Registration No. 33-
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------------------
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 HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
NUMBER ONE
(Full Title of the Plan)
SANDY D. MCDADE Copies to:
Secretary ----------
Weyerhaeuser Company Cynthia J. Alexander
Tacoma, Washington 98477 Weyerhaeuser Company
(Name and Address of Agent For Service) Tacoma, Washington 98477
(206) 924-5272 (206) 924-2728
(Telephone Number of Agent For Service)
---------------------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------
Weyerhaeuser 1 (1)(2) $44.19 (1)(3) $44.19 (1)(3) $100 (1)
Company Shares,
par value $1.25
per share
==============================================================================
_______________________________
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.
(1) Pursuant to Instruction E to Form S-8, this registration
statement carries forward the registration of an aggregate of
$15,508,268 in value of the Registrant's Common Stock from the
Registrant's prior Registration Statements identified below on
form S-8 for the plans which were merged into the benefit plan
described herein effective January 1, 1995, itemized as follows:
Registration No. 33-31622 for value of $1,540,000; Registration
No. 33-60531 for value of $2,196,301; Registration No. 33-
60519 for value of $6,940,967; Registration No. 33-24385 for value
of $3,777,000; Registration No. 33-34460 for value of
$1,054,000. Based upon the Proposed Maximum Offering Price Per
Share (see footnote 3) of $44.19, the registration of 350,945
shares of the registrant's Common Stock is carried forward from
the above Registration Statements.
1
<PAGE>
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 31, 1995 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 numbers 33-41414,
33-60525, 33-31622, 33-60531, 33-60519, 33-24385, 33-34460 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 Hourly 401(K) Plan pursuant to Section 15(d) of the
Exchange Act after the date hereof.
Item 4. Not Applicable.
Item 5. Not Applicable.
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 judgments,
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
______________________________________________________________________________
(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 $44.19 based on the
average of the high ($44.75) and low ($43.625) for the common
stock as reported on the New York Stock Exchange on August 12,
1996.
2
<PAGE>
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 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 implements 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 7. Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -----------------------------------
<S> <C>
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
</TABLE>
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
3
<PAGE>
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.
(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.
4
<PAGE>
(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.
5
<PAGE>
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 14th day of August, 1996.
WEYERHAEUSER COMPANY
By /s/ Sandy D. McDade
-------------------
Sandy D. McDade
Secretary
POWER OF ATTORNEY
-----------------
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
- ------------------------------------------------------------------------------
/s/ John W. Creighton, Jr. President and August 14, 1996
--------------------------- Chief Executive Officer -----------------
John W. Creighton, Jr.
/s/ William C. Stivers Senior Vice President and August 14, 1996
--------------------------- Chief Financial Officer -----------------
William C. Stivers
/s/ Kenneth J. Stancato Vice President and Controller August 14, 1996
--------------------------- -----------------
Kenneth J. Stancato
6
<PAGE>
Signature Title Date
- ------------------------------------------------------------------------------
/s/ William H. Clapp Director August 14, 1996
---------------------------
William H. Clapp
/s/ W. John Driscoll Director August 14, 1996
---------------------------
W. John Driscoll
/s/ Philip M. Hawley Director August 14, 1996
---------------------------
Philip M. Hawley
/s/ Martha R. Ingram Director August 14, 1996
---------------------------
Martha R. Ingram
/s/ John I. Kieckhefer Director August 14, 1996
---------------------------
John I. Kieckhefer
/s/ William D. Ruckelshaus Director August 14, 1996
---------------------------
William D. Ruckelshaus
/s/ Richard H. Sinkfield Director August 14, 1996
---------------------------
Richard H. Sinkfield
/s/ George H. Weyerhaeuser Director August 14, 1996
---------------------------
George H. Weyerhaeuser
7
<PAGE>
PLAN SIGNATURES.
----------------
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
14th day of August, 1996.
WEYERHAEUSER COMPANY HOURLY 401(K)
AND PERFORMANCE SHARE PLAN - NUMBER ONE
By /s/ W. C. Stivers
----------------------
W. C. Stivers
Chairman, Retirement Committee
8
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- --------- ------------------------------------------- -------------
<S> <C> <C>
5.1 Legality Opinion of Sandy D. McDade 11
5.2 ERISA undertaking is contained in Item 9(e) 5
23.1 Consent of Attorney (included in opinion
filed as Exhibit 5.1) 11
23.2 Consent of Arthur Andersen L.L.P. 13
24 Power of Attorney (see signature page) 6
</TABLE>
9
<PAGE>
Exhibit 5.1
10
<PAGE>
August 14, 1996
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
Hourly 401(K) and Performance Share Plan - Number One (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 may 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 therefore 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
11
<PAGE>
Exhibit 23.2
12
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
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 12, 1996 included (or
incorporated by reference) in Weyerhaeuser Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995,
and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN L.L.P.
Seattle, Washington
August 14, 1996
13
