WEYERHAEUSER CO
S-3/A, 1994-04-04
PAPERS & ALLIED PRODUCTS
Previous: TEXACO INC, DEF 14A, 1994-04-04
Next: FIDELITY SUMMER STREET TRUST, 485APOS, 1994-04-04



<PAGE>
 
      
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1994     
                                                     
                                                  REGISTRATION NO. 33-52789     
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                ---------------
                                 
                              AMENDMENT NO. 1     
                                       
                                    TO     
 
                                    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                 (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)
 
                            TACOMA, WASHINGTON 98477
                                 (206) 924-2345
       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
 
                                ---------------
 
                                SANDY D. MCDADE
                              WEYERHAEUSER COMPANY
                            TACOMA, WASHINGTON 98477
                                 (206) 924-5272
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                                ---------------
 
                                   COPIES TO:
                               FRANCIS J. MORISON
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                               NEW YORK, NY 10017
 
                                ---------------
 
  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 and other factors.
 
  If the only securities being registered on this Form are to be 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]
       
                                ---------------
 
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
       
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
   
(Subject to Completion Dated April 4, 1994)     
 
 
                              Weyerhaeuser Company
               Debt Securities Preferred Shares Preference Shares
 
                                  -----------
 
  Weyerhaeuser Company (the "Company") may offer from time to time its (i) debt
securities (the "Debt Securities") (ii) preferred shares and (iii) preference
shares, at an aggregate initial offering price not to exceed the equivalent of
$1,000,000,000, on terms to be determined at the time of sale. The Debt
Securities, preferred shares and preference shares are herein collectively
referred to as the "Securities". As used herein, Debt Securities shall include
Debt Securities denominated in U.S. dollars or, at the option of the Company if
so specified in the accompanying Prospectus Supplement (the "Prospectus
Supplement"), in any other currency, including composite currencies such as the
European Currency Unit. If this Prospectus is being delivered in connection
with a sale of Debt Securities, the specific designation, aggregate principal
amount, maturity, rate and time of payment of any interest, purchase price, any
terms for mandatory or optional redemption (including any sinking fund), any
modification of the covenants and any other specific terms in connection with
the sale of the Debt Securities in respect of which this Prospectus is being
delivered (the "Offered Debt Securities"), are set forth in the accompanying
Prospectus Supplement. If this Prospectus is being delivered in connection with
a sale of preferred shares or preference shares, the specific designation,
number of shares, purchase price and rights, preference and privileges thereof
and any qualifications or restrictions thereon (including dividends,
liquidation value, voting rights, terms of conversion or exchange (if any),
terms for mandatory or optional redemption (if any) and any other specific
terms of the preferred shares or the preference shares in respect of which this
Prospectus is being delivered (the "Offered Shares"), are set forth in the
accompanying Prospectus Supplement. The Offered Debt Securities and the Offered
Shares are herein collectively referred to as the "Offered Securities." The
Prospectus Supplement also contains information about any listing of the
Offered Securities on a securities exchange.
 
                                  -----------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
    ADEQUACY OF  THIS PROSPECTUS. ANY  REPRESENTATION TO THE CONTRARY  IS A
     CRIMINAL OFFENSE.
 
                                  -----------
 
  The Securities may be offered directly, through agents designated from time
to time, through dealers or through underwriters. Such underwriters may include
Morgan Stanley & Co. Incorporated and/or Goldman, Sachs & Co. and/or other
underwriters, acting alone or with other underwriters. See "Plan of
Distribution." Any such agents, dealers or underwriters are set forth in the
Prospectus Supplement. If an agent of the Company or a dealer or underwriter is
involved in the offering of the Offered Securities, the agent's commission,
dealer's purchase price, underwriter's discount and net proceeds to the Company
will be set forth in, or may be calculated from, the Prospectus Supplement. Any
underwriters, dealers or agents participating in the offering may be deemed
"underwriters" within the meaning of the Securities Act of 1933.
 
                                  -----------
   
April   , 1994     
<PAGE>
 
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND
ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE THEREOF.
 
                               ----------------
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.; Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois; and 7
World Trade Center, New York, New York. Copies of such information can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York, at the office of the Midwest Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois, and at the office of the Pacific Stock Exchange, 301
Pine Street, San Francisco, California or 618 South Spring Street, Los Angeles,
California. This Prospectus does not contain all information set forth in the
Registration Statement and the exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933, as amended, and to which
reference is hereby made.
 
                               ----------------
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The Company's Annual Report on Form 10-K for the year ended December 26, 1993
filed with the Commission pursuant to Section 13 or 15(d) of the 1934 Act is
incorporated by reference in this Prospectus.
 
  All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
 
  The Company will provide without charge upon written or oral request, to each
person to whom a copy of this Prospectus is delivered, a copy of the material
described above (not including exhibits to such documents unless such exhibits
are specifically incorporated by reference into such documents). Requests
should be directed to Weyerhaeuser Company, Tacoma, Washington 98477,
Attention: Richard J. Taggart, Director of Investor Relations, telephone (206)
924-2058.
 
  IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE
THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                                       ii
<PAGE>
 
                                  THE COMPANY
 
  Weyerhaeuser Company was incorporated in the state of Washington in January
1900, as Weyerhaeuser Timber Company. It is principally engaged in the growing
and harvesting of timber and the manufacture, distribution and sale of forest
products; real estate development and construction; and financial services.
Its principal business segments include timberlands and wood products, pulp
and paper products, real estate development and construction, and financial
services.
 
                                USE OF PROCEEDS
 
  Unless otherwise specified in the applicable Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Securities offered
hereby will be added to the Company's general funds and will be used for
general corporate purposes, including working capital, capital expenditures,
reduction of the Company's short-term debt or commercial paper presently
classified as long-term debt and acquisitions. Pending such application, the
net proceeds may be invested in marketable securities.
 
     RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
                   PREFERRED AND PREFERENCE SHARE DIVIDENDS
 
  The following table sets forth the ratios of earnings to fixed charges and
earnings to fixed charges and preferred and preference share dividends for the
Company for the periods indicated.
 
<TABLE>
<CAPTION>
                                                                 YEAR
                                                       ------------------------
                                                       1993 1992 1991 1990 1989
                                                       ---- ---- ---- ---- ----
<S>                                                    <C>  <C>  <C>  <C>  <C>
Ratio of earnings to fixed charges(1)................. 2.89 2.27 0.52 2.19 1.82
Ratio of earnings to fixed charges and preferred and
 preference share dividends(2)........................ 2.89 2.27 0.52 2.10 1.72
</TABLE>
- --------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
    earnings consist of income before income taxes, extraordinary item, effect
    of accounting changes and fixed charges. Fixed charges consist of interest
    on indebtedness, amortization of debt expense and one-third of rents which
    is deemed representative of an interest factor. This ratio excludes the
    interest paid on deposit accounts by Republic Federal Savings and Loan
    Association, a subsidiary of the Company acquired during 1985 and
    dissolved during 1992. If such interest is included, the ratio would be
    2.89, 2.25, 0.57, 2.05 and 1.71 for the fiscal years ended December 26,
    1993, December 27, 1992, December 29, 1991, December 30, 1990 and December
    31, 1989, respectively. The ratio of Weyerhaeuser Company with its
    Weyerhaeuser Real Estate Company and Weyerhaeuser Financial Services, Inc.
    subsidiaries accounted for on the equity method, but excluding the
    undistributed earnings of those subsidiaries is 4.02, 3.32, 0.61, 3.67 and
    3.92 for the fiscal years ended December 26, 1993, December 27, 1992,
    December 29, 1991, December 30, 1990 and December 31, 1989, respectively.
 
(2) For the purpose of calculating the ratio of earnings to fixed charges and
    preferred and preference share dividends, earnings consist of income
    before income taxes, extraordinary item, effect of accounting changes,
    fixed charges and preferred and preference share dividends. Fixed charges
    consist of interest on indebtedness, amortization of debt expense and one-
    third of rents which is deemed representative of an interest factor. This
    ratio excludes the interest paid on deposit accounts by Republic Federal
    Savings and Loan Association, a subsidiary of the Company acquired during
    1985 and dissolved during 1992. If such interest is included, the ratio
    would be 2.89, 2.25, 0.57, 1.97 and 1.63 for the fiscal years ended
    December 26, 1993, December 27, 1992, December 29, 1991, December 30, 1990
    and December 31, 1989, respectively. The ratio of Weyerhaeuser Company
    with its Weyerhaeuser Real Estate Company and Weyerhaeuser Financial
    Services, Inc. subsidiaries accounted for on the equity method, but
    excluding the undistributed earnings of those subsidiaries is 4.02, 3.32,
    0.61, 3.32 and 3.30 for the fiscal years ended December 26, 1993, December
    27, 1992, December 29, 1991, December 30, 1990 and December 31, 1989,
    respectively.
 
                                      iii
<PAGE>
 
                         DESCRIPTION OF DEBT SECURITIES
 
  The Offered Debt Securities are to be issued in one or more series under an
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
Chemical Bank, as Trustee (the "Trustee"). A copy of the Indenture dated April
1, 1986 is filed as an exhibit to the Company's Annual Report on Form 10-K
(File No. 1-4825) for the year ended December 28, 1986 and copies of the First
Supplemental Indenture and the Second Supplemental Indenture have been filed as
exhibits to the Company's Registration Statement on Form S-3 (No. 33-52982).
The following summary of certain provisions of the Indenture does not purport
to be complete and is qualified in its entirety by reference to the Indenture.
The numerical references in parentheses below are to provisions of the
Indenture. Whenever a defined term is indicated, the definition thereof is
contained in the Indenture.
 
GENERAL
 
  The Indenture does not limit the amount of debentures, notes or other
evidences of indebtedness ranking pari passu with the Debt Securities which may
be issued thereunder (such securities issued under the Indenture being herein
referred to as "Debt Securities"). The Indenture provides that Debt Securities
may be issued from time to time in one or more series and may be denominated
and payable in foreign currencies or units based on or relating to foreign
currencies, including European Currency Units ("ECUs"). The ECU is an
accounting unit calculated as the weighted average of currencies of the
European Community countries in which relative weights are derived based on
each country's share in intra-European trade and output. Such weights are
subject to periodic realignment upon the deviation of any such currency beyond
its prescribed band of fluctuation. The ECU serves primarily as the accounting
unit for the European Monetary System. Special United States federal income tax
considerations applicable to any Debt Securities as denominated are described
in the relevant Prospectus Supplement. The Debt Securities will be unsecured
and will rank on a parity with any other unsecured and unsubordinated
obligations of the Company.
 
