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 (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 PERFORMANCE SHARE PLAN
TJ INTERNATIONAL, INC. INVESTMENT PLAN
MACMILLAN BLOEDEL OF AMERICA INC. HOURLY EMPLOYEES' SAVINGS PLAN
MACMILLAN BLOEDEL OF AMERICA INC. SALARIED EMPLOYEES' SAVINGS PLAN
(Full Title of the Plans)
CLAIRE S. GRACE Copies to:
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Secretary Robert A. Dowdy
Weyerhaeuser Company Weyerhaeuser Company
Federal Way, Washington 98003 Federal Way,
Washington 98003
(253) 924-5272 (253) 924-5548
(Name, Address and Telephone Number of
Agent For Service)
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CALCULATION OF REGISTRATION FEE
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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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Weyerhaeuser
Company
Shares,
par
value
$1.25
per 1,513,428 $47.7188(4) $72,218,906.25(2)(5) $20,077
share(1) shares(2)(3)
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<FN>
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 This registration statement registers shares of the Registrant's
Common Stock for the following benefit plans in the following amounts and
for the following estimated aggregate value:1,438,428 shares with an
estimated aggregate value of $68,640,000 for the Weyerhaeuser Company
Performance Share Plan, 25,000 shares with an estimated aggregate value of
$1,192,968.75 for the TJ International, Inc. Investment Plan, 25,000
shares with an estimated aggregate value of $1,192,968.75 for the
MacMillan Bloedel of America Inc. Hourly Employees' Savings Plan, and
25,000 shares with an estimated aggregate value of $1,192,968.75 for the
MacMillan Bloedel of America Inc. Salaried Employees' Savings Plan. The
aggregate value is estimated based upon the Proposed Maximum Offering
Price Per Share (see footnote 4) of $47.7188.
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 $47.7188 based on the
average of the high ($50.125) and low ($45.3125) for the common stock as
reported on the New York Stock Exchange on December 21, 2000.
5 Estimated solely for the purposes 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 ended December 26, 1999 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) All annual reports on Form 11-K filed by the Registrant's
Performance Share Plan, TJ International, Inc. Investment Plan, MacMillan
Bloedel of America Inc. Hourly Employees' Savings Plan and MacMillan
Bloedel of America Inc. Salaried Employees' Savings 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 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
2
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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.
Exhibit
Number Description
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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)
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,
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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
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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 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 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 Plans to the Internal Revenue Service (the
"IRS") in a timely manner and will make all changes required by the IRS to
qualify the Plans.
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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 28th day of December, 2000.
WEYERHAEUSER COMPANY
By /s/ Claire S. Grace
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Claire S. Grace
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert A. Dowdy 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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Signature Title Date
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/s/ Steven R. Rogel President, Chief December 28, 2000
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Steven R. Rogel Executive Officer
and Director
/s/ William C. Stivers Executive Vice December 28, 2000
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William C. Stivers President and
Chief Financial
Officer
/s/ Kenneth J. Stancato Vice President December 28, 2000
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Kenneth J. Stancato and Controller
5
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Signature Title Date
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/s/ W. John Driscoll Director December 28, 2000
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W. John Driscoll
/s/ Richard F. Haskayne Director December 28, 2000
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Richard F. Haskayne
/s/ Robert J. Herbold Director December 28, 2000
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Robert J. Herbold
/s/ Martha R. Ingram Director December 28, 2000
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Martha R. Ingram
/s/ John I. Kieckhefer Director December 28, 2000
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John I. Kieckhefer
/s/ Arnold G. Langbo Director December 28, 2000
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Arnold G. Langbo
/s/ Rt. Hon. Donald F. Manzankowski Director December 28, 2000
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Rt. Hon. Donald F. Manzankowski
/s/ William D. Ruckelshaus Director December 28, 2000
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William D. Ruckelshaus
/s/ Richard H. Sinkfield Director December 28, 2000
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Richard H. Sinkfield
/s/ James N. Sullivan Director December 28, 2000
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James N. Sullivan
/s/ Clayton K. Yeutter Director December 28, 2000
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Clayton K. Yeutter
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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 28th
day of December, 2000.
WEYERHAEUSER COMPANY PERFORMANCE SHARE PLAN
TJ INTERNATIONAL, INC. INVESTMENT PLAN
MACMILLAN BLOEDEL OF AMERICA INC. HOURLY
EMPLOYEES' SAVINGS PLAN
MACMILLAN BLOEDEL OF AMERICA INC. SALARIED
EMPLOYEES' SAVINGS PLAN
By /s/ Kenneth B. Wallace
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Kenneth B. Wallace
Director-Employee Benefits
7
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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5.1 Legality Opinion of Claire S. Grace 10
5.2 ERISA undertaking is contained in
Item 9(e) 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
8
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Exhibit 5.1
9
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December 28, 2000
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 December 29, 2000 (the
"Registration Statement") relating to the registration of interests in the
Weyerhaeuser Company Performance Share Plan; the TJ International, Inc.
Investment Plan; the MacMillan Bloedel of America Inc. Hourly Employees'
Savings Plan; and the MacMillan Bloedel of America Inc. Salaried
Employees' Savings Plan (collectively, the "Plans") and related
Weyerhaeuser Company Common Stock that 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
Corporate Secretary and
Assistant General Counsel
10
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Exhibit 23.2
11
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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 9, 2000 included (or incorporated by reference)
in Weyerhaeuser Company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1999, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Seattle, Washington
December 29, 2000
12
