<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Weyerhaeuser Company (example: XYZ COMPANIES INC.)
--------------------------------
(Name of Registrant as Specified
In Its Charter)
Weyerhaeuser Company (example: XYZ COMPANIES INC.)
--------------------------------
(Name of Person(s) Filing Proxy
Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- ------------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule, or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Notice of
1994 Annual Meeting
of Shareholders
and Proxy Statement
(LOGO OF WEYERHAEUSER APPEARS HERE)
<PAGE>
Dear Shareholder:
You are cordially invited to attend your Company's annual meeting of
shareholders at 9:00 a.m., Thursday, April 21, 1994, at the Corporate
Headquarters Building, Federal Way, Washington. A map showing the
access route to the Building from Interstate Highway No. 5 is on the
back cover.
A notice of the annual meeting and the proxy statement follow. You
will also find enclosed a proxy card and an envelope in which to return
it. If you cannot attend or if you plan to be present but want the
proxy holders Don C. Frisbee, Director, E. Bronson Ingram, Director and
George H. Weyerhaeuser, Chairman of the Board, to vote your shares,
please sign, date and return the proxy card at your earliest
convenience.
For the benefit of those who do not attend, a report of the meeting
will be mailed with the first quarter report.
Sincerely,
(SIGNATURE OF JOHN W. CREIGHTON, JR. APPEARS HERE)
President
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------
The annual meeting of the shareholders of Weyerhaeuser Company will
be held at the Corporate Headquarters Building, Federal Way, Washington
on Thursday, April 21, 1994, at 9:00 a.m. for the following purposes:
1. To elect four directors for terms expiring in 1997, and one
director for a term expiring in 1995; presented on page 1.
2. To consider and act upon two shareholder proposals, if properly
presented
. Item 2 on the Form of Proxy--adoption of CERES Principles,
presented on page 12.
. Item 3 on the Form of Proxy--proposal relating to the
Shareholder Rights Plan, presented on page 14.
3. To transact such other business as may properly come before the
meeting.
All shareholders are cordially invited to attend the meeting,
although only those holders of common shares of record at the close of
business on February 25, 1994, will be entitled to vote at the meeting.
Those of you who are hearing impaired or require other assistance
should write the Secretary of the Company regarding your requirements
in order to participate in the meeting.
SANDY D. McDADE
Secretary
Federal Way, Washington
March 7, 1994
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
Tacoma, Washington 98477
(206) 924-5273
(First Mailed March 7, 1994)
The enclosed proxy is solicited by the Board of Directors of
Weyerhaeuser Company (the "Company") for use at the annual meeting of
shareholders to be held on Thursday, April 21, 1994. A proxy may be
revoked by notice in writing to the Secretary at any time before it is
voted, and, if not revoked, will be voted as directed by the
shareholder. As of February 25, 1994, the record date for the
determination of shareholders entitled to vote at the annual meeting,
there were outstanding 205,558,569 common shares, par value $1.25 per
share ("common shares"), each of which entitles the holder to one vote.
Each share outstanding on the record date is entitled to one vote per
share at the 1994 annual meeting of shareholders. Under Washington law
and the Company's Articles of Incorporation, if a quorum is present at
the meeting: (i) the five nominees for election as directors who
receive the greatest number of votes cast for the election of directors
at the meeting by the shares in person or represented by proxy at the
meeting and entitled to vote shall be elected directors and (ii) the
shareholder proposals set forth in this proxy statement will be
approved if the number of votes cast in favor of the matter exceeds the
number of votes cast against it. In the election of directors, any
action other than a vote for a nominee will have the practical effect
of voting against the nominee. Abstention from voting or nonvoting by
brokers will have no effect on the approval of the shareholder
proposals because abstentions and "broker non-votes" do not represent
votes cast by shareholders.
The Company's annual report to shareholders for 1993 is being mailed
with this proxy statement to shareholders entitled to vote at the 1994
annual meeting.
ELECTION OF DIRECTORS
The Articles of Incorporation provide that the directors of the
Company be classified, with respect to the term for which they
severally hold office, into three classes, each class to be as nearly
equal in number as possible; and that at each annual meeting of the
shareholders of the Company the successors to the class of directors
whose terms expire at that meeting shall be elected to hold office for
terms expiring at the third annual meeting of shareholders after their
election by the shareholders. The Board of Directors is authorized to
fix the number of directors within the range of 9 to 13 members, and
has fixed the number at ten. Four of the nominees identified below are
the nominees comprising the class to be elected at the 1994 annual
meeting for three-year terms expiring at the 1997 annual meeting. The
nominee for election to the remaining term of the 1995 class shall
serve until his term expires at the 1995 annual meeting. All of the
nominees are currently directors of the Company elected by the
shareholders except Mr. Sinkfield who was elected a Director on June
11, 1993.
Unless otherwise instructed, it is intended that the shares
represented by properly executed proxies in the accompanying form will
be voted for the individuals nominated by the Board of Directors.
Although the Board of Directors anticipates that the listed nominees
will be able to serve, if at the time of the meeting any such nominee
is unable or unwilling to serve, such shares may be voted at the
discretion of the proxies for a substitute nominee.
1
<PAGE>
NOMINEES FOR ELECTION--TERM TO EXPIRE IN 1997
William H. Clapp--Mr. Clapp, 52, a director of the Company since 1981,
is chairman and president of Matthew G. Norton Co. (investments and
real estate). He is also a director of Alaska Air Group, Inc. and its
subsidiary, Alaska Airlines, Inc., McDonald Industries, Inc., and
RESULTS.
John W. Creighton, Jr.--Mr. Creighton, 61, a director of the Company
since 1988, has been the Company's president since 1988, and chief
executive officer since 1991. He is also a director of MIP Properties,
Inc., Portland General Corporation, Quality Foods Centers, Inc. and
Washington Energy Company.
W. John Driscoll--Mr. Driscoll, 64, a director of the Company since
1979, is chairman of Rock Island Company (private investment company).
He is also a director of Comshare Incorporated, MIP Properties, Inc.,
Northern States Power Company, John Nuveen & Company and The St. Paul
Companies, Inc.
E. Bronson Ingram--Mr. Ingram, 62, a director of the Company since
1967, is chairman and chief executive officer of Ingram Industries Inc.
