SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 1, 2005
----------------------------------
(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
---------- ------ ----------
(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 December 1, 2005, Weyerhaeuser Company issued a press release stating the
Following:
Weyerhaeuser Company Announces Expiration of its Any and All Tender Offers
FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE:WY) announced the expiration of
its Any and All Offers. According to the information provided by Global
Bondholder Services Corporation, the depositary for the tender offers,
$64,760,000 in aggregate principal amount of the 8.375 percent Debentures due
Feb. 15, 2007 and $212,990,000 in aggregate principal amount of the 5.250
percent Notes due Dec. 15, 2009 were validly tendered and not validly withdrawn
on or before the expiration of the Any and All Offers at 5:00 p.m. New York City
time, on Dec. 1, 2005. Weyerhaeuser has accepted for payment all securities
validly tendered and not validly withdrawn in the Any and All Offers and expects
that the applicable payment for the securities purchased pursuant to the Any and
All Offers will be made by the depositary in same-day funds on Dec. 2, 2005. In
addition, according to information provided by Global Bondholder Services
Corporation, as of 5:00 p.m. New York City time, on Dec. 1, 2005, $359,835,000
in aggregate principal amount of the 6.125 percent Notes due March 15, 2007 were
validly tendered and not validly withdrawn on or before 5:00 p.m., New York City
time, on Dec. 1, 2005, the early tender date for the Maximum Tender Offers.
Under the conditions specified in its Offer to Purchase dated November 16, 2005,
the Maximum Principal Amount to be Accepted will, in the case of the 6.125
percent Notes due March 15, 2007, be equal to the lesser of (i) $300,000,000 and
(ii) the difference between $500,000,000 (the "Tender Cap") and the principal
amount of securities purchased by Weyerhaeuser pursuant to the Any and All
Offers. The Maximum Principal Amount to be Accepted by Weyerhaeuser pursuant to
the Maximum Tender Offers is $222,250,000. Because the principal amount of
6.125 percent Notes due March 15, 2007 validly tendered and not validly
withdrawn on or before the early tender date exceeded the Maximum Principal
Amount to be Accepted for the 6.125 percent Notes due March 15, 2007,
Weyerhaeuser will not purchase any of its 5.950 percent Notes due November 1,
2008 in the Maximum Tender Offers. Securities of this class that have been
tendered will be returned promptly to the tendering holders.
The Table below sets forth more fully the amount of securities validly tendered
and accepted in the offers to date.
Percentage
Principal Principal of
Amount Amount Outstanding Acceptance
Title of Outstanding Tendered Amount Priority
Security (US$) (US$) Tendered Level
Offer for Securities Listed Below:
Any and All Offers
8.375%
Debentures
due
Feb. 15,
2007 $150,000,000 $64,760,000 43.2% N/A
5.250%
Notes due
Dec. 15,
2009 $249,954,000 $212,990,000 85.2% N/A
Offer for Securities Listed Below:
Maximum Tender Offers
6.125%
Notes due
March 15,
2007 $599,772,000 $359,835,000 60.0% 1
5.950%
Notes due
Nov. 1,
2008 $524,873,000 Cancelled Cancelled Cancelled
The Maximum Tender Offers are scheduled to expire at 12:00 midnight, New York
City time, on Dec. 14, 2005, unless extended. Holders of securities subject to
the Maximum Tender Offers who validly tendered and did not withdraw their
securities on or before the early tender date and whose securities are accepted
for purchase will 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 at or before the Maximum Tender
Offers expiration date, and whose securities are accepted for purchase, will
receive the applicable Late Tender Offer Consideration, which is the applicable
Full Tender Offer Consideration minus $10.00 per $1,000 in principal amount of
securities tendered by such holder. All payments for securities purchased in
the Maximum Tender Offers will include accrued and unpaid interest on the
principal amount of securities tendered up to, but not including, the Settlement
Date for the Maximum Tender Offers, which is currently expected to be Dec. 15,
2005. The terms and conditions of the Maximum Tender Offers, including the
conditions to Weyerhaeuser's obligation to accept any securities tendered and to
pay the applicable Full Tender Offer Consideration or the applicable Late Tender
Offer Consideration, as the case may be, in each case plus accrued and unpaid
interest up to, but not including, the settlement date for such offer, are set
forth in the Offer to Purchase dated November 16, 2005.
JPMorgan Securities, Inc. and Banc of America Securities LLC are the dealer
managers for the Offer and Deutsche Bank Securities, Inc. is co-dealer manager
for the Offer. Global Bondholder Services Corporation is the Depositary and
Information Agent for the Offer. 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 (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 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.
WEYERHAEUSER COMPANY
By /s/ Steven J. Hillyard
---------------------------
Its: Vice President and
Chief Accounting Officer
Date: December 1, 2005