  Reference is made to the Prospectus Supplement for the following terms of the
Offered Debt Securities (to the extent such terms are applicable to such Debt
Securities): (i) designation, aggregate principal amount, purchase price and
denomination; (ii) currency or units based on or relating to currencies in
which such Debt Securities are denominated and/or in which principal (and
premium, if any) and/or any interest will or may be payable; (iii) any date of
maturity; (iv) interest rate or rates (or method by which such rate will be
determined), if any; (v) the dates on which any such interest will be payable;
(vi) the place or places where the principal of, premium, if any, and interest,
if any, on the Offered Debt Securities will be payable; (vii) any redemption or
sinking fund provisions; (viii) any applicable United States federal income tax
consequences, including whether and under what circumstances the Company will
pay additional amounts on Offered Debt Securities held by a person who is not a
U.S. person (as defined in the Prospectus Supplement) in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Debt Securities rather than pay
such additional amounts; and (ix) any other specific terms of the Offered Debt
Securities, including additional events of default or covenants provided for
with respect to such Debt Securities and any terms which may be required by or
advisable under United States laws or regulations.
 
  Debt Securities may be presented for exchange and registered Debt Securities
may be presented for transfer in the manner, at the places and subject to the
restrictions set forth in the Debt Securities and the Prospectus Supplement.
See "Description of Debt Securities-Global Securities" below. Such services
will be provided without charge, other than any tax or other governmental
charge payable in connection therewith, but subject to the limitations provided
in the Indenture.
 
  Debt Securities may be issued under the Indenture as Original Issue Discount
Securities (bearing either no interest or bearing interest at a rate which at
the time of issuance is below the prevailing market rate) to be sold at a
substantial discount below their stated principal amount. Any special United
States federal
 
                                       iv
<PAGE>
 
income tax and other considerations applicable to such Original Issue Discount
Securities will be described in the Prospectus Supplement relating thereto.
 
  Debt Securities may be issued, from time to time, with the principal amount
payable on any principal payment date, or the amount of interest payable on any
interest payment date, to be determined by reference to one or more currency
exchange rates, commodity prices, equity indices or other factors. Holders of
such Debt Securities may receive a principal amount on any principal payment
date, or a payment of interest on any interest payment date, that is greater
than or less than the amount of principal or interest otherwise payable on such
dates, depending upon the value on such dates of the applicable currency,
commodity, equity index or other factor. Information as to the methods for
determining the amount of principal or interest payable on any date, the
currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional tax considerations will
be set forth in the applicable Prospectus Supplement.
 
GLOBAL SECURITIES
 
  The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security")
that will be deposited with a depositary (a "Depositary") or with a nominee for
a Depositary identified in the Prospectus Supplement relating to such series
and registered in the name of the Depositary or a nominee thereof. In such
case, one or more Registered Global Securities will be issued in a denomination
or aggregate denominations equal to the portion of the aggregate principal
amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor.
 
  The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
 
  The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Depositary holds securities that its
Participants (as defined below) deposit with the Depositary. The Depositary
also facilitates the settlement among Participants of securities transactions
through electronic computerized book-entry changes in Participants' accounts
thereby eliminating the need for physical movement of securities certificates.
Participants include securities brokers and dealers (including one or more
underwriters or agents of the Company), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. The rules applicable to the
Depositary and its Participants are on file with the Commission.
 
  Ownership of beneficial interests in a Registered Global Security registered
in the name of Depositary (a "Book-Entry Note") will be limited to persons that
have accounts with the Depositary ("Participants") or persons that may hold
interests through Participants. Upon the issue of a Book-Entry Note, the
Depositary will credit, on its book-entry registration and transfer system, the
Participants' accounts with the respective principal amounts of the Book-Entry
Notes beneficially owned by such Participants. The accounts to be credited
shall be designated by any dealers, underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary
 
                                       v
<PAGE>
 
(with respect to interests of Participants) and on the records of Participants
(with respect to interests of persons holding through Participants).
 
  So long as the Depositary, or its nominee, is the registered owner of a
Registered Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Book-Entry Notes
represented by such Registered Global Security for all purposes under the
Indenture or a Registered Global Security. Except as provided below, owners of
beneficial interests in a Registered Global Security will not be entitled to
have the Book-Entry Notes represented by such Registered Global Securities
registered in their names, will not receive or be entitled to receive physical
delivery of Certificated Notes exchanged for Book-Entry Notes and will not be
considered the owners or holders thereof under the Indenture. Accordingly, each
Person owning a beneficial interest in a Registered Global Security must rely
on the procedures of the Depositary and, if such Person is not a Participant,
on the procedures of the Participant through which such Person owns its
interest, to exercise any rights of a holder under the Indenture or a
Registered Global Security. The Company understands that under existing policy
of the Depositary and industry practices, in the event that the Company
requests any action of holders or that an owner of a beneficial interest in
such a Registered Global Security desires to give any notice or take any action
(including, without limitation, any action pursuant to Section 5.7 of the
Indenture) which a holder is entitled to give or take under the Indenture or a
Registered Global Security, the Depositary would authorize the Participants
holding the relevant beneficial interests to give such notice or take such
action. Any beneficial owner that is not a Participant must rely on the
contractual arrangements it has directly, or indirectly through its financial
intermediary, with a Participant to give such notice or take such action.
 
  Payment of principal of and premium, if any, and interest on Notes registered
in the name of the Depositary or its nominee will be made to the Depositary or
its nominee, as the case may be, as the registered owner of the Registered
Global Security representing such Book-Entry Notes. None of the Company, the
Trustee or any other agent of the Company or agent of the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. The Company expects that the Depositary, upon receipt of any payment
of principal and premium, if any, and interest in respect of a Registered
Global Security, will immediately credit the accounts of the Participants with
payment in amounts proportionate to their respective beneficial interests in
such Registered Global Security as shown on the records of the Depositary. The
Company also expects that payments by Participants to owners of beneficial
interests in a Registered Global Security will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such Participants.
 
  If (x) the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, (y) the Company executes
and delivers to the Trustee or its agent a Company Order to the effect that the
Registered Global Securities shall be transferable and exchangeable for
Certificated Notes or (z) an Event of Default has occurred and is continuing
with respect to the Notes, the Registered Global Securities will be
transferable or exchangeable for Certificated Notes of like tenor and of an
equal aggregate principal amount. Such Certificated Notes shall be registered
in such name or names as the Depositary shall instruct the Trustee. It is
expected that such instructions may be based upon directions received by the
Depositary from Participants with respect to ownership of beneficial interests
in such Registered Global Securities.
 
CERTAIN RESTRICTIONS
 
  The following restrictions apply to the Offered Debt Securities unless the
Prospectus Supplement provides otherwise.
 
  Limitation on Liens. The Indenture states that, unless the terms of any
series of Debt Securities provide otherwise, if the Company or any Subsidiary
shall issue, assume or guarantee any indebtedness for money
 
                                       vi
<PAGE>
 
borrowed ("Debt") secured by a mortgage, pledge, security interest or other
lien ("Mortgage") upon or with respect to any timber or timberlands of the
Company or such Subsidiary located in the States of Washington, Oregon,
California, Arkansas or Oklahoma or any principal manufacturing plant of the
Company or such Subsidiary located anywhere in the United States, the Company
will secure or cause such Subsidiary to secure the Debt Securities equally and
ratably with such Debt, unless the aggregate amount of all such Debt, together
with all Attributable Debt (as defined) in respect of Sale and Lease-Back
Transactions existing at such time (with the exception of transactions which
are excluded as described in "Limitation on Sale and Lease-Back Transactions,"
below), would not exceed 5% of the shareholders' interest in the Company and
its consolidated Subsidiaries, as shown on the audited consolidated balance
sheet contained in the latest annual report to shareholders of the Company. The
term "principal manufacturing plant" shall not include any manufacturing plant
which in the opinion of the Board of Directors is not a principal manufacturing
plant of the Company and its Subsidiaries. The exercise of the Board of
Directors' discretion in determining which of the Company's plants are
"principal manufacturing plants" could have the effect of limiting the
application of the limitation on liens. The following types of transactions
shall not be deemed to create Debt secured by a Mortgage: (a) the sale,
Mortgage or other transfer of timber in connection with an arrangement under
which the Company or a Subsidiary is obligated to cut such timber or a portion
thereof in order to provide the transferee with a specified amount of money
however determined; and (b) the Mortgage of any property of the Company or any
Subsidiary in favor of the United States, or any State, or any department, or
agency or instrumentality of either, to secure partial, progress, advance or
other payments to the Company or any Subsidiary pursuant to the provisions of
any contract or statute.
 
  Such limitation will not apply to (a) Mortgages upon or with respect to any
property of a Subsidiary securing Debt of such Subsidiary to the Company or
another Subsidiary; (b) Mortgages upon or with respect to any property
acquired, constructed or improved by the Company or any Subsidiary which are
created, incurred or assumed contemporaneously with, or within 90 days after,
such acquisition or improvement or secure or provide for the payment of any
part of the purchase price of such property or the cost of such construction or
improvement, provided that in the case of construction or improvement, the
Mortgage shall not apply to any property theretofore owned by the Company or
any Subsidiary other than unimproved real property on which the property so
constructed, or the improvement, is located; (c) Mortgages upon or with respect
to any property existing at the time of acquisition thereof; or (d) any
extension, renewal or replacement of any of the Mortgages described in (b) and
(c), not in excess of the principal amount of such Debt and limited to all or
part of the same property secured by the Mortgage so extended, renewed or
replaced. (Section 3.6)
 
  Limitation on Sale and Lease-Back Transactions. The Indenture states that,
unless the terms of any series of Debt Securities provide otherwise, neither
the Company nor any Subsidiary may enter into any arrangement with any person
providing for the leasing by the Company or Subsidiary of any real property in
the United States (except for temporary leases for a term of not more than
three years), which property has been or is to be sold or transferred by the
Company or Subsidiary to such person (herein referred to as a "Sale and Lease-
Back Transaction"), unless the aggregate amount of all Attributable Debt with
respect to such transactions together with all Debt upon property described
under "Limitation on Liens," above (with the exception of Debt which is
excluded as described therein) would not exceed 5% of the shareholders'
interest in the Company and its consolidated Subsidiaries, as shown on the
audited consolidated balance sheet contained in the latest annual report to
shareholders of the Company. (Sections 3.6 and 3.7)
 
  Such limitation will not apply to any Sale and Lease-Back Transaction if (a)
the Company or such Subsidiary would be entitled to incur Debt secured by a
Mortgage on the property to be leased without equally and ratably securing the
Debt Securities as described in "Limitation on Liens," above or (b) the
Company, within 90 days of the effective date of any such Sale and Lease-Back
Transaction, applies an amount equal to the fair value (as determined by the
Board of Directors of the Company) of the property so leased to the retirement
of Debt incurred or assumed by the Company which by its terms matures at, or is
extendable or renewable at the option of the obligor to, a date more than 12
months after the date of the creation of such Debt. (Section 3.7)
 
                                      vii
<PAGE>
 
  Other than the above-described restrictions, there are no covenants or
provisions within the Indenture that may afford debt holders protection in the
event of a highly leveraged transaction. Any such covenant or provision
relating to a particular series of Debt Securities will be described in the
Prospectus Supplement relating thereto.
 
