-----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, MNxlSXJyVovr6swtxcReCkw3ugoNJuV7CLraSIRs4G72YdK3GQ8+9lhTyvgOwpPz HJ7K1SBLj+4Xo3m2G+VAPQ== 0000891020-02-000475.txt : 20020416 0000891020-02-000475.hdr.sgml : 20020416 ACCESSION NUMBER: 0000891020-02-000475 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20020415 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86232 FILM NUMBER: 02610463 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 S-4 1 v80712s-4.txt FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 2002 REGISTRATION STATEMENT NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- WEYERHAEUSER COMPANY (Exact name of registrant as specified in its charter)
WASHINGTON 2400 91-0470860 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification number)
33663 WEYERHAEUSER WAY SOUTH FEDERAL WAY, WASHINGTON 98003 TELEPHONE: (253) 924-2345 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) CLAIRE S. GRACE CORPORATE SECRETARY AND ASSISTANT GENERAL COUNSEL WEYERHAEUSER COMPANY 33663 WEYERHAEUSER WAY SOUTH FEDERAL WAY, WASHINGTON 98003 TELEPHONE: (253) 924-2345 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: ERIC S. HAUETER SIDLEY AUSTIN BROWN & WOOD LLP 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 (415) 772-1200 --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________ --------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Floating Rate Notes due 2003.................... $ 500,000,000 100% $ 500,000,000 5.50% Notes due 2005...... $1,000,000,000 100% $1,000,000,000 6.125% Notes due 2007..... $1,000,000,000 100% $1,000,000,000 6.75% Notes due 2012...... $1,750,000,000 100% $1,750,000,000 7.375% Debentures due 2032.................... $1,250,000,000 100% $1,250,000,000 --------------- --------------- Total..................... $5,500,000,000 100% $5,500,000,000 $506,000 - ------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED APRIL 15, 2002 PROSPECTUS WEYERHAEUSER COMPANY OFFER TO EXCHANGE ITS FLOATING RATE NOTES DUE 2003, 5.50% NOTES DUE 2005, 6.125% NOTES DUE 2007, 6.75% NOTES DUE 2012 AND 7.375% DEBENTURES DUE 2032 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING FLOATING RATE NOTES DUE 2003, 5.50% NOTES DUE 2005, 6.125% NOTES DUE 2007, 6.75% NOTES DUE 2012 AND 7.375% DEBENTURES DUE 2032 - - We are offering to exchange up to $500,000,000 of our Floating Rate Notes due 2003, $1,000,000,000 of our 5.50% Notes due 2005, $1,000,000,000 of our 6.125% Notes due 2007, $1,750,000,000 of our 6.75% Notes due 2012 and $1,250,000,000 of our 7.375% Debentures due 2032 that have been registered under the Securities Act of 1933 (collectively, the "exchange securities") for a like aggregate principal amount of our Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032, respectively, that we previously issued without registration under the Securities Act (collectively, the "old securities"). - - The terms of the exchange securities of each series will be identical in all material respects to the terms of the old securities of that series, except that the transfer restrictions, registration rights and additional interest provisions applicable to the old securities of that series will not apply to the exchange securities of that series. - - We will issue exchange securities of each series in exchange for all old securities of that series that are validly tendered and not withdrawn. - - Each exchange offer will expire at 5:00 p.m., New York City time, on , 2002 unless we extend it. - - You may withdraw tenders of old securities of any series at any time before 5:00 p.m., New York City time, on the date of the expiration of the exchange offer for the securities of that series. - - We will not receive any cash proceeds from the exchange offers. - - No dealer-manager is being used in connection with the exchange offers. - - The exchange of the exchange securities of any series for the old securities of that series will not be a taxable transaction for U.S. federal income tax purposes. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. We are not making any exchange offer in any state where it is not permitted. --------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- THE DATE OF THIS PROSPECTUS IS , 2002. TABLE OF CONTENTS
PAGE ---- Special Note Regarding Forward-Looking Statements........... 2 Prospectus Summary.......................................... 4 Recent Developments......................................... 13 Use of Proceeds............................................. 15 Ratios of Earnings to Fixed Charges......................... 16 The Exchange Offers......................................... 17 Description of the Exchange Securities...................... 29 Certain United States Federal Income Tax Considerations..... 48 Plan of Distribution........................................ 51 Available Information....................................... 52 Incorporation by Reference.................................. 52 Legal Matters............................................... 53 Experts..................................................... 53
--------------------- We have not authorized any person to give any information or to make any representation in connection with this offer other than the information contained and incorporated or deemed to be incorporated by reference in this prospectus, and, if given or made, that information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer or solicitation of an offer by anyone in any jurisdiction in which that offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. Neither the delivery of this prospectus nor any exchange or sale under this prospectus will, under any circumstances, create an implication that there has been no change in our affairs since the date of this prospectus, that the information contained in this prospectus is correct as of any time subsequent to its date, or that any information incorporated or deemed to be incorporated by reference in this prospectus is correct as of any time subsequent to its date. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. To receive a copy of any of the documents incorporated by reference in this prospectus, other than exhibits unless they are specifically incorporated by reference in those documents, call or write to our Director of Investor Relations at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington 98063-9777, telephone (253) 924-2058. IN ADDITION, TO OBTAIN TIMELY DELIVERY OF ANY INFORMATION YOU REQUEST, YOU MUST SUBMIT YOUR REQUEST NO LATER THAN , 2002, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXCHANGE OFFERS ARE CURRENTLY SCHEDULED TO EXPIRE. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus contain statements concerning our future results and performance and other matters that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties and should not be relied upon as predictions of future events. Some of these forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the negative or other variations of those terms or comparable terminology, or by discussions of strategy, plans or intentions. In particular, some of these forward-looking statements deal with matters such as anticipated synergies, cost savings, cash flow, earnings, earnings per share and shareholder value that may 2 be realized as a result of our acquisition of Willamette Industries, Inc. and with the anticipated effect of that acquisition on our results of operations, financial condition and prospects. The accuracy of these forward-looking statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to: - the effect of general economic conditions; - market demand for our products, which may be tied to the relative strength of various U.S. business segments; - performance of our manufacturing operations; - the level of competition from foreign producers; - the effect of forestry, land use, environmental and other governmental regulations; - the risk of losses from terrorist activity, fires, floods and other natural disasters; and - our ability to successfully integrate and manage Willamette and any other businesses or companies we acquire and to realize anticipated cost savings and synergies, if any, from those acquisitions, and the ability of Willamette and any other businesses or companies we acquire to perform in accordance with our expectations. We are also a large exporter and operate in a number of countries and we are affected by changes in economic activity in Canada, Europe and Asia, particularly Japan, and by changes in currency exchange rates, particularly the relative value of the U.S. dollar and the Euro, plus restrictions on international trade or tariffs imposed on imports. These and other factors that could cause or contribute to actual results differing materially from these forward-looking statements are discussed in greater detail elsewhere in this prospectus and in the documents incorporated and deemed to be incorporated by reference in this prospectus. 3 PROSPECTUS SUMMARY This summary does not contain all of the information that may be important to you. You should carefully read the detailed information appearing elsewhere in this prospectus, the related letter of transmittal and the documents incorporated and deemed to be incorporated by reference in this prospectus. In this prospectus, we sometimes refer to our Floating Rate Notes due 2003 that we previously issued as the "old floating rate notes due 2003," the Floating Rate Notes due 2003 that we are offering in exchange for the old floating rate notes due 2003 as the "floating rate exchange notes due 2003," and the old floating rate notes due 2003 and the floating rate exchange notes due 2003 as, collectively, the "floating rate notes due 2003." In this prospectus, we sometimes refer to our 5.50% Notes due 2005 that we previously issued as the "old notes due 2005," the 5.50% Notes due 2005 that we are offering in exchange for the old notes due 2005 as the "exchange notes due 2005," and the old notes due 2005 and the exchange notes due 2005 as, collectively, the "notes due 2005." In this prospectus, we sometimes refer to our 6.125% Notes due 2007 that we previously issued as the "old notes due 2007," the 6.125% Notes due 2007 that we are offering in exchange for the old notes due 2007 as the "exchange notes due 2007," and the old notes due 2007 and the exchange notes due 2007 as, collectively, the "notes due 2007." In this prospectus, we sometimes refer to our 6.75% Notes due 2012 that we previously issued as the "old notes due 2012," the 6.75% Notes due 2012 that we are offering in exchange for the old notes due 2012 as the "exchange notes due 2012," and the old notes due 2012 and the exchange notes due 2012 as, collectively, the "notes due 2012." In this prospectus, we sometimes refer to our 7.375% Debentures due 2032 that we previously issued as the "old debentures due 2032," the 7.375% Debentures due 2032 that we are offering in exchange for the old debentures due 2032 as the "exchange debentures due 2032," and the old debentures due 2032 and the exchange debentures due 2032 as, collectively, the "debentures due 2032." We also sometimes refer to the exchange offers made by this prospectus and the related letter of transmittal as the "exchange offers" and to that letter of transmittal as the "letter of transmittal." Unless otherwise expressly stated or the context otherwise requires, references to "Weyerhaeuser," "we," "our" and "us" and similar references mean Weyerhaeuser Company and its consolidated subsidiaries which include, with respect to information relating to dates or periods on and after February 11, 2002, Willamette Industries, Inc. and its consolidated subsidiaries. WEYERHAEUSER COMPANY Weyerhaeuser Company was incorporated in the State of Washington in January 1900 as Weyerhaeuser Timber Company. We are principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, real estate development and construction, and other real estate related activities. Our principal business segments, which account for the majority of our sales, earnings and asset base, are timberlands, wood products, and pulp, paper and packaging. The mailing address of our principal executive offices is 33663 Weyerhaeuser Way South, Federal Way, Washington 98003 and the telephone number of our principal executive offices is (253) 924-2345. THE EXCHANGE OFFERS General....................... We are offering to exchange up to $500,000,000 aggregate principal amount of our floating rate exchange notes due 2003, $1,000,000,000 aggregate principal amount of our exchange notes due 2005, $1,000,000,000 aggregate principal amount of our exchange notes due 2007, $1,750,000,000 aggregate principal amount 4 of our exchange notes due 2012 and $1,250,000,000 aggregate principal amount of our exchange debentures due 2032 that have been registered under the Securities Act of 1933 (collectively, the "exchange securities") for a like aggregate principal amount of our old floating rate notes due 2003, old notes due 2005, old notes due 2007, old notes due 2012 and old debentures due 2032, respectively, that we previously issued without registration under the Securities Act (collectively, the "old securities"). We sometimes refer to the exchange securities and the old securities as, collectively, the "securities." All of the old securities were issued, and the exchange securities will be issued, under the same indenture. The old floating rate notes and the floating rate exchange notes will constitute a single series of debt securities under the indenture. The old notes due 2005 and the exchange notes due 2005 will constitute a single series of debt securities under the indenture. The old notes due 2007 and the exchange notes due 2007 will constitute a single series of debt securities under the indenture. The old notes due 2012 and the exchange notes due 2012 will constitute a single series of debt securities under the indenture. The old debentures due 2032 and the exchange debentures due 2032 will constitute a single series of debt securities under the indenture. The offer we are making to exchange securities of any series for old securities of that series is referred to as an "exchange offer" and all of these offers are referred to, collectively, as the "exchange offers". Old securities of each series may be tendered for exchange in whole or in part in a principal amount of $1,000 and integral multiples of $1,000. The terms of the exchange securities of each series will be identical in all material respects to the terms of the old securities of that series, except that the transfer restrictions, registration rights and additional interest provisions applicable to the old securities of that series will not apply to the exchange securities of that series. We are making the exchange offers in order to satisfy our obligations under a registration rights agreement, which we refer to as the "registration rights agreement," that we entered into in connection with the initial issuance of the old securities. If the exchange offer for the securities of any series is not completed by the date specified in the registration rights agreement, we will be required to pay additional interest on the old securities of that series until that exchange offer is completed unless we file a shelf registration statement for the old securities of that series with the Securities and Exchange Commission and comply with other conditions. Expiration Date............... The term "Expiration Date" means, with respect to the exchange offer for the securities of any series, 5:00 p.m., New York City time, on , 2002 unless we extend the term of the exchange offer with respect to the securities of that series, in which case the term "Expiration Date" will mean, with respect to the exchange offer for the securities of that series, the latest date and 5 time to which that exchange offer is extended. See "The Exchange Offers -- Expiration Date; Extensions; Amendments." As described above, we are making a separate exchange offer with respect to the securities of each series and we may elect to extend the term of the exchange offer for one or more series of securities without extending the term of the exchange offer for the other series of securities. Accordingly, the Expiration Date of the exchange offer for any series of securities may differ from the Expiration Date of the exchange offers for any or all of the other series of securities. Procedure for Tendering Old Securities.................. To tender old securities of any series, holders must complete, sign and date the letter of transmittal and deliver it, together with certificates for the old securities of that series to be exchanged and any other required documents, to the exchange agent referred to below or comply with the procedures for book-entry transfer, in each case on or prior to the Expiration Date of the exchange offer for the securities of that series and in accordance with the detailed procedures specified in this prospectus and the letter of transmittal. Holders of old securities of any series, who are unable to deliver these documents or comply with the procedures for book-entry transfer on or prior to the Expiration Date of the exchange offer for the securities of that series may follow the guaranteed delivery procedures described in this prospectus. See "The Exchange Offers -- Procedures for Tendering Old Securities." Holders of old securities of any series registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact that person promptly if they wish to tender old securities of that series. Letters of transmittal and other required documents should not be sent to us. Those documents should only be sent to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See "The Exchange Offers -- Exchange Agent." Withdrawal Rights............. Tenders of old securities of any series may be withdrawn at any time on or prior to the Expiration Date with respect to the exchange offer for securities of that series by delivering a written notice of withdrawal to the exchange agent in conformity with the procedures described under "The Exchange Offers -- Withdrawal Rights." Conditions to the Exchange Offers........................ We will not be required to accept for exchange, or to exchange, any old securities of any series if specified events or conditions have occurred or exist or have not been satisfied. If we determine that any of these events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer with respect to the securities of that series, waive that condition or otherwise amend the terms of that exchange offer in any respect. See "The Exchange Offers -- Certain Conditions to the Exchange Offers." Resales of Exchange Securities.................... Based on existing interpretations by the staff of the SEC contained in interpretive letters issued to parties unrelated to us, we believe that, except as described in the next sentence, you will generally be able to transfer the exchange securities issued pursuant to the 6 exchange offers without compliance with the registration or prospectus delivery requirements of the Securities Act, so long as you are not an affiliate of ours, you acquire the exchange securities in the ordinary course of your business, you have no arrangement or understanding with any person to participate in the distribution of the old securities or the exchange securities within the meaning of the Securities Act and you are not a broker-dealer that purchased the old securities being tendered in the exchange offers directly from us for resale pursuant to Rule 144A or any other available exemption from registration under the Securities Act. However, if you are a broker-dealer and receive exchange securities in exchange for old securities that were acquired for your own account as a result of market-making activities or other trading activities, you must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange securities. Each holder of old securities who wishes to receive exchange securities will be required to make specified representations and warranties to us in order to insure compliance with the interpretive letters referred to above. See "The Exchange Offers -- Resales of Exchange Securities." Exchange Agent................ The exchange agent for the exchange offers is JPMorgan Chase Bank. The address and telephone and facsimile numbers of the exchange agent appear under "The Exchange Offers -- Exchange Agent." Use of Proceeds............... We will not receive any cash proceeds from the issuance of the exchange securities offered by this prospectus. Consequences of Failure to Exchange the Old Securities.......... Any old securities of any series that are not tendered and exchanged for exchange securities of that series will remain outstanding following the exchange offer for the securities of that series and will continue to be subject to transfer restrictions and to bear interest at the same per annum rate of interest or, in the case of the floating rate notes due 2003, pursuant to the same interest rate formula, but will not be entitled to any additional interest or registration rights under the registration rights agreement. If old securities of any series are tendered and accepted in the exchange offer for the securities of that series, a holders' ability to sell any old securities of that series that remain outstanding could be adversely affected and there may be no trading market for the old securities of that series. See "-- Consequences of Failure to Exchange the Old Securities" below. United States Federal Income Tax Considerations.............. The exchange of the exchange securities of any series for old securities of that series will not be a taxable transaction for U.S. federal income tax purposes. Holders of old securities should review the information appearing under "Certain United States Federal Income Tax Considerations" prior to tendering old securities in the exchange offers. 7 THE EXCHANGE SECURITIES GENERAL Issuer........................ Weyerhaeuser Company, a Washington corporation. Ranking....................... The exchange securities will be unsecured and unsubordinated obligations of Weyerhaeuser Company and will rank equally with all other unsecured and unsubordinated indebtedness of Weyerhaeuser Company. The exchange securities will be effectively subordinated to all existing and future liabilities, including indebtedness, trade payables, guarantees, lease obligations and letter of credit obligations, of our subsidiaries. See "Description of the Exchange Securities -- Ranking." FLOATING RATE EXCHANGE NOTES DUE 2003 Securities Offered............ $500,000,000 principal amount of floating rate exchange notes due 2003. Maturity Date................. The floating rate exchange notes due 2003 will mature on September 15, 2003. Interest Rate................. Interest on the floating rate exchange notes due 2003 will accrue from the most recent date to which interest has been paid or duly provided for on the old floating rate notes due 2003 prior to the original issuance date of the floating rate exchange notes due 2003 or, if no interest has been paid or duly provided for on the old floating rate notes due 2003, from March 12, 2002 at a per annum rate equal to LIBOR, determined as described under "Description of the Exchange Securities -- Floating Rate Exchange Notes" and adjusted quarterly, plus 1.125%. No optional redemption........ The floating rate exchange notes due 2003 will not be subject to redemption at our option prior to maturity and will not be subject to any sinking fund provision. Interest Payment Dates........ March 15, June 15, September 15 and December 15, commencing with the first interest payment date following the original issuance date of the floating rate exchange notes due 2003. EXCHANGE NOTES DUE 2005 Securities Offered............ $1,000,000,000 principal amount of exchange notes due 2005. Maturity Date................. The exchange notes due 2005 will mature on March 15, 2005. Interest Rate................. 5.50% per annum, accruing from the most recent date to which interest has been paid or duly provided for on the old notes due 2005 prior to the original issuance date of the exchange notes due 2005 or, if no interest has been paid or duly provided for on the old notes due 2005, from March 12, 2002. Interest Payment Dates........ March 15 and September 15, commencing with the first interest payment date following the original issuance date of the exchange notes due 2005. Optional Redemption........... We may redeem some or all of the exchange notes due 2005, at any time or from time to time, at the redemption prices described in 8 the section entitled "Description of the Exchange Securities -- Optional Redemption." The exchange notes due 2005 will not be subject to any sinking fund provision. EXCHANGE NOTES DUE 2007 Securities Offered............ $1,000,000,000 principal amount of exchange notes due 2007. Maturity Date................. The exchange notes due 2007 will mature on March 15, 2007. Interest Rate................. 6.125% per annum, accruing from the most recent date to which interest has been paid or duly provided for on the old notes due 2007 prior to the original issuance date of the exchange notes due 2007 or, if no interest has been paid or duly provided for on the old notes due 2007, from March 12, 2002. Interest Payment Dates........ March 15 and September 15, commencing with the first interest payment date following the original issuance date of the exchange notes due 2007. Optional Redemption........... We may redeem some or all of the exchange notes due 2007, at any time or from time to time, at the redemption prices described in the section entitled "Description of the Exchange Securities -- Optional Redemption." The exchange notes due 2007 will not be subject to any sinking fund provision. EXCHANGE NOTES DUE 2012 Securities Offered............ $1,750,000,000 principal amount of exchange notes due 2012. Maturity Date................. The exchange notes due 2012 will mature on March 15, 2012. Interest Rate................. 6.75% per annum, accruing from the most recent date to which interest has been paid or duly provided for on the old notes due 2012 prior to the original issuance date of the exchange notes due 2012, or, if no interest has been paid or duly provided for on the old notes due 2012, from March 12, 2002. Interest Payment Dates........ March 15 and September 15, commencing with the first interest payment date following the original issuance date of the exchange notes due 2012. Optional Redemption........... We may redeem some or all of the exchange notes due 2012, at any time or from time to time, at the redemption prices described in the section entitled "Description of the Exchange Securities -- Optional Redemption." The exchange notes due 2012 will not be subject to any sinking fund provision. EXCHANGE DEBENTURES DUE 2032 Securities Offered............ $1,250,000,000 principal amount of exchange debentures due 2032. Maturity Date................. The exchange debentures due 2032 will mature on March 15, 2032. Interest Rate................. 7.375% per annum, accruing from the most recent date to which interest has been paid or duly provided for on the old debentures due 2032 prior to the original issuance date of the exchange 9 debentures due 2032 or, if no interest has been paid or duly provided for on the old debentures due 2032, from March 12, 2002. Interest Payment Dates........ March 15 and September 15, commencing with the first interest payment date following the original issuance date of the exchange debentures due 2032. Optional Redemption........... We may redeem some or all of the exchange debentures due 2032, at any time or from time to time, at the redemption prices described in the section entitled "Description of the Exchange Securities -- Optional Redemption." The exchange debentures due 2032 will not be subject to any sinking fund provision. SOME COMMON TERMS OF THE EXCHANGE SECURITIES Covenants..................... We will issue the exchange securities under an indenture with JPMorgan Chase Bank, as trustee. The indenture will, among other things, restrict our ability and the ability of our "subsidiaries," as that term is defined in the indenture, to: - incur indebtedness for borrowed money secured by mortgages on timber or timberlands located in specified states or on any principal manufacturing plant located in the United States unless we secure the securities and any other debt securities issued under the indenture equally and ratably with, or prior to, that indebtedness; and - enter into specified sale and leaseback transactions with respect to real property located in the United States unless we apply an amount equal to the fair value of the leased property, as determined by our board of directors, to repay indebtedness or unless we would be entitled, pursuant to the limitation on liens covenant described in the preceding bullet point, to incur indebtedness for borrowed money secured by a mortgage on the leased property without equally and ratably securing the debt securities issued under the indenture. These covenants are subject to a number of exceptions and limitations and you should carefully review the information under "Description of the Exchange Securities -- Certain Restrictions" for more information. The indenture also provides that we may not cause or permit Willamette Industries, Inc. to guarantee any of our borrowings under specified credit facilities unless Willamette also guarantees the payment of the securities and other debt securities issued under the indenture. However, Willamette's guarantee of the securities and other debt securities issued under the indenture will terminate upon the earlier of (1) the termination of its guarantee of borrowings under those credit facilities and (2) the effectiveness of the anticipated merger of Willamette with and into Weyerhaeuser Company. Moreover, the covenant in the indenture requiring that, under the circumstances described above, Willamette guarantee the securities and other debt securities issued under the indenture will terminate upon the effectiveness of the anticipated merger of Willamette with and into Weyerhaeuser Company. See "Recent 10 Developments -- Acquisition of Willamette Industries, Inc." and "Description of the Exchange Securities -- Possible Guarantee of Debt Securities." Form of Exchange Securities... The exchange securities will be issued in book-entry form and will be evidenced by one or more global certificates, which we sometimes refer to as "global exchange securities," registered in the name of Cede & Co., as nominee of The Depository Trust Company, or "DTC." Holders of interests in global exchange securities will not be entitled to receive exchange securities in definitive certificated form registered in their names except in the limited circumstances described under "Description of the Exchange Securities -- Book-Entry; Delivery and Form." Denominations................. The exchange securities will be issued in denominations of $1,000 and integral multiples of $1,000. Absence of a Public Market for the Exchange Securities......... The exchange securities of each series will be a new issue of securities for which there is no established market. Accordingly, there can be no assurance that a market for the exchange securities of any series will develop or as to the liquidity of any market that may develop. The broker-dealers that initially purchased the old securities directly from us have previously advised us that they intend to make a market in the exchange securities. However, they are not obligated to do so and any market making with respect to the exchange securities of any series may be discontinued without notice. CONSEQUENCES OF FAILURE TO EXCHANGE THE OLD SECURITIES The old securities have not been registered under the Securities Act or any state securities laws and therefore may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption from or in a transaction not subject to those requirements. The transfer of old securities is also subject to other conditions and restrictions set forth in the related indenture. Any old securities that are not tendered and exchanged for exchange securities will remain outstanding after consummation of the applicable exchange offer and will continue to bear a legend reflecting those restrictions on transfer. In addition, upon consummation of the exchange offer with respect to the securities of any series, holders of old securities of that series that remain outstanding will not be entitled to any rights under the registration rights agreement to have those old securities registered under the Securities Act. We do not intend to register under the Securities Act any old securities which remain outstanding after completion of the applicable exchange offer. If old securities of any series are tendered and accepted in the exchange offer with respect to the securities of that series, a holder's ability to sell any old securities of that series that remain outstanding could be adversely affected and there may be no trading market for those old securities. To the extent that old securities of any series are tendered and accepted in the exchange offer with respect to the securities of that series, the principal amount of outstanding old securities of that series will decrease, which will likely adversely affect the liquidity of any trading market for the old securities of that series that may exist. In the registration rights agreement we agreed, among other things, to use our reasonable best efforts to consummate an exchange offer of exchange securities of each series for old securities of that series. The registration rights agreement provides, among other things, that if we do not consummate the exchange offer with respect to the securities of any series by a specified date, additional interest will accrue and be payable on the old securities of that series until that exchange offer is completed unless we file a shelf registration for the old securities of that series with the SEC and comply with other conditions. Following completion of the 11 exchange offer with respect to the securities of any series, the old securities of that series will not be entitled to any additional interest under the registration rights agreement and will continue to bear interest at the same per annum interest rate or, in the case of the old floating rate notes due 2003, pursuant to the same interest rate formula as the exchange securities of that series. All of the old securities and exchange securities will be issued under the same indenture. The old securities of each series and the exchange securities of that series will constitute a single series of debt securities under that indenture. If the exchange offer with respect to the securities of any series is consummated, any old securities of that series that remain outstanding and the exchange securities of that series will constitute a single series of debt securities under the indenture. This means that, in circumstances where the indenture provides for holders of debt securities of any series issued under the indenture to vote or take any other action as a class, the old securities of that series and the exchange securities of that series will vote or take that action as a single class. 12 RECENT DEVELOPMENTS SALE OF $5.5 BILLION OF DEBT SECURITIES On March 12, 2002, we issued the following old securities: - $500 million aggregate principal amount of our old floating rate notes due 2003, - $1 billion aggregate principal amount of our old notes due 2005, - $1 billion aggregate principal amount of our old notes due 2007, - $1.75 billion aggregate principal amount of our old notes due 2012, and - $1.25 billion aggregate principal amount of our old debentures due 2032. We received net proceeds of approximately $5.4 billion from the sale of the old securities and we used those net proceeds to repay a portion of the borrowings we incurred to acquire Willamette Industries, Inc. as described below. ACQUISITION OF WILLAMETTE INDUSTRIES, INC. On November 29, 2000, Company Holdings, Inc., our wholly-owned subsidiary which we refer to as "CHI," commenced a tender offer for all of the outstanding shares of common stock of Willamette Industries, Inc. at a price of $48.00 per share. We announced that we were increasing the tender offer price to $50.00 per share on May 7, 2001 and to $55.00 per share on December 13, 2001. Willamette was founded in 1906 as the Willamette Valley Lumber Co. in Dallas, Oregon. In 1967, Willamette Valley and several related firms merged to form Willamette Industries, Inc. Willamette is a forest products company that produces market pulp, fine paper, specialty printing papers, business forms, cut sheets, kraft linerboard, corrugating medium, bag paper, corrugated containers, paper bags, inks, lumber, plywood, particleboard, medium density fiberboard, oriented strand board, laminated beams, laminated veneer lumber, I-joists and other wood products. On January 28, 2002, we entered into a merger agreement with Willamette and CHI. Pursuant to the merger agreement, CHI filed an amended tender offer for all of the outstanding shares of common stock of Willamette at a purchase price of $55.50 per share. On February 11, 2002, CHI announced the expiration of the tender offer and the acceptance for payment of the tendered shares of Willamette common stock. As of February 11, 2002, we had acquired approximately 106.9 million shares, or approximately 97%, of Willamette's outstanding common stock and Willamette became a subsidiary of CHI. We completed the merger of CHI with and into Willamette, with Willamette as the surviving corporation, on March 14, 2002. We sometimes refer to this merger as the "second-step merger." In the second-step merger, each share of Willamette common stock, other than shares owned by Willamette, Weyerhaeuser or CHI, was converted into the right to receive $55.50 in cash without interest. Upon completion of the second-step merger, Willamette became our wholly-owned subsidiary. We plan to merge Willamette with and into Weyerhaeuser Company, the Weyerhaeuser parent company, with Weyerhaeuser Company as the surviving corporation, whereupon the separate corporate existence of Willamette will cease. We sometimes refer to this proposed merger as the "parent company merger." Consummation of the parent company merger will require that we take a number of actions and, as a result, we have not yet established a proposed date for completion of the parent company merger nor can we assure you that the parent company merger will be consummated. However, the remaining Credit Facilities, as defined below, provide that, if the parent company merger is not consummated by March 31, 2003, Willamette Industries, Inc. will be required to guarantee borrowings and other amounts due under the remaining Credit Facilities, in which case it would also be required, under the indenture governing the securities, to guarantee the securities and other debt securities outstanding under the indenture. However, any guarantee by Willamette Industries, Inc. of the securities and other debt securities outstanding under the indenture will terminate upon the earlier of (1) the termination of its guarantee of borrowings under the 13 Credit Facilities and (2) the effectiveness of the parent company merger. Moreover, if the parent company merger is consummated before March 31, 2003, then the covenant in the indenture requiring that Willamette Industries, Inc. guarantee the securities and other debt securities will terminate. See "Description of the Exchange Securities -- Ranking" and "-- Possible Guarantee of Debt Securities." Accordingly, we intend to consummate the parent company merger before March 31, 2003. Pursuant to the merger agreement, holders of options to purchase shares of Willamette common stock were entitled 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. Upon consummation of the second-step merger, options that were not surrendered became options to purchase shares of our 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 and the second-step merger and on the market price of our common stock. Funding for the acquisition was provided under credit facilities we obtained from a syndicate of lenders led by Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), both of which are affiliates of broker-dealers that were some of the initial purchasers in the offering of the old securities and to which we collectively refer as the "Lead Lenders." We refer to these credit facilities as the "Credit Facilities." The Credit Facilities were originally comprised of: (1) a 364-day revolving credit facility (the "364-day Facility") providing for revolving credit loans aggregating up to $2 billion and maturing no later than February 7, 2003 to be made to us and our subsidiary, Weyerhaeuser Real Estate Company, and under which each borrower may, at its option, convert any or all of its outstanding revolving loans into term loans maturing no later than February 7, 2004, (2) a five-year revolving credit facility providing for aggregate borrowings of up to $2 billion maturing on February 8, 2007 (the "5-year Facility"), and (3) a bridge revolving credit facility providing for aggregate borrowings of up to $4 billion maturing on August 3, 2003 (the "Bridge Facility"). As described below, the Bridge Facility has been terminated. In addition, we recently amended the 364-day Facility to reduce the maximum amount of loans available under that facility to $1.3 billion in the aggregate and to extend the maturity date of revolving credit loans made under that facility to March 25, 2003 and any term loans made under that facility to March 25, 2004. We also amended the 5-year Facility to reduce the maximum amount of loans available under that facility to $1.3 billion in the aggregate and to extend the maturity date of those loans to March 26, 2007. The 364-day Facility and the 5-year Facility contain representations and warranties, financial and other covenants, mandatory prepayment provisions and events of default. We used the net proceeds from the sale of the $5.5 billion of old securities we issued on March 12, 2002 as described above to repay all borrowings outstanding under the Bridge Facility, whereupon the Bridge Facility terminated, and to repay some of the borrowings outstanding under the 5-year Facility. Borrowings under the 5-year Facility that were repaid with the net proceeds from the sale of the old securities may be reborrowed, subject to compliance with financial covenants and other conditions. As of December 30, 2001, on a pro forma basis after giving effect to the completion of our tender offer for shares of common stock of Willamette, the consummation of the second-step merger pursuant to which Willamette became our wholly-owned subsidiary and related transactions, and the sale of the $5.5 billion of old securities that we issued on March 12, 2002 and the incurrence of borrowings under the Credit Facilities and the application of the net proceeds from the sale of the old securities and the proceeds from those borrowings to pay the purchase price of shares of Willamette common stock acquired in the tender offer and the second-step merger and related costs and expenses as if those transactions had occurred as of December 30, 2001: - we would have had total short-term debt of approximately $877 million, including approximately $290 million of borrowings outstanding under credit facilities, and 14 - we would have had approximately $13.2 billion of total long-term debt, excluding current maturities and less discount and including $564 million of borrowings outstanding under credit facilities. These pro forma amounts do not give effect to liabilities incurred by Weyerhaeuser or Willamette subsequent to December 30, 2001, including the indebtedness described in the following paragraph. We estimate that the total amount of funds required to purchase the outstanding Willamette shares pursuant to the tender offer and in connection with the second-step merger and to pay estimated costs and expenses related to the acquisition of Willamette was approximately $6.3 billion. In addition, at the time of consummation of the tender offer we incurred approximately $500 million of additional borrowings under the Credit Facilities to repay approximately $500 million of Willamette's indebtedness outstanding at that time (including approximately $116 million of indebtedness incurred by Willamette subsequent to December 31, 2001). As of February 12, 2002, after giving effect to this repayment, Willamette had total outstanding indebtedness of approximately $1.3 billion, and we guaranteed most of this indebtedness, effective upon consummation of the second-step merger. The description of some of the terms of the merger agreement and the Credit Facilities appearing in prospectus is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the merger agreement and the Credit Facilities. Copies of the merger agreement and the Credit Facilities have been filed or incorporated by reference as exhibits to the documents incorporated by reference in this prospectus and are available as described under "Available Information." REDUCTION IN CREDIT RATING ON OUR DEBT SECURITIES On February 11, 2002, Moody's Investor Services announced that it had lowered its rating on our senior unsecured debt, which includes the old securities and will include the exchange securities, to "Baa2" from "A3" as a result of the increase in our leverage resulting from the acquisition of Willamette. On February 15, 2002, Standard & Poor's announced that it had lowered its rating on our long-term senior debt, which includes the old securities and will include the exchange securities, to "BBB" from "A-" for the same reason. Credit rating agencies may from time to time change their ratings on our debt securities, including the old securities and the exchange securities, as a result of our operating results or actions we take or as a result of a change in the views of the credit rating agencies regarding, among other things, the general outlook for our industry or the economy. In addition, we are not able to predict the effect of the Willamette acquisition on our financial condition or results of operations, including cash flows, earnings or earnings per share. There can be no assurance that Standard & Poor's and Moody's or other rating agencies will not reduce their ratings of our debt securities or place those debt securities on a so-called "watch list" for possible future downgrading. Any of these events will likely increase our costs of debt and other financing and have an adverse effect on the market price of the old securities and the exchange securities. The credit ratings accorded to our debt securities, including the old securities and the exchange securities, are not recommendations to purchase, hold or sell those debt securities inasmuch as those ratings do not comment as to the market price or suitability for particular investors. USE OF PROCEEDS We will not receive any cash proceeds from the issuance of the exchange securities offered by this prospectus. In consideration of issuing the exchange securities of any series as contemplated by this prospectus, we will receive a like principal amount of old securities of that series. The terms of the exchange securities of each series will be identical in all material respects to the terms of the old securities of that series, except that the transfer restrictions, registration rights and additional interest provisions applicable to the old securities of that series will not be applicable to the exchange securities of that series. The old securities of any series tendered in exchange for the exchange securities of that series will be retired and cancelled. Accordingly, the issuance of the exchange securities of any series will not result in any increase in our indebtedness. 15 RATIOS OF EARNINGS TO FIXED CHARGES The following table presents the ratios of earnings to fixed charges for Weyerhaeuser Company and its consolidated subsidiaries for the periods indicated.
