Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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WEYERHAEUSER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
STATE OF WASHINGTON 91-0470860
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98003
(Address of Principal Executive Offices) (Zip Code)
WEYERHAEUSER COMPANY INVESTMENT GROWTH PLAN
(Full Title of the Plan)
SANDY D. MCDADE Copies to:
Secretary Cynthia J. Alexander
Weyerhaeuser Company Weyerhaeuser Company
Tacoma, Washington 98477 Tacoma, Washington 98477
(Name and Address of Agent For Service) (206) 924-2728
(206) 924-5272
(Telephone Number of Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered Per Share Offering Fee
Price
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<S> <C> <C> <C> <C>
Weyerhaeuser 8,421,587 2 $44.25 3 $372,655,225 4 $128,501.80
Company Shares,
par value $1.25 per
share 1
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_______________________________
1 In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this registration statement also
covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plans described
herein.
2 Includes an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved
for issuance pursuant to the plan as the result of any
future stock split, stock dividend or similar adjustment
of the outstanding Common Stock of the Registrant.
3 The price per share is estimated to be $44.25 based on the
average of the high ($44.50) and low ($44.00) for the
common stock as reported on the New York Stock Exchange on
June 19, 1995.
4 Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457 under the
Securities Act of 1933, as amended.
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Part II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents listed in (a) through (e) below
are incorporated herein by reference and all documents
subsequently filed pursuant to Section 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents:
(a) The Registrant's Annual report on Form 10-K for the
fiscal year end December 25, 1994, filed with the Securities
and Exchange Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act as amended; which contains audited financial
statements for the Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant document referred to in
(a) above.
(c) The description of the Registrant's Common Stock
contained in a registration statement filed under Section 12 of
the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
(d) The contents of Registration statement number 2-
27929, Registration statement number 2-58498, and Registration
statement number 2-81463 filed with the Securities and Exchange
Commission, including any amendments or reports filed for the
purpose of updating such statements.
(e) All annual reports on Form 11-K filed by the
Registrant's Investment Growth Plan pursuant to Section 15(d)
of the Exchange Act after the date hereof.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-laws provide that the Registrant shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that the person is or was a director, officer
or employee of the corporation, or who is or was serving at the
request of the corporation, as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust,
other enterprise, or employee benefit plan against judgements,
penalties, fines, settlements and reasonable expenses actually
incurred by the person in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in
and permitted by the Business Corporation Act of the State of
Washington (the "Act"), and any other applicable law, as from
time to time in effect. Section 23B.08.510 of
the Act, as amended, authorizes a court to
award, or a corporation to grant, subject to certain
limitations, indemnity to its directors and officers against
reasonable expenses actually incurred in defending litigation
against them in their capacities as directors and officers.
This indemnity to directors and officers is sufficiently broad to
permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.
Pursuant to section 23B.08.560 of the Act,
the scope of the indemnification to
the Registrant's directors and officers includes a right to
indemnification for all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes,
penalties and amounts paid in settlement) actually incurred by
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative. Pursuant to the Registrant's Restated Articles of
Incorporation, if the Washington Business Corporation Act is
amended to authorize
2
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corporate action further eliminating or
limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated
or limited to the fullest extent permitted by the Washington
Business Corporation Act, as so amended. The Registrant's
Restated Articles of Incorporation also inplements section
23B.08.320 which permits a corporation to
limit the personal liability of directors to the
corporation or its shareholders for monetary damages. The
Registrant may also indemnify and advance
expenses under RCW
23B.08.510 through 23B.08.560 to an employee or agent of the
corporation who is not a director to the same extent as to a
director.
The Registrant has obtained and maintains a standard form
officers' and directors' liability insurance policy insuring
its officers and directors against certain liabilities for
certain acts or omissions while acting in their official
capacity including liability under the Securities Act of 1933.
Item 8. Exhibits.
Exhibit
Number Description
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5.1 Legality Opinion of Sandy D. McDade
5.2 ERISA undertaking
23.1 Consent of Attorney
23.2 Consent of Arthur Andersen L.L.P.
24 Power of Attorney
Item 9. Undertakings.
(a) 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 as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended,
that are incorporated by reference in the Registration
Statement.
(2) That, for purposes of determining any liability under
the Securities Act of 1933, as amended, 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.
(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.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the Registrant's annual
report filed pursuant to
Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934, as amended,) that is incorporated by reference in the
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.
(c) The undersigned Registrant hereby undertakes
(1) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is sent or
given, a copy
of the Registrant's annual report to shareholders for its last
fiscal year, unless such employee otherwise has received a copy
of such report in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee. If the
last fiscal year of the issuer has ended within 120 days prior
to the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last
fiscal year will be furnished to each such employee.
