Exhibit 4(e)
[Form of Note]
[For inclusion in Global Securities only]THIS NOTE IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
[For inclusion in Global Securities only]UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. R-_________ Principal Amount: $________
CUSIP No. 000000XX0
WEYERHAEUSER COMPANY
6% Note due 2006
WEYERHAEUSER COMPANY, a Washington corporation (the "Issuer", which term
includes in any successor thereto under the Indenture referred to below), for
value received, hereby promises to pay to __________ or registered assigns, at
the office or agency of the Issuer maintained for such purpose in the Borough of
Manhattan, The City of New York, the principal sum of ______ Dollars ($____) on
August 1, 2006, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semiannually in arrears on August 1 and February 1
of each year, commencing February 1, 2002, and at final maturity on said
principal sum at said office or agency, in like coin or currency, at the rate of
6% per annum from the August 1 or February 1, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on these Notes, in which case from August 3,
2001, until payment of said principal sum has been made or duly provided for;
provided that, if this Note is not a Global Security, payment of interest may be
made at the option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security register; and
provided, further, that if this Note is a Global Security registered in the name
of a Depositary or its nominee, payment of interest shall be made to the
Depositary or its nominee, as the case may be, in accordance with the
Depositary's procedures as in effect from time to time. Notwithstanding the
foregoing, if the
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date hereof is after July 15 or January 15, as the case may be, and before the
following August 1 or February 1, this Note shall bear interest from such August
1 or February 1; provided, that if the Issuer shall default in the payment of
interest due on such August 1 or February 1, then this Note shall bear interest
from the next preceding August 1 or February 1 to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for on
these Notes, from August 3, 2001. The interest so payable on any August 1 or
February 1 will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
at the close of business on the July 15 or January 15, as the case may be, next
preceding such August 1 or February 1. Interest on this Note shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
This Note is one of a duly authorized issue of Securities of the Issuer
issued under and pursuant to an Indenture dated as of April 1, 1986 (the
"Original Indenture"), as amended and supplemented by a First Supplemental
Indenture thereto dated as of February 15, 1991 (the "First Supplemental
Indenture") and a Second Supplemental Indenture thereto dated as of February 1,
1993 (the "Second Supplemental Indenture"; the Original Indenture, as amended
and supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and any other indentures supplemental thereto, is hereinafter called
the "Indenture"), each duly executed and delivered by the Issuer to The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of the series of Securities designated on
the face hereof (the "Notes").
The Notes may be redeemed, in whole or from time to time in part, at the
option of the Issuer on any date at a redemption price equal to the greater of:
(1) 100% of the principal amount of the Notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (exclusive of
interest accrued to the applicable Redemption Date) discounted to that
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 20 basis
points,
plus, in the case of both clause (1) and clause (2) above, accrued and unpaid
interest on the principal amount of the Notes being redeemed to such Redemption
Date; provided, however, that payments of interest on the Notes that are due and
payable on or prior to a date fixed for redemption of Notes will be payable to
the Holders of those Notes registered as such at the close of business on the
relevant record dates according to their terms and the terms and provisions of
the Indenture. Any such redemption shall be effected in accordance with the
terms and conditions set forth in the Indenture.
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As used in this Note, the following terms have the meanings set forth
below:
"Treasury Rate" means, with respect to any Redemption Date for the Notes,
(1) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the Final Maturity Date for the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the
nearest month), or
(2) if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Redemption Date.
The Treasury Rate shall be calculated on the third Business Day preceding the
applicable Redemption Date. As used in the immediately preceding sentence and
in the definition of "Reference Treasury Dealer Quotations" below, the term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close.
"Comparable Treasury Issue" means, with respect to any Redemption Date for
the Notes, the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Notes to be
redeemed.
"Comparable Treasury Price" means, with respect to any Redemption Date for
the Notes, (1) the average of four Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Final Maturity Date" means August 1, 2006.
"Independent Investment Banker" means, with respect to any Redemption Date
for the Notes, Xxxxxx Xxxxxxx & Co. Incorporated and its successors or X.X.
Xxxxxx Securities Inc. and its successors, whichever shall be selected by the
Trustee after consultation with the Issuer, or, if both such firms or the
respective successors, if any, to such firms, as the case may be, are
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unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Issuer.
"Redemption Date" means, with respect to any Note or portion thereof to be
redeemed, the date fixed for such redemption pursuant to the Indenture and the
Notes.
