<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)
++ ++
- --------------------------------------------------------------------------------
(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:
---------------------------------------------------------------------------
(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):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(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
1996 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., Tuesday, April 16, 1996, 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, John W. Creighton, Jr., President and Chief Executive
Officer, William D. Ruckelshaus, 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.
The 1996 Annual Meeting marks the retirement of Don C. Frisbee who
has been a director of the Company since 1983. Don Frisbee has brought
to our Board the invaluable benefit of his experience as the chief
executive officer of a large corporation and as a director of other
companies in a variety of industries. We wish him well as we
acknowledge how much we will miss his counsel in our future
deliberations.
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 Tuesday, April 16, 1996, at 9:00 a.m. for the following purposes:
1. To elect three directors for terms expiring in 1999, presented on
page 1.
2. To consider and act upon two shareholder proposals, if properly
presented.
.Item 2 on the Form of Proxy--proposal relating to the
Shareholder Rights Plan, presented on page 13.
.Item 3 on the Form of Proxy--proposal relating to a classified
board presented on page 15.
3. To consider and act upon a proposal by the Board of Directors to
approve amendments to the Weyerhaeuser Company Long Term
Incentive Compensation Plan, presented on page 16.
4. To transact such other business as may properly come before the
meeting.
<PAGE>
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 23, 1996, 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 4, 1996
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
Tacoma, Washington 98477
(206) 924-5273
(First Mailed March 4, 1996)
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 Tuesday, April 16, 1996. 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 23, 1996, the record date for the
determination of shareholders entitled to vote at the annual meeting,
there were outstanding 198,070,891 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 1996 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
proposals and the proposal by the Board of Directors 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 shareholders' or Directors' proposals because abstentions and
"broker non-votes" do not represent votes cast by shareholders.
The Company's annual report to shareholders for 1995 is being mailed
with this proxy statement to shareholders entitled to vote at the 1996
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 nine. The three nominees identified below are
the nominees comprising the class to be elected at the 1996 annual
meeting for three-year terms expiring at the 1999 annual meeting. All
of the nominees are currently directors of the Company elected by the
shareholders, except Mrs. Ingram who was elected a director on October
11, 1995.
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 1999
Martha R. Ingram--Mrs. Ingram, 60, a director of the Company since
October, 1995, has been chairman of Ingram Industries Inc. (micro-
computer, book and video distribution, and inland barging) since 1995
and a member of the board since 1981. She was Director of Public
Affairs in the period 1979-95. She is also a director of Baxter
International Inc. and First American Corporation. Mrs. Ingram serves
on the Boards of Vassar College, Ashley Hall and Vanderbilt University.
She is also chairman of the 1996 Tennessee Bicentennial Commission.
John I. Kieckhefer--Mr. Kieckhefer, 51, 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, 69, 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, 54, 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.
John W. Creighton, Jr.--Mr. Creighton, 63, 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 Unocal
Corporation, Portland General Corporation, Quality Foods Centers, Inc.
and Washington Energy Company.
W. John Driscoll--Mr. Driscoll, 66, 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, Northern
States Power Company, John Nuveen & Company and The St. Paul Companies,
Inc.
CONTINUING DIRECTORS--TERM EXPIRES IN 1998
Philip M. Hawley--Mr. Hawley, 70, 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 1993-1995. He is a director of AT&T Corp., Atlantic
Richfield Company, BankAmerica Corporation and its subsidiary, Bank of
America NT&SA and Johnson & Johnson.
William D. Ruckelshaus--Mr. Ruckelshaus, 63, a director of the Company
since 1989, is chairman of Browning-Ferris Industries, Inc. (waste
services) and from October, 1988 to October, 1995 was chief executive
officer. 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, and Nordstrom, Inc.
2
<PAGE>
Richard H. Sinkfield--Mr. Sinkfield, 53, 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.
Messrs. Creighton, Frisbee, Ruckelshaus 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 three
occasions in 1995, 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, Ruckelshaus, Sinkfield and Mrs. Ingram are members of
the Accounting and Reporting Standards Committee of which Mr.
Ruckelshaus is chairman. The Accounting and Reporting Standards
Committee, which met on three occasions in 1995, 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 five occasions in 1995, 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, 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 1995 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.
The Board of Directors of the Company met on eight occasions in 1995.
All of the directors attended at least 75% of the total meetings of the
Board and the committees on which they served in 1995.
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.
3
<PAGE>
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 Common
Name of Individual or Dispositive Powers Percent of Class Share
Identity of Group (number of common shares) (common shares) Equivalents(1)
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
William H. Clapp............. 516,509 * 547
William R. Corbin............ 66,789 * 6,013
John W. Creighton, Jr........ 394,956 * 17,107
W. John Driscoll............. 4,438,235 2.3 547
Richard C. Gozon............. 40,504 * 9,251
Philip M. Hawley............. 2,000 * 1,107
Martha R. Ingram............. 263,986 * --
Norman E. Johnson............ 55,265 * 880
John I. Kieckhefer........... 3,313,809 1.7 3,646
William D. Ruckelshaus....... 1,600 * 547
Richard H. Sinkfield......... 200 * 547
William C. Stivers........... 128,153 * 7,416
George H. Weyerhaeuser....... 3,004,559 1.5 547
Directors and executive
officers as a group
(17 individuals)............ 12,400,164 6.3 48,155
Bankers Trust Company,
as trustee under
Company employee bene-
fit plans(/2/).............. 11,254,841 5.7
-----------------------------------------------------------------------------------
</TABLE>
*Denotes amount is less than 1%
(1) Common share equivalents held as of February 14, 1996 under
the Fee Deferral Plan for Directors or under the incentive
compensation plan for executive officers.
(2) As of January 22, 1996 Bankers Trust Company held such
shares in a trust fund for employee savings (401(k)) and
profit sharing plans.
The foregoing table shows as of January 22, 1996 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. Corbin with respect
to 66,250 common shares, in the case of Mr. Creighton with respect to
343,410 common shares, in the case of Mr. Gozon with respect to 15,000
common shares, in the case of Mr. Johnson
4
<PAGE>
with respect to 55,100 common shares, in the case of Mr. Stivers with
respect to 120,641 common shares, in the case of Mr. Weyerhaeuser with
respect to 135,094 common shares and of the group with respect to
902,820 common shares, the number of shares that could be acquired
within 60 days after January 22, 1996, 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, 441,621 shares; Mr. Driscoll, 3,302,810 shares (including
197,484 shares as to which he shares fiduciary powers with Mr.
Weyerhaeuser); Mrs. Ingram, 3,105 shares; Mr. Kieckhefer, 3,312,551
shares; and Mr. Weyerhaeuser, 2,717,827 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,
441,621 shares; Mr. Driscoll, 4,328,907 shares; Mrs. Ingram, 3,105
shares; Mr. Kieckhefer, 2,983,394 shares.
Two family trusts of which John I. Kieckhefer is a co-trustee
received a distribution in 1995 of common shares following the death of
Mr. Kieckhefer's step-grandmother. On August 1, 1995, after the date
required, these trusts each filed a form reporting the ownership of
those common 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 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.
5
<PAGE>
The Committee uses an industry comparison group for compensation
purposes. All but one 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. (This company does 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.
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.
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 1995 bonus funding, the Committee relied heavily on actual 1995
earnings relative to target to determine the final funding and
individual payments. In 1995, the company achieved earnings levels
substantially above target due to record performance in the pulp and
paper businesses, and strong earnings results in the timberlands and
wood products segment. In addition, excellent performance relative to
the industry was achieved. The Committee approved plan funding at a
level approximately 100 percent above target funding.
In 1995, the Committee approved a new deferral program for executive
officers. The purpose of the program is to further align executive
interests with those of shareholders by providing an incentive linked
to the performance of Weyerhaeuser stock. It allows executives to defer
all or a portion of their 1995 bonus into Weyerhaeuser share
equivalents, with a
6
<PAGE>
15 percent premium applied if they delay payment for at least 5 years.
