-----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, VkUwJjZktCaodrkqMufGphcQpHj23mERCeL8UOzAhaszk0tbv0q7WAd9joxJ7CJl lTwiHSBjSD1ZLyqvb2MdLQ== 0000912057-02-003201.txt : 20020414 0000912057-02-003201.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-003201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020129 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: 02520963 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 a2069032z8-k.txt 8-K ================================================================================ 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): January 28, 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) ================================================================================ 2 ITEM 5. OTHER EVENTS Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), has entered into an Agreement and Plan of Merger dated as of January 28, 2002, among Weyerhaeuser, Company Holdings, Inc., a Washington corporation and a wholly owned subsidiary of Weyerhaeuser (the "Purchaser"), and Willamette Industries, Inc., an Oregon corporation ("Willamette") (the "Merger Agreement") pursuant to which Weyerhaeuser will acquire Willamette for $55.50 per share of Willamette common stock, in cash. The Merger Agreement contemplates the continuation of the Purchaser's existing tender offer to purchase all outstanding shares of Willamette common stock at a price of $55.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 28, 2000, the Supplement thereto dated May 7, 2001, the second Supplement thereto dated January 28, 2002 and in the revised Letter of Transmittal (collectively, the "Offer"). Following consummation of the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into Willamette (the "Merger") with Willamette surviving the Merger as a subsidiary of Weyerhaeuser, whereby all of the remaining outstanding shares of Willamette common stock will be converted into the right to receive $55.50 per share in cash. On January 28, 2002, Weyerhaeuser and Willamette issued a press release regarding the execution of the Merger Agreement. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit No. 2.1 hereto. 3 ITEM 7. EXHIBITS. EXHIBIT NO. DESCRIPTION - ------------- ------------ 2.1. Agreement and Plan of Merger dated as of January 28, 2002, by and among Weyerhaeuser Company, a Washington corporation, Company Holdings, Inc., a Washington corporation and a wholly owned subsidiary of Weyerhaeuser Company, and Willamette Industries, Inc., an Oregon corporation (incorporated by reference to Exhibit (a)(5)(QQQ) to Amendment No. 70 to Schedule TO filed by Weyerhaeuser Company and Company Holdings, Inc. on January 29, 2002). 99.1. Press Release dated January 28, 2002 (incorporated by reference to Exhibit (a)(5)(PPP) to Amendment No. 69 to Schedule TO filed by Weyerhaeuser Company and Company Holdings, Inc. on January 28, 2002). 4 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 ----------------------------- Name: Steven R. Rogel Title: President and Chief Executive Officer Dated: January 29, 2002 -----END PRIVACY-ENHANCED MESSAGE-----