(microcomputer, book and video distribution, and inland barging). He is
also a director of NationsBank Corporation and president of the Board
of Trust of Vanderbilt University.
NOMINEE FOR ELECTION--TERM TO EXPIRE IN 1995
Richard H. Sinkfield--Mr. Sinkfield, 51, a director of the Company
since June, 1993, is a senior partner in the law firm of Rogers and
Hardin in Atlanta, Georgia and has been a partner in the firm since
1976. He is a member of the Board of Trust of Vanderbilt University and
of the Board of Governors of the State Bar of Georgia. He is a former
chairman of the Board of Atlanta Urban League, Inc.
CONTINUING DIRECTORS--TERM EXPIRES IN 1995
Philip M. Hawley--Mr. Hawley, 68, a director of the Company since 1989,
was chairman and chief executive officer of Carter Hawley Hale Stores,
Inc. (retailing) until his retirement in 1993. He is also chairman of
the California Retailers Association. On February 11, 1991, Carter
Hawley Hale Stores, Inc. filed a voluntary petition in Bankruptcy Court
for relief under Chapter 11 of Title 11 of the United States Code.
Their Plan of Reorganization was confirmed on September 14, 1992 and
became effective October 8, 1992. He is a director of American
Telephone and Telegraph Company, Atlantic Richfield Company,
BankAmerica Corporation and its subsidiary, Bank of America NT&SA and
Johnson & Johnson.
William D. Ruckelshaus--Mr. Ruckelshaus, 61, a director of the Company
since 1989, has been chairman and chief executive officer of Browning-
Ferris Industries, Inc. (waste services) since October 1988, and
president of William D. Ruckelshaus Associates since 1987. He was
Administrator, Environmental Protection Agency in the period 1983-1985
and a senior vice president of the Company in the period 1976-1983. He
is also a director of Cummins Engine Company, Inc., Monsanto Company,
Nordstrom, Inc. and Texas Commerce Bancshares, Inc.
CONTINUING DIRECTORS--TERM EXPIRES IN 1996
Don C. Frisbee--Mr. Frisbee, 70, a director of the Company since 1983,
is chairman emeritus of PacifiCorp (formerly Pacific Power & Light
Company) and was chief executive officer until his retirement in 1989.
He is also a director of First Interstate Bancorp and its subsidiary,
First
2
<PAGE>
Interstate Bank Northwest Region, Precision Castparts Corp. and
Standard Insurance Company, and chairman of the Board of Trustees of
Reed College.
John I. Kieckhefer--Mr. Kieckhefer, 49, a director of the Company since
1990, has been president of Kieckhefer Associates, Inc. (investment and
trust management) since 1989 and was senior vice president prior to
that time. He has been engaged in commercial cattle operations since
1967 and is a trustee of J. W. Kieckhefer Foundation, an Arizona
charitable trust.
George H. Weyerhaeuser--Mr. Weyerhaeuser, 67, has been the Company's
chairman since 1988. He joined the Company in 1949, became its
president in 1966 and was chief executive officer from 1966 to 1991. He
has been a director since 1960. He is also a director of The Boeing
Company, Chevron Corporation and SAFECO Corporation and a member of The
Business Council.
Messrs. Creighton, Frisbee, Ingram and Weyerhaeuser are members of
the Executive Committee of which Mr. Weyerhaeuser is chairman. The
Executive Committee, which met on four occasions and acted by consent
in lieu of meeting on two occasions in 1993, has the powers and
authority of the Board of Directors in the interval between Board of
Directors meetings except to the extent limited by law.
Messrs. Clapp, Ingram, Ruckelshaus and Sinkfield are members of the
Accounting and Reporting Standards Committee of which Mr. Ingram is
chairman. The Accounting and Reporting Standards Committee, which met
on two occasions in 1993, has responsibility for recommending to the
Board of Directors the firm of independent auditors to be retained by
the Company; and discussing with the independent and internal auditors
the scope and results of their respective audits and management's
efforts concerning the Company's accounting, financial and operating
controls; with the independent auditors and management the Company's
accounting and reporting policies and practices, and business risks
that may affect the financial reporting process; with management and
the independent and internal auditors the risk of fraudulent financial
reporting and management's efforts to minimize losses due to fraud or
theft; and with the Company's chief legal officer compliance with the
Company's business conduct policies and procedures.
Messrs. Driscoll, Frisbee, Hawley and Kieckhefer are members of the
Compensation Committee of which Mr. Frisbee is chairman. The
Compensation Committee, which met on four occasions in 1993, has
responsibility for reviewing the compensation of the Company's
directors and chief executive officer; reviewing the salaries of
Company officers and certain other position levels; and administering
the Company's stock option and incentive compensation plans.
Messrs. Driscoll, Ingram, Ruckelshaus and Weyerhaeuser are members of
the Nominating and Management Organization Committee of which Mr.
Driscoll is chairman. The Nominating and Management Organization
Committee, which met on two occasions in 1993, has responsibility for
reviewing, advising and recommending candidates for election to the
Board of Directors and for senior management succession planning. The
Committee will consider nominees recommended by shareholders. If a
shareholder wishes to recommend a nominee for the Board of Directors,
he or she should write to the Secretary of the Company specifying the
name of the nominee and the nominee's qualifications for membership on
the Board of Directors. All such recommendations will be brought to the
attention of the Nominating and Management Organization Committee.
3
<PAGE>
The Board of Directors of the Company met on six occasions in 1993.
All of the directors, except for Mr. Ruckelshaus and Mr. Sinkfield,
attended at least 75% of the total meetings of the Board and the
committees on which they served. Mr. Ruckelshaus attended five of the
six Board of Directors meetings but was unable to attend several
committee meetings due to scheduling conflicts. Mr. Sinkfield was
elected a director in June but was unable to attend one of the three
1993 Board of Directors meetings held following his election.
DIRECTORS' COMPENSATION
Each director, other than Mr. Creighton, receives for service as a
director an annual fee of $25,000, fees of $1,500 for attending Board
of Directors meetings and $1,000 for attending board committee
meetings, and reimbursement of travel expenses in connection with
meetings. Committee chairmen receive an additional annual fee of
$5,000. Mr. Weyerhaeuser receives as Chairman of the Board of Directors
an additional annual fee of $100,000. Under the Fee Deferral Plan for
Directors, nonemployee directors of the Company may from time to time
elect to defer receipt of all or a portion of fees for services as a
director and elect between interest bearing and phantom stock accounts
as the investment vehicle for deferred fees. The Fee Deferral Plan is
administered by the Compensation Committee.
