-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+36J+JJq3+qIwLd5FwGux3dAuWSODvV81os0QuFjU3sXsa222GavkXzSvaNbxsk 4VAD7T5YLRR7eW3oIqLH9A== 0000891020-02-000326.txt : 20020415 0000891020-02-000326.hdr.sgml : 20020415 ACCESSION NUMBER: 0000891020-02-000326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020312 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 02589604 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 8-K 1 v80353e8-k.htm FORM 8-K CURRENT REPORT e8-k
Table of Contents

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):
March 12, 2002

WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)

         
WASHINGTON   1-4825   91-0470860
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
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)

 

\

Item 5. Other Events
Item 7. Exhibits
SIGNATURES
Exhibit Index
Unaudited pro forma financial statements

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2

Item 5. Other Events

     On February 11, 2002, Company Holdings, Inc., a Washington corporation (“CHI”) and a direct wholly owned subsidiary of Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), announced the expiration of, and the acceptance for payment of shares in, its cash tender offer (the “Offer”) for all of the outstanding shares (the “Shares”) of common stock, par value $.50 per share, of Willamette Industries, Inc., an Oregon corporation (“Willamette”). In the Offer, CHI acquired an aggregate of 106,822,511 Shares, representing approximately 97.0% of Willamette’s outstanding common stock.

     Under the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”) dated January 28, 2002, among Weyerhaeuser, CHI and Willamette, CHI was merged (the “Merger”) with and into Willamette on March 14, 2002 with Willamette surviving the Merger as a wholly-owned subsidiary of Weyerhaeuser. In the Merger all remaining Shares, other than Shares owned by Willamette, Weyerhaeuser or CHI, were converted into the right to receive $55.50 per Share in cash without interest.

     On March 12, 2002, Weyerhaeuser issued $5,500,000,000 of indebtedness (the “Debt Issue”) in a private placement transaction to refinance a portion of the indebtedness previously incurred by Weyerhaeuser to pay the purchase price for the Shares.

This Current Report on Form 8-K includes unaudited pro forma financial statements of Weyerhaeuser, giving effect to, among other things, the Merger and the Debt Issue.

Item 7. Exhibits

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3

     
99.1   Unaudited pro forma condensed consolidated financial statements of Weyerhaeuser Company.

 

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4

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
    Name: Steven J. Hillyard
    Title: Vice President and Controller

Dated: March 27, 2002

 