FISCAL YEAR ------------------------------------- 2001 2000 1999 1998 1997 ----- ----- ----- ----- ----- Ratio of earnings to fixed charges(1).................. 2.23x 3.58x 3.45x 2.20x 2.29x
- --------------- (1) For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of earnings before income taxes, extraordinary items, undistributed earnings of equity investments and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt expense and one-third of rents, which we deem representative of an interest factor. The ratios of earnings to fixed charges of Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method but excluding the undistributed earnings of those subsidiaries were 1.58x, 3.58x, 3.78x, 2.72x and 2.91x for the fiscal years ended December 30, 2001, December 31, 2000, December 26, 1999, December 27, 1998 and December 28, 1997, respectively. On a pro forma basis after giving effect to the completion of our tender offer for shares of common stock of Willamette, the consummation of the second-step merger pursuant to which Willamette became our wholly-owned subsidiary and related transactions, and the sale of the $5.5 billion of old securities we issued on March 12, 2002 as described above under "Recent Developments -- Sale of $5.5 Billion of Debt Securities" and the incurrence of bank borrowings and the application of the estimated net proceeds from the sale of the old securities and the proceeds from those borrowings to pay the purchase price of shares of Willamette stock acquired in the tender offer and the second-step merger and related costs and expenses as if those transactions had occurred as of the first day of our 2001 fiscal year, our pro forma ratio of earnings to fixed charges for the fiscal year ended December 30, 2001 would have been 1.33x. On a pro forma basis after giving effect to the transactions described above and accounting for our Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries on the equity method but excluding the undistributed earnings of those subsidiaries, our pro forma ratio of earnings to fixed charges for the fiscal year ended December 30, 2001 would have been 0.98x and our pro forma fixed charges would have exceeded our pro forma earnings for that fiscal year by approximately $14.6 million. These pro forma ratios and this pro forma amount do not give effect to approximately $116 million of indebtedness that Willamette incurred subsequent to December 31, 2001, nor do they give effect to our incurrence of approximately $500 million of additional borrowings under the Credit Facilities on February 12, 2002 or the application of the proceeds from those borrowings to repay approximately $500 million of Willamette's indebtedness (including the $116 million of indebtedness incurred by Willamette subsequent to December 31, 2001). These pro forma ratios of earnings to fixed charges are subject to a number of estimates, assumptions and uncertainties, including assumed rates of interest on a substantial portion of our pro forma indebtedness, and do not purport to reflect what our ratios of earnings to fixed charges would have been had the acquisition of Willamette and the other transactions described above taken place on the date indicated, nor do they purport to reflect our ratios of earnings to fixed charges for any future period. For example, our 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 unaudited pro forma condensed consolidated financial statements upon which the pro forma ratios of earnings to fixed charges are based 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 those unaudited pro forma condensed consolidated financial statements. The pro forma ratios should be read in conjunction with, and are qualified in their entirety by reference to, the unaudited pro forma condensed consolidated financial statements incorporated by reference in this prospectus from our Form 8-K 16 filed with the SEC on March 28, 2002 and the consolidated financial statements and related notes of Weyerhaeuser and Willamette incorporated by reference in this prospectus. THE EXCHANGE OFFERS The following summary of selected provisions of the exchange offers and the registration rights agreement is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the exchange offers appearing in this prospectus and the related letter of transmittal and all of the provisions of the registration rights agreement. A copy of the letter of transmittal is being distributed to holders of the old securities together with this prospectus and copies of the form of letter of transmittal and the registration rights agreement have been filed as exhibits to the registration statement of which this prospectus is a part and you may obtain copies of those documents as described below under "Available Information" and "Incorporation by Reference." PURPOSE OF THE EXCHANGE OFFERS In connection with the sale of the old securities, we entered into the registration rights agreement pursuant to which we agreed, among other things, to use our reasonable best efforts to consummate an exchange offer with respect to the exchange of the exchange securities of each series for old securities of that series pursuant to an effective registration statement. The registration rights agreement provides, among other things, that if we have not consummated the exchange offer with respect to the securities of any series on or prior to October 21, 2002, then, in addition to the interest otherwise payable on the old securities of that series, additional interest will accrue and be payable on the old securities of that series at the rate of 0.25% per annum from and including the day immediately succeeding October 21, 2002 until the exchange offer with respect to the securities of that series is consummated unless we file a shelf registration statement with respect to the old securities of that series with the SEC and comply with other conditions. The terms of the exchange securities of each series will be identical in all material respects to the terms of the old securities of that series, except that additional interest as described in the preceding sentence will not be payable in respect of the exchange securities of that series and the exchange securities of that series will have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the old securities of that series and will not be entitled to any registration rights under the registration rights agreement. Upon consummation of the exchange offer with respect to the securities of any series, holders of old securities of that series will not be entitled to any further registration rights under the registration rights agreement and will not be entitled to any additional interest as described above. In addition, failure to exchange old securities of any series for exchange securities of that series may have other adverse consequences, some of which are described above under "Prospectus Summary -- Consequences of Failure to Exchange the Old Securities." None of the exchange offers is being made to, nor will we accept tenders for exchange from or on behalf of, holders of old securities in any jurisdiction in which the applicable exchange offer or the acceptance of that exchange offer would not be in compliance with the laws of that jurisdiction or would otherwise not be in compliance with any applicable securities or blue sky laws. TERMS OF THE EXCHANGE OFFERS We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to issue up to - $500,000,000 aggregate principal amount of floating rate exchange notes due 2003 in exchange for a like aggregate principal amount of old floating rate notes due 2003 that are validly tendered on or prior to the Expiration Date of the exchange offer with respect to the floating rate notes due 2003 and not withdrawn in accordance with the procedures described below, - $1,000,000,000 aggregate principal amount of exchange notes due 2005 in exchange for a like aggregate principal amount of old notes due 2005 that are validly tendered on or prior to the Expiration 17 Date of the exchange offer with respect to the notes due 2005 and not withdrawn in accordance with the procedures described below, - $1,000,000,000 aggregate principal amount of exchange notes due 2007 in exchange for a like aggregate principal amount of old notes due 2007 that are validly tendered on or prior to the Expiration Date of the exchange offer with respect to the notes due 2007 and not withdrawn in accordance with the procedures described below, - $1,750,000,000 aggregate principal amount of exchange notes due 2012 in exchange for a like aggregate principal amount of old notes due 2012 that are validly tendered on or prior to the Expiration Date of the exchange offer with respect to the notes due 2012 and not withdrawn in accordance with the procedures described below, and - $1,250,000,000 aggregate principal amount of exchange debentures due 2032 in exchange for a like aggregate principal amount of old debentures due 2032 that are validly tendered on or prior to the Expiration Date of the exchange offer with respect to the debentures due 2032 and not withdrawn in accordance with the procedures described below. Promptly after the Expiration Date with respect to the exchange offer for the securities of any series, we will issue exchange securities of that series in a principal amount equal to the principal amount of outstanding old securities of that series validly tendered and accepted by us in that exchange offer, provided that the aggregate principal amount of exchange securities of any series issued in exchange for old securities of that series will not exceed the principal amount set forth in the applicable bullet point appearing in the immediately preceding paragraph. Holders may tender their old securities in whole or in part in a principal amount of $1,000 and integral multiples of $1,000. None of the exchange offers is conditioned upon any minimum principal amount of old securities being tendered. As of the date of this prospectus, - $500,000,000 aggregate principal amount of old floating rate notes due 2003, - $1,000,000,000 aggregate principal amount of old notes due 2005, - $1,000,000,000 aggregate principal amount of old notes due 2007, - $1,750,000,000 aggregate principal amount of old notes due 2012, and - $1,250,000,000 aggregate principal amount of old debentures due 2032, were outstanding. Holders of old securities do not have any appraisal or dissenters' rights in connection with the exchange offers. Old securities that are not tendered for exchange or are tendered but not accepted in connection with the exchange offers will remain outstanding, will continue to be entitled to the benefits of the Indenture, as defined below, and will continue to bear interest at the same per annum rate of interest or, in the case of the old floating rate notes due 2003, pursuant to the same interest rate formula as in effect prior to the exchange offers, except that, following completion of the exchange offer with respect to the old securities of any series, the old securities of that series will no longer be entitled to additional interest under the registration rights agreement. If any tendered old securities are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, the unaccepted old securities will be re-credited to the applicable account at DTC or, in any case where old securities in definitive certificated form ("certificated old securities") are surrendered for exchange, we will return those certificated old securities, without expense, to the tendering holder promptly after the Expiration Date of the exchange offer for the securities of that series. Holders who tender old securities in connection with the exchange offers will not be required to pay brokerage commissions or fees or, except as otherwise provided in the instructions in the letter of transmittal and in the discussion below under "-- Fees and Expenses," transfer taxes with respect to the exchange of old 18 securities in connection with the exchange offers. We will pay all charges and expenses, other than specified taxes described below, in connection with the exchange offers. See "-- Fees and Expenses." NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF OLD SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD SECURITIES PURSUANT TO THE EXCHANGE OFFERS. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFERS AND, IF SO, THE AGGREGATE AMOUNT OF OLD SECURITIES TO TENDER AFTER READING THIS PROSPECTUS, TOGETHER WITH THE DOCUMENTS INCORPORATED AND DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL, AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS. EXPIRATION DATE; EXTENSIONS; AMENDMENTS The term "Expiration Date" means, with respect to the exchange offer for the securities of any series, 5:00 p.m., New York City time, on , 2002 unless we extend the term of the exchange offer with respect to the securities of that series, in which case the term "Expiration Date" will mean, with respect to the exchange offer for the securities of that series, the latest date and time to which that exchange offer is extended. We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time: (1) to delay the acceptance of the old securities of any series for exchange, (2) to terminate the exchange offer with respect to the securities of any series, whether or not any old securities of that series have previously been accepted for exchange, if we determine, in our sole and absolute discretion, that any of the events or conditions referred to under "-- Certain Conditions to the Exchange Offers" has occurred or exists or has not been satisfied, (3) to extend the Expiration Date of the exchange offer with respect to the securities of any series from time to time and retain all old securities of that series tendered pursuant to that exchange offer, subject, however, to the right of holders of old securities of that series to withdraw their tendered old securities of that series as described under "-- Withdrawal Rights," and (4) to waive any condition or otherwise amend the terms of the exchange offer with respect to the securities of any series in any respect. We are making a separate exchange offer with respect to the securities of each series and we may elect to extend the term of the exchange offer for one or more series of securities without extending the term of the exchange offers for the other series of securities. Accordingly, the Expiration Date of the exchange offer for any series of securities may differ from the Expiration Date of the exchange offers for any or all of the other series of securities. Accordingly, the delivery of exchange securities of any series may occur either before or after the delivery date of the exchange securities of any other series, depending upon, among other things, the Expiration Dates of the exchange offers for the securities of those series. If the exchange offer with respect to the securities of any series is amended in a manner determined by us to constitute a material change, or if we waive a condition of the exchange offer with respect to the securities of any series that we determine to be material, we will promptly disclose that amendment or waiver by means of a supplement to this prospectus and we will extend the exchange offer with respect to the securities of that series to the extent required by Rule 14e-1 under the Securities Exchange Act. Any such delay in acceptance, extension, termination or amendment will be followed promptly by oral, promptly confirmed in writing, or written notice to the exchange agent and by making a public announcement, and that announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, 19 on the next business day after the previously scheduled Expiration Date of the exchange offer for the securities of the applicable series. We may make that public announcement by issuing a press release or in any other manner that we deem appropriate, subject to applicable law. ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF EXCHANGE SECURITIES Upon the terms and subject to the conditions of the exchange offer with respect to the securities of any series, we will exchange, and will issue and deliver to the exchange agent, exchange securities of that series for old securities of that series validly tendered and not withdrawn promptly after the Expiration Date of the exchange offer for the securities of that series. In all cases, delivery of exchange securities of any series in exchange for old securities of that series validly tendered and accepted for exchange pursuant to the applicable exchange offer will be made only after timely receipt by the exchange agent of: (1) certificates evidencing the old securities of that series or a book-entry confirmation of a book-entry transfer of the old securities of that series into the exchange agent's account at DTC, and (2) the letter of transmittal, properly completed and duly executed or, if old securities of that series are tendered pursuant to the procedures for book-entry transfer, an agent's message, as defined below, and any other documents required by the letter of transmittal, in each case in compliance with the procedures described below under "-- Procedures for Tendering Old Securities." The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of old securities into the exchange agent's account at DTC. Subject to the terms and conditions of the exchange offer for the securities of any series, we will be deemed to have accepted for exchange, and thereby exchanged, old securities of that series validly tendered and not withdrawn as, if and when we give oral, promptly confirmed in writing, or written notice to the exchange agent of our acceptance of those old securities for exchange pursuant to that exchange offer. The exchange agent will act as our agent and as agent for tendering holders for the purpose of receiving tenders of book-entry confirmations, agent's messages, certificated old securities, letters of transmittal and related documents and transmitting exchange securities to validly tendering holders. The exchange of exchange securities of any series for old securities of that series will be made promptly following the Expiration Date of the exchange offer with respect to the securities of that series. If, for any reason whatsoever, acceptance for exchange or the exchange of any old securities of any series tendered pursuant to the exchange offer with respect to the securities of that series is delayed, whether before or after our acceptance for exchange of old securities of that series, or if we extend the exchange offer with respect to the securities of that series or are unable to accept for exchange or exchange old securities of that series tendered pursuant to the exchange offer with respect to the securities of that series, then, without prejudice to our rights described in this prospectus, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Securities Exchange Act, retain tendered old securities of that series and those old securities may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under "-- Withdrawal Rights." Pursuant to the terms of the exchange offer with respect to the securities of any series, a holder of old securities of that series will represent and warrant that it has full power and authority to tender, exchange, sell, assign and transfer old securities of that series, that we will acquire good, marketable and unencumbered title to the tendered old securities of that series, free and clear of all liens, restrictions, charges and encumbrances, and that old securities of that series tendered for exchange are not subject to any adverse claims or proxies. The holder also will agree that it will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the old securities of any series tendered pursuant to the exchange offer with respect to the securities of that series. 20 PROCEDURES FOR TENDERING OLD SECURITIES Valid Tender. In order for old securities of any series to be validly tendered pursuant to the exchange offer for the securities of that series, a holder of old securities of that series must either: - complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signatures guaranteed if required by the letter of transmittal and mail or otherwise deliver that letter of transmittal or facsimile to the exchange agent, or - if the old securities of that series are tendered pursuant to procedures for book-entry transfer described below, transmit an agents' message, as defined below, to the exchange agent instead of the letter of transmittal, in either case for receipt by the exchange agent on or prior to the Expiration Date of the exchange offer for the securities of that series. In addition: - certificates for the old securities of any series being tendered for exchange must be received by the exchange agent along with the letter of transmittal (or a facsimile of the letter of transmittal) and any other documents required by the letter of transmittal on or prior to the Expiration Date of the exchange offer for the securities of that series, or - a timely confirmation of a book-entry transfer of the old securities of that series into the exchange agent's account at DTC pursuant to the procedures for book-entry transfer described below, along with the letter of transmittal (or a facsimile of the letter of transmittal) and any other documents required by the letter of transmittal or an agent's message, must be received by the exchange agent on or prior to the Expiration Date of the exchange offer for the securities of that series, or - the holder must comply with the guaranteed delivery procedures described below under "-- Guaranteed Delivery" on or prior to the Expiration Date of the exchange offer for the securities of that series. The term "agent's message" means a message, transmitted to the exchange agent's account at DTC and received by the exchange agent and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgement from the tendering DTC participant that the participant has received and agrees to be bound by, and makes the representations and warranties contained in, the letter of transmittal and that we may enforce the letter of transmittal against that participant. Anything in this prospectus or the letter of transmittal to the contrary notwithstanding, if old securities of any series are tendered pursuant to the procedures for book-entry transfer as described above, the holder of those old securities must cause an agent's message to be received by the exchange agent on or prior to the Expiration Date of the exchange offer for the securities of that series. To be tendered in accordance with the terms of the applicable exchange offer, certificates evidencing the old securities of any series being tendered for exchange or a book-entry confirmation, and the letter of transmittal and other required documents or an agent's message in lieu thereof, as the case may be, must be received by the exchange agent at one of the addresses specified under "-- Exchange Agent." If less than all of the old securities of any series delivered to the exchange agent by a holder are being tendered, the tendering holder should fill in the amount of old securities of that series being tendered in the appropriate box on the letter of transmittal. The entire amount of old securities of that series delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. A tender of old securities of any series by a holder that is not withdrawn prior to the Expiration Date of the exchange offer for the securities of that series in accordance with the procedures described below under "-- Withdrawal Rights" will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and the letter of transmittal. THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION, THE AGENT'S MESSAGE, CERTIFICATES EVIDENCING THE OLD SECURITIES AND THE LETTER OF TRANSMITTAL, AS THE CASE MAY BE, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE 21 DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF A LETTER OF TRANSMITTAL IS USED OR CERTIFICATES EVIDENCING THE OLD SECURITIES ARE DELIVERED TO THE EXCHANGE AGENT, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, IN EACH CASE PROPERLY INSURED, RATHER THAN DELIVERY BY MAIL. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer. The exchange agent has established or will establish an account with respect to the old securities of each series at DTC for purposes of the exchange offers. Any financial institution that is a participant in DTC's book-entry transfer system may make a book-entry delivery of the old securities by causing DTC to transfer the old securities into the applicable account of the exchange agent at DTC in accordance with DTC's procedures for transfers. However, although delivery of old securities of any series may be effected through book-entry transfer at DTC, a letter of transmittal or a facsimile thereof, with any required signature guarantees and any other required documents, or an agents' message in lieu of the letter of transmittal, must, in any case, be transmitted to and received by the exchange agent on or prior to the Expiration Date of the exchange offer for the securities of that series or the holder must comply with the guaranteed delivery procedures described below under "-- Guaranteed Delivery." DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. Signature Guarantees. Certificates for the old securities need not be endorsed and signature guarantees on the letter of transmittal, if applicable, will not be required unless: (a) the person surrendering the old securities for tender or signing the letter of transmittal, if applicable, is not the registered holder of the old securities being tendered, or (b) the person tendering the old securities completes the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal, except that signature guarantees will not be required in the case of old securities that are tendered for the account of an Eligible Institution, as defined below. In the case of (a) or (b) above, the certificates for the old securities must be duly endorsed or accompanied by a properly executed bond power, and the endorsement or signature on the bond power and on the letter of transmittal must be guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act as an "eligible guarantor institution," including, as the following terms are defined in that Rule: - a bank; - a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, or government securities dealer; - a credit union; - a national securities exchange, registered securities association or clearing agency; or - a savings association (each, an "Eligible Institution"), except that no signature guarantee will be required if the old securities are being tendered for the account of an Eligible Institution. Guaranteed Delivery. If a holder desires to tender old securities of any series pursuant to the exchange offer for the securities of that series and time will not permit all required documents, including, if applicable, certificates evidencing those old securities, to reach the exchange agent on or before the Expiration Date of the exchange offer for the securities of that series, or the procedures for book-entry transfer cannot be completed 22 on or before that Expiration Date, the old securities of that securities may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with: (1) the tender is made by or through an Eligible Institution; (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying the letter of transmittal, is received by the exchange agent, as provided below, on or prior to the Expiration Date of the exchange offer for the securities of that series; and (3) the certificates representing all tendered old securities of that series, in proper form for transfer, or a book-entry confirmation, together with a properly completed and duly executed letter of transmittal, or facsimile, with any required signature guarantees and any other documents required by the letter of transmittal or, instead of a letter of transmittal, an appropriate agent's message pursuant to DTC's procedures, are received by the exchange agent within three New York Stock Exchange trading days after the Expiration Date of the exchange offer for the securities of that series. The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent to one of the addresses appearing below and must include a guarantee by an Eligible Institution in the form set forth in that notice. Notwithstanding any other provision hereof, the delivery of exchange securities of any series in exchange for old securities of that series duly tendered and accepted for exchange pursuant to the exchange offer for securities of that series will in all cases be made only after timely receipt by the exchange agent of old securities of that series, or of a book-entry confirmation with respect to the old securities of that series, and a properly completed and duly executed letter of transmittal (or facsimile thereof), together with any required signature guarantees and any other documents required by the letter of transmittal or, instead of a letter of transmittal, an appropriate agent's message through DTC's book-entry system. Accordingly, the delivery of exchange securities of any series may not be made to all holders tendering old securities of that series at the same time, and will depend upon when old securities of that series, book-entry confirmations and agent's messages with respect to old securities of that series and other required documents are received by the exchange agent. Our acceptance for exchange of old securities of any series tendered pursuant to the procedures described in this prospectus and the letter of transmittal will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the applicable exchange offer. Determination of Validity. All questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old securities will be determined by us, in our sole and absolute discretion, and that determination will be final and binding on all parties. We reserve the right, in our sole and absolute discretion, to reject any and all tenders determined by us not to be in proper form or the acceptance of which, or exchange for, may, in the view of our counsel, be unlawful. We also reserve the right, in our sole and absolute discretion, subject to applicable law, to waive any of the conditions of any exchange offer as set forth under "-- Certain Conditions of the Exchange Offers" or any condition or irregularity in any tender of any old securities of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. Our interpretation of the terms and conditions of the exchange offers, including the letter of transmittal and the related instructions, will be final and binding. No tender of old securities will be deemed to have been validly made until all defects and irregularities with respect to that tender have been cured or waived. Neither we, any of our affiliates, the exchange agent nor any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate 23 when signing and, unless waived by us, proper evidence satisfactory to us, in our sole and absolute discretion, of that person's authority to so act must be submitted. A beneficial owner of old securities that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact that entity promptly if that beneficial holder wishes to participate in any exchange offer. We reserve the right in our sole and absolute discretion to purchase or make offers for any old securities of any series that remain outstanding subsequent to the Expiration Date of the exchange offer for the securities of that series and, to the extent permitted by law, purchase old securities of that series in the open market, in privately negotiated transactions or otherwise. The terms of any of those purchases or offers may differ from the terms of the applicable exchange offer. RESALES OF EXCHANGE SECURITIES We are making the exchange offers in reliance on the position of the staff of the Division of Corporation Finance of the SEC as set forth in certain interpretive letters addressed to parties unrelated to us in other transactions. However, we have not sought our own interpretive letter and there can be no assurance that the staff of the Division of Corporation Finance of the SEC would make a similar determination with respect to the exchange offers as it has in those interpretive letters to other parties. Based on those interpretations by the staff of the Division of Corporation Finance of the SEC and except as described in the following sentence, we believe that exchange securities issued pursuant to the exchange offers in exchange for old securities may be offered for resale, resold and otherwise transferred by a holder without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that the holder is not an "affiliate," within the meaning of Rule 405 under the Securities Act, of ours, the holder acquired the exchange securities in the ordinary course of its business, the holder has no arrangement or understanding with any person to participate in the distribution of the old securities or the exchange securities within the meaning of the Securities Act, and the holder is not a broker-dealer that purchased the old securities being tendered in the exchange offers directly from us for resale pursuant to Rule 144A or another available exemption from registration under the Securities Act. Any holder of old securities who intends to participate in the exchange offers for the purpose of distributing exchange securities or to participate in a distribution of the exchange securities, or any broker dealer who purchased the old securities being tendered in the exchange offers directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act: - will not be able to rely on the interpretations of the staff of the Division of Corporation Finance of the SEC set forth in the above-mentioned interpretive letters, - will not be permitted or entitled to tender those old securities in the exchange offers, and - must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of, or other secondary resale transaction involving, those securities. Any such sale, transfer or other secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act. In addition, as described below, if any broker-dealer holds old securities acquired for its own account as a result of market-making activities or other trading activities and exchanges those old securities for exchange securities, that broker-dealer must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of those exchange securities. Each holder of old securities who wishes to exchange old securities for exchange securities pursuant to the exchange offers will be required to represent as follows: - any exchange securities received by that holder will be acquired in the ordinary course of its business, - the holder has no arrangement or understanding with any person to participate in the distribution of the old securities or the exchange securities within the meaning of the Securities Act, 24 - the holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of us, - the holder is not engaged in, and does not intend to engage in, the distribution of the exchange securities within the meaning of the Securities Act, - if that holder is a broker-dealer, that it will receive exchange securities in exchange for old securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange securities, and - if that holder is a broker-dealer, it did not purchase the old securities being tendered in the exchange offers directly from us for resale pursuant to Rule 144A or any other available exemption from registration under the Securities Act. Any holder that is not able to make these representations or certain similar representations contained in the letter of transmittal will not be entitled to participate in the exchange offers or to exchange their old securities for exchange securities. As described above, any broker-dealer that receives exchange securities of any series for its own account in exchange for old securities of that series pursuant to an exchange offer must acknowledge that it acquired those old securities for its own account as a result of market-making activities or other trading activities and will be required to acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange securities. The letter of transmittal states that by so acknowledging and by delivering a prospectus to the buyer, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Based on the position taken by the staff of the Division of Corporation Finance of the SEC in the interpretive letters referred to above, we believe that broker-dealers who hold old securities of any series acquired for their own accounts as a result of market-making activities or other trading activities ("participating broker-dealers") may fulfill their prospectus delivery requirements with respect to the exchange securities of that series received upon exchange of those old securities, other than old securities which represent an unsold allotment from the initial offering of the old securities, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of those exchange securities. Accordingly, this prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer during the period referred to below in connection with resales of exchange securities of any series received in exchange for old securities of that series where those old securities were acquired by the participating broker-dealer for its own account as a result of market-making or other trading activities. Subject to provisions set forth in the registration rights agreement, we have agreed that this prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of those exchange securities of any series for a period of 180 days after the Expiration Date of the exchange offer for the securities of that series, subject to exceptions, including our right to suspend the use of this prospectus as described below. However, a participating broker-dealer who intends to use this prospectus in connection with the resale of exchange securities of any series must, on or before the Expiration Date of the exchange offer for the securities of that series, notify or cause the exchange agent to be notified, in the manner provided in the letter of transmittal, that it is a participating broker-dealer. Any participating broker-dealer who is an "affiliate," within the meaning of Rule 405 of the Securities Act, of ours may not rely on those interpretive letters and may not use this prospectus in connection with the resale of exchange securities. Pursuant to the registration rights agreement, we will be entitled from time to time, by notice to participating broker-dealers given as provided in the registration rights agreement, to require participating broker-dealers to discontinue the sale or other disposition of exchange securities pursuant to this prospectus for a period not to exceed 120 days (whether or not consecutive) in any period of twelve consecutive months under certain circumstances relating to possible acquisitions or business combinations or other transactions, business developments or other events involving us, or because of the happening of any event that makes any statement made in this prospectus or the related registration statement untrue in any material respect or as a 25 result of which this prospectus or the related registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or which requires the making of any changes in this prospectus or that registration statement in order to make the statements therein not misleading. As used in the preceding sentence, references to this prospectus and the registration statement include the documents incorporated and deemed to be incorporated by reference in this prospectus and the registration statement. In that regard, each participating broker-dealer who receives exchange securities of any series upon surrender of old securities of that series pursuant to the applicable exchange offer will be deemed to have agreed that, upon receipt of any such notice from us, that participating broker-dealer will forthwith discontinue the sale or other disposition of those exchange securities pursuant to this prospectus until we have either delivered copies of a supplemented or amended prospectus or given notice that disposition of exchange securities may be resumed using the then current prospectus, as the case may be. If we give such notice to suspend the sale of the exchange securities, we will extend the 180-day period referred to above during which participating broker-dealers are entitled to use this prospectus in connection with the resale of exchange securities by the number of days during the period from and including the date of the giving of that notice to and including the date when participating broker-dealers shall have received copies of the amended or supplemented prospectus necessary to permit resales of the exchange securities or to and including the date on which participating broker-dealers have received notice that the disposition of exchange securities may be resumed using the then current prospectus. WITHDRAWAL RIGHTS Except as otherwise provided herein, tenders of old securities of any series may be withdrawn at any time on or prior to the Expiration Date of the exchange offer for the securities of that series. In order for a withdrawal of the old securities of any series to be effective, a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at one of its addresses set forth under "-- Exchange Agent" on or prior to the Expiration Date of the exchange offer for the securities of that series. Any notice of withdrawal must: - specify the name of the person who tendered the old securities to be withdrawn and the aggregate principal amount of old securities being withdrawn, - identify the previously tendered old securities of each series to be withdrawn, including the registration numbers and principal amount of each series of those old securities or, in the case of old securities transferred by a book-entry transfer through DTC, the name and number of the account at DTC to be credited with the old securities of each series being withdrawn, - if old securities in certificated form were tendered, contain the name of the registered holder of the old securities, if different from that of the person who tendered the old securities, and - be signed by the holder in the same manner as the original signature on the letter of transmittal (if used), including any required signature guarantees or, if an agent's message was submitted instead of a letter of transmittal, the withdrawal notice must be transmitted by DTC and received by the exchange agent in the same manner as the agent's message originally tendering the old securities for exchange. If old securities have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must comply with DTC's procedures. Withdrawals of tenders of old securities may not be rescinded. Old securities of any series properly withdrawn will not be deemed validly tendered for purposes of the exchange offer for the securities of that series, but may be retendered at any subsequent time on or prior to the Expiration Date of the exchange offer for the securities of that series by following the procedures described under "-- Procedures for Tendering Old Securities." All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us, in our sole and absolute discretion, and that determination will be final and binding on all parties. Neither we, our affiliates, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give 26 any such notification. Any old securities which have been tendered but which are withdrawn will be returned to the holder thereof or, in the case of old securities tendered by book-entry transfer, will be credited to the account at DTC designated in the notice of withdrawal promptly after withdrawal. INTEREST ON THE EXCHANGE SECURITIES The exchange securities of each series will bear interest from the most recent date to which interest has been paid or duly provided for on the old securities of that series prior to the original issuance date of the exchange securities of that series or, if no interest has been paid or duly provided for on the old securities of that series, from March 12, 2002. Holders of old securities of any series that are exchanged for exchange securities of that series pursuant to the applicable exchange offer will not receive accrued interest on those old securities for any period from and after the most recent date to which interest has been paid or duly provided for on those old securities or, if no interest has been paid or duly provided for on those old securities, will not receive any accrued interest on those old securities, and those holders will be deemed to have waived the right to receive any interest on those old securities accrued from and after the most recent date to which interest has been paid or duly provided for on those old securities or, if no interest has been paid or duly provided for on those old securities, from and after March 12, 2002. CERTAIN CONDITIONS TO THE EXCHANGE OFFERS Notwithstanding any other provisions of any of the exchange offers or any extension of the exchange offer with respect to the securities of any series, we will not be required to accept for exchange, or to exchange, any old securities of any series for any exchange securities of that series and, as described below, may terminate the exchange offer with respect to the securities of any series, whether or not any old securities of that series have theretofore been accepted for exchange, if that exchange offer violates applicable law or any applicable interpretation of the staff of the SEC. If we determine in our sole and absolute discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied with respect to the exchange offer for the securities of any series, we may, subject to applicable law, terminate the exchange offer with respect to the securities of that series, whether or not any old securities of that series have theretofore been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer with respect to the securities of that series in any respect. If we determine, in our sole and absolute discretion, that any such waiver or amendment with respect to the exchange offer for the securities of any series constitutes a material change to the exchange offer with respect to the securities of that series, we will promptly disclose that waiver or amendment by means of a supplement to this prospectus and we will extend the exchange offer with respect to the securities of that series to the extent required by Rule 14e-1 under the Securities Exchange Act. 27 EXCHANGE AGENT JPMorgan Chase Bank has been appointed as exchange agent for the exchange offers. Delivery of the certificates evidencing the old securities, book-entry confirmations, agent's messages, letters of transmittal and any other required documents, questions, requests for assistance, and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery should be directed to the exchange agent as follows: By Mail, Overnight Courier, or Hand Delivery: JPMorgan Chase Bank 55 Water Street, Second Floor Room 234 -- North Building New York, New York 10041 Reference: Weyerhaeuser Company Exchange To Confirm by Telephone or for Information: (212) 638-0459 Attention: Victor Matis Reference: Weyerhaeuser Company Exchange Facsimile Transmissions: (212) 638-7380 or 7381 Reference: Weyerhaeuser Company Exchange Confirm by Telephone: (212) 638-0459 Attention: Victor Matis Reference: Weyerhaeuser Company Exchange Delivery to other than one of the above addresses or facsimile numbers will not constitute a valid delivery. FEES AND EXPENSES We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses. We will also, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old securities, and in handling or tendering for their customers. We will not make any other payments to brokers, dealers or others soliciting acceptances of any of the exchange offers. Holders who tender their old securities for exchange will not be obligated to pay any transfer taxes in connection with those exchanges. If, however, exchange securities of any series are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old securities of that series tendered, or if a transfer tax is imposed for any reason other than the exchange of old securities in connection with the exchange offers, then the amount of any transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption from those taxes is not submitted with the applicable letter of transmittal or agent's message, the amount of those transfer taxes will be billed directly to the tendering holder. 