The deferred account grows or declines based on the performance of
Weyerhaeuser stock (plus dividends).
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.
Deductibility of Compensation
The Committee has considered the provisions of Section 162(m) of the
Internal Revenue Code which limit the deductibility of compensation
paid to each named executive to $1 million. For the long-term component
of compensation, the Committee endorsed amendments to the Company's
Long-Term Incentive Compensation Plan in 1995 to maximize the
deductibility of compensation paid under the plan. These amendments are
being submitted to shareholders for approval at the 1996 annual
meeting, (see Item 4, page 16). For salary and annual incentive
compensation, the Company offers a deferral plan which permits base
salary and annual incentive (if deferred) to be exempt from the limit
on tax deductibility. At this time, due to voluntary deferral
elections, it is not anticipated that any executive officer will
receive compensation in excess of the limit during 1996.
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 1995 performance was reviewed by the Committee which
made recommendations to the Board concerning his compensation. The
Board approved the recommendations which are detailed below.
Mr. Creighton's base salary was increased to $825,000 in 1995 which
is 93 percent of the median salary for CEOs of companies in the
industry comparison group.
Mr. Creighton received an annual cash incentive of $750,000. This
award represents 152 percent of his target award under the annual
incentive plan. As with other bonus awards, the Committee relied
heavily on 1995 earnings relative to target in recommending this
amount.
For the long-term component of Mr. Creighton's compensation, an award
of 80,000 stock options was granted to Mr. Creighton in 1995. Based on
survey data provided by an outside consultant, this is a median long-
term incentive grant for CEOs in the forest products industry.
In making the above recommendations about Mr. Creighton's
compensation, the Committee exercised its subjective judgment and
considered the following performance factors: the improved Company
financial results and total shareholder returns during Mr. Creighton's
tenure as CEO, improved Company financial performance relative to the
forest products industry, Mr. Creighton's success in building a strong
leadership team, his leadership in setting
7
<PAGE>
the Company's strategic direction, and operating improvements related
to business improvement goals established in 1990 and 1995.
Don C. Frisbee W. John Driscoll Philip M. Hawley John I. Kieckhefer
Chairman
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- ---------------------------
Awards Payouts
------------------- -------
Other Restricted All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 1995 806,480 750,000 -- None 80,000 None 111,093
CEO/President 1994 738,357 576,000 -- None 80,000 None 10,006
1993 682,740 430,000 -- None 75,000 None 6,296
R.C. Gozon 1995 358,580 365,000 -- None 30,000 None 61,218
Executive VP 1994(2) 186,488 127,000 -- None 30,000 None 0
W.R. Corbin 1995 356,845 365,000 -- None 30,000 None 45,431
Executive VP 1994 328,789 213,000 -- None 40,000 None 8,975
1993 302,246 192,000 -- None 30,000 None 3,052
W.C. Stivers 1995 317,606 292,600 -- None 25,000 None 53,733
Sr. VP/CFO 1994 289,398 170,000 -- None 35,000 None 10,006
1993 268,781 134,000 -- None 25,000 None 6,296
N.E. Johnson 1995 285,303 232,000 -- None 15,000 None 9,843
Sr.VP 1994 267,995 139,000 -- None 22,000 None 10,006
1993 254,301 107,000 -- None 15,000 None 6,296
-----------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column are:
(a) the Company contribution to qualified 401(k) and profit
sharing plan accounts;
(b) the premium amount credited to the executive's deferred
compensation account based on the bonus amount deferred
as common share equivalents.
(2) Mr. Gozon began working for the Company on June 1, 1994.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------
No. of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Grant Date
Name Granted(1) Fiscal Year Price Expiration Present Value(2)
(#) (%) ($) Date ($)
(A) (B) (C) (D) (E) (F)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.W. Creighton, Jr...... 80,000 7.2 39.50 02/07/05 1,103,200
R.C. Gozon.............. 30,000 2.7 39.50 02/07/05 413,700
W.R. Corbin............. 30,000 2.7 39.50 02/07/05 413,700
W.C. Stivers............ 25,000 2.2 39.50 02/07/05 344,750
N.E. Johnson............ 15,000 1.4 39.50 02/07/05 206,850
---------------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1995 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 $39.50 equal to
the fair market value of the underlying stock on the
grant date.
. An option term of ten years.
. An interest rate of 7.47 that represents the
interest rate on a U.S. Treasury security with a
maturity date corresponding to that of the option
term.
. Volatility of 25,639 calculated using daily stock
prices for the one-year period prior to the grant
date.
. Dividends at the rate of $1.60 per share
representing the annualized dividends paid with
respect to a share of common stock at the date of
grant.
The ultimate values of the options will depend on the
future market price of the Company's stock, which cannot
be forecast with reasonable accuracy. The actual value,
if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of
the Company's common stock over the exercise price on the
date the option is exercised.
10
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options/SARs
Options/SARs at FY-End at FY-End(2)
------------------------- -------------------------
Shares Acquired Value
on Exercise(1) Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. W. Creighton, Jr..... 36,504 766,599 264,658 209,998 3,402,657 393,587
R. C. Gozon............. -- -- 7,500 52,500 8,438 132,188
W. R. Corbin............ -- -- 36,250 82,500 209,610 140,156
W. C. Stivers........... -- -- 95,641 76,250 1,167,791 160,703
N. E. Johnson........... -- -- 41,600 45,750 356,001 105,235
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of securities underlying options/SARs exercised
(2) Based on a fair market value at fiscal year end of $43.0625
COMPARISON GRAPH
Comparison of Five-Year Cumulative Total Return
Weyerhaeuser Company, S&P 500, and S&P Paper and Forest
Products Group
<TABLE>
<CAPTION>
Measurement
Period (Fiscal
Year Covered) Weyerhaeuser S&P 500 S&P Paper and Forest
---------------------------------------------------------------------
<S> <C> <C> <C>
12/31/90 $100 $100 $100
FYE 12/31/91 $131.52 $130.34 $126.82
FYE 12/31/92 $182.45 $140.25 $144.99
FYE 12/31/93 $227.13 $154.31 $159.84
FYE 12/31/94 $196.49 $156.42 $166.64
FYE 12/31/95 $234.47 $214.99 $183.42
</TABLE>
Assumes $100 Invested of December 31, 1990 in Weyerhaeuser common stock, S&P
500, and S&P's Paper and Forest Products Group
- - Total return assumes reinvestment of dividends
- - Measurement dates are the last trading day of the calendar year shown
- - S&P's Paper and Forest Products Group: Boise Cascade, Champion International,
Federal Paper Board, Georgia-Pacific, International Paper, James River,
Louisiana-Pacific, Mead, Pollatch, Union Camp, Westvaco, Weyerhaeuser and
Willamette.
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>
$ 300,000 65,432 87,242 109,053 130,864 152,674 174,485
350,000 76,682 102,242 127,803 153,364 178,924 204,485
400,000 87,932 117,242 146,553 175,864 205,174 234,485
450,000 99,182 132,242 165,303 198,364 231,424 264,485
500,000 110,432 147,242 184,053 220,864 257,674 294,485
550,000 121,682 162,242 202,803 243,364 283,924 324,485
600,000 132,932 177,242 221,553 265,864 310,174 354,485
650,000 144,182 192,242 240,303 288,364 336,424 384,485
700,000 155,432 207,242 259,053 310,864 362,674 414,485
750,000 166,682 222,242 277,803 333,364 388,924 444,485
800,000 177,932 237,242 296,553 355,864 415,174 474,485
850,000 189,182 252,242 315,303 378,364 441,424 504,485
900,000 200,432 267,242 334,053 400,864 467,674 534,485
950,000 211,682 282,242 352,803 423,364 493,924 564,485
1,000,000 222,932 297,242 371,553 445,864 520,174 594,485
1,050,000 234,182 312,242 390,303 468,364 546,424 624,485
1,100,000 245,432 327,242 409,053 490,864 572,674 654,485
1,150,000 256,682 342,242 427,803 513,364 598,924 684,485
1,200,000 267,932 357,242 446,553 535,864 625,174 714,485
---------------------------------------------------------------------
</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) $120,000 (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
12
<PAGE>
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.
