8-K 1 f8koct21.txt OCTOBER 21, 2005 8-K 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 October 21, 2005 ---------------------------------- (Date of earliest event report) WEYERHAEUSER COMPANY (Exact name of registrant as specified in charter) Washington 1-4825 91-0470860 ---------- ------ ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation or Number) organization) Federal Way, Washington 98063-9777 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (253) 924-2345 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ----- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ----- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ----- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) ----- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 7.01. Regulation FD Disclosure SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C., 20549 ITEM 7.01. REGULATION FD DISCLOSURE On October 21, 2005, Weyerhaeuser Company issued a press release stating the following: Weyerhaeuser Company Announces Stock Repurchase Program FEDERAL WAY, Wash. - Weyerhaeuser Company (NYSE: WY) today announced that its board of directors has authorized the repurchase of up to 18 million shares, or 7.4 percent, of its outstanding common stock. As of October 20, Weyerhaeuser had approximately 243 million shares of common stock outstanding. "Weyerhaeuser is committed to creating value for our shareholders," said Steven R. Rogel, chairman, president and chief executive officer. "We are pleased that our strong balance sheet and significant cash flow allows us to implement this share repurchase program that will return cash to shareholders while we pursue other value-creating initiatives." Stock repurchases under this program may be made through the open market and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice. Weyerhaeuser Company (NYSE: WY), one of the world's largest integrated forest products companies, was incorporated in 1900. In 2004, sales were $22.7 billion. It has offices or operations in 19 countries, with customers 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. Additional information about Weyerhaeuser's businesses, products and practices is available at http://www.weyerhaeuser.com. 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 J. Hillyard --------------------------- Its: Vice President and Chief Accounting Officer Date: October 21, 2005