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): January
25, 2007
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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33663
Weyerhaeuser Way South
Federal
Way,
Washington
98063-9777
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (253)
924-2345
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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):
¨ 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))
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Item
1.01 Entry into Material Definitive Agreements.
As
disclosed in the Current Report on Form 8-K filed on August 28, 2006,
Weyerhaeuser Company (the “Company”) entered into (i) a contribution and
distribution agreement dated as of August 22, 2006 (the “Contribution and
Distribution Agreement”) among the Company, Domtar Corporation, a Delaware
corporation and wholly owned subsidiary of the Company (“Spinco”, formerly known
as Weyerhaeuser TIA, Inc.), and Domtar Paper Company, LLC, a Delaware limited
liability company and wholly owned subsidiary of the Company (“Newco”, formerly
known as Weyerhaeuser ELI, LLC), and (ii) a transaction agreement dated as
of
August 22, 2006 (the “Transaction Agreement” and, together with the Contribution
and Distribution Agreement, the “Agreements”) among the Company, Spinco, Newco,
Domtar Delaware Holdings Inc., a Delaware corporation and subsidiary of Newco
(“Newco Holding”, formerly known as Weyerhaeuser ELI, Inc.), Domtar Pacific
Papers Inc., a British Columbia corporation and a wholly owned subsidiary
of
Newco Holding (“Old Newco Canada”, formerly known as Weyerhaeuser Crosby, Inc.),
Domtar (Canada) Paper Inc., a British Columbia corporation and wholly owned
subsidiary of Newco Canada (“Newco Canada Exchangeco”, formerly known as
Weyerhaeuser Yukon, Inc.), and Domtar Inc., a Canadian corporation
(“Domtar”).
Pursuant
to the Contribution and Distribution Agreement, the Company agreed to
(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 Canadian Business Corporation
Act (the “Arrangement”) that will result in Spinco owning, directly or
indirectly, all of the outstanding common shares of Domtar.
On
January 25, 2007, the Company entered into an Amended and Restated Contribution
and Distribution Agreement (the “Amended and Restated Contribution and
Distribution Agreement”) among the Company, Spinco and Newco, and an
Amended and Restated Transaction Agreement (the “Amended and Restated
Transaction Agreement” and, together with the Amended and Restated Contribution
and Distribution Agreement, the “Amended and Restated Agreements” ) among the
Company, Spinco, Newco, Newco Holding, Old Newco Canada, Newco Canada
Exchangeco, Domtar Pacific Papers ULC, a Nova Scotia unlimited liability
company
and wholly owned subsidiary of Newco Holding (“Newco Canada”), and Domtar, in
each case to reflect technical amendments to the structure.
The
foregoing description of the Agreements, the Amended and Restated Agreements
and
any transactions contemplated thereby (the “Transactions”), does not purport to
be complete and is qualified in its entirety by the terms and conditions
of the
Agreements and the Amended and Restated Agreements. The Amended and Restated
Agreements are filed as Exhibits 2.1 and 2.2 hereto and are incorporated
into this report by reference. All stockholders of the Company are urged
to read
the Amended and Restated Agreements carefully and in their entirety. The
Amended
and Restated Agreements have been incorporated by reference to provide you
with
information regarding their terms. They are not intended to provide any other
factual information about the Company.
The
Amended and Restated Transaction Agreement contains representations and
warranties that the Company, Spinco, Newco, Newco Holding, Old 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 and warranties were made solely for purposes of the contract
between the parties to the Amended and Restated 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 proposed 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
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 Amended and Restated 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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(d)
Exhibits
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2.1
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Amended
and Restated Transaction Agreement, dated as of January 25, 2007,
among
Weyerhaeuser Company, Domtar
Corporation,
Domtar
Paper Company, LLC,
Domtar
Delaware Holdings Inc.,
Domtar
Pacific Papers Inc., Domtar (Canada) Paper Inc.,
Domtar
Pacific Papers ULC
and Domtar Inc. (incorporated by reference to Exhibit 2.1 to Domtar
Corporation’s Form 10/A filed with the Securities and Exchange Commission
on January 26, 2007)
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2.2
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Amended
and Restated Contribution and Distribution Agreement, dated as
of January
25, 2007, among Weyerhaeuser
Company, Domtar
Corporation
and Domtar
Paper Company, LLC (incorporated by reference to Exhibit 2.2 to
Domtar
Corporation’s Form 10/A filed with the Securities and Exchange Commission
on January 26, 2007)
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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: |
/s/ Jeanne
M. Hillman |
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Name:
Jeanne M. Hillman |
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Title: V.P., Chief Accounting
Officer |
| Date: January 31,
2007 |
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