If each of the executive officers named in the Summary Compensation
table had retired in 1995, the five-year average compensation used to
calculate retirement benefits would average 62% 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., $970,923, W. R.
Corbin, $473,624, R. C. Gozon, $424,948, W. C. Stivers, $369,366, and
N. E. Johnson, $335,783. The credited years of service for those
individuals in the table are, respectively, 25.2, 6.8, 1.5, 25.2, and
36.7 years.
Pursuant to an agreement 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, the Companys Executive Vice
President, Timberlands & Distribution, who joined the Company in 1992,
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 equal to 12
months of base pay. 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.
Pursuant to an agreement with Mr. Gozon, who became the Company's
Executive Vice President, Pulp, Paper & Packaging in 1994, his pension
and post-retirement health benefits will be calculated based on at
least ten years of service if he leaves the Company after age 65. In
the event Mr. Gozon is terminated by the Company, he will be entitled
to a severance payment the value of which initially equaled 36 months
of base pay and decreases with each month of his employment to 12
months of his base salary when he has 36 months or more of service.
Prior to joining the Company, Mr. Gozon had been employed by Alco
Standard Corporation, most recently in the position of president and
chief operating officer.
ITEM 2. SHAREHOLDER PROPOSAL--RELATING TO THE SHAREHOLDER RIGHTS PLAN
The Amalgamated Bank of New York 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 1996 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
("Weyerhaeuser") or the "Company") request the Board of Directors to
redeem the shareholder rights issued in 1986 unless such issuance is
approved by the affirmative vote of shareholders, to be held as soon as
may be practicable.
13
<PAGE>
SUPPORTING STATEMENT
On December 9, 1986, the Board of Directors of Weyerhaeuser issued,
without shareholder approval, certain shareholder rights (the "rights")
pursuant to the Shareholder Rights Plan. We strongly believe that such
rights are a type of anti-takeover device, common 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 do not believe that the future
possibility of a takeover justifies the unilateral imposition 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.
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) was prepared 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. It states that "empirical tests,
taken together, show that poison pills are harmful to target
shareholders, on net." A more recent study by Professor Michael
Ryngaert, published in 1988 and covering 380 companies adopting poison
pills in the 1982-86 period singled out rights plans such as the one
authorized by Weyerhaeuser for their negative effect on shareholder
value.
At the 1995 annual meeting of shareholders over 46% of the voting
shares approved this resolution. 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 beliefs that the unilateral and undeniably undemocratic
adoption of the rights plan by the Company is unjustified, that the
continued existence of such a rights plan by the Company is
unjustified, and that the continued existence of such rights plan is
not in the best interest 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 take advantage
of its shareholders.
On three prior occasions, in 1990, 1994 and 1995, the shareholders
supported the Plan by defeating proposals asking the Board to redeem
the Plan or to submit it to a vote of the shareholders.
14
<PAGE>
The Board conducted a review of the Plan 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
similar plans. 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.
ITEM 3. SHAREHOLDER PROPOSAL--RELATING TO A CLASSIFIED BOARD
Mr. Bartlett Naylor, 1255 North Buchanan, Arlington, Virginia 22205,
a shareholder, has stated his intention to present a proposal at the
1996 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:
Resolved: That the stockholders of Weyerhaeuser urge that the Board
of Directors take the necessary steps to hold annual elections for all
directors, and that this change shall be accomplished in a manner that
does not affect the unexpired terms of directors previously elected.
SUPPORTING STATEMENT
Currently, the Weyerhaeuser is composed of three classes of
directors. Only a third of the board faces election each year; each
individual director faces election once every three years. I believe
that reducing the frequency of director elections reduces the
accountability of each director to shareholders. Many shareholders have
voiced growing concern about classified boards.
In the case of the Weyerhaeuser board, I am concerned that management
insulation from the long-term interests of shareholders has led the
company to adopt counterproductive policies.
Much of Weyerhaeuser's physical resources stem from a century old
contract whose validity apparently requires the abiding and expensive
attention of federal and state lobbyists. Such a fragile tether to hard
assets may account for the Company's aggressive forest cutting. Having
mined extensively its own lands, the Company now bids to cut on
national forest property. And again, this initiative turns on the
persuasion of lawmakers in state and federal seats of government.
First, such aggressive depletion of assets may not serve long-term
shareholder interests. Second, shareholders might be served by a more
reliable understanding of the company's own claims on the resources it
identifies as assets.
I believe a company more attuned to shareholder interests would
undertake a more reasoned and stable approach to asset management.
While annual election of directors will not automatically achieve this
goal, I believe it is an important first step.
Therefore, I urge support for this resolution.
15
<PAGE>
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 3
In October of 1985, Weyerhaeuser Company's shareholders by an 80%
affirmative vote decided that its Board of Directors should be divided
into three classes with Directors elected to staggered three-year
terms. This was to insure continuity and stability in the composition
of, and in the policies formulated by, the Company's Board of
Directors.
The Board believes that staggered terms provide an effective balance
between the desire for continuity on the Board and the need for
accountability. Approximately one-third of the directors stand for
election each year and the entire board can be replaced in the course
of three annual meetings held just two years apart.
The Board also believes that the classified Board structure reduces
the ability of a third party to effect a sudden or surprise change in
the Company's direction without the support of the incumbent Board.
This encourages any person who might seek to acquire control of the
Company to negotiate with the Board and would help give the Board the
time it would need to evaluate any proposal, study alternatives and
seek the best result for all shareholders.
Although the proposal addresses the mechanics of electing directors,
the statement in support of the proposal is an inaccurate description
of the Company's forest practices and asset base. The Company has a
strong hold on its fixed assets, with good title to over 5 million
acres of forest land in the United States. The Company is a leader in
forestry research and sustainable forestry practices and has been for
many decades. The Company's long-standing commitment to sustainable
forestry is resulting in an increasing supply of forest products from
the Company's timberlands.
The Board of Directors continues to believe that a classified Board
is appropriate and prudent in protecting the interests of all
shareholders.
The Board recommends a vote AGAINST this proposal.
ITEM 4. PROPOSAL TO APPROVE AMENDMENTS TO THE WEYERHAEUSER COMPANY LONG-TERM
INCENTIVE COMPENSATION PLAN
INTRODUCTION
The Board of Directors has approved and recommends to the
shareholders the approval of certain amendments to the Weyerhaeuser
Company Long-Term Incentive Compensation Plan (the "Plan"). This Plan
was approved by the shareholders in 1992. The Plan provides for the
award of stock options and stock appreciation rights, restricted stock
and performance shares. The Compensation Committee has awarded stock
options and stock appreciation rights under the Plan, but has not to
date awarded restricted stock or performance shares.
Employees eligible to participate in the Plan are those designated by
the Compensation Committee. There are approximately 600 employees who
participate in the Plan, including the executive officers shown on the
Summary Compensation Table on page 9.
DESCRIPTION OF THE AMENDMENTS
During 1993 the Internal Revenue Code (the "Code") was amended with
respect to the tax deductibility of executive compensation. Under the
Code, publicly-held companies may not deduct compensation paid to
certain executive officers to the extent that such compensation exceeds
$1 million in any one year for each such officer. The Code provides an
exception for "performance-based" compensation. The purpose of the
proposed amendments is to qualify awards under the Plan for the
"performance-based" exception in the Code.
16
<PAGE>
The amendments would add the following provisions to the Plan:
. A requirement that Compensation Committee (the "Committee")
members be "Outside Directors" as defined in the Code.