EVENTS OF DEFAULT
 
  An Event of Default will occur under the Indenture with respect to Debt
Securities of any series if (a) the Company shall fail to pay when due any
installment of interest on any of the Debt Securities of such series and such
default shall continue for 30 days, (b) the Company shall fail to pay when due
all or any part of the principal of (and premium, if any, on) any of the Debt
Securities of such series (whether at maturity, upon redemption, upon
acceleration or otherwise), (c) the Company shall fail to deposit any sinking
fund payment when due on any of the Debt Securities of such series, (d) the
Company shall fail to perform or observe any other term, covenant or agreement
contained in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Debt Securities other than such series)
for a period of 90 days after written notice thereof, as provided in the
Indenture, (e) certain events of bankruptcy, insolvency or reorganization shall
have occurred, or (f) the Company has not complied with any other covenant the
noncompliance with which would specifically constitute an Event of Default with
respect to Debt Securities of such series. (Section 5.1)
 
  The Indenture provides that, (a) if an Event of Default due to the default in
payment of principal of, or interest on, any series of Debt Securities, or due
to the default in the performance or breach of any other covenant or warranty
of the Company applicable to the Debt Securities of such series but not
applicable to all outstanding Debt Securities, shall have occurred and be
continuing, either the Trustee or the holder or holders of 25% in principal
amount of the Debt Securities of such series then may declare the principal of
all Debt Securities of such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to default in the
performance of any other of the covenants or agreements in the Indenture
applicable to all outstanding Debt Securities or due to certain events of
bankruptcy, insolvency and reorganization of the Company, shall have occurred
and be continuing, either the Trustee or the holder or holders of 25% in
principal amount of all Debt Securities then outstanding (treated as one class)
may declare the principal of all Debt Securities and interest accrued thereon
to be due and payable immediately. Such declarations may be annulled provided
that, if prior to the obtention or entry of a judgment or decree with respect
to such acceleration, the Company shall pay or deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon the outstanding
Debt Securities and all the principal of the Debt Securities which shall have
become due otherwise than by acceleration and such sum covers certain other
expenses and if all other Events of Default under the Indenture should have
been cured, waived or otherwise remedied as permitted by the Indenture or prior
to a declaration of the acceleration of the maturity of the Debt Securities
past defaults may be waived (except a continuing default in payment of
principal of (or premium, if any) or interest on the Debt Securities) by the
holders of a majority in principal amount of the Debt Securities of such series
(or of all series, as the case may be) then outstanding. (Sections 5.1 and
5.10)
 
  The holder or holders of a majority in principal amount of the outstanding
Debt Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that such direction shall
not be in conflict with any rule of law or the Indenture. (Section 5.9) Before
proceeding to exercise any right or power under the Indenture at the direction
of such holder or holders, the Trustee shall be entitled to receive from such
holder or holders reasonable security or indemnity against the costs, expenses
and liabilities which might be incurred by it in compliance with any such
direction. (Section 5.6)
 
  The Company will be required to furnish to the Trustee annually a statement
of certain officers of the Company to the effect that, to the best of their
knowledge, the Company is not in default in the performance of the terms of the
Indenture or, if they have knowledge that the Company is in default, specifying
such default. (Section 3.5)
 
                                      viii
<PAGE>
 
  The Indenture requires the Trustee to give to all holders of outstanding Debt
Securities of any series notice of any default by the Company with respect to
that series, unless such default shall have been cured or waived; however,
except in the case of a default in the payment of principal of (and premium, if
any) or interest on any outstanding Debt Securities of that series or in the
payment of any sinking fund installment, the Trustee is entitled to withhold
such notice in the event that the board of directors, the executive committee
or a trust committee of directors or certain officers of the Trustee in good
faith determine that withholding such notice is in the interest of the holder
or holders of the outstanding Debt Securities of that series.
 
DEFEASANCE AND DISCHARGE
 
  The following defeasance provision will apply to the Offered Debt Securities
unless the Prospectus Supplement provides otherwise.
 
  The Indenture provides that, unless the terms of any series of Debt
Securities provide otherwise, the Company will be discharged from obligations
in respect of the Indenture and the outstanding Debt Securities of such series
(including its obligation to comply with the provisions referred to under
"Certain Restrictions," if applicable, but excluding certain other obligations,
such as the obligation to pay principal of (and premium, if any) and interest
on the Debt Securities of such series then outstanding, obligations of the
Company in the event of acceleration following default under clause (a)
referred to above under "Events of Default" and obligations to register the
transfer or exchange of such outstanding Debt Securities and to replace stolen,
lost or mutilated certificates), upon the irrevocable deposit, in trust, of
cash or U.S. Government obligations (as defined) which through the payment of
interest and principal thereof in accordance with their terms will provide cash
in an amount sufficient to pay any installment of principal of (and premium, if
any) and interest on and mandatory sinking fund payments in respect of such
outstanding Debt Securities on the stated maturity of such payments in
accordance with the terms of the Indenture and such outstanding Debt
Securities, provided that the Company has received an opinion of counsel to the
effect that such a discharge will not be deemed, or result in, a taxable event
with respect to holders of the outstanding Debt Securities of such series and
that certain other conditions are met. (Section 10.1)
 
MODIFICATION OF THE INDENTURE
 
  The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants for the
protection of the holders of Debt Securities, (d) cure any ambiguity or correct
any inconsistency in the Indenture, (e) establish the form or terms of Debt
Securities of any series, and (f) evidence the acceptance of appointment by a
successor trustee. (Section 8.1)
 
  The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holder or holders of not less than a majority
in principal amount of Debt Securities of each series then outstanding and
affected, to add any provisions to, or change in any manner or eliminate any of
the provisions of, the Indenture or modify in any manner the rights of the
holder or holders of the Debt Securities of each series so affected, provided
that the Company and the Trustee may not, without the consent of the holder of
each outstanding Debt Security affected thereby, (a) extend the stated maturity
of the principal of any Debt Security, or reduce the principal amount thereof
or reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof, or impair the right to institute suit
for the enforcement of any such payment when due, or (b) reduce the aforesaid
percentage in principal amount of Debt Securities of any series the consent of
the holder or holders of which is required for any such modification. (Section
8.2)
 
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
 
  The Company may, without the consent of the Trustee or the holders of Debt
Securities, consolidate or merge with, or convey, transfer or lease its
properties and assets substantially as an entirety to any other
 
                                       ix
<PAGE>
 
corporation, provided that any successor corporation is a corporation organized
under the laws of the United States of America or any state thereof and that
such successor corporation expressly assumes all obligations of the Company
under the Debt Securities and that certain other conditions are met, and,
thereafter, except in the case of a lease, the Company shall be relieved of all
obligations thereunder. (Article Nine)
 
APPLICABLE LAW
 
  The Debt Securities and the Indenture will be governed by and construed in
accordance with the laws of the State of New York. (Section 11.8)
 
CONCERNING THE TRUSTEE
 
  Chemical Bank is the Trustee under the Indenture.
 
                        DESCRIPTION OF PREFERRED SHARES
 
  The following is a description of certain general terms and provisions of the
preferred shares of the Company. The particular terms of any series of
preferred shares will be set forth in the related Prospectus Supplement. If so
indicated in a Prospectus Supplement, the terms of any such series may differ
from the terms set forth below. The summary of the terms of the Company's
preferred shares contained in this Prospectus and the relevant Prospectus
Supplement does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Restated Articles of
Incorporation and the statement regarding amendment of articles of
incorporation relating to the applicable series of preferred shares (the
"Statement"), which will be filed as an exhibit to or incorporated by reference
in the Registration Statement of which this Prospectus is a part at the time of
issuance of such series of preferred shares.
 
  The Company's Restated Articles of Incorporation authorizes the issuance of
7,000,000 preferred shares having a par value of $1.00 per share. The Board of
Directors has the authority to divide the preferred shares into series, to
designate for each series established such rights and preferences as voting
rights, dividend rate, terms and conditions of redemption, amount payable upon
liquidation, sinking fund provisions and terms and conditions of conversion,
and to issue the shares so designated in such amounts and to such persons as
they lawfully determine without further action by the Company's shareholders.
Thus, the Board of Directors, without shareholder approval, could authorize the
issuance of preferred shares with voting, conversion, and other rights that
could adversely affect the voting power and other rights of holders of common
shares or other series of preferred shares or that could have the effect of
delaying, deferring or preventing a change in control of the Company. The
aggregate amount payable upon liquidation shall not exceed $350,000,000 with
respect to all series of preferred shares. All preferred shares rank senior to
common and preference share with respect to accrued dividends and assets
available on liquidation. There are currently no series of preferred shares
outstanding.
 
GENERAL
 
  Reference is made to the Prospectus Supplement for the following terms of and
information relating to the preferred shares of any series (to the extent such
terms are applicable to such preferred shares): (i) the specific designation,
number of shares and purchase price; (ii) any liquidation preference per share;
(iii) any date of maturity; (iv) any redemption, payment or sinking fund
provisions; (v) any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or dates will be
determined); (vi) any voting rights; (vii) the currency or units based on or
relating to currencies in which such preferred shares are denominated and/or
payment will or may be payable; (viii) the methods by which amounts payable in
respect in respect of such preferred shares may be calculated and any
commodities, currencies or indices, or value, rate or price, relevant to such
calculation; (ix) the place or places where dividends and other payments on the
preferred shares will be payable; (x) and any additional voting, dividend,
liquidation, redemption, sinking fund and other rights, preferences,
privileges, limitations and restrictions.
 