BENEFICIAL OWNERSHIP OF COMMON SHARES
<TABLE>
<CAPTION>
Voting and/or
Dispositive Powers Percent
Name of Individual or Identity of Group (Number of common shares) of class
------------------------------------------------------------------------------
<S> <C> <C>
Charles W. Bingham 129,673 *
William H. Clapp 204,843 *
William R. Corbin 13,763 *
John W. Creighton, Jr. 296,470 *
W. John Driscoll 3,454,405 1.7
Don C. Frisbee 2,650 *
Philip M. Hawley 1,000 *
E. Bronson Ingram 295,866 *
Norman E. Johnson 52,699 *
John I. Kieckhefer 2,912,779 1.4
William D. Ruckelshaus 1,600 *
Richard H. Sinkfield 0 *
William C. Stivers 81,577 *
George H. Weyerhaeuser 2,782,325 1.4
Directors and executive officers
as a group (16 individuals) 10,334,930 5.0
------------------------------------------------------------------------------
</TABLE>
*Denotes amount is less than 1%
The foregoing table shows as of January 21, 1994 for each of the
directors, nominees and executive officers and, as a group, for the
directors, nominees and incumbent executive officers of the Company,
the amounts of common shares of the Company with respect to which the
respective directors, and the members of the group in the aggregate,
have, within the meaning of Rule 13d-3 adopted by the Securities and
Exchange Commission, the power to vote or cause disposition of the
shares and, in the case of Mr. Bingham with respect to 113,143 common
shares, in the case of Mr. Corbin with respect to 13,750 common shares,
in the case of Mr. Creighton with respect to 253,779 common shares, in
the case of Mr. Johnson with respect to 48,100 common shares, in the
case of Mr. Stivers with respect to 78,101 common shares, in the
4
<PAGE>
case of Mr. Weyerhaeuser with respect to 323,304 common shares and of
the group with respect to 926,018 common shares, the number of shares
that could be acquired within 60 days after January 21, 1994, pursuant
to outstanding stock options. With respect to the following numbers of
common shares, which are reflected in the table above, the indicated
directors and nominees share voting and dispositive powers with one or
more other persons: Mr. Clapp, 129,955 shares; Mr. Driscoll, 2,370,401
shares (including 215,263 shares as to which he shares fiduciary powers
with Mr. Weyerhaeuser); Mr. Frisbee, 2,013 shares; Mr. Ingram, 34,043
shares; Mr. Kieckhefer, 2,914,037 shares; and Mr. Weyerhaeuser,
2,431,334 shares (including 215,263 shares as to which he shares
fiduciary powers with Mr. Driscoll). Beneficial ownership of shares
included in the foregoing table is disclaimed by certain of the
individuals listed as follows: Mr. Driscoll, 3,329,067 shares; Mr.
Ingram, 34,043 shares; Mr. Kieckhefer, 2,580,531 shares.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE MANAGEMENT COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent, outside directors.
The Committee is responsible for establishing and overseeing the
Company's executive compensation programs.
Compensation Principles Applicable to Executive Officers
The Committee bases executive officer compensation on the same
guiding principles used to determine compensation programs for all
employees.
1. Competitive pay and benefits that allow the Company to:
A. Attract and retain people with the skills critical to the
long-term success of the Company.
B. Maintain compensation costs that are competitive.
2. Pay for performance to motivate and reward individual and team
performance in attaining business objectives and maximizing
shareholder value.
Executive Officer Compensation Practices
Compensation for executive officers is designed around the above
principles and includes four components: 1) base salary, 2) annual
performance incentive, 3) long-term incentive, and 4) benefits. Each
year the Committee compares each component and the total compensation
package to the pay practices of competitors. The Committee considers
the total compensation package in establishing the target level of
compensation for each component. This process includes evaluation of
the Company's and its segments performance against goals and the
performance of the industry comparison group.
The Committee uses an industry comparison group for compensation
purposes. All but two of the companies in the S&P Paper and Forest
Products Group used for the performance graph on page 10 are in the
comparison group. Two companies do not participate in the major
industry compensation surveys and cannot be included in the industry
comparison group. Three other companies not in the S&P Paper and Forest
Products Group which do participate in those surveys are included in
the industry comparison group.
Base Salary. The Company uses compensation surveys of the industry
comparison group to assign a salary range to each salaried job,
including executive officer positions. Salary range mid-points are
targeted to be at the median (the 50th percentile) compared to salaries
in the
5
<PAGE>
industry comparison group so positions are placed in salary ranges with
mid-points that approximate competitive base pay practice.
The Committee reviews and approves all salary changes for executive
officers. The Committee bases its approval of individual salary changes
on: 1) performance of the executive, 2) position of the executive in
the assigned pay range, 3) experience, and 4) the salary budget for the
Company. Due to a combination of these factors, current salaries of the
executive officers on average are slightly below the median salaries of
similar executives in the industry comparison group.
Annual Incentive. The Company uses annual performance incentives to
focus management on achieving financial and operating results. Based on
competitive practice for similar jobs, the Committee assigns each
executive officer position a target bonus that is in the range of 35 to
55 percent of base salary.
At the beginning of each year, the Committee approves a Company
earnings target for the year that, if achieved, will fund a bonus pool
equal to the sum of the target bonuses for the executive group. The
Committee also establishes earnings levels that would result in no
bonus funding ("threshold") and maximum funding (200 percent of target
bonus). The Committee sets these earnings targets based on: 1) the cost
of capital, 2) expected performance of the industry, 3) the Company's
relative performance, and 4) the earnings plan for the year. Bonuses
are not paid unless the earnings threshold is achieved.
At the end of each year, actual Company performance compared to these
earnings targets determines a preliminary bonus pool for the executive
management group. The Committee then uses its discretion to determine
the final bonus pool and each individual executive officer's bonus. The
Committee bases these decisions on its subjective judgment of: 1) the
Company's progress against strategic and operating goals, and 2)
Company performance in terms of both return on assets and total
shareholder return compared to the industry comparison group.
The Committee has not established quantitative weighting for each of
the various performance targets used to determine final bonus funding.