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5

Exhibit Index

     
Exhibit No.   Description
 
99.1   Unaudited pro forma condensed consolidated financial statements of Weyerhaeuser Company.

  EX-99.1 3 v80353ex99-1.txt UNAUDITED PRO FORMA FINANCIAL STATEMENTS EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2001 The following unaudited pro forma condensed consolidated financial statements are based upon the historical consolidated financial statements of Weyerhaeuser Company ("Weyerhaeuser") and Willamette Industries, Inc. ("Willamette") and have been prepared to illustrate the effects of Weyerhaeuser's acquisition of Willamette and the other transactions described below. The following unaudited pro forma condensed consolidated statement of earnings is based upon Weyerhaeuser's historical consolidated statement of earnings for the fiscal year ended December 30, 2001 and Willamette's historical consolidated statement of earnings for the fiscal year ended December 31, 2001. The following unaudited pro forma condensed consolidated balance sheet is based on Weyerhaeuser's historical balance sheet as of December 30, 2001 and Willamette's historical balance sheet as of December 31, 2001. The unaudited pro forma condensed consolidated statement of earnings gives effect to the completion of Weyerhaeuser's tender offer for shares of common stock of Willamette, the consummation of the second-step merger pursuant to which Willamette became Weyerhaeuser's wholly-owned subsidiary (the "Merger") and related transactions, and the issuance and sale by Weyerhaeuser of $5.5 billion of indebtedness in a private placement transaction (the "Debt Issue") and the incurrence by Weyerhaeuser of bank borrowings and the application of the estimated net proceeds from the Debt Issue and the proceeds from those borrowings to pay the purchase price of shares of Willamette common stock acquired in the tender offer and the Merger and to pay related costs and expenses as if those transactions had been completed as of the first day of Weyerhaeuser's 2001 fiscal year. The unaudited pro forma condensed consolidated balance sheet gives effect to the transactions described above as if they had been completed as of December 30, 2001. Except as described above, the unaudited pro forma condensed consolidated statement of earnings and unaudited pro forma condensed consolidated balance sheet do not give effect to liabilities incurred subsequent to December 30, 2001. The following unaudited pro forma condensed consolidated financial statements are subject to a number of estimates, assumptions and uncertainties and do not purport to reflect the financial condition or results of operations that would have existed or occurred had the acquisition of Willamette and the other transactions described above taken place on the dates indicated, nor do they purport to reflect Weyerhaeuser's financial condition or results of operations that will exist or occur in the future. For example, Weyerhaeuser's acquisition of Willamette will be accounted for using the purchase method of accounting. The total purchase price of the acquisition will be allocated to the assets and liabilities acquired based upon their respective estimated fair market values. The allocation of the purchase price reflected in the following unaudited pro forma condensed consolidated financial statements is preliminary, was performed as of December 30, 2001, and is subject to adjustment upon, among other things, receipt of appraisals and valuations of some of the acquired assets and liabilities and changes resulting from operations subsequent to December 30, 2001. Accordingly, the final allocation of the purchase price to the acquired assets and liabilities, which will be performed as of February 11, 2002, may differ from the allocation reflected in these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated statement of earnings is also based on assumed rates of interest on a substantial portion of Weyerhaeuser's pro forma indebtedness. The following unaudited pro forma condensed consolidated financial statements are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements and related notes of Weyerhaeuser and Willamette filed with the Securities and Exchange Commission. 1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FISCAL YEAR 2001 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
PRO FORMA ADJUSTMENTS ------------------- PRO FORMA WEYERHAEUSER WILLAMETTE FOOTNOTES AMOUNTS CONSOLIDATED ------------------- ------------------- --------- ------- ------------ (December 30, 2001) (December 31, 2001) Sales Forest product operations.............. $13,084 $4,454 1 $(138) $17,400 Real estate and related assets......... 1,461 -- -- 1,461 ------- ------ ----- ------- 14,545 4,454 (138) 18,861 ------- ------ ----- ------- Costs and expenses Forest product operations: Costs of products sold............... 10,415 3,382 1 (138) 13,659 Depreciation, amortization and fee stumpage........................... 869 332 5,6,11 170 1,371 Selling, general and administrative expenses........................... 1,114 274 2 1 1,389 Other operating costs, net........... 14 25 2,3 (32) 7 Charges for support alignment costs, integration of facilities, closure of facilities and settlement of hardboard siding claims............ 139 -- 2 8 147 ------- ------ ----- ------- 12,551 4,013 9 16,573 ------- ------ ----- ------- Real estate and related assets: Costs and operating expenses......... 