FAQ FOR FORMER SHAREHOLDERS OF THE PLUM CREEK TIMBER COMPANY, INC.
1. Did Plum Creek have any stock splits?
On December 6, 1993, Plum Creek conducted a 3-for-1 stock split.
2. How were Plum Creek's dividends taxed?
The taxable portion of Plum Creek dividends were taxed at the capital gains rate for most stockholders. Because the income generated by the sale of standing timber is considered capital gains, much of the income generated by Plum Creek and distributed to shareholders is taxed at capital gains rates.
3. I've been a Plum Creek shareholder for a number of years. Where do I find out how much of my dividends have been treated as return of capital?
Return of capital has been reported in Box 3 on Form 1099. Prior to Plum Creek’s conversion to a REIT in 1999, return of capital was reported in Line J on Schedule K-1. Return of capital in a particular year is the difference between the amounts reported in Column C and Column D of Line J.
4. I've misplaced my share certificates, what should I do?
Contact Computershare, the transfer agent.
5. How do I obtain replacement share certificates?
Contact Computershare, the transfer agent.
6. How do I change my address?
- If you hold the stock in "street name," contact your broker/dealer where your shares are held.
- If you are a registered shareholder, contact Computershare, the transfer agent, at (800) 254-4961.
7. I was a Plum Creek shareholder prior to the February 19, 2016 merger with Weyerhaeuser. What do I need to do to receive the Weyerhaeuser shares and dividends to which I am entitled?
- If your shares are held in “street name,” or you are a holder of book-entry shares: No action is required. On the date the merger is completed your Plum Creek shares will be tendered and Weyerhaeuser common shares will be issued to you automatically.
- If you have a physical share certificate: Within two business days after the merger, Computershare Trust Company, the exchange agent, will send you a letter of transmittal and instructions for tendering your certificates. You must return the letter, together with your Plum Creek stock certificate, to the exchange agent. The exchange agent will mail you a stock certificate for Weyerhaeuser Company. Shares of Weyerhaeuser will be issued to you electronically in book-entry form. If you prefer to receive a stock certificate, contact Computershare, the transfer agent at 800-254-4961. A fee of $40 will be charged by Computershare for the issuance of a stock certificate.
8. How do I tender my Plum Creek stock certificates?
Promptly after the merger, Computershare Trust Company, the exchange agent, will send you a letter of transmittal and instructions for tendering your certificates. You must return the letter, together with your Plum Creek stock certificate, to the exchange agent. The exchange agent will issue shares to you in book-entry.
9. At what rate are fractional shares paid out?
Weyerhaeuser will pay cash in lieu of any fractional WY common shares that a Plum Creek shareholder would have been entitled to receive. Payments will be computed as a fraction of $23.30 per share, the volume weighted average price (VWAP) of Weyerhaeuser common stock for the five trading days prior to the closing of the merger.
STOCK BASIS AND TAX ISSUES
1. How do I figure out my cost basis for Weyerhaeuser stock?
The answer depends on how you acquired Weyerhaeuser stock:
- If you purchased Weyerhaeuser common stock, your basis is, in most cases, the price you paid for Weyerhaeuser common stock.
- If you acquired Weyerhaeuser common stock in exchange for Plum Creek stock as part of the February 19, 2016 merger of the two companies, then your per-share basis in Weyerhaeuser common stock is, in most cases, equal to your per-share basis in Plum Creek common stock divided by 1.6.
- To determine your basis in Plum Creek stock:
If you purchased Plum Creek stock before July 1, 1999, your basis as of July 1, 1999, was reported on your Final Schedule K-1, which you should have received in early 2000. This amount should be reduced for any return of capital you have received as part of your dividend distributions after July 1, 1999. See an example.
- If you purchased Plum Creek stock after July 1, 1999 (the date on which Plum Creek became a REIT), your basis is, in most cases, the price you paid for Plum Creek stock less any return of capital you have received as part of your dividend distributions. See an example.
- If you received Plum Creek stock in exchange for your stock in The Timber Company and you purchased your Timber Company shares on or after December 17, 1997, your per share basis is, in most cases, the price you paid for The Timber Company stock divided by 1.37, less any return of capital you have received as part of your dividend distributions from Plum Creek. See an example.
