EXHIBIT 8
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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT dated as of December 14, 1999, to the Agreement
and Plan of Merger, dated as of November 23, 1999 (the "Merger
Agreement"), among Weyerhaeuser Company, a Washington corporation
("Parent"), WTJ, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and TJ International, Inc., a Delaware
corporation (the "Company").
WHEREAS Parent, Sub and the Company have entered into the Merger
Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The second sentence of Section 3.03(a) of the Merger Agreement is
hereby amended so that it shall now read in its entirety:
"At the close of business on November 17, 1999, (i) 18,351,054
shares of Company Common Stock were issued, of which 15,513,496 shares
of Company Common Stock were issued and outstanding and 2,837,558
shares of Company Common Stock were held by the Company in its
treasury, (ii) 1,097,719 shares of Company Authorized Preferred Stock
were issued and outstanding, consisting entirely of shares of Company
Preferred Stock, (iii) 1,097,719 shares of Company Common Stock were
reserved for issuance upon conversion of outstanding shares of Company
Preferred Stock, 1,671,436 shares of Company Common Stock were
reserved for issuance pursuant to exercise of outstanding Company
Employee Stock Options (as defined in Section 6.04(d)) and 550,564
additional shares of Company Common Stock were reserved for issuance
pursuant to the Company Stock Plans (as defined in Section 6.04(d)),
and (iv) 185,000 shares of Series A Junior Participating Preferred
Stock, par value $1.00 per share (the "Junior Preferred Stock"), of
the Company were reserved for issuance in connection with the rights
(the "Company Rights") issued pursuant to the Rights Agreement dated
as of August 26, 1999, between the Company and First Chicago Trust
Company of New York, as Rights Agent (as amended from time to time,
the "Company Rights Agreement")."
2. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
3. This First Amendment to the Merger Agreement shall be deemed to be
a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State.
4. This First Amendment to the Merger Agreement may be executed in any
number of counterparts. It shall not be necessary that the signature of or
on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one
or more of the counterparts. All counterparts shall collectively constitute
a single agreement.
5. Except as expressly set forth herein, this First Amendment to the
Merger Agreement shall not by implication or otherwise alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Merger Agreement, all of which shall
continue in full force and effect.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
WEYERHAEUSER COMPANY
By:/S/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
WTJ, INC.
By:/S/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
TJ INTERNATIONAL, INC.
By:/S/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
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