28 DESCRIPTION OF THE EXCHANGE SECURITIES The old securities were issued and the exchange securities will be issued under an indenture dated as of April 1, 1986, as amended and supplemented by a first supplemental indenture dated as of February 15, 1991, a second supplemental indenture dated as of February 1, 1993, a third supplemental indenture dated as of October 22, 2001, and a fourth supplemental indenture dated as of March 12, 2002, each between us and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as trustee. We refer to the indenture, as so amended and supplemented, as the "Indenture." The following summary of selected provisions of the Indenture and the securities is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture and the securities. Copies of the Indenture and the forms of certificates evidencing the securities have been filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part and you may obtain copies of those documents as described below under "Available Information" and "Incorporation by Reference." In this section, references to "Weyerhaeuser," "we," "our" and "us" mean Weyerhaeuser Company excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries, and references to "Willamette" or "Willamette Industries, Inc." mean Willamette Industries, Inc. excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries. Capitalized terms that are used in the following summary but not defined have the meanings given to those terms in the Indenture. The numerical references appearing in parentheses in the following summary are to sections of the Indenture. GENERAL The Indenture provides that we may issue debt securities ("debt securities") under the Indenture from time to time in one or more series and permits us to establish the terms of each series of debt securities at the time of issuance. The Indenture does not limit the amount of debt securities that we may issue under the Indenture and provides the debt securities may be denominated and payable in foreign currencies or units based on or relating to foreign currencies. The old floating rate notes due 2003 and the floating rate exchange notes due 2003 will constitute a separate series of debt securities under the Indenture, initially limited to $500,000,000 in aggregate principal amount. The old notes due 2005 and the exchange notes due 2005 will constitute a separate series of debt securities under the Indenture, initially limited to $1,000,000,000 in aggregate principal amount. The old notes due 2007 and the exchange notes due 2007 will constitute a separate series of debt securities under the Indenture, initially limited to $1,000,000,000 in aggregate principal amount. The old notes due 2012 and the exchange notes due 2012 will constitute a separate series of debt securities under the Indenture, initially limited to $1,750,000,000 in aggregate principal amount. The old debentures due 2032 and the exchange debentures due 2032 will constitute a separate series of debt securities under the Indenture, initially limited to $1,250,000,000 in aggregate principal amount. Under the Indenture we may, without the consent of the holders of the old securities of any series or the exchange securities of that series, "reopen" that series and issue additional old securities of that series and additional exchange securities of that series from time to time in the future. The old floating rate notes due 2003, the floating rate exchange notes due 2003 and any additional old floating rate notes due 2003 or floating rate exchange notes due 2003 that we may issue in the future upon a reopening will constitute a single series of debt securities under the Indenture. The old notes due 2005, the exchange notes due 2005 and any additional old notes due 2005 or exchange notes due 2005 that we may issue in the future upon a reopening will constitute a single series of debt securities under the Indenture. The old notes due 2007, the exchange notes due 2007 and any additional old notes due 2007 or exchange notes due 2007 that we may issue in the future upon a reopening will constitute a single series of debt securities under the Indenture. The old notes due 2012, the exchange notes due 2012 and any additional old notes due 2012 or exchange notes due 2012 that we may issue in the future upon a reopening will constitute a single series of debt securities under the Indenture. The old debentures due 2032, the exchange debentures due 2032 and any additional old debentures due 2032 or exchange debentures due 2032 that we may issue in the future upon a reopening will constitute a single series of debt securities under the Indenture. This means that, in 29 circumstances where the Indenture provides for the holders of debt securities of any series to vote or take any other action as a single class, the old securities of that series and the exchange securities of that series, as well as any additional old securities of that series or exchange securities of that series that we may issue by reopening the series, will vote or take that action as a single class. The securities are unsecured and unsubordinated obligations of Weyerhaeuser. The securities are not obligations of any of our subsidiaries. See "-- Ranking" below. The floating rate exchange notes due 2003 will mature on September 15, 2003. Interest on the floating rate exchange notes due 2003 will accrue from the most recent date to which interest has been paid or duly provided for on the old floating rate notes due 2003 prior to the original issuance date of the floating rate exchange notes due 2003 or, if no interest has been paid or duly provided for on the old floating rate notes due 2003, from March 12, 2002 and will be payable quarterly in arrears on the dates, to the persons and at the floating rate described below under "-- Floating Rate Exchange Notes." The exchange notes due 2005 will mature on March 15, 2005. Interest on the exchange notes due 2005 will accrue from the most recent date to which interest has been paid or duly provided for on the old notes due 2005 prior to the original issuance date of the exchange notes due 2005 or, if no interest has been paid or duly provided for on the old notes due 2005, from March 12, 2002 at the rate of 5.50% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing with the first such interest payment date following the original issuance date of the exchange notes due 2005, to the persons in whose names the exchange notes due 2005 are registered at the close of business on the March 1 or September 1, as the case may be, next preceding those interest payment dates. The exchange notes due 2007 will mature on March 15, 2007. Interest on the exchange notes due 2007 will accrue from the most recent date to which interest has been paid or duly provided for on the old notes due 2007 prior to the original issuance date of the exchange notes due 2007 or, if no interest has been paid or duly provided for on the old notes due 2007, from March 12, 2002 at the rate of 6.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing with the first such interest payment date following the original issuance date of the exchange notes due 2007, to the persons in whose names the exchange notes due 2007 are registered at the close of business on the March 1 or September 1, as the case may be, next preceding those interest payment dates. The exchange notes due 2012 will mature on March 15, 2012. Interest on the exchange notes due 2012 will accrue from the most recent date to which interest has been paid or duly provided for on the old notes due 2012 prior to the original issuance date of the exchange notes due 2012 or, if no interest has been paid or duly provided for on the old notes due 2012, from March 12, 2002 at the rate of 6.75% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing with the first such interest payment date following the original issuance date of the exchange notes due 2012, to the persons in whose names the exchange notes due 2012 are registered at the close of business on the March 1 or September 1, as the case may be, next preceding those interest payment dates. The exchange debentures due 2032 will mature on March 15, 2032. Interest on the exchange debentures due 2032 will accrue from the most recent date to which interest has been paid or duly provided for on the old debentures due 2032 prior to the original issuance date of the exchange debentures due 2032 or, if no interest has been paid or duly provided for on the old debentures due 2032, from March 12, 2002 at the rate of 7.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing with the first such interest payment date following the original issuance date of the exchange debentures due 2032, to the persons in whose names the exchange debentures due 2032 are registered at the close of business on the March 1 or September 1, as the case may be, next preceding those interest payment dates. Holders of old securities of any series that are exchanged for exchange securities of that series pursuant to the applicable exchange offer will not receive accrued interest on those old securities for any period from and after the most recent date to which interest has been paid or duly provided for on those old securities or, if no interest has been paid or duly provided for on those old securities, will not receive any accrued interest on those old securities. See "The Exchange Offers -- Interest on the Exchange Securities." Interest on the floating rate exchange notes due 2003 will be computed as described below under "-- Floating Rate Exchange Notes." Interest on the exchange securities of each other series will be computed 30 on the basis of a 360-day year consisting of twelve 30-day months. If an interest payment date, redemption date or maturity date of any exchange security, other than one of the floating rate exchange notes due 2003, falls on a day that is not a business day, then the payment of principal, premium, if any, or interest, as the case may be, due in respect of that security on that date need not be made on that date, but may be made on the next succeeding business day with the same force and effect as if made on that interest payment date, redemption date or maturity date, as the case may be, and no interest will accrue for the period after that date. See "-- Floating Rate Exchange Notes" for information regarding provisions applicable in cases where a payment due on the floating rate exchange notes due 2003 falls on a day that is not a business day. The exchange securities do not provide for any additional interest to be paid on those securities pursuant to the registration rights agreement. The exchange securities will be issued in fully registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The exchange securities will be denominated and payable in U.S. dollars. The exchange securities will be issued in book-entry form and will be evidenced by one or more registered global certificates without coupons, which we sometimes refer to as "global exchange securities," registered in the name of Cede & Co., as nominee for DTC. Holders of interests in global exchange securities will not be entitled to receive exchange securities in definitive certificated form, which we sometimes refer to as "certificated exchange securities," registered in their names except in the limited circumstances described below. See "-- Book-Entry; Delivery and Form" for a summary of selected provisions applicable to the depositary arrangements. Exchange securities in certificated form may be presented for payment and surrendered for registration of transfer and exchange at our agency maintained for that purpose in the Borough of Manhattan, The City of New York, currently the office of the trustee located at 55 Water Street, Second Floor, Room 234 -- North Building, New York, New York 10041. Except as provided under "The Exchange Offers -- Fees and Expenses," holders will not be required to pay any charge for the registration of transfer or exchange of securities, other than any tax or other governmental charge payable in connection with the transfer or exchange, but subject to the limitations provided in the Indenture. Payment of interest on global exchange securities will be made to DTC or its nominee. Payment of interest on certificated exchange securities, if issued, will be made against presentation of those securities at the agency referred to in the preceding paragraph or, at our option, by mailing checks payable to the persons entitled to that interest to their addresses as they appear in the securities register. The exchange securities will not be entitled to the benefit of any sinking fund and will not be subject to repurchase by us at the option of the holders prior to maturity. Except to the limited extent described below under "-- Consolidation, Merger, Conveyance or Transfer," the Indenture does not contain any provisions that are intended to protect holders of exchange securities in the event of a highly-leveraged or similar transaction affecting us. The Indenture does not limit the incurrence of debt by us or any of our subsidiaries. RANKING The securities are our obligations exclusively and are not be the obligations of any of our subsidiaries. Although we are an operating company and hold many of our assets directly, a portion of our consolidated assets is held by our subsidiaries. Accordingly, our cash flow and the consequent ability to service our debt, including the securities, and to pay amounts due in respect of our other obligations are dependent in part upon the results of operations of our subsidiaries and the distribution of funds by those subsidiaries to us. The ability of our subsidiaries to provide funds to us is contingent upon the results of operations and financial condition of those subsidiaries, may be limited by restrictive covenants in various instruments and agreements and is subject to various other business considerations. Because a portion of our assets is held by our subsidiaries, our obligations under the securities are effectively subordinated to all existing and future liabilities, including indebtedness, trade payables, guarantees, lease obligations and letter of credit obligations, of our subsidiaries. As a result, our rights and the rights of our creditors, including holders of the securities, to receive assets of any subsidiary upon its liquidation or reorganization are subject to the prior claims of that subsidiary's creditors, except to the extent that we 31 ourselves may be a creditor with recognized claims against that subsidiary, in which case our claims would still be effectively subordinated to any mortgages or other liens on the assets of that subsidiary and would be subordinated to any indebtedness of that subsidiary senior to that held by us. Although some debt instruments to which we and some of our subsidiaries are parties impose limitations on the incurrence of additional indebtedness, both we and our subsidiaries retain the ability to incur substantial additional indebtedness and other liabilities. As of December 30, 2001, on a pro forma basis after giving effect to the completion of our tender offer for shares of common stock of Willamette, the consummation of the second-step merger pursuant to which Willamette became our wholly-owned subsidiary and related transactions, and the sale of $5.5 billion of old securities that we issued on March 12, 2002 as described under "Recent Developments -- Sale of $5.5 Billion of Debt Securities" and the incurrence of bank borrowings and the application of the estimated net proceeds from the sale of the old securities and the proceeds from those borrowings to pay the purchase price of shares of Willamette common stock acquired in the tender offer and the second-step merger and related costs and expenses as if those transactions had occurred as of December 30, 2001: - we would have had approximately $11.4 billion of indebtedness, calculated on an unconsolidated basis, and - our subsidiaries would have had approximately $5.3 billion of total liabilities, excluding liabilities to us and other intercompany liabilities. In addition, at the time of the consummation of the tender offer, we incurred approximately $500 million of additional indebtedness under the Credit Facilities to repay approximately $500 million of Willamette's indebtedness (including approximately $116 million of indebtedness incurred by Willamette subsequent to December 31, 2001). The incurrence of this indebtedness by us and Willamette and the repayment of this indebtedness is not reflected in the pro forma amounts appearing above. Following that repayment, Willamette had outstanding approximately $1.3 billion of indebtedness. We guaranteed most of Willamette's indebtedness, effective upon consummation of the second-step merger. We plan to merge Willamette Industries, Inc., the Willamette parent company, with and into Weyerhaeuser Company, the Weyerhaeuser parent company, with Weyerhaeuser Company as the surviving corporation, whereupon the separate corporate existence of Willamette Industries, Inc. will cease. See "Recent Developments--Acquisition of Willamette Industries, Inc." Consummation of the parent company merger will require that we take a number of actions and, as a result, we have not yet established a proposed date for completion of the parent company merger nor can we assure you that the parent company merger will be consummated. The remaining Credit Facilities provide that, if the parent company merger is not consummated by March 31, 2003, Willamette Industries, Inc., the Willamette parent company, will be required to guarantee borrowings and other amounts due under the remaining Credit Facilities, in which case it would also be required, under the Indenture, to guarantee the securities and other debt securities outstanding under the Indenture. However, if Willamette Industries, Inc. guarantees the securities and other debt securities outstanding under the Indenture, that guarantee will terminate upon the earlier of (1) the termination of its guarantee of borrowings under the Credit Facilities and (2) the effectiveness of the parent company merger. Moreover, if the parent company merger is consummated before March 31, 2003, the covenant in the Indenture requiring that Willamette Industries, Inc. guarantee the securities and other debt securities will terminate. Accordingly, we intend to consummate the parent company merger before March 31, 2003. See "-- Possible Guarantee of Debt Securities." FLOATING RATE EXCHANGE NOTES The floating rate exchange notes due 2003 will mature on September 15, 2003 and will bear interest at a per annum rate equal to LIBOR (as defined below), adjusted quarterly as described below, plus 1.125% per annum. Interest on the floating rate exchange notes due 2003 will be payable quarterly in arrears on March 15, June 15, September 15 and December 15, commencing with the first such interest payment date following the original issuance date of the floating rate exchange notes due 2003, and at maturity. If any of the interest payment dates listed in the preceding sentence, other than an interest payment date falling on the maturity date of the floating rate exchange notes due 2003, would otherwise be a day that is not a Floating Rate 32 Business Day, as defined below, that interest payment date will be moved to, and will be, the next succeeding Floating Rate Business Day, except that, if that next succeeding Floating Rate Business Day falls in the next succeeding calendar month, that interest payment date instead will be moved to, and will be, the immediately preceding Floating Rate Business Day. If the maturity date of the floating rate exchange notes due 2003 falls on a day that is not a Floating Rate Business Day, then payments of the principal of and interest on the floating rate exchange notes due 2003 need not be made on that maturity date, but may be made on the next succeeding Floating Rate Business Day with the same force and effect as if made on the maturity date and no interest will accrue for the period after the maturity date. Interest on the floating rate exchange notes due 2003 will accrue from, and including, the most recent date to which interest has been paid or duly provided for on the old floating rate notes due 2003 prior to the original issuance date of the floating rate exchange notes due 2003 to, but excluding, the next interest payment date or the maturity date of the floating rate exchange notes due 2003, as the case may be, provided that, if no interest has been paid or duly provided for on the old floating rate notes due 2003, then interest on the floating rate exchange notes due 2003 will initially accrue from, and including, March 12, 2002 to, but excluding, the interest payment date falling in June 2002. Interest on floating rate exchange notes due 2003 will be calculated on the basis of the actual number of days in the applicable period divided by 360. We will pay the interest payable on any interest payment date to the persons in whose names the floating rate exchange notes due 2003 are registered at the close of business on the 15th calendar day, whether or not a Floating Rate Business Day, immediately preceding that interest payment date; provided that interest payable on the maturity date of the floating rate exchange notes due 2003 will be paid to the persons to whom principal is payable. "Floating Rate Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, that the day must also be a London Business Day. "London Business Day" means any day on which dealings in deposits in United States dollars are transacted in the London interbank market. The interest rate on the floating rate notes due 2003 for the initial Interest Period that commenced on March 12, 2002 was set, and for each subsequent Interest Period will be reset, as of the first day of such Interest Period (the date on which that interest rate was set for the initial Interest Period or is reset for any subsequent Interest Period is referred to as an "Interest Reset Date"). The interest rate in effect on any day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date, and the interest rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to that Interest Reset Date. The term "Interest Period" means the period beginning on, and including, an interest payment date for the floating rate notes due 2003 to, but excluding, the next succeeding interest payment date or the maturity date, as the case may be, except that the first Interest Period is the period beginning on, and including, March 12, 2002 to, but excluding, the interest payment date falling in June 2002; and the term "Interest Determination Date" means, with respect to any Interest Reset Date, the second London Business Day preceding that Interest Reset Date. If the original issuance date of any floating rate exchange note due 2003 is a date that is not an Interest Reset Date, then the interest rate on such floating rate exchange note due 2003 from and including that original issuance date to, but excluding, the next Interest Reset Date will be the interest rate as in effect on the Interest Reset Date immediately preceding that original issuance date. The Calculation Agent referred to below will determine LIBOR in accordance with the following provisions: "LIBOR" means: (1) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of the applicable Interest Period that appears on Telerate Page 3750 as of 11:00 A.M., London time, on 33 that Interest Determination Date. If no rate appears as aforesaid, LIBOR with respect to that Interest Determination Date will be determined in accordance with the provisions described in (2) below. (2) With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750 as specified in (1) above, the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market (the "reference banks"), which may be affiliates of the broker-dealers that initially purchased the old securities directly from us, selected by the Calculation Agent after consultation with us, to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of three months, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that Interest Determination Date and in a principal amount equal to an amount of at least $1,000,000 that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations as calculated by the Calculation Agent. If fewer than two quotations are provided by the reference banks, then LIBOR on that Interest Determination Date will be the arithmetic mean as calculated by the Calculation Agent of the rates quoted at approximately 11:00 A.M., New York City time, on that Interest Determination Date by three major banks in The City of New York, selected by the Calculation Agent after consultation with us and which may be affiliates of the broker-dealers that initially purchased the old securities directly from us, for loans in United States dollars to leading European banks having a three month maturity and in a principal amount equal to an amount of at least $1,000,000, that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described in this sentence, LIBOR determined as of that Interest Determination Date will be LIBOR as in effect on that Interest Determination Date. "Telerate Page 3750 means the display designated as "Page 3750" on Bridge Telerate, Inc., or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying the London interbank rates of major banks for United States dollars. The interest rate on the floating rate notes due 2003 will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. All percentages resulting from any calculation on the floating rate notes due 2003 will be rounded to the nearest one hundred-thousandth of a percentage point, with five-one millionths of a percentage point rounded upwards. For example, 9.876545% (or.09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on the floating rate notes due 2003 will be rounded to the nearest cent, with one-half cent being rounded upwards. In connection with the issuance of the old floating rate notes due 2003, Weyerhaeuser entered into a calculation agent agreement with JP Morgan Chase Bank, as initial calculation agent (the "Calculation Agent"), pursuant to which the Calculation Agent will calculate the interest rate on the floating rate notes due 2003 as in effect from time to time. Those calculations will be conclusive and binding on the holders and on Weyerhaeuser, absent manifest error. The calculation agent agreement provides that, upon the request of a holder of a floating rate note due 2003, the Calculation Agent will advise the holder of the interest rate then in effect and, if then determined, the interest rate that will become effective as of the next succeeding Interest Reset Date. In the Indenture, Weyerhaeuser has agreed, solely for the benefit of the holders from time to time of the floating rate notes due 2003, that, so long as any of the floating rate notes due 2003 remains outstanding, there will at all times be a Calculation Agent for the purpose of those notes. 34 OPTIONAL REDEMPTION The floating rate notes due 2003 will not be subject to redemption at our option prior to maturity. The securities of each series, other than the floating rate notes due 2003, are redeemable, in whole or from time to time in part, at our option on any date at a redemption price equal to the greater of: (1) 100% of the principal amount of the securities of that series to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the securities of that series to be redeemed (exclusive of interest accrued to the applicable redemption date) discounted to that redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus, in the case of the notes due 2005, 15 basis points, in the case of the notes due 2007, 20 basis points, in the case of the notes due 2012, 25 basis points or, in the case of the debentures due 2032, 30 basis points, plus, in the case of both clause (1) and clause (2) above, accrued and unpaid interest on the principal amount of the securities of that series being redeemed to that redemption date. Notwithstanding the foregoing, payments of interest on the notes due 2005, notes due 2007, notes due 2012 or debentures due 2032 that are due and payable on or prior to a date fixed for redemption of securities of that series will be payable to the holders of those securities registered as such at the close of businesses on the relevant record dates according to their terms and the terms and provisions of the Indenture. "Treasury Rate" means, with respect to any redemption date for the securities of any applicable series, (1) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15 (519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Final Maturity Date for the securities of that series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the applicable redemption date. As used in the immediately preceding sentence and in the definition of "Reference Treasury Dealer Quotations" below, the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close. "Comparable Treasury Issue" means, with respect to any redemption date for the securities of any applicable series, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the securities of that series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the securities of that series to be redeemed. "Comparable Treasury Price" means, with respect to any redemption date for the securities of any applicable series, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 35 "Final Maturity Date" means: (1) with respect to the notes due 2005, March 15, 2005, (2) with respect to the notes due 2007, March 15, 2007, (3) with respect to the notes due 2012, March 15, 2012, and (4) with respect to the debentures due 2032, March 15, 2032. "Independent Investment Banker" means, with respect to any redemption date for the securities of any applicable series, Morgan Stanley & Co. Incorporated and its successors or J.P. Morgan Securities Inc. and its successors, whichever is selected by the trustee after consultation with us, or, if both such firms or the respective successors, if any, to such firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee after consultation with us. "Reference Treasury Dealer" means, with respect to any redemption date for the securities of any applicable series, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. and their respective successors (provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the trustee, after consultation with us, will substitute therefor another Primary Treasury Dealer), and two other Primary Treasury Dealers selected by the trustee after consultation with us. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the securities of any applicable series, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption date. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the securities of the series to be redeemed at the holder's registered address. If less than all the securities of any series are to be redeemed at our option, the trustee will select, in a manner it deems fair and appropriate, the securities of that series, or portions of the securities of that series, to be redeemed. Unless we default in payment of the redemption price due in respect of the securities of any series on any redemption date, on and after the redemption date interest will cease to accrue on securities of that series or portions of securities of that series called for redemption on that redemption date. CERTAIN RESTRICTIONS The following restrictions apply to the securities of each series and to each other series of debt securities issued under the Indenture, unless the terms of any such other series of debt securities provide otherwise. Limitation on Liens. The Indenture states that, unless the terms of any series of debt securities provide otherwise, if Weyerhaeuser or any Subsidiary, as defined in the Indenture, issues, assumes or guarantees any indebtedness for money borrowed ("Debt") secured by a mortgage, pledge, security interest or other lien (collectively, a "Mortgage") on: - any timber or timberlands of Weyerhaeuser or that Subsidiary located in the states of Washington, Oregon, California, Arkansas or Oklahoma, or - any principal manufacturing plant of Weyerhaeuser or that Subsidiary located anywhere in the United States, Weyerhaeuser must secure or cause that Subsidiary to secure the debt securities (together with, if Weyerhaeuser so determines, any other indebtedness of or guaranteed by Weyerhaeuser or that Subsidiary ranking equally with the debt securities and then existing or created later) equally and ratably with, or prior to, that Debt. Notwithstanding the restrictions described in the preceding sentence, Weyerhaeuser or any 36 Subsidiary may issue, assume or guarantee secured Debt that would otherwise be subject to those restrictions in an aggregate amount that, together with: - all other such Debt of Weyerhaeuser and its Subsidiaries, and - all Attributable Debt, as defined in the Indenture, in respect of Sale and Lease-Back Transactions, as defined below, existing at that time, other than Sale and Lease-Back Transactions permitted because Weyerhaeuser would be entitled to incur Debt secured by a Mortgage on the property to be leased without equally and ratably securing the debt securities pursuant to provisions described elsewhere under this caption "-- Limitation on Liens" and other than Sale and Leaseback Transactions the proceeds of which have been applied in accordance with clause (b) of the second paragraph under "-- Limitation on Sale Lease-Back Transactions" below, does not exceed 5% of the shareholders' interest in Weyerhaeuser and its consolidated Subsidiaries, as defined in the Indenture, as shown on the audited consolidated balance sheet contained in Weyerhaeuser's latest annual report to shareholders. The term "principal manufacturing plant" does not include any manufacturing plant that in the opinion of the Board of Directors is not a principal manufacturing plant of Weyerhaeuser and its Subsidiaries. The exercise of the Board of Directors' discretion in determining which plants are "principal manufacturing plants" could have the effect of limiting the application of the limitation on liens. The following types of transactions are not deemed to create Debt secured by a Mortgage: - the sale, Mortgage or other transfer of timber in connection with an arrangement under which Weyerhaeuser or a Subsidiary is obligated to cut some or all of that timber to provide the transferee with a specified amount of money however determined; and - the Mortgage of any property of Weyerhaeuser or any Subsidiary in favor of the United States or any State, or any department, agency or instrumentality of either, to secure any payments to Weyerhaeuser or any Subsidiary pursuant to any contract or statute. The limitation on liens covenant will not apply to: (a) Mortgages securing Debt of a Subsidiary to Weyerhaeuser or another Subsidiary; (b) Mortgages created, incurred or assumed contemporaneously with, or within 90 days after, the acquisition, improvement or construction of the mortgaged property to secure or provide for the payment of any part of the purchase price of that property or the cost of that construction or improvement, provided that, in the case of construction or improvement, the Mortgage does not apply to any property previously owned by Weyerhaeuser or any Subsidiary other than unimproved real property on which the property so constructed, or the improvement, is located; (c) Mortgages existing at the time of acquisition of the mortgaged property; or (d) any extension, renewal or replacement of any Mortgage described in (b) or (c) above so long as the principal amount of the secured indebtedness is not increased and the extension, renewal or replacement is limited to all or part of the same property secured by the Mortgage so extended, renewed or replaced. (Section 3.6) Limitation on Sale and Lease-Back Transactions. The Indenture states that, unless the terms of any series of debt securities provide otherwise, neither Weyerhaeuser nor any Subsidiary may lease any real property in the United States, except for temporary leases for a term of not more than three years, which property has been or is to be sold or transferred by Weyerhaeuser or that Subsidiary to the lessor (a "Sale and Lease-Back Transaction"). 