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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 Report (Date of earliest event reported):
February 11, 2002
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
WASHINGTON 1-4825 91-0470860
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On February 11, 2002, Company Holdings, Inc., a Washington corporation
("CHI") and a direct wholly owned subsidiary of Weyerhaeuser Company, a
Washington corporation ("Weyerhaeuser"), announced the expiration of, and the
acceptance for payment of shares in, its cash tender offer (the "Offer") for
all of the outstanding shares (the "Shares") of common stock, par value $.50
per share, of Willamette Industries, Inc., an Oregon corporation
("Willamette"). In the Offer, CHI acquired an aggregate of 106,822,511 Shares,
representing approximately 97.0% of Willamette's outstanding common stock.
Under the terms of the previously announced Agreement and Plan of Merger
(the "Merger Agreement") dated January 28, 2002, among Weyerhaeuser, CHI and
Willamette, and upon the satisfaction or waiver of certain conditions, CHI
will be merged (the "Merger") with and into Willamette with Willamette
surviving the Merger as a subsidiary of Weyerhaeuser. In the Merger, all
remaining Shares, other than Shares owned by Willamette, Weyerhaeuser or CHI,
will be converted into the right to receive $55.50 per Share in cash without
interest. Weyerhaeuser expects the Merger to occur on or about March 14, 2002.
The aggregate purchase price for the Shares acquired in the Offer was
approximately $5.9 billion. As disclosed by Weyerhaeuser and CHI in Amendment
Number 73 to the Schedule TO filed with the Securities and Exchange Commission
on February 11, 2002, Weyerhaeuser entered into new senior credit facilities
on February 8, 2002, in connection with the Offer and the Merger. As of
February 25, 2002, Weyerhaeuser had borrowed approximately $6.65 billion under
the new senior credit facilities in connection with the acquisition of the
Shares in the Offer, the repayment of existing indebtedness and the payment of
related fees and expenses.
Pursuant to the Merger Agreement, effective as of February 11, 2002, the
following actions were taken:
o Winslow H. Buxton, Robert C. Lane, Thomas M. Luthy, Joseph
Prendergast, Evelyn Cruz Sroufe and William Swindells resigned from
the Willamette Board of Directors (the "Willamette Board");
o Willamette's By-laws were amended to reduce the size of the Willamette
Board from nine to seven directors;
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o Robert A. Dowdy, Richard E. Hanson, Steven R. Rogel and William C.
Stivers (each of whom is an officer of Weyerhaeuser) were appointed to
the Willamette Board, with Steven R. Rogel appointed Chairman of the
Board; and
o The Executive Committee of the Willamette Board was reconstituted to
consist of Robert A. Dowdy, Richard E. Hanson, Steven R. Rogel and
William C. Stivers, with Steven R. Rogel appointed Chairman of the
Executive Committee.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Required historical financial statements of Willamette will be filed by
amendment to this Current Report on Form 8-K within 60 days of the filing of
this Current Report on Form 8-K.
(b) Pro forma financial information.
Required pro forma financial information giving effect to the acquisition
of Willamette will be filed by amendment to this Current Report on Form 8-K
within 60 days of the filing of this Current Report on Form 8-K.
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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 R. ROGEL
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Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: February 26, 2002