 
                                       x
<PAGE>
 
  The preferred shares offered hereby will be issued in one or more series. The
preferred shares offered hereby will not be convertible or exchangeable into
common shares of the Company or into securities convertible or exchangeable
into common shares of the Company. The holders of preferred shares will have no
preemptive rights. Preferred shares, upon issuance against full payment of the
purchase price therefor, will be fully paid and nonassessable. Neither the par
value nor the liquidation preference is indicative of the price at which the
preferred shares will actually trade on or after the date of issuance. All
preferred shares shall be of equal rank with each other, regardless of series.
 
DIVIDENDS
 
  Holders of preferred shares of each series will be entitled to receive, when
and as declared by the Board of Directors of the Company out of funds legally
available therefor, cumulative dividends at the rate determined by the Board of
Directors for such series, and no more. Dividends on the preferred shares shall
accrue on a daily basis from such date as may be fixed by the Board of
Directors for any series. Unless dividends at the rate prescribed for each
series of preferred shares shall have been declared and paid or set apart for
payment in full on all outstanding preferred shares for all past dividend
periods and the current dividend period, no dividends shall be declared or paid
upon any class of shares ranking as to dividends subordinate to the preferred
shares, and no sum or sums shall be set aside for the redemption of preferred
shares of any series (including any sinking fund payment therefor) or for the
purchase, redemption (including any sinking fund payment therefor) or other
acquisition for value of any class or series of shares ranking as to dividends
or assets on a parity with or subordinated to any such series of preferred
shares. Accrued and unpaid dividends on the preferred shares will not bear
interest.
 
REDEMPTION
 
  The terms, if any, on which preferred shares of any series may be redeemed
will be set forth in the related Prospectus Supplement.
 
  If fewer than all of the outstanding preferred shares of any series are to be
redeemed, the number of shares of such series and the method of effecting such
redemption, whether by lot or pro rata, will be as determined by the Company
(with adjustment to avoid redemption of fractional shares).
 
LIQUIDATION
 
  In the event of voluntary or involuntary liquidation of the Company, before
any distribution of assets shall be made to the holders of any class of shares
ranking as to assets subordinate to the preferred shares, the holders of the
preferred shares of each series shall be entitled to receive out of the assets
of the Company available for distribution to its shareholders the sum of the
liquidation preference for such series and the amount per share equal to all
accrued and unpaid dividends thereon. Neither the consolidation nor merger of
the Company with or into any other corporation or corporations, the sale or
lease of all or substantially all of the assets of the Company, nor the merger
or consolidation of any other corporation into and with the Company, shall be
deemed to be a voluntary or involuntary liquidation.
 
VOTING
 
  The preferred shares of a series will not be entitled to vote, except as
provided below or in the applicable Prospectus Supplement and as required by
applicable law. Unless otherwise indicated in the Prospectus Supplement
relating to a series of preferred shares, each series of shares will be
entitled to one vote on matters which holders of such series are entitled to
vote. Notwithstanding the foregoing, the Company may not alter certain rights
and preferences of a series of preferred shares without the affirmative vote of
the holders of at least two-thirds of the shares of such affected series and
whenever dividends on the preferred shares shall be in arrears in an aggregate
amount equal to six quarterly dividend periods, then the holders of preferred
shares, voting as a class, shall be entitled to elect two additional directors
beyond the number specified in the bylaws to be elected by all shareholders and
beyond the number that may be elected by the holders of the preference shares.
 
TRANSFER AGENT AND REGISTRAR
 
  The Transfer Agent and Registrar for the preferred shares is Chemical Bank.
 
                                       xi
<PAGE>
 
                        DESCRIPTION OF PREFERENCE SHARES
 
  The following is a description of certain general terms and provisions of the
preference shares of the Company. The particular terms of any series of
preference shares will be set forth in the related Prospectus Supplement. If so
indicated in a Prospectus Supplement, the terms of any such series may differ
from the terms set forth below. The summary of the terms of the Company's
preference shares contained in this Prospectus and the relevant Prospectus
Supplement does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Restated Articles of
Incorporation and the statement regarding amendment of articles of
incorporation relating to the applicable series of preference shares (the
"Statement"), which will be filed as an exhibit to or incorporated by reference
in the Registration Statement of which this Prospectus is a part at the time of
issuance of such series of preference shares.
 
  The Company's Restated Articles of Incorporation authorizes the issuance of
40,000,000 preference shares having a par value of $1.00 per share. The Board
of Directors has the authority to divide the preference shares into series, to
designate for each series established such rights and preferences as voting
rights, dividend rate, terms and conditions of redemption, amount payable upon
liquidation, sinking fund provisions and terms and conditions of conversions,
and to issue the shares so designated in such amounts and to such persons as
they lawfully determine without further action by the Company's shareholders.
Thus, the Board of Directors, without shareholder approval, could authorize the
issuance of preference shares with voting, conversion, and other rights that
could adversely affect the voting power and other rights of holders of common
shares or other series of preferred or preference shares or that could have the
effect of delaying, deferring or preventing a change in control of the Company.
The aggregate amount payable upon liquidation of all series of preference
shares is unlimited. All preference shares rank senior to common shares but
subordinate to the preferred shares with respect to accrued dividends and
assets available on liquidation. The Company has reserved but not issued
2,000,000 shares of cumulative preference shares, fourth series, for the
exercise of certain rights relating to the Company's common shares.
 
GENERAL
 
  Reference is made to the Prospectus Supplement for the following terms of and
information relating to the preference shares of any series (to the extent such
terms are applicable to such preference shares): (i) the specific designation,
number of shares and purchase price; (ii) any liquidation preference per share;
(iii) any date of maturity; (iv) any redemption, payment or sinking fund
provisions; (v) any dividend rate or rates and the dates on which any such
dividends will be payable (or the method by which such rates or dates will be
determined); (vi) any voting rights; (vii) the currency or units based on or
relating to currencies in which such preference shares are denominated and/or
payments will or may be payable; (viii) the methods by which amounts payable in
respect of such preference shares may be calculated and any commodities,
currencies or indices, or value, rate or price, relevant to such calculation;
(ix) the place or places where dividends and other payments on the preference
shares will be payable; (x) and any additional voting, dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges, limitations
and restrictions.
 
  The preference shares offered hereby will be issued in one or more series.
The preference shares offered hereby will not be convertible or exchangeable
into common shares of the Company or into securities convertible or
exchangeable into common shares of the Company. The holders of preference
shares will have no preemptive rights. Preference shares, upon issuance against
full payment of the purchase price therefor, will be fully paid and
nonassessable. Neither the par value nor the liquidation preference is
indicative of the price at which the preference shares will actually trade on
or after the date of issuance. All preference shares shall be of equal rank
with each other, regardless of series.
 
DIVIDENDS
 
  Holders of preference shares of each series will be entitled to receive, when
and as declared by the Board of Directors of the Company out of funds legally
available therefor, cumulative dividends at the rate
 
                                      xii
<PAGE>
 
determined by the Board of Directors for such series, and no more. Dividends on
the preference shares shall accrue on a daily basis from such date as may be
fixed by the Board of Directors for any series. Unless dividends at the rate
prescribed for each series of preferred shares shall have been declared and
paid or set apart for payment in full on all outstanding preferred shares for
all past dividend periods and the current dividend period, no dividends shall
be declared or paid upon any class of shares ranking as to dividends
subordinate to the preferred shares, and no sum or sums shall be set aside for
the redemption of preferred shares of any series (including any sinking fund
payment therefor) or for the purchase, redemption (including any sinking fund
payment therefor) or other acquisition for value of any class or series of
shares ranking as to dividends or assets on a parity with or subordinate to any
such series of preferred shares. Unless dividends at the rate prescribed for
each series of preference shares shall have been declared and paid or set apart
for the payment in full on all outstanding preference shares for all past
dividend periods and the current dividend period, no dividends shall be
declared or paid upon any class of shares ranking as to dividends subordinate
to the preference shares, and no sum or sums shall be set aside for the
redemption of preference shares of any series (including any sinking fund
payment therefor) or for the purchase, redemption (including any sinking fund
payment therefor) or other acquisition for value of any class or series of
shares ranking as to dividends or assets on a parity with or subordinate to any
series of preference shares. Accrued and unpaid dividends on the preference
shares will not bear interest.
 
REDEMPTION
 
  The terms, if any, on which preference shares of any series may be redeemed
will be set forth in the related Prospectus Supplement.
 
  If fewer than all of the outstanding preference shares of any series are to
be redeemed, the number of shares of such series and the method of effecting
such redemption, whether by lot or pro rata, will be as determined by the
Company (with adjustment to avoid redemption of fractional shares).
 
LIQUIDATION
 
  In the event of voluntary or involuntary liquidation of the Company, before
any distribution of assets shall be made to the holders of any class of shares
ranking as to assets subordinate to the preference shares, the holders of the
preference shares of each series shall be entitled to receive out of the assets
of the Company available for distribution to its shareholders the sum of the
liquidation preference for such series and the amount per share equal to all
accrued and unpaid dividends thereon, but the holders of the preference shares
will not be entitled to receive the liquidation price of such shares until the
liquidation price of the preferred shares at the time outstanding shall have
been paid in full. The holders of all series of preference shares are entitled
to share ratably, in accordance with the respective amounts payable thereon, in
any such distribution which is not sufficient to pay in full the aggregate
amounts payable thereon. After payment in full of the liquidation price of the
preference shares the holders of such shares are not entitled to any further
participation in any distribution of assets by the Company. Neither the
consolidation nor merger of the Company with or into any other corporation or
corporations, the sale or lease of all or substantially all of the assets of
the Company, nor the merger or consolidation of any other corporation into and
with the Company, shall be deemed to be a voluntary or involuntary liquidation.
 
VOTING
 
  The preference shares of a series will not be entitled to vote, except as
provided below or in the applicable Prospectus Supplement and as required by
applicable law. Unless otherwise indicated in the Prospectus Supplement
relating to a series of preference shares, each series of shares will be
entitled to one vote on matters which holders of such series are entitled to
vote. Notwithstanding the foregoing, the Company may not alter certain rights
and preferences of a series of preference shares without the affirmative vote
of the holders of at least two-thirds of the shares of such affected series and
whenever dividends on the preference
 
                                      xiii
<PAGE>
 
shares shall be in arrears in an aggregate amount equal to six quarterly
dividend periods, then the holders of preference shares, voting as a class,
shall be entitled to elect two additional directors beyond the number specified
in the bylaws to be elected by all shareholders and beyond the number that may
be elected by the holders of the preferred shares.
 
TRANSFER AGENT AND REGISTRAR
 
  The transfer agent and registrar for the preference shares is Chemical Bank.
 