37 This limitation will not apply to any Sale and Lease-Back Transaction if: (a) Weyerhaeuser or the applicable Subsidiary would be entitled to incur Debt secured by a Mortgage on the leased property without equally and ratably securing the debt securities as described under "-- Limitation on Liens" above, or (b) Weyerhaeuser, within 90 days of the effective date of the Sale and Lease-Back Transaction, applies an amount equal to the fair value, as determined by the Board of Directors, of the leased property to the retirement of Debt that matures at, or is extendable or renewable at the option of the obligor to, a date more than 12 months after the date of the creation of that Debt. (Section 3.7) POSSIBLE GUARANTEE OF DEBT SECURITIES The following covenants apply to the securities of each series and to each other series of debt securities currently outstanding under the Indenture and will apply to each other series of debt securities which may be issued under the Indenture in the future unless the terms of any such future series of debt securities provide otherwise. Covenant to Provide Guarantee; Termination of Guarantee. The Indenture provides that, unless the terms of any series of debt securities provide otherwise, Weyerhaeuser will not cause or permit Willamette to guarantee, directly or indirectly (a "Bank Guarantee"), any indebtedness, borrowings or other obligations of Weyerhaeuser under any Credit Agreement, as defined below, unless: (1) Willamette, Weyerhaeuser and the trustee shall execute and deliver a supplemental indenture pursuant to which Willamette shall unconditionally guarantee the due and punctual payment of the principal of, and premium, if any, and interest on, and any sinking fund payments with respect to, all of the debt securities when due, whether such debt securities are outstanding on the date of such supplemental indenture or are thereafter issued (other than any debt securities of a series the terms of which expressly provide that the debt securities of such series are not entitled to the benefits of this covenant), and (2) such supplemental indenture shall have been executed and delivered by Willamette, Weyerhaeuser and the trustee and shall have become effective no later than the time that such Bank Guarantee of Willamette shall become effective; provided that Weyerhaeuser will not be required to make a notation on the debt securities of any series to reflect the Guarantee or to endorse the Guarantee on the debt securities of any series if the debt securities of that series were originally issued prior to the date of the supplemental indenture referred to in clause (2) above; and provided, further, that, upon the earlier of (a) termination of all of Willamette's Bank Guarantees and (b)(i) the effectiveness of the Weyerhaeuser/Willamette Merger and (ii) the termination of the separate corporate existence of Willamette as a result of such merger, and, in the case of both clause (a) and (b), delivery by Weyerhaeuser to the trustee of the officers' certificate and opinion of counsel required by the Indenture (including an opinion of counsel to the effect any Bank Guarantees provided by Willamette have terminated), Willamette shall be released from all of its obligations under the Indenture (including the applicable supplemental indenture) and the Guarantee and the Guarantee shall terminate (provided that Weyerhaeuser's obligations under this paragraph shall remain in effect, and, as a result, Willamette and Weyerhaeuser may thereafter be required to enter into another supplemental indenture as set forth above, unless and until Weyerhaeuser's obligations under this paragraph shall be terminated as described in the following paragraph). The Indenture further provides that the covenant described in the immediately preceding paragraph shall terminate upon (a) the effectiveness of the Weyerhaeuser/Willamette Merger and (b) the termination of the separate corporate existence of Willamette as a result of such merger; provided that Weyerhaeuser shall have delivered to the trustee the officers' certificate and opinion of counsel required by the Indenture (including, in the event that Willamette shall have provided one or more Bank Guarantees, an opinion of counsel to the effect that such Bank Guarantees have terminated). The Indenture further provides that, in the event that the covenant to provide a Willamette Guarantee as described in the second preceding paragraph is terminated pursuant to the provisions described in the immediately 38 preceding paragraph and, thereafter, the Weyerhaeuser/Willamette Merger is set aside or reversed or the separate corporate existence of Willamette is reinstated, then, to the fullest extent permitted by applicable law, (1) such covenant shall be automatically reinstated, and (2) if Willamette shall have been released from its obligations under the Indenture and the Guarantee with respect to the debt securities of any series upon the effectiveness of the Weyerhaeuser/Willamette Merger, Willamette's obligations under the Indenture (including any applicable supplemental indenture) and the Guarantee with respect to the debt securities of such series shall be automatically reinstated, all as if the Weyerhaeuser/Willamette Merger had not taken place but subject thereafter to termination of such covenant upon the terms and conditions set forth in the immediately preceding paragraph and to the release of Willamette's obligations under the Indenture (including any applicable supplemental indenture) and the Guarantee upon the terms and conditions set forth in the second preceding paragraph. The Indenture also provides that, if Willamette's obligations under the Indenture are reinstated as described in the preceding sentence, then the additional Events of Default described below under "-- Covenant to Provide Additional Events of Default" and specified related provisions of the Indenture shall also be reinstated, but subject thereafter to termination of such Events of Default and those related provisions upon the terms and conditions set forth under "-- Covenant to Provide Additional Events of Default." In the event that Willamette and Weyerhaeuser enter into the supplemental indenture described above, that supplemental indenture will expressly provide that the obligations of Willamette under its Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of Willamette, result in the obligations of Willamette under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. The remaining Credit Agreements provide that, if Willamette is not merged into Weyerhaeuser by March 31, 2003, Willamette will be required to guarantee borrowings and other amounts due under the remaining Credit Agreements, in which case Willamette would also be required, under the Indenture, to guarantee the securities and other debt securities outstanding under the Indenture. See "Recent Developments -- Acquisition of Willamette Industries, Inc." However, any guarantee of securities or other debt securities by Willamette will terminate upon the earlier of (a) termination of its guarantee under the Credit Agreements and (b) the effectiveness of the Weyerhaeuser/Willamette Merger, subject to satisfaction of the other conditions specified in the Indenture. Moreover, Weyerhaeuser intends to consummate the parent company merger prior to March 31, 2003 and, if the parent company merger is consummated prior to that date, the covenant in the Indenture requiring that Willamette guarantee the securities and other debt securities will terminate, subject to satisfaction of the other conditions specified in the Indenture. The Indenture also provides that, if Weyerhaeuser is discharged from its obligations in respect of the outstanding debt securities of any series pursuant to the provisions in the Indenture relating to defeasance or satisfaction and discharge, then, unless the terms of the debt securities of that series expressly provide otherwise, Willamette concurrently shall be released, automatically and without further action on the part of Weyerhaeuser, Willamette or the trustee, from all of Willamette's obligations under the Indenture (including any applicable supplemental indenture) with respect to the debt securities of that series and from all of its obligations under its Guarantee with respect to the debt securities of that series; provided that such release shall not affect Willamette's obligations under the Indenture with respect to the debt securities of any other series or its Guarantee of the debt securities of any other series, all of which shall remain in full force and effect. The Indenture provides that, if Willamette enters into a supplemental indenture providing a Guarantee of debt securities, the supplemental indenture also will provide that, if Weyerhaeuser shall have agreed pursuant to a registration rights agreement or other similar instrument or agreement to pay additional interest or to make similar payments with respect to the debt securities of any series, then Willamette's Guarantee, if any, of the debt securities of that series shall also be deemed to guarantee the due and punctual payment of such 39 additional interest or other similar payments, as the case may be, on the same terms and subject to the same conditions as the guarantee of interest on the debt securities of that series. Covenant to Provide Additional Events of Default. The Indenture provides that, in the event that Willamette enters into a supplemental indenture providing a Guarantee of debt securities, the supplemental indenture will also provide for the following to be added as Events of Default under the Indenture. See "--Events of Default" below. If and when this occurs, the Indenture will provide that, in addition to the other Events of Default appearing therein, an Event of Default will occur under the Indenture with respect to any series of debt securities if: (1) Willamette shall deny that it has any further liability under its Guarantee of all or any of the debt securities of such series or gives notice to that effect or Willamette's Guarantee of all or any of the debt securities of such series shall cease for any reason to be in full force and effect or Willamette's Guarantee of all or any of the debt securities of such series is declared or judged unenforceable or invalid in a final judgment or order issued by any court or governmental authority of competent jurisdiction (in each case other than by reason of the termination or release of such Guarantee in accordance with the provisions described above under "--Covenant to Provide Guarantee; Termination of Guarantee"), provided that this clause (1) shall not be applicable to the debt securities of such series if the terms of the debt securities of such series expressly provide that the debt securities of such series are not entitled to the benefit of the covenant described above in the first paragraph under "--Covenant to Provide Guarantee; Termination of Guarantee;" or (2) specified events of bankruptcy, insolvency or reorganization have occurred and are continuing with respect to Willamette, provided that this clause (2) shall not be applicable to the debt securities of such series if the terms of the debt securities of such series expressly provide that the debt securities of such series are not entitled to the benefit of the covenant described above in the first paragraph under "--Covenant to Provide Guarantee; Termination of Guarantee." The Indenture further provides that, if Willamette is released from its obligations under the Indenture with respect to the debt securities of any series and from its obligations under its Guarantee with respect to the debt securities of that series as described above under "-- Covenant To Provide Guarantee; Termination of Guarantee," then, automatically and without further action on the part of Weyerhaeuser, Willamette or the trustee, the foregoing additional Events of Default shall cease to be effective with respect to the debt securities of that series (provided that such cessation shall not affect such Events of Default insofar as they pertain to any other series of debt securities), and, if the covenant described above in the first paragraph under the caption "--Covenant to Provide Guarantee; Termination of Guarantee" shall terminate as provided in the second paragraph under that caption, then, automatically and without further action on the part of Weyerhaeuser, Willamette or the trustee, the foregoing additional Events of Default, the parenthetical clause appearing in subparagraph (d) in the first paragraph under "-- Events of Default" below and the modifications to the Indenture described in the third paragraph under "-- Events of Default" below shall terminate and cease to be effective as to all series of debt securities, but subject to reinstatement of such Events of Default, parenthetical clause and modifications upon the terms and conditions specified in the third paragraph under the caption "-- Covenant to Provide Guarantee; Termination of Guarantee." Definitions The following definitions appear in the Indenture. As described under "Recent Developments -- Acquisition of Willamette Industries, Inc.," the bridge revolving credit facility referred to in the definition of "Credit Agreements" has been terminated. "Credit Agreements" means: (1) the 364-Day Revolving Credit Facility Agreement dated as of February 8, 2002 among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, the lenders named therein and the other parties thereto and any related notes, letters of credit and guarantees, 40 (2) the Competitive Advance and Revolving Credit Facility Agreement dated as of February 8, 2002 among Weyerhaeuser Company, the lenders, swingline bank and fronting bank named therein and the other parties thereto, and any related notes, letters of credit and guarantees, and (3) the Bridge Revolving Credit Facility Agreement dated as of February 8, 2002 among Weyerhaeuser Company, the lenders named therein and the other parties thereto and any related notes, letters of credit and guarantees, in each case as the same may be amended, modified, supplemented or restated or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents, lenders and other parties thereto or other agents, lenders or other parties thereto and whether under the original such Credit Agreement or any other credit agreements or otherwise), and including any of the foregoing that shall extend the maturity or increase the amount of borrowings or available borrowings thereunder. "Guarantee" means Willamette's guarantee set forth in a supplemental indenture executed pursuant to the covenant described in the first paragraph above under "-- Covenant to Provide Guarantee; Termination of Guarantee" and any guarantee of a debt security by Willamette that is endorsed on a debt security authenticated and made available for delivery pursuant to the Indenture, collectively, or all or any such guarantees, as the context shall require. "Weyerhaeuser/Willamette Merger" means a statutory merger pursuant to which Willamette shall be merged with and into Weyerhaeuser, with Weyerhaeuser being the surviving corporation and whereupon the separate corporate existence of Willamette shall cease. "Willamette" means Willamette Industries, Inc., an Oregon corporation. Fraudulent Conveyance and Similar Considerations. In the event that Willamette enters into a supplemental indenture providing its Guarantee, its obligations under the Guarantee may be subject to review under various laws for the protection of creditors, including federal and state fraudulent conveyance and fraudulent transfer laws, if a bankruptcy case or other lawsuit, including in circumstances where bankruptcy is not involved, is commenced by or on behalf of any creditor of Willamette or a representative of any of its creditors. If a court in that case or lawsuit were to find that, at the time Willamette entered into the supplemental indenture, Willamette (a) intended to hinder, delay or defraud any existing or future creditor or (b) did not receive fair consideration or reasonably equivalent value for issuing its Guarantee, including because the Guarantee was incurred for the benefit of Weyerhaeuser and only indirectly for the benefit of Willamette, and that Willamette either (1) was insolvent or rendered insolvent by reason of its Guarantee, (2) was engaged or was about to engage in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital, or (3) intended to or believed that it would incur debts beyond its ability to pay its debts as they matured or became due, the court could void Willamette's obligations under its Guarantee, subordinate that Guarantee to other indebtedness of Willamette, direct that holders of debt securities return any amounts paid under that Guarantee to Willamette or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the debt securities. The measure of insolvency for purposes of the matters described in the preceding paragraph will vary depending upon the law of the jurisdiction being applied. Generally, however, a company will be considered insolvent at a particular time if the sum of its debts, including contingent liabilities, at that time is greater than the then fair value of its assets or if the fair saleable value of its assets at that time is less than the amount that 41 would be required to pay its probable liability on its existing debts as they become absolute and mature. There can be no assurance, however, as to what standard a court would apply to evaluate the parties' intent or to determine whether Willamette was insolvent at the time of or rendered insolvent by providing its Guarantee or that, regardless of the standard, a court would not determine that Willamette was insolvent at the time of or rendered insolvent by providing its Guarantee. As described above, the applicable supplemental indenture will provide that the obligations of Willamette under its Guarantee will be limited to the maximum amount that will result in the obligations of Willamette under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. However, there can be no assurance that, notwithstanding this limitation, a court would not find that the Guarantee violated applicable fraudulent conveyance or fraudulent transfer laws. If a bankruptcy or insolvency proceeding were commenced with respect to Willamette, a court might also find that its Guarantee constituted a preferential transfer under federal bankruptcy laws because, among other things, it was provided in respect of a pre-existing debt. If the Guarantee were determined to constitute a preferential transfer and if the Guarantee was entered into within 90 days, or possibly one year, prior to the commencement of the bankruptcy or insolvency proceedings with respect to Willamette, the court could void Willamette's obligations under its Guarantee, direct that holders of debt securities return any amounts paid under that Guarantee to Willamette or to a fund for the benefit of its creditors, or take other actions detrimental to the holders of the debt securities. EVENTS OF DEFAULT An Event of Default will occur under the Indenture with respect to any series of debt securities if: (a) Weyerhaeuser fails to pay when due any installment of interest on any of the debt securities of that series and that default continues for 30 days, (b) Weyerhaeuser fails to pay when due all or any part of the principal of and premium, if any, on any of the debt securities of that series, whether at maturity, upon redemption, upon acceleration or otherwise, (c) Weyerhaeuser fails to deposit any sinking fund payment when due on any of the debt securities of that series, (d) Weyerhaeuser defaults in the performance of, or breaches, any other covenant or warranty in respect of the debt securities of that series and that default or breach continues for 90 days (or 10 days in the case of the covenant described above under "-- Possible Guarantee of Debt Securities," unless this parenthetical clause shall have been terminated pursuant to the provisions described above under the caption "-- Possible Guarantee of Debt Securities -- Covenant to Provide Additional Events of Default," in which case this parenthetical clause shall cease to be effective for all purposes of the Indenture, or unless the terms of the debt securities of such series expressly provide that the debt securities of such series are not entitled to the benefit of the covenant described in the first paragraph under the caption "-- Possible Guarantee of Debt Securities -- Covenant to Provide Guarantee; Termination of Guarantee," in which case this parenthetical clause shall not be applicable to the debt securities of such series) after written notice by the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of all series affected by that default or breach, or (e) specified events of bankruptcy, insolvency or reorganization with respect to Weyerhaeuser have occurred and are continuing. (Section 5.1) If an Event of Default due to the failure to pay the principal of, or any premium, interest or sinking fund payment, if any, on, any series of debt securities or the breach of any other covenant or warranty of Weyerhaeuser applicable to less than all series of debt securities then outstanding has occurred and is continuing, either the trustee or the holders of 25% in principal amount of the debt securities of such series then outstanding, each such series voting as a separate class, may declare the principal of and accrued interest on all the debt securities of such series to be due and payable immediately. If an Event of Default due to a 42 default in performance of any other covenant or agreement in the Indenture applicable to all outstanding debt securities or due to certain events of bankruptcy, insolvency or reorganization of Weyerhaeuser has occurred and is continuing, either the trustee or the holders of 25% in principal amount of all debt securities then outstanding, treated as one class, may declare the principal of and accrued interest on all the debt securities to be due and payable immediately. The holders of a majority in principal amount of the debt securities of such series (or of all series, as the case may be) then outstanding may waive all defaults with respect to such series (or with respect to all series, as the case may be) and rescind a declaration of acceleration if, prior to the entry of a judgment or decree with respect to that acceleration, Weyerhaeuser pays or deposits with the trustee a sum sufficient to pay all matured installments of interest on the outstanding debt securities of such series (or of all the debt securities, as the case may be) and the principal of all debt securities of such series (or of all the debt securities, as the case may be) that have become due otherwise than by acceleration and other expenses specified in the Indenture, and if all other Events of Default under the Indenture have been cured, waived or otherwise remedied as permitted by the Indenture. In addition, prior to the declaration of the acceleration of the maturity of the debt securities of any series, the holders of a majority in aggregate principal amount of the outstanding debt securities of such series (or of all series, as the case may be) may waive any past default or Event of Default, except a continuing default in payment of principal of or premium, if any, or interest, if any, on the debt securities and except a default in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each debt security affected. (Sections 5.1 and 5.10) As described above under "-- Possible Guarantee of Debt Securities," Weyerhaeuser and Willamette may, under specified circumstances, enter into a supplemental indenture that will, among other things, add additional Events of Default to the Indenture. If that occurs, that supplemental indenture will make appropriate modifications to the provisions of the Indenture described in the preceding paragraph so that, if an Event of Default of the nature described in clause (1) or (2) under the caption "-- Possible Guarantee of Debt Securities -- Covenant to Provide Additional Events of Defaults" (if the Event of Default of the nature described in clause (1) or (2), as the case may be, under that caption is with respect to less than all series of debt securities then outstanding) has occurred and is continuing with respect to the debt securities of any series, then the trustee or the holders of 25% in principal amount of the debt securities of such series then outstanding, each such series voting as a separate class, may declare the principal of and accrued interest on all the debt securities of such series to be due and payable as described above. That supplemental indenture will also make appropriate modifications to the provisions of Indenture described in the preceding paragraph so that, if an Event of Default of the nature described in clause (1) or (2) under the caption "-- Possible Guarantee of Debt Securities -- Covenant to Provide Additional Events of Default" (if the Event of Default of the nature described in such clause (1) or (2), as the case may be, is with respect to all series of debt securities then outstanding) has occurred and is continuing, then the trustee or the holders of 25% in principal amount of all debt securities then outstanding, treated as one class, may declare the principal of and accrued interest on all the debt securities to be due and payable as described above. These modifications will be subject to termination and reinstatement as described under "-- Possible Guarantee of Debt Securities." The holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee, provided that the direction is in accordance with law and the provisions of the Indenture and subject to exceptions provided in the Indenture. (Section 5.9) Before proceeding to exercise any right or power under the Indenture at the direction of a holder or holders, the trustee is entitled to receive from that holder or holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with that direction. (Section 6.2) Weyerhaeuser is required to furnish to the trustee annually a statement of two of its officers to the effect that, to their knowledge, Weyerhaeuser is not in default in the performance of the terms of the Indenture or, if they have knowledge that Weyerhaeuser is in default, specifying the default. (Section 3.5) The Indenture requires the trustee to give to all holders of outstanding debt securities of any series notice of any default by Weyerhaeuser with respect to that series, unless that default has been cured or waived. However, except in the case of a default in the payment of principal of or premium, if any, or interest, if any, on any outstanding debt securities of that series, the trustee is entitled to withhold that notice in the event that 43 the board of directors, the executive committee or a trust committee of directors, trustees or specified officers of the trustee in good faith determine that withholding that notice is in the interest of the holders of the outstanding debt securities of that series. (Section 5.11) DEFEASANCE AND DISCHARGE The following defeasance provisions apply to the securities of each series and to each other series of debt securities issued under the Indenture, unless the terms of any such other series of debt securities provide otherwise. The Indenture provides that, unless the terms of any series of debt securities provide otherwise, Weyerhaeuser will be discharged from its obligations in respect of the Indenture and the outstanding debt securities of that series, including its obligation to comply with the provisions referred to above under "--Certain Restrictions" and "--Possible Guarantee of Debt Securities," if applicable, but excluding other specified provisions of the Indenture, such as the right of holders of debt securities of that series to receive payments of principal and interest, if any, on the original stated due dates (but not upon acceleration), and obligations to register the transfer of or exchange outstanding debt securities of that series and to replace stolen, lost or mutilated certificates. In order to be discharged from its obligations with respect to the outstanding debt securities of any series, Weyerhaeuser must, among other things: - irrevocably deposit in trust cash, or U.S. Government Obligations, as defined in the Indenture, which through the payment of interest and principal in accordance with their terms will provide cash, in an amount sufficient to pay the principal of (and premium, if any) and interest, if any, on and mandatory sinking fund payments, if any, in respect of the outstanding debt securities of the applicable series when those payments are due in accordance with the terms of the Indenture and those debt securities, and - deliver to the trustee an officers' certificate or an opinion of counsel to the effect that Weyerhaeuser has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that the discharge will not be a taxable event with respect to holders of the outstanding debt securities of that series. (Section 10.1) In the event that Weyerhaeuser is discharged, as described above, from its obligations in respect to the outstanding debt securities of any series that are guaranteed by Willamette, then Willamette will be concurrently released from its obligations under its Guarantee of the debt securities of that series. See "--Possible Guarantee of Debt Securities" above. MODIFICATION OF THE INDENTURE The Indenture provides that Weyerhaeuser and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to, among other things: - secure any debt securities, - evidence the assumption by a successor person of Weyerhaeuser's obligations under the Indenture and the debt securities, - add covenants for the protection of the holders of debt securities, - cure any ambiguity or correct any inconsistency in the Indenture or to make other changes the Board of Directors deems desirable, so long as none of those actions adversely affects the interests of the holders of debt securities, - establish the form or terms of the debt securities of any series, and - evidence the acceptance of the appointment by a successor trustee. (Section 8.1) The Indenture also contains provisions permitting Weyerhaeuser and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series affected, voting as one class, to add any provisions to, or change in any manner or eliminate any of the 44 provisions of, the Indenture or modify in any manner the rights of the holders of the debt securities of each series so affected. However, Weyerhaeuser may not, without the consent of the holder of each outstanding debt security so affected: - extend the final maturity of any debt security, - reduce the principal amount of any debt security, - reduce the rate or extend the time of payment of interest on any debt security, - reduce any amount payable on redemption of any debt security, - impair the right of any holder of debt securities to institute suit for the payment of any debt security, or - reduce the percentage in principal amount of debt securities of any series the consent of the holders of which is required for any such modification. (Section 8.2) CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER Weyerhaeuser may, without the consent of the trustee or the holders of debt securities, consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to, any other entity, provided that any successor must be an entity organized under the laws of the United States of America or any state and must expressly assume all obligations of Weyerhaeuser under the debt securities and that other conditions are met. Following a transfer or other conveyance, except by lease, of all or substantially all of Weyerhaeuser's assets, Weyerhaeuser will be relieved of all obligations under the Indenture and the debt securities. (Article Nine) BOOK-ENTRY; DELIVERY AND FORM The global exchange securities will be deposited with, or on behalf of, a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. Accordingly, holders that are not direct DTC participants, as defined below, but who wish to receive exchange securities in the exchange offers or who otherwise wish to acquire exchange securities may do so only indirectly through DTC's direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream Luxembourg"). Except under the limited circumstances described below, global exchange securities may be transferred, in whole and not in part, solely to DTC or another nominee of DTC or to a successor of DTC or its nominee and beneficial interests in the global exchange securities may not be exchanged for certificated exchange securities. The descriptions of the operations and procedures of DTC, Euroclear and Clearstream Luxembourg set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We take no responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters. DTC has advised us that it is: - a limited-purpose trust company organized under the laws of the State of New York; - a "banking organization" within the meaning of the New York Banking Law; - a member of the Federal Reserve System; - a "clearing corporation" within the meaning of the New York Uniform Commercial Code, as amended; and - a "clearing agency" registered pursuant to Section 17A of the Securities Exchange Act. DTC was created to hold securities for its participants (collectively, the "participants") and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of 45 certificates. DTC's participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "indirect participants") that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants. We expect that, pursuant to procedures established by DTC: - upon deposit of each global exchange security, DTC will credit, on its book-entry registration and transfer system, the accounts of participants with an interest in that global exchange security, and - ownership of beneficial interests in the global exchange securities will be shown on, and the transfer of ownership interests in the global exchange securities will be effected only through, records maintained by DTC (with respect to the interests of participants) and the participants and the indirect participants (with respect to the interests of persons other than participants). The laws of some jurisdictions may require that some purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer beneficial interests in the exchange securities represented by a global exchange security to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of person holding a beneficial interest in a global exchange security to pledge or transfer that interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of that interest, may be affected by the lack of a physical security in respect of that interest. So long as DTC or its nominee is the registered owner of a global exchange security, DTC or that nominee, as the case may be, will be considered the sole legal owner or holder of the exchange securities represented by that global exchange security for all purposes of the exchange securities and the Indenture. Except as provided below, owners of beneficial interests in a global exchange security will not be entitled to have the exchange securities represented by that global exchange security registered in their names, will not receive or be entitled to receive physical delivery of certificated exchange securities, and will not be considered the owners or holders of the exchange securities represented by that beneficial interest under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global exchange security must rely on the procedures of DTC and, if that holder is not a participant or an indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of exchange securities under the Indenture or that global exchange security. We understand that under existing industry practice, in the event that we request any action of holders of exchange securities, or a holder that is an owner of a beneficial interest in a global exchange security desires to take any action that DTC, as the holder of that global exchange security, is entitled to take, DTC would authorize the participants to take that action and the participants would authorize holders owning through those participants to take that action or would otherwise act upon the instruction of those holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of exchange securities by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the exchange securities. Payments with respect to the principal of and premium, if any, and interest on a global exchange security will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of that global exchange security under the Indenture. Under the terms of the Indenture, we and the trustee may treat the persons in whose names the exchange securities, including the global exchange securities, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of those amounts to owners of beneficial interests in a global exchange security. Payments by the participants and the indirect participants to the owners of beneficial interests in a global exchange security will be governed by standing instructions and customary industry practice and will be the responsibility of the participants and indirect participants and not of DTC. 46 Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures. Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream Luxembourg, as the case may be, by its respective depositary; however, those cross-market transactions will require delivery of instructions to Euroclear or Clearstream Luxembourg, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global exchange securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream Luxembourg participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream Luxembourg. Because of time zone differences, the securities account of a Euroclear or Clearstream Luxembourg participant purchasing an interest in a global exchange security from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream Luxembourg participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream Luxembourg as a result of sales of interest in a global exchange security by or through a Euroclear or Clearstream Luxembourg participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream Luxembourg cash account only as of the business day for Euroclear or Clearstream Luxembourg following DTC's settlement date. Although DTC, Euroclear and Clearstream Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in the global exchange securities among participants in DTC, Euroclear and Clearstream Luxembourg, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. We obtained the information in this section and elsewhere in this prospectus concerning DTC, Euroclear and Clearstream Luxembourg and their respective book-entry systems from sources that we believe are reliable, but we take no responsibility for the accuracy of any of this information. CERTIFICATED SECURITIES As described above, beneficial interests in the global exchange securities and in the old securities in book-entry form (the "global old securities," and together with the global exchange securities, the "global securities") may not be exchanged for securities in definitive certificated form ("certificated securities"). However, the Indenture provides that if: - the depositary for a global security notifies us that it is unwilling or unable to continue as depositary for that global security or the depositary for the global securities of that series is no longer eligible or in good standing under the Securities Exchange Act or other applicable statute or regulation and we do not appoint a successor depositary within 90 days after we receive that notice or become aware of that ineligibility; - we in our sole discretion determine that the securities of any series will no longer be represented by global securities; or - an Event of Default with respect to the securities of any series has occurred and is continuing, 47 we will execute and the trustee will authenticate and deliver certificated securities of that series in exchange for interests in the global securities of that series. In that event, only certificated exchange securities of that series will be issued in exchange for interests in global exchange securities of that series and only old securities of that series in definitive certificated form will be issued in exchange for interests in global old securities of that series. We anticipate that those certificated securities will be registered in such name or names as DTC instructs the trustee and that those instructions will be based upon directions received by DTC from its participants with respect to ownership of beneficial interest in the global securities of that series. Neither we nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related securities and each of them may conclusively rely on, and will be protected in relying on, instructions from DTC for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated securities to be issued. SAME-DAY SETTLEMENT AND PAYMENT So long as DTC continues to make its settlement system available to us, all payments of principal of and premium, if any, and interest on the global exchange securities will be made by us in immediately available funds. APPLICABLE LAW The securities and the Indenture are governed by and construed in accordance with the laws of the State of New York. (Section 11.8) TRUSTEE JPMorgan Chase Bank is the trustee under the Indenture and is also the exchange agent for the exchange offers. In the ordinary course of business, the trustee and its affiliates have provided and may in the future continue to provide investment banking, commercial banking and other financial services to us and our subsidiaries for which they have received and will receive compensation. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following summary describes some of the material United States federal income tax consequences of the exchange of old securities for exchange securities and the ownership and disposition of the exchange securities. There can be no assurance that the U.S. Internal Revenue Service, or the "IRS," will take a similar view of the purchase, ownership or disposition of the exchange securities. The discussion below is based on the Internal Revenue Code of 1986, as amended, or the "Code," administrative pronouncements, judicial decisions, and existing and proposed Treasury regulations, and interpretations of the foregoing, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described below. These statements address only the tax consequences to holders holding exchange securities as capital assets within the meaning of section 1221 of the Code. They do not discuss all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, dealers in securities or foreign currencies, persons holding securities whose functional currency (as defined in Code section 985) is not the U.S. dollar, persons holding securities for United States federal income tax purposes in connection with a hedging transaction, straddle, conversion transaction, or other integrated transaction, traders in securities that elect to mark to market, or holders liable for alternative minimum tax. Persons considering the exchange of old securities for exchange securities should consult their tax advisors concerning the application of United States federal income tax laws, as well as the laws of any state, local, or foreign taxing jurisdiction, to their particular situations. 48 As used in this prospectus, a "U.S. holder" of a security means a beneficial owner that is, for United States federal income tax purposes: - a citizen or resident of the United States, - a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise), - an estate the income of which is subject to United States federal income taxation regardless of its source, - a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person, or - a holder of a security whose income or gain in respect of its investment in the security is effectively connected with the conduct of a trade or business in the United States. As used in this prospectus, the term "non-U.S. holder" means a beneficial owner of a security that is not a U.S. holder. EXCHANGE OF OLD SECURITIES FOR EXCHANGE SECURITIES The exchange of old securities for exchange securities pursuant to the applicable exchange offer will not be a taxable event to holders for U.S. federal income tax purposes. The exchange of old securities for the exchange securities pursuant to the applicable exchange offer will not be treated as a taxable "exchange" for U.S. federal income tax purposes because the terms of the exchange securities will not be considered to differ materially from the terms of the old securities and because that exchange is occurring pursuant to the terms of the old securities. Accordingly, a holder will have the same adjusted basis and holding period in the exchange securities as it had in the old securities immediately before that exchange. SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE SECURITIES Notwithstanding the foregoing, upon the sale, exchange or retirement of an exchange security, a U.S. holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such U.S. holder's adjusted tax basis in the exchange security. For these purposes, the amount realized generally does not include any amount attributable to accrued but untaxed interest. A U.S. holder's adjusted tax basis in an exchange security generally will equal the amount it paid for the corresponding old security. Except to the extent attributable to accrued but unpaid interest (which will be taxable as interest), gain or loss realized on the sale, exchange or retirement of an exchange security will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange or retirement such exchange security has been held for more than one year. The excess of net long-term capital gains over net short-term capital losses is taxed at a lower rate than ordinary income for certain non-corporate taxpayers. The distinction between capital gain or loss and ordinary income or loss is also relevant for purposes of, among other things, limitations on the deductibility of capital losses. Any gain realized by a U.S. holder on a sale or other disposition of an exchange security generally will be treated as U.S. source income. INTEREST ON THE EXCHANGE SECURITIES Interest paid on an exchange security will generally be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the taxpayer's method of accounting for United States federal income tax purposes. A U.S. holder who purchases exchange securities with accrued interest will generally treat payments of accrued interest as a return of capital rather than as an interest payment. 