-----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, HWwkDXiV4AOxIf7VE6r940NJl7XwR2LOtvKpRDoYvoBUKdwuungvUJfdG6dLt/AI nYSckEwfrMdKZu3VnEv/cg== 0001032210-01-500905.txt : 20010802 0001032210-01-500905.hdr.sgml : 20010802 ACCESSION NUMBER: 0001032210-01-500905 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010731 EFFECTIVENESS DATE: 20010731 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-66412 FILM NUMBER: 1694516 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 S-3MEF 1 ds3mef.txt ADD'L SECURITIES FILED PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission on August 1, 2001. Registration No.333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- Weyerhaeuser Company (Exact name of Registrant as specified in its charter) Washington 91-0470860 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 33663 Weyerhaeuser Way Federal Way, WA 98003 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------------- Claire S. Grace Weyerhaeuser Company 33663 Weyerhaeuser Way Federal Way, WA 98003 (253) 924-2345 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ---------------------- Copies to: Eric S. Haueter Sidley Austin Brown & Wood LLP 555 California Street San Francisco, California 94104 (415) 772-1200 ---------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-36753 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] __________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] __________________ CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Maximum Proposed Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Registration Securities to be Registered Registered (1) Per Unit(1) Offering Price(1)(2) Fee - -------------------------------------------------------------------------------------------------------------------------------- Debt Securities (3).................................... $140,000,000 -- $140,000,000 Preferred Shares....................................... -- Preference Shares...................................... -- Total.................................................. $140,000,000 -- $140,000,000 $ 35,000 __________________________________ (Footnotes on next page)
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933. ================================================================================ (1) Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. Securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies, currency units or composite currencies. Securities registered hereby may be sold separately, together or in units with other securities registered hereby. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o). The proposed maximum offering price will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. (3) If any Debt Securities are issued at an original issue discount, then such greater amount as may be sold for an aggregate initial offering price of up to the proposed maximum aggregate offering price set forth above. Incorporation by Reference of Registration Statement on Form S-3, File No. 333-36753 Weyerhaeuser Company (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Company's Registration Statement on Form S-3 (File No. 333-36753) declared effective on October 3, 1997 by the Securities and Exchange Commission. Certificate Pursuant to Rule 111(b)(2) Weyerhaeuser Company, a Washington corporation (the "Registrant"), hereby certifies to the Securities and Exchange Commission (the "Commission") as set forth below. This certificate is being delivered in connection with the filing by the Registrant under the Securities Act of 1933, as amended, and Rule 462(b) promulgated thereunder of a registration statement on Form S-3 (the "Abbreviated Registration Statement") relating to the registration of additional securities of the same classes as were registered by the Registrant's registration statement on Form S-3 (Registration No. 333-36753), which was declared effective by the Commission on October 3, 1997. 1. The Registrant has transmitted instructions to Bank of America (the "Bank") to transmit to the Commission by wire transfer of immediately available funds the registration fee payable in connection with the Abbreviated Registration Statement. 2. The Registrant will not revoke the instructions referred to above. 3. The Registrant has sufficient funds in the relevant account at the Bank to cover the amount of such registration fee. IN WITNESS WHEREOF, the Registrant has caused this certificate to be executed by a duly authorized officer on July 31, 2001. WEYERHAEUSER COMPANY By: /s/ Claire S. Grace ---------------------------------- Name: Claire S. Grace Title: Assistant General Counsel and Corporate Secretary SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Federal Way, State of Washington, on this 31st day of July, 2001. WEYERHAEUSER COMPANY By /s/ Claire S. Grace ------------------------------------- Claire S. Grace Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert A. Dowdy and Claire S. Grace, and each of them, as true and lawful attorneys-in-fact, with full power of substitution and resubstitution, to execute in the name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------------------------------------------------------------------------------------- /s/ Steven R. Rogel President, Chief Executive Officer July 30, 2001 - ---------------------------------------------- and Director Steven R. Rogel /s/ William C. Stivers Executive Vice President and July 30, 2001 - ---------------------------------------------- Chief Financial Officer William C. Stivers /s/ Kenneth J. Stancato Vice President and Controller July 30, 2001 - ---------------------------------------------- Kenneth J. Stancato