1,140 -- -- 1,140 Depreciation and amortization........ 7 -- -- 7 Selling, general and administrative expenses........................... 96 -- -- 96 Other operating costs, net........... (6) -- -- (6) ------- ------ ----- ------- 1,237 -- -- 1,237 ------- ------ ----- ------- Total costs and expenses........ 13,788 4,013 9 17,810 ------- ------ ----- ------- Operating earnings....................... 757 441 (147) 1,051 Interest expense and other Forest product operations: Interest expense incurred (net of capitalized interest).............. (339) (95) 4 (433) (867) Interest income and other............ 23 -- 2 2 25 Equity in income of unconsolidated entities........................... 33 -- 2 (1) 32 Real estate and related assets......... 42 -- -- 42 ------- ------ ----- ------- Earnings before income taxes............. 516 346 (579) 283 Income taxes............................. 162 97 7,8 (226) 33 ------- ------ ----- ------- Net earnings from continuing operations........................... $ 354 $ 249 $(353) $ 250 ======= ====== ===== ======= Basic net earnings per share............. $ 1.61 $ 1.14 ======= ======= Diluted net earnings per share........... $ 1.61 $ 1.14 ======= ======= Weighted average shares outstanding (thousands) Basic.................................. 219,644 219,644 Dilutive effect of stock options....... 313 10 242 555 ------- ------- Diluted weighted average shares outstanding........................ 219,957 220,199 ======= ======= (footnotes begin on page 4)
2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET FISCAL YEAR END 2001 (DOLLARS IN MILLIONS)
PRO FORMA ADJUSTMENTS ------------------- PRO FORMA WEYERHAEUSER WILLAMETTE FOOTNOTES AMOUNTS CONSOLIDATED -------------------- -------------------- --------- ------- ------------ (December 30, 2001) (December 31, 2001) Assets Forest product operations: Cash and short term investments.................. $ 202 $ 22 $ -- $ 224 Receivables.................... 1,024 400 1 (2) 1,422 Inventories.................... 1,428 473 -- 1,901 Prepaid expenses............... 407 33 9 (33) 407 ------- ------ ------- ------- Total forest product operations current assets................ 3,061 928 (35) 3,954 Property and equipment......... 8,737 3,305 9 1,659 13,701 Timber and timberlands......... 1,789 965 9 1,608 4,362 Investments in and advances to equity affiliates............ 541 -- -- 541 Goodwill....................... 1,095 -- 9 1,788 2,883 Other assets and deferred charges...................... 1,053 127 9,12 27 1,207 ------- ------ ------- ------- Total forest products operations............ 16,276 5,325 5,047 26,648 ------- ------ ------- ------- Real estate and related assets... 2,017 -- -- 2,017 ------- ------ ------- ------- Total assets............ $18,293 $5,325 $5,047 $28,665 ======= ====== ======= ======= Liabilities Forest product operations: Notes payable.................. $ 4 $ 110 $ -- $ 114 Current portion of long-term debt......................... 8 9 9,12 290 307 Accounts payable............... 809 255 1 (2) 1,062 Accrued liabilities............ 1,042 201 9 -- 1,243 ------- ------ ------- ------- Total forest product operations current liabilities........... 1,863 575 288 2,726 Long-term debt................... 5,095 1,531 9,12 6,034 12,660 Deferred income taxes............ 2,377 632 8,9 1,274 4,283 Other long-term obligations...... 877 38 -- 915 ------- ------ ------- ------- Total forest products operations............ 10,212 2,776 7,596 20,584 ------- ------ ------- ------- Real estate and related assets... 1,386 -- -- 1,386 ------- ------ ------- ------- Total liabilities....... 11,598 2,776 7,596 21,970 ------- ------ ------- ------- Shareholders' Equity............. 6,695 2,549 9 (2,549) 6,695 ------- ------ ------- ------- Total liabilities and shareholders' equity................ $18,293 $5,325 $5,047 $28,665 ======= ====== ======= ======= (footnotes begin on page 4)
3 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. INTERCOMPANY TRANSACTIONS AND BALANCES To eliminate intercompany transactions and resulting account balances between Weyerhaeuser and Willamette, except for intercompany profit in inventory as the intercompany profit was not significant. 2. RECLASSIFICATIONS To reclassify certain of Willamette's 2001 non-recurring operating gains and losses to conform to the format of Weyerhaeuser's unaudited pro forma condensed consolidated statement of earnings. 3. UNSOLICITED TAKEOVER DEFENSE COSTS To eliminate the costs incurred by Willamette in fiscal year 2001 in defending against Weyerhaeuser's unsolicited takeover proposal. 4. INTEREST EXPENSE AND AMORTIZATION OF PREPAID BANK COMMITMENT FEE -- To record $379 million of interest expense related to a total of approximately $6.3 billion of indebtedness incurred to finance the acquisition of Willamette and to pay other costs and expenses relating to the Willamette acquisition. The unaudited pro forma condensed consolidated financial statements assume that this indebtedness consists of: -- $0.8 billion of borrowings under Weyerhaeuser credit facilities established in connection with the Willamette acquisition (the "Credit Facilities") at an assumed weighted average interest rate of 3.32% per annum, which assumed interest rate is based upon the interest rates in effect under those Credit Facilities as of February 22, 2002, and -- $5.5 billion Debt Issue with a weighted average effective interest rate of 6.28% per annum, assuming a rate of interest of 3.045% per annum on $500 million of floating rate notes due 2003. -- To record $54 million of amortization expense related to prepaid bank commitment fees incurred to obtain the Credit Facilities that were used to finance the acquisition of Willamette. 