49 UNITED STATES FEDERAL WITHHOLDING TAX Generally, if you are a non-U.S. holder you will not be subject to United States federal income tax, and will be entitled to an exemption from the 30% United States federal withholding tax on any payment of principal or premium, if any, or interest on the exchange securities provided that: - you do not actually or constructively own 10% or more of our voting stock; - you are not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership; or - you are not a bank making a loan in the ordinary course of your business; and either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form) and certify, under penalty of perjury, that you are not a U.S. holder, (b) you hold the exchange securities through certain foreign intermediaries and you satisfy the certification requirements of applicable U.S. Treasury regulations or (c) you otherwise provide that you are not a U.S. holder. If you are a non-U.S. holder who is not an individual or corporation (or an entity treated as a corporation for federal income tax purposes) holding the exchange securities on its own behalf, you may have substantially increased reporting requirements. In particular, in the case of exchange securities held by a foreign partnership (or foreign trust), the partners (or beneficiaries) rather than the partnership (or trust) will be required to provide the certification discussed above, and the partnership (or trust) will be required to provide certain additional information. If you cannot satisfy the requirements described above, payments of principal, premium, if any, and interest made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed IRS Form W-8BEN (or other applicable form) claiming an exemption from, or reduction in, withholding under the benefit of an applicable tax treaty. The 30% United States federal withholding tax generally will not apply to any gain that a non-U.S. holder realizes on the sale, exchange, retirement or other disposition of exchange securities, provided that such non-U.S. holder is not an individual who is present in the United States for 183 days or more in the taxable year of the disposition and such gain is not derived from sources within the United States. BACKUP WITHHOLDING The paying agent must file information returns with the IRS in connection with payments of interest on the exchange securities or with respect to the proceeds of the sale of exchange securities made to certain U.S. holders. Certain noncorporate U.S. holders may be subject to backup withholding (currently at a rate of 30%, which rate is scheduled to be reduced periodically through 2006) on payments of principal of, premium, if any, and interest on, and the proceeds of disposition of, an exchange security. Backup withholding will apply only if the U.S. holder: - fails to furnish its taxpayer identification number ("TIN"), which for an individual, would be such individual's Social Security number, - furnishes an incorrect TIN, - is notified by the IRS that it has failed to properly report payments of interest and dividends or - under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. U.S. holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such U.S. holder's United States federal income tax liability and may entitle such U.S. holder to a refund, provided that the required information is furnished to the IRS. 50 Non-U.S. holders may have to comply with certification procedures to establish their status as non-U.S. holders in order to avoid information reporting and backup withholding tax requirements. UNITED STATES FEDERAL ESTATE TAX If you are a non-U.S. holder, your estate will not be subject to United States federal estate tax on the exchange securities your estate beneficially owns at the time of your death, provided you or your estate do not own 10% or more of our voting stock. PLAN OF DISTRIBUTION Each broker-dealer that receives exchange securities for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer, as defined below, during the period referred to below in connection with resales of exchange securities received in exchange for old securities if those old securities were acquired by that participating broker-dealer for its own account as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the Expiration Date of the exchange offer for the securities of any series, participating broker-dealers will be entitled to use this prospectus, as amended or supplemented from time to time, in connection with the resale of exchange securities of that series as described above, subject to exceptions, including our right to suspend the use of this prospectus as described above under "The Exchange Offers -- Resales of Exchange Securities." However, a participating broker who intends to use this prospectus in connection with the resale of exchange securities of any series must, on or before the Expiration Date of the exchange offer for the securities of that series, notify or cause the exchange agent to be notified, in the manner provided in the letter of transmittal, that it is a participating broker-dealer. We will not receive any proceeds from any sale of exchange securities by participating broker-dealers or other persons. Exchange securities received by participating broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange securities or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any participating broker-dealer or the purchasers of those exchange securities. Any broker-dealer who holds old securities acquired for its own account as a result of market-making activities or other trading activities (a "participating broker-dealer") and who receives exchange securities in exchange for those old securities pursuant to the applicable exchange offer and resells those exchange securities must deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of those exchange securities, and such participating broker-dealer and any other broker or dealer that participates in a distribution of those exchange securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of those exchange securities and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed to pay all expenses incident to the performance of our obligations under the registration rights agreement and to indemnify the holders of old securities and participating broker-dealers against specified liabilities, including specified liabilities under the Securities Act. 51 AVAILABLE INFORMATION We are subject to the information reporting requirements of the Securities Exchange Act and we file periodic reports, proxy statements and other information with the SEC relating to our business, financial results and other matters. The reports, proxy statements and other information we file may be inspected and copied at prescribed rates at the SEC's Public Reference Room at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and should be available for inspection and copying at the SEC's regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 233 Broadway, New York, New York 10007. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy statements and other information regarding issuers like us that file electronically with the SEC. The address of the SEC's internet site is www.sec.gov. Our SEC filings are also available at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York, the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois, and the Pacific Exchange, 301 Pine Street, San Francisco, California. This prospectus constitutes part of a registration statement on Form S-4 that we have filed under the Securities Act. As permitted by the SEC's rules, this prospectus omits some of the information and all of the exhibits included and incorporated by reference in the registration statement. You may read and copy the information and exhibits omitted from this prospectus but contained or incorporated by reference in the registration statement at the public reference facilities maintained by the SEC in Washington, D.C., Chicago, Illinois and New York, New York. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement or to a document incorporated or deemed to be incorporated by reference in the registration statement, each of those statements being qualified in all respects by this reference. INCORPORATION BY REFERENCE We have elected to incorporate by reference information into this prospectus. By incorporating by reference, we can disclose important information to you by referring to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except as described in the following sentence. Any statement in this prospectus or in any document which is incorporated or deemed to be incorporated by reference in this prospectus will be deemed to have been modified or superseded to the extent that a statement contained in this prospectus, any supplement to this prospectus or any document that we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed to be a part of this prospectus except as so modified or superseded. This prospectus incorporates by reference the following documents that we have previously filed with the SEC: - Annual Report on Form 10-K for the fiscal year ended December 30, 2001; and - Current Reports on Form 8-K filed on January 24, 2002, January 29, 2002, February 26, 2002, February 28, 2002, March 28, 2002 and April 1, 2002. We are also incorporating by reference all other reports that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date on which the registration statement of which this prospectus is a part was first filed with the SEC and until the completion of the exchange offers or, if this prospectus is being used in connection with the resale of exchange securities of one or more series by participating broker-dealers as described under "Plan of Distribution," the 180th day after the latest Expiration Date with respect to the exchange offers for the securities of those series or such later date to which we may have extended that 180-day period as described under "The Exchange Offers -- Resales of Exchange Securities." 52 We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any of the documents that we have incorporated by reference into this prospectus, other than exhibits unless the exhibits are specifically incorporated by reference in those documents. To receive a copy of any of the documents incorporated by reference in this prospectus, other than exhibits unless they are specifically incorporated by reference in those documents, call or write to our Director of Investor Relations at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington 98063-9777, telephone (253) 924-2058. The information relating to us contained in this prospectus is not complete and should be read together with the information contained in the documents incorporated and deemed to be incorporated by reference in this prospectus. LEGAL MATTERS The validity of the exchange securities will be passed upon for us by Lorrie D. Scott, Esq., Senior Legal Counsel of Weyerhaeuser Company. EXPERTS The consolidated balance sheets of Weyerhaeuser Company and subsidiaries as of December 30, 2001 and December 31, 2000 and the related consolidated statements of earnings, cash flows, shareholders' interest and financial statement schedule II -- valuation and qualifying accounts for each of the years in the three-year period ended December 30, 2001, incorporated by reference in this prospectus, have been audited by Arthur Andersen LLP, independent auditors, as indicated in their reports with respect thereto, and are incorporated by reference in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The consolidated balance sheets of Willamette Industries, Inc. and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, incorporated by reference in this prospectus, have been audited by KPMG LLP, independent auditors, as stated in their reports incorporated by reference herein. 53 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Washington Business Corporation Act sets forth provisions pursuant to which officers and directors of the Registrant may be indemnified against liabilities that they may incur in their capacity as such. Article XII of the Registrant's Bylaws provides for the indemnification of directors and officers of the Registrant against certain liabilities under certain circumstances. Under insurance policies of the Registrant, directors and officers of the Registrant may be indemnified against certain losses arising from certain claims that may be made against such persons by reason of their being directors or officers. Reference is made to Section 5 of the registration rights agreement filed as an exhibit hereto. That section provides that the holders of old securities will in certain circumstances indemnify the Registrant, its directors and certain of its officers and the persons, if any, who control the Registrant within the meaning of the Securities Act against certain liabilities. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Indenture dated as of April 1, 1986 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 333-36753). 4.2 First Supplemental Indenture dated as of February 15, 1991 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 33-52982). 4.3 Second Supplemental Indenture dated as of February 1, 1993 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 33-59974). 4.4 Third Supplemental Indenture dated as of October 22, 2001 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 333-72356). 4.5 Fourth Supplemental Indenture dated as of March 12, 2002 between Weyerhaeuser Company and JPMorgan Chase Bank (incorporated by reference from the Registration Statement on Form S-4, Registration No. 333-82376). 4.6 Form of old floating rate note due 2003 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.7 Form of floating rate exchange note due 2003 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.8 Form of old note due 2005 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.9 Form of exchange note due 2005 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.10 Form of old note due 2007 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.11 Form of exchange note due 2007 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.12 Form of old note due 2012 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.13 Form of exchange note due 2012 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.14 Form of old debenture due 2032 (included in Fourth Supplemental Indenture filed as Exhibit 4.5).
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.15 Form of exchange debenture due 2032 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.16 Registration Rights Agreement dated March 12, 2002 among Weyerhaeuser Company and the several initial purchasers parties thereto.(1) 4.17 Calculation Agent Agreement dated as of March 6, 2002 between Weyerhaeuser Company and JPMorgan Chase Bank.(1) 5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of Weyerhaeuser Company.(1) 12.1 Computation of Ratios of Earnings to Fixed Charges(1): (a) Weyerhaeuser Company and Subsidiaries -- Computation of Ratios of Earnings to Fixed Charges. (b) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method, but excluding the undistributed earnings of those subsidiaries -- Computation of Ratios of Earnings to Fixed Charges. (c) Weyerhaeuser Company and Subsidiaries -- Computation of Pro Forma Ratio of Earnings to Fixed Charges. (d) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method, but excluding the undistributed earnings of those subsidiaries -- Computation of Pro Forma Ratio of Earnings to Fixed Charges. 23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1 thereto).(1) 23.2 Consent of Arthur Andersen LLP, independent auditors.(1) 23.3 Consent of KPMG LLP, independent auditors.(1) 24.1 Power of Attorney.(1) 25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as Trustee.(1) 99.1 Form of Letter of Transmittal.(1) 99.2 Form of Notice of Guaranteed Delivery.(1) 99.3 Form of Exchange Agent Agreement.(1)
- --------------- (1) Filed herewith. ITEM 22. UNDERTAKINGS. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions (except for the insurance referred to in the second paragraph of Item 20) or otherwise, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, 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 and other than a claim under such insurance) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the II-2 question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request. The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant 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 April 12, 2002. WEYERHAEUSER COMPANY By /s/ Claire S. Grace -------------------------------------- Claire S. Grace Corporate Secretary and Assistant General Counsel 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 such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any other documents filed in connection with any such 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 such person could or might do 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.
SIGNATURE TITLE DATE - ------------------------------------------------------------------------------------------------------- /s/ STEVEN R. ROGEL President, Chief Executive April 12, 2002 - ----------------------------------------------------- Officer and Director Steven R. Rogel (Principal Executive Officer) /s/ WILLIAM C. STIVERS Executive Vice President and April 12, 2002 - ----------------------------------------------------- Chief Financial Officer William C. Stivers (Principal Financial Officer) /s/ STEVEN J. HILLYARD Vice President and Controller April 12, 2002 - ----------------------------------------------------- (Principal Accounting Officer) Steven J. Hillyard /s/ W. JOHN DRISCOLL Director April 12, 2002 - ----------------------------------------------------- W. John Driscoll
II-4
SIGNATURE TITLE DATE - ------------------------------------------------------------------------------------------------------- /s/ RICHARD F. HASKAYNE Director April 12, 2002 - ----------------------------------------------------- Richard F. Haskayne /s/ ROBERT J. HERBOLD Director April 12, 2002 - ----------------------------------------------------- Robert J. Herbold /s/ MARTHA R. INGRAM Director April 12, 2002 - ----------------------------------------------------- Martha R. Ingram /s/ JOHN I. KIECKHEFER Director April 12, 2002 - ----------------------------------------------------- John I. Kieckhefer /s/ ARNOLD G. LANGBO Director April 12, 2002 - ----------------------------------------------------- Arnold G. Langbo /s/ RT. HON. DONALD F. MAZANKOWSKI Director April 12, 2002 - ----------------------------------------------------- Rt. Hon. Donald F. Mazankowski /s/ WILLIAM. D. RUCKELSHAUS Director April 12, 2002 - ----------------------------------------------------- William D. Ruckelshaus /s/ RICHARD. H. SINKFIELD Director April 12, 2002 - ----------------------------------------------------- Richard H. Sinkfield /s/ JAMES N. SULLIVAN Director April 12, 2002 - ----------------------------------------------------- James N. Sullivan /s/ CLAYTON K. YEUTTER Director April 12, 2002 - ----------------------------------------------------- Clayton K. Yeutter
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Indenture dated as of April 1, 1986 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 333-36753). 4.2 First Supplemental Indenture dated as of February 15, 1991 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 33-52982). 4.3 Second Supplemental Indenture dated as of February 1, 1993 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 33-59974). 4.4 Third Supplemental Indenture dated as of October 22, 2001 between Weyerhaeuser Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (incorporated by reference from the Registration Statement on Form S-3, Registration No. 333-72356). 4.5 Fourth Supplemental Indenture dated as of March 12, 2002 between Weyerhaeuser Company and JPMorgan Chase Bank (incorporated by reference from the Registration Statement on Form S-4, Registration No. 333-82376). 4.6 Form of old floating rate note due 2003 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.7 Form of floating rate exchange note due 2003 (included in Fourth Supplemental Indenture filed as Exhibit 4.5). 4.8 Form of old note due 2005 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.9 Form of exchange note due 2005 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.10 Form of old note due 2007 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.11 Form of exchange note due 2007 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.12 Form of old note due 2012 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.13 Form of exchange note due 2012 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.14 Form of old debenture due 2032 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.15 Form of exchange debenture due 2032 (included in Fourth Supplemental Indenture filed as Exhibit 4.5) 4.16 Registration Rights Agreement dated March 12, 2002 among Weyerhaeuser Company and the several initial purchasers parties thereto.(1) 4.17 Calculation Agent Agreement dated as of March 6, 2002 between Weyerhaeuser Company and JPMorgan Chase Bank.(1) 5.1 Opinion of Lorrie D. Scott, Esq., Senior Legal Counsel of Weyerhaeuser Company.(1) 12.1 Computation of Ratios of Earnings to Fixed Charges(1): (a) Weyerhaeuser Company and Subsidiaries -- Computation of Ratios of Earnings to Fixed Charges. (b) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method, but excluding the undistributed earnings of those subsidiaries -- Computation of Ratios of Earnings to Fixed Charges. (c) Weyerhaeuser Company and Subsidiaries -- Computation of Pro Forma Ratio of Earnings to Fixed Charges. (d) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. subsidiaries accounted for on the equity method, but excluding the undistributed earnings of those subsidiaries -- Computation of Pro Forma Ratio of Earnings to Fixed Charges. 23.1 Consent of Lorrie D. Scott, Esq. (contained in Exhibit 5.1 thereto).(1)
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 23.2 Consent of Arthur Andersen LLP, independent auditors.(1) 23.3 Consent of KPMG LLP, independent auditors.(1) 24.1 Power of Attorney.(1) 25.1 Statement of Eligibility on Form T-1 of JPMorgan Chase Bank, as Trustee.(1) 99.1 Form of Letter of Transmittal.(1) 99.2 Form of Notice of Guaranteed Delivery.(1) 99.3 Form of Exchange Agent Agreement.(1)
- --------------- (1) Filed herewith. EX-4.16 3 v80712ex4-16.txt EXHIBIT 4.16 EXHIBIT 4.16 ================================================================================ REGISTRATION RIGHTS AGREEMENT DATED MARCH 12, 2002 BETWEEN WEYERHAEUSER COMPANY AND MORGAN STANLEY & CO. INCORPORATED AND J.P. MORGAN SECURITIES INC. ================================================================================ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into March 12, 2002, between Weyerhaeuser Company, a Washington corporation (the "Company"), and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (the "Representatives"), as representatives of the several initial purchasers named in the Purchase Agreement (the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement dated March 6, 2002 between the Company and the Representatives (the "Purchase Agreement", which term includes the Purchase Agreement Standard Provisions (Debt) (March 6, 2002) incorporated by reference therein), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of the Company's Floating Rate Notes due 2003 (the "Tranche 1 Securities"), $1,000,000,000 aggregate principal amount of the Company's 5.50% Notes due 2005 (the "Tranche 2 Securities"), $1,000,000,000 aggregate principal amount of the Company's 6.125% Notes due 2007 (the "Tranche 3 Securities"), $1,750,000,000 aggregate principal amount of the Company's 6.75% Notes due 2012 (the "Tranche 4 Securities"), and $1,250,000,000 aggregate principal amount of the Company's 7.375% Debentures due 2032 (the "Tranche 5 Securities," and, together with the Tranche 1 Securities, Tranche 2 Securities, Tranche 3 Securities and Tranche 4 Securities, collectively, the "Securities"); the Tranche 1 Securities and the Tranche 1 Exchange Securities (as defined below), the Tranche 2 Securities and the Tranche 2 Exchange Securities (as defined below), the Tranche 3 Securities and the Tranche 3 Exchange Securities (as defined below), the Tranche 4 Securities and the Tranche 4 Exchange Securities (as defined below), and the Tranche 5 Securities and the Tranche 5 Exchange Securities (as defined below) are each part of a separate series (each, a "series") of debt securities to be issued by the Company under the Indenture referred to below. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Additional Interest" shall have the meaning assigned to it in Section 2(e). "Business Day" shall mean any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed. "Closing Date" shall mean the Closing Date as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble to this Agreement and shall also include the Company's successors. "Effectiveness Deadline" shall have the meaning set forth in Section 2(a) hereof. "Exchange Date" shall have the meaning set forth in Section 2(a) hereof. "Exchange Offer" shall mean, with respect to the Securities of any series, the exchange offer by the Company of Exchange Securities of such series for Registrable Securities of such series pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "Exchange Securities" shall mean the Tranche 1 Exchange Securities, the Tranche 2 Exchange Securities, the Tranche 3 Exchange Securities, the Tranche 4 Exchange Securities and the Tranche 5 Exchange Securities. "Expiration Date" means, with respect to any Exchange Offer, the date on which such Exchange Offer (as the same may be extended from time to time) terminates. "Holder" shall mean the Initial Purchasers for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers. "Indenture" shall mean the Indenture relating to the Securities dated as of April 1, 1986, as amended and supplemented by the First Supplemental Indenture dated as of February 15, 1991, the Second Supplemental Indenture dated as of February 1, 1993, the Third Supplemental Indenture dated as of October 22, 2001, and the Fourth Supplement Indenture to be dated as of March 12, 2002, each between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as trustee, and as the same may be further amended or supplemented from time to time in accordance with the terms thereof. "Initial Purchasers" shall have the meaning set forth in the preamble to this Agreement. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable 3 Securities held by the Company or any of its "affiliates" (as such term is defined in Rule 144 under the 1933 Act) (other than the Initial Purchasers, it being understood and agreed that none of the Initial Purchasers nor any of their respective subsidiaries, parents or affiliates shall be deemed affiliates of the Company for purposes of this definition, and other than subsequent holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. In cases where this Agreement shall permit or require any action or determination to be made by, for example, a majority in principal amount of Registrable Securities being sold or included in a Shelf Registration or offering or affected by an amendment, the procedures specified in the proviso to the foregoing sentence shall be applied. "Participating Broker-Dealer" shall have the meaning specified in Section 4(a) of this Agreement. "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization or other entity, or a government or agency or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated or deemed to be incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement. "Registrable Securities" shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security (i) when a Registration Statement with respect to such Security shall have been declared effective under the 1933 Act and such Security shall have been disposed of pursuant to such Registration Statement, (ii) when such Security has been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Security has ceased to be outstanding. "Registration Expenses" shall mean all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture 4 under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of any Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Representatives or, if the Representatives elect not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and of any other Person or business whose financial statements are included or incorporated or deemed to be incorporated by reference in a Registration Statement, including the expenses of any special audits or "cold comfort" or similar letters required by or incident to such performance and compliance. Notwithstanding the foregoing, Holders shall be responsible for fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clauses (ii) and (vii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "Representatives" shall have the meaning set forth in the preamble to this Agreement. "SEC" shall mean the Securities and Exchange Commission. "Securities" shall have the meaning set forth in the preamble to this Agreement. "series" shall have the meaning set forth in the preamble to this Agreement. "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities or, in the event that the Company shall file two or more Shelf Registration Statements under the circumstances contemplated by Section 2(g), all of the Registrable Securities of each series being registered pursuant to such Registration Statement (but in each case no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein. "TIA" shall have the meaning specified in Section 3(l) of this Agreement. "Tranche 1 Securities," "Tranche 2 Securities," "Tranche 3 Securities," "Tranche 4 Securities" and "Tranche 5 Securities" shall have the respective meanings set forth in the preamble to this Agreement. 5 "Tranche 1 Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical in all material respects to the Tranche 1 Securities (except that the Tranche 1 Exchange Securities will not contain restrictions on transfer or bear a restrictive legend, will not be entitled to receive Additional Interest and will not be entitled to registration rights under this Agreement (except as provided in Section 4 hereof)) and to be offered to Holders of Tranche 1 Securities in exchange for Tranche 1 Securities pursuant to an Exchange Offer. "Tranche 2 Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical in all material respects to the Tranche 2 Securities (except that the Tranche 2 Exchange Securities will not contain restrictions on transfer or bear a restrictive legend, will not be entitled to receive Additional Interest and will not be entitled to registration rights under this Agreement (except as provided in Section 4 hereof)) and to be offered to Holders of Tranche 2 Securities in exchange for Tranche 2 Securities pursuant to an Exchange Offer. "Tranche 3 Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical in all material respects to the Tranche 3 Securities (except that the Tranche 3 Exchange Securities will not contain restrictions on transfer or bear a restrictive legend, will not be entitled to receive Additional Interest and will not be entitled to registration rights under this Agreement (except as provided in Section 4 hereof)) and to be offered to Holders of Tranche 3 Securities in exchange for Tranche 3 Securities pursuant to an Exchange Offer. "Tranche 4 Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical in all material respects to the Tranche 4 Securities (except that the Tranche 4 Exchange Securities will not contain restrictions on transfer or bear a restrictive legend, will not be entitled to receive Additional Interest and will not be entitled to registration rights under this Agreement (except as provided in Section 4 hereof)) and to be offered to Holders of Tranche 4 Securities in exchange for Tranche 4 Securities pursuant to an Exchange Offer. "Tranche 5 Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical in all material respects to the Tranche 5 Securities (except that the Tranche 5 Exchange Securities will not contain restrictions on transfer or bear a restrictive legend, will not be entitled to receive Additional Interest and will not be entitled to registration rights under this Agreement (except as provided in Section 4 hereof)) and to be offered to Holders of Tranche 5 Securities in exchange for Tranche 5 Securities pursuant to an Exchange Offer. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "Underwriter" shall have the meaning set forth in the last paragraph of Section 3 of this Agreement. 6 "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter or Underwriters for reoffering to the public. "Voluntary Suspension Notice" shall have the meaning set forth in Section 2(b) hereof. 2. Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) use its reasonable best efforts to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act covering the Registrable Securities of each series with respect to a proposed Exchange Offer for each series of Registrable Securities covered thereby and the issuance and delivery to the Holders, in exchange for Registrable Securities of each series covered thereby, of a like principal amount of Exchange Securities of such series, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days of the Closing Date (the "Effectiveness Deadline"), (C) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective until the closing of the Exchange Offer with respect to the Registrable Securities of all series covered by such Exchange Offer Registration Statement and (D) use its reasonable best efforts to cause an Exchange Offer for the Registrable Securities of each series covered by such Exchange Offer Registration Statement to be consummated as promptly as practicable, but in any event not later than the date that is 30 Business Days after the Effectiveness Deadline. The Company shall commence an Exchange Offer with respect to the Registrable Securities of any series by mailing the related exchange offer Prospectus and accompanying documents to each Holder of the Registrable Securities of such series stating, in addition to such other disclosures as are required by applicable law: (i) that such Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities of such series validly tendered and not withdrawn will be accepted for exchange; (ii) the Expiration Date of such Exchange Offer (which shall be at least 20 Business Days from the date such notice is mailed) (each day from and including the date of such mailing through and including such Expiration Date being hereinafter called an "Exchange Date"); (iii) that any Registrable Security of such series not tendered will remain outstanding and continue to accrue interest, but will not thereafter be entitled to receive any Additional Interest or be entitled to any registration rights under this Agreement; (iv) that Holders electing to have a Registrable Security of such series exchanged pursuant to such Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents prior to the time the 7 Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the Expiration Date; and (v) that Holders will be entitled to withdraw their election, not later than the time such Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the Expiration Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents a facsimile transmission or letter setting forth the name of such Holder, the series and principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged; provided that, if the only Holder of the Registrable Securities of such series is the Depositary (as defined in Section 6(c)) or its nominee, then the Exchange Offer in respect of the Registrable Securities of that series may be commenced by giving notice (which may be electronic) and providing such other information to the Depositary or its nominee as may be customary in accordance with the Depositary's procedures. As soon as reasonably practicable after the Expiration Date with respect to the Exchange Offer for the Registrable Securities of any series, the Company shall: (i) accept for exchange all Registrable Securities of such series or portions thereof validly tendered and not withdrawn pursuant to such Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail or otherwise deliver to each Holder, an Exchange Security of such series equal in principal amount to the principal amount of the Registrable Securities of such series surrendered by such Holder. The Company shall use its reasonable best efforts to complete an Exchange Offer with respect to each series of Registrable Securities as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with such Exchange Offer. None of the Exchange Offers shall be subject to any conditions, other than that such Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall, at the request of the Representatives, inform the Representatives of the names and addresses of the Holders to whom each Exchange Offer is made, and the Representatives shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in such Exchange Offer. Each Holder participating in an Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such 8 Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company, (iv) such Holder is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the 1933 Act, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, and (vi) if such Holder is a broker-dealer, it did not purchase the Securities being tendered in the Exchange Offer directly from the Company for resale pursuant to Rule 144A under the 1933 Act or any other available exemption from registration under the 1933 Act. (b) In the event that (i) the Company determines that an Exchange Offer Registration provided for in Section 2(a) above is not available with respect to the Securities of any series or that an Exchange Offer with respect to the Securities of any series may not be consummated as soon as practicable after the Expiration Date for such Exchange Offer because it would violate applicable law or applicable interpretations of the Staff of the SEC, (ii) an Exchange Offer is for any other reason not consummated with respect to the Securities of any series within 30 Business Days following the Effectiveness Deadline, or (iii) an Exchange Offer has been completed with respect to the Securities of any series and the Representatives have determined, based upon the opinion of legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities of such series, the Company shall use its reasonable best efforts to cause to be filed as soon as reasonably practicable after such determination date or date that notice of such determination by the Representatives is given to the Company, as the case may be, a Shelf Registration Statement covering the Registrable Securities of such series providing for the sale by the Holders of all of the Registrable Securities of such series and to use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as reasonably practicable. In the event the Company is required to file a Shelf Registration Statement with respect to the Registrable Securities of any series solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities of such series and a Shelf Registration Statement (which may be a combined Registration Statement with such Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities of such series held by the Initial Purchasers after completion of such Exchange Offer. The Company agrees to use its reasonable best efforts to keep each Shelf Registration Statement continuously effective and to keep the related Prospectus current until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities covered by such Shelf Registration Statement or such shorter period that will terminate when all of the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or shall have been sold to the public pursuant to Rule 144(k) (or similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding; provided, however, that if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that would require disclosure in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the 9 Company and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus would be impracticable, the Company shall give the Holders of the Registrable Securities covered by such Shelf Registration Statement notice (a "voluntary suspension notice") to suspend use of the Prospectus relating to such Shelf Registration Statement, and such Holders hereby agree to suspend use of such Prospectus until the Company has amended or supplemented such Prospectus or has notified such Holders that use of the then current Prospectus may be resumed as provided in the penultimate paragraph of Section 3. In the case of any Voluntary Suspension Notice, the Company shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential and, while such Voluntary Suspension Notice is in effect, the Company shall not be required to amend or supplement such Shelf Registration Statement, the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus to reflect such possible acquisition or business combination or other transaction, business development or event, but shall use its reasonable best efforts to maintain the effectiveness of such Shelf Registration Statement. Upon the abandonment, consummation, termination or public announcement or other public disclosure of the possible acquisition or business combination or other transaction, or if the applicable business development or event shall cease to exist or shall be publicly disclosed, then the Company shall promptly comply with this Section 2(b) and Sections 3(b), 3(e)(iv) (if applicable), 3(i) (if applicable) and the penultimate paragraph in Section 3 hereof and notify the Holders of the Registrable Securities covered by such Shelf Registration Statement that disposition of such Registrable Securities may resume; provided that, if Section 3(i) shall require an amendment or supplement to such Shelf Registration Statement or the related Prospectus, then such resumption shall not occur until the Company shall have delivered copies of the supplemented or amended Prospectus contemplated by Section 3(i) to the applicable Holders. Anything herein to the contrary notwithstanding, the right of the Company to suspend use of a Prospectus pursuant to this paragraph shall be subject to the limitation set forth in the last sentence of the penultimate paragraph of Section 3. The Company further agrees to supplement or amend each Shelf Registration Statement and/or the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder whose Registrable Securities are registered pursuant to such Shelf Registration Statement with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the related Prospectus to become usable as soon as thereafter reasonably practicable, subject to the right of the Company, on the terms and subject to the conditions described elsewhere in this Section 2(b), to suspend its obligation to amend or supplement such Shelf Registration Statement and/or the related Prospectus by giving a Voluntary Suspension Notice. The Company agrees to furnish to the Holders of Registrable Securities covered by any Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. 