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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
TACOMA, WASHINGTON 98477-2999
(Address of Principal Executive Offices) (Zip Code)
WEYERHAEUSER COMPANY 1998 LONG-TERM
INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
SANDY D. MCDADE Copies to:
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Secretary Claire S. Grace
Weyerhaeuser Company Weyerhaeuser Company
Tacoma, Washington 98477-2999 Tacoma, Washington 98477-2999
(Name and Address of Agent For Service) (253) 924-5548
(253) 924-5272
(Telephone Number of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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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<S> <C> <C> <C> <C>
Weyerhaeuser
Company
Shares, par
value $1.25
per share 9,800,000 1 $ 53.125 2 $520,625,000 2 $ 144,734 3
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</TABLE>
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1 Includes an indeterminate number of additional shares that 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.
2 The price per share is estimated to be $53.125 based on the average
of the high ($53.9375) and low ($52.3125) for the common stock as
reported on the New York Stock Exchange on March 8, 1999.
3 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 (d) 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 27, 1998, 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.
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 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
2
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proceeding, whether civil, criminal, administrative or investigative.
Pursuant to the Registrant's Restated Articles of Incorporation, if the
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 will be eliminated or limited to the fullest
extent permitted by the amended Act. 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.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Legality Opinion of Claire S. Grace
23.1 Consent of Attorney (included in opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
</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
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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.
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(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 to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus
is sent or given, the latest annual report to shareholders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(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 by the Registrant 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.
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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 City of Federal
Way, State of Washington, on this 12th day of March, 1999.
WEYERHAEUSER COMPANY
By /s/ Sandy D. McDade
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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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Steven R. Rogel President, Chief March 12, 1999
- -------------------- Executive Officer
Steven R. Rogel and Director
/s/ William C. Stivers Executive Vice March 12, 1999
- ---------------------- President and
William C. Stivers Chief Financial
Officer
/s/ Kenneth J. Stancato Vice President and March 12, 1999
- ----------------------- Controller
Kenneth J. Stancato
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ W. John Driscoll Director March 12, 1999
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W. John Driscoll
- ---------------------- Director
Philip M. Hawley
/s/ Martha R. Ingram Director March 12, 1999
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Martha R. Ingram
/s/ John I. Kieckhefer Director March 12, 1999
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John I. Kieckhefer
/s/ Rt. Hon. Donald F. Mazankowski Director March 12, 1999
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Rt. Hon. Donald F. Mazankowski
/s/ William D. Ruckelshaus Director March 12, 1999
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William D. Ruckelshaus
/s/ Richard H. Sinkfield Director March 12, 1999
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Richard H. Sinkfield
/s/ James N. Sullivan Director March 12, 1999
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James N. Sullivan
/s/ George H. Weyerhaeuser Director March 12, 1999
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George H. Weyerhaeuser
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
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<S> <C> <C>
5.1 Legality Opinion of Claire S. Grace 9
23.1 Consent of Attorney (included in 9
opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP 11
</TABLE>
7
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Exhibit 5.1
8
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March 12, 1999
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 12, 1999 (the
"Registration Statement") relating to the registration of shares of
Weyerhaeuser Company Common Stock, which may be distributed or sold to
participants pursuant to the Weyerhaeuser Company 1998 Long-Term
Incentive Compensation Plan (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 that 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 we 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/ Claire S. Grace
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Claire S. Grace
Senior Legal Counsel
9
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Exhibit 23.2
10
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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 10, 1999 included (or incorporated by
reference) in Weyerhaeuser Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 1998, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Seattle, Washington
March 12, 1999