(2) To transmit or cause to be transmitted to all
employees participating in the plan who do not otherwise
receive such material as shareholders of the Registrant, at the
time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and other
communications distributed to its shareholders generally.
(3) Where interests in a plan are registered herewith, to
transmit or cause to be transmitted promptly, without charge,
to any participant in the plan who makes a written request, a
copy of the then latest annual report of the plan filed
pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Form 11-K). If such report is filed separately on Form 11-
K, such form shall be delivered upon written request. If such
report is filed as a part of the Registrant's annual report on
Form 10-K, that entire report (excluding exhibits) shall be
delivered upon written request. If such report is filed as a
part of the Registrant's annual report to shareholders
delivered pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.
(d) 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, 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 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 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.
(e) The undersigned Registrant hereby undertakes that the
Registrant will submit or has submitted the Plan to the
Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS to qualify the Plan.
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SIGNATURES.
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
County of King, State of Washington, on this 20th day of
June, 1995.
WEYERHAEUSER COMPANY
By /s/Sandy D. McDade
Sandy D. McDade
Secretary
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert
C. Lane, Sandy D. McDade and Cynthia J. Alexander, and each of
them, as true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, to execute in the name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as could be done in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/John W. Creighton Jr. President and June 20, 1995
John W. Creighton, Jr. Chief Executive Office
/s/W. C. Stivers Senior Vice President and June 20, 1995
William C. Stivers Chief Financial Officer
/s/Kenneth J. Stancato Vice President and Controller June 20, 1995
Kenneth J. Stancato
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Signature Title Date
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/s/William Clapp Director June 20, 1995
William H. Clapp
/s/W. John Driscoll Director June 20, 1995
W. John Driscoll
/s/Don C. Frisbee Director June 20, 1995
Don C. Frisbee
/s/P. M. Hawley Director June 20, 1995
Philip M. Hawley
/s/John I. Kieckhefer Director June 20, 1995
John I. Kieckhefer
Director
William D. Ruckelshaus
/s/Richard H. Sinkfield Director June 20, 1995
Richard H. Sinkfield
/s/George H. Weyerhaeuser Director June 20, 1995
George H. Weyerhaeuser
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PLAN SIGNATURES.
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Pursuant to the requirements of the Securities Act of
1933, as amended the Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tacoma, State of
Washington, on this 20th day of June, 1995.
WEYERHAEUSER COMPANY
INVESTMENT GROWTH PLAN
By /s/W.C. Stivers
W. C. Stivers
Chairman, Retirement Committee
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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5.1 Legality Opinion of Sandy D. McDade 10
5.2 ERISA undertaking is contained in Item
9(e) 4
23.1 Consent of Attorney (included in
opinion filed as Exhibit 5.1) 10
23.2 Consent of Arthur Andersen L.L.P. 12
24 Power of Attorney (see signature page) 5
8
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Exhibit 5.1
9
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June 20, 1995
Re: Registration on Form S-8 of Shares of Common Stock,
par value of $1.25 per share, of Weyerhaeuser Company.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-
8 pursuant to the Securities Act of 1933, as amended (the
"Act"), which is being filed with the Securities and Exchange
Commission by Weyerhaeuser Company, a Washington corporation
(the "Company") on or about June 23, 1995 (the "Registration
Statement") relating to the registration of interests in the
Weyerhaeuser Company Investment Growth Plan (the "Plan")
and related Weyerhaeuser Company Common Stock, which may be
sold pursuant to the Plan. The shares of Common Stock
issued pursuant to the plan may be either issued directly
from the company or purchased on the open market. This
opinion is limited to those shares of Common Stock which will
be originally issued (the "Shares").
I have examined and am familiar with the Registration
Statement, the plan and such documents and records of the
Company and other documents as I have deemed necessary for
the purpose of this opinion. In giving this opinion, I am
assuming the authenticity of all instruments presented to me
as originals, the conformity with originals of all instruments
presented to me as copies and the genuineness of all
signatures.
Based upon and subject to the foregoing and giving regard
to legal considerations I deem relevant, I am of the opinion
that the shares have been duly authorized and that, upon
the due execution by the Company and the registration by its
registrar of such Shares and the issuance and sale thereof by
the company in accordance with the terms of the Plan, and
the receipt of consideration therefor in accordance with the
terms of the Plan, such Shares will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/Sandy D. McDade
Sandy D. McDade
Secretary and
Senior Legal Counsel
10
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Exhibit 23.2
11
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement
on Form S-8 of our reports dated February 7, 1995 included (or
incorporated by reference) in Weyerhaeuser Company's Annual
Report on Form 10-K for the fiscal year ended December 25,
1994, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN L.L.P.
Seattle, Washington
June 19, 1995
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