UNITED STATES
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) June 30, 2014
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
| Washington | 1-4825 | 91-0470860 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Federal Way, Washington 98063-9777
(Address of principal executive offices)
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:
| x | 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 8.01 Other Events.
On June 30, 2014, Weyerhaeuser Company (the “Company”) issued a press release announcing that (i) the final exchange ratio for its exchange offer that commenced on May 22, 2014 related to the split-off of Weyerhaeuser Real Estate Company (“WRECO”), an indirect wholly owned subsidiary of the Company, has been set at the upper limit of 1.7003 WRECO common shares for each Weyerhaeuser common share that is validly tendered and not properly withdrawn pursuant to the exchange offer and accepted by Weyerhaeuser, and (ii) because the upper limit is in effect, the exchange offer has been extended to 12:00 midnight, New York City time, on Wednesday, July 2, 2014, as provided by the terms of the exchange offer. The exchange offer is in connection with the previously announced “Reverse Morris Trust” transaction, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (“TRI Pointe”) will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release of Weyerhaeuser Company dated June 30, 2014. | |
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 | ||||||
| Date: June 30, 2014 | ||||||
| By: | /s/ Jeanne M. Hillman | |||||
| Name: | Jeanne M. Hillman | |||||
| Title: | Vice President and Chief Accounting Officer | |||||
Exhibit 99.1
Weyerhaeuser sets final exchange ratio for split-off of WRECO and announces automatic extension of exchange offer to midnight on Wednesday, July 2, 2014
FEDERAL WAY, Wash. (June 30, 2014) – Weyerhaeuser Company (NYSE:WY) today announced that the final exchange ratio for its exchange offer for Weyerhaeuser common shares will be 1.7003 common shares of Weyerhaeuser Real Estate Company (“WRECO”), Weyerhaeuser’s homebuilding business, for each Weyerhaeuser common share validly tendered and not properly withdrawn pursuant to the exchange offer. The exchange offer is in connection with the “Reverse Morris Trust” transaction, previously announced on November 4, 2013, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) (“TRI Pointe”) will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe (the “Merger”). In the Merger, each WRECO common share will automatically convert into the right to receive 1.297 shares of TRI Pointe common stock. As a result, Weyerhaeuser shareholders who tendered their Weyerhaeuser common shares in the exchange offer will receive approximately 2.2053 shares of TRI Pointe common stock for each Weyerhaeuser common share accepted for exchange. The exchange is expected to be tax-free to participating Weyerhaeuser shareholders for U.S. federal income tax purposes.
Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of Weyerhaeuser common shares that Weyerhaeuser accepts in the exchange offer may be less than the number of shares validly tendered by shareholders. Based on the final exchange ratio, Weyerhaeuser expects to accept for exchange approximately 58,813,151 of its common shares if the exchange offer is fully subscribed.
The final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, dated May 22, 2014 (the “Prospectus—Offer to Exchange”), would have resulted in an exchange ratio of more than the upper limit of 1.7003. Accordingly, the final exchange ratio has been set at 1.7003 WRECO common shares for each Weyerhaeuser common share accepted in the exchange offer. Based on the final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, tendering shareholders will receive approximately $1.05 of TRI Pointe common stock for each $1.00 of Weyerhaeuser common shares accepted for exchange.
Because the upper limit is in effect, the exchange offer has been automatically extended to 12:00 midnight, New York City time, on Wednesday, July 2, 2014, as provided by the terms of the exchange offer. Accordingly, Weyerhaeuser shareholders may tender or withdraw their Weyerhaeuser common shares until that time by following the procedures described in the Prospectus—Offer to Exchange, the Letter of Transmittal and the Exchange and Transmittal Information Booklet for Common Shares of Weyerhaeuser Company. The completion of the exchange offer is subject to certain conditions as set forth in the Prospectus—Offer to Exchange.
About Weyerhaeuser
Weyerhaeuser Company, a Washington corporation, is one of the world’s largest private owners of timberlands. Weyerhaeuser owns or controls nearly seven million acres of timberlands, primarily in the U.S., and manages another 13.9 million acres under long-term licenses in Canada. It manages these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood and specialty cellulose fibers products, and through WRECO it develops real estate, primarily as a builder of single-family homes. Weyerhaeuser is a real estate investment trust. Its business segments are timberlands (which includes logs, chips and timber), wood products (which includes softwood lumber, plywood, veneer, oriented strand board, hardwood lumber, engineered lumber, raw materials and building materials distribution), cellulose fibers (which includes fluff pulp, liquid packaging board and paper products) and real estate. Weyerhaeuser generated revenues of $2.0 billion during the three months ended March 31, 2014 and $8.5 billion during the year ended December 31, 2013. Weyerhaeuser is listed on the Dow Jones World Sustainability Index, and the company’s common stock trades on the New York Stock Exchange under the symbol WY.
