Registration No. 333-
- --------------------------------------------------------------------------
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98003
(Address of Principal Executive Offices) (Zip Code)
WEYERHAEUSER COMPANY INVESTMENT GROWTH AND PERFORMANCE SHARE PLAN
NORPAC HOURLY 401(K) AND PERFORMANCE SHARE PLAN
WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
NUMBER ONE
WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
NUMBER TWO
(Full Title of the Plans)
SANDY D. MCDADE Copies to:
Secretary ----------
Weyerhaeuser Company Claire S. Grace
Tacoma, Washington 98477 Weyerhaeuser Company
(253) 924-5272 Tacoma, Washington 98477
(253) 924-5548
(Name, Address and 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
Company Shares, 3,625,000(2)(3) $50.8438(4) $184,308,594(2)(5) $54,371.04
par value $1.25
per share(1)
==========================================================================
- -----------------------------------
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 Pursuant to Instruction E to Form S-8, this registration statement
registers additional shares of the Registrant's Common Stock for the
following benefit plans in the following amounts and for the following
estimated aggregate value: 3,000,000 shares with an estimated aggregate
value of $152,531,250 for the Weyerhaeuser Company Investment Growth and
Performance Share Plan, 50,000 shares with an estimated aggregate value of
$2,542,188 for the NORPAC Hourly 401(k) and Performance Share Plan,
500,000 shares with an estimated aggregate value of $25,421,875 for
the Weyerhaeuser Company Hourly 401(k) and Performance Share Plan -
Number One, and 75,000 shares with an estimated aggregate value
<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
ended December 28, 1997 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 33-60521, 33-
60527, 333-10165 and 33-60529 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. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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
- --------------------------------------------------------------------------
of $3,813,281 for the Weyerhaeuser Company Hourly 401(k) and Performance
Share Plan - Number Two. The aggregate value is estimated based upon
the Proposed Maximum Offering Price Per Share (see footnote 4) of
$50.8438.
3 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.
4 The price per share is estimated to be $50.8438 based on the
average of the high ($51.8125) and low ($49.875) for the common stock as
reported on the New York Stock Exchange on June 10, 1998.
5 Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
2
<PAGE>
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. 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. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ---------- --------------------------------------------------------------
<S> <C>
5.1 Legality Opinion of Claire S. Grace
5.2 ERISA undertaking is contained in Item 9(e)
23.1 Consent of Attorney (included in opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (see signature page)
</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;
3
<PAGE>
(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.
(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 11th day of June, 1998.
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 A. Dowdy, Sandy D. McDade and
Claire S. Grace, 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/ Steven R. Rogel President, Chief June 11, 1998
- ----------------------- Executive Officer
Steven R. Rogel and Director
/s/ William C. Stivers Executive Vice June 11, 1998
- ----------------------- President and Chief
William C. Stivers Financial Officer
/s/ Kenneth J. Stancato Vice President June 11, 1998
- ----------------------- and Controller
Kenneth J. Stancato
6
<PAGE>
Signature Title Date
- --------------------------------------------------------------------------
/s/ W. John Driscoll Director June 11, 1998
- -----------------------------------
W. John Driscoll
/s/ Director
- -----------------------------------
Philip M. Hawley
/s/ Martha R. Ingram Director June 11, 1998
- -----------------------------------
Martha R. Ingram
/s/ John I. Kieckhefer Director June 11, 1998
- -----------------------------------
John I. Kieckhefer
/s/ Rt. Hon. Donald F. Manzankowski Director June 11, 1998
- -----------------------------------
Rt. Hon. Donald F. Manzankowski
/s/ William D. Ruckelshaus Director June 11, 1998
- -----------------------------------
William D. Ruckelshaus
/s/ Richard H. Sinkfield Director June 11, 1998
- -----------------------------------
Richard H. Sinkfield
/s/ James N. Sullivan Director June 11, 1998
- -----------------------------------
James N. Sullivan
/s/ George H. Weyerhaeuser Director June 11, 1998
- -----------------------------------
George H. Weyerhaeuser
7
<PAGE>
PLAN SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the following Plans has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Federal Way, State of Washington, on this
11th day of June, 1998.
WEYERHAEUSER COMPANY INVESTMENT GROWTH AND
PERFORMANCE SHARE PLAN
NORPAC HOURLY 401(K) AND PERFORMANCE SHARE
PLAN
WEYERHAEUSER COMPANY HOURLY 401(K) AND
PERFORMANCE SHARE PLAN - NUMBER ONE
WEYERHAEUSER COMPANY HOURLY 401(K) AND
PERFORMANCE SHARE PLAN - NUMBER TWO
By /s/ Kenneth B. Wallace
----------------------------------------
Kenneth B. Wallace
Director-Employee Benefits
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- -------- ----------------------------------------------- -------------
<S> <C> <C>
5.1 Legality Opinion of Claire S. Grace 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 LLP 13
24 Power of Attorney (see signature page) 6
</TABLE>
9
<PAGE>
Exhibit 5.1
10
<PAGE>
June 11, 1998
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 12, 1998 (the
"Registration Statement") relating to the registration of interests in
the Weyerhaeuser Company Investment Growth and Performance Share Plan;
the NORPAC Hourly 401(k) and Performance Share Plan; the Weyerhaeuser
Company Hourly 401(k) and Performance Share Plan - Number One; and the
Weyerhaeuser Company Hourly 401(k) and Performance Share Plan - Number Two
(collectively, the "Plans") and related Weyerhaeuser Company Common Stock,
which may be sold pursuant to the Plans. The shares of Common Stock
issued pursuant to the Plans 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 Plans 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 Plans, and the receipt of consideration therefor in accordance
with the terms of the Plans, 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/ Claire S. Grace
Claire S. Grace
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 11, 1998 included (or incorporated by reference)
in Weyerhaeuser Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Seattle, Washington
June 11, 1998
13