The Committee uses its subjective judgment regarding the importance and
difficulty of achieving the various goals throughout the year.
Generally, the Company earnings relative to target was the primary
measurement used to determine the final funding and individual payments
for 1993 performance. The earnings target approved by the Committee for
1993 bonus funding was exceeded and funding for the plan was determined
to be appropriate at a level slightly above target funding.
Long-Term Incentive. The primary purpose of the long-term incentive
plan is to link management pay with the long-term interests of
shareholders. The Committee is currently using stock options to achieve
that link. The issuance of options at 100 percent of the fair market
value assures that executives will receive a benefit only when stock
price increases.
As with the other components of compensation, the Committee
establishes a target level of stock options for each executive
position. This target is based on competitive data indicating the
estimated median value of long-term compensation for executives in the
industry comparison group. In determining annual stock option grants,
the Committee makes an award above or below target based on their
subjective evaluation of the individual's performance, their potential
to improve shareholder value, the number of shares granted to the
individual in the past three years and their total number of
outstanding shares.
The Committee has studied the new federal tax legislation which
limits the deduction available to public companies for compensation
paid to certain senior executives in excess of
6
<PAGE>
one million dollars. Under proposed regulations promulgated by the
Internal Revenue Service, any gain from the exercise of stock options
or stock appreciation rights granted under the Long-Term Incentive Plan
will be excluded from the calculation of the compensation subject to
the limit through 1996 unless there is a material amendment to the
Plan. In order to maintain the current flexibility to adjust incentive
payments, the Committee does not presently plan to amend the annual
incentive plan to meet the exemption requirements. Due to deferral
elections by the CEO, the deductibility of his compensation paid in
1994 is not expected to be affected by the tax legislation.
CEO Compensation
The salary range for the CEO position is developed by using actual
salary information from the industry comparison group available through
salary surveys and proxy statements. Mr. Creighton's salary was
increased to $700,000 in 1993. The Committee used its judgment to
determine this amount based on several factors: 1) prior to the
increase, Mr. Creighton's salary was below the minimum of his salary
range as determined by base salaries paid to other CEO's in the
industry comparison group, 2) the Committee's subjective and positive
evaluation of his performance since becoming CEO, 3) the Company's
strong financial and total shareholder return performance in 1992. The
Committee recommended the increase to the Board which approved it.
The Committee recommended to the Board Mr. Creighton's 1993 bonus on
the same factors used for the other executive officers in the company
and evaluated his performance based on attainment of Company financial
and strategic goals established each year. Mr. Creighton's target bonus
is 55 percent of his salary.
Based on 1993 Company financial performance, which exceeded the
established targets, and the Committee's evaluation of Mr. Creighton's
performance, the Committee recommended and the Board approved for Mr.
Creighton an annual cash incentive of $430,000. This award represents
112% of his target award under the annual incentive plan.
For the long-term incentive component of Mr. Creighton's
compensation, the Committee granted in 1993 to Mr. Creighton 75,000
stock options under the 1992 Long-Term Incentive Compensation Plan. In
awarding this grant, the Committee considered 1) a competitive annual
award of long-term incentives for CEO's in the industry comparison
group, 2) the strong financial and total shareholder return performance
of the Company relative to its competitors, 3) a strong focus on
maximizing shareholder value and, 4) the number of shares granted to
him in the past three years and his total number of outstanding
options.
Don C. Frisbee W. John Driscoll Philip M. Hawley John I. Kieckhefer
Chairman
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- -----------------------------
Awards Payouts
--------------------- -------
Securities
Other Restricted Underlying All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 1993 682,740 430,000 -- None 75,000 None 6,296
CEO/President 1992 598,357 330,000 -- None 50,000 None 4,364
1991 536,987 0 -- None 50,000 None 4,238
C.W. Bingham 1993 371,979 224,000 -- None 30,000 None 6,296
Executive VP 1992 350,038 223,800 -- None 30,000 None 4,364
1991 339,567 0 -- None 20,000 None 4,238
W.R. Corbin 1993 302,246 192,000 -- None 30,000 None 3,052
Executive VP 1992(2) 115,069 105,000 -- None 25,000 None None
W.C. Stivers 1993 268,781 134,000 -- None 25,000 None 6,296
Sr. VP/CFO 1992 242,795 145,800 -- None 25,000 None 4,364
1991 232,362 0 -- None 15,000 None 4,238
N.E. Johnson 1993 254,301 107,000 -- None 15,000 None 6,296
Sr. VP 1992 224,461 107,100 -- None 15,000 None 4,364
1991 218,362 0 -- None 13,000 None 4,238
-------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column are the Company contribution to individual
401(k) accounts.
(2) Mr. Corbin began working for the Company on August 1, 1992.
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------
No. of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Grant Date
Granted(1) Fiscal Year Price Expiration Present Value(2)
Name (#) (%) ($) Date ($)
(A) (B) (C) (D) (E) (F)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.W. Creighton, Jr...... 75,000 6.7 42.3125 02/09/03 1,138,500
C.W. Bingham............ 30,000 2.7 42.3125 02/09/03 455,400
W.R. Corbin............. 30,000 2.7 42.3125 02/09/03 455,400
W.C. Stivers............ 25,000 2.2 42.3125 02/09/03 379,500
N.E. Johnson............ 15,000 1.3 42.3125 02/09/03 227,700
---------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1993 are exercisable starting 12 months after
the grant date, with 25 percent of the shares covered thereby
becoming exercisable at that time and with an additional 25 percent
of the option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth
anniversary date. The options were granted for a term of 10 years,
subject to earlier termination in certain events related to
termination of employment.
(2) The estimated grant date present value reflected in the above table
is determined using the Black-Scholes Model. The material
assumptions and adjustments incorporated in the Black-Scholes Model
in estimating the value of the options reflected in the above table
include the following:
. An exercise price of the option of $42.3125 equal
to the fair market value of the underlying stock on
the date of grant;
. An interest rate of 6.26% that represents the
interest rate on a U.S. Treasury security with a
maturity date corresponding to that of the option
term;
. Volatility of 30% calculated using daily stock
prices for the one-year period prior to the grant
date;
. A dividend yield of $1.20 per share, representing
the annualized dividends paid with respect to a
share of common stock at the date of grant.
. Estimated time to exercise of 10 years (full term
of option).