- If you received Plum Creek stock in exchange for your stock in The Timber Company and you received your Timber Company shares as a special dividend from Georgia-Pacific Corporation on December 17, 1997, your per share basis is, in most cases, your basis in Georgia-Pacific Corporation stock purchased before December 17, 1997, multiplied by 0.28838 and divided by 1.37, less any return of capital you have received as part of your dividend distributions from Plum Creek. See an example.
2. What are the income tax consequences of the merger for U.S. holders of Plum Creek shares?
A U.S. Holder of Plum Creek common stock will not recognize any gain or loss for U.S. federal income tax purposes as a result of exchanging their Plum Creek stock for Weyerhaeuser shares, except with respect to cash received in lieu of fractional shares.
A U.S. holder that receives cash in lieu of fractional shares as part of the merger will generally recognize a capital gain or loss, computed as the cash received for the fractional share minus the portion of the holder’s tax basis in Plum Creek shares allocable to the fractional share. This will generally be a long-term capital gain or loss if the holding period for the shares of Plum Creek stock is more than one year. Cash for fractional shares will be paid when the shares are exchanged.
The above is a summary of the U.S. federal income tax consequences generally applicable to Plum Creek stockholders. Individual stockholders’ particular circumstances may vary, and you should consult your tax advisor to determine your specific tax consequences.
3. What is my tax basis for the WY shares received in exchange for Plum Creek shares?
The tax basis in Weyerhaeuser shares received in the merger will be equal to the tax basis of the Plum Creek common shares that were exchanged.
4. What is my holding period for the WY shares received in exchange for Plum Creek shares?
The holding period for Weyerhaeuser shares received in the merger includes the holding period for the Plum Creek shares that were exchanged.
5. Why is my tax basis important?
Knowing the tax basis (also known as cost basis or original purchase cost) of each of your Weyerhaeuser shares is necessary for determining your taxable gain or loss when you sell or otherwise dispose of the shares.
6. When is dividend tax information provided?
Both Plum Creek and Weyerhaeuser typically communicate tax information in mid-January through customary channels, so that brokerages may accurately provide the tax information on investors' year-end Form 1099-DIV statements. If you are a registered shareholder, the transfer agent (Computershare) mails the Form 1099-DIV to you, typically at the end of January. If you hold your shares through a brokerage account, your broker will supply your tax information in the 1099 it issues to you.
7. I don't think my Form 1099 is correct. How can I make sure?
You can verify the proper taxation of Plum Creek’s dividends for a particular year by checking this website (see History of Tax Treatment of Plum Creek Dividends). Brokers do sometimes send out end of year 1099 statements that are incorrect. If this has occurred, contact your broker to request an "amended 1099" that provides the correct information.
8. I had been a Plum Creek shareholder for a number of years, where do I find out how much of my dividends have been treated as return of capital?
- If you purchased Plum Creek stock before July 1, 1999, you will need your 1999 K-1. On Line 23 of the K-1, you will find the total value of your shares at the time of the REIT conversion. Dividing that value by the number of shares will give you your per-share cost basis at the time of the conversion. You must subsequently adjust your cost basis downward by the amount of returned capital, reported as Non-Taxable Distribution (Box 3 on your Form 1099-DIVs), that Plum Creek has distributed in subsequent tax periods. More detail is provided in the History of Tax Treatment of Plum Creek Dividends of this website.
- If you purchased shares after the REIT conversion (July 1, 1999), you will need to have your Form 1099-DIV for each year in order to determine your cost basis. The Non-Taxable Distribution (Box 3 on your Form 1099-DIV) decreases your basis each year. You must calculate your adjusted basis to calculate your gain or loss when you sell your stock. Your original purchase price, less prior year adjustments and the current year non-taxable distribution is your adjusted gross basis. Dividing the gross basis by the number of shares you own will give you the per-share cost basis.
PLEASE NOTE: If your resulting cost basis is less than zero, you must report future non-taxable distributions as capital gains, even though this form shows them as non-taxable. You should consult your tax adviser to determine what impact, if any, this may have on your tax situation for the current tax year or in future years.