10 (c) The Company shall pay all Registration Expenses in connection with each registration pursuant to Section 2(a) and Section 2(b) including, but not limited to, the fees and expenses of one counsel to be selected by the Representatives or, if the Representatives elect not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities covered by such Registration Statement may legally resume. (e) Additional cash interest (the "additional interest") shall be payable by the Company in respect of the Securities of each series as follows: (i) If an Exchange Offer Registration Statement with respect to the Securities of such series or Shelf Registration Statement with respect to the Securities of such series is not filed within 120 days after the Closing Date, then commencing on and including the 121st day after the Closing Date, in addition to the interest otherwise payable on the Securities of such series, Additional Interest will accrue and be payable on the Securities of such series at the rate of 0.25% per annum; and (ii) If an Exchange Offer Registration Statement with respect to the Securities of such series or a Shelf Registration Statement with respect to the Securities of such series is not declared effective within 180 days following the Closing Date, then commencing on and including the 181st day after the Closing Date, in addition to the interest otherwise payable on the Securities of such series, Additional Interest will accrue and be payable on the Securities of such series at the rate of 0.25% per annum; and (iii) If either (A) the Company has not exchanged Exchange Securities of such series for all Securities of such series validly tendered and not withdrawn in accordance with the terms of the Exchange Offer for the Securities of such series on or prior to the date that is 30 Business Days after the Effectiveness Deadline, or (B) if applicable, a Shelf Registration Statement with respect to the Securities of such series has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k) or, if earlier, such time as all of the Registrable Securities of such series covered by such Shelf Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding, then, in addition to the interest otherwise payable on the Securities of such series, Additional Interest will accrue and be payable on the Securities of such series at the rate of 0.25% per annum 11 from and including (x) the day (whether or not a Business Day) immediately succeeding the 30th Business Day after the Effectiveness Deadline, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above; provided, however, that the Additional Interest rate on the Securities of such series shall in no event exceed 0.25% per annum; and provided, further, that Additional Interest payable on the Securities of such series as a result of any of the events or circumstances specified in clause (i), (ii) or (iii) above shall cease to accrue (1) upon the filing of an Exchange Offer Registration Statement with respect to the Securities of such series or a Shelf Registration Statement with respect to the Securities of such series (in the case of (i) above), (2) upon the effectiveness of an Exchange Offer Registration Statement with respect to the Securities of such series or a Shelf Registration Statement with respect to the Securities of such series (in the case of (ii) above), or (3) upon the exchange of Exchange Securities of such series for all Registrable Securities of such series validly tendered and not withdrawn in the Exchange Offer for the Securities of such series or upon the effectiveness of a Shelf Registration Statement with respect to the Securities of such series that had ceased to remain effective prior to the expiration of the holding period referred to in Rule 144(k) or, if earlier, such time as all of the Registrable Securities of such series covered by such Shelf Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding (in the case of (iii) above). Any amount of Additional Interest due on the Securities of any series pursuant to clause (i), (ii) or (iii) of the preceding paragraph will be payable in cash and will be payable on the same dates on which interest is otherwise payable on the Securities of such series and to the same Persons who are entitled to receive those payments of interest on the Securities of such series. The amount of Additional Interest payable for any period on the Securities of any series will be determined by multiplying the Additional Interest rate, which will be 0.25% per annum, by the principal amount of the Securities of such series and then multiplying the product by a fraction, the numerator of which is the number of days that the Additional Interest rate was applicable to the Securities of such series during such period (determined, in the case of the Tranche 1 Securities, on the basis of the actual number of days in the applicable period and, in the case of the Securities of any other series, on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360. All percentages and dollar amounts resulting from any such calculation of Additional Interest on the Tranche 1 Securities will be rounded in accordance with the same principles that, under the terms of the Tranche 1 Securities, are applied to the calculation of interest on the Transche 1 Securities. (f) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof, provided that, without limiting the ability of any Initial Purchaser or any Holder to specifically enforce such 12 obligations, in the case of any terms of this Agreement for which Additional Interest pursuant to 2(e) is expressly provided as a remedy for a violation of such terms, such Additional Interest shall be the sole monetary damages for such a violation. (g) The Company agrees that it will use its reasonable best efforts to file a single Exchange Offer Registration Statement covering all of the Registrable Securities of all series; provided, however, that if (1) the Company is unable to file a single Exchange Offer Registration Statement covering the Registrable Securities of all series after exercising its reasonable best efforts or (2) the Company determines, in the exercise of its reasonable discretion, that, because of events or circumstances relating to any series of Registrable Securities , the inclusion of such series of Registrable Securities in the same Exchange Offer Registration Statement as the other series of Registrable Securities would unduly delay the filing or effectiveness of such Exchange Offer Registration Statement or the consummation of the Exchange Offers with respect to such other series of Registrable Securities, the Company may, subject to Section 2(b), file multiple Exchange Offer Registration Statements, each covering one or more series of Registrable Securities (provided that, if the Company shall file two or more Exchange Offer Registration Statements in respect of the Registrable Securities, it will use its reasonable best efforts to cause all such Exchange Offer Registration Statements, or, in the case of clause (2) above, the Exchange Offer Registration Statements in respect of such other series of Registrable Securities, to be declared effective by the SEC on the same date and to cause the Exchange Offers in respect of all series of Registrable Securities or, in the case of clause (2) above, the Exchange Offers in respect of such other series of Registrable Securities, to be commenced on the same date). In the event that the Company is required to file a Shelf Registration Statement pursuant to Section 2(b) with respect to two or more series of Registrable Securities, the Company shall use its reasonable best efforts to file a single Shelf Registration Statement covering all of the Registrable Securities of all such series; provided, however, that if (x) the Company is unable to file a single Shelf Registration Statement covering the Registrable Securities of all such series after exercising its reasonable best efforts or (y) the Company determines, in the exercise of its reasonable discretion, that, because of events or circumstances relating to any such series of Registrable Securities, the inclusion of such series of Registrable Securities in the same Shelf Registration Statement as the other such series (the "OTHER Series") of Registrable Securities would unduly delay the filing or effectiveness of such Shelf Registration Statement, the Company may file multiple Shelf Registration Statements, each covering one or more such series of Registrable Securities (provided that, if the Company shall file two or more Shelf Registration Statements in respect of such Registrable Securities, it will use its reasonable best efforts to cause all such Shelf Registration Statements, or, in the case of clause (y) above, the Shelf Registration Statements covering the Other Series of Registrable Securities, to be declared effective by the SEC on the same date). 3. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as reasonably practicable: (a) prepare and file with the SEC a Registration Statement covering the Registrable Securities of all series (or, if permitted pursuant to Section 2(g), one or more Registration 13 Statements each covering the Registrable Securities of one or more series) on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities covered thereby by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference therein all financial statements required by the SEC to be included or incorporated by reference therein, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep each such Registration Statement effective for the applicable period and, subject to the Company's rights to suspend the use of the Prospectus relating to any Shelf Registration Statement pursuant to Section 2(b) of this Agreement on the terms and subject to the conditions set forth in such Section 2(b), cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act if required by such Rule and to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities covered by such Prospectus; (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities covered by the Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities covered by such Registration Statement, if any, without charge, as many copies of each related Prospectus, including each related preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder, counsel or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities covered by such Registration Statement and any such Underwriter in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; (d) use its reasonable best efforts to register or qualify the Registrable Securities of each series covered by a Registration Statement under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities of such series shall reasonably request in writing by the time such Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; 14 (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities covered by each Shelf Registration Statement, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when such Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to such Registration Statement or the related Prospectus or for additional information after such Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iv) of the happening of any event during the period such Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or as a result of which such Shelf Registration Statement or the related Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading (but subject to the right of the Company, under the circumstances set forth in Section 2(b) of this Agreement, not to disclose the nature of such event) and (v) of any determination by the Company that a post-effective amendment to such Registration Statement would be appropriate; (f) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably possible and provide notice as promptly as practicable to each Holder of Securities covered by such Registration Statement of the withdrawal of any such order; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities which are covered by each Shelf Registration Statement, without charge, one conformed copy of such Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities which are covered by each Shelf Registration Statement, to facilitate the timely preparation and delivery of certificates representing such Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as such selling Holders may reasonably request at least one business day prior to the closing of any sale of such Registrable Securities; (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(iv) hereof but subject to the Company's right to suspend the use of the related Prospectus pursuant to Section 2(b) on the terms and subject to the conditions set forth in such Section 2(b), use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to each applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities covered by such Registration Statement, such Prospectus will not contain any untrue statement of a material fact or omit to 15 state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders of Securities covered by such Registration Statement to suspend use of such Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of such Prospectus until the Company has amended or supplemented such Prospectus to correct such misstatement or omission; (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Representatives and their counsel (and, in the case of a Shelf Registration Statement, the Holders of the Securities covered by such Registration Statement and their counsel), and the Company shall not at any time file or make any amendment to any Registration Statement, any Prospectus or any amendment of or supplement to any Registration Statement or any Prospectus of which the Representatives and counsel to the Initial Purchasers (and, in the case of a Shelf Registration Statement, the Holders of the Securities covered by such Registration Statement and their counsel) shall not have previously been advised and furnished a copy or to which the Representatives or counsel to the Initial Purchasers (and, in the case of a Shelf Registration Statement, the Holders of the Securities covered by each such Registration Statement or their counsel) shall reasonably object; (k) obtain a CUSIP number for the Exchange Securities of each series or Registrable Securities of each series, as the case may be, not later than the effective date of the Registration Statement covering the Securities of such series; (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, of each series, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities covered by each Shelf Registration Statement, any Initial Purchaser participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by such Holders and reasonably acceptable to the Company and in a manner that is reasonable and customary for shelf offerings by companies regularly filing reports under the 1934 Act, all material financial and other pertinent records and documents of the Company, cause the appropriate officers of the Company to make themselves reasonably available for "due diligence" conferences of the nature customary in connection with shelf offerings by companies regularly filing reports under the 1934 Act, and cause the officers, directors and employees of the Company to supply all material information reasonably requested by any such representative of such Holders, Initial Purchaser, attorney or accountant in connection with such Shelf Registration Statement; 16 (n) use its reasonable best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, of each series to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act); (o) if reasonably requested by any Holder of Registrable Securities covered by any Registration Statement, (i) promptly incorporate in the related Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such filing; and (p) in the case of any Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in aggregate principal amount of the Registrable Securities covered by any Shelf Registration Statement) in order to expedite or facilitate the disposition of the Registrable Securities pursuant to such Shelf Registration Statement, including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to such Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, such Registration Statement, the related Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of such Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any Person or business acquired by the Company for which financial statements and financial data are or are required to be included or incorporated by reference in such Registration Statement or the related Prospectus or in the documents incorporated or deemed to be incorporated therein) addressed to each selling Holder and Underwriter of such Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities covered by such Shelf Registration Statement or the Underwriters, and which are customarily delivered in underwritten offerings to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the related underwriting agreement. In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities that wishes to include such Registrable Securities in such Shelf Registration Statement to furnish to the Company such information regarding such Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from such Shelf Registration Statement the Securities of any Holders that refuse to comply with such request. 17 In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered by such Registration Statement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(iv) hereof or upon receipt of any Voluntary Suspension Notice pursuant to Section 2(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities pursuant to such Shelf Registration Statement until either (x) such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or (y) solely in the case of a Voluntary Suspension Notice, the Company shall have notified such Holder that disposition of such Registrable Securities may be resumed using the then current Prospectus, and, if so directed by the Company in the case of clause (x), such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to any Registration Statement, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of the Registrable Securities covered by such Registration Statement shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or the Holders shall have received notice that disposition of such Registrable Securities may be resumed using the then current Prospectus, as the case may be. Anything herein to the contrary notwithstanding, the Company will not be entitled to require Holders of the Registrable Securities covered by a Shelf Registration Statement to discontinue the sale or other disposition of such Registrable Securities pursuant to such Shelf Registration Statement or to suspend the use of the related Prospectus for more than 120 days (whether or not consecutive) in any period of 12 consecutive months. The Holders of Registrable Securities of any series covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering of the Registrable Securities of any one or more series covered by a Shelf Registration Statement, the investment banker or investment bankers and manager or managers (the "UNDERWRITERS") that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Registrable Securities of such series covered by such Shelf Registration Statement. 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities in an Exchange Offer in exchange for Securities that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities (a "participating broker-dealer") may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in an Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the 18 Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities covered by such Exchange Offer Registration Statement for their own accounts, so long as such Prospectus otherwise meets the requirements of the 1933 Act. (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to each Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be reasonably requested by the Representatives or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Company shall not be required to amend or supplement the Prospectus contained in any Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for resales of the Registrable Securities of any series covered by such Exchange Offer Registration Statement for a period exceeding 180 days following the Expiration Date of the Exchange Offer for the Registrable Securities of such series (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and, for a period of 180 days following the Expiration Date of the Exchange Offer for the Registrable Securities of such series (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement), Participating Broker-Dealers shall be entitled to use and deliver such Prospectus in connection with resales of Registrable Securities of such series as contemplated by this Section 4; provided that Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales of Registrable Securities; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Representatives or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Representatives and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to all Exchange Offer Registrations, the Company shall be obligated (x) to deal only with one of two entities representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated or J.P. Morgan Securities Inc. unless either entity elects not to act as such representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" or similar letter relating to the Company (plus only one, if any, "cold comfort" or similar letter with respect to any other Person or businesses whose financial statements are included or incorporated or deemed to be incorporated by 19 reference in the applicable Exchange Offer Registration Statement) with respect to each Prospectus covering any series of Securities as to which there are Participating Broker-Dealers in the form existing on the Expiration Date of the Exchange Offer for such series (provided that if such Prospectus covers the Securities of more than one series, then only one such letter need be delivered in respect of all such series and such letter may be dated as of the earliest Expiration Date of the Exchange Offers for such series) and with respect to each subsequent amendment or supplement, if any, to such Prospectus effected during the period specified in clause (i) above. (c) The Representatives shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to Section 4(b) above. 5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation but subject to Section 5(c) below, any legal or other expenses reasonably incurred by any Initial Purchaser, any Holder or any such controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which any Exchange Securities or any Registrable Securities were registered under the 1933 Act, including all documents incorporated or deemed to be incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Initial Purchasers or any Holder furnished to the Company in writing through Morgan Stanley & Co. Incorporated or any selling Holder, respectively, expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary Prospectus relating to a Shelf Registration Statement shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the Person asserting any such losses, claims, damages or liabilities purchased Securities covered by such Shelf Registration Statement, or any person controlling such Holder or Participating Broker-Dealer, if a copy of the final Prospectus relating to such Shelf Registration Statement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or Participating Broker-Dealer, as the case may be, to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such Securities to such Person, and if such final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 2(b), 3(e) or 3(i) or the penultimate 20 paragraph of Section 3 hereof, or unless such defect shall have been cured by a document incorporated or deemed to be incorporated by reference in such Prospectus. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls any such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, and each of their respective directors, each of the officers of the Company who sign the Registration Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the "INDEMNIFIED PARTY") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to one firm acting as local counsel) for the Initial Purchasers and all Persons, if any, who control any Initial Purchasers within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition to one firm acting as local counsel) for the Company, its directors, its officers who sign the Registration Statement and each Person, if any, who controls the Company within the meaning of either such Section and (c) the fees and expenses of more than one separate firm (in addition to one firm acting as local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm 21 shall be designated by the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party or Parties on the one hand and of the Indemnified Party or Parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Holder shall be obligated to contribute in respect of any losses, claims, damages or liabilities caused by any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in any Registration Statement (or any amendment thereto) or the related Prospectus (as amended or supplemented, if applicable) unless Registrable Securities owned by such Holder were registered pursuant to such Registration Statement. The Holders' respective obligations to contribute pursuant to this Section 5(d) in respect of any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in any Registration Statement (or any amendment thereto) or the related Prospectus (as amended or supplemented, if applicable) are several in proportion to the respective principal amount of Registrable Securities of such Holders that were registered pursuant to such Registration Statement. (e) The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the 22 meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any of the Initial Purchasers or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 6. Miscellaneous. (a) No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities of any series in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Michael Fusco and J.P. Morgan Securities, Inc., 270 Park Avenue, New York, New York 10017, Attention: Maria Sramek; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). Notwithstanding the foregoing provisions of this paragraph, any notices given to The Depository Trust Company (the "Depositary," which term includes any successor in such capacity) or its nominee, as Holder of any Securities, may be given in accordance with the Depositary's customary procedures as in effect from time to time. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the 23 mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; on the next business day if timely delivered to an air courier guaranteeing overnight delivery; and, in the case of any notices or communications that are delivered to the Depositary or its nominee electronically, upon receipt. Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities of any series in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities of any series, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Representatives and the Initial Purchasers (in their respective capacities as Representatives and Initial Purchasers) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) Purchases and Sales of Securities. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities. (f) Third Party Beneficiary. The Holders and the Initial Purchasers shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Representatives, on the other hand, and each of them shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders or Initial Purchasers, respectively hereunder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, then, to the maximum extent permitted by law, the validity, legality and enforceability of any such 24 provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. [SIGNATURE PAGE FOLLOWS] 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. WEYERHAEUSER COMPANY By: ---------------------------------------------- Name: Jeffrey W. Nitta Title: Vice President and Treasurer Confirmed and accepted as of the date first above written: MORGAN STANLEY & CO. INCORPORATED J.P. MORGAN SECURITIES INC. Acting severally on behalf of themselves and the several Initial Purchasers named in the Purchase Agreement. MORGAN STANLEY & CO. INCORPORATED By: ---------------------------------------- Name: Title: J.P. MORGAN SECURITIES INC. By: ---------------------------------------- Name: Title: 26 EX-4.17 4 v80712ex4-17.txt EXHIBIT 4.17 Exhibit 4.17 CALCULATION AGENT AGREEMENT THIS CALCULATION AGENT AGREEMENT dated as of March 6, 2002 between Weyerhaeuser Company, a Washington corporation (hereinafter called the "Issuer"), and JPMorgan Chase Bank, a New York banking corporation (hereinafter sometimes called the "Calculation Agent" which term shall, unless the context shall otherwise require, include its successors and assigns), having its principal corporate trust office at 450 West 33rd Street, New York, New York 10001. Recitals of the Issuer The Issuer proposes to issue from time to time debt securities ("Securities") under an Indenture dated as of April 1, 1986, as amended and supplemented by the First Supplemental Indenture dated as of February 15, 1991, the Second Supplemental Indenture dated as of February 1, 1993, the Third Supplemental Indenture dated as of October 22, 2001, and the Fourth Supplemental Indenture to be dated as of March 12, 2002 (as so amended and supplemented and as the same may be further amended or supplemented from time to time, the "Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee. Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Indenture. Certain of the Securities may bear interest at one or more floating rates determined by reference to an interest rate formula (the "Floating Rate Securities") and the Issuer desires to engage the Calculation Agent to perform certain services in connection therewith, including in connection with a series of Floating Rate Securities designated as its "Floating Rate Notes due 2003" (the "Floating Rate Notes due 2003") that the Issuer proposes to issue. NOW IT IS HEREBY AGREED THAT: 1. The Issuer hereby appoints JPMorgan Chase Bank as Calculation Agent for the Floating Rate Securities, upon the terms and subject to the conditions herein mentioned, subject to the Issuer's right to designate a different party as Calculation Agent for all or any series of Floating Rate Securities, and JPMorgan Chase Bank hereby accepts such appointment. This appointment shall apply only to the Floating Rate Notes due 2003 and to any other series of Floating Rate Securities for which no other Calculation Agent is designated in the applicable prospectus, prospectus supplement, offering memorandum or other similar offering document relating to the Floating Rate Securities of such series and the term "Floating Rate Securities" in this Agreement shall mean only the Floating Rate Notes due 2003 and any other series of Floating Rate Securities as to which this appointment applies. Subject to the foregoing, the Calculation Agent shall act as an agent of the Issuer for the purpose of determining the interest rate or rates on the Floating Rate Securities. 2. The Issuer agrees to deliver to the Calculation Agent, prior to the earlier of (a) the date of original issuance of the Floating Rate Securities of any series and (b) the first Interest Determination Date (as hereinafter defined) with respect to the Floating Rate Securities of such series, copies of the proposed form or forms, as the case may be, of the Securities of such series, including copies of the terms and conditions relating to the determination of the interest rate thereunder. As used in this Agreement, the term "Interest Determination Date" shall mean, with respect to the Floating Rate Securities of any series, any date as of which the interest rate on the Floating Rate Securities is to be determined in accordance with the terms of such Floating Rate Securities and the Indenture. The Issuer shall not issue any Floating Rate Security prior to the receipt of confirmation from the Calculation Agent of its acceptance of the proposed form of such Security. The Calculation Agent hereby acknowledges that it has received copies of the proposed form of the Floating Rate Notes due 2003 and accepts such proposed form. The Calculation Agent agrees that it will calculate the interest rate on the Floating Rate Notes due 2003 on each Interest Determination Date for such notes. 3. The Issuer shall notify the Calculation Agent of the original issuance of the Floating Rate Securities of any series prior to the date of original issuance thereof and, at the time of such original issuance or, if earlier, prior to the first Interest Determination Date with respect to the Floating Rate Securities of such series, shall deliver to the Calculation Agent the information required to be provided by the Issuer for the calculation of the applicable interest rate or rates thereunder. The Calculation Agent acknowledges that the Issuer has notified the Calculation Agent of the issuance of the Floating Rate Notes due 2003 and has delivered to the Calculation Agent the information required by the preceding sentence. The Calculation Agent shall calculate the applicable interest rates for Floating Rate Securities of each series in accordance with the terms of such Securities, the Indenture and the provisions of this Agreement and, without limitation to the foregoing, the Calculation Agent shall calculate such interest rate on the respective "calculation dates" or other similar dates, if any, specified by the terms of such Securities and the Indenture. 4. Upon the determination of an interest rate applicable to a Floating Rate Security, the Calculation Agent shall promptly notify the Issuer, the Trustee and any paying agent of such interest rate. Upon the request of the Holder of a Floating Rate Security, the Calculation Agent shall advise such Holder of the interest rate then in effect and, if then determined, the interest rate that will become effective as of the next succeeding date on which the interest rate on such Floating Rate Note is to be reset. The provisions of the immediately preceding sentence shall inure to the benefit of the Holders of the Floating Rate Securities from time to time, as third party beneficiaries, and may be enforced by such Holders. 5. The Issuer will pay such compensation as shall be agreed upon with the Calculation Agent and the out-of-pocket expenses, including reasonable counsel fees, incurred by the Calculation Agent in connection with its duties hereunder, upon receipt of such invoices as the Issuer shall reasonably require. 6. Notwithstanding any satisfaction or discharge of the Securities or the Indenture, the Issuer will indemnify the Calculation Agent against any losses, liabilities, costs, claims, actions or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable costs, including the reasonable expenses and fees of counsel in defending any claim, action or demand, except such as may result from the 2 gross negligence, willful misconduct or bad faith of the Calculation Agent or any of its employees or agents. The Calculation Agent shall give the Issuer prompt notice of any such claim, action or demand known to it, but failure to do so shall not affect the indemnity provided hereby. Except as provided in the preceding sentence, the Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Issuer for, or in respect of, any actions taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the written opinion or advice of counsel or (ii) written instructions from an officer of the Issuer. 7. The Calculation Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees: (i) in acting under this Agreement and in connection with the Floating Rate Securities, the Calculation Agent, acting as agent for the Issuer, does not assume any obligation toward, or any relationship of agency or trust for or with, any of the Holders of such Floating Rate Securities, except as set forth in the last sentence of Section 4 above; (ii) unless herein otherwise specifically provided, any order, certificate, notice, request or communication from the Issuer made or given under any provisions of this Agreement shall be sufficient if signed by any person whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Issuer; (iii) the Calculation Agent shall be obligated to perform only such duties as are set forth specifically herein, in the Floating Rate Securities or in the Indenture and any duties necessarily incidental thereto; (iv) the Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon any provision contained in a Floating Rate Security, the Indenture or any information supplied to it by an officer of the Issuer pursuant to this Agreement, including the information to be supplied pursuant to paragraph 3 above; (v) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; (vi) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its or its employees' or agents' gross negligence, willful misconduct or bad faith; and (vii) in no event shall the Calculation Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 3 8. (a) The Issuer agrees to notify the Calculation Agent at least three Business Days prior to the earlier of (i) the original issuance of Floating Rate Securities of any series with an interest rate to be determined by any formula that would require the Calculation Agent to select banks or other financial institutions (the "Reference Banks") for purposes of quoting rates and (ii) the first Interest Determination Date therefor. Immediately prior to seeking such quotes from such Reference Banks, the Calculation Agent will notify the Issuer and the Trustee of the names and addresses of such Reference Banks. The Calculation Agent shall not be responsible to the Issuer or any third party for any failure of the Reference Banks to fulfill their duties or meet their obligations as Reference Banks or as a result of the Calculation Agent having acted (except in the event of gross negligence, wilful misconduct or bad faith) on any quotation or other information given by any Reference Bank which subsequently may be found to be incorrect. (b) Except as provided below, the Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such notice shall be given not less than 60 days prior to the said effective date unless the Issuer agrees in writing. The Calculation Agent may be removed by the filing with it and the Trustee of an instrument in writing signed by the Issuer specifying such removal and the date when it shall become effective. Any resignation or removal of the Calculation Agent shall take effect only upon: (i) the appointment by the Issuer as hereinafter provided of a successor Calculation Agent; and (ii) the acceptance of such appointment by such successor Calculation Agent; provided, however, that in the event the Calculation Agent has given not less than 60 days' prior notice of its desired resignation, and during such 60 days there has not been acceptance by a successor Calculation Agent of its appointment as successor Calculation Agent, the Calculation Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. The Issuer covenants that it shall appoint a successor Calculation Agent as soon as practicable after receipt of any notice of resignation hereunder. Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of all compensation and the reimbursement of its expenses (including reasonable counsel fees) incurred by such retiring Calculation Agent, in accordance with paragraph 5 hereof, to the date such resignation or removal becomes effective. (c) If at any time the Calculation Agent shall resign or be removed, or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated or dissolved, or an order is made or an effective resolution is passed to wind up the Calculation Agent, or if the Calculation Agent shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they 4 mature, or if a receiver, administrator or other similar official of the Calculation Agent or of all or any substantial part of its property shall be appointed, or if any order of any court shall be entered approving any petition filed by or against the Calculation Agent under the provisions of any applicable bankruptcy or insolvency law, or if any public officer shall take charge or control of the Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then a successor Calculation Agent shall be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment as aforesaid of a successor Calculation Agent and acceptance by the latter of such appointment the former Calculation Agent shall cease to be Calculation Agent hereunder. (d) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder, and such predecessor shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent. (e) Any corporation into which the Calculation Agent may be merged or converted or any corporation with which the Calculation Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer and the Trustee. (f) The provisions of paragraph 6 hereof shall survive any resignation or removal hereunder. 9. Any notice required to be given hereunder shall be delivered in person or by overnight courier, sent by letter or telecopy or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within two Business Days by letter or telecopy), in the case of the Issuer, to it at Weyerhaeuser Company, P.O. Box 9777, Federal Way, Washington 98063-9777, Attention: Treasurer; in the case of the Calculation Agent, to it at the address set forth in the heading of this Agreement, Attention: Institutional Trust Services; in the case of the Trustee, to it at 450 West 33rd Street, New York, New York 10001, Attention: Institutional Trust Services; or, in any case, to any other address of which the party receiving notice shall have notified the party giving such notice in writing. 10. This Agreement may be amended only by a writing duly executed and delivered by each of the parties signing below. 5 11. The provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 12. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first above written. WEYERHAEUSER COMPANY By: _________________________________ Name: Jeffrey W. Nitta Title: Treasurer JPMORGAN CHASE BANK By: _________________________________ Name: Title: 7 EX-5 5 v80712ex5.txt EXHIBIT 5 Exhibit 5.1 April 12, 2002 Weyerhaeuser Company Federal Way WA 98477 Dear Sirs and Mesdames: I am Senior Legal Counsel of Weyerhaeuser Company, a Washington corporation (the "Company") and in such capacity, I have been involved with the proceedings related to the offer by the Company to exchange its Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 (collectively, the "Exchange Securities"), which are being registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form S-4 (the "Registration Statement"), for an equal principal amount of its outstanding Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 which were issued and sold in transactions exempt from registration under the Securities Act of 1933 (the "Original Securities"). I have examined the Registration Statement and the Indenture dated as of April 1, 1986, as supplemented by the First Supplemental Indenture, dated as of February 15, 1991, the Second Supplemental Indenture dated as of February 1, 1993, the Third Supplemental Indenture dated as of October 22, 2001 and the Fourth Supplemental Indenture dated as of March 12, 2002 (the "Indenture") between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, under which the Exchange Securities are to be issued. I am familiar with the proceedings heretofore taken and with the additional proceedings proposed to be taken by the Company in connection with the authorization, registration, issuance and sale of the Exchange Securities. Based upon the foregoing, I am of the opinion that, upon compliance with the terms and conditions of the Indenture with respect to the creation, authentication and delivery of the Exchange Securities, the due execution by the Company and authentication and delivery by the Trustee under the Indenture of the Exchange Securities, and the issuance and delivery of the Exchange Securities as contemplated in the Registration Statement (after effectiveness) and in accordance with corporate authorizations, the Exchange Securities will constitute in the hands of holders thereof valid and binding obligations of the Company. I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Matters" in the related prospectus. Very truly yours, /s/ Lorrie D. Scott Lorrie D. Scott Senior Legal Counsel EX-12.1 6 v80712ex12-1.txt EXHIBIT 12.1 Exhibit 12.1(a) WEYERHAEUSER COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands)
