SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 21, 1999
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(Date of earliest event report)
WEYERHAEUSER COMPANY
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(Exact name of registrant as specified in charter)
Washington 1-4825 91-0470860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
Tacoma, Washington 98477
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(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code:
(253) 924-2345
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Item 5. Other Events
On June 21, 1999, Weyerhaeuser Company issued a press release
stating the following:
"Two of North America's largest forest products companies today
announced that they have reached an agreement for Weyerhaeuser
Company to acquire MacMillan Bloedel Limited in a stock
transaction valued at approximately US$2.45 billion (CN$3.59
billion) based on Friday's closing prices of both stocks.
Once the transaction is complete, Weyerhaeuser will become a
company with annual sales of approximately $13.3 billion (CN$19.5
billion) and a market capitalization of approximately $16.5
billion (CN$24.2 billion) based on Friday's closing price.
Already the world's largest producer of softwood lumber and
market pulp, and the second largest manufacturer of oriented
strand board (OSB), the agreement makes Weyerhaeuser one of the
top three producers of packaging solutions.
`This is an excellent strategic combination for Weyerhaeuser and
its shareholders,' said Steven R. Rogel, Weyerhaeuser chairman,
president and chief executive officer. `We have been impressed
by the action taken by MacMillan Bloedel's management to improve
their operations and the positive way in which their employees
have responded. We are acquiring modern and well-maintained
manufacturing facilities throughout Canada and the United States
that fit naturally with our operations, plus we add some of the
highest quality timberlands in Canada and the Southern U.S. to
our portfolio. These additions will have an immediate positive
effect on our earnings.'
`We believe that this combination will create the powerhouse in
the industry,' said Tom Stephens, MacMillan Bloedel president and
chief executive officer. `While we were not seeking a merger of
this nature, the terms of this agreement provide an attractive
premium to our shareholders, plus the opportunity to maintain an
interest in the clear leader in the business. The value created
for MacMillan Bloedel shareholders is a reflection of the
benefits of the restructuring and transformation program underway
over the last 18 months. It's a resounding tribute to the hard
work and dedication of all MacMillan Bloedel employees.'
The boards of both companies unanimously have approved an
agreement that provides MacMillan Bloedel shareholders with 0.28
shares of common stock in Weyerhaeuser, or 0.28 equivalent
exchangeable shares in a new Weyerhaeuser Canadian subsidiary,
for each MacMillan Bloedel share owned. The exchangeable shares
will be issued to Canadian residents who elect to receive such
shares and will be exchangeable, on a share-for-share basis, for
Weyerhaeuser Company common stock.
Weyerhaeuser intends to account for the transaction as a pooling
of interest.
Weyerhaeuser expects to realize approximately US$150 million
(CN$219 million) in annual benefits through savings in
transportation and distribution, improving purchasing practices,
increasing the balance in its manufacturing system and
streamlining operations.
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Expected to close this fall, the transaction is subject to normal
regulatory approvals in the United States and Canada and court
approval in Canada. The transaction also requires a favorable
vote by MacMillan Bloedel shareholders.
This transaction adds a significant new chapter to Weyerhaeuser's
history as a leading North American company. It has a history of
continuous growth and investment that spans nearly 100 years in
the United States and 35 years in Canada. Of its 35,000 North
American employees, 5,900 currently work for Weyerhaeuser Canada,
which is headquartered in Vancouver. Weyerhaeuser currently owns
or manages 5.3 million acres of timberland (2.1 million hectares)
throughout the United States and has timber licenses on 27
million acres (10.9 million hectares) in Canada. Its North
American operations produce pulp, paper, packaging, lumber and
structural panels that are sold around the world.
MacMillan Bloedel, which also has a long and distinguished
history in North America, currently employs 9,500 people, with
5,500 in Canada, and assets which include:
. Three containerboard mills with an annual capacity of 1.1
million tons and 19 converting facilities with an annual
production capability of 8.2 billion square feet of packaging.
. Three oriented strand board (OSB) facilities with an annual
capacity of 1.1 billion square feet (3/8 basis). The new
Saskatchewan OSB mill, currently under construction, will add 570
million square feet (3/8 basis). The agreement also includes two
plywood facilities in Eastern Canada and one in Alabama.
. Six lumber mills, many producing high value specialty lumber
from Western Red Cedar and other specialty grades in B.C., two
sawmills in Ontario, one sawmill in Saskatchewan and one in
Alabama.
. 6.9 million acres (2.8 million hectares) of productive
timberlands, of which 427,500 acres (173,000 hectares) are held
in the United States. This includes fee simple ownership of
approximately 741,300 acres (300,000 hectares) of forestland.
. 49 percent ownership of Trus Joist MacMillan (TJM), a
leading manufacturer of engineered wood products.
. 31 distribution centers located through the United States
and Canada.
`We're merging with a company that also has been focusing on
improving its operations to enhance shareholder return and
employee safety,' Rogel said. `This common focus will allow us
to implement this transaction without disrupting similar
initiatives currently underway at Weyerhaeuser. We will continue
to pursue improvements during the transition process and after
the MacMillan Bloedel employees join our company.'
`MacMillan Bloedel's people will be joining one of the world's
most highly respected companies that puts a priority on safety
and is strongly committed to the environment,' Stephens said.
`Weyerhaeuser's long history in Canada, their commitment to the
same business and community values that we prize most - and their
aggressive growth - will serve our people, customers, communities
and shareholders exceptionally well.'
Weyerhaeuser Company (NYSE: WY), one of the world's largest
integrated forest products companies, was incorporated in 1900.
It has offices or operations in 12 countries, with customers
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worldwide. Weyerhaeuser is principally engaged in the growing
and harvesting of timber; the manufacture, distribution and sale
of forest products; and real estate construction, development and
related activities.
MacMillan Bloedel (TSE: MB; NASDAQ: MMBL) is one of Canada's
largest forest products companies with integrated operations in
Canada, the United States and Mexico. The products of MacMillan
Bloedel and its affiliate companies are marketed throughout the
world and include lumber, panelboard, engineered lumber,
containerboard and corrugated containers.
This news release contains statements concerning Weyerhaeuser
Company's future results and performance, including an estimate
of annual benefits from Weyerhaeuser's acquisition of MacMillan
Bloedel, that are forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The
accuracy of such statements is subject to a number of risks,
uncertainties and assumptions that may cause actual results to
differ materially from those projected, including, but not
limited to, the effect of general economic conditions, including
the level of interest rates and housing starts; market demand for
the company's products; the effect of forestry, land use,
environmental and other governmental regulations; the ability to
obtain regulatory and other approvals for the acquisition; the
ability of Weyerhaeuser to successfully integrate the two
companies, and the risk of losses from fires, floods and other
natural disasters. The company is also a large exporter and is
affected by changes in economic activity in Europe and Asia,
particularly Japan, and by changes in currency exchange rates and
restrictions on international trade. These and other factors
that could cause or contribute to actual results differing
materially from such forward looking statements are discussed in
greater detail in the company's Securities and Exchange
Commission filings."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
WEYERHAEUSER COMPANY
By /s/ K. J. Stancato
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Its: Vice President and Controller
Date: June 22, 1999