                              PLAN OF DISTRIBUTION
 
  The Company may sell Offered Securities (i) through agents, (ii) through
underwriters, (iii) through dealers or (iv) directly to purchasers (through a
specific bidding or auction process or otherwise).
 
  Securities may be offered and sold through agents designated by the Company
from time to time. Any such agent involved in the offer or sale of the Offered
Securities will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Any such agent may be deemed
to be an underwriter, as that term is defined in the Securities Act of 1933, as
amended (the "1933 Act") of the Securities so offered and sold. Agents may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the 1933 Act, and may be customers of, engage in transactions
with or perform services for the Company in the ordinary course of business.
 
  If an underwriter or underwriters are utilized in the sale of Offered
Securities, the Company will execute an underwriting agreement with such
underwriter or underwriters at the time an agreement for such sale is reached,
and the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales
of Offered Securities. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the 1933 Act. Morgan Stanley & Co.
Incorporated and/or Goldman, Sachs & Co. and/or other underwriters named in the
Prospectus Supplement may act as managing underwriter with respect to an
offering of Securities effected through underwriters. Only underwriters named
in the Prospectus Supplement are deemed to be underwriters in connection with
the Offered Securities and if Morgan Stanley & Co. Incorporated or Goldman,
Sachs & Co. is not named in the Prospectus Supplement, it will not be a party
to the underwriting agreement relating to such Securities, will not be
purchasing any such Securities from the Company in connection with such
offering and will have no direct or indirect participation in the underwriting
of such Securities, although it may participate in the distribution of such
Securities under circumstances where it may be entitled to a dealer's
commission.
 
  If a dealer is utilized in the sale of Offered Securities, the Company will
sell such Securities to the dealer, as principal. The dealer may then resell
such Securities to the public at varying prices to be determined by such dealer
at the time of resale. Dealers may be entitled, under agreements which may be
entered into with the Company, to indemnification by the Company against
certain liabilities, including liabilities under the 1933 Act. The name of the
dealer and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
 
  Offers to purchase Securities may be solicited directly by the Company and
sales thereof may be made by the Company directly to institutional investors or
others. The terms of any such sales, including the terms of any bidding or
auction process, if utilized, will be described in the Prospectus Supplement
relating thereto.
 
  If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set
 
                                      xiv
<PAGE>
 
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except that any related sale of Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.
 
  The place and time of delivery of Offered Securities are set forth in the
accompanying Prospectus Supplement.
 
                                 LEGAL OPINIONS
 
  The validity of the Offered Securities will be passed upon for the Company by
Sandy D. McDade, Esq., Secretary and Senior Legal Counsel of the Company. Mr.
McDade beneficially owns 2,265 common shares of the Company.
 
  Certain legal matters relating to Offered Securities will be passed upon for
underwriters and certain other purchasers by Davis Polk & Wardwell, New York,
New York.
 
                                    EXPERTS
 
  The financial statements and schedules incorporated by reference in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 26, 1993 have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports. Reference is
made to said reports, which call attention to the Company's changes in
accounting principles with respect to accounting for income taxes and
postretirement benefits other than pensions.
 
                                       xv
<PAGE>
 
                PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
<TABLE>
     <S>                                                              <C>
     Securities and Exchange Commission filing fee................... $272,416
     Listing fees....................................................        0*
     Legal fees and expenses.........................................   30,000*
     Rating agencies' fees...........................................   50,000*
     Printing........................................................   90,000*
     Trustee's fees and expenses.....................................    5,000*
     Issuing and Paying Agent's fees and expenses....................    7,000*
     Accountants' fees and expenses..................................   20,000*
     Blue Sky fees and expenses......................................   20,000*
     Miscellaneous...................................................   12,584*
                                                                      --------
       Total......................................................... $507,000*
                                                                      ========
</TABLE>
- --------
* Estimated
 
ITEM 15. INDEMNIFICATION.
 
  The Washington Business Corporation Act sets forth provisions pursuant to
which officers and directors of the Registrant may be indemnified against
liabilities which they may incur in their capacity as such. Article XII of the
Registrant's Bylaws provides for the indemnification of directors and officers
of the Registrant against certain liabilities under certain circumstances.
 
  Under insurance policies of the Registrant, directors and officers of the
Registrant may be indemnified against certain losses arising from certain
claims which may be made against such persons by reason of their being such
directors or officers.
 
  Under Section VII of the Underwriting Agreement Standard Provisions (Debt)
incorporated by reference in the Underwriting Agreement filed as Exhibit 1
hereto, the underwriters agree to indemnify, under certain conditions, the
Registrant, its directors, certain of its officers and persons who control the
Registrant within the meaning of the Act against certain liabilities.
 
 
ITEM 16. EXHIBITS.
 
  This Registration Statement includes the following Exhibits:
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
 (1)(a)  Form of Underwriting Agreement, including Underwriting Agreement Stan-
         dard provisions (Debt), filed on December 3, 1990 as Exhibit 1 to Reg-
         istration Statement No. 33-38067.
 (1)(b)  Form of Underwriting Agreement (Preferred Shares and Preference
         Shares)
 (1)(c)  Form of Distribution Agreement, filed on December 7, 1992 as Exhibit
         1(b) to Registration Statement No. 33-52982.
 (4)(a)  Indenture, dated as of April 1, 1986 between the Company and Chemical
         Bank, as
         Trustee, filed as Exhibit 4 to the Company's Annual Report on Form 10-
         K (File 1-4825), for the year ended December 28, 1986.
 (4)(b)  First Supplemental Indenture, dated as of February 15, 1991 between
         the Company and Chemical Bank, as Trustee filed on October 6, 1992 as
         Exhibit 4(b) to Registration Statement No. 33-52982.
 (4)(c)  Second Supplemental Indenture, dated as of February 1, 1993, between
         the Company and Chemical Bank, as Trustee, filed as Exhibit 4(c) to
         Registration Statement
         No. 33-59974.
 (4)(d)  Form of certificate evidencing preferred shares.
 (4)(e)  Form of certificate evidencing preference shares.
</TABLE>
 
                                       i
<PAGE>
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF EXHIBIT
 -------                         ----------------------
 <C>     <S>
   (5)   Opinion of Sandy D. McDade, Secretary and Senior Legal Counsel of the
         Company as to validity of securities being registered.*
  (12)   Computation of Ratios of Earnings to Fixed Charges:
         (a) Total Enterprise, excluding interest paid on depositor accounts by
             Republic Federal Savings and Loan Association.*
         (b) Total Enterprise, including interest paid on depositor accounts by
             Republic Federal Savings and Loan Association.*
         (c) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and
             Weyerhaeuser Financial Services, Inc. subsidiaries accounted for
             on the equity method, but excluding the undistributed earnings of
             those subsidiaries.
         Computation of Ratios of Earnings to Fixed Charges and Preferred and
         Preference Share Dividends:
         (d) Total Enterprise, excluding interest paid on depositor accounts by
             Republic Federal Savings and Loan Association.*
         (e) Total Enterprise, including interest paid on depositor accounts by
             Republic Federal Savings and Loan Association.*
         (f) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and
             Weyerhaeuser Financial Services, Inc. subsidiaries accounted for
             on the equity method, but excluding the undistributed earnings of
             those subsidiaries.*
  (23)   Consent of Experts and Counsel.
         (a)Consent of Sandy D. McDade (contained in Exhibit 5 hereto).*
         (b)Consent of Arthur Andersen & Co., independent public accountants.*
  (24)   Power of Attorney.*
  (25)   Statement of Eligibility and Qualification on Form T-1 of Chemical
         Bank, as Trustee.
</TABLE>
- --------
   
* Previously filed     
 
ITEM 17. UNDERTAKINGS.
 
  The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, unless the information required to be included
    in such post-effective amendment is contained in a periodic report
    filed by the registrant pursuant to Section 13 or Section 15(d) of the
    Securities Exchange Act of 1934 and incorporated by reference in this
    Registration Statement;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of this Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in this Registration Statement, unless such information required to be
    included in such post-effective amendment is contained in a periodic
    report filed by the registrant pursuant to Section 13 or Section 15(d)
    of the Securities Exchange Act of 1934 and incorporated herein by
    reference;
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in this Registration Statement or
    any material change to such information in this Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
                                       ii
<PAGE>
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
    (4) That, for purposes of determining any liability under the Securities
  Act of 1933, each filing of the registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
  is incorporated by reference in this Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions (except for the insurance
referred to in the second paragraph of Item 15) or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
                                      iii
<PAGE>
 
                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 COUNTY OF KING, AND STATE OF WASHINGTON, ON THE 4TH DAY OF
APRIL, 1994.     
 
                                          Weyerhaeuser Company
 
                                                /s/ John W. Creighton, Jr.
                                          By__________________________________
                                                 (JOHN W. CREIGHTON, JR.)
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                          OFFICER
 
                               POWER OF ATTORNEY
       
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
 
              SIGNATURE                         TITLE                  DATE
 
      /s/ John W. Creighton, Jr.
____________________________________    Principal Executive          
       (JOHN W. CREIGHTON, JR.)          Officer and              April 4, 1994
                                         Director                              
 
           /s/ W. C. Stivers            Principal Financial          
____________________________________     Officer                  April 4, 1994
            (W. C. STIVERS)                                                    
 
        /s/ Kenneth J. Stancato         Principal Accounting         
____________________________________     Officer                  April 4, 1994
         (KENNETH J. STANCATO)                                                 
 
         /s/ William H. Clapp
____________________________________    Director                     
          (WILLIAM H. CLAPP)                                      April 4, 1994
                                                                               

         /s/ W. John Driscoll           Director                     
____________________________________                              April 4, 1994
          (W. JOHN DRISCOLL)                                                   

                                                                 
          /s/ Don C. Frisbee                                                   
____________________________________    Director                  April 4, 1994
           (DON C. FRISBEE)                                                     
                                                      
                                                                 
                                                                 
                                       iv
<PAGE>
 
              SIGNATURE                         TITLE                  DATE
                                                                                
         /s/ Philip M. Hawley           Director                  April 4, 1994
____________________________________                                            
          (PHILIP M. HAWLEY)                                     
                                                                     
         /s/ E. Bronson Ingram          Director                  April 4, 1994 
____________________________________                                            
          (E. BRONSON INGRAM)                                   


        /s/ John I. Kieckhefer                                                  
____________________________________    Director                  April 4, 1994
         (JOHN I. KIECKHEFER)                                                   
                                                                      
      /s/ William D. Ruckelshaus        Director                  April 4, 1994
____________________________________                                            
       (WILLIAM D. RUCKELSHAUS)