"Reference Treasury Dealer" means, with respect to any Redemption Date for
the Notes, Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. and
their respective successors (provided, however, that if any such firm or any
such successor, as the case may be, shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Trustee,
after consultation with the Issuer, shall substitute therefor another Primary
Treasury Dealer), and two other Primary Treasury Dealers selected by the Trustee
after consultation with the Issuer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding that Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the applicable Redemption Date to each Holder of the Notes to be
redeemed at the Holder's registered address. If less than all the Notes are to
be redeemed at the option of the Issuer, the Trustee will select, in a manner it
deems fair and appropriate, the Notes, or portions of the Notes, to be redeemed.
Unless the Issuer defaults in payment of the redemption price (including
interest accrued to the applicable Redemption Date), on and after the applicable
Redemption Date interest will cease to accrue on the Notes or portions of the
Notes called for redemption on that Redemption Date.
Notwithstanding the provisions of Section 12.2 of the Indenture, any notice
of redemption of the Notes need not set forth the redemption price but only the
manner of calculation thereof. The Issuer will notify the Trustee of the
redemption price promptly after the calculation thereof. The Trustee shall have
no responsibility for such calculation.
In case an Event of Default (as defined in the Indenture) with respect to
the Notes shall have occurred and be continuing, the principal hereof and
accrued and unpaid interest hereon may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each such series; provided, that no such supplemental
indenture shall, among other things, (i) extend the final maturity of
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any Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of any interest thereon, or reduce any amount payable
on the redemption thereof, or make the principal thereof or the interest thereon
payable in any coin or currency other than that provided in the Securities or in
accordance with the terms thereof, or impair or affect the rights of any Holder
to institute suit for the payment thereof, without the consent of the Holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities
the Holders of which are required to consent to any such supplemental indenture
without the consent of the Holder of each Security so affected. It is also
provided in the Indenture that, with respect to certain defaults or Events of
Default, prior to any declaration accelerating the maturity of the Securities of
any series, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series (or, in the case of certain defaults or
Events of Default, all or certain series of the Securities) may on behalf of the
Holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default
and its consequences. The preceding sentence shall not, however, apply to a
default or Event of Default in respect of the payment of the principal of or
premium, if any, or interest on any of the Securities or a default or Event of
Default in respect of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the Holder of each Security affected.
Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor or on registration of transfer
hereof, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000. Notes may be exchanged for a
like aggregate principal amount of Notes of other authorized denominations upon
surrender of the Notes to be exchanged at the agency of the Issuer maintained
for that purpose in the Borough of Manhattan, The City of New York in the manner
and subject to the limitations provided in the Indenture, without charge except
for any tax or other governmental charge that may be imposed in connection
therewith.
The Notes are not subject to any sinking fund.
Upon due presentment for registration of transfer of this Note at the
agency of the Issuer maintained for that purpose in the Borough of Manhattan,
The City of New York, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge that may be imposed in
connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon),
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for the purpose of receiving payment of, or on account of, the principal hereof
and premium, if any, and, subject to the provisions of the first paragraph
hereof, interest hereon and for all other purposes, and neither the Issuer nor
the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or in any Security, or because of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, of the Issuer or of any successor entity, either directly
or through the Issuer or any successor entity, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.
This Note shall be governed by and construed in accordance with the laws of
the State of New York, except as may otherwise be required by mandatory
provisions of law.
Terms used in this Note which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
The Indenture contains provisions whereby the Issuer may be discharged from
its obligations with respect to the Notes, subject to exceptions, if the Issuer
deposits with the Trustee cash or U.S. Government Obligations in the amount and
in the manner, and satisfies certain other conditions, as in the Indenture
provided.
This Note shall not be valid or obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under the Indenture by manual signature of an authorized officer of
the Trustee.
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IN WITNESS WHEREOF, Weyerhaeuser Company has caused this instrument to be
signed and its corporate seal attested by the manual or facsimile signatures of
its duly authorized officers and has caused its corporate seal (or a facsimile
thereof) to be affixed hereunto or imprinted hereon.
Dated:
WEYERHAEUSER COMPANY
[SEAL]
By:
-------------------------------------
Name:
Title:
Attest:
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Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By
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Authorized Officer
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT - ________ Custodian ______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right of survivorship Under Uniform Gifts to
and not as tenants in common Minors Act ______________
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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the within security and all rights thereunder, hereby irrevocably constituting
and appointing
Attorney
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to transfer said security on the books of the Issuer with full power of
substitution in the premises.
Dated: Signed:
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Notice: The signature to this assignment must correspond with the name as
it appears upon the face of the within security in every particular,
without alteration or enlargement or any change whatever.
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