The ultimate values of the options will depend on the future market
price of the Company's stock. The actual value, if any, an optionee
will realize upon exercise of an option will depend on the excess
of the market value of the Company's common stock over the exercise
price on the date the option is exercised.
9
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
at FY-End at FY-End(2)
--------------------------- ---------------------------
Shares Acquired Value
on Exercise(1) Realized Exerciseable Unexerciseable Exerciseable Unexerciseable
Name (#) ($) (#) (#) ($) ($)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 8,369 172,064 242,860 112,499 4,336,969 406,398
C.W. Bingham 25,285 398,812 105,643 52,500 1,679,342 246,094
W.R. Corbin -- -- 6,250 48,750 73,047 286,641
W.C. Stivers 9,957 232,537 71,851 43,750 1,240,290 205,078
N.E. Johnson 15,760 285,273 44,350 26,250 708,823 123,047
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of securities underlying options/SARs exercised
(2) Based on a fair market value at fiscal year end of $44.5625
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG WEYERHAEUSER COMPANY, S&P 500, AND S&P PAPER AND FOREST PRODUCTS GROUP
<CAPTION>
Measurement period Weyerhaeuser S&P S&P Paper
(Fiscal year Covered) Company 500 and Forest
- --------------------- ------------ -------- ----------
<S> <C> <C> <C>
Measurement PT -
12/31/88 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/89 $ 114.77 $ 131.59 $ 121.31
FYE 12/31/90 $ 95.71 $ 127.49 $ 109.64
FYE 12/31/91 $ 125.87 $ 166.17 $ 139.04
FYE 12/31/92 $ 174.62 $ 178.81 $ 158.97
FYE 12/31/93 $ 217.38 $ 196.75 $ 175.25
</TABLE>
10
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated Average Annual Retirement Benefit(1)
---------------------------------------------------------------------
Average Annual Years of Service
compensation During -----------------------------------------------
Highest 5 Years 15 20 25 30 35 40
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 43,296 57,728 72,161 86,593 101,025 111,025
300,000 65,796 87,728 109,661 131,593 153,525 168,525
400,000 88,296 117,728 147,161 176,593 206,025 226,025
500,000 110,796 147,728 184,661 221,593 258,525 283,525
600,000 133,296 177,728 222,161 266,593 311,025 341,025
700,000 155,796 207,728 259,661 311,593 363,525 398,525
800,000 178,296 237,728 297,161 356,593 416,025 456,025
900,000 200,796 267,728 334,661 401,593 468,525 513,525
1,000,000 223,296 297,728 372,161 446,593 521,025 571,025
---------------------------------------------------------------------
</TABLE>
(1) Estimated annual benefits payable upon retirement at age 65
(before giving effect to applicable Social Security benefits)
under the Retirement Plan and Supplemental Retirement Plan to
individuals having the specified years of credited service and
the indicated average annual salaries.
The Company's Retirement Plan for Salaried Employees (the "Retirement
Plan") is a noncontributory, defined benefit pension plan for salaried
employees under which normal retirement is at age 65 and early
retirement can be elected by any participant who has reached age 55 and
has at least 10 years of vesting service. The annual retirement benefit
payable upon normal retirement is equal to (i) 1% of the participant's
average annual salary for the highest five consecutive years during the
ten calendar years before retirement, plus (ii) .5% of such highest
average annual salary in excess of the participant's Social Security
wage base (as such term is defined in the Retirement Plan), multiplied
by the number of years of credited service. The benefit payable upon
early retirement is a percentage of the benefit that would be payable
upon normal retirement and ranges from 72% at age 55 with less than 30
years of vesting service, to 100% at age 62. The benefit in part (ii)
of the formula described above, for benefit accruals after 1988, is
subject to greater reduction for early retirement and the number of
years of credited service is limited to 35. Joint and survivor
elections may be made under the Retirement Plan. A participant in a
defined benefit pension plan is generally limited under the Internal
Revenue Code to an annual benefit at Social Security normal retirement
age of the lesser of (i) $112,221 (subject to adjustment) or (ii) 100%
of the participant's average compensation during the consecutive three-
year period in which he received the highest compensation. Further
reduction may be required for retirement prior to the Social Security
normal retirement age. Salary used in calculating retirement benefits
is average annual salary for the highest five consecutive years during
the ten calendar years before retirement.
Employees nominated by the Chief Executive Officer and approved by
the Compensation Committee are eligible to participate in the
Supplemental Retirement Plan (the "Supplemental Plan"). Supplemental
Plan benefits, which are paid outside the Retirement Plan from the
general funds of the Company, are determined by applying to incentive
compensation paid in the five highest consecutive calendar years during
the ten calendar years before retirement of total compensation (base
salary plus any award under the Company's Comprehensive Incentive
Compensation Plan) the formula for determining Retirement Plan
benefits. The Supplemental Plan also includes benefits which exceed the
Internal Revenue Code limitations described above.
11
<PAGE>
If each of the executive officers named in the Summary Compensation
table had retired in 1993, the five-year average compensation used to
calculate retirement benefits would average 73% of total compensation
set forth in such table and the final average compensation used to
calculate retirement benefits for the named individuals in the table
would have been, respectively, J. W. Creighton, Jr., $713,348, C. W.
Bingham, $464,044, W. R. Corbin, $371,854, W. C. Stivers, $289,377, and
N. E. Johnson, $276,392. The credited years of service for those
individuals in the table are, respectively, 23.2, 33.5, 1.4, 23.2 and
24.4 years. Pursuant to an arrangement with Mr. Johnson, the years of
credited service include service he is entitled to under a non-
qualified supplemental retirement benefit calculated based on the terms
of the retirement plan with respect to his service with the Company
prior to 1967.
Pursuant to an agreement with Mr. Corbin, who became the Company's
Executive Vice President, Wood Products in 1992, he was paid a bonus
for 1992 of $105,000. In addition, Mr. Corbin will be paid a non-
qualified supplemental retirement benefit calculated under the terms of
the Retirement Plan but providing 2.5 years of credit for benefit
calculation and vesting purposes during the first five years of his
service with the Company, less amounts paid to him under the Retirement
Plan. In the event Mr. Corbin is terminated by the Company he will be
entitled to a severance payment the value of which initially equaled 24
months of base pay and decreases with each month of his employment to a
minimum of 12 months of base pay when he has 24 months or more of
service. Prior to joining the Company, Mr. Corbin had been employed
with International Paper Company as vice president and general manager
of land and timber and president of IP Timberlands, Ltd.