                                                                                
       /s/ Richard H. Sinkfield         Director                  April 4, 1994
____________________________________                                            
        (RICHARD H. SINKFIELD)

                                                                               
      /s/ George H. Weyerhaeuser                                  April 4, 1994
____________________________________    Chairman                                
       (GEORGE H. WEYERHAEUSER)
 
                                       v
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                       DESCRIPTION OF EXHIBIT                       PAGE
 -------                      ----------------------                       ----
 <C>     <S>                                                               <C>
 (1)(a)  Form of Underwriting Agreement, including Underwriting Agree-
         ment Standard provisions (Debt), filed on December 3, 1990 as
         Exhibit 1 to Registration Statement No. 33-38067.
 (1)(b)  Form of Underwriting Agreement (Preferred Shares and Preference
         Shares)
 (1)(c)  Form of Distribution Agreement, filed on December 7, 1992 as
         Exhibit 1(b) to Registration Statement No. 33-52982.
 (4)(a)  Indenture, dated as of April 1, 1986 between the Company and
         Chemical Bank, as Trustee, filed as Exhibit 4 to the Company's
         Annual Report on Form 10-K (File 1-4825), for the year ended
         December 28, 1986.
 (4)(b)  First Supplemental Indenture, dated as of February 15, 1991 be-
         tween the Company and Chemical Bank, as Trustee filed on Octo-
         ber 6, 1992 as Exhibit 4(b) to Registration Statement No. 33-
         52982.
 (4)(c)  Second Supplemental Indenture, dated as of February 1, 1993,
         between the Company and Chemical Bank, as Trustee, filed as Ex-
         hibit 4(c) to Registration Statement No. 33-59974.
 (4)(d)  Form of certificate evidencing preferred shares.
 (4)(e)  Form of certificate evidencing preference shares.
 (5)     Opinion of Sandy D. McDade, Secretary and Senior Legal Counsel
         of the Company as to validity of securities being registered.*
 (12)    Computation of Ratios of Earnings to Fixed Charges:
         (a) Total Enterprise, excluding interest paid on depositor ac-
             counts by Republic Federal Savings and Loan Association.*
         (b) Total Enterprise, including interest paid on depositor ac-
             counts by Republic Federal Savings and Loan Association.*
         (c) Weyerhaeuser Company with its Weyerhaeuser Real Estate Com-
             pany and Weyerhaeuser Financial Services, Inc. subsidiaries
             accounted for on the equity method, but excluding the un-
             distributed earnings of those subsidiaries.*
         Computation of Ratios of Earnings to Fixed Charges and Pre-
         ferred and Preference Share Dividends:
         (d) Total Enterprise, excluding interest paid on depositor ac-
             counts by Republic Federal Savings and Loan Association.*
         (e) Total Enterprise, including interest paid on depositor ac-
             counts by Republic Federal Savings and Loan Association.*
         (f) Weyerhaeuser Company with its Weyerhaeuser Real Estate Com-
             pany and Weyerhaeuser Financial Services, Inc. subsidiaries
             accounted for on the equity method, but excluding the un-
             distributed earnings of those subsidiaries.*
 (23)    Consent of Experts and Counsel.
         (a)Consent of Sandy D. McDade (contained in Exhibit 5 hereto).*
         (b)Consent of Arthur Andersen & Co., independent public accoun-
         tants.*
 (24)    Power of Attorney.*
 (25)    Statement of Eligibility and Qualification on Form T-1 of Chem-
         ical Bank, as Trustee.
</TABLE>
- --------
   
* Filed previously.     

<PAGE>
 
                                                                    EXHIBIT 1(b)


                              WEYERHAEUSER COMPANY
                           (a Washington corporation)



                             UNDERWRITING AGREEMENT



                      STANDARD PROVISIONS PREFERRED STOCK
                              AND PREFERENCE STOCK



          , 1994
<PAGE>
 
     From time to time, Weyerhaeuser Company, a Washington corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement").  The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this Agreement.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.


                                       I.

     The Company proposes to issue from time to time preferred stock or
preference stock (in either case, the "Securities").  Each issue of Securities
may vary as to designation, number of shares, liquidation values, dividend rate
or rates and timing of payments thereof, redemption provisions and conversation
provisions, if any, and any other variable terms.

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and has filed with, or mailed for filing to, the Commission a
prospectus supplement or supplements specifically relating to the Offered
Securities pursuant to Rule 424 under the Securities Act of 1933.  The term
Registration Statement means the registration statement as amended to the date
of the Underwriting Agreement.  The term Basic Prospectus means the prospectus
relating to the Registration Statement in the form first filed with the
Commission pursuant to Rule 424(b) or (c) in connection with the offering of the
Offered Securities.  The term Prospectus means the Basic Prospectus together
with the prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Offered Securities as filed with, or mailed for
filing to, the Commission pursuant to Rule 424.  The term preliminary prospectus
means any preliminary form of the Prospectus used in connection with the
offering of the Offered Securities.  As used herein, the terms "Registration
Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall
include, in each case, the material, if any, incorporated by reference therein.

     The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein.  The term Contract Securities means the
Offered

                                       1
<PAGE>
 
Securities, if any, to be purchased pursuant to the delayed delivery contracts
referred to below.


                                      II.

     If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve.  Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus.  On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the Contract Securities.  The Underwriters
will not have any responsibility in respect of the validity or the performance
of Delayed Delivery Contracts.

     If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
number of Offered Securities to be purchased by each Underwriter shall be
reduced pro rata in proportion to the principal amount of Offered Securities set
forth opposite each Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.


                                      III.

     The Company is advised by the Manager that the Underwriters propose to make
a public offering of their respective portions of the Underwriters' Securities
as soon after this Agreement is entered into as in the Manager's judgment is
advisable.  The terms of the public offering of the Underwriters' Securities are
set forth in the Prospectus.

                                       2
<PAGE>
 
                                      IV.

          Payment for the Underwriters' Securities shall be made by certified or
official bank check or checks payable to the order of the Company in New York
Clearing House funds at the time and place set forth in the Underwriting
Agreement, upon delivery to the Manager for the respective accounts of the
several Underwriters of the Underwriters' Securities registered in such names
and in such numbers of shares as the Manager shall request in writing not less
than two full business days prior to the date of delivery.  The time and date of
such payment and delivery with respect to the Underwriters' Securities are
herein referred to as the Closing Date.


                                       V.

          The several obligations of the Underwriters hereunder are subject to
the following conditions:

          (a)  (i)  subsequent to the execution and delivery of the Underwriting
     Agreement and prior to the Closing Date, there shall not have been any
     downgrading, nor any notice given of any intended or potential downgrading
     or of a possible change that does not indicate the direction of the
     possible change, in the rating accorded any of the Company's securities by
     any "nationally recognized statistical rating organization," as such term
     is defined for purposes of Rule 436(g)(2) under the Securities Act;

             (ii)  there shall not have occurred any change, or any development
     involving a prospective change, in the condition, financial or otherwise,
     or in the earnings, business or operations, of the Company and its
     subsidiaries, taken as a whole, from that set forth in the Prospectus,
     that, in the judgment of the Manager, is material and adverse and that
     makes it, in the judgment of the Manager, impracticable to market the
     Offered Securities on the terms and in the manner contemplated in the
     Prospectus; and

            (iii)  the Manager shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by an executive officer of
     the Company, to the effect set forth in clause (i) above and to the effect
     that the representations and warranties of the Company contained in this
     Agreement are true and correct as of the Closing Date and that the Company
     has complied with all of the agreements and satisfied all of the

                                       3
<PAGE>
 
     conditions on its part to be performed or satisfied on or before the
     Closing Date.

          The officer signing and delivering such certificate may rely upon the
     best of his knowledge as to proceedings threatened.

          (b)  The Manager shall have received on the Closing Date an opinion of
     _________________, _________ and ______  of the Company or other counsel
     satisfactory to the Manager, dated the Closing Date, to the effect set
     forth as Exhibit A.

          (c)  The Manager shall have received on the Closing Date an opinion of
     Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing
     Date, to the effect set forth as Exhibit B.

           (d)  The Manager shall have received on the Closing Date, a letter
     dated the Closing Date in form and substance satisfactory to the Manager,
     from Arthur Andersen & Co., independent public accountants, containing
     statements and information of the type ordinarily included in accountants'
     "comfort letters" to underwriters with respect to the financial statements
     and certain financial information contained in or incorporated by reference
     into the Registration Statement and the Prospectus.


                                      VI.

          In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:

          (a)  To furnish the Manager, without charge, three copies of the
     Registration Statement including exhibits and materials, if any,
     incorporated by reference therein and, during the period mentioned in
     paragraph (c) below, as many copies of the Prospectus, any documents
     incorporated by reference therein and any supplements and amendments
     thereto as the Manager may reasonably request.  The terms "supplement" and
     "amendment" or "amend" as used in this Agreement with respect to the
     Registration Statement or Prospectus shall include all documents filed by
     the Company with the Commission subsequent to the date of the Basic
     Prospectus, pursuant to the Securities Exchange Act of 1934, which are
     deemed to be incorporated by reference in the Registration Statement and
     Prospectus.

                                       4
<PAGE>
 
          (b) Before amending or supplementing the Registration Statement or the
     Prospectus with respect to the Offered Securities, to furnish the Manager a
     copy of each such proposed amendment or supplement.

          (c)  If, during such period after the first date of the public
     offering of the Offered Securities as in the opinion of counsel for the
     Underwriters the Prospectus is required by law to be delivered with respect
     thereto, any event shall occur as a result of which it is necessary to
     amend or supplement the Prospectus in order to make the statements therein,
     in the light of the circumstances when the Prospectus is delivered to a
     purchaser, not misleading, or if it is necessary to amend or to supplement
     the Prospectus to comply with law, forthwith to prepare and furnish, at its
     own expense, to the Underwriters, either amendments or supplements to the
     Prospectus so that the statements in the Prospectus as so amended or
     supplemented will not, in the light of the circumstances when the
     Prospectus is delivered to a purchaser, be misleading or so that the
     Prospectus will comply with law.

          (d)  To qualify the Offered Securities for offer and sale under the
     securities or Blue Sky laws of such jurisdictions as the Manager shall
     reasonably request and to pay all expenses (including reasonable fees and
     disbursements of counsel) in connection with such qualification and in
     connection with the determination of the eligibility of the Offered
     Securities for investment under the laws of such jurisdiction as the
     Manager may designate.

          (e)  To make generally available to the Company's security holders as
     soon as practicable an earnings statement covering a twelve-month period
     beginning after the date of the Underwriting Agreement, which shall satisfy
     the provisions of Section 11(a) of the Securities Act of 1933 and the
     applicable rules and regulations of the Commission thereunder.

