CUSIP NO.

962166104

13G

Page 1 of 7

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

 

WEYERHAEUSER COMPANY

 

(Name of Issuer)

 

 

Common Shares ($1.25 par value)

 

 

(Title of Class of Securities)

 

 

962166104

 

(CUSIP Number)

 

 

December 18, 2009

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is

 

filed:

 

 

x

Rule 13d-1(b)

 

o

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's

 

initial filing on this form with respect to the subject class of securities, and

 

for any subsequent amendment containing information which would alter the

 

disclosures provided in a prior cover page.

 

 

The information required in the remainder of this cover page shall not be deemed to

 

be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934

 

("Act") or otherwise subject to the liabilities of that section of the Act but

 

shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

 

CUSIP NO.

962166104

13G

Page 2 of 7

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Franklin Mutual Advisers, LLC

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

(See Item 4)

 

 

6.

SHARED VOTING POWER

 

 

(See Item 4)

 

 

7.

SOLE DISPOSITIVE POWER

 

 

(See Item 4)

 

 

8.

SHARED DISPOSITIVE POWER

 

 

(See Item 4)

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

14,377,373

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

6.8%

 

 

12.

TYPE OF REPORTING PERSON

 

 

IA, OO (See Item 4)

 

 


 

 

CUSIP NO.

962166104

13G

Page 3 of 7

 

 

Item 1.

 

 

(a)

Name of Issuer

 

 

WEYERHAEUSER COMPANY

 

 

(b)

Address of Issuer's Principal Executive Offices

 

 

33663 Weyerhaeuser Way South

 

Federal Way, WA 98063-9777

 

 

 

Item 2.

 

 

(a)

Name of Person Filing

 

 

Franklin Mutual Advisers, LLC

 

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

101 John F. Kennedy Parkway

 

Short Hills, NJ 07078-2789

 

 

(c)

Citizenship

 

 

Delaware

 

 

(d)

Title of Class of Securities

 

 

Common Shares ($1.25 par value)

 

 

(e)

CUSIP Number

 

 

962166104

 

 


 

 

CUSIP NO.

962166104

13G

Page 4 of 7

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or

 

(c), check whether the person filing is a:

 

 

(a)

o Broker or dealer registered under section 15 of the Act (15

 

U.S.C. 78o).

 

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o Insurance company as defined in section 3(a)(19) of the Act

 

(15 U.S.C. 78c).

 

(d)

o Investment company registered under section 8 of the

 

Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

x An investment adviser in accordance with §240.13d-1(b)(1)

 

(ii)(E);

 

(f)

o An employee benefit plan or endowment fund in accordance

 

with §240.13d-1(b)(1)(ii)(F);

 

(g)

o A parent holding company or control person in accordance

 

with §240.13d-1(b)(1)(ii)(G);

 

(h)

o A savings associations as defined in Section 3(b) of the

 

Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o A church plan that is excluded from the definition of an

 

investment company under section 3(c)(14) of the Investment

 

Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

Item 4.

Ownership

 

 

The securities reported herein (the “Securities”) are beneficially owned by one or

 

more open-end investment companies or other managed accounts which, pursuant to

 

investment management contracts, are managed by Franklin Mutual Advisers, LLC

 

("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").

 

Such investment management contracts grant to FMA all investment and voting power

 

over the securities owned by such investment management clients. Therefore, FMA

 

may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owner

 

of the Securities.

 

 

Beneficial ownership by investment management subsidiaries and other affiliates of

 

FRI is being reported in conformity with the guidelines articulated by the SEC

 

staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as

 

FRI, where related entities exercise voting and investment powers over the

 

securities being reported independently from each other. The voting and investment

 

powers held by FMA are exercised independently from FRI (FMA’s parent holding

 

company) and from all other investment management subsidiaries of FRI (FRI, its

 

affiliates and investment management subsidiaries other than FMA are, collectively,

 

“FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI

 

establish informational barriers that prevent the flow between FMA and the FRI

 

affiliates of information that relates to the voting and investment powers over the

 

securities owned by their respective investment management clients. Consequently,

 

FMA and the FRI affiliates report the securities over which they hold investment

 

and voting power separately from each other for purposes of Section 13 of the Act.

 

 


 

 

CUSIP NO.

962166104

13G

Page 5 of 7

 

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each

 

own in excess of 10% of the outstanding common stock of FRI and are the principal

 

stockholders of FRI. However, because FMA exercises voting and investment powers on

 

behalf of its investment management clients independently of FRI, the Principal

 

Shareholders, and their respective affiliates, beneficial ownership of the

 

securities being reported by FMA is being attributed only to FMA. FMA disclaims any

 

pecuniary interest in any of the Securities. In addition, the filing of this

 

Schedule 13G on behalf of FMA should not be construed as an admission that it is,

 

and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any

 

of the Securities.

 

 

 

Furthermore, FMA believes that it is not a "group" with FRI, the Principal

 

Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under

 

the Act and that none of them are otherwise required to attribute to each other the

 

beneficial ownership of the Securities held by any of them or by any persons or

 

entities for whom or for which FRI subsidiaries provide investment management

 

services.

 

 

(a)

Amount beneficially owned:

 

 

14,377,373

 

 

(b)

Percent of class:

 

 

6.8%

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

Franklin Mutual Advisers, LLC:

14,377,373

 

 

(ii)

Shared power to vote or to direct the vote

 

 

0

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

Franklin Mutual Advisers, LLC:

14,377,373

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

0

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

If this statement is being filed to report the fact that as of the date

 

hereof the reporting person has ceased to be the beneficial owner of more

 

than five percent of the class of securities,

 

check the following o. Not Applicable

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

The clients of Franklin Mutual Advisers, LLC, including investment

 

companies registered under the Investment Company Act of 1940 and other

 

managed accounts, have the right to receive or power to direct the receipt

 

of dividends from, as well as the proceeds from the sale of, such

 

securities reported on in this statement.

 

 


 

 

CUSIP NO.

962166104

13G

Page 6 of 7

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

 

Security Being Reported on By the Parent Holding Company

 

 

Not Applicable

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not Applicable

 

 

Item 9.

Notice of Dissolution of Group

 

 

Not Applicable

 

 


 

 

CUSIP NO.

962166104

13G

Page 7 of 7

 

 

Item 10.

Certification

 

 

By signing below I certify that, to the best of my knowledge and belief, the

 

securities referred to above were acquired and are held in the ordinary course of

 

business and were not acquired and are not held for the purpose of or with the

 

effect of changing or influencing the control of the issuer of the securities and

 

were not acquired and are not held in connection with or as a participant in any

 

transaction having that purpose or effect.

 

 

This report shall not be construed as an admission by the person filing the report

 

that it is the beneficial owner of any securities covered by this report.

 

 

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that

 

the information set forth in this statement is true, complete and correct.

 

 

Dated:

December 21, 2009

 

 

Franklin Mutual Advisers, LLC

 

 

 

By:

/s/BRADLEY D. TAKAHASHI

 

--------------------------

 

Bradley D. Takahashi

 

Vice President of Franklin Mutual Advisers, LLC