WEYERHAEUSER CO — Capital/Financing Update 2007

Feb 2, 2007

8-K 1 form8k.htm CURRENT REPORT Current Report Licensed to: Cravath, Swaine and Moore LLP Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 2 , 2007

WEYERHAEUSER COMPANY

(Exact Name of Registrant as Specified in Charter)

Washington (State or Other Jurisdiction of Incorporation) 1-4825 (Commission File Number) 91-0470860 (IRS Employer Identification No.)

33663 Weyerhaeuser Way South

Federal Way,

Washington 98063-9777

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (253) 924-2345

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 ( see General Instruction A.2. below): x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

| Item
8.01. | Other Events. |
| --- | --- |
| On
February 2, 2007, Weyerhaeuser Company (the “Company”) issued a press
release announcing the commencement of the Company’s offer to exchange all
shares of Domtar Corporation, a wholly owned subsidiary of the
Company,
for common shares of the Company and exchangeable shares of Weyerhaeuser
Company Limited (such offer, the “Exchange
Offer”). | |
| Item
9.01 | Financial
Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press
Release of Weyerhaeuser Company issued February 2, 2007, announcing
the
commencement of the Exchange
Offer. |

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SIGNATURE

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.

| By: | /s/ Jeanne
M. Hillman |
| --- | --- |
| | Name:
Jeanne M. Hillman |
| | Title:
V.P., Chief Accounting Officer |
| Date:
February 2, 2007 | |

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