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) July 3, 2014
WEYERHAEUSER COMPANY
(Exact name of registrant as specified in its charter)
| Washington | 1-4825 | 91-0470860 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Federal Way, Washington 98063-9777
(Address of principal executive offices)
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:
| 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 July 3, 2014, Weyerhaeuser Company (the “Company”) issued a press release announcing the preliminary results of its exchange offer, commenced May 22, 2014, related to the split-off of Weyerhaeuser Real Estate Company (“WRECO”), an indirect wholly owned subsidiary of the Company. The exchange offer was in connection with the previously announced “Reverse Morris Trust” transaction, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) (“TRI Pointe”) will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Weyerhaeuser Company dated July 3, 2014 | |
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.
| Weyerhaeuser Company | ||||||
| Date: July 3, 2014 | ||||||
| By: | /s/ Jeanne M. Hillman | |||||
| Name: | Jeanne M. Hillman | |||||
| Title: | Vice President and Chief Accounting Officer | |||||