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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 28, 2002
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
WASHINGTON 1-4825 91-0470860
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
33663 WEYERHAEUSER WAY SOUTH
FEDERAL WAY, WASHINGTON 98063-9777
(address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (253) 924-2345
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Weyerhaeuser Company, a Washington corporation ("Weyerhaeuser"), has
entered into an Agreement and Plan of Merger dated as of January 28, 2002, among
Weyerhaeuser, Company Holdings, Inc., a Washington corporation and a wholly
owned subsidiary of Weyerhaeuser (the "Purchaser"), and Willamette Industries,
Inc., an Oregon corporation ("Willamette") (the "Merger Agreement") pursuant to
which Weyerhaeuser will acquire Willamette for $55.50 per share of Willamette
common stock, in cash.
The Merger Agreement contemplates the continuation of the
Purchaser's existing tender offer to purchase all outstanding shares of
Willamette common stock at a price of $55.50 per share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 28, 2000, the Supplement
thereto dated May 7, 2001, the second Supplement thereto dated January 28,
2002 and in the revised Letter of Transmittal (collectively, the "Offer").
Following consummation of the Offer and the satisfaction or waiver of certain
conditions, the Purchaser will be merged with and into Willamette (the
"Merger") with Willamette surviving the Merger as a subsidiary of
Weyerhaeuser, whereby all of the remaining outstanding shares of Willamette
common stock will be converted into the right to receive $55.50 per share in
cash.
On January 28, 2002, Weyerhaeuser and Willamette issued a press release
regarding the execution of the Merger Agreement.
The foregoing description of the Merger does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
filed as Exhibit No. 2.1 hereto.
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ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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2.1. Agreement and Plan of Merger dated as of January 28, 2002, by and
among Weyerhaeuser Company, a Washington corporation, Company
Holdings, Inc., a Washington corporation and a wholly owned
subsidiary of Weyerhaeuser Company, and Willamette Industries,
Inc., an Oregon corporation (incorporated by reference to
Exhibit (a)(5)(QQQ) to Amendment No. 70 to Schedule TO filed by
Weyerhaeuser Company and Company Holdings, Inc. on January 29,
2002).
99.1. Press Release dated January 28, 2002 (incorporated by reference
to Exhibit (a)(5)(PPP) to Amendment No. 69 to Schedule TO filed
by Weyerhaeuser Company and Company Holdings, Inc. on January 28,
2002).
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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/ STEVEN R. ROGEL
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Name: Steven R. Rogel
Title: President and Chief
Executive Officer
Dated: January 29, 2002