. A definition of "performance measures" as objective criteria
specifically defined by the Committee on a Company-specific
basis, business-unit basis or in comparison with peer group
performance, which may include or exclude specified items of an
unusual or nonrecurring nature, and are based on one or more of
the following: earnings before interest and taxes, net earnings,
earnings per share, return on equity, return on assets, return on
capital employed, cash flow, cost reduction, stock price
appreciation, total shareholder return, economic value added,
cash flow return on investment and cash value added.
. A requirement that the maximum number of shares that may be
awarded to any participant in the Plan in any year as stock
options or stock appreciation rights is 200,000.
. A requirement that restricted stock awards must be made subject
to performance measures established by the Committee, in writing,
no later than the first 90 days of the period in which the
performance measure shall apply. Performance periods used must
not be shorter than one year.
. A requirement that the maximum number of shares that may be
awarded to any participant each year as restricted stock is
50,000.
. A requirement that performance share awards must be subject to
performance measures established by the Committee, in writing, no
later than the first 90 days of the period in which the
performance measure shall apply. The amendments also require that
performance period may not be shorter than one year.
. A requirement that the Committee may not adjust performance goals
and performance periods for any award if such adjustment would
increase the amount of such award.
. A requirement that the maximum amount that may be paid to any
participant in any year with respect to performance share awards
is $2,000,000.
Stock option awards were made under the Plan to approximately 504
employees on February 13, 1996. It is not anticipated that additional
awards will be made to executive officers under the Plan in 1996. On
February 23, 1996, the closing price for common shares in consolidated
trading on the New York Stock Exchange was $45.00.
BENEFITS UNDER THE LONG-TERM INCENTIVE COMPENSATION PLAN TO DATE IN 1996
<TABLE>
<CAPTION>
Number of Common Average Exercise
Shares Underlying Price of Options
Name Options Granted
-----------------------------------------------------------------------
<S> <C> <C>
J. W. Creighton, Jr................ 100,000 45.9375
R. C. Gozon........................ 30,000 45.9375
W. R. Corbin....................... 30,000 45.9375
W. C. Stivers...................... 25,000 45.9375
N. E. Johnson...................... 13,000 45.9375
All executive officers as a group.. 268,000 45.9375
All other employees (including all
officers who are not executive
officers) as a group.............. 946,100 45.9375
-----------------------------------------------------------------------
</TABLE>
17
<PAGE>
Options granted in 1996 under the Plan 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 all of the shares exercisable 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.
The full text of the Plan appears as Exhibit A to this Proxy
Statement, to which reference is made for a full statement of its terms
and provisions. A summary of the principal features of the plan,
including the proposed amendments, follows:
Term. The Plan became effective on April 16, 1992. The amendments to
the Plan would become effective on the date they are approved by the
shareholders of the Company. The Plan has no fixed expiration date.
Administration. The Plan is administered by the Compensation
Committee of the Board of Directors (the "Committee") which has the
exclusive authority to make awards under the Plan and all
interpretations and determinations affecting the Plan. No Committee
member will be eligible to participate in the Plan or may have been
awarded equity securities of the Company pursuant to the Plan or any
other plan of the Company during the year prior to Committee service.
Committee members must be "Outside Directors" for purposes of
Section 162(m) of the Internal Revenue Code of 1986.
Participation. Participation in the Plan is limited to key officers
and other employees of the Company and its subsidiaries who are
selected from time to time by the Committee. Participants in the Plan
are also eligible to participate in other incentive plans of the
Company.
Types of Awards. Awards under the Plan may be in the form of stock
options (including incentive stock options which meet the requirements
of Section 422 of the Internal Revenue Code ("ISOs")), stock
appreciation rights ("SARs"), restricted stock and performance shares.
Awards will be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law. However, the
option price per share of stock purchasable under any stock option and
the option price of any SAR will not be less than the fair market value
of such shares on the date of grant of the option or SAR.
Shares Available for Awards. No more than ten million shares may be
issued under the Plan (subject to adjustment as described below for a
stock split, stock dividend, recapitalization, merger and the like). As
of February 23, 1996, options with respect to 5,802,363 shares had been
granted under the Plan, and 4,197,637 shares remain available for
awards.
Stock Options. The term of options granted under the Plan will be
fixed by the Committee; however, such term may not exceed ten years
from the grant date. The per share purchase price for any shares
purchasable under any option will be determined by the Committee but
will not be less than 100% of the fair market value of the shares on
the date the option is granted. Each option will become exercisable
only after one year of continuous employment from the date the option
is granted by the Company or subsidiary or the death of the option
holder prior to one year of continuous employment after the option is
granted. Each option shall be exercisable in full or in part by payment
of the option price in cash or shares for the number of shares to be
purchased.
Exercise-Sell Election. Holders of stock options who do not have the
appreciation rights election shall have the right to exercise each
option by causing a cash payment to be made for the shares as to which
the option is exercised and simultaneously having such number of shares
18
<PAGE>
sold through a broker in an open-market transaction without cost of
sale to the option holder. The number of shares sold shall approximate
50% of the value of the portion of the option exercised. Following such
exercise the option holder shall receive the proceeds of the sale of
shares and the number of shares remaining after such sale.
Stock Appreciation Rights. SARs may be granted in tandem with options
or on a stand-alone basis. Upon exercise of a Stock Appreciation Right,
the holder will be entitled to receive the excess of the fair market
value of the shares over the total option price for the shares, payable
50% in cash and 50% in shares (unless otherwise determined by the
Committee).
Maximum Number of Stock Options and Stock Appreciation Rights. The
maximum number of shares that may be awarded to any participant in any
year as stock options or stock appreciation rights is 200,000.
Performance Measures. A "Performance Measure" means objective
criteria specifically defined by the Committee on a Company-specific
basis, business-unit basis or in comparison with peer group
performance, which may include or exclude specified items of an unusual
or nonrecurring nature, and are based on one or more of the following:
earnings before interest and taxes, net earnings, earnings per share,
return on equity, return on assets, return on capital employed, cash
flow, cost reduction, stock price appreciation, total shareholder
return, economic value added, cash flow return on investment, and cash
value added.
Restricted Shares. The Committee is authorized to make awards of
common shares subject to Performance Measures established by the
Committee, in writing, no later than the first 90 days of the period in
which the Performance Measure shall apply. Performance Measures shall
not be shorter than one year. Other terms and conditions the Committee
may approve include the manner in which such shares are held, the
extent to which the holder of such shares has the rights of a
shareholder and the circumstances under which such shares will be
forfeited by reason of termination of employment. None of the shares
subject to a restricted share award may be assigned, transferred,
pledged or sold until they are delivered to the holder of the share
award. The maximum number of common shares that may be awarded to any
participant each year as a restricted share award is 50,000.
Performance Share Awards. The Committee is authorized to grant
performance shares to participants using Performance Measures
established by the Committee, in writing, no later than the first 90
days of the period in which the Performance Measure shall apply. The
Committee is authorized to determine the length of performance periods,
except that no performance period may be shorter than one year. The
Committee may not adjust performance goals and performance periods
established for any award if such adjustment would increase the amount
of the award. If the holder of a performance share award resigns,
elects early retirement before age 62 or is terminated for cause during
a performance period, the award is forfeited. Performance awards may be
paid in cash or shares or any combination thereof. The maximum amount
that may be paid to any participant in any year with respect to
performance share awards is $2,000,000.
Adjustments. If any stock dividend, stock split, recapitalization,
merger, consolidation, or other change in the capitalization of the
Company or similar corporate transaction or event affecting the
Company's common shares results in (a) the outstanding shares being
exchanged for a different number of class of securities of the Company
or any other corporation; or new, different or additional securities of
the Company or any other corporation being received by the holders of
shares of the Company, then the Committee shall, in such manner as it
deems equitable, adjust (i) the limitation of 10,000,000 shares that
may be issued under the Plan,
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<PAGE>
(ii) the number and class of shares that may be subject to stock
options, restricted shares or performance share awards and have not
been issued; (iii) the purchase price to be paid for unexercised stock
options; (iv) the share value used to determine the amount or value of
any award under the Plan; and (v) the annual limits on the number of
shares with respect to stock options, SARs and restricted stock that
may be granted under the Plan.
