Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): August
22, 2006
WEYERHAEUSER
COMPANY
(Exact
Name of Registrant as Specified in Charter)
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Washington
(State
or Other Jurisdiction of Incorporation)
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1-4825
(Commission
File Number)
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91-0470860
(IRS
Employer Identification No.)
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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 (see
General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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¨
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR 240.14a-12) |
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¨
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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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¨
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Pre-commencement communications pursuant
to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01 Entry into Material Definitive Agreements.
On
August
23, 2006, Weyerhaeuser Company (the “Company”) announced that it had entered
into (i) a contribution and distribution agreement dated as of August 22, 2006
(the “Contribution and Distribution Agreement”) among the Company, Weyerhaeuser
TIA, Inc., a Delaware corporation and wholly owned subsidiary of the Company
(“Spinco”), and Weyerhaeuser ELI, LLC, a Delaware limited liability company and
wholly owned subsidiary of the Company (“Newco”), and (ii) a transaction
agreement dated as of August 22, 2006 (the “Transaction Agreement”) among the
Company, Spinco, Newco, Weyerhaeuser ELI, Inc., a Delaware corporation and
wholly owned subsidiary of Newco (“Newco Holding”), Weyerhaeuser Crosby, Inc., a
Canadian corporation and a wholly owned subsidiary of Newco Holding (“Newco
Canada”), Weyerhaeuser Yukon, Inc., a Canadian corporation and a wholly owned
subsidiary of Newco Canada (“Newco Canada Exchangeco”), and Domtar Inc., a
Canadian corporation (“Domtar”).
Pursuant
to the Contribution and Distribution Agreement, the Company will (i) transfer
or
cause to be transferred to Newco certain of the Company’s white paper assets and
related assets in exchange for the assumption by Newco of certain of the
Company’s white paper liabilities and related liabilities (the “Newco
Contribution”), (ii) transfer to Spinco all the issued and outstanding limited
liability company interests of Newco (“Newco Equity Interests”) in exchange for
(x) a number of shares of Spinco common stock, par value $0.01 per share (the
“Spinco Common Stock”), determined in accordance with a formula specified in the
Contribution and Distribution Agreement, and (y) cash in an amount equal to
$1.35 billion (the “Spinco Contribution” and, together with the Newco
Contribution, the “Contribution”), and (iii) distribute all the issued and
outstanding shares of Spinco Common Stock to its shareholders as a pro rata
dividend or, at its election, as an exchange offer or a combination
thereof.
Pursuant
to the Transaction Agreement, Spinco and Domtar will effect a plan of
arrangement in accordance with Section 192 of the Canada Business Corporation
Act (the “Arrangement”) that will result in Spinco indirectly owning all of the
outstanding common shares of Domtar, whereby each issued and outstanding common
share in the capital of Domtar (a “Domtar Common Share”) that is not held by a
holder who exercised dissent rights shall be exchanged for one Class B
Common Share of Newco Canada Exchangeco, which, in turn, shall be exchanged
for
one share of Spinco Common Stock or, as the case may be, one share
of Newco Canada Exchangeco, which share shall be exchangeable for Spinco
Common Stock.
Upon
consummation of the Contribution, the Distribution and the Arrangement
(collectively, the “Transactions”), the Company’s shareholders or former
shareholders will hold approximately 55% of the Spinco Common Stock and Domtar’s
former shareholders will hold approximately 45% of the Spinco Common Stock,
in
each case on a fully diluted basis.
Consummation
of the Transactions is subject to customary closing conditions, including the
absence of certain legal impediments to the consummation of the Transactions,
the receipt of governmental approvals with respect to or the expiration or
termination of any required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, the Competition Act (Canada) and the
Investment Canada Act, the effectiveness of certain filings with the Securities
and Exchange Commission and the Canadian Securities Administrators, approval
of
the arrangement by shareholders and option holders of Domtar
and by the Superior Court of Québec, the receipt
of a favorable ruling from the Internal Revenue Service and the receipt of
certain tax opinions.
The
foregoing description of the Transaction Agreement, the Contribution and
Distribution Agreement and the Transactions, does not purport to be complete
and
is qualified in its entirety by the terms and conditions of the Transaction
Agreement and the Contribution and Distribution Agreement (collectively, the
“Agreements”), which are filed as Exhibits 2.1 and 2.2 hereto, and
incorporated into this report by reference. All shareholders of the Company
are
urged to read the Agreements carefully and in their entirety. The Agreements
have been included to provide you with information regarding their terms. They
are not intended to provide any other factual information about the
Company.
The
Transaction Agreement contains representations and warranties that the Company,
Spinco, Newco, Newco Holding, Newco Canada and Newco Canada Exchangeco, on
the
one hand, and Domtar, on the other hand, made to each other as of specific
dates. The assertions embodied in those representations warranties were made
solely for purposes of the contract between the parties to the Agreements and
may be subject to important qualifications and limitations agreed by the parties
in connection with negotiating the terms of the contract. Moreover, some of
those representations and warranties may not be accurate or complete as of
any
specified date, may be subject to a contractual standard of materiality
different from those generally applicable to shareholders, or may have been
used
for the purpose of allocating risk between the parties rather than establishing
matters as facts. For the foregoing reasons, you should not rely on the
representations and warranties as statements of factual
information.
*
* * *
*
Forward-Looking
Statements.
This
report
contains, in addition to statements of historical fact, certain forward-looking
statements. These forward-looking statements relate to, among other things,
the
Transactions. Forward-looking statements are based on information available
to
management at the time, and they involve judgments and estimates. There can
be
no assurance as to the timing of the closing of the Transactions, or whether
the
Transactions will close at all. Factors that could cause the Transactions to
be
delayed or to fail to close at all include: the failure to obtain governmental
approvals of the transaction on the proposed terms and schedule; the failure
to
receive required tax rulings or tax opinions; the failure to obtain approval
by
shareholders and option holders of Domtar or by the Superior Court of Québec and
a material
adverse change in the business, assets, financial condition or results of
operations of the Company’s white
paper
business or Domtar. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the
Securities and Exchange Commission (the “SEC”) at the SEC’s web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by the Company at www.weyerhaeuser.com
or by
directing a written request to: Weyerhaeuser Company, CH 1E30, P.O. Box 9777,
Federal Way, WA 98063-9777. The Company assumes no responsibility to update
any
forward-looking statements as a result of new information or future developments
except as expressly required by law.
No
Offer or Solicitation.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy any securities. No offering of securities shall be made except
by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The foregoing description of the
Transactions does not purport to be complete and is qualified in its entirety
by
reference to the full text of the Agreements, which are filed as Exhibits hereto
and are incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
Exhibits
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2.1
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Transaction
Agreement, dated as of August 22, 2006, among
Weyerhaeuser Company, Weyerhaeuser TIA, Inc., Weyerhaeuser ELI, LLC,
Weyerhaeuser ELI, Inc., Weyerhaeuser Crosby, Inc., Weyerhaeuser Yukon,
Inc. and Domtar Inc.
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2.2
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Contribution
and Distribution Agreement, dated as of August 22, 2006, among
Weyerhaeuser
Company, Weyerhaeuser ELI, LLC and Weyerhaeuser TIA,
Inc.
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SIGNATURE
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/
Jeanne M. Hillman |
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Name: Jeanne M. Hillman |
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Title:
V.P., Chief Accounting Officer
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Date:
August 28, 2006