          (f)  During the period beginning on the date of the Underwriting
     Agreement and continuing to and including the Closing Date not to offer,
     sell, contract to sell or otherwise dispose of any securities of the
     Company substantially similar to the Offered Securities without the prior
     written consent of the Manager.

                                       5
<PAGE>
 
                                     VII.

          The Company represents and warrants to each Underwriter that (i) each
document, if any, filed or to be filed pursuant to the Securities Exchange Act
of 1934 and incorporated by reference in the Prospectus complied or will comply
when so filed in all material respects with such Act and the applicable rules
and regulations thereunder, (ii) each part of the registration statement
(including the documents incorporated by reference therein), filed with the
Commission pursuant to the Securities Act of 1933 relating to the Securities,
when such part became effective under the Securities Act of 1933 did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule
424 under the Securities Act of 1933 complied when so filed in all material
respects with such Act and the applicable rules and regulations thereunder, (iv)
the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act of 1933 and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; except that these representations and warranties do not
apply to statements or omissions in the Registration Statement, any preliminary
prospectus or the Prospectus based upon information furnished to the Company in
writing by any Underwriter expressly for use therein.

          The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities
Exchange Act of 1934, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any preliminary
prospectus or the Prospectus (if used within the period set forth in paragraph
(c) of Article VI hereof and as amended or supplemented if the Company shall
have furnished any amendments of supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any

                                       6
<PAGE>
 
such untrue statement or omission or alleged untrue statement or omission based
upon information furnished in writing to the Company by any Underwriter
expressly for use therein.

          Each Underwriter agrees to indemnify and hold harmless the Company,
its directors, its officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating to
such Underwriter furnished in writing by such Underwriter expressly for use in
the Registration Statement, any preliminary prospectus or the Prospectus.

          In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties, and that all such fees and expenses shall be reimbursed as they are
incurred.  Such firm shall be designated in writing by the Manager in the case
of parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parties indemnified pursuant to the first preceding
paragraph.  The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but if settled with such consent
or if there be a final judgment for the

                                       7
<PAGE>
 
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

          If the indemnification provided for in this Article VII is unavailable
to an indemnified party under the second or third paragraphs hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The relative benefits received by the
Company on the one hand and the Underwriters on the other in connection with the
offering of the Offered Securities shall be deemed to be in the same proportions
as the total net proceeds from the offering of such Offered Securities (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters in respect thereof.  The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation

                                       8
<PAGE>
 
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses (including expenses of local counsel) reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this Article VII, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Offered Securities underwritten and distributed to the
public by such Underwriter were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act of 1933) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  The
Underwriters' obligations to contribute pursuant to this Article VII are
several, in proportion to the respective numbers of Offered Securities purchased
by each of such Underwriters, and not joint.

          The indemnity and contribution agreements contained in this Article
VII and the representations and warranties of the Company in this Agreement
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any Underwriter or
on behalf of any Underwriter or any person controlling any Underwriter or by or
on behalf of the Company, its directors or officers or any person controlling
the Company and (iii) acceptance of and payment for any of the Offered
Securities.


                                     VIII.

          This Agreement shall be subject to termination in the Manager's
absolute discretion, by notice given to the Company, if (a) after the execution
and delivery of the Underwriting Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the

                                       9
<PAGE>
 
Chicago Board of Trade, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Manager, is material and adverse and (b) in the case of any of the events
specified in clauses (a) (i) through (iv), such event, singly or together with
any other such event, makes it, in the judgment of the Manager, impracticable to
market the Offered Securities on the terms and in the manner contemplated in the
Prospectus.


                                      IX.

          If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Offered Securities which it or they have agreed to
purchase hereunder on such date, and the aggregate number of Offered Securities
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate number of the Offered
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions which the number red Securities set forth
opposite their names in the Underwriting Agreement pursuant to which the Offered
Securities are being purchased bear to the number of Offered Securities set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as the Manager may specify, to purchase the Offered Securities
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase on such date; provided, however, that in no event shall the number
of Offered Securities which any Underwriter has agreed to purchase pursuant to
such Underwriting Agreement be increased pursuant to this Article IX by an
amount in excess of one-ninth of such number of Offered Securities without the
written consent of such Underwriter.  If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Offered Securities and the
aggregate amount of Offered Securities with respect to which such default occurs
is more than one-tenth of the aggregate number of Offered Securities to be
purchased on such date, and arrangements satisfactory to the Manager and the
Company for the purchase of such Offered Securities are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter or the Company.  In any such case the non-
defaulting

                                       10
<PAGE>
 
Underwriters shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected.  Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

          If this Agreement shall be terminated by the Underwriters or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement, with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with the Offered
Securities.

          This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

          This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

                                       11
<PAGE>
 
                                   EXHIBIT A



                         Opinion of _________________,
                      _____________________ to the Company


          The opinion of _________________, _________ and _______ to the
Company, to be delivered pursuant to Article V, paragraph (b) of the document
entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions
(Preferred Stock and Preference Stock) shall be to the effect that:

          (i)  the Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the State of Washington and
     is duly qualified to transact business and is in good standing in each
     other state of the United States in which the conduct of its business or
     the ownership or leasing of property requires such qualification,

        (ii)  the Offered Securities have been duly authorized, and when issued
     and delivered in accordance with the provisions of this Agreement, will be
     validly issued, fully paid and non-assessable, and the issuance of such
     offered Securities is not subject to any preemptive or similar rights,

         (iii)  the Underwriting Agreement has been duly authorized, executed
     and delivered by the Company and is a valid and binding agreement of the
     Company except as rights to indemnity and contribution thereunder may be
     limited by applicable law,

          (iv)  the Delayed Delivery Contracts, if any, have been duly
     authorized, executed and delivered by the Company and are valid and binding
     agreements of the Company,

         (v)  the execution, delivery and performance of the Underwriting
     Agreement and the sale of the Offered Securities by the Company as provided
     therein will not result in any violation of any provisions of applicable
     law or the articles of incorporation or bylaws of the Company or of any
     indenture, mortgage or other agreement known to such counsel to which the
     Company or any of its subsidiaries is bound, and no consent, approval or
     authorization of any governmental body is
<PAGE>
 
     required, except such as are specified and have been obtained,

        (vi)  the statements in the Prospectus under "Description of the Debt
     Securities", "Plan of Distribution", "Underwriting" and [other sections],
     insofar as such statements constitute a summary of the documents or
     proceedings referred to therein, fairly present the information called for
     with respect to such documents and proceedings and

       (vii)  such counsel (1) is of the opinion that each document, if any,
     filed pursuant to the Securities Exchange Act of 1934 (except as to
     financial statements and schedules contained therein, as to which such
     counsel need not express any opinion) and incorporated by reference in the
     Prospectus complied when so filed as to form in all material respects with
     such Act and the rules and regulations thereunder, (2) is of the opinion
     that the Registration Statement and Prospectus, as amended or supplemented,
     if applicable (except as to financial statements and schedules contained
     therein, as to which such counsel need not express any opinion) comply as
     to form in all material respects with the Securities Act of 1933 and the
     rules and regulations thereunder, (3) believes that (except for the
     financial statements and schedules contained therein, as to which such
     counsel need not express any belief) each part of the registration
     statement (including the documents incorporated by reference therein),
     filed with the Commission pursuant to the Securities Act of 1933 relating
     to the Securities, when such part became effective, did not contain any
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and that the Registration Statement and the Prospectus on
     the date of the Underwriting Agreement did not, and the Prospectus, as
     amended or supplemented, if applicable, on the Closing Date does not,
     contain any untrue statement of a material fact or omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

                                       2
<PAGE>
 
                                   EXHIBIT B



                   Opinion of Davis Polk & Wardwell, Counsel
                             for the Underwriters


          The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to
be delivered pursuant to Article V, paragraph (c) of the document entitled
Weyerhaeuser Company Underwriting Agreement Standard Provisions (Preferred Stock
and Preference Stock) shall be to the effect that:

         (i)  the Offered Securities have been duly authorized, and, when issued
     and delivered in accordance with the provisions of this Agreement, will be
     validly issued, fully paid and non-assessable, and the issuance of such
     Offered Securities is not subject to any preemptive or similar rights,

        (ii)  the Underwriting Agreement has been duly authorized, executed and
     delivered by the Company and is a valid and binding agreement of the
     Company, except as rights to indemnity and contribution thereunder may be
     limited by applicable law,

         (iii)  the Delayed Delivery Contracts, if any, have been duly
     authorized, executed and delivered by the Company and are valid and binding
     agreements of the Company,

          (iv)  the statements in the Prospectus under "Description of the Debt
     Securities", "Plan of Distribution" and "Underwriting", insofar as such
     statements constitute a summary of the legal matters or documents referred
     to therein, fairly present the information called for with respect to such
     matters and documents and

         (v)  such counsel (1) is of the opinion that the Registration Statement
     and Prospectus, as amended or supplemented, if applicable (except as to
     financial statements and schedules contained therein, as to which such
     counsel need not express any opinion) comply as to form in all material
     respects with the Securities Act of 1933 and the rules and regulations
     thereunder and (2) believes that (except for the financial statements and
     schedules contained therein, as to which such counsel need not express any
     belief) the Registration
<PAGE>
 
     Statement and the Prospectus on the date of the Underwriting Agreement did
     not, and the Prospectus, as amended or supplemented, if applicable, on the
     Closing Date does not, contain any untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; provided that such counsel may state that their opinion and
                 --------                                                   
     belief is based upon their participation in the preparation of the
     Registration Statement and the Prospectus and any amendments and
     supplements thereto (other than the documents incorporated by reference
     therein) and review and discussion of the contents thereof, but is without
     independent check or verification except as specified.

                                       2
<PAGE>
 
                                  SCHEDULE I



                           DELAYED DELIVERY CONTRACT



                                           , 199_



Dear Sirs:

          The undersigned hereby agrees to purchase from Weyerhaeuser Company, a
Washington corporation (the "Company"), and the Company agrees to sell to the
undersigned

                           $ . . . . . . . . . . . .

principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's prospectus dated ________________, 1982 and Prospectus
Supplement dated _______________, 1982, receipt of copies of which are hereby
acknowledged, at a purchase price of $    per share and on the further terms and
conditions set forth in this contract.  The undersigned does not contemplate
selling Securities prior to making payment therefor.

