Unassociated Document
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
(Date of
earliest event report)
(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)
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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) |
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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 9, 2008, Weyerhaeuser Company issued a press release stating the
following:
Weyerhaeuser
Announces Expiration of Any and All Tender Offer and Results, as of Dutch
Auction Early Tender Date, for Dutch Auction Tender Offer
FEDERAL WAY, Wash. (Dec. 9,
2008) – Weyerhaeuser Company (NYSE:WY) announced today the final results of its
any and all cash tender offer and the results, as of the Dutch Auction Early
Tender Date (as defined below), of its dutch auction tender offer (each an
“Offer,” and collectively, the “Offers”). The terms and conditions of
the Offers are set forth in an Offer to Purchase dated November 24, 2008 and
accompanying Letter of Transmittal.
In the
Any and All Tender Offer, Weyerhaeuser offered to purchase any and all of the
company’s outstanding Floating Rate Notes due September 24, 2009.
In the
Dutch Auction Tender Offer, Weyerhaeuser is offering to purchase up to $250
million principal amount (the “Tender Cap”) of its outstanding 6.75% Notes due
March 15, 2012. The terms of the Offers are summarized in the table
below.
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Principal
Amount Outstanding
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Offer
for Securities Listed Below: Any and All Tender Offer
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962166BU7
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Floating
Rate Notes
due
9/24/09
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$450,000,000
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N/A
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N/A
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$970
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Offer
for Securities Listed Below: Dutch Auction Tender Offer
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962166BP8
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6.75%
Notes
due
3/15/12
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$1,683,122,000
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$250,000,000
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$20
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$830
- $880 (2) (acceptable range)
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(1) Per
$1,000 principal amount of Securities that are accepted for
purchase.
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(2) Purchase
Price minus Early Tender Premium equals Late Purchase
Price.
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The Any
and All Tender Offer expired at 5:00 p.m., New York City time, on December 8,
2008. Holders of Securities subject to the Any and All Tender Offer who validly
tendered and did not validly withdraw their Securities at or before 5:00 p.m.,
New York City time, on December 8, 2008 will receive the Purchase Price (set out
above). $154,650,000 million principal amount of a total outstanding
principal amount of $450,000,000 of Securities had been validly tendered in
connection with the Any and All Tender Offer.
Holders
of Securities subject to the Dutch Auction Tender Offer who validly tendered and
did not validly withdraw their Securities at or before 5:00 p.m., New York City
time, on December 8, 2008, will receive the Purchase Price (defined in the Offer
to Purchase). As of December 8, 2008, $363,734,000 million principal
amount (of a total outstanding principal amount of $1,683,122,000) of Securities
had been validly tendered in connection with the Dutch Auction Tender Offer.
Holders of Securities subject
to the Dutch Auction Tender Offer who validly tender their Securities after
December 8, 2008 and at or before 12:00 midnight, New York City time, on
December 22, 2008 will receive the Purchase Price minus the Early Tender Premium
set out in the table above.
The Dutch
Auction Tender Offer will expire at 12:00 midnight, New York City time, on
December 22, 2008, unless extended.
In
addition to any consideration received, Holders who tender securities will be
paid any accrued and unpaid interest calculated up to and not including the
applicable settlement date. The settlement date for the Any and All Tender Offer
is expected to be December 9, 2008 and the settlement date for the Dutch Auction
Tender Offer is expected to be December 23, 2008.
Banc of
America Securities LLC and Citi are the lead dealer managers for the
Offers. J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. are the co-dealer managers for the
Offers. Global Bondholder Services Corporation is the Depositary and Information
Agent. This news release is neither an offer to purchase nor a solicitation of
an offer to sell the securities. The offers are made only by the Offer to
Purchase, and the information in this news release is qualified by reference to
the Offer to Purchase. Persons with questions regarding the offers should
contact Banc of America Securities LLC toll free at (888) 292-0070 or collect at
(704) 388-4603, Attn. Debt Advisory Services or Citi toll free at (800) 558 3745
or collect at (212) 723 6106, 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 forest products companies, was incorporated
in 1900. In 2007, sales were $16.3 billion. It has offices or
operations in 13 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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Date:
December 9, 2008
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By:
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/s/ Jeanne
Hillman |
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Jeanne
Hillman |
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Vice
President and
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Chief
Accounting Officer
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