-----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, O9mUoXbsFobDUDaJ/MLMMwfu3RJeLDnmjKfvFVVD+5Gl+hUdl/X2p5I8EcUEUxVl 91hBpYzYyLxyCgrK08ff9A== 0000950134-08-011782.txt : 20080625 0000950134-08-011782.hdr.sgml : 20080625 20080625083516 ACCESSION NUMBER: 0000950134-08-011782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080619 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080625 DATE AS OF CHANGE: 20080625 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 08915553 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 v41763e8vk.htm FORM 8-K e8vk
 
 
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
June 19, 2008
(Date of earliest event report)
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
         
Washington   1-4825   91-0470860
         
(State or other   (Commission   (IRS Employer
jurisdiction of   File Number)   Identification
incorporation or       Number)
organization)        
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
     Effective June 30, 2008, Richard E. Hansen, executive vice president and chief operating officer, will retire from his position. Effective June 30, 2008, Edward P. Rogel, senior vice president, Human Resources, will retire from his position.
     On June 19, 2008, Thomas F. Gideon, 56, was appointed as executive vice president, effective July 1, 2008. Prior to becoming executive vice president, Mr. Gideon served as senior vice president, Containerboard, Packaging and Recycling from 2007. He was senior vice president, Timberlands, from 2005 to 2007; vice president, Western Timberlands, from 2003 to 2005; and director of Sales and Marketing for Western Timberlands from 1998 to 2003. He joined Weyerhaeuser in 1978 and held numerous human resources and sales management positions in Wood Products before moving into Western Timberlands in 1996.
On June 19, 2008, John Hooper, 53, was appointed as senior vice president, Human Resources effective July 7, 2008. Prior to becoming senior vice president, Mr. Hooper served as vice president, Human Resources Operations from 2006. He was a human resources director from 2003 to 2006 and a strategic projects consultant beginning in 2001, when he joined Weyerhaeuser to assist in the integration of Willamette Industries, to 2003. Prior to joining Weyerhaeuser, he was a management consultant specializing in culture change, best practices, human resources strategy and change management from 1986 to 2001. He also held leadership roles in Human Resources with Tektronix, Inc. (test, measurement and monitoring products) from 1980 to 1986 and Eaton Corp. (diversified industrial manufacturer) from 1976 to 1979.
     The Company issued the attached press release in connection with these changes.
     Steve Rogel will retire as a Weyerhaeuser employee effective June 30, 2008. Mr. Rogel will continue to serve as the chairman of the Board of Directors of the company. As a non-employee director of the Company, Mr. Rogel is entitled to receive the standard director retainer fee of $140,000, half of which is paid in retainer deferred stock unit awards. The Board of Directors also approved an additional $260,000 fee for serving as Chairman of the Board.
     Daniel S. Fulton was appointed as chief executive officer effective April 17, 2008. On June 19, 2008 the Board of Directors approved a grant of 130,000 stock options to Mr. Fulton in recognition of his additional responsibilities as president and chief executive officer. The options are exercisable beginning 12 months after the grant date, with 25% of the shares in the grant becoming exercisable at that time and an additional 25% of the shares becoming exercisable on each successive anniversary of the grant date. The options were granted for a term of 10 years and have an exercise price of $55.40 per share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
     (d) Exhibits
     
     99.1   Press release, dated June 25, 2008 issued by Weyerhaeuser Company

 


 

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/ Jeanne Hillman    
 
     
 
Its: Vice President and
   
 
             Chief Accounting Officer    
Date: June 25, 2008

 


 

EXHIBIT INDEX
     
     99.1   Press release, dated June 25, 2008 issued by Weyerhaeuser Company
EX-99.1 2 v41763exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
For immediate release
For more information contact:
Media – Bruce Amundson (253) 924-3047
Analysts – Kathryn McAuley (253) 924-2058
Weyerhaeuser Announces New Roles for Gideon, Hooper;
Richard Hanson, Ed Rogel Announce Retirements
FEDERAL WAY, Wash. (June 25, 2008) – Weyerhaeuser Company (NYSE: WY) today announced the promotions of Thomas F. Gideon to executive vice president – Forest Products and John A. Hooper to senior vice president – Human Resources.
Gideon, 56, assumes his new role on July 1 after Richard E. Hanson, 64, retires on June 30. Hanson has served as executive vice president and chief operating officer since 2003. In his new role, Gideon will oversee the company’s timberlands, wood products, and cellulose fibers businesses in addition to the research and development, information technology, procurement, and logistics functions.
Hooper, 53, succeeds Edward P. Rogel, 62, effective July 7. Rogel retires on June 30 after heading up the human resources department since 2003.
Gideon and Hooper will report directly to Daniel S. Fulton, president and chief executive officer.
“Tom and John are strong leaders with the background and vision necessary to help us shape the future direction of Weyerhaeuser,” Fulton said. “Tom inherits a proven team of leaders with whom he will work to continue to improve the performance of our businesses. At a time when we are identifying, developing and retaining the talent necessary to compete in our changing markets, John’s leadership, energy and focus will be critical to our long-term success.”
Fulton thanked Hanson and Rogel for their contributions to Weyerhaeuser since both joined the company in 1969.
“Throughout their careers, Rich and Ed have continually worked to create a stronger company and we are indebted to them for their commitment and dedication,” Fulton said. “Through my close working relationship with them on the senior management team, I have valued their counsel, insight and leadership.”
About Thomas F. Gideon
Gideon has been senior vice president, Containerboard, Packaging and Recycling since March 2007. He was senior vice president, Timberlands, from 2005 to 2007. He was vice president, Western Timberlands, from 2003 to 2005 and director of Sales and Marketing for Western Timberlands from 1998 to 2003. He joined Weyerhaeuser in 1978 and held numerous human resources and sales management positions in Wood Products before moving into Western Timberlands in 1996.
About John A. Hooper
Hooper has served as vice president, Human Resources operations since 2006 after joining Weyerhaeuser in 2001 to assist in the integration of Willamette Industries. He also led the several of the company’s strategic workforce initiatives. Prior to being employed by Weyerhaeuser, Hooper founded and operated two consulting firms specializing in culture change, best practices, human resources strategy and change management; one of which he sold to Watson Wyatt, a global leader in human resources consulting. He also held HR leader roles with Tektronix from 1980 to 1986 and Eaton Corp. from 1976 to 1979.
About Richard E. Hanson
Hanson has been executive vice president and chief operating officer since 2003. He was executive vice president, Timberlands, from 2002 to 2003 and was senior vice president,

 


 

Timberlands, from 1999 to 2002. He was vice president, Western Timberlands from 1996 to 1998. He joined Weyerhaeuser in 1969 and has held numerous management positions in the Timberlands, Wood Products and Paper businesses.
About Edward P. Rogel
Rogel has been senior vice president, Human Resources since 2003. He was vice president, Human Resources Operations from 2000 to 2003. He joined Weyerhaeuser in 1969 and has held numerous positions in the Timberlands, Wood Products and Pulp businesses in addition to holding corporate-wide responsibilities.
About Weyerhaeuser
Weyerhaeuser Company, one of the world’s largest forest products companies, was incorporated in 1900. In 2007, sales were $16.3 billion. It has offices or operations in 13 countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate construction, development and related activities. Additional information about Weyerhaeuser’s businesses, products and practices is available at http://www.weyerhaeuser.com.

 

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