Registration No. 333-
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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 of (IRS Employer
Incorporation or Organization) Identification No.)
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98003
(Address of Principal Executive Offices) (Zip Code)
WEYERHAEUSER COMPANY 401(K) AND PERFORMANCE SHARE PLAN
(Full Title of the Plan)
SANDY D. MCDADE Copies to:
Secretary ----------
Weyerhaeuser Company Neal Sullins
Tacoma, Washington 98477 Weyerhaeuser Company
(206) 924-5272 Tacoma, Washington 98477
(Agent For Service) (206) 924-3773
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
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Weyerhaeuser 50,000 2 $43.32 3 $2,165,750 4 $747
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 $43.32 based on the average of
the high ($43.75) and low ($42.88) for the common stock as reported
on the New York Stock Exchange on March 6, 1996.
4 Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457 under the Securities Act of 1933, as amended.
<PAGE>
Part II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual report on Form 10-K for the
fiscal year end December 25, 1994.
(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's Form 10-K
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.
All documents subsequently filed by the Registrant
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.
All annual reports on Form 11-K filed after the date
hereof by the Registrant's 401(k) and Performance Share Plan
pursuant to Section 15(d) of 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.
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 circumstances for liabilities (including
reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended.
<PAGE>
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.
Exhibit
Number Description
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5.1 Legality Opinion of Sandy D. McDade
5.2 ERISA undertaking (See Item 9)
23.1 Consent of Attorney (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (see signature page)
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;
<PAGE>
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
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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 Exchange Act 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 Exchange Act (and, each filing of the plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) 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.
The Registrant undertakes that it will submit 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.
<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 8th day of March, 1996.
WEYERHAEUSER COMPANY
By /s/ Sandy D. McDade
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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 Neal Sullins, 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 March 8, 1996
- ----------------------------- Chief Executive Officer
John W. Creighton, Jr.
/s/ William C. Stivers Senior Vice President and March 8, 1996
- ------------------------------ Chief Financial Officer
William C. Stivers
/s/ Kenneth J. Stancato Vice President and March 8, 1996
- ------------------------------ Controller
Kenneth J. Stancato
<PAGE>
Signature Title Date
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/s/ William H. Clapp Director March 8, 1996
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William H. Clapp
/s/ W. John Driscoll Director March 8, 1996
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W. John Driscoll
/s/ Don C. Frisbee Director March 8, 1996
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Don C. Frisbee
/s/ Philip M. Hawley Director March 8, 1996
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Philip M. Hawley
/s/ Martha R. Ingram Director March 8, 1996
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Martha R. Ingram
/s/ John I. Kieckhefer Director March 8, 1996
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John I. Kieckhefer
/s/ William D. Ruckelshaus Director March 8, 1996
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William D. Ruckelshaus
/s/ Richard H. Sinkfield Director March 8, 1996
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Richard H. Sinkfield
/s/ George H. Weyerhaeuser Director March 8, 1996
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George H. Weyerhaeuser
<PAGE>
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 County of King, State of
Washington, on this 8th day of March, 1996.
WEYERHAEUSER COMPANY
401(K) AND PERFORMANCE SHARE
PLAN
By /s/ W. C. Stivers
---------------------------
W. C. Stivers
Chairman, Retirement Committee
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- --------- -------------------------------------------- ---------------
5.1 Legality Opinion of Sandy D. McDade 10
5.2 ERISA undertaking is contained in Item 9 4
23.1 Consent of Attorney (included in
opinion filed as Exhibit 5.1) 10
23.2 Consent of Arthur Andersen LLP 12
24 Power of Attorney (see signature page) 5
<PAGE>
Exhibit 5.1
<PAGE>
March 8, 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 March 8, 1996 (the
"Registration Statement") relating to the registration of
interests in the Weyerhaeuser Company 401(k) and Performance
Share 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
<PAGE>
Exhibit 23.2
<PAGE>
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 LLP
Seattle, Washington
March 8, 1996
