-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IduszO/AmaLEhTXB8AmEtjmu6FKkdhGSJmRZKv5vRg+kBpK/cB16yNfSe+oq2IYh KmdxN0kh3ktst6XiluLJUw== 0000891020-02-001141.txt : 20020809 0000891020-02-001141.hdr.sgml : 20020809 20020809172648 ACCESSION NUMBER: 0000891020-02-001141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020809 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 02725496 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 8-K 1 v83615e8vk.htm FORM 8-K DATED AUGUST 9, 2002 Weyerhaeuser Company Form 8-K Dated August 9, 2002
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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

August 9, 2002

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)
         
Washington   1-4825   91-0470860
 
 
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)
(zip code)

Registrant’s telephone number, including area code:
(253) 924-2345

 

Item 7. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

TABLE OF CONTENTS
           
 
Item 7. Exhibits
    
SIGNATURES
        
Exhibit Index
        
Unaudited pro forma condensed consolidated financial statements of Weyerhaeuser Company
        
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        

 

Table of Contents

Item 7. Exhibits

   (c)    Exhibits. The following exhibits are filed with this document.
 
   99.1       Unaudited pro forma condensed consolidated financial statements of Weyerhaeuser Company
 
      99.2    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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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 J. Hillyard
    Its:              Vice President and Chief Accounting Officer

Date: August 9, 2002

 

