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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): September 16, 2019

 

 

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

 

 

Washington

1-4825

91-0470860

 

 

 

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

 

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $1.25 per share

 

WY

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


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TABLE OF CONTENTS

 

 

Item 8.01. Other Events

 

Item 9.01. Financial Statements and Exhibits

 

Signatures

 

EXHIBIT 99.1

 

EXHIBIT 104

 


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Section 8 Other Events

Item 8.01. Other Events

 

On September 16, 2019, Weyerhaeuser Company issued a press release announcing that it has entered into a purchase and sale agreement to sell its 555,000 acres of Michigan timberlands to Lyme Great Lakes Holding LLC, an affiliate of The Lyme Timber Company LP, for $300 million in cash. The company expects to recognize a gain on the sale and anticipates no tax liability in connection with the transaction. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2019.

 

Forward Looking Statements

 

Statements in this current report on Form 8-K and the exhibit filed herewith concerning the expected occurrence, timing and tax implications of Weyerhaeuser’s sale of its Michigan timberlands, and any other statements in this report and in any exhibit filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements speak only as of the date hereof, are based on current expectations and involve and are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Weyerhaeuser may not be able to complete the sale of its Michigan timberlands within the stated time period, or at all, because of a number of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to a termination of the transaction under the terms of the purchase and sale agreement or the failure to satisfy other closing conditions. 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 company operations or financial condition. The company undertakes no obligation to update these forward-looking statements after the date of this report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

 

 

(d) Exhibits.     The following items are furnished as exhibits to this report.

 

 

 

 

 

Exhibit No.

Description

 

99.1

Press release of Weyerhaeuser Company issued on September 16, 2019.

 

104

Cover page interactive data file (embedded within the inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 


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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/ Kristy T. Harlan

Name:

 

Kristy T. Harlan

Its:

 

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

Date: September 16, 2019

 


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EXHIBIT INDEX

 

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press release of Weyerhaeuser Company issued on September 16, 2019.

104

 

Cover page interactive data file (embedded within the inline XBRL document).