2001 2000 1999 ----------- ----------- ----------- Available earnings: Earnings before interest expense, amortization of debt expense, income taxes and cumulative effect of a change in an accounting principle ................ $ 1,006,969 $ 1,677,577 $ 1,276,905 Add interest portion of rental expense ................... 45,655 42,063 27,515 ----------- ----------- ----------- Available earnings before cumulative effect of a change in an accounting principle ....................... $ 1,052,624 $ 1,719,640 $ 1,304,420 =========== =========== =========== Fixed charges: Interest expense incurred: Weyerhaeuser Company and subsidiaries excluding Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. and their subsidiaries ............................... $ 353,365 $ 352,341 $ 274,599 Weyerhaeuser Real Estate Company and consolidated subsidiaries ............................ 62,694 67,733 58,434 Weyerhaeuser Financial Services, Inc. and consolidated subsidiaries ........................ 6,193 15,823 16,002 Gryphon Investments of Nevada, Inc. .................... 0 0 0 ----------- ----------- ----------- Subtotal ..................................... 422,252 435,897 349,035 Less intercompany interest ............................. 924 568 2,230 ----------- ----------- ----------- Total interest expense incurred ........................ 421,328 435,329 346,805 ----------- ----------- ----------- Amortization of debt expense ........................... 4,642 3,331 3,957 ----------- ----------- ----------- Rental expense: Weyerhaeuser Company and consolidated subsidiaries ....................................... 128,082 117,307 74,918 Weyerhaeuser Real Estate Company and consolidated subsidiaries .......................... 8,883 8,779 7,473 Weyerhaeuser Financial Services, Inc. and consolidated subsidiaries ...................... 0 103 154 Gryphon Investments of Nevada, Inc. .................. 0 0 0 ----------- ----------- ----------- 136,965 126,189 82,545 ----------- ----------- ----------- Interest portion of rental expense ................... 45,655 42,063 27,515 ----------- ----------- ----------- Fixed charges ...................................... $ 471,625 $ 480,723 $ 378,277 =========== =========== =========== Ratio of earnings to fixed charges ....................... 2.23x 3.58x 3.45x =========== =========== ===========
1998 1997 ----------- ----------- Available earnings: Earnings before interest expense, amortization of debt expense, income taxes and cumulative effect of a change in an accounting principle ................ $ 756,715 $ 900,886 Add interest portion of rental expense ................... 23,698 24,321 ----------- ----------- Available earnings before cumulative effect of a change in an accounting principle ....................... $ 780,413 $ 925,207 =========== =========== Fixed charges: Interest expense incurred: Weyerhaeuser Company and subsidiaries excluding Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. and their subsidiaries ............................... $ 260,014 $ 267,644 Weyerhaeuser Real Estate Company and consolidated subsidiaries ............................ 60,546 69,165 Weyerhaeuser Financial Services, Inc. and consolidated subsidiaries ........................ 21,311 40,447 Gryphon Investments of Nevada, Inc. .................... 0 0 ----------- ----------- Subtotal ..................................... 341,871 377,256 Less intercompany interest ............................. 13,753 407 ----------- ----------- Total interest expense incurred ........................ 328,118 376,849 ----------- ----------- Amortization of debt expense ........................... 3,595 3,225 ----------- ----------- Rental expense: Weyerhaeuser Company and consolidated subsidiaries ....................................... 65,508 66,008 Weyerhaeuser Real Estate Company and consolidated subsidiaries .......................... 5,361 3,848 Weyerhaeuser Financial Services, Inc. and consolidated subsidiaries ...................... 225 3,107 Gryphon Investments of Nevada, Inc. .................. 0 0 ----------- ----------- 71,094 72,963 ----------- ----------- Interest portion of rental expense ................... 23,698 24,321 ----------- ----------- Fixed charges ...................................... $ 355,411 $ 404,395 =========== =========== Ratio of earnings to fixed charges ....................... 2.20x 2.29x =========== ===========
Exhibit 12.1(b) WEYERHAEUSER COMPANY WITH ITS WEYERHAEUSER REAL ESTATE COMPANY, WEYERHAEUSER FINANCIAL SERVICES, INC. AND GRYPHON INVESTMENTS OF NEVADA, INC. SUBSIDIARIES ACCOUNTED FOR ON THE EQUITY METHOD, BUT EXCLUDING THE UNDISTRIBUTED EARNINGS OF THOSE SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands)
2001 2000 1999 ----------- ----------- ----------- Available earnings: Earnings before interest expense, amortization of debt expense, income taxes and cumulative effect of a change in an accounting principle ................ $ 854,436 $ 1,658,343 $ 1,232,822 Add interest portion of rental expense ................... 42,694 39,102 24,973 ----------- ----------- ----------- 897,130 1,697,445 1,257,795 ----------- ----------- ----------- Deduct undistributed earnings of equity affiliates ....... (29,781) (24,021) (20,456) ----------- ----------- ----------- Deduct undistributed earnings before income taxes of Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. and their subsidiaries: Deduct pretax earnings .............................. (264,648) (259,449) (189,885) Addback dividends paid to Weyerhaeuser .............. 30,000 0 100,000 ----------- ----------- ----------- Undistributed earnings ........................ (234,648) (259,449) (89,885) ----------- ----------- ----------- Available earnings before cumulative effect of a change in an accounting principle ............................. $ 632,701 $ 1,413,975 $ 1,147,454 =========== =========== =========== Fixed charges: Interest expense incurred ................................ $ 353,365 $ 352,341 $ 274,599 Amortization of debt expense ............................. 4,642 3,331 3,957 Interest portion of rental expense ....................... 42,694 39,102 24,973 ----------- ----------- ----------- Fixed charges ....................................... $ 400,701 $ 394,774 $ 303,529 =========== =========== =========== Ratio of earnings to fixed charges ....................... 1.58x 3.58x 3.78x =========== =========== ===========
1998 1997 ----------- ----------- Available earnings: Earnings before interest expense, amortization of debt expense, income taxes and cumulative effect of a change in an accounting principle ................ $ 719,026 $ 795,637 Add interest portion of rental expense ................... 21,836 22,003 ----------- ----------- 740,862 817,640 ----------- ----------- Deduct undistributed earnings of equity affiliates ....... (29,893) (2,729) ----------- ----------- Deduct undistributed earnings before income taxes of Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. and their subsidiaries: Deduct pretax earnings .............................. (124,422) (111,280) Addback dividends paid to Weyerhaeuser .............. 190,000 150,000 ----------- ----------- Undistributed earnings ........................ 65,578 38,720 ----------- ----------- Available earnings before cumulative effect of a change in an accounting principle ............................. $ 776,547 $ 853,631 =========== =========== Fixed charges: Interest expense incurred ................................ $ 260,014 $ 267,644 Amortization of debt expense ............................. 3,595 3,225 Interest portion of rental expense ....................... 21,836 22,003 ----------- ----------- Fixed charges ....................................... $ 285,445 $ 292,872 =========== =========== Ratio of earnings to fixed charges ....................... 2.72x 2.91x =========== ===========
Exhibit 12.1(c) WEYERHAEUSER COMPANY AND SUBSIDIARIES COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands)
2001 --------- Available pro forma earnings: Pro forma earnings before pro forma interest expense, amortization of debt expense and income taxes ....................... $1,303,314 Add interest portion of pro forma rental expense .................... 55,848 --------- Available pro forma earnings $1,359,162 ========== Pro forma fixed charges: Pro forma interest expense incurred: Weyerhaeuser Company and subsidiaries excluding Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada, Inc. and their subsidiaries ............................................. $ 842,000 Weyerhaeuser Real Estate Company and consolidated subsidiaries .......................................... 62,694 Weyerhaeuser Financial Services, Inc. and consolidated subsidiaries ...................................... 6,193 Gryphon Investments of Nevada, Inc. ................................. 0 --------- Subtotal ....................................................... 910,887 Less intercompany interest ......................................... 924 --------- Total pro forma interest expense incurred .......................... 909,963 --------- Pro forma amortization of debt expense ............................. 59,000 --------- Pro forma rental expense: Weyerhaeuser Company and consolidated subsidiaries ....................................................... 158,661 Weyerhaeuser Real Estate Company and consolidated subsidiaries .......................................... 8,883 Weyerhaueser Financial Services, Inc. and consolidated subsidiaries ...................................... 0 Gryphon Investments of Nevada, Inc. ................................. 0 --------- 167,544 --------- Interest portion of pro forma rental expense ........................ 55,848 --------- Pro forma fixed charges ............................................$1,024,811 ========== Pro forma ratio of earnings to fixed charges ............................. 1.33x ==========
6 Exhibit 12.1(d) WEYERHAEUSER COMPANY WITH ITS WEYERHAEUSER REAL ESTATE COMPANY, WEYERHAEUSER FINANCIAL SERVICES, INC. AND GRYPHON INVESTMENTS OF NEVADA INC. SUBSIDIARIES ACCOUNTED FOR ON THE EQUITY METHOD, BUT EXCLUDING THE UNDISTRIBUTED EARNINGS OF THOSE SUBSIDIARIES COMPUTATION OF PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands) 2001 ---------- Available pro forma earnings: Pro forma earnings before pro forma interest expense, amortization of debt expense and income taxes........ $1,150,000 Add interest portion of pro forma rental expense..... 52,887 ---------- 1,202,887 ---------- Deduct undistributed pro forma earnings of equity affiliates........................................... (29,000) ---------- Deduct undistributed earnings before income taxes of Weyerhaeuser Real Estate Company, Weyerhaeuser Financial Services, Inc. and Gryphon Investments of Nevada Inc. and their subsidiaries: Deduct pretax earnings............................ (264,648) Addback dividends paid to Weyerhaeuser............ 30,000 ---------- Undistributed earnings......................... (234,648) ---------- Available pro forma earnings......................... $939,239 ========== Pro forma fixed charges: Pro forma interest expense incurred.................. $842,000 Pro forma amortization of debt expense............... 59,000 Interest portion of pro forma rental expense......... 52,887 ---------- Pro forma fixed charges........................... $953,887 ========== Pro forma ratio of earnings to fixed charges......... 0.98x ----------
EX-23.2 7 v80712ex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT AUDITORS As independent auditors, we hereby consent to the incorporation by reference in this registration statement on Form S-4 of our reports dated February 11, 2002 included (or incorporated by reference) in Weyerhaeuser Company's annual report on Form 10-K for the fiscal year ended December 30, 2001, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP April 12, 2002 EX-23.3 8 v80712ex23-3.txt EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Willamette Industries, Inc.: We consent to the inclusion in the Form 8-K/A of Weyerhaeuser Company, filed on February 28, 2002, and the incorporation by reference in the Weyerhaeuser Company Registration Statement on Form S-4, to be filed on or about April 12, 2002, to register Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 of Weyerhaeuser Company, of our report dated February 11, 2002, relating to the consolidated balance sheets of Willamette Industries, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 10-K of Willamette Industries, Inc., and to the reference to our firm as "Experts" in the Registration Statement. /s/ KPMG LLP Portland, Oregon April 12, 2002 EX-25.1 9 v80712ex25-1.txt EXHIBIT 25.1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) WEYERHAEUSER COMPANY (Exact name of obligor as specified in its charter) WASHINGTON 91-0470860 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 33663 WEYERHAEUSER WAY SOUTH FEDERAL WAY, WASHINGTON 98003 (Address of principal executive offices) (Zip Code) DEBT SECURITIES (Title of the indenture securities) GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 8th day of April, 2002 JPMORGAN CHASE BANK By ----------------------------------------- Carol Ng Vice President -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connections with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 8th day of April, 2002. JPMORGAN CHASE BANK By /s/ Carol Ng ------------------------------------ /s/ Carol Ng Vice President Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................ $ 21,396 Interest-bearing balances ................................ 12,495 Securities: Held to maturity securities.................................... 442 Available for sale securities.................................. 52,916 Federal funds sold and securities purchased under agreements to resell ..................................... 75,076 Loans and lease financing receivables: Loans and leases held for sale............................ 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ................................................ 170,379 Trading Assets ................................................ 140,469 Premises and fixed assets (including capitalized leases)....... 5,502 Other real estate owned ....................................... 41 Investments in unconsolidated subsidiaries and associated companies...................................... 360 Customers' liability to this bank on acceptances outstanding .............................................. 270 Intangible assets Goodwill............................................... 1,739 Other Intangible assets................................ 4,762 Other assets .................................................. 47,464 TOTAL ASSETS .................................................. $537,826 =========
-4-
LIABILITIES Deposits In domestic offices ................................................................ $160,102 Noninterest-bearing ........................................ $70,338 Interest-bearing ........................................... 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ............................................................. 120,371 Noninterest-bearing............................ $7,610 Interest-bearing ................................. 112,761 Federal funds purchased and securities sold under agree- ments to repurchase ..................................................................... 79,946 Trading liabilities ..................................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)........................................... 11,399 Bank's liability on acceptances executed and outstanding................................. 293 Subordinated notes and debentures ...................................................... 9,467 Other liabilities ...................................................................... 30,651 TOTAL LIABILITIES ...................................................................... 504,437 Minority Interest in consolidated subsidiaries.......................................... 116 EQUITY CAPITAL Perpetual preferred stock and related surplus.......................................... 0 Common stock .......................................................................... 1,476 Surplus (exclude all surplus related to preferred stock).............................. 16,020 Retained earnings...................................................................... 16,149 Accumulated other comprehensive income................................................. (372) Other equity capital components........................................................ 0 TOTAL EQUITY CAPITAL .................................................................. 33,273 ---------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $537,826 ==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-99.1 10 v80712ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 LETTER OF TRANSMITTAL WEYERHAEUSER COMPANY OFFER TO EXCHANGE ITS FLOATING RATE NOTES DUE 2003, 5.50% NOTES DUE 2005, 6.125% NOTES DUE 2007, 6.75% NOTES DUE 2012 AND 7.375% DEBENTURES DUE 2032 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING FLOATING RATE NOTES DUE 2003, 5.50% NOTES DUE 2005, 6.125% NOTES DUE 2007, 6.75% NOTES DUE 2012 AND 7.375% DEBENTURES DUE 2032 PURSUANT TO THE PROSPECTUS DATED , 2002 EACH EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS THAT OFFER IS EXTENDED. The Exchange Agent for the Exchange Offers is: JPMORGAN CHASE BANK By Mail, Overnight Courier By Facsimile: To Confirm by Telephone or Hand Delivery: (212) 638-7380 or 7381 or for Information: JPMorgan Chase Bank Reference: Weyerhaeuser (212) 638-0459 55 Water Street, Second Floor Company Exchange Attention: Victor Matis Room 234 -- North Building Confirm by Telephone: Reference: Weyerhaeuser New York, New York 10041 (212) 638-0459 Company Exchange Reference: Weyerhaeuser Attention: Victor Matis Company Exchange Reference: Weyerhaeuser Company Exchange
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Terms (whether or not capitalized) that are defined in the Prospectus (as defined below) and that are used but not defined herein shall have the same meanings given them in the Prospectus. This Letter of Transmittal is to be completed by holders of Old Securities (as defined below) either if Old Securities are being forwarded herewith or, except as provided in the next paragraph, if tenders of Old Securities are to be made by book-entry transfer to an account maintained by JPMorgan Chase Bank (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offers -- Procedures for Tendering Old Securities" in the Prospectus. The exchange offers are not being made to, nor will tenders be accepted from or on behalf of, holders of Old Securities in any jurisdiction in which the applicable exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or would otherwise not be in compliance with any applicable securities or blue sky laws. IN THE CASE OF TENDERS OF OLD SECURITIES IN BOOK-ENTRY FORM THAT ARE REPRESENTED BY GLOBAL CERTIFICATES REGISTERED IN THE NAME OF DTC OR ITS NOMINEE ("GLOBAL OLD SECURITIES), THIS LETTER OF TRANSMITTAL NEED NOT BE MANUALLY EXECUTED; PROVIDED, HOWEVER, THAT SUCH TENDERS OF OLD SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE PROCEDURES MANDATED BY DTC'S AUTOMATED TENDER OFFER PROGRAM ("ATOP"). TO TENDER OLD SECURITIES IN THIS MANNER, THE ELECTRONIC INSTRUCTIONS SENT TO DTC AND TRANSMITTED TO THE EXCHANGE AGENT MUST CONTAIN YOUR ACKNOWLEDGEMENT OF RECEIPT OF AND YOUR AGREEMENT TO BE BOUND BY AND TO MAKE ALL OF THE REPRESENTATIONS AND WARRANTIES IN THIS LETTER OF TRANSMITTAL. WHEN DTC RECEIVES SUCH INSTRUCTIONS, DTC WILL EFFECT A BOOK-ENTRY TRANSFER OF THE TENDERED OLD SECURITIES INTO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND THEN SEND TO THE EXCHANGE AGENT A CONFIRMATION OF SUCH BOOK-ENTRY TRANSFER OF OLD SECURITIES INTO THE EXCHANGE AGENT'S ACCOUNT AT DTC (A "BOOK-ENTRY CONFIRMATION"), INCLUDING AN AGENT'S MESSAGE ("AGENT'S MESSAGE") CONFIRMING THAT DTC HAS RECEIVED AN EXPRESS ACKNOWLEDGMENT FROM THE TENDERING DTC PARTICIPANT THAT SUCH PARTICIPANT HAS RECEIVED AND AGREES TO BE BOUND BY, AND MAKES THE REPRESENTATIONS AND WARRANTIES CONTAINED IN, THIS LETTER OF TRANSMITTAL AND THAT THE COMPANY (AS DEFINED BELOW) MAY ENFORCE THIS LETTER OF TRANSMITTAL AGAINST THAT PARTICIPANT. BOOK-ENTRY TRANSFER TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE DELIVERY OF THE BOOK-ENTRY CONFIRMATION TO THE EXCHANGE AGENT. IF TENDER OF OLD SECURITIES OF ANY SERIES IS NOT MADE THROUGH ATOP OR IF OLD SECURITIES OF ANY SERIES IN DEFINITIVE CERTIFICATED FORM ("CERTIFICATED OLD SECURITIES") ARE TO BE TENDERED, THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, AND, IF APPLICABLE, THE CERTIFICATED OLD SECURITIES, DULY ENDORSED OR ACCOMPANIED BY A PROPERLY EXECUTED BOND POWER AND WITH ANY REQUIRED SIGNATURE GUARANTEES, MUST BE RECEIVED BY THE EXCHANGE AGENT AT ITS ADDRESS SET FORTH ON THE COVER PAGE HEREOF ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW) OF THE EXCHANGE OFFER FOR THE SECURITIES (AS DEFINED BELOW) OF THAT SERIES IN ORDER FOR SUCH TENDER TO BE EFFECTIVE. DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS SET FORTH ON THE COVER PAGE HEREOF DOES NOT CONSTITUTE A VALID DELIVERY. IF A HOLDER DESIRES TO TENDER OLD SECURITIES OF ANY SERIES AND CERTIFICATES FOR SUCH OLD SECURITIES ARE NOT IMMEDIATELY AVAILABLE OR TIME WILL NOT PERMIT ALL REQUIRED DOCUMENTS, INCLUDING, IF APPLICABLE, CERTIFICATED OLD SECURITIES, TO REACH THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER FOR THE SECURITIES OF THAT SERIES, OR THE PROCEDURES FOR BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER FOR THE SECURITIES OF THAT SERIES, SUCH OLD SECURITIES MAY NEVERTHELESS BE TENDERED BY FOLLOWING THE GUARANTEED DELIVERY PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER "THE EXCHANGE OFFERS -- PROCEDURES FOR TENDERING OLD SECURITIES -- GUARANTEED DELIVERY." DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 2 ALL TENDERING HOLDERS OF FLOATING RATE NOTES DUE 2003 COMPLETE THIS BOX:
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD FLOATING RATE NOTES DUE 2003 TENDERED - --------------------------------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND ADDRESS OF OLD FLOATING RATE NOTES DUE 2003 TENDERED REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF OLD FLOATING RATE PRINCIPAL AMOUNT NOTES DUE 2003 CERTIFICATE OF OLD FLOATING RATE TENDERED NUMBER(S)* NOTES DUE 2003 (IF LESS THAN ALL)** -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT: - ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER OR IN ACCORDANCE WITH DTC'S ATOP PROCEDURES. ** OLD FLOATING RATE NOTES DUE 2003 MAY BE TENDERED IN WHOLE OR IN PART IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF. ALL OLD FLOATING RATE NOTES DUE 2003 HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. - ------------------------------------------------------------------------------- ALL TENDERING HOLDERS OF 5.50% NOTES DUE 2005 COMPLETE THIS BOX:
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD 5.50% NOTES DUE 2005 TENDERED - --------------------------------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND ADDRESS OF OLD 5.50% NOTES DUE 2005 TENDERED REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OLD 5.50% NOTES DUE CERTIFICATE OF OLD 5.50% NOTES DUE 2005 TENDERED NUMBER(S)* 2005 (IF LESS THAN ALL)** -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT: - ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER OR IN ACCORDANCE WITH DTC'S ATOP PROCEDURES. ** OLD 5.50% NOTES DUE 2005 MAY BE TENDERED IN WHOLE OR IN PART IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF. ALL OLD 5.50% NOTES DUE 2005 HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. - ------------------------------------------------------------------------------- 3 ALL TENDERING HOLDERS OF 6.125% NOTES DUE 2007 COMPLETE THIS BOX:
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD 6.125% NOTES DUE 2007 TENDERED - --------------------------------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND ADDRESS OF OLD 6.125% NOTES DUE 2007 TENDERED REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OLD 6.125% NOTES DUE CERTIFICATE OF OLD 6.125% NOTES 2007 TENDERED NUMBER(S)* DUE 2007 (IF LESS THAN ALL)** -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT: - ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER OR IN ACCORDANCE WITH DTC'S ATOP PROCEDURES. ** OLD 6.125% NOTES DUE 2007 MAY BE TENDERED IN WHOLE OR IN PART IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF. ALL OLD 6.125% NOTES DUE 2007 HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. - ------------------------------------------------------------------------------- ALL TENDERING HOLDERS OF 6.75% NOTES DUE 2012 COMPLETE THIS BOX:
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD 6.75% NOTES DUE 2012 TENDERED - --------------------------------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND ADDRESS OF OLD 6.75% NOTES DUE 2012 TENDERED REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OLD 6.75% NOTES DUE CERTIFICATE OF OLD 6.75% NOTES 2012 TENDERED NUMBER(S)* DUE 2012 (IF LESS THAN ALL)** -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT: - ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER OR IN ACCORDANCE WITH DTC'S ATOP PROCEDURES. ** OLD 6.75% NOTES DUE 2012 MAY BE TENDERED IN WHOLE OR IN PART IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF. ALL OLD 6.75% NOTES DUE 2012 HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. - ------------------------------------------------------------------------------- 4 ALL TENDERING HOLDERS OF 7.375% DEBENTURES DUE 2032 COMPLETE THIS BOX:
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD 7.375% DEBENTURES DUE 2032 TENDERED - --------------------------------------------------------------------------------------------------------------------------------- IF BLANK, PLEASE PRINT NAME AND ADDRESS OF OLD 7.375% DEBENTURES DUE 2032 TENDERED REGISTERED HOLDER (ATTACH ADDITIONAL LIST IF NECESSARY) - --------------------------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF OF OLD 7.375% OLD 7.375% DEBENTURES CERTIFICATE DEBENTURES DUE 2032 TENDERED NUMBER(S)* DUE 2032 (IF LESS THAN ALL)** -------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT: - ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER OR IN ACCORDANCE WITH DTC'S ATOP PROCEDURES. ** OLD 7.375% DEBENTURES DUE 2032 MAY BE TENDERED IN WHOLE OR IN PART IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF. ALL OLD 7.375% DEBENTURES DUE 2032 HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THIS COLUMN. - ------------------------------------------------------------------------------- [ ] CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution DTC Account Number Transaction Code Number [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) Window Ticket Number (if any) Date of Execution of Notice of Guaranteed Delivery Name of Institution which Guaranteed Delivery If Guaranteed Delivery Is To Be Made By Book-Entry Transfer: Name of Tendering Institution DTC Account Number Transaction Code Number [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 5 Ladies and Gentlemen: The undersigned hereby tenders to Weyerhaeuser Company, a Washington corporation (the "Company"), the above described aggregate principal amount of the Company's outstanding Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 (collectively, the "Old Securities") in exchange for a like aggregate principal amount of the Company's Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 (the "Exchange Securities" and, together with the Old Securities, the "Securities") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), respectively, upon the terms and subject to the conditions set forth in the Prospectus dated , 2002 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offers"). Subject to and effective upon the acceptance for exchange of all or any portion of the Old Securities tendered herewith in accordance with the terms and conditions of the applicable Exchange Offer (including, if any Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Securities as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offers) with respect to the tendered Old Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Securities to the Company together with all accompanying evidences of transfer and authenticity and to effect transfers of Old Securities pursuant to the book-entry procedures of The Depository Trust Company ("DTC"), in each case to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Securities to be issued in exchange for such Old Securities, (ii) present certificates for such Old Securities for transfer and to transfer the Old Securities on the books of the Company and pursuant to DTC's book-entry procedures, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Securities, all in accordance with the terms and conditions of the Exchange Offers. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR JPMORGAN CHASE BANK, AS EXCHANGE AGENT (THE "EXCHANGE AGENT") TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND TRANSFER OF THE OLD SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT (AS DEFINED BELOW). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER WITH RESPECT TO OLD SECURITIES OF EACH SERIES TENDERED HEREBY. The name(s) and address(es) of the registered holder(s) of the Old Securities of each series tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Securities. The certificate number(s) of the Old Securities of each series that the undersigned wishes to tender should be indicated in the appropriate boxes above unless such Old Securities are being tendered by book-entry transfer or in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures. If any tendered Old Securities of any series are not exchanged pursuant to the Exchange Offer with respect to the Securities of that series for any reason, or if more Old Securities of any series are submitted than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered Old Securities will be returned to the undersigned at the address shown below the undersigned's signature (or, in the case of Old Securities tendered by book-entry transfer, such 6 Old Securities will be credited to the account indicated above maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer with respect to the Securities of such series. The undersigned understands that tenders of Old Securities pursuant to the procedures described in "The Exchange Offers -- Procedures for Tendering Old Securities" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Securities, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the applicable Exchange Offer. The undersigned recognizes that, as set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Securities tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange Securities be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Securities, that such Exchange Securities be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions" below, any certificates representing the Exchange Securities will be delivered to the undersigned at the address shown below the undersigned's signature. By tendering Old Securities and executing this Letter of Transmittal, the undersigned hereby represents and agrees that (i) any Exchange Securities received by the undersigned are being acquired in the ordinary course of its business, (ii) the undersigned has no arrangement or understanding with any person to participate in a distribution of Old Securities or Exchange Securities within the meaning of the Securities Act, (iii) the undersigned is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company, (iv) the undersigned is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the Securities Act, (v) if the undersigned is a broker-dealer, the undersigned did not purchase the Old Securities being tendered by it in the Exchange Offers directly from the Company for resale pursuant to Rule 144A or any other available exemption from registration under the Securities Act. By tendering Old Securities pursuant to the Exchange Offers and executing this Letter of Transmittal, the undersigned, if the undersigned is a broker-dealer, represents, warrants, acknowledges and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) the Old Securities tendered by such broker-dealer are held only as a nominee, or (b) that such broker-dealer will receive Exchange Securities in exchange for Old Securities that were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and, if the undersigned is a broker-dealer holding Old Securities acquired for its own account as a result of market-making activities or other trading activities, the undersigned acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Old Securities pursuant to the Exchange Offers (provided that, by so representing, warranting, acknowledging and agreeing and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). See "The Exchange Offers -- Resales of Exchange Securities" in the Prospectus. Pursuant to a Registration Rights Agreement dated March 12, 2002 (the "Registration Rights Agreement") between the Company and the Initial Purchasers (as defined in the Registration Rights Agreement), the Company has agreed that, subject to the terms and conditions of the Registration Rights Agreement (including the right of the Company to require that sales or other dispositions of Exchange Securities pursuant to the Prospectus be discontinued for a period not to exceed 120 days (whether or not consecutive) in any period of twelve consecutive months under certain circumstances), the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer (as defined below) in connection with resales of Exchange Securities of any series received in exchange for Old Securities of that series, where such Old Securities were acquired by such Participating Broker-Dealer for its own account as a result of market-making activities or other trading activities, for a period of 180 days after the Expiration Date (as defined below) of the Exchange Offer for Securities of that series. However, a Participating Broker-Dealer who intends to use the Prospectus in connection with the resale of Exchange Securities of any series received in exchange for Old Securities of that series pursuant to the Exchange Offer with respect to the Securities of that series must notify the Company, or cause the Company to be notified, on or prior to the Expiration Date of the Exchange Offer for the Securities of that series, that it is a Participating Broker-Dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent in writing at one of the addresses set forth on the face of this Letter of Transmittal. In that regard, each broker-dealer who acquired Old Securities for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer"), by tendering such Old Securities 7 and by executing this Letter of Transmittal, agrees that, as provided in the Registration Rights Agreement, upon receipt by such Participating Broker-Dealer from the Company of a Voluntary Suspension Notice (as defined in the Registration Rights Agreement) or notice of the happening of any event that makes any statement made in the Prospectus or the related registration statement untrue in any material respect or as a result of which the Prospectus or the related registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or which requires the making of any changes in the Prospectus or such registration statement in order to make the statements therein not misleading, such Participating Broker-Dealer will forthwith discontinue the sale or other disposition of Exchange Securities pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice as provided in the Registration Rights Agreement that the sale of Exchange Securities may be resumed using the then current Prospectus, as the case may be. As used in the preceding sentence, references to the Prospectus and the related registration statement include the documents incorporated or deemed to be incorporated by reference therein. If the Company gives such notice to suspend the sale of the Exchange Securities, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange Securities by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Securities or to and including the date on which the Participating Broker-Dealers have received notice that disposition of Exchange Securities may be resumed using the then current Prospectus, as the case may be. The Registration Rights Agreement defines the term "Voluntary Suspension Notice" to include, in general, a notice given by the Company to suspend use of the Prospectus under certain circumstances relating to possible acquisitions or business combinations or other transactions, business developments or events involving the Company that would require disclosure in the Prospectus or in the related registration statement or the documents incorporated or deemed to be incorporated by reference therein if the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Prospectus or such registration statements or the documents incorporated or deemed to be incorporated by reference therein would be impracticable; provided that the Registration Rights Agreement provides that the Company shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Holders of Old Securities of any series that are accepted for exchange pursuant to the Exchange Offer for the Securities of that series will not receive accrued interest on such Old Securities for any period from and after the most recent date to which interest has been paid or duly provided for on such Old Securities or, if no interest has been paid or duly provided for on such Old Securities, will not receive any accrued interest on such Old Securities, and such holders will be deemed to have waived the right to receive any interest on such Old Securities accrued from and after the most recent date to which interest has been paid or duly provided for on such Old Securities or, if no interest has been paid or duly provided for on such Old Securities, from and after March 12, 2002. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. 8 HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Securities hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company or the trustee for the Old Securities to comply with the restrictions on transfer applicable to the Old Securities). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another person acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 5. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (SIGNATURE(S) OF HOLDER(S)) Date - --------------------------------------------------------- Name(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)) 9 GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 2 AND 5) Authorized Signature - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- (PLEASE PRINT) Date - -------------------------------------------------------------------------------- Capacity or Title - -------------------------------------------------------------------------------- Name of Firm - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 11) To be completed ONLY if the Exchange Securities are to be issued in the name of someone other than the registered holder(s) of the Old Securities whose name(s) appear(s) above or are to be credited to an account at DTC other than the account indicated above. Issue Exchange Securities to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 11) To be completed ONLY if Exchange Securities are to be sent to someone other than the registered holder(s) of the Old Securities whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Mail Exchange Securities to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) 10 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Old Securities of any series are being tendered in the form of Certificated Old Securities (which Certificated Old Securities are forwarded herewith) or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offers -- Procedures for Tendering Old Securities" in the Prospectus unless an agent's message (an "Agent's Message") confirming that DTC has received an express acknowledgment from the tendering DTC participant that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against that participant is being delivered to the Exchange Agent pursuant to DTC's Automated Tender Offer Program ("ATOP"). Certificates, or timely confirmation of a book-entry transfer of such Old Securities into an account of the Exchange Agent at DTC (a "Book-Entry Confirmation"), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal or, in lieu of this Letter of Transmittal, an Agent's Message, must be received by the Exchange Agent at one of its addresses set forth on the face hereof on or prior to the Expiration Date of the Exchange Offer for the Securities of that series. Old Securities of any series may be tendered in whole or in part in the principal amount of $1,000 and integral multiples thereof. Anything in this Letter of Transmittal to the contrary notwithstanding, if tenders of Old Securities of any series are made pursuant to the procedures for tender by book-entry transfer as described above, an Agent's Message with respect to such Old Securities must be received by the Exchange Agent on or prior to the Expiration Date of the Exchange Offer for the Old Securities of that series. Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. The method of delivery of certificates for tendered Old Securities, this Letter of Transmittal, Book-Entry Confirmations, Agent's Messages and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holder use an overnight or hand delivery service, in each case properly insured. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or tendered Old Securities should be sent to the Company. Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Company's acceptance of tendered Old Securities of any series prior to the closing of the Exchange Offer with respect to the Securities of that series. Holders who wish to tender their Old Securities and whose Old Securities are not immediately available or who cannot deliver their Old Securities, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date of the applicable Exchange Offer or who cannot complete the procedures for delivery by book-entry transfer on or before the Expiration Date of the applicable Exchange Offer, may tender their Old Securities by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth under "The Exchange Offers -- Procedures For Tendering Old Securities -- Guaranteed Delivery" in the Prospectus. Pursuant to such procedures: (i) such tender of the Old Securities of any series must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date of the Exchange Offer for the Securities of that series; and (iii) the certificates representing all tendered Old Securities of that series, in proper form for transfer, or a Book-Entry Confirmation in respect of all tendered Old Securities of that series, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal or, instead of a Letter of Transmittal, an appropriate Agent's Message pursuant to the ATOP procedures, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer for the Securities of that series, all as provided in "The Exchange Offers -- Procedures For Tendering Old Securities -- Guaranteed Delivery" in the Prospectus. The term "Expiration Date" means, with respect to the Exchange Offer for the Securities of any series, 5:00 p.m., New York City time, on , 2002 unless the Company extends the term of the Exchange Offer with respect to the Securities of that series, in which case the term "Expiration Date" will mean, with respect to the Exchange Offer for the Securities of that series, the latest date and time to which that Exchange Offer is extended. 11 The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in such Notice. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), as "an eligible guarantor institution," including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association. THE METHOD OF DELIVERY OF BOOK-ENTRY CONFIRMATIONS, AGENT'S MESSAGES, CERTIFICATES EVIDENCING THE OLD SECURITIES, NOTICES OF GUARANTEED DELIVERY, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF A LETTER OF TRANSMITTAL IS USED OR CERTIFICATES EVIDENCING THE OLD SECURITIES ARE DELIVERED TO THE EXCHANGE AGENT, THE COMPANY RECOMMENDS THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, IN EACH CASE PROPERLY INSURED, RATHER THAN DELIVERY BY MAIL. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof) or by causing the delivery of an Agent's Message, as the case may be, waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Securities) of Old Securities tendered herewith, unless such holder(s) has (have) completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (ii) such Old Securities are tendered for the account of a firm that is an Eligible Institution. In all other cases, certificates for the Old Securities being tendered must be duly endorsed or accompanied by a properly executed bond power, and the endorsement or signature(s) on the bond power and the signature on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in any of the boxes captioned "Description of Old Floating Rate Notes due 2003 Tendered," "Description of Old 5.50% Notes due 2005 Tendered," "Description of Old 6.125% Notes due 2007 Tendered," "Description of Old 6.75% Notes due 2012 Tendered" or "Description of Old 7.375% Debentures due 2032 Tendered," respectively is inadequate, the certificate number(s) and/or the principal amount(s) of Old Securities and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Securities of any series will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Securities of any series evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Securities of that series which are to be tendered in the box entitled "Principal Amount of Old Floating Rate Notes due 2003 Tendered (if less than all)," "Principal Amount of Old 5.50% Notes due 2005 Tendered (if less than all)," "Principal Amount of Old 6.125% Notes due 2007 Tendered (if less than all)," "Principal Amount of Old 6.75% Notes due 2012 Tendered (if less than all)" or "Principal Amount of Old 7.375% Debentures due 2032 Tendered (if less than all)," respectively. In such case, new certificate(s) for the remainder of the Old Securities of that series that were evidenced by your old certificate(s) will be sent to the holder of the Old Securities of that series (or, in the case of Old Securities of that series tendered by book-entry transfer, the remainder of such Old Securities of such series will be credited to an account at DTC), promptly after the Expiration Date of the Exchange Offer for the Securities of that series. All Old Securities represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein or in the Prospectus, tenders of Old Securities of any series may be withdrawn at any time on or prior to the Expiration Date of the Exchange Offer for the Securities of that series. In order for a 12 withdrawal to be effective, a written or facsimile transmission of such notice of withdrawal or, in the case of Old Securities of any series tendered pursuant to the procedures for book-entry transfer described in the Prospectus under "The Exchange Offers -- Procedures for Tendering Old Securities," a properly transmitted Agent's Message through ATOP, must be received by the Exchange Agent at one of its addresses set forth above on or prior to the Expiration Date of the Exchange Offer for the Securities of that series. Any such notice of withdrawal must specify the name of the person who tendered Old Securities to be withdrawn and the aggregate principal amount of Old Securities of each series to be withdrawn, identify the previously tendered Old Securities of each series to be withdrawn (including the registration numbers and principal amount of each series of those Old Securities) or, in the case of Old Securities transferred by a book-entry transfer through DTC, the name and number of the account at DTC to be credited with the Old Securities of each series being withdrawn, and, if Certificated Old Securities have been tendered, contain the name of the registered holder of the Old Securities, if different from that of the person who tendered such Old Securities, and be signed in the same manner as the original signature on the letter of transmittal (if used), including any required signature guarantee or, if an Agent's Message was submitted instead of a Letter of Transmittal, the withdrawal notice must be transmitted by DTC and received by the Exchange Agent in the same manner as the Agent's Message originally tendering the Old Securities for exchange. If Old Securities have been tendered pursuant to DTC's book-entry transfer procedures, any notice of withdrawal must comply with DTC's book-entry procedures. Withdrawals of tenders of Old Securities may not be rescinded. Old Securities of any series properly withdrawn will not be deemed validly tendered for purposes of the applicable Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date of the Exchange Offer for the Securities of that series by following any of the procedures described in the Prospectus under "The Exchange Offers -- Procedures for Tendering Old Securities" and in this Letter of Transmittal. All questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices will be determined by the Company, in its sole and absolute discretion, whose determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the Exchange Agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Securities which have been tendered but which are withdrawn will be returned to the holder thereof or, in the case of Old Securities tendered by book-entry transfer, will be credited to the account at DTC designated in the notice of withdrawal, without cost to such holder promptly after withdrawal. 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Securities tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) or, in the case of Old Securities held in book-entry form, on a security position listing without alteration, enlargement or any change whatsoever. If any of the Old Securities tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the Old Securities tendered hereby are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates. If this Letter of Transmittal or any endorsement, bond power, power of attorney or other document required by this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons must so indicate when signing and must submit, unless waived by the Company, proper evidence satisfactory to the Company, in its sole and absolute discretion, of such persons' authority to so act. No endorsement(s) of the certificate(s) evidencing the Old Securities of any series or separate bond power(s) are required unless (a) the person surrendering the Old Securities for tender or signing this Letter of Transmittal, if applicable, is not the registered holder of the Old Securities being tendered, or (b) the person tendering the Old Securities completes the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in this Letter of Transmittal. In the case of (a) or (b) above, any Certificated Old Securities being tendered must be endorsed or accompanied by appropriate and properly executed bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the certificates, and also must be accompanied by such opinions of counsel, certifications and 13 other information as the Company or the trustee for the Old Securities may require in accordance with the restrictions on transfer applicable to the Old Securities. Signatures on such certificates or bond powers must be guaranteed by an Eligible Institution unless the Old Securities are being tendered for the account of an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Securities are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Securities are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Securities not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. The Company will determine, in its sole and absolute discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Securities, which determination shall be final and binding on all parties. The Company reserves the right, in its sole and absolute discretion, to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the right, in its sole and absolute discretion, subject to applicable law, to waive any of the conditions of any Exchange Offer set forth in the Prospectus under "The Exchange Offers -- Certain Conditions to the Exchange Offers" or any conditions or irregularity in any tender of Old Securities of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offers (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Securities of any series will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates of the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects and irregularities in tenders or incur any liability for failure to give such notification. 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal income tax law, a holder whose tendered Old Securities are accepted for exchange is required to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Old Securities exchanged pursuant to the Exchange Offers may be subject to backup withholding (currently at a rate of 30%, which rate is scheduled to be reduced periodically through 2006). The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold on all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, backup withholding on all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided. The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Old Securities or of the last transferee appearing on the transfers attached to, or endorsed on, the Old Securities. If the Old Securities are registered in more than one name or are not in the name of the 14 actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8BEN (or similar form), signed under penalties of perjury, attesting to that holder's exempt status. Please consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which holders are exempt from backup withholding. Backup withholding is not an additional U.S. Federal income tax. Rather, the U.S. Federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Old Securities have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). If any of the Old Securities tendered hereby are in the form of Certificated Old Securities, the Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed. 11. SECURITY TRANSFER TAXES. Holders who tender their Old Securities for exchange will not be obligated to pay any transfer taxes in connection with those exchanges. If, however, Exchange Securities are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Securities tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Securities in connection with the Exchange Offers, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal or the applicable Agent's Message, the amount of such transfer taxes will be billed directly to such tendering holder. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER FOR THE SECURITIES OF EACH SERIES TENDERED. 15 TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS (SEE INSTRUCTION 9) PAYOR'S NAME: JPMORGAN CHASE BANK - -------------------------------------------------------------------------------- SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW: TIN: --------------------------------------- Social Security Number or Employer Identification Number ------------------------------------------------------------------------------------------------ PART 2--TIN Applied For [ ] DEPARTMENT OF THE TREASURY ------------------------------------------------------------------------------------------------ INTERNAL REVENUE SERVICE PAYER'S REQUEST FOR CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct taxpayer identification number (or I am waiting NUMBER ("TIN") for a number to be issued to me). AND CERTIFICATION (2) I am not subject to backup withholding either because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) any other information provided on this form is true and correct. The Internal Revenue Service does not require you consent to any provision of this document other than the certifications required to avoid backup withholding. Signature __________________________________________ Date __________________________ - --------------------------------------------------------------------------------------------------------------------------------- You must cross out item (3) in Part (2) above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding.
- -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING ON ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 30% of all payments made to me on account of the Exchange Securities shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and all reportable payments made to me thereafter will be subject to backup withholding, which will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. Signature(s): - -------------------------------------------------------------------- Dated: - ------------------------------ 16 EX-99.2 11 v80712ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF FLOATING RATE NOTES DUE 2003, 5.50% NOTES DUE 2005, 6.125% NOTES DUE 2007, 6.75% NOTES DUE 2012 AND 7.375% DEBENTURES DUE 2032 OF WEYERHAEUSER COMPANY This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept any Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) outstanding Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 or 7.375% Debentures due 2032 (collectively, the "Old Securities" and each a "series" of Old Securities) are not immediately available, (ii) Old Securities of any series, the Letter of Transmittal and all other required documents cannot be delivered to JPMorgan Chase Bank (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) of the Exchange Offer with respect to the Old Securities of that series or (iii) the procedures for delivery of the Old Securities of any series by book-entry transfer cannot be completed on or before the Expiration Date of the Exchange Offer with respect to the Old Securities of that series. This Notice of Guaranteed Delivery may be delivered by hand, overnight delivery service or mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange Offers -- Procedures for Tendering Old Securities -- Guaranteed Delivery" in the Prospectus. The Exchange Agent for the Exchange Offers is: JPMORGAN CHASE BANK By Mail, Overnight Courier By Facsimile: To Confirm by Telephone or Hand Delivery: (212) 638-7380 or 7381 or for Information: JPMorgan Chase Bank Reference: Weyerhaeuser (212) 638-0459 55 Water Street, Second Floor Company Exchange Attention: Victor Matis Room 234 -- North Building Confirm by Telephone: Reference: Weyerhaeuser New York, New York 10041 (212) 638-0459 Company Exchange Reference: Weyerhaeuser Attention: Victor Matis Company Exchange Reference: Weyerhaeuser Company Exchange
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to Weyerhaeuser Company, a Washington corporation (the "Company"), upon the terms and subject to the conditions set forth in the Prospectus dated , 2002 (as the same may be amended or supplemented from time to time, the "Prospectus") and the related Letter of Transmittal (which together constitute the "Exchange Offers"), receipt of which are hereby acknowledged, the aggregate principal amount of Old Securities of each series set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offers -- Procedures for Tendering Old Securities -- Guaranteed Delivery." Aggregate Principal Amount Floating Rate Notes due 2003 Tendered (must be in denominations of $1,000 and integral multiples of $1,000): Certificate No(s), (if available): Aggregate Principal Amount of 5.50% Notes due 2005 Tendered (must be in denominations of $1,000 and integral multiples of $1,000): Certificate No(s), (if available): Aggregate Principal Amount of 6.125% Notes due 2007 Tendered (must be in denominations of $1,000 and integral multiples of $1,000): Certificate No(s), (if available): Aggregate Principal Amount of 6.75% Notes due 2012 Tendered (must be in denominations of $1,000 and integral multiples of $1,000): Aggregate Principal Amount of 7.375% Debentures due 2032 Tendered (must be in denominations of $1,000 and integral multiples of $1,000): Certificate No(s), (if available): If Old Securities will be tendered by book-entry transfer through DTC (as defined below), provide the following information: DTC Account Number: Date: Name(s) of Registered Holders: Address(es): Area Code and Telephone Number(s): Signature(s): 2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association (each, an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Old Securities of each series tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Securities of such series to the applicable account of the Exchange Agent at The Depository Trust Company ("DTC") pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimiles thereof) and any other required documents or, in the case of Old Securities of such series tendered by book-entry transfer, an appropriate agent's message (as defined in the Prospectus) through DTC, in each case within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer for the Old Securities of such series. Name of Firm: Address: (ZIP CODE) Area Code and Telephone Number: (AUTHORIZED SIGNATURE) Title: Name: (PLEASE TYPE OR PRINT) Date: NOTE: DO NOT SEND OLD SECURITIES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS OR IN COMPLIANCE WITH THE PROCEDURES FOR BOOK- ENTRY TRANSFER DESCRIBED IN THE PROSPECTUS. 3 [CO: Page created to hold dot extensions only] EX-99.3 12 v80712ex99-3.txt EXHIBIT 99.3 EXHIBIT 99.3 ____________, 2002 Exchange Agent Agreement JPMorgan Chase Bank 450 West 33rd Street 15th Floor New York, NY 10001 Attention: Carol Ng Ladies and Gentlemen: Weyerhaeuser Company, a Washington corporation (the "Company"), proposes to make offers (the "Exchange Offers") to exchange up to $500,000,000 aggregate principal amount of its Floating Notes due 2003, $1,000,000,000 aggregate principal amount of its 5.50% Notes due 2005, $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2007, $1,750,000,000 aggregate principal amount of its 6.75% Notes due 2012 and $1,250,000,000 aggregate principal amount of its 7.375% Debentures due 2032 (collectively the "Exchange Securities"), which have been registered under the Securities Act of 1933, as amended, for like aggregate principal amounts of the Company's outstanding Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 (collectively the "Old Securities"). The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus dated ___________, 2002 (the "Prospectus"). The Old Securities and the Exchange Securities are collectively referred to herein as the "Securities." The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to JPMorgan Chase Bank. Each of the Exchange Offers is expected to be commenced by the Company on or about ________, 2002. The Letter of Transmittal (the "Letter of Transmittal") accompanying the Prospectus is to be used by the holders of the Old Securities of any series to accept the applicable Exchange Offer, and contains instructions with respect to the delivery of certificates for Old Securities tendered in physical form and delivery of Old Securities tendered by book-entry transfer. The Exchange Offers shall expire at 5:00 P.M., New York City time, on ________, 2002 or on such later date and time to which the Company may extend the Exchange Offer with respect to the Old Securities of any series (each an "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer with respect to the Old Securities of any series from time to time and may extend the Exchange Offer with respect to the Old Securities of any series by giving oral (promptly confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date with respect to the Exchange Offer for Old Securities of that series. The Company expressly reserves the right, in its sole and absolute discretion, subject to applicable law, at any time and from time to time: (1) to delay the acceptance of the Old Securities for exchange, (2) to terminate the Exchange Offer with respect to Old Securities of any series, whether or not any Old Securities of that series have previously been accepted for exchange, if the Company determines, in its sole and absolute discretion, that any of the events or conditions referred to under "The Exchange Offers -- Certain Conditions to the Exchange Offers" in the Prospectus has occurred or exists or has not been satisfied, (3) to extend the Expiration Date of the Exchange Offer with respect to Old Securities of any series from time to time and retain all Old Securities of that series tendered pursuant to the Exchange Offer for Securities of that series, subject, however, to the right of holders of Old Securities of that series to withdraw their tendered Old Securities as described under "The Exchange Offers -- Withdrawal Rights" in the Prospectus, and (4) to waive any condition or otherwise amend the terms of the Exchange Offer with respect to Old Securities of any series in any respect. Without limitation to the foregoing and notwithstanding any other provisions of the Exchange Offer with respect to Old Securities of any series or any extension of the Exchange Offer with respect to Old Securities of any series, the Company will not be required to accept for exchange, or to exchange, any Old Securities of any series for any Exchange Securities of that series and may terminate the Exchange Offer with respect to Old Securities of any series, whether or not any Old Securities of that series have theretofore been accepted for exchange, or may waive any conditions to or amend the Exchange Offer with respect to Old Securities of any series, if any of the events or conditions specified in the Prospectus under the caption "The Exchange Offers - Certain Conditions to the Exchange Offers" has occurred or exists or has not been satisfied. The Company will give oral (promptly confirmed in writing) or written notice of any amendment, waiver, termination, nonacceptance or delay in acceptance to you as promptly as practicable. As described above, the Company proposes to make a separate exchange offer with respect to the Old Securities of each series and may elect to extend the term of the Exchange Offer for one or more series of Old Securities without extending the term of the Exchange Offer for the other series of Old Securities. Accordingly, the Expiration Date of the Exchange Offer for any series of Old Securities may differ from the Expiration Date of the Exchange Offers for any or all of the other series of Old Securities. In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 2 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus entitled "The Exchange Offers" and as specifically set forth herein and in the Letter of Transmittal and such duties that are necessarily incidental thereto. No later than _________, 2002 (or such later date as the Company shall specify by giving you oral (promptly confirmed in writing) or written notice), you will mail the Prospectus, the Letter of Transmittal and such other documents as the Company shall specify to each registered holder of Old Securities, such documents to be sent by registered first-class mail to the most current address given by each such holder to the Company (which address shall, unless the Company shall otherwise advise you, be the respective addresses of such holders that appear upon the registry books maintained pursuant to the indenture under which the Old Securities were issued), provided that the Company shall have delivered a sufficient number of copies of the Prospectus, the Letter of Transmittal and related documents to the Exchange Agent no later than noon (New York City time) on the date of the proposed mailing; and you will, at the request of the Company, deliver a certificate to the Company to the effect that you have made such mailing in accordance with the foregoing provisions of this sentence. 2. You will establish an account with respect to each series of the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offers within two business days after the date of the Prospectus, or, if you already have established accounts with the Book-Entry Transfer Facility suitable for the Exchange Offers, you will identify such pre-existing accounts to be used in the Exchange Offers, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old Securities of any series by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account for such series of Old Securities in accordance with the Book-Entry Transfer Facility's procedure for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your accounts at the Book-Entry Transfer Facility) and any other documents delivered, sent by facsimile or mailed to you, and each "agent's message" and "book-entry confirmation" (as such terms are defined in the Prospectus) and other item sent to you electronically, by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with the instructions set forth in the Prospectus and the Letter of Transmittal and whether such agent's messages, book-entry confirmations and other items sent to you electronically include all applicable information and otherwise have been properly completed in accordance with the instructions set forth in the Prospectus and the Letter of Transmittal and (ii) the Old Securities have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or any agent's message, book-entry confirmation or other item sent to you electronically does not contain all applicable information or is otherwise defective or some other defect or irregularity in connection with the tender of Old Securities or any related documents, agent's messages or book-entry confirmations exists, you will endeavor to inform the presenters of the need (i) for fulfillment of all requirements and (ii) to take any other action as may be necessary or advisable to cause such defect or irregularity to be corrected. You are also to examine each Letter of Transmittal, agent's message and book-entry confirmation to determine if any holder tendering Old Securities of any series has indicated that it is a "participating broker-dealer" (as defined in 3 the Prospectus) and you agree to advise the Company promptly (by telephone confirmed in writing) if any such Letter of Transmittal, agent's message and book-entry confirmation so indicates or if you otherwise receive written notice that any person is a "participating broker-dealer", and you will promptly deliver to each such participating broker-dealer ten copies of the Prospectus and ten copies of any amendment or supplement to the Prospectus that the Company provides to you. 4. With the approval of the Chairman of the Board, the President, any Vice President, the Treasurer or the Corporate Secretary of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any defects, irregularities or conditions of tender in connection with any tender of Old Securities of any series pursuant to the applicable Exchange Offer. 5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "Procedures for Tendering Old Securities," and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Old Securities that the Chairman of the Board, President, any Vice President, the Treasurer or the Corporate Secretary of the Company or any other party designated by such officer in writing shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing). 6. You shall advise the Company with respect to any Old Securities of any series delivered subsequent to the Expiration Date of the Exchange Offer for Old Securities of that series and accept its instructions with respect to disposition of such Old Securities. 7. You shall accept tenders: (a) in cases where the Old Securities are registered in two or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted (unless such requirement is waived by the Company which waiver, if given orally, shall be promptly confirmed in writing); and (c) from persons other than the registered holder of Old Securities provided that customary transfer requirements, including any applicable transfer taxes, are fulfilled; and, without limitation to the foregoing or any of the other provisions of the Prospectus or the Letter of Transmittal, you shall accept tenders only where all necessary signatures, guarantees of signatures and endorsements required by the Letter of Transmittal and the Prospectus have been provided. 4 You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the transfer agent for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer with respect to Old Securities of that series. 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer for Old Securities of any series, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date of the Exchange Offer for Old Securities of that series, of all Old Securities properly tendered and not withdrawn and you, on behalf of the Company, will exchange such Old Securities for Exchange Securities of that series, cause such Old Securities to be cancelled, and dispose of the cancelled Old Securities and deliver a certificate of disposition to the Company promptly thereafter. Delivery of Exchange Securities of any series will be made on behalf of the Company by you at the rate of $1,000 principal amount of Exchange Securities for each $1,000 principal amount of Old Securities of that series properly tendered and not withdrawn promptly after notice (such notice, if given orally, to be promptly confirmed in writing) of acceptance of such Old Securities by the Company; provided, however, that in all cases, Old Securities of any series tendered pursuant to the Exchange Offer with respect to Old Securities of that series will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account for Old Securities of that series at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof or an agent's message in lieu thereof) with any required signature guarantees and any other required documents. You shall issue Exchange Securities only in denominations of $1,000 or any integral multiple thereof. 9. Tenders pursuant to the Exchange Offer for Old Securities of any series are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities of any series tendered pursuant to the Exchange Offer for Old Securities of that series may be withdrawn at any time prior to the Expiration Date of the Exchange Offer for Old Securities of that series. You are to examine each notice of withdrawal (whether given physically or electronically) and any other documents delivered in connection therewith to ascertain whether such notice of withdrawal and any such other documents are duly executed and properly completed in accordance with the instructions set forth in the Prospectus and the Letter of Transmittal and such proposed withdrawal has otherwise been properly effected. In each case where the notice of withdrawal or any other document has been improperly completed or executed or some other defect or irregularity in the proposed withdrawal or the documents therefor exists, you will endeavor to inform the presenter of the need (i) for fulfillment of all requirements and (ii) to take any other action as may be necessary or advisable to cause such defect or irregularity to be corrected. Promptly after a notice of withdrawal and any other required documents, in proper form and otherwise complying with the requirements of the Prospectus and the Letter of Transmittal, have been received by you, you shall return the principal amount of Old Securities being withdrawn to the person who deposited them. 10. Without limitation to any other provisions of this Agreement, the Prospectus or the Letter of Transmittal, the Company shall not be required to exchange any Old Securities of 5 any series tendered if any of the conditions set forth in the Exchange Offer for Old Securities of that series are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (such notice, if given orally, shall be promptly confirmed in writing) by the Company to you. 11. If, pursuant to the Exchange Offer for Old Securities of any series, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offers - - Certain Conditions to the Exchange Offers" or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer for Old Securities of that series return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them. 12. All certificates for reissued Old Securities, unaccepted Old Securities or for Exchange Securities shall be forwarded by (a) first-class mail, postage prepaid under a blanket surety bond protecting you and the Company from loss or liability arising out of the nonreceipt or nondelivery of such certificates or (b) by registered mail insured separately for the replacement value of each of such certificates. 13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 14. As Exchange Agent hereunder you: (a) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates for the Old Securities represented thereby deposited with you pursuant to the Exchange Offers, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offers; (b) shall not be liable to the Company for any action taken or omitted by you, or any action suffered by you to be taken or omitted, without negligence, willful misconduct or bad faith on your part, by reason of or as a result of the administration of your duties hereunder in accordance with the terms and conditions of this Agreement or by reason of your compliance with the instructions set forth herein or with any written or oral instructions delivered to you pursuant hereto, and may rely on and shall be protected in acting in good faith in reliance upon any certificate, instrument, opinion, notice, letter, facsimile or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties; (c) may act upon any tender, statement, request, comment, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you in good faith reasonably believe to be genuine or to have been signed or represented by a proper person or persons; 6 (d) may rely on and shall be protected in acting upon written or oral instructions from the Chairman of the Board, the President, any Vice President, the Treasurer or the Corporate Secretary or any other party designated by any such officer in writing with respect to the Exchange Offer for Old Securities of any series; (e) shall not advise any person tendering Old Securities of any series pursuant to the Exchange Offer for Old Securities of that series as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Securities; (f) may consult with your counsel and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in accordance with such written opinion of such counsel; and (g) in no event will you be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if you have been advised of the likelihood of such loss or damage and regardless of the form of action. 15. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may reasonably deem necessary) to furnish copies of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery referred to in the Prospectus, or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offers, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offers. The Company will furnish you with copies of such documents as you may reasonably request. All other requests for information relating to the Exchange Offers shall be directed to the Company at the address for notices set forth in Section 28 of this Agreement. 16. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Jeffrey W. Nitta and Lorrie D. Scott, Esq. of the Company, and such other person or persons as the Company may request, daily on each business day, and more frequently if reasonably requested, up to and including the Expiration Date of each Exchange Offer, as to the number of Old Securities of each series of Old Securities that have been tendered pursuant to such Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received; provided, however, that if, with respect to a particular Exchange Offer, on a particular business day, no additional Old Securities have been tendered, no additional items have been received by you and such totals have not changed since you last provided such information as required above, you need not provide the information referred to above in this paragraph 16 for such Exchange Offer on such day. In addition, you will also confirm, and cooperate in making available to, the Company or any such other person or persons as the Company requests from time to time prior to the Expiration Date of each Exchange Offer of such other information as it or he or she reasonably requests with respect to such Exchange Offer. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company 7 may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date of the Exchange Offer for each series of Old Securities the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer for Old Securities of that series. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities of each series tendered and the aggregate principal amount of Old Securities of each series accepted and deliver said list to the Company. 17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and the time of receipt and shall, except as provided in Section 11, be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities (or, if earlier, until such time as such documents are delivered to the Company upon termination of this Agreement, pursuant to paragraph 29). 18. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to funds deposited with you for the payment of transfer taxes by reason of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates pursuant to any loan or credit agreement with you or for compensation owed to you hereunder. 19. For services rendered as Exchange Agent hereunder, you shall be entitled to compensation of $5,000 and you shall be entitled to reimbursement of your reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses of your counsel, which fees are expected under normal circumstances to be not in excess of $5,000) incurred in connection with your services hereunder. 20. You hereby acknowledge receipt of the Prospectus, the Letter of Transmittal and the other documents associated with the Exchange Offers attached hereto and further acknowledge that you have examined each of them to the extent necessary to perform your duties hereunder. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to the duties, liabilities and indemnification of you as Exchange Agent which shall be controlled by this Agreement. 21. The Company agrees to indemnify and hold harmless you, in your capacity as Exchange Agent hereunder, and your officers, employees and agents, against any liability, cost or expense, including reasonable attorneys' fees, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you in good faith to be valid and genuine and in accepting any tender or effecting any transfer of Old Securities believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities or otherwise arising out of or in connection with your acting as Exchange Agent hereunder; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your negligence, willful misconduct or bad faith. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written 8 assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or written notice of the commencement of any such action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit. 22. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service. 23. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, your check in the amount of all transfer taxes so payable, and the Company shall reimburse you for the amount of any and all transfer taxes payable in respect of the exchange of Old Securities; provided, however, that, subject to such reimbursement by the Company, you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. Prior to paying any transfer taxes as contemplated by this Section 23, you shall notify the Company by telephone (confirmed in writing) of the amount of such transfer taxes and shall not pay or cause the payment of any such transfer taxes unless the Company shall consent thereto, orally or in writing. 24. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. 25. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 26. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby. 27. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 28. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: 9 If to the Company: Weyerhaeuser Company Mail Stop CH1 C32 P.O. Box 9777 Federal Way, Washington, 98063-9777 Facsimile: (253) 924-3870 Attention: Jeffrey W. Nitta With a copy to: Lorrie D. Scott Weyerhaeuser Company Mail Stop CH2-J28 P.O. Box 9777 Federal Way, Washington 98063-9777 Facsimile: (253) 942-0370 If to the Exchange Agent: JPMorgan Chase Bank 450 West 33rd Street (15th Floor) New York, New York 10001 Facsimile: (212) 946-8159/8160 Attention: Carol Ng 29. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the last Expiration Date of an Exchange Offer for any series of Old Securities to occur. Notwithstanding the foregoing, Sections 14(c), 18, 19, 21, 22 and 23 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property (including, without limitation, Letters of Transmittal and any other documents relating to the Exchange Offers) then held by you as Exchange Agent under this Agreement. 30. This Agreement shall be binding and effective as of the date hereof. [SIGNATURE PAGE FOLLOWS] 10 Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. WEYERHAEUSER COMPANY By: ________________________________________ Name: Jeffrey W. Nitta Title: Vice President and Treasurer Accepted as of the date first above written: JPMORGAN CHASE BANK By: _______________________________________ Name: Carol Ng Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----