UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2020
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
Washington | 1-4825 | 91-0470860 |
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
220 Occidental Avenue South
Seattle, Washington 98104-7800
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(206) 539-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, par value $1.25 per share |
| WY |
| New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:
☐ | Emerging growth company |
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☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
TABLE OF CONTENTS
Item 8.01. | |
Item 9.01. | |
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EXHIBIT 99.1 | |
EXHIBIT 104 | Cover page interactive data file (embedded within the inline XBRL document). |
Section 8 – Other Events
Item 8.01. Other Events
On October 26, 2020, Weyerhaeuser Company (“Weyerhaeuser”) directed The Bank of New York Mellon Trust Company, N.A., as trustee of its 4.625% Notes due 2023 (the “Notes”), to notify noteholders that Weyerhaeuser has elected to redeem, and will redeem on December 16, 2020, the entire $500 million aggregate principal amount of the Notes. Weyerhaeuser will pay holders of the Notes a redemption price equal to 100% of the outstanding principal amount of the Notes plus a make-whole payment due on early redemption of the Notes and accrued and unpaid interest on the principal amount of the Notes to the redemption date. The manner of calculation of the redemption price, as well as other terms and conditions of the redemption of the Notes, is set forth in the Notice of Redemption, which is filed with this current report as Exhibit 99.1 and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
| Description |
99.1 |
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104 |
| Cover page interactive data file (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WEYERHAEUSER COMPANY | ||
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| By: |
| /s/ Kristy T. Harlan |
| Name: |
| Kristy T. Harlan |
| Its: |
| Senior Vice President, General Counsel and Corporate Secretary |
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Date: October 26, 2020