5. DEPRECIATION OF STEP-UP IN PROPERTY, PLANT AND EQUIPMENT. To recognize the additional depreciation expense resulting from the step-up of the book value of Willamette's property, plant and equipment from Willamette's historical cost basis to its estimated fair market value. The additional depreciation expense has been calculated on a straight-line basis over 15 years. 6. DEPLETION OF STEP-UP IN TIMBER To recognize the additional depletion expense resulting from the step-up of Willamette's timber and timberlands from Willamette's historical cost basis to estimated fair market value. The additional depletion expense has been calculated on a basis consistent with Willamette's cost-per-unit-harvested methodology, with Willamette's historical cost of timber replaced by the estimated fair market value of the timber. 7. INCOME TAX BENEFIT AND EXPENSE To recognize the income tax benefit or expense related to interest expense, amortization of prepaid bank commitment fees, depreciation, depletion expense and the reversal of Willamette's unsolicited takeover defense costs. 8. INCOME TAX ADJUSTMENTS The increase in deferred income taxes relates to the tax effect of the step-up of Willamette's assets and liabilities to estimated fair market value. 4 9. PURCHASE PRICE ALLOCATION Reflects the allocation of the purchase price of $55.50 per share of Willamette common stock paid in the tender offer and payable in the Merger and cash paid to acquire outstanding Willamette stock options. Holders of options to purchase shares of Willamette common stock were entitled to elect either to surrender their options in exchange for a per option cash payment equal to the amount by which $55.50 exceeds the option exercise price or to convert those options into options to acquire shares of Weyerhaeuser common stock in an amount and at an exercise price adjusted by a conversion ratio based on the $55.50 per share price we paid in the tender offer for Willamette common stock and on the market price of Weyerhaeuser's common stock. Holders of Willamette stock options have already been required to make this election and, accordingly, the unaudited pro forma condensed consolidated financial statements reflect the results of those elections. The unaudited pro forma condensed consolidated financial statements have been prepared on a basis of assumptions relating to the allocation of the total purchase price to the assets and liabilities of Willamette based upon preliminary estimates of their fair market value. The actual allocation of the total purchase price may differ from the allocation reflected in the unaudited pro forma condensed consolidated financial statements after appraisals and valuations of those assets and liabilities are obtained and other procedures are completed. The purchase price payable to acquire shares of Willamette common stock in the tender offer and the Merger and to pay cash in respect of outstanding Willamette stock options plus estimated direct transaction costs and expenses and the deferred tax effect of applying purchase accounting at December 30, 2001, over the historical cost of Willamette's net assets were calculated as follows (in millions): Purchase price for outstanding Willamette shares and options................................................... $ 6,176 Estimated direct transaction costs and expenses............. 100 Deferred tax effect of applying purchase accounting......... 1,274 Less Willamette historical net assets....................... (2,495) ------- Excess purchase price allocated to property, plant and equipment and timber and timberlands and goodwill...... $ 5,055 ======= The excess purchase price was allocated as follows: Property, Plant and Equipment and Timber and Timberlands.... $ 3,267 Goodwill.................................................... 1,788 ------- $ 5,055 =======
10. DILUTIVE EFFECT OF CONVERTED STOCK OPTIONS For calculating pro forma diluted net earnings per common share from continuing operations, the pro forma weighted average shares outstanding for each period was increased by Willamette stock options outstanding at the beginning of or granted during the fiscal year 2001, which were converted to Weyerhaeuser stock options. The pro forma basic and diluted earnings per share for fiscal 2001 are calculated based upon the weighted average common shares outstanding as follows (in thousands): Basic....................................................... 219,644 Dilutive effect of stock options............................ 555 ------- Diluted..................................................... 220,199 =======
11. GOODWILL In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, issued by the Financial Accounting Standards Board in June 2001, the excess purchase 5 price allocated to goodwill has not been amortized in these unaudited pro forma condensed consolidated financial statements. 12. DEFERRED COSTS To record prepaid bank commitment fees and other deferred financing costs incurred to obtain the Credit Facilities and issue the Debt Issue used to finance the acquisition of Willamette. 6 -----END PRIVACY-ENHANCED MESSAGE-----