-----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, Ckbu+IKKg4MbwDTJ0RWMX7Jg5qOLmaTGNdMFTfB1Doajnz2q18DymSnhZVXA3fNU f5vDw0TX1VQC2yo+I9yVDA== 0000950157-07-000267.txt : 20070216 0000950157-07-000267.hdr.sgml : 20070216 20070216145712 ACCESSION NUMBER: 0000950157-07-000267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 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: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 07630900 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 form8k.htm CURRENT REPORT Current Report

 

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): February 16, 2007


WEYERHAEUSER COMPANY
(Exact Name of Registrant as Specified in Charter)


Washington
(State or Other Jurisdiction of Incorporation)
1-4825
(Commission File Number)
91-0470860
(IRS Employer 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
 
 


 
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:
 
¨ 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))
 

 



 
 Item 2.02. Results of Operations and Financial Condition.
   
 On February 16, 2007, Weyerhaeuser Company issued a press release announcing financial results of the Weyerhaeuser Fine Paper Business for the fiscal quarter ended December 31, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
   
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
The following items are filed as exhibits to this report:
 
 
99.1
Press Release dated February 16, 2007 issued by Weyerhaeuser Company.


2



 
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.
 
 

     
         WEYERHAEUSER COMPANY
 
 
 
 
 
 
  By:                    /s/ Jeanne M. Hillman                                            
 
 Name:    Jeanne M. Hillman
                                                                                                                     
                                                                                   
 Title:        Vice President and
                 Chief Accounting Officer              
Date:  February 16, 2007    

 
3
 
EX-99.1 2 ex99-1.htm PRESS RELEASE Press Release
 
Exhibit 99.1
 
 
 
 
 
For Immediate Release
 
For More Information, Contact:
 
Media: Frank Mendizabal, (253) 924-3357
 
Analysts: Kathryn McAuley, (253) 924-2058
 
 
Weyerhaeuser Reports Fourth Quarter 2006 Fine Paper Business Earnings
 
 
FEDERAL WAY, Wash. (Feb. 16, 2007) - Weyerhaeuser Company (NYSE: WY) today reported the fourth quarter 2006 results of the Weyerhaeuser Fine Paper Business (a business unit of Weyerhaeuser Company) which includes assets that are expected to be combined with Domtar, Inc. (TSE/NYSE: DTC) in a transaction previously announced by Weyerhaeuser Company and Domtar Inc. The Weyerhaeuser Fine Paper Business had fourth quarter net earnings of $105 million, or $0.37 per share, on net sales of $872 million. Operating income was $149 million. Included in earnings in the fourth quarter was a gain of $65 million pre tax for the refund of countervailing and anti-dumping duties on Canadian softwood lumber sold in the United States.
 
For the year ended December 31, 2006, the Weyerhaeuser Fine Paper Business had a net loss of $613 million, or $2.18 per share, on net sales of $3.3 billion. Operating loss was $562 million.
 
These results have been derived from the historical accounting records of Weyerhaeuser Company and have not yet been audited. The historical operating results of the Weyerhaeuser Fine Paper Business may not be indicative of what they would have been had the Weyerhaeuser Fine Paper Business been a stand-alone entity, nor are they necessarily indicative of what the Weyerhaeuser Fine Paper Business operating results may be in the future.
 
The Weyerhaeuser Fine Paper Business has no common stock authorized or outstanding. As a result, earnings per share is based on the estimated number of shares of Domtar Corporation common stock that Weyerhaeuser Company would have received as consideration had the transaction closed on December 31, 2006.

As previously announced on Aug. 23, Weyerhaeuser Company and Domtar Inc. entered into a definitive agreement to combine Weyerhaeuser Company’s fine paper business and related assets with Domtar Inc. to form Domtar Corporation, which will become North America’s largest producer of fine paper.
 
On Feb. 2, Weyerhaeuser Company announced an offer to its shareholders for the exchange of some or all of their common shares of Weyerhaeuser Company and exchangeable shares of Weyerhaeuser Company Limited (TSE: WYL) for shares of Domtar Corporation common stock.
 
 

 
 
The exchange is expected to be tax-free to participating Weyerhaeuser Company shareholders for U.S. federal income tax purposes. The offer will expire at 12:00 midnight, New York City time, on March 2, unless extended or terminated.
 
The Prospectus-Offer to Exchange included in the Registration Statement on Forms S-4 and S-1 filed by Domtar Corporation with the Securities and Exchange Commission more fully describes the terms and conditions of the exchange offer.
 
 
ADDITIONAL INFORMATION
 
This announcement is for informational purposes only and is neither an offer to sell nor an offer to buy any securities or a recommendation as to whether you should participate in the exchange offer announced previously. The offer is made solely by the Prospectus-Offer to Exchange and related letters of transmittal.
 
Investors and shareholders are urged to read the Prospectus-Offer to Exchange, and any other relevant documents filed with the Securities and Exchange Commission, when they become available and before making any investment decisions. None of Weyerhaeuser Company, Weyerhaeuser Company Limited, Domtar Inc., Domtar Corporation or any of their respective directors or officers makes any recommendation as to whether you should participate in the exchange offer. You can obtain a free copy of the Prospectus-Offer to Exchange and other related documents filed by Weyerhaeuser Company or Domtar Corporation with the Securities and Exchange Commission at www.sec.gov.
 
 
 
ABOUT WEYERHAEUSER COMPANY
 
Weyerhaeuser Company, one of the world’s largest integrated forest products companies, was incorporated in 1900. In 2006, sales were $21.9 billion. It has offices or operations in 18 countries, with customers worldwide. Weyerhaeuser Company 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 Company’s businesses, products and practices is available at http://www.weyerhaeuser.com.
 
 
ABOUT THE WEYERHAEUSER FINE PAPER BUSINESS
 
The Weyerhaeuser Fine Paper Business is the second largest integrated manufacturer of uncoated free sheet in North America and the third largest in the world based on production capacity. In 2006, sales were $3.3 billion. The Weyerhaeuser Fine Paper Business has six uncoated free sheet mills in the United States and two in Canada (one of which is currently not in operation), one coated groundwood mill in the United States, a pulp mill in Canada and owns or has an equity interest in three sawmills in Canada.
 

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