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EXHIBIT INDEX
     
Exhibit Number   Description
 
99.1   Unaudited pro forma condensed consolidated financial statements of Weyerhaeuser Company
99.2   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  EX-99.1 3 v83615exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF WEYERHAEUSER COMPANY The following unaudited Pro Forma Condensed Consolidated Statements of Earnings for the year ended December 30, 2001, and the thirteen weeks ended March 31, 2002, present unaudited pro forma operating results of Weyerhaeuser Company("Weyerhaeuser"), including results for Willamette Industries, Inc.("Willamette")on a consolidated basis as if the acquisition had occurred as of the beginning of the periods presented. The unaudited Pro Forma Condensed Consolidated Statements of Earnings reflect adjustments to the historical financial statements of Weyerhaeuser and Willamette that (i) eliminate intercompany transactions, (ii) eliminate the unsolicited takeover defense costs incurred by Willamette, (iii) include estimated incremental borrowing costs associated with the acquisition, (iv) reflect purchase method of accounting adjustments associated with Weyerhaeuser's acquisition of Willamette and (v) reflect the income tax expense impact of these adjustments. The Willamette column in the Pro Forma Condensed Consolidated Statements of Earnings present Willamette's results of operations prior to the acquisition. The Pro Forma Condensed Consolidated Statements of Earnings do not purport to represent what Weyerhaueser's financial position or results of operations actually would have been had the acquisition, in fact, occurred on the date indicated, or to project Weyerhaueser's results of operations for any future period. The unaudited Pro Forma Condensed Consolidated Statements of Earnings should be read in conjunction with (i) Weyerhaeuser's consolidated financial statements as of and for the year ended December 30, 2001, (ii) Weyerhaeuser's consolidated financial statements as of and for the thirteen weeks ended March 31, 2002, and (iii) Willamette's consolidated financial statements as of and for the year ended December 31, 2001. WEYERHAEUSER AND WILLAMETTE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR YEAR ENDED DECEMBER 30, 2001 (IN MILLIONS OF US DOLLARS)
YEAR ENDED DECEMBER 30, 2001 ---------------------------- PRO FORMA ADJUSTMENTS PRO FORMA ----------- WEYERHAEUSER WLL FOOTNOTES AMOUNTS CONSOLIDATED ------------ --- --------- ------- ------------ Sales Forest product operations $ 13,084 $ 4,454 1 $ (138) $ 17,400 Real estate and related assets 1,461 -- -- 1,461 --------- --------- --------- --------- --------- 14,545 4,454 (138) 18,861 --------- --------- --------- --------- --------- Costs and expenses Forest product operations Costs of products sold 10,415 3,382 1 (138) 13,659 Depreciation, amortization and fee stumpage 869 332 5,6,9 133 1,334 Selling, general and administrative expenses 1,114 274 2 1 1,389 Other operating costs, net 14 25 2,3 (32) 7 Charges for support alignment costs,integration of facilities, -- -- closure of facilities and settlement of hardboard siding claim 139 -- 2 8 147 --------- --------- --------- --------- --------- 12,551 4,013 (28) 16,536 --------- --------- --------- --------- --------- Real estate and related assets Costs and operating expenses 1,140 -- -- 1,140 Depreciation and amortization 7 -- -- 7 Selling, general and administrative expenses 96 -- -- 96 Other operating costs, net (6) -- -- (6) --------- --------- --------- --------- --------- 1,237 -- -- 1,237 --------- --------- --------- --------- --------- Total costs and expenses 13,788 4,013 (28) 17,773 --------- --------- --------- --------- --------- Operating earnings 757 441 (110) 1,088 Interest expense and other Forest product operations Interest expense incurred (net of capitalized interest) (339) (95) 4 (433) (867) Interest income and other 23 -- 2 2 25 Equity in income of unconsolidated entities 33 -- 2 (1) 32 Real estate and related assets 42 -- -- 42 --------- --------- --------- --------- --------- Earnings before income taxes 516 346 (542) 320 Income taxes (162) (97) 7 212 (47) --------- --------- --------- --------- --------- Net earnings from continuing operations $ 354 $ 249 $ (330) $ 273 ========= ========= ========= ========= ========= --------- --------- Basic net earnings per share $ 1.61 $ 1.24 ========= ========= --------- --------- Diluted net earnings per share $ 1.61 $ 1.24 ========= ========= Weighted average shares outstanding (thousands) Basic 219,644 219,644 Dilutive effect of stock options 313 8 242 555 --------- --------- Diluted weighted average shares outstanding 219,957 220,199 ========= =========
WEYERHAEUSER AND WILLAMETTE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2002 (IN MILLIONS OF US DOLLARS)
THIRTEEN WEEKS ENDED MARCH 31, 2002 ----------------------------------- PRO FORMA ADJUSTMENTS PRO FORMA ----------- WEYERHAEUSER WLL FOOTNOTES AMOUNTS CONSOLIDATED ------------ --- --------- ------- ------------ Sales Forest product operations $ 3,612 $ 481 1 $ (28) $ 4,065 Real estate and related assets 396 -- -- 396 --------- --------- --------- --------- --------- 4,008 481 (28) 4,461 --------- --------- --------- --------- --------- Costs and expenses Forest product operations Costs of products sold 2,848 383 1 (28) 3,203 Depreciation, amortization and fee stumpage 264 37 5,6,9 9 310 Selling, general and administrative expenses 339 40 -- 379 Other operating costs, net -- 32 3 (23) 9 Charges for support alignment costs,integration of facilities, -- -- closure of facilities and settlement of hardboard siding claim 33 -- -- 33 --------- --------- --------- --------- --------- 3,484 492 (42) 3,934 --------- --------- --------- --------- --------- Real estate and related assets Costs and operating expenses 291 -- -- 291 Depreciation and amortization 2 -- -- 2 Selling, general and administrative expenses 32 -- -- 32 Other operating costs, net (8) -- -- (8) --------- --------- --------- --------- --------- 317 -- -- 317 --------- --------- --------- --------- --------- Total