<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 [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Weyerhaeuser Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Weyerhaeuser Company
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Notice of
1995 Annual Meeting
of Shareholders
and Proxy Statement
LOGO
<PAGE>
Dear Shareholder:
You are cordially invited to attend your Company's annual meeting of
shareholders at 9:00 a.m., Thursday, April 20, 1995, 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,
/s/ John W. Creighton, Jr.
John W. Creighton, Jr.
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 20, 1995, at 9:00 a.m. for the following purposes:
1. To elect three directors for terms expiring in 1998, presented on
page 1.
2. To consider and act upon one shareholder proposal, if properly
presented.
. Item 2 on the Form of Proxy--proposal relating to the
Shareholder Rights Plan, presented on page 13.
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 24, 1995, 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 6, 1995
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
Tacoma, Washington 98477
(206) 924-5273
(First Mailed March 6, 1995)
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 20, 1995. 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 24, 1995, the record date for the
determination of shareholders entitled to vote at the annual meeting,
there were outstanding 205,637,877 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 1995 annual meeting of shareholders. Under Washington law
and the Company's Articles of Incorporation, if a quorum is present at
the meeting: (i) the three 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 and
entitled to vote shall be elected directors and (ii) the shareholder
proposal 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 proposal because abstentions
and "broker non-votes" do not represent votes cast by shareholders.
The Company's annual report to shareholders for 1994 is being mailed
with this proxy statement to shareholders entitled to vote at the 1995
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. The three nominees identified below are
the nominees comprising the class to be elected at the 1995 annual
meeting for three-year terms expiring at the 1998 annual meeting. All
of the nominees are currently directors of the Company elected by the
shareholders.
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 1998
Philip M. Hawley--Mr. Hawley, 69, a director of the Company since 1989,
was chairman and chief executive officer of Broadway Stores, Inc.
(retailing) (formerly Carter Hawley Hale Stores, Inc.) until his
retirement in 1993. He was chairman of the California Retailers
Association from 1992-1993. On February 11, 1991, Broadway 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, 62, 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.
Richard H. Sinkfield--Mr. Sinkfield, 52, a director of the Company
since 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 1996
Don C. Frisbee--Mr. Frisbee, 71, 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 Interstate Bank Northwest Region, Precision Castparts Corp. and
Standard Insurance Company. He is chairman of the Board of Trustees of
Reed College, and a member of the Board of Governors and President
Elect of City Club.
John I. Kieckhefer--Mr. Kieckhefer, 50, 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, 68, 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.
CONTINUING DIRECTORS--TERM EXPIRES IN 1997
William H. Clapp--Mr. Clapp, 53, 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.
2
<PAGE>
John W. Creighton, Jr.--Mr. Creighton, 62, 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, 65, a director of the Company since
1979, was chairman of Rock Island Company (private investment company)
until his retirement in 1994. Prior to his becoming chairman, he was
president. 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, 63, 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.
Messrs. Creighton, Frisbee, Ingram and Weyerhaeuser are members of
the Executive Committee of which Mr. Weyerhaeuser is chairman. The
Executive Committee, which acted by consent in lieu of meeting on two
occasions in 1994, 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, 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 1994, 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 1994, 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 one occasion in 1994, 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 1994.
All of the directors attended at least 75% of the total meetings of the
Board and the committees on which they served, except for Mr. Ingram
who, due to illness, was unable to attend at least 75% of the total
meetings in 1994.
DIRECTORS' COMPENSATION
Each director, other than Mr. Creighton, receives for service as a
director an annual fee of $35,000, fees of $1,500 for attending Board
of Directors meetings and $1,000 for attending board committee
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. Directors are also reimbursed for
travel expenses in connection with meetings.
The Board of Directors has designated that $10,000 of the $35,000
annual fee paid to nonemployee directors is automatically placed into a
common share equivalents account under the Fee Deferral Plan for
Directors. The value of the common share equivalents account is
measured from time to time by the value of the Company's common shares
and is payable to the director in cash at a time selected in advance by
the director which must be on or after the director's termination of
board service. The share equivalents account is credited on each
dividend payment date for common shares with the number of share
equivalents which are equal in value to the amount of the quarterly
dividend on common shares. The Fee Deferral Plan for Directors provides
that the nonemployee directors may defer receipt of all or a portion of
the remaining fees for services as a director and elect between
interest bearing and common share equivalent accounts as the investment
vehicle for the deferred fees. The Fee Deferral Plan for Directors is
administered by the Compensation Committee.
BENEFICIAL OWNERSHIP OF COMMON SHARES
<TABLE>
<CAPTION>
Voting and/or Percent
Name of Individual or Dispositive Powers of Class Common Share
Identity of Group (number of common shares) (common shares) Equivalents(1)
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Charles W. Bingham...... 92,339 * --
William H. Clapp........ 847,509 * 270
William R. Corbin....... 35,282 * --
John W. Creighton, Jr... 356,076 * --
W. John Driscoll........ 3,280,462 1.6 270
Don C. Frisbee.......... 2,650 * 270
Philip M. Hawley........ 2,000 * 270
E. Bronson Ingram....... 302,064 * 7,587
Norman E. Johnson....... 43,317 * --
John I. Kieckhefer...... 2,914,477 1.4 2,182
William D. Ruckelshaus.. 1,600 * 270
Richard H. Sinkfield.... 200 * 270
William C. Stivers...... 100,172 * --
George H. Weyerhaeuser.. 2,882,405 1.4 270
Directors and executive
officers as a group
(17 individuals)....... 11,028,221 5.4 11,659
Bankers Trust Company,
as trustee under
Company employee
benefit plans(2)....... 11,174,424 5.4
</TABLE>
------------------------------------------------------------------
*Denotes amount is less than 1%
(1) Common share equivalents held under the Fee Deferral Plan for
Directors.
(2) As of January 20, 1995 Bankers Trust Company held such shares
in a trust fund for employee savings (401(k)) plans.
4
<PAGE>
The foregoing table shows as of January 20, 1995 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, executive officers 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 79,690 common shares, in the case of Mr. Corbin with respect to
35,000 common shares, in the case of Mr. Creighton with respect to
308,663 common shares, in the case of Mr. Johnson with respect to
38,350 common shares, in the case of Mr. Stivers with respect to 93,141
common shares, in the case of Mr. Weyerhaeuser with respect to 323,304
common shares and of the group with respect to 1,010,948 common shares,
the number of shares that could be acquired within 60 days after
January 20, 1995, 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, 772,621
shares; Mr. Driscoll, 2,141,757 shares (including 197,484 shares as to
which he shares fiduciary powers with Mr. Weyerhaeuser); Mr. Frisbee,
2,650 shares; Mr. Ingram, 41,183 shares; Mr. Kieckhefer, 2,913,219
shares; and Mr. Weyerhaeuser, 2,544,616 shares (including 197,484
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. Clapp,
772,621 shares; Mr. Driscoll, 3,165,087 shares; Mr. Ingram, 41,183
shares; Mr. Kieckhefer, 2,583,269 shares.
William R. Corbin filed a Form 4 required by Section 16 of the
Securities Exchange Act of 1934 on March 11, 1994, after the date
required, reporting three common share transactions which occurred on
February 2, 1994. William H. Clapp became a trustee in 1994 of two
trusts holding common shares. On January 24, 1995, after the date
required, these trusts filed Form 3 reports of ownership of common
shares, one of the Trusts filed a Form 4 statement of changes reporting
one common share transaction and Mr. Clapp reported in his individual
capacity on four Form 4 filings the ownership and change in ownership
of common shares held by such trusts.
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.
5
<PAGE>
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 package is intended
to provide total compensation which is competitive in the industry when
the company's performance is similar to the industry's, above average
total compensation for superior performance, and less than average
total compensation for below competitive performance.
Base salaries, in aggregate, are set at competitive levels, with
incentive programs based on company performance. Compensation for
executive officers is linked to the company's financial performance
through a cash-based annual variable (at risk) incentive component and
is also tied to the growth in the value of the Company's stock through
a stock option program.
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 11 are in the
comparison group. (These two companies do not participate in the major
industry compensation surveys and therefore cannot be included in the
industry comparison group.) Four other companies not in the S&P Paper
and Forest Products Group which do participate in major industry
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 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 ranges and 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. 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 40
percent of base salary (for lower salary ranges) to 60 percent of base
salary for the CEO position.
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 earning 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
expected relative performance, and 4) the earnings plan for the year.
Bonuses are not paid unless the earnings threshold is achieved.
6
<PAGE>
At the end of the 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 the
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.
For 1994 bonus funding, the Committee relied heavily on actual 1994
earnings relative to target to determine the final funding and
individual payments. In 1994, the company achieved earnings levels
above target due to record performance in the timberlands and wood
products segment and dramatic improvement in pulp, paper and packaging
profits. In addition, excellent performance relative to the industry
was achieved. The Committee approved plan funding at a level
approximately 30 percent 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. In 1994, in addition to the regular stock option
grants, the CEO recommended that a special grant be provided to the
senior management team. The purpose of the special grant was to further
align the interests of senior managers with the shareholders and
recognize the performance of the senior management team, especially the
substantial achievement of the company's refocusing effort. The
Committee reviewed and approved this recommendation, and the options
were granted with an exercise price equal to the fair market value on
the day of the grant.
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 one million dollars. At
this time, due to voluntary deferral elections, it is not anticipated
that any Weyerhaeuser executive officer will receive any such
compensation in excess of this limit during 1995.
CEO Compensation
The chief executive officer's compensation is established based on
the principles described above for all executive officers and includes
the following components: cash compensation (base salary and annual
bonus), long term incentives (stock option awards) and benefits. Mr.
Creighton's 1994 performance was reviewed by the Committee which made
recommendations to the Board concerning his compensation. The Board
approved the recommendations which are detailed below.
7
<PAGE>
Mr. Creighton's base salary was increased to $750,000 in 1994 which
is 84% of the median salary for CEOs of companies in the industry
comparison group.
Mr. Creighton received an annual cash incentive of $576,000. This
award represents 128% of his target award under the annual incentive
plan. As with other bonus awards, the Committee relied heavily on 1994
earnings relative to target in recommending this amount.
For the long-term component of Mr. Creighton's compensation, an award
of 80,000 stock options was granted to Mr. Creighton in 1994. Based on
survey data provided by an outside consultant, this is a median long-
term incentive grant for CEOs in the forest products industry.
In making the above recommendations about Mr. Creighton's
compensation, the Committee exercised its subjective judgment and
considered the following performance factors: the improved Company
financial results and total shareholder returns during Mr. Creighton's
tenure as CEO, improved Company financial performance relative to the
forest products industry, Mr. Creighton's success in building a strong
leadership team, his leadership in setting the Company's strategic
direction, and the Company's achievement of the business improvement
plan goals established in 1990.
Don C. Frisbee W. John Driscoll Philip M. Hawley John I. Kieckhefer
Chairman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1994 two partnerships in which Mr. Kieckhefer or members of his
family have beneficial interests purchased limited partnership
interests, in the amount of $1,500,000, in Weyerhaeuser Windemere
Lenders, a real estate investment partnership, of which Weyerhaeuser
Realty Investors, Inc., a wholly owned subsidiary of the Company, is
the managing general partner. Such purchases were on terms comparable
to those concurrently offered to other puchasers of limited partnership
interests.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- -----------------------------
Awards Payouts
--------------------- -------
Securities
Other Restricted Underlying All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 1994 738,357 576,000 -- None 80,000 None 10,006
CEO/President 1993 682,740 430,000 -- None 75,000 None 6,296
1992 598,357 330,000 -- None 50,000 None 4,364
C.W. Bingham 1994 386,477 250,000 -- None 40,000 None 10,006
Executive VP 1993 371,979 224,000 -- None 30,000 None 6,296
1992 350,038 223,800 -- None 30,000 None 4,364
W.R. Corbin 1994 328,789 213,000 -- None 40,000 None 8,975
Executive VP 1993 302,246 192,000 -- None 30,000 None 3,052
1992(2) 115,069 105,000 -- None 25,000 None None
W.C. Stivers 1994 289,398 170,000 -- None 35,000 None 10,006
Sr. VP/CFO 1993 268,781 134,000 -- None 25,000 None 6,296
1992 242,795 145,800 -- None 25,000 None 4,364
N.E. Johnson 1994 267,995 139,000 -- None 22,000 None 10,006
Sr. VP 1993 254,301 107,000 -- None 15,000 None 6,296
1992 224,461 107,100 -- None 15,000 None 4,364
---------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column are the Company contribution to
individual 401(k) accounts.
(2) Mr. Corbin began working for the Company on August 1,
1992.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------
No. of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Grant Date
Granted(1) Fiscal Year Price Expiration Present Value(2)
Name (#) (%) ($) Date ($)
(A) (B) (C) (D) (E) (F)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.W. Creighton, Jr...... 80,000 6.1 48.125 02/08/04 1,471,200
C.W. Bingham............ 30,000 2.3 48.125 02/08/04 551,700
10,000 .8 40.125 04/20/04 139,300
W.R. Corbin............. 30,000 2.3 48.125 02/08/04 551,700
10,000 .8 40.125 04/20/04 139,300
W.C. Stivers............ 25,000 1.9 48.125 02/08/04 459,750
10,000 .8 40.125 04/20/04 139,300
N.E. Johnson............ 12,000 .9 48.125 02/08/04 220,680
10,000 .8 40.125 04/20/04 139,300
-----------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1994 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 on the option of $48.125 for
grants with a February 8, 2004 expiration date and
$40.125 for grants with an April 20, 2004 expiration
date, equal to the fair market value of the
underlying stock on the grant date.
. An option term of ten years
. An interest rate of 5.97% for grants with a February
8, 2004 expiration date and 6.97% for grants with an
April 20, 2004 expiration date that represents the
interest rate on a U.S. Treasury security with a
maturity date corresponding to that of the option
term.
. Volatility of 31% for grants with a February 8, 2004
expiration date and 27% for grants with an April 20,
2004 expiration date calculated using daily stock
prices for the one-year period prior to the grant
date.
. Dividends at the rate of $1.20 per share
representing the annualized dividends paid with
respect to a share of common stock at the date of
grant.
The ultimate values of the options will depend on the
future market price of the Company's stock, which cannot
be forecast with reasonable accuracy. The actual value,
if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of
the Company's common stock over the exercise price on the
date the option is exercised.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Options/SARs at FY-End at FY-End(2)
--------------------------- ---------------------------
Shares Acquired Value
on Exercise(1) Realized Exerciseable Unexerciseable Exerciseable Unexerciseable
Name (#) ($) (#) (#) ($) ($)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 4,199 102,088 251,162 179,998 2,857,792 49,996
C.W. Bingham 55,953 1,357,501 57,190 85,000 360,039 30,000
W.R. Corbin 6,250 93,359 6,250 82,500 35,938 71,875
W.C. Stivers 3,710 88,576 74,391 72,500 780,728 25,000
N.E. Johnson 20,250 493,094 27,850 44,500 195,306 15,000
------------------------------------------------------------------------------------------------------
</TABLE>
(1)Number of securities underlying options/SARs exercised
(2)Based on a fair market value at fiscal year end of $38.625
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG WEYERHAEUSER COMPANY, S&P 500 INDEX AND S&P PAPER AND FOREST PRODUCTS
GROUP INDEX
<CAPTION>
Measurement Period WEYERHAEUSER S&P S&P PAPER AND
(Fiscal Year Covered) COMPANY 500 INDEX FOREST PRODUCTS GROUP
- ------------------- ------------ --------- ---------------------
<S> <C> <C> <C>
Measurement Pt-
12/31/89 $100 $100 $100
FYE 12/31/90 $ 83.39 $ 96.89 $ 90.38
FYE 12/31/91 $109.67 $126.28 $114.61
FYE 12/31/92 $152.14 $135.88 $131.04
FYE 12/31/93 $189.40 $149.52 $144.46
FYE 12/31/94 $163.85 $151.55 $150.60
</TABLE>
11
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated 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 43,177 57,569 71,961 86,353 100,745 110,745
300,000 65,677 87,569 109,461 131,353 153,245 168,245
400,000 88,177 117,569 146,961 176,353 205,745 225,745
500,000 110,677 147,569 184,461 221,353 258,245 283,245
600,000 133,177 177,569 221,961 266,353 310,745 340,745
700,000 155,677 207,569 259,461 311,353 363,245 398,245
800,000 178,177 237,569 296,961 356,353 415,745 455,745
900,000 200,677 267,569 334,461 401,353 468,245 513,245
1,000,000 223,177 297,569 371,961 446,353 520,745 570,745
1,100,000 245,677 327,569 409,461 491,353 573,245 628,245
1,200,000 268,177 357,569 446,961 536,353 625,745 685,745
-----------------------------------------------------------------
</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) $118,800 (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 bonus under the Company's incentive compensation plans)
the formula for determining Retirement Plan benefits. The Supplemental
Plan also includes benefits which exceed the Internal Revenue Code
limitations described above.
12
<PAGE>
If each of the executive officers named in the Summary Compensation
table had retired in 1994, the five-year average compensation used to
calculate retirement benefits would average 72% 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., $817,184, C. W.
Bingham, $487,321, W. R. Corbin, $433,474, W. C. Stivers, $322,034, and
N. E. Johnson, $294,492. The credited years of service for those
individuals in the table are, respectively, 24.2, 34.5, 2.4, 24.2 and
25.4 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, he 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 decreased with each month of his employment to a
minimum of 12 months of base pay after he had 24 months of service.
ITEM 2. 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 1995 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
Resolved: That the shareholders of Weyerhaeuser Company (the
"Company" or "Weyerhaeuser") request the Board of Directors to redeem
the shareholder rights issued in 1986 unless such issuance is approved
by the affirmative vote of a majority of outstanding shares at a
meeting of the shareholders to be held as soon as may be practicable.
SUPPORTING STATEMENT
On December 9, 1986, the Board of Directors of Weyerhaeuser issued,
without shareholder approval, shareholder rights ("rights") pursuant to
the Shareholder Rights Plan. We strongly believe that such rights are a
type of anti-takeover device, commonly known as a poison pill, which
injures shareholders by reducing management accountability and
adversely affecting shareholder value.
The shareholders of the Company believe the terms of the rights are
designed to discourage or thwart an unwanted takeover of the Company.
While management and the Board of Directors should have appropriate
tools to ensure that all shareholders benefit from any proposal to
acquire the Company, the shareholders to not believe that the future
possibility of a takeover justifies the unilateral implementation of
such a poison pill.
Rather, we believe that it is the shareholders who should have the
right to vote on the necessity of such a powerful tool which could be
used to entrench existing management. Rights plans like the Company's
have become increasingly unpopular in recent years.
13
<PAGE>
The negative effects of poison pill rights plans on the trading value
of companies' stock have been the subject of extensive research. A 1986
study (covering 245 companies adopting poison pills between 1983 and
July 1986) by the Office of the Chief Economist of the U.S. Securities
and Exchange Commission on the effect of poison pills on the wealth of
target shareholders states that "empirical tests, taken together, show
that poison pills are harmful to target shareholders, on net." Another,
more recent study by Professor Michael Ryngaert published in 1988
(covering 380 companies adopting poison pills in the period 1982-1986)
singled out rights plans such as the one authorized by the Company for
their negative effect on stockholder value.
At the 1994 Annual Meeting of Shareholders, over 43% of the voting
shares approved a similar shareholder proposal. As a result, we believe
that a substantial number of shareholders continue to support the
elimination of Weyerhaeuser's poison pill, or at the very least, the
opportunity for shareholders to vote on such an important corporate
governance practice that can have a significantly adverse impact on
shareholder value.
We therefore resubmit this shareholder proposal based on our
continuing belief that the unilateral and undeniably undemocratic
adoption of the rights plan by the Company is unjustified and that the
continued existence of such rights plan is not in the best interests of
the shareholders. We believe that the Shareholder Rights Plan should
either be redeemed or voted on by shareholders.
We Urge You to VOTE FOR This Resolution!
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 2
The Board of Directors adopted the Shareholder Rights Plan (the
"Plan") in 1986 because the Board believed the Plan would better enable
the Board to represent the interests of all shareholders in the event
of a hostile effort to acquire Weyerhaeuser Company and to take
advantage of its shareholders.
At the Company's Annual Meeting in 1990 and again in 1994, a
shareholder proposal asking the Board to redeem the Plan or to submit
it to a vote of the shareholders was voted on and defeated. When the
1994 proposal was considered at the 1994 Annual Meeting, the Board
decided to review the Plan again. This review occurred in late 1994. In
the course of that review, the Board considered the arguments of the
proponents of this proposal and discussed the experience of other
companies with Shareholder Rights Plans.
Following that review, the Board continues to believe that the plan
serves the interests of the shareholders. If there were an offer to
purchase the Company on terms that were unfair to some or all
shareholders, the Board believes the plan would encourage the bidder to
negotiate with the Board. The Board also believes that shareholder
rights plans have not historically prevented fair bids, but have been a
factor in increasing the value paid to shareholders in hostile
acquisitions.
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.
The Board recommends a vote AGAINST this proposal.
14
<PAGE>
POLICY ON CONFIDENTIAL PROXY VOTING AND INDEPENDENT TABULATION AND INSPECTION
OF ELECTIONS
The Board of Directors, on February 12, 1991, adopted a Confidential
Voting Policy the text of which is as follows:
It is the policy of this corporation that all shareholder proxies,
ballots and voting materials that identify the votes of specific
shareholders shall be kept permanently confidential and shall not be
disclosed to this corporation, its affiliates, directors, officers and
employees or to any third parties except (i) where disclosure is
required by applicable law, (ii) where a shareholder expressly requests
disclosure, (iii) where the corporation concludes in good faith that a
bona fide dispute exists as to the authenticity of one or more proxies,
ballots or votes, or as to the accuracy of any tabulation of such
proxies, ballots or votes and (iv) that aggregate vote totals may be
disclosed to the corporation from time to time and publicly announced
at the meeting of shareholders at which they are relevant.
Proxy cards and other voting materials that identify shareholders
shall be returned to the bank or other financial services entity with
which this corporation has contractual arrangements to provide stock
transfer services in respect to its common shares or any other
independent business entity of which this corporation is not an
affiliate.
The tabulation process and results of shareholder votes shall be
inspected by the bank or other financial services entity with which
this corporation has contractual arrangements to provide stock transfer
services in respect to its common shares or any other independent
business entity of which this corporation is not an affiliate. Such
inspectors shall certify in writing to this corporation's Board of
Directors (and in the circumstances described in the fifth paragraph of
this policy, the proponent) that the election and tabulation was, to
the best of the inspectors' knowledge after diligent inquiry, carried
out in compliance with this policy.
The tabulators and inspectors of election and any authorized agents
or other persons engaged in the receipt, count and tabulation of
proxies shall be advised of this policy and instructed to comply
therewith, and shall sign a statement certifying such compliance.
In the event of any solicitation of a proxy (a "proxy contest") with
respect to any of the securities of this corporation by a person (the
"proponent") other than this corporation of which solicitation this
corporation has actual notice, this corporation shall request in
writing that the proponent and all agents and other persons engaged by
the proponent agree to the procedures for return of proxies,
tabulation, inspection and certification set forth in the second, third
and fourth paragraphs of this policy; and this corporation shall not be
bound to comply with this policy during the course of such proxy
contest in the event that the proponent is not willing so to agree.
This policy shall not operate to prohibit shareholders from
disclosing the nature of their votes to this corporation or the Board
of Directors if any shareholder so chooses or to impair free and
voluntary communication between this corporation and its shareholders.
TRANSACTIONS AND RELATIONSHIPS
In 1994, the Company purchased a total of $2,224,471 in logging
equipment from Pacific North Equipment Co., a wholly owned subsidiary
of Matthew G. Norton Co. in which Mr. Clapp has an ownership interest.
In 1994 Mr. Creighton and two members of his family, Mr. Ingram, Mr.
Weyerhaeuser, and two partnerships in which Mr. Kieckhefer or members
of his family have beneficial
15
<PAGE>
interests purchased limited partnership interests, in the amount,
respectively, of $170,000, $65,000, $130,000 and $1,500,000, in
Weyerhaeuser Windemere Lenders, a real estate investment partnership,
of which Weyerhaeuser Realty Investors, Inc., a wholly owned subsidiary
of the Company, is the managing general partner. Each of such purchases
was on terms comparable to those concurrently offered to other
purchasers of limited partnership interests.
RELATIONSHIPS WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, 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 1995. Representatives of
Arthur Andersen LLP 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 1996
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 6, 1995.
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
16
<PAGE>
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 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 1995 annual meeting of
shareholders was made in the enclosure with the dividend which was
mailed to shareholders in December, 1994. The date of the next annual
meeting of shareholders of Weyerhaeuser Company after the 1995 annual
meeting is April 18, 1996.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington, March 6, 1995
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1994, as filed with the Securities and Exchange
Commission, excluding certain exhibits thereto, may be obtained without
charge, by contacting Richard J. Taggart, Director of Investor
Relations, Weyerhaeuser Company, Tacoma, Washington 98477.
17
<PAGE>
[PICTURE OF A MAP OF THE WEYERHAEUSER CORPORATE HEADQUARTER BUILDING AND
SURROUNDING AREA WITH DIRECTIONAL ARROWS AND MILEAGE FROM AIRPORT AND MAJOR
CITIES.]
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>
[LOGO OF WEYERHAEUSER COMPANY]
______________________________
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1995
______________________________
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 20, 1995 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" ITEM 2.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE).
<PAGE>
[LOGO OF WEYERHAEUSER COMPANY]
[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:
Philip M. Hawley, William D. Ruckelshaus,
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" ITEM 2
ITEM 2 - 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: _____________________________ , 1995
___________________________________________
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.