Change in Control. The Committee is authorized to take such action as
it deems necessary and equitable with respect to Stock Options, SARs,
Restricted Share and Performance Share awards under the Plan in the
event of a merger of the Company with, consolidation of the Company
into, or the acquisition of the Company by, another corporation, or a
sale or transfer of all or substantially all of the assets of the
Company to another corporation or entity, a tender or exchange offer
for shares made by any corporation, person or entity (other than the
Company), or other reorganization, as a result of which the Company is
not likely to continue as an independent, publicly owned corporation.
Acquired Company Options. The Committee may grant stock options
and/or SARs under the Plan in substitution for stock options or SARs
issued under other plans, or assume under the Plan stock options and/or
SARs issued under other plans, if the other plans are or were plans of
other corporations and the new option or right is substituted, or the
old option or right is assumed by reason of a corporate merger,
consolidation, acquisition or the like.
Federal Income Tax Consequences.
Non-Qualified Options
Under the applicable provisions of the Internal Revenue Code, no tax
will be payable by the recipient of an option at the time of grant.
Upon exercise of a non-qualified option, the excess, if any, of the
fair market value of the shares with respect to which the option is
exercised over the total option price of such shares will be treated
for Federal tax purposes as ordinary income. Any profit or loss
realized on the sale or exchange of any share actually received will be
treated as a capital gain or loss. The Company will be entitled to
deduct the amount, if any, by which the fair market value on the date
of exercise of the shares with respect to which the option was
exercised exceeds the exercise price.
Incentive Stock Options
With respect to an Incentive Stock Option (ISO), generally, no
taxable gain or loss will be recognized when the option is exercised
(if the appreciation rights election is not made). ISOs exercised more
than three months after termination of employment will be taxed in the
same manner as non-qualified options described above. Generally, upon
exercise of an ISO, the spread between the fair market value and the
exercise price will be an item of tax preference for purposes of the
alternative minimum tax.
If the shares acquired upon the exercise of an ISO are held for at
least one year, any gain or loss realized upon their sale will be
treated as long-term capital gain or loss. The Company will not be
entitled to a deduction. If the shares are not held for the one-year
period, ordinary income will be recognized in an amount equal to the
difference between the amount realized on the sale and the price paid
for the shares to the extent the exercise price exceeded the grant
price. Remaining gain, if any, would be capital gain. The Company will
be entitled to a deduction equal to the amount of any ordinary income
so recognized. If the shares are not held for the one-year period and
the amount realized upon sale is less than the grant price, such
difference will be a capital loss.
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<PAGE>
Stock Appreciation Rights
Upon the grant of an option which has a SAR election, no taxable
income is realized by the holder and no deduction is available to the
Company. Upon exercise of an option through a stock appreciation rights
election, the tax consequences to the holder and the company are the
same as for exercise of a non-qualified stock option.
Exercise-Sell Election
The Federal income tax consequences resulting from an exercise-sell
election are the same as those resulting from making a stock
appreciation rights election.
The Board recommends a vote FOR this proposal.
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
21
<PAGE>
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 1995, the Company purchased a total of $7,022,835 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 1995, two trusts in which Mr. Kieckhefer and members of his family
have ownership interests purchased limited partnership units for a
total of $875,000 in WRI Galena Wineville Business Park Investors, a
real estate investment partnership in which Weyerhaeuser Venture
Company, a wholly-owned subsidiary of the Company, is the general
partner. The purchase of limited partnership units was on terms
comparable to those concurrently offered to other unit purchasers.
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 1996. 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 1997
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 5, 1996.
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<PAGE>
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
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 1996 annual meeting of shareholders was
made in the enclosure with the dividend which was mailed
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<PAGE>
to shareholders in November, 1995. The date of the next annual meeting
of shareholders of Weyerhaeuser Company after the 1996 annual meeting
is April 15, 1997.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington,
March 4, 1996
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, 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.
24
<PAGE>
EXHIBIT A
Weyerhaeuser
Company
Long-Term
Incentive Compensation Plan
A-1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I. GENERAL......................................................... A-4
1. Name of Plan........................................................... A-4
2. Purposes............................................................... A-4
3. Effective Date......................................................... A-4
4. Number of Shares....................................................... A-4
4.1 Authorized Number of Shares.......................................... A-4
4.2 Reuse of Shares...................................................... A-4
4.3 Adjustment of Shares................................................. A-4
5. Administration......................................................... A-5
5.1 Administration and Interpretation by the Committee................... A-5
5.2 Interpretation; Change of Control Adjustments........................ A-5
ARTICLE II. DEFINITIONS.................................................... A-6
2. Definitions............................................................ A-6
ARTICLE III. STOCK OPTIONS; STOCK APPRECIATION RIGHTS...................... A-7
3.1 Types of Stock Options................................................ A-7
3.1.1 Types of Options................................................... A-7
3.1.2 Stock Appreciation Rights.......................................... A-8
3.1.3 Exercise/Sell Election............................................. A-8
3.2 Option Price.......................................................... A-8
3.3 Maximum Annual Award of Shares........................................ A-8
3.4 Vesting; Exercise Upon Termination of Employment...................... A-8
3.4.1 Initial Vesting Period............................................. A-8
3.4.2 Term of Options and Stock Appreciation Rights...................... A-9
3.4.3 Exercise by Personal Representative................................ A-9
3.4.4 Exercises of Options and Rights.................................... A-9
3.4.5 Post-Termination Exercises......................................... A-9
3.5 Payment for Shares.................................................... A-9
3.5.1 Form of Payment.................................................... A-9
3.6 Acquired Company Options.............................................. A-9
ARTICLE IV. STOCK AWARDS................................................... A-10
4. Stock Awards........................................................... A-10
4.1 Committee Authority.................................................. A-10
4.2 Issuance of Shares................................................... A-10
4.3 Waiver of Restrictions............................................... A-10
4.4 Maximum Annual Stock Awards.......................................... A-10
ARTICLE V. PERFORMANCE SHARE AWARDS........................................ A-10
5. Performance Share Awards............................................... A-10
5.1 Performance Share Awards Authority................................... A-10
5.2 Payout Upon Termination.............................................. A-11
5.3 Maximum Amount of Performance Share Awards........................... A-11
ARTICLE VI. GENERAL........................................................ A-11
6.1 Amendment and Termination of Plan.................................... A-11
6.2 Continued Employment; Rights in Options and Awards................... A-11
6.3 Other Compensation Plans............................................. A-11
6.4 Certificates for Shares; Registration................................ A-11
6.5 No Rights as Shareholder............................................. A-11
6.6 No Assignment or Transfer of Interests............................... A-11
</TABLE>
A-2
<PAGE>
<TABLE>
<S> <C>
6.7 Compliance with Laws and Regulations................................. A-12
6.8 Withholding of Taxes................................................. A-12
6.9 No Trust or Fund..................................................... A-12
6.10 Governing Law....................................................... A-12
6.11 Severability........................................................ A-12
</TABLE>
A-3
<PAGE>
WEYERHAEUSER COMPANY LONG-TERM INCENTIVE COMPENSATION PLAN
ARTICLE I. GENERAL
1. NAME OF PLAN
The name of the plan set forth herein is the "Weyerhaeuser Company
Long-Term Incentive Compensation Plan," herein called the "Plan."