Forward-Looking Statements
This communication contains forward-looking statements concerning Weyerhaeuser Company (“Weyerhaeuser”) and TRI Pointe Homes, Inc. (“TRI Pointe”). These statements are based on various assumptions and the current expectations of the management of Weyerhaeuser and TRI Pointe, and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on the operations or financial condition of Weyerhaeuser or TRI Pointe. Forward-looking statements included herein are made as of the date hereof, and Weyerhaeuser and TRI Pointe undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by the federal securities laws.
Some forward-looking statements discuss Weyerhaeuser’s and TRI Pointe’s plans, strategies and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “would,” “could,” “approximately,” “anticipates,” “estimates,” “targets,” “intends,” “likely,” “projects,” “positioned,” “strategy,” “future,” and “plans.” In addition, these words may use the positive or negative or other variations of those terms. Forward-looking statements in this document include statements regarding the expected effects on Weyerhaeuser, Weyerhaeuser Real Estate Company (“WRECO”) and TRI Pointe of the proposed distribution of WRECO to Weyerhaeuser’s shareholders and combination of WRECO with a subsidiary of TRI Pointe (the “Transaction”), the anticipated timing and benefits of the Transaction and whether the Transaction will be tax-free for Weyerhaeuser and its shareholders for U.S. federal income tax purposes. Forward-looking statements also include all other statements in this document that are not historical facts.
These statements are based on the current expectations of the management of Weyerhaeuser and TRI Pointe (as the case may be) and are subject to uncertainty and to changes in circumstances. Major risks, uncertainties and assumptions include, but are not limited to: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Weyerhaeuser’s and TRI Pointe’s ability to complete the Transaction on the anticipated terms and schedule, including the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; TRI Pointe’s ability to integrate WRECO successfully after the closing of the Transaction and to achieve anticipated synergies; the risk that disruptions from the Transaction will harm Weyerhaeuser’s or TRI Pointe’s businesses; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and the strength of the U.S. dollar; and other factors described under “Risk Factors” in each of Weyerhaeuser’s and TRI Pointe’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Additional Information and Where to Find It
In connection with the proposed “Reverse Morris Trust” transaction between TRI Pointe Homes, Inc. (“TRI Pointe”) and Weyerhaeuser Company (“Weyerhaeuser”), pursuant to which the homebuilding subsidiary of Weyerhaeuser, Weyerhaeuser Real Estate Company (“WRECO”) (with certain exclusions), will be combined with TRI Pointe, TRI Pointe has filed a registration statement on Form S-4 (No. 333-193248) with the Securities and Exchange Commission (“SEC”), which includes a prospectus. In addition, WRECO has filed a registration statement on Forms S-4 and S-1 (No. 333-193251) in connection with its separation from Weyerhaeuser. Investors and security holders are urged to read the registration statement/prospectus and any other relevant documents, because they contain important information about TRI Pointe, the real estate business of Weyerhaeuser and the proposed transaction. The registration statement/prospectus and any amendments and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. These documents can also be obtained free of charge from Weyerhaeuser upon written request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Vice President, Investor Relations, or by calling (253) 924-2058, or from TRI Pointe upon written request to TRI Pointe Homes, Inc., 19520 Jamboree Road, Irvine, California 92612, Attention: Investor Relations, or by calling (949) 478-8696.
Tender Offer Documents
On May 22, 2014, Weyerhaeuser Company (“Weyerhaeuser”) filed with the SEC a tender offer statement on Schedule TO regarding the proposed exchange offer for the split-off of the Weyerhaeuser real estate business as part of the proposed “Reverse Morris Trust” transaction between TRI Pointe Homes, Inc. and Weyerhaeuser. Investors and security holders are urged to read the tender offer statement (as updated and amended) filed by Weyerhaeuser with the SEC regarding the tender offer because it contains important information. Investors and security holders may obtain a free copy of the tender offer statement and other documents filed by Weyerhaeuser with the SEC on the SEC’s web site at www.sec.gov. The tender offer statement and these other documents may also be obtained free of charge from Weyerhaeuser by directing a request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Vice President, Investor Relations, or by calling Weyerhaeuser at (253) 924-2058.