Signature Title Date - ---------------------------------------------------------------------------------------------------- /s/ W. John Driscoll Director July 30, 2001 - ---------------------------------------------- W. John Driscoll /s/ Richard F. Haskayne Director July 30, 2001 - ---------------------------------------------- Richard F. Haskayne /s/ Robert J. Herbold Director July 30, 2001 - ---------------------------------------------- Robert J. Herbold /s/ Martha R. Ingram Director July 30, 2001 - ---------------------------------------------- Martha R. Ingram /s/ John I. Kieckhefer Director July 30, 2001 - ---------------------------------------------- John I. Kieckhefer /s/ Arnold G. Langbo Director July 30, 2001 - ---------------------------------------------- Arnold G. Langbo /s/ Donald F. Mazankowski Director July 30, 2001 - ---------------------------------------------- Donald F. Mazankowski /s/ William D. Ruckelshaus Director July 30, 2001 - ---------------------------------------------- William D. Ruckelshaus /s/ Richard H. Sinkfield Director July 30, 2001 - ---------------------------------------------- Richard H. Sinkfield /s/ James N. Sullivan Director July 30, 2001 - ---------------------------------------------- James N. Sullivan /s/ Clayton K. Yeutter Director July 30, 2001 - ---------------------------------------------- Clayton K. Yeutter
EXHIBIT INDEX Exhibits - -------- 5.1 Opinion of Claire S. Grace 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Claire S. Grace (included in Exhibit 5.1) 24 Power of Attorney (included on signature pages hereof) EX-5.1 3 dex51.txt OPINION OF CLAIRE S. GRACE Exhibit 5.1 Opinion of Claire S. Grace July 31, 2001 Weyerhaeuser Company Federal Way WA 98477 Dear Sirs and Mesdames: I am Assistant General Counsel of Weyerhaeuser Company, a Washington corporation (the "Company") and in such capacity, I have examined the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission in connection with the registration under Rule 462(b) of the Securities Act of 1933, as amended (the "1933 Act"), of $140,000,000 aggregate offering price of debt securities (the "Debt Securities") and preferred shares or preference shares (the "Shares") (collectively, the "Securities") of the same classes as were registered under the Company's Registration Statement on Form S-3 (Registration No, 333-36753), declared effective October 3, 1997, for an offering to be made on a continuous or delayed basis pursuant to the provisions of Rule 415 promulgated under the 1933 Act. I have examined the Indenture dated as of April 1, 1986, as supplemented by the First Supplemental Indenture, dated as of February 15, 1991 and the Second Supplemental Indenture dated as of February 1, 1993 (the "Indenture") between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee, under which the Debt Securities are to be issued. I am familiar with the proceedings heretofore taken and with the additional proceedings proposed to be taken by the Company in connection with the authorization, registration, issuance and sale of the Debt Securities and the Shares. Based upon the foregoing, I am of the opinion that: (a) upon compliance with the terms and conditions of the Indenture with respect to the creation, authentication and delivery of the Debt Securities, the due execution by the Company and authentication and delivery by the Trustee under the Indenture of the Debt Securities, and the sale of the Debt Securities by the Company as contemplated in the Registration Statement (after effectiveness) and in accordance with corporate authorizations, the Debt Securities will constitute in the hands of holders thereof valid and binding obligations of the Company; and (b) upon the issuance, delivery and payment for the Shares as contemplated in the Registration Statement (after it is declared effective), the Shares will be duly and validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Opinions" in the Prospectus. Very truly yours, Claire S. Grace Assistant General Counsel EX-23.1 4 dex231.txt CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 Consent of Independent Public Auditors As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 7, 2001 on our audit of the consolidated financial statements of Weyerhaeuser Company and subsidiaries and the related financial statement schedule incorporated by reference and included in Weyerhaeuser Company's Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Seattle, Washington July 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----