2. PURPOSES
The purposes of the Plan are to enhance the long-term profitability
and shareholder value of Weyerhaeuser Company by offering stock based
incentives to those employees of the Company and Subsidiaries who are
key to the growth and success of Weyerhaeuser, to attract and retain
executives with experience and ability on a basis competitive with
industry practices and to encourage executives to acquire and maintain
stock ownership in Weyerhaeuser Company.
3. EFFECTIVE DATE
The effective date of the Plan is the date on which it is approved by
the shareholders of the Company, in accordance with the Washington
Business Corporation Act, at the annual meeting of shareholders on
April 16, 1992 or any adjournment thereof. The Plan shall have no fixed
expiration date.
4. NUMBER OF SHARES
4.1 Authorized Number of Shares. The number of Shares that may be
issued under the Plan shall not exceed ten (10) million. Shares issued
pursuant to the Plan will be authorized and unissued Shares which may
include Shares which from time to time have been reacquired by the
Company.
4.2 Reuse of Shares. To the extent that (a) any Stock Option or Stock
Appreciation Right expires, or is terminated, canceled or surrendered,
without being exercised (including, without limitation, in connection
with the grant of a replacement option); (b) Shares are not issued upon
exercise of any Stock Appreciation Right; (c) the underlying Shares are
not issued because the Award is forfeited, terminated, surrendered or
canceled; or (d) Shares are not issued pursuant to any Performance
Share Award, Shares underlying or subject to such Stock Option, Stock
Appreciation Right or Award shall again be available for issuance in
connection with future grants of Stock Options, Stock Appreciation
Rights and Awards under the Plan.
4.3 Adjustment of Shares. In the event that at any time or from time
to time a stock dividend, stock split, recapitalization, merger,
consolidation, or other change in capitalization of the Company, or a
sale by the Company of all or part of its assets, or any distribution
to shareholders other than a cash dividend, results in (a) the
outstanding Shares, or any securities exchanged therefor or received in
their place being exchanged for a different number or class of
securities of the Company or of any other corporation, or (b) new,
different or additional securities of the Company or of any other
corporation being received by the holders of Shares of the Company,
then:
(i) the limitation to 10,000,000 Shares set forth in Section 4.1
of Article I;
(ii) the number and class of Shares that may be made subject to
Stock Options, Stock Appreciation Rights and Awards;
A-4
<PAGE>
(iii) the Option Price of unexercised Stock Options and Stock
Appreciation Rights;
(iv) the maximum annual award of Shares set forth in Section 3.3
and the maximum annual stock awards set forth in Section 4.4; and
(v) Share values or prices used for calculation purposes shall in
each case be equitably adjusted as determined by the Committee in
its sole discretion.
5. ADMINISTRATION
5.1 Administration and Interpretation by the Committee. The Plan
shall be administered by the Committee. Members of the Committee shall
not be eligible to participate in the Plan, and no member of the
Committee shall have been, during the period of one year prior to
Committee service, granted or awarded equity securities of the Company
pursuant to the Plan or pursuant to any other plan of the Company.
Members of the committee must be "Outside Directors" for the purposes
of Section 162(m) of the Internal Revenue Code of 1986, which section
was adopted as part of the Omnibus Budget Reconciliation Act of 1993,
or any successor provision. The Committee shall have exclusive
authority to designate the employees of the Company and Subsidiaries
who are eligible to participate in the Plan as Participants. The
Committee shall also have exclusive authority to interpret the Plan and
may from time to time adopt, and change, rules and regulations of
general application for the administration of the Plan, including rules
and regulations relating to the manner of exercise and settlement of
Stock Options and Stock Appreciation Rights, issuance and custody of
Restricted Stock and the manner of settlement of Performance Share
Awards. The Committee's interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the
Committee pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Committee may delegate administrative
duties to such of the officers of the Company as it so determines.
5.2 Interpretation; Change of Control Adjustments. Without limiting
the preceding Section 5.1, and notwithstanding any other provisions of
the Plan, the Committee is authorized to take such action as it
determines to be necessary or advisable, and fair and equitable to
Participants, with respect to Stock Options, Stock Appreciation Rights
and Awards in the event of: a merger of the Company with, consolidation
of the Company into, or the acquisition of the Company by, another
corporation, or a sale or transfer of all or substantially all of the
assets of the Company to another corporation or any other person or
entity, a tender or exchange offer for Shares made by any corporation,
person or entity (other than the Company), or other reorganization, as
a result of which the Company is not likely to continue as an
independent, publicly-owned corporation. Such authorized action may
include (but shall not be limited to) establishing, amending or waiving
the type, terms, conditions, or duration of, or restrictions on, Stock
Options, Stock Appreciation Rights and Awards so as to provide for
earlier, later, extended or additional times for exercise, payments or
settlement or lifting of restrictions, differing methods for
calculating payments or settlements and other modifications, and the
Committee may take such actions by adopting rules and regulations
applicable to all Participants, to certain categories of Participants
or only to individual Participants. The Committee may take such actions
before or after making the grants of Stock Options, Stock Appreciation
Rights or Stock Awards to which the action relates and before or after
any public announcement with respect to such merger, consolidation,
acquisition, sale or transfer of assets, tender or exchange offer or
other reorganization that is the reason for such action.
A-5
<PAGE>
ARTICLE II. DEFINITIONS
2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set
forth below:
2.1 "Award" means any award or grant of Shares under Section 4 of
Article IV and any award or grant of Performance Shares under
Section 5 of Article V.
2.2 "Code" means the Internal Revenue Code as amended from time to
time.
2.3 "Committee" means the Compensation Committee of the Board of
Directors of the Company.
2.4 "Company" means Weyerhaeuser Company, a Washington
corporation.
2.5 "Disability" means "disability" as that term is defined for
purposes of the Company's Retirement Plan for Salaried Employees.
2.6 "Early Retirement" means retirement pursuant to the Company's
Retirement Plan for Salaried Employees on a date prior to the
individual's normal retirement date.
2.7 "Exercise/Sell Election" means the election set forth in
Section 3.1.3 of Article III.
2.8 "Fair Market Value" means the arithmetic average of the
highest and lowest sales prices per Share on a day as reported on
the consolidated transaction reporting system for New York Stock
Exchange issues for the day.
2.9 "Grant Date" means the date designated in a resolution of the
Committee as the date the Stock Option, Stock Appreciation Right or
Award is granted, which date shall not be earlier than the date the
Committee completed the act of adoption of the resolution. If the
Committee does not designate a Grant Date in the resolution, the
Grant Date shall be the date the Committee completed the act of
adoption of the resolution.
2.10 "Holder" means the Participant to whom is granted a Stock
Option, Stock Appreciation Right or Award, or the personal
representative of the Holder who has died.
2.11 "Incentive Stock Option" means an option to purchase Shares
granted under Article III of the Plan with the intention that it
qualify as an "incentive stock option" as that term is defined in
Section 422 of the Code.
2.12 "Non-Qualified Stock Option" means an option to purchase
Shares granted under Article III of the Plan other than an Incentive
Stock Option.
2.13 "Option Price" means the purchase price of Shares, as
prescribed by the Committee, in respect to any Stock Option or Stock
Appreciation Right.
2.14 "Participant" means an individual who is a Holder of Stock
Options, Stock Appreciation Rights and/or Awards or, as the context
may require, any employee of the Company or a Subsidiary who has
been designated by the Committee as eligible to participate in the
Plan.
2.15 "Performance Measures" means objective criteria specifically
defined by the Committee on a Company-specific basis, business-unit
basis or in comparison with peer group performance, which may
include or exclude specified items of an unusual or nonrecurring
nature, and are based on one or more of the following: earnings
before interest and taxes, net earnings, earnings per share, return
on equity, return on assets, return on capital employed, cash flow,
cost reduction, stock price appreciation, total shareholder return,
economic value added, cash flow return on investment, and cash value
added.
A-6
<PAGE>
2.16 "Performance Share" means a unit of value, equal on the Grant
Date to the Fair Market Value of a Share on such Date or such
greater value as the Committee shall prescribe, used to calculate
the total value of a Performance Share Award.