ITEM 2. SHAREHOLDER PROPOSAL--ADOPTION OF CERES PRINCIPLES
The American Baptist Home Mission Society, P.O. Box 851, Valley
Forge, Pennsylvania 19482-0851, a shareholder, has stated its intention
to present a proposal at the 1994 annual meeting. The Women's Division
of the General Board of Global Ministries of the United Methodist
Church, 475 Riverside Drive, New York, New York 10115, Our Lady of
Lourdes Medical Center, 1600 Haddon Avenue, Camden, New Jersey 08103;
Sisters of Mercy of the Americas, 1437 Blossom Road, Rochester, New
York 14610-2298; the Sisters of St. Francis of Philadelphia, Our Lady
of Angels Convent, Glen Riddle, Aston, Pennsylvania 19014, have advised
of their intent to co-sponsor this proposal. In accordance with
applicable rules of the Securities and Exchange Commission, the
proposal of such shareholders (for which neither the Company nor its
Board of Directors has any responsibility) is set forth below:
Text of Shareholder Proposal
Whereas We Believe:
The responsible implementation of sound environmental policy
increases long-term shareholder value by increasing efficiency,
decreasing clean-up costs, reducing litigation and enhancing public
image and product attractiveness;
Adherence to public standards for environmental performance gives a
company greater public credibility than is achieved by following
standards created by industry alone. In order to maximize public
credibility and usefulness, such standards also need to reflect what
investors and other stakeholders want to know about the environmental
records of their companies;
Standardized environmental reports will provide shareholders with
useful information which allows comparisons of performance against
uniform standards and comparisons of progress over time. Companies can
also attract new capital from investors seeking investments
12
<PAGE>
that are environmentally responsible, responsive, progressive and which
minimize the risk of environmental liability.
And Whereas:
The Coalition for Environmentally Responsible Economies (CERES)--
which comprises large institutional investors with $150 billion in
stockholdings (including shareholders of this Company), public interest
representatives, and environmental experts--consulted with dozens of
corporations and produced comprehensive public standards for both
environmental performance and reporting. Over 50 companies have
endorsed the CERES Principles--including the Sun Company, a Fortune-500
company--to demonstrate their commitment to public environmental
accountability.
In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere
2. Sustainable use of natural resources
3. Waste reduction and disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports
The full text of the CERES Principles and the accompanying CERES
Report Form are available from CERES, 711 Atlantic Avenue, Boston, MA
02110, tel: 617/451-0927.
Concerned investors are asking the Company to be publicly accountable
for its environmental impact, including collaboration with the
corporate, environmental, investor, and community coalition to develop
(a) standards for environmental performance and disclosure; (b)
appropriate goals relative to these standards; (c) evaluation methods
and tools for measurement or progress toward these goals; and (d) a
format for public reporting of this progress.
We believe this request is consistent with regulation adopted by the
European Community for companies' voluntary participation in verified
and publicly-reported eco-management and auditing.
Resolved:
Shareholders request the Company to endorse the CERES Principles as a
commitment to be publicly accountable for its environmental impact.
SUPPORTING STATEMENT
We invite the Company to endorse the CERES Principles by (1) stating
its endorsement in a letter signed by a senior officer; (2) committing
to implement the Principles; and (3) annually completing the CERES
Report. Endorsing these Principles complements rather than supplants
internal corporate environmental policies and procedures.
13
<PAGE>
We believe that without this public scrutiny, corporate environmental
policies and reports lack the critical component of adherence to
standards set not only by management but also by other stakeholders.
Shareholders are asked to support this resolution, to encourage our
Company to demonstrate environmental leadership and accountability for
its environmental impact.
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 2
The Company has an Environmental Policy developed through the years
to harmonize Company operations with requirements of a safe and
pleasing environment. A copy of the Company's Environmental Policy is
appended to this proxy statement.
The Board believes that the Company's statement of environmental
policy is better adapted to the businesses and operations of the
Company and more specifically addresses the major concerns of
interested constituencies.
The Board recommends a vote AGAINST this proposal.
ITEM 3. SHAREHOLDER PROPOSAL--RELATING TO THE SHAREHOLDER RIGHTS PLAN
The LongView Collective Investment Fund, 11-15 Union Square, New
York, New York 10003, a shareholder, has stated its intention to
present a proposal at the 1994 annual meeting. In accordance with
applicable rules of the Securities and Exchange Commission, the
proposal of such shareholder (for which neither the Company nor its
Board of Directors has any responsibility) is set forth below:
Text of the Shareholder Proposal
Whereas, the shareholders of Weyerhaeuser Co. ("Company") urge the
Board of Directors to redeem the shareholder rights issued pursuant to
the "Shareholder Rights Plan" because we strongly believe that the
Company's financial performance is closely linked to its corporate
governance policies and procedures, and the level of management
accountability they impose. The Company's "Shareholder Rights Plan"
("poison pill") is an extremely powerful anti-takeover device that
effectively prevents a change in control of the Company without the
approval of the board of directors, despite the level of performance.
We believe such a measure injures shareholders by reducing management
accountability and adversely affecting shareholder value.
Whereas, Weyerhaeuser's poison pill prevents a change in control by
allowing the board of directors to unilaterally cut by 50 percent the
value of Company shareholdings held by anyone owning 20 percent of
Company common stock and seeking control of the Company, or 40 percent
and not seeking control. This threat of dilution forces investors to
negotiate potential acquisitions with management instead of making
their offer directly to shareholders.
Whereas, the shareholders strongly believe that it is the
shareholders (who are the owners of the Company), not the directors and
managers (who merely act as agents for the owners), who should have the
right to decide what is or is not a fair price for their shareholdings.
Whereas, the shareholders believe that the argument that a board of
directors needs a poison pill in order to negotiate a better offer from
potential acquirers or prevent so-called "abusive takeover practices"
is deceptive. In 1986, the year the board of directors unilaterally
adopted a poison pill, the U.S. Securities and Exchange Commission
issued a study entitled The Effects of Poison Pills on the Wealth of
Target Shareholders which concluded that "Poison pills are not in the
best interest of shareholders."
