOOKING STATEMENTS
Statements in this release concerning the ultimate outcome of the Paragon
litigation are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions associated with
litigation that may cause actual results to differ materially from those
discussed, including but not limited to, whether appeals are resolved in the
company's favor; the outcome of any retrial ordered by an appellate court; and
whether a summary judgment in favor of the company on liability is ordered by an
appellate court. As a result, the outcome of this litigation cannot be predicted
with certainty.
For more information contact:
Media - Bruce Amundson, 253-924-3047
Analysts - Kathryn McAuley, 253-924-2058
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This news release contains statements concerning the company's future results
and performance that are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Some of these forward-looking
statements can be identified by the use of forward-looking terminology such as
"expects," "may," "will," "believes," "should," "approximately," "anticipates,"
"estimates," and "plans," and 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 expectations
regarding the company's markets in the first quarter of 2005; expected earnings
and performance of the company's business segments during the first quarter of
2005, demand and pricing for the company's products in the first quarter of
2005, non-strategic timberland sales in the first quarter of 2005, seasonal
decline in single-family home closings in the first quarter of 2005, effect of
Canadian exchange rate, and other matters. The accuracy of such 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, including the level of
interest rates and housing starts; market demand for the company's products,
which may be tied to the relative strength of various U.S. business segments;
energy prices; weather conditions; availability and pricing of raw materials,
performance of the company's manufacturing operations; the successful execution
of internal performance plans; the level of competition from domestic and
foreign producers; the effect of forestry, land use, environmental and other
governmental regulations; fires, floods and other natural disasters; disruption
of transportation and legal proceedings. The company is also a large exporter
and is affected by changes in economic activity in Europe and Asia, particularly
Japan, and by changes in currency exchange rates, particularly the relative
value of the U.S. dollar to the Euro and the Canadian dollar; and restrictions
on international trade or tariffs imposed on imports, including the
countervailing and dumping duties imposed on the company's softwood lumber
shipments from Canada to the United States. These and other factors that could
cause or contribute to actual results differing materially from such forward
looking statements are discussed in greater detail in the company's Securities
and Exchange Commission filings.
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.
WEYERHAEUSER COMPANY
By _/s/ Steven J. Hillyard
Its: Vice President and
Chief Accounting Officer
Date: April 5, 2005