2.17 "Performance Share Award" means an Award granted under
Article V of the Plan the payout of which is subject to achievement
through a performance period of performance goals prescribed by the
Committee.
2.18 "Restricted Stock Award" means an Award of Shares granted
under Article IV of the Plan the rights of ownership of which are
subject to restrictions prescribed by the Committee.
2.19 "Retirement" means retirement as of the individual's normal
retirement date under the Company's Retirement Plan for Salaried
Employees.
2.20 "Shares" means the common shares (par value $1.25 per share)
of the Company.
2.21 "Stock Appreciation Right" means a right, granted under
Section 3.1.2 of Article III, to surrender to the Company all or a
portion of the related Stock Option, if any, and to receive an
amount (in Shares or cash or any combination of Shares and cash, as
the Committee shall determine) equal to the excess of the Window
Period Fair Market Value per Share for the date the Stock
Appreciation Right is exercised over the Option Price per Share, in
the case of a Stock Appreciation Right exercised within a Window
Period, or equal to the excess of the Fair Market Value per Share
for the date the Stock Appreciation Right is exercised over the
Option Price per Share in the case of a Stock Appreciation Right
exercised on a date outside a Window Period.
2.22 "Stock Option" or "Option" means the right to purchase Shares
granted under Section 3.1.1 of Article III of the Plan
2.23 "Subsidiary" means a corporation the voting share ownership
of which, by the Company or another Subsidiary, is sufficient for
the election of a majority of the directors of the corporation.
2.24 "Window Period" means a period of ten days on which there is
trading in Shares on the New York Stock Exchange, beginning with the
third trading day after disclosure by the Company to the public of
its earnings for the fiscal period just ended and ending with the
twelfth such day.
2.25 "Window Period Fair Market Value" means the highest daily
mean price per Share during the Window Period, determined from sales
prices as reported on the consolidated transaction reporting system
for New York Stock Exchange issues for the Window Period.
ARTICLE III. STOCK OPTIONS; STOCK APPRECIATION RIGHTS
3.1 TYPES OF STOCK OPTIONS
3.1.1 Types of Options. The Committee is authorized to grant Stock
Options to Participants either alone or wholly or partially in
connection with Stock Appreciation Rights, for such number of Shares
and at such Option Price, and exercisable in such installments over
such periods of time and subject to such vesting provisions, as the
Committee shall determine. The Committee shall designate each Option
issued hereunder as an "Incentive Stock Option" or a "Non-Qualified
Stock Option." The aggregate Fair Market Value on the Grant Date of
Share with respect to which Incentive Stock Options are exercisable by
the Participant for the
A-7
<PAGE>
first time in any calendar year shall not exceed the amount provided
for in Section 422 of the Code.
3.1.2 Stock Appreciation Rights. The Committee is authorized to grant
Stock Appreciation Rights, either alone or wholly or partly in
conjunction with Stock Options, for such numbers of Shares and at such
Option Prices as the Committee shall determine. Upon exercise of a
Stock Appreciation Right, the Holder shall be entitled to receive
Shares having value equivalent to 50% of the difference per Share
between the Window Period Fair Market Value, or the Fair Market Value,
whichever is applicable, and the Option Price, multiplied by the number
of Shares as to which the Stock Appreciation Right is exercised, and
cash equivalent to 50% of the difference per Share between the
applicable Window Period Fair Market Value or Fair Market Value and the
Option Price, multiplied by the number of Shares as to which the Stock
Appreciation Right is exercised, provided that the Committee shall have
the sole discretion to determine in any case or cases such other form
in which payment will be made, i.e. all cash, all Shares, or any
combination thereof. If the Holder is to receive Shares upon exercise
of a Stock Appreciation Right, the number of Shares so determined is
not a whole number, such number shall be reduced to the next lower
number and there shall be paid to the Holder in cash an amount equal to
the product of multiplying the remaining fractional share by the
applicable Fair Market Value of one share on the exercise date.
3.1.3 Exercise/Sell Election. Holders of Stock Options not granted in
conjunction with Stock Appreciation Rights shall have, at each time of
exercise of such an Option, the right to elect to exercise such Option
by causing a cash payment of the Option Price to be made to the Company
and simultaneously having such number of such Shares, as is determined
by the Secretary of the Company, sold through a Company-designated
registered broker in an open market transaction without cost of sale to
the Holder, such "exercise/sell election" to be effected in accordance
with procedures and documentation established by the Secretary of the
Company and the number of Shares to be sold to approximate the number
of Shares that upon sale on the exercise date would be required to
yield cash proceeds equivalent to the sum of (i) the total Option Price
for the Shares as to which the option is exercised and (ii) 50% of the
difference between (x) the total Fair Market Value on the exercise date
of the Shares as to which the option is exercised; and (y) the total
Option Price for the Shares as to which the option is exercised. The
Holder exercising a Stock Option with the Exercise/Sell Election shall
be entitled to receive (i) the proceeds of sale of the Shares to be
sold remaining after payment to the Company of the Option Price and
applicable tax withholding and (ii) the number of Shares remaining
after the sale of Shares as provided in this Section.
3.2 Option Price. The Option Price of the Shares subject to any Stock
Option or Stock Appreciation Right shall be determined by the
Committee, but shall in no instance be less than the Fair Market Value
on the Grant Date.
3.3 Maximum Annual Award of Shares. The maximum number of shares that
may be awarded to any participant in any year as Stock Options or Stock
Appreciation Rights is 200,000.
3.4 Vesting; Exercise Upon Termination of Employment
3.4.1 Initial Vesting Period. Each Stock Option and Stock
Appreciation Right shall become initially exercisable only after one
year (or such longer period as may be determined by the Committee)
of continuous employment of the Holder by the Company and/or one or
more Subsidiaries after the Grant Date, provided, that if the Holder
shall die prior to completion of such year of continuous employment,
each Stock Option and Stock
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Appreciation Right held by such Holder may nevertheless be exercised
in accordance with this Section 3.
3.4.2 Term of Options and Stock Appreciation Rights. Except as
otherwise provided in this Section 3, each Stock Option and Stock
Appreciation Right shall by its terms expire at such time as the
Committee may determine in granting it, but not later than ten years
from the date the Option or Right is granted.
3.4.3 Exercise by Personal Representative. Any Stock Option or
Stock Appreciation Right exercisable at the time of death of the
Holder may be exercised by the personal representative of the Holder
entitled thereto at any time or from time to time within two years
after the date of death, but in no event later than ten years (or
such shorter period as determined under Section 3.3.2) from the
Grant Date.
3.4.4 Exercises of Options and Rights. Each Stock Option and Stock
Appreciation Right shall be exercisable by the Holder from time to
time for the full amount or for any part thereof, but no such Option
or Right shall be exercised in part more frequently than once in any
period of ten business days.
3.4.5 Post-Termination Exercises. In case of termination of
employment of the Holder other than by reason of death, any Stock
Option or Stock Appreciation Right of the Holder shall be
exercisable only: (i) within three years if the termination of the
Holder's employment is coincident with Retirement or Early
Retirement or is as a result of position elimination, or (ii) within
three months after the date the Holder ceases to be an employee of
the Company or a Subsidiary if termination of the Holder's
employment is for any reason other than Retirement, Early Retirement
or position elimination, but in no event later than ten years (or
such shorter period determined under Section 3.3.2) from the Grant
Date. Neither transfer of employment between or among the Company
and Subsidiaries, or a leave of absence approved in accordance with
Company procedures, shall be considered termination of employment.