14
<PAGE>
Whereas, poison pills can pose such an obstacle to a takeover that
management becomes entrenched. We believe the entrenchment of
management, and the lack of accountability that results, can adversely
affect shareholder value. It is indisputable that a poison pill
effectively deters attempts by shareholders to remove a board and its
management team for nonperformance.
Now Therefore Be It Resolved: That the shareholders of Weyerhaeuser
Co. urge the Board of Directors to redeem the shareholder rights issued
pursuant to the "Shareholder Rights Plan" (adopted by the Board of
Directors in December 1986) unless the Shareholder Rights Plan is
approved by a majority of the voting shares at a meeting of
shareholders held as soon as is practical.
We urge you to VOTE FOR this proposal.
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 3
The Board of Directors adopted the Shareholder Rights Plan (the
"Plan") because the Board believed that the Plan would better enable
the Board to represent the interests of shareholders in the event a
hostile acquiror sought to take advantage of Weyerhaeuser Company and
its shareholders. Nothing has happened since December 1986 to cause the
Board to change this belief.
The Board continues to believe the Plan will not preclude an offer to
acquire the Company on terms that are fair and equitable to all
shareholders, nor is it expected that the Plan will deter a prospective
acquiror who is willing to negotiate in good faith with the Board. The
Board also expects the Plan should help to ensure the Board will have
adequate time, if confronted with an attempted takeover of the Company,
to evaluate such an attempt and to consider all the steps that might be
taken to maximize shareholder value.
Hundreds of American corporations have adopted Shareholder Rights
Plans. The Plan is not markedly different from most other Shareholder
Rights Plans. The Board believes that other Shareholder Rights Plans
have served their purpose to enhance shareholder value in hostile
takeover situations.
The Board believes that redeeming the Plan would remove an important
tool the Board should have in the event of an unfair or coercive offer
for the Company. Accordingly, the Board does not believe this proposal
is in the best interests of the shareholders.
The Board recommends a vote AGAINST this proposal.
TRANSACTIONS AND RELATIONSHIPS
In 1993, the Company purchased a total of $3,320,844 in logging
equipment from McDonald Industries, Inc., a wholly owned subsidiary of
Matthew G. Norton Co. in which Mr. Clapp has an ownership interest.
In 1992 Weyerhaeuser Venture Company, a wholly owned subsidiary of
the Company, sold participation interests in a loan it had made to
Windemere Ranch Partners to Mr. Creighton totaling $80,000, a member of
Mr. Creighton's immediate family totaling $20,000 and to Mr. Ingram
totaling $100,000. These sales were made on terms comparable to those
concurrently offered to other purchasers of participation interests and
the principal amount remains outstanding in accordance with the terms
of the loan.
15
<PAGE>
RELATIONSHIPS WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen & Co., independent public accountants,
has audited the accounts of the Company and subsidiaries for a number
of years and has been selected to do so for 1994. Representatives of
Arthur Andersen & Co. are expected to be present at the annual
shareholder meeting with the opportunity to make a statement if they
desire to do so and to be available to respond to appropriate
questions.
EXPENSES OF SOLICITATION
All expenses of soliciting proxies, including clerical work, printing
and postage, will be paid by the Company. Proxies may be solicited
personally, or by telephone, by employees of the Company, but the
Company will not pay any compensation for such solicitations. The
Company expects to pay fees of approximately $8,000 for assistance by
D. F. King & Co., Inc. in the solicitation of proxies. In addition, the
Company will reimburse brokers, banks and other persons holding shares
in their names or in the names of nominees for their expenses for
sending material to principals and obtaining their proxies.
OTHER BUSINESS
The Board of Directors of the Company is not aware of any matter
which is to be presented for action at the meeting other than the
matters described in this proxy statement. Should any other matters
requiring a vote of the shareholders arise, the proxies in the enclosed
form confer upon the person or persons entitled to vote the shares
represented by such proxies discretionary authority to vote the same in
respect to any such other matter in accordance with their best
judgment.
FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS
Shareholder proposals intended to be presented at the Company's 1995
annual meeting of shareholders pursuant to Rule 14a-8 promulgated by
the Securities and Exchange Commission must be received by the Company
at its executive offices, Tacoma, WA 98477, attention of the Secretary,
on or before November 7, 1994.
The bylaws of the Company establish procedures for shareholder
nominations for elections of directors of the Company and bringing
business before any annual meeting of shareholders of the Company. Any
shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting
only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the
Company, not less than 50 days nor more than 75 days prior to the
meeting; provided, however, that in the event that less than 60 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received no later than the close of business on the 10th day
following the day on which such notice of date of meeting was mailed or
such public disclosure was made, whichever first occurs. Each such
notice to the Secretary shall set forth: (i) the name and address of
record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of
the Company entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the name, age, business and residence
addresses, and principal occupation or employment of each nominee; (iv)
a description of all arrangements or understandings between the
16
<PAGE>
shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder; (v) such other information regarding
each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each
nominee to serve as a director of the Company if so elected. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as a director of the
Company. The presiding officer of the meeting may, if the facts
warrant, determine that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded. To be brought before an annual meeting by a shareholder,
business must be of a nature that is appropriate for consideration at
an annual meeting and must be properly brought before the meeting. In
addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, each such notice must be given,
either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the Company, not less than 50 days nor more than 75
days prior to the meeting; provided, however, that in the event that
less than 60 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to
be timely must be so received no later than the close of business on
the 10th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made, whichever
first occurs. Each such notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting
(w) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name and address of record of the shareholder
proposing such business, (y) the name, class or series and number of
shares of the Company which are owned by the shareholder, and (z) any
material interest of the shareholder in such business. Public
disclosure of the date of the 1994 annual meeting of shareholders was
made in the enclosure with the dividend which was mailed to
shareholders in December, 1993. The date of the next annual meeting of
shareholders of Weyerhaeuser Company after the 1994 annual meeting is
April 20, 1995.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington, March 7, 1994
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, as filed with the Securities and Exchange
Commission, excluding certain exhibits thereto, may be obtained without
charge, by contacting Lowell E. Moholt, Director of Investor Relations,
Weyerhaeuser Company, Tacoma, Washington 98477.
17
<PAGE>
WEYERHAEUSER COMPANY
ENVIRONMENTAL POLICY
<PAGE>
RESPECT FOR THE ENVIRONMENT RUNS DEEP AT WEYERHAEUSER
We're proud of our long tradition of concern for--and stewardship
of--the world we inhabit: land, water, air, fish, wildlife and, of
course, our forests.
Weyerhaeuser pioneered the American Tree Farm system by establishing
the feasibility and desirability of replanting forests after harvest.
We led the industry in devising ways of treating industrial wastewater
to minimize the impact on streams and rivers. And, in 1971,
Weyerhaeuser was one of the first forest products companies to enact an
environmental policy.
Since then, our policy has been further refined and strengthened as
we've learned more about the impact of our activities upon the
environment.
Stated briefly, our goal is that Weyerhaeuser and its employees will
continuously seek to harmonize our operations with the requirements of
a safe and pleasing environment.
Our environmental policy guides us in achieving this goal.
WEYERHAEUSER EMPLOYEES AT ALL LEVELS WILL:
1. comply with all environmental laws and regulations.
2. identify, understand and respond to public health and
environmental impacts of our operations and the use of our
products and services.
3. conserve energy and natural resources by ensuring efficient
utilization.
4. work diligently to protect the environment on the job, and
consider doing so off the job.
IN ADDITION, WEYERHAEUSER MANAGERS WILL:
5. factor environmental laws and regulations into strategic planning
and decision-making processes.
6. evaluate environmental performance through use of tools such as
internal audits and exception reporting.
7. promote the development and adoption of scientifically sound and
balanced environmental policies, laws and regulations through
active support of and participation in governmental legislative
and rule-making processes and other forums dedicated to providing
public officials with technical information and advice.
8. develop and implement procedures for waste minimization,
emissions reduction, by-product recycling and materials handling
and disposal.
9. factor aesthetics into forest management practices.
10. be held accountable for environmental performance and results.
Facility and Unit managers will:
. monitor and certify compliance
. promptly report non-compliance conditions
. take corrective action, including curtailment of operation, if
necessary, to prevent serious harm.
11. recognize superior environmental performance by encouraging and
rewarding employee suggestions for improving environmental
performance.
A-1
<PAGE>
12. develop and communicate to appropriate local authorities
environmental incident emergency plans for any operations that
pose a significant risk of off-site impacts.
13. respond openly and promptly to public inquiries about
environmental issues involving the company, and initiate
communications with others who might be affected.
14. work in good faith with non-governmental organizations and
individuals to resolve environmental quality problems.
15. adopt internal environmental standards for situations not
adequately covered by current law or regulation, or where we
believe more stringent measures are necessary to protect the
environment.
16. select contractors and vendors who demonstrate proper concern
for environmental protection.
IN ADDITION, THE OFFICE OF THE ENVIRONMENT WILL:
17. report annually to the board of directors on the company's
overall environmental performance.
A-2
<PAGE>
[INSERT MAP]
TO REACH CORPORATE HEADQUARTERS
FROM SEATTLE: Drive south on Interstate 5, approximately 24 miles from city
center, following "Tacoma/Portland" signs. Go 1/10 mile past Exit 142-B to
Exit 142-A. Turn right onto exit ramp and continue to S. 348th. Follow the
right-hand lane to Weyerhaeuser Way South. Turn left (north), cross the
overpass, and follow the directional signs to the parking area entrance.
FROM SEATTLE: Approximately 24 miles south from city center on Interstate 5,
following Tacoma/Portland signs, exit at Exit 143 (Federal Way-S. 320th St.).
Drive left across the overpass and turn right onto Weyerhaeuser Way South.
Continue to the "Y" in the road, following the road to the left, and follow
directional signs to the east entry parking area.
FROM TACOMA: Drive north on Interstate 5, approximately 8 miles from city
center to exit marked "Auburn-North Bend." Stay in the far-right lane. This
is the freeway exit to Weyerhaeuser Way South. Follow the right-hand lane to
Weyerhaeuser Way South, turn left (north), cross the overpass, and follow the
directional signs to the parking entrance.
<PAGE>
GRAPHICS APPENDIX LIST
----------------------
PAGE WHERE GRAPHIC DESCRIPTION OF GRAPHIC OR
APPEARS CROSS-REFERENCE
- ------------------ -------------------------
Page 10 Comparison of Five Year Cumulative Return
among Weyerhaeuser Company, S&P 500, and
S&P Paper and Forest Products Group.
Backcover Picture of a map of the Weyerhaeuser
Corporate Headquarter Building and
surrounding area with directional arrows
and mileage from airport and major cities.
<PAGE>
(Logo of Weyerhaeuser Company Appears Here)
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1994
------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Don C. Frisbee, E. Bronson Ingram and George
H. Weyerhaeuser, and each of them, with full power to act without the other
and with full power of substitution, as proxies to represent and to vote, as
directed herein, all shares the undersigned is entitled to vote at the annual
meeting of the shareholders of Weyerhaeuser Company to be held at the
Corporate Headquarters Building, Federal Way, Washington, on Thursday, April
21, 1994 at 9:00 a.m., and all adjournments thereof, as follows:
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
Unless otherwise marked, the proxies are appointed with authority to vote
"FOR" all nominees for election and "AGAINST" Items 2 and 3.
(Continued and to be signed on the reverse side).
<PAGE>
(LOGO OF WEYERHAEUSER COMPANY APPEARS HERE) [X] Please mark
your votes
as this
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all nominees in Item 1
ITEM 1 - Election as Directors of the following nominees identified in the Proxy
Statement:
William H. Clapp, John W. Creighton, Jr., W. John Driscoll,
E. Bronson Ingram, Richard H. Sinkfield
FOR WITHHOLD AUTHORITY TO VOTE
[_] [_]
(INSTRUCTION: To withhold authority to vote for any of the foregoing
individuals, write the name(s) on the following line.)
- --------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" Items 2 and 3
ITEM 2 - Shareholder proposal - Adoption of CERES Principles.
FOR AGAINST ABSTAIN
[_] [_] [_]
ITEM 3 - Shareholder proposal - Proposal relating to the Shareholder Rights Plan
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
In their discretion to vote upon other matters that may properly come before the
meeting.
Please sign exactly as your name appears to the left.
DATED: , 1994
------------------------------------------
- -------------------------------------------------------
Signature
- -------------------------------------------------------
Signature
When signing as attorney, executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each holder should sign.