costs and expenses 3,801 492 (42) 4,251 --------- --------- --------- --------- --------- Operating earnings 207 (11) 14 210 Interest expense and other Forest product operations Interest expense incurred (net of capitalized interest) (139) (9) 4 (59) (207) Interest income and other 5 -- -- 5 Equity in income of unconsolidated entities (4) -- -- (4) Real estate and related assets 12 -- -- 12 --------- --------- --------- --------- --------- Earnings before income taxes and extraordinary item 81 (20) (45) 16 Income taxes (28) 7 7 18 (3) --------- --------- --------- --------- --------- Earnings before extraordinary item 53 (13) (27) 13 Extraordinary item (23) -- 4,7 (1) (24) --------- --------- --------- --------- --------- Net earnings from continuing operations $ 30 $ (13) $ (28) $ (11) ========= ========= ========= ========= ========= --------- --------- Basic net earnings per share $ 0.14 $ (0.05) ========= ========= --------- --------- Diluted net earnings per share $ 0.14 $ (0.05) ========= ========= Weighted average shares outstanding (thousands) Basic 220,184 220,184 Dilutive effect of stock options 926 8 -- 926 --------- --------- Diluted weighted average shares outstanding 221,110 221,110 ========= =========
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS 1. Intercompany Transactions and Balances To eliminate intercompany transactions between Weyerhaeuser and Willamette, except for intercompany profit in inventory as the intercompany profit was not significant. 2. Reclassifications To reclassify certain of Willamette's non-recurring operating gains and losses to conform to the format of Weyerhaeuser's unaudited Pro Forma Condensed Consolidated Statement of Earnings. 3. Unsolicited Takeover Defense Costs To eliminate the costs incurred by Willamette in defending against Weyerhaeuser's unsolicited takeover proposal. 4. Interest Expense and Amortization of Prepaid Bank Commitment Fee - To record $379 million of interest expense related to a total of approximately $6.3 billion indebtedness incurred to finance the acquisition of Willamette. The unaudited Pro Forma Condensed Consolidated Statements of Earnings assume that this indebtedness consists of: - $0.8 billion of borrowings under Weyerhaeuser credit facilities established in connection with the Willamette acquisition (the "Credit Facilities") at an assumed weighted average interest rate of 3.01% per annum, which assumed interest rate is based upon the interest rates in effect under those Credit Facilities as of August 8, 2002, and - $5.5 billion of debt securities issued on March 12, 2002 with a weighted average interest rate of 6.28% per annum, assuming a rate of interest of 3.45% per annum on $500 million of floating rate notes due 2003. - To record $54 million of amortization expense related to prepaid bank commitment fees incurred to obtain the credit facilities that were used to finance the acquisition of Willamette. The effect on pro forma net income of a 1/8 percent variance in the interest rate applied to the $1.3 billion in variable rate debt is approximately $1 million annually, or $250 thousand quarterly. 2 5. Depreciation of Step-up in Property, Plant and Equipment To recognize the additional depreciation expense resulting from the step-up of the book value of Willamette's property, plant and equipment from Willamette's historical cost basis to its estimated fair market value. The additional depreciation expense has been calculated on the straight-line basis over 15 years. 6. Depletion of Step-up in Timber To recognize the additional depletion expense resulting from the write-up of Willamette's timber and timberlands from Willamette's historical cost basis to estimated fair market value. The additional depletion expense has been calculated on a basis consistent with Weyerhaeuser's sustained yield methodology, with Willamette's historical cost of timber replaced by the estimated fair market value of the timber. In addition, this entry recognizes the effects on pool depletion rates of combining the Weyerhaeuser and Willamette timber holdings into combined depletion pools. 7. Income Tax Benefit and Expense To recognize the income tax benefit or expense related to interest expense, amortization of prepaid bank commitment fees, depreciation, depletion expense and the reversal of Willamette's unsolicited takeover defense costs. 8. Dilutive Effect of Converted Stock Options For calculating pro forma diluted net earnings per common share from continuing operations, the pro forma weighted average shares outstanding for each period was increased by Willamette stock options outstanding during the period, which were converted to Weyerhaeuser stock options. The pro forma basic and diluted earnings per share for the year ended December 30, 2001, and the thirteen weeks ended March 31, 2002, are calculated based upon the weighted average common shares outstanding as follows (in thousands):
Year ended Thirteen Weeks December 30, ended 2001 March 31, 2002 ---- -------------- Basic 219,644 220,184 Dilutive effect of stock options 555 926 ------- ------- Diluted 220,199 221,110 ======= =======
9. Goodwill In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, issued by the Financial Accounting Standards Board in June 2001, the excess purchase price allocated to goodwill has not been amortized in these unaudited pro forma condensed consolidated financial statements. 3 EX-99.2 4 v83615exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Weyerhaeuser Company, a Washington corporation (the "Company"), hereby certifies that: The Company's Current Report on Form 8-K dated August 9, 2002 (the "Form 8-K") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 8-K fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Steven R. Rogel - ----------------------------------- Steven R. Rogel Chief Executive Officer Dated: August 9, 2002 /s/ William C. Stivers - ----------------------------------- William C. Stivers Chief Financial Officer Dated: August 9, 2002 The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 8-K or as a separate disclosure document. -----END PRIVACY-ENHANCED MESSAGE-----