          The undersigned will purchase from the Company the numbers of
Securities on the delivery dates set forth below:

<TABLE> 

        Delivery Date                  Number of Shares
        <S>                            <C>  
                                       $
 
                                       $

                                       $

</TABLE> 

Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".
<PAGE>
 
          Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds at the office
of ________________________, New York, N.Y., at 10:00 A.M. (New York time) on
the Delivery Date, upon delivery to the undersigned of the Securities to be
purchased by the undersigned on the Delivery Date, in such numbers and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.

          The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them.  Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.

          Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.

          This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

          If this contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below.  This
will become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.

                                       2
<PAGE>
 
          This contract shall be governed by and construed in accordance with
the laws of the State of New York.

                              Yours very truly,


                               __________________________ 
                                        (Purchaser)


                              By_________________________

                                _________________________ 
                                        (Title)

                                _________________________ 

                                _________________________ 
                                        (Address)


Accepted:

Weyerhaeuser Company


By_________________________

                                       3
<PAGE>
 
                 PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING



          The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows:  (Please print.)

<TABLE>
<CAPTION>
 
 
                          Telephone No.     
        Name          (Including Area Code)         Department
        -----         ---------------------         ---------- 
<S>                   <C>                        <C> 
 
 ---------------      ---------------------      ----------------  
 ---------------      ---------------------      ----------------  
 ---------------      ---------------------      ----------------  
 ---------------      ---------------------      ----------------  

</TABLE> 

                                       4

<PAGE>
 

                                                                    EXHIBIT 4(d)

                             WEYERHAEUSER COMPANY
            INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON

    NUMBER                                                            SHARES

- ---------------                                                  ---------------

                                                              SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

CUSIP                       PREFERENCE STOCK

This is to certify that 
                          ------------------------------------------------------
is the owner of 
                 ---------------------------------------------------------------
fully paid and non-assessable shares, of the par value of one dollar ($1.00) 
per share, of the                       Preference Stock of WEYERHAEUSER 
               -------------------
COMPANY, transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the Certificate of
Incorporation, as amended, copies of which are on file with the Corporation, to
all of which the holder by acceptance hereof assents.

  Witness the seal of the Corporation and the signatures of its duly authorized
officers.

Dated


- ----------------------------                  ----------------------------------
   AUTHORIZED SIGNATURE                               AUTHORIZED SIGNATURE  



<PAGE>
 
                             WEYERHAEUSER COMPANY

  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE
CORPORATION, OR SERIES THEREOF, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MUST BE MADE TO THE
OFFICE OF THE SECRETARY OF THE CORPORATION.

  The following abbreviations, when used in the inscription on the face of this 
certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

  TEN COM -- as tenants in common             
  TEN EN  -- as tenants by the entireties
  JT TEN  -- as joint tenants with right of
             suvivorship and not as tenants
             in common


  UNIF GIFT MIN ACT--  ..........Custodian.........
                       (Cust)................(Minor)
                       under Uniform Gifts to Minors
                       Act................
                            (State)

    Additional abbreviations may also be used though not in the above list.


For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE         

- --------------------------------------


- --------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                                                       shares
- ---------------------------------------------------------------------
of the Preferred Stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

- ---------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.


Dated ______________________

                                  ----------------------------------------------
                                  THE SIGNATURE TO THIS ASSIGNMENT MUST
                                  CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                        NOTICE:   CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                  ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                  WHATEVER.



<PAGE>
 
                                                                    EXHIBIT 4(e)

                             WEYERHAEUSER COMPANY
            INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON

    NUMBER                                                            SHARES

- ---------------                                                  ---------------

                                                              SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

CUISP                           PREFERENCE STOCK

This is to certify that 
                          ------------------------------------------------------
is the owner of 
                 ---------------------------------------------------------------
fully paid and non-assessable shares, of the par value of one dollar ($1.00) 
per share, of the                       Preference Stock of WEYERHAEUSER 
                   -------------------
COMPANY, transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the Certificate of
Incorporation, as amended, copies of which are on file with the Corporation, to
all of which the holder by acceptance hereof assents.

  Witness the seal of the Corporation and the signatures of its duly authorized
officers.

Dated


- ----------------------------                  ----------------------------------
   AUTHORIZED SIGNATURE                               AUTHORIZED SIGNATURE  


<PAGE>
 
                             WEYERHAEUSER COMPANY

  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO 
REQUESTS
A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, 
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION, OR 
SERIES THEREOF, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH 
PREFERENCES AND/OR RIGHTS.  SUCH REQUEST MUST BE MADE TO THE OFFICE OF THE 
SECRETARY OF THE CORPORATION.

  The following abbreviations, when used in the inscription on the face of this 
certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

  TEN COM -- as tenants in common             
  TEN EN  -- as tenants by the entireties
  JT TEN  -- as joint tenants with right of
             suvivorship and not as tenants
             in common


  UNIF GIFT MIN ACT--  ..........Custodian.........
                       (Cust)................(Minor)
                       under Uniform Gifts to Minors
                       Act................
                            (State)

    Additional abbreviations may also be used though not in the above list.


For value received, ___________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE         

- --------------------------------------


- --------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                                                       shares
- ---------------------------------------------------------------------
of the Preference Stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

- ---------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.


Dated ______________________

                                  ----------------------------------------------
                                  THE SIGNATURE TO THIS ASSIGNMENT MUST
                                  CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                        NOTICE:   CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                  ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                  WHATEVER.



<PAGE>
 
                                                                      EXHIBIT 25
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                           _________________________

                                   FORM  T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                  ___________________________________________
              CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ________________________________________

                                 CHEMICAL BANK

              (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                General Counsel
                                270 Park Avenue
                            New York, New York 10017
                              Tel:  (212) 270-2611
           (Name, address and telephone number of agent for service)
                 _____________________________________________
                              WEYERHAEUSER COMPANY
              (Exact name of obligor as specified in its charter)

Washington                                         91-0470860
(State or other jurisdiction of                 (I.R.S. employer
incorporation or organization)                  identification No.


Tacoma, Washington                                     98477
(Address of principal executive offices)            (Zip Code)

                 _____________________________________________
                                Debt Securities
                      (Title of the indenture securities)

- --------------------------------------------------------------------------------
<PAGE>
 
                                    GENERAL
                                        
Item 1.  General Information.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
     it is subject. New York State Banking Department, State House, Albany, New
     York  12110.

     Board of Governors of the Federal Reserve System, Washington, D.C., 20551
     and Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
     New York, N.Y.

     Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b)  Whether it is authorized to exercise corporate trust powers.

       Yes.


Item 2.  Affiliations with the Obligor.

     If the obligor is an affiliate of the trustee, describe each such
affiliation.

     None.

                                     - 2 -
<PAGE>
 


16.   List of Exhibits
 
      List below all exhibits filed as a part of this Statement of Eligibility.

      1.  A copy of the Articles of Association of the Trustee as now in effect,
including the  Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement  No. 33-50010, which is incorporated by
reference).

      2.  A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

      3.  None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

      4.  A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-46892, which is
incorporated by reference).

      6.  The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference).

      7.  A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.


                                   SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 30th day of March 1994.


 
                            CHEMICAL BANK


 
                            By  /s/ Thomas J. Foley
                               -----------------------------------------------
                                Thomas J. Foley
                                Vice President

                                     - 3 -
<PAGE>
 
                             Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                                 Chemical Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

           at the close of business September 30, 1993, published in
        accordance with a call made by the Federal Reserve Bank of this
        District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                         DOLLAR AMOUNTS
            ASSETS                                        IN MILLIONS
<S>                                                   <C> 
Cash and balances due from depository institutions:

  Noninterest-bearing balances and
  currency and coin.................................          $  4,731
  Interest-bearing balances.........................             5,829
Securities..........................................            21,834
Federal Funds sold and securities purchased under
  agreements to resell in domestic offices of the
  bank and of its Edge and Agreement subsidiaries,
  and in IBF's:
  Federal funds sold................................             2,125
  Securities purchased under agreements to resell...               900
Loans and lease financing receivables:
  Loans and leases, net of unearned income  $ 60,826
  Less: Allowance for loan and lease losses    2,326
  Less: Allocated transfer risk reserve....      121
                                            --------
  Loans and leases, net of unearned income,
   allowance, and reserve ..........................            58,379
Assets held in trading accounts.....................             8,556
Premises and fixed assets (including capitalized
 leases) ...........................................             1,238
Other real estate owned.............................               713
Investments in unconsolidated subsidiaries and
 associated companies ..............................               112
Customer's liability to this bank on acceptance
 outstanding .......................................             1,063
Intangible assets...................................               526
Other assets........................................             9,864
                                                              --------
TOTAL ASSETS........................................          $115,510
                                                              ========
</TABLE>












                                     - 4 -

<PAGE>
 
<TABLE>
<CAPTION>
                                  LIABILITIES
<S>                                                          <C>
Deposits
  In domestic offices......................................  $ 51,611
  Noninterest-bearing ...........................$19,050
  Interest-bearing .............................. 32,561
                                                 -------
  In foreign offices, Edge and Agreement subsidiaries, 
  and IBF's ............................................       24,886
  Noninterest-bearing ...........................$   136
  Interest-bearing .............................. 24,750
                                                 -------  
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
  of its Edge and Agreement subsidiaries, and in IBF's
  Federal funds purchased...............................        8,496
  Securities sold under agreements to repurchase........          514
Demand notes issued to the U.S. Treasury................        1,501
Other Borrowed money....................................        8,538
Mortgage indebtedness and obligations under capitalized
 leases ................................................           20
Bank's liability on acceptances executed and outstanding        1,084
Subordinated notes and debentures.......................        3,500
Other liabilities.......................................        7,419
 
TOTAL LIABILITIES.......................................      107,569
                                                              -------
</TABLE>
                                 EQUITY CAPITAL
<TABLE>
<CAPTION>
 
<S>                                                          <C>
Common stock............................................          620
Surplus.................................................        4,501
Undivided profits and capital reserves..................        2,663
Less: Net unrealized loss on marketable equity
        securities......................................         (159)
Cumulative foreign currency translation adjustments.....           (2)
 
TOTAL EQUITY CAPITAL....................................        7,941
 
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
  STOCK AND EQUITY CAPITAL..............................     $115,510
                                                             ========
</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition is true and correct to the best of my knowledge
and belief.

                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this statement of resources and liabilities.  We
declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in confor-
mance with the instructions and is true and correct.


                    WALTER V. SHIPLEY       )
                    EDWARD D. MILLER        )DIRECTORS
                    WILLIAM B. HARRISON     )

                                     - 5 -



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission