8-K/AThe WireRoutine
Company Update
Filed Mar 11, 2016 · 10y ago · Accession 0001193125-16-501656
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 19, 2016
(Date of earliest event reported)
WEYERHAEUSER
COMPANY
(Exact name of registrant as specified in charter)
Washington
1-4825
91-0470860
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification Number)
Federal Way, Washington 98063-9777
(Address of principal executive offices)
(zip code)
Registrants 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:
¨
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))
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K (this Amendment) of Weyerhaeuser Company (Weyerhaeuser or the
Registrant) amends the Registrants original Current Report on Form 8-K filed February 19, 2016 (Film No. 161442437). This Amendment files (1) the historical audited consolidated financial statements of Plum Creek
Timber Company, Inc. (Plum Creek), (2) the historical audited consolidated financial statements of Plum Creek Timberlands, L.P. and (3) the unaudited pro forma condensed combined financial information, in each case including
the notes related thereto, in connection with the merger of Plum Creek with and into Weyerhaeuser on February 19, 2016, with Weyerhaeuser continuing as the surviving entity in the merger.
ITEM 9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
Plum Creeks audited consolidated balance sheets at
December 31, 2015 and 2014, and Plum Creeks audited consolidated statements of income, cash flows and comprehensive income for the years ended December 31, 2015, 2014 and 2013 and the notes related thereto are filed as Exhibit 99.1
hereto and are incorporated herein by reference.
Plum Creek Timberlands, L.P.s audited consolidated balance sheets at December 31, 2015 and
2014, and Plum Creek Timberlands, L.P.s audited consolidated statements of income, cash flows and comprehensive income for the years ended December 31, 2015, 2014 and 2013 and the notes related thereto are filed as Exhibit 99.2 hereto and
are incorporated herein by reference.
(b)
Pro Forma Financial Information
The Weyerhaeuser and Plum Creek unaudited pro forma condensed combined
balance sheet as of December 31, 2015 and the Weyerhaeuser and Plum Creek unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and the notes related thereto are filed as Exhibit 99.3 hereto
and are incorporated herein by reference.
(d)
Exhibits
The following items are filed as exhibits to this report:
23.1
Consent of Ernst & Young LLP, independent registered public accounting firm for Plum Creek
99.1
Plum Creeks audited consolidated balance sheets at December 31, 2015 and 2014, and Plum Creeks audited consolidated statements of income, cash flows and comprehensive income for the years ended December 31, 2015, 2014
and 2013 and the notes related thereto (incorporated by reference to Part II, Item 8 of Plum Creeks Annual Report on Form 10-K, filed February 18, 2016)
99.2
Plum Creek Timberlands, L.P.s audited consolidated balance sheets at December 31, 2015 and 2014, and Plum Creek Timberlands, L.P.s audited consolidated statements of income, cash flows and comprehensive income for the
years ended December 31, 2015, 2014 and 2013 and the notes related thereto (incorporated by reference to Part II, Item 8 of Plum Creeks Annual Report on Form 10-K, filed February 18, 2016)
99.3
Weyerhaeuser and Plum Creek unaudited pro forma condensed combined balance sheet as of December 31, 2015 and the Weyerhaeuser and Plum Creek unaudited pro forma condensed combined statement of operations for the year ended December
31, 2015 and the notes related thereto
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
By:
/s/ Jeanne M. Hillman
Name:
Jeanne M. Hillman
Title:
Vice President and Chief Accounting Officer
Date: March 11, 2016
EXHIBIT INDEX
Exhibit
No.
Description
23.1
Consent of Ernst & Young LLP, independent registered public accounting firm for Plum Creek
99.1
Plum Creeks audited consolidated balance sheets at December 31, 2015 and 2014, and Plum Creeks audited consolidated statements of income, cash flows and comprehensive income for the years ended December 31,
2015, 2014 and 2013 and the notes related thereto (incorporated by reference to Part II, Item 8 of Plum Creeks Annual Report on Form 10-K, filed February 18, 2016)
99.2
Plum Creek Timberlands, L.P.s audited consolidated balance sheets at December 31, 2015 and 2014, and Plum Creek Timberlands, L.P.s audited consolidated statements of income, cash flows and comprehensive income for
the years ended December 31, 2015, 2014 and 2013 and the notes related thereto (incorporated by reference to Part II, Item 8 of Plum Creeks Annual Report on Form 10-K, filed February 18, 2016)
99.3
Weyerhaeuser and Plum Creek unaudited pro forma condensed combined balance sheet as of December 31, 2015 and the Weyerhaeuser and Plum Creek unaudited pro forma condensed combined statement of operations for the year ended
December 31, 2015 and the notes related thereto
Filing details
- Company
- WEYERHAEUSER CO
- Ticker
- WY
- CIK
- 106535
- Form type
- 8-K/A
- Filing date
- Mar 11, 2016
- Report date
- Feb 19, 2016
- Document
- d161473d8ka.htm
- Size
- 227 KB