3.5 Payment for Shares
3.5.1 Form of Payment. Upon exercise of a Stock Option not
involving exercise of a related Stock Appreciation Right, in whole
or in part, the Option Price for Shares to which the exercise
relates shall be paid in cash or paid for with Shares (in the manner
designated by the Secretary of the Company) valued at their Fair
Market Value on the exercise date, and no Shares shall be issued
until such payment in full has been made. The Holder shall have none
of the rights of a shareholder with respect to Shares subject to a
Stock Option or Stock Appreciation Right unless and until the Shares
are issued to the Holder.
3.6 Acquired Company Options. Notwithstanding anything in the Plan to
the contrary, the Committee may grant Stock Options and/or Stock
Appreciation Rights under this Plan in substitution for stock options
and/or stock appreciation rights issued under other plans, or assume
under this Plan stock options and/or stock appreciation rights issued
under other plans, if the other plans are or were plans of other
corporations ("acquired corporations") (or the parent of the acquired
corporation) and the new Option or Right is substituted, or the old
option or right is assumed, by reason of a corporate merger,
consolidation, acquisition of property or of stock, reorganization or
liquidation (the "Acquisition Transaction") within the meaning of
Section 424(a) of the Code and provided that the requirements of Code
Sections 424(a)(1) and (2) are complied with. In the event that a
written agreement pursuant to which the Acquisition Transaction is
completed is approved by the Board of Directors and said
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Agreement sets forth the terms and conditions of the substitution for
or assumption of outstanding stock options of the acquired corporation,
said terms and conditions shall be deemed to be the action of the
Committee hereunder without any further action by the Committee and the
persons holding such stock option or stock appreciation right shall be
deemed to be Participants and Holders.
ARTICLE IV. STOCK AWARDS
4. STOCK AWARDS
4.1 Committee Authority. The Committee is authorized to make awards
of Shares of the Company subject to Performance Measures established by
the Committee, in writing, no later than the first 90 days of the
period in which the Performance Measure shall apply. Performance
periods shall not be shorter than one year. Other terms, conditions and
restrictions of such awards shall be set forth in an agreement or
agreements between the Company and the recipient of the Award. The
terms, conditions and restrictions which the Committee shall have the
power to determine shall include the manner in which Shares subject to
Restricted Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of Restricted
Stock Share Awards and Shares subject to Restricted Stock Awards shall
occur by reason of termination of employment of the Holder. The
Committee may not adjust performance goals and performance periods
established for any award if such adjustment would increase the amount
of the award.
4.2 Issuance of Shares. Upon the satisfaction of the terms,
conditions and restrictions prescribed in respect to a Restricted Stock
Award, or upon the Holder's release from the terms, conditions and
restrictions of a Restricted Stock Award, as determined by the
Committee, the Company shall deliver, as soon as practicable, to the
Holder, or in the case of the Holder's death, to the personal
representative of the Holder or as the appropriate court directs, a
stock certificate for the appropriate number of Shares.
4.3 Waiver of Restrictions. Notwithstanding any other provisions of
the Plan, the Committee may, in its sole discretion, waive the
forfeiture period and any other terms, conditions or restrictions of
any Stock Award under circumstances (including the death, Disability,
Retirement or Early Retirement of the Holder, or material change in the
Holder's circumstances arising after the date of the Award), and
subject to such terms and conditions (including forfeiture of the
Shares) as the Committee shall deem appropriate.
4.4 Maximum Annual Stock Awards. The maximum number of shares that
may be awarded to any participant each year as Stock Awards is 50,000.
ARTICLE V. PERFORMANCE SHARE AWARDS
5. PERFORMANCE SHARE AWARDS
5.1 Performance Share Awards Authority. The Committee is authorized
to grant Performance Share Awards to Participants using Performance
Measures established by the Committee, in writing, no later than the
first 90 days of the period in which the Performane Measure shall
apply. In addition, the Committee is authorized to determine: (a) the
length of performance periods except that no performance period may be
shorter than one year, (b) the amount and frequency of grants of
Performance Share Awards, both independently and in relation to grants
of Stock Options and other Awards, and (c) the form of payment of
Awards, which may be in cash, shares, Options, Rights or Awards or any
combination of cash, Shares, Options, Rights and Awards. The Committee
may not adjust performance goals and
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performance periods established for any Award if such adjustment would
increase the amount of the Award.
5.2 Payout Upon Termination. In the event a Holder's employment by
the Company or a Subsidiary terminates during the performance period of
a Performance Share Award, payout shall be as follows:
(a) If the termination of employment is the result of discharge
for cause or resignation, or Early Retirement prior to age 62 at the
request of the Holder, the Award shall be forfeited in full.
(b) If the termination is the result of Retirement, death,
Disability, position elimination, or Early Retirement at the request
of the Company, payout shall be made at the end of the applicable
performance period and prorated for service during the performance
period.
5.3 Maximum Amount of Performance Share Awards. The maximum amount
that may be paid to any Participant in any year with respect to
Performance Share Awards is $2,000,000.
ARTICLE VI. GENERAL
6.1 Amendment and Termination of Plan. The Board of Directors of the
Company may from time to time amend, modify, or otherwise alter the
Plan or any provision thereof, or discontinue or terminate the Plan;
but no amendment or discontinuance of the Plan shall, without the
written consent of the Holder, adversely affect the Holder's Stock
Option, Stock Appreciation Right or Award.
6.2 Continued Employment; Rights in Options and Awards. Neither the
Plan, participation in the Plan as a Participant, or any action of the
Committee taken under the Plan shall be construed as giving any
Participant or employee of the Company or a Subsidiary any right to be
retained in the employ of the Company or a Subsidiary or limit the
right of the Company or a Subsidiary to terminate the employment of the
Participant or employee.
6.3 Other Compensation Plans. Neither the adoption of the Plan nor
anything contained in the Plan shall prevent the Company or any
Subsidiary from adopting or continuing other or additional compensation
arrangements, or discontinuing or terminating such arrangements, and
such other arrangements may be either generally applicable or
applicable only in specific cases.
6.4 Certificates for Shares; Registration. The Company shall be under
no obligation to any Participant to register for offering or resale
under the Securities Act of 1933, or register or qualify under state
securities laws, any Shares, security or interest in a security paid or
issued under, or created by the Plan. The Company may issue
certificates for Shares with such legends and subject to such
restrictions on transfer and stop transfer instructions as counsel for
the Company deem necessary or desirable for compliance by the Company
with federal and state securities laws.
6.5 No Rights as Shareholder. No Stock Option, Stock Appreciation
Right or Award shall entitle the Holder to any dividend, voting or
other right of a shareholder unless and until the date of issuance
under the Plan of the Shares that are the subject of the Option, Right
or Award, free of all applicable restrictions.
6.6 No Assignment or Transfer of Interests. No Stock Option, Stock
Appreciation Right or Award shall be assignable or otherwise
transferable by the Holder except as provided for herein in the case of
death of the Holder. If a Holder makes an assignment or transfer in
violation of
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this Section, any obligation of the Company with respect to such
Option, Right or Award shall thereupon terminate.
6.7 Compliance with Laws and Regulations. The Plan is intended to
satisfy the conditions of Rule 16b-3, as amended from time to time, as
promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended from time to time, and all
interpretations of the Plan shall to the extent permitted by law,
regulations and rulings, be made in a manner consistent with and so as
to satisfy the conditions of Rule 16b-3. Additionally, in interpreting
and applying the provisions of the Plan, any Stock Option granted as an
Incentive Stock Option pursuant to the Plan shall to the extent
permitted by law, be construed as an "incentive stock option" within
the meaning of Section 422 of the Code.
6.8 Withholding of Taxes. The Company may require the Holder to pay
to the Company the amount of any withholding taxes which the Company is
required to withhold with respect to the grant, exercise, payment or
settlement of any Stock Option, Stock Appreciation Right or Award. In
such instances, the Committee may, in its discretion and subject to the
Plan and applicable law, permit the Holder to satisfy withholding
obligations, in whole or in part, by paying cash or by electing to have
the Company withhold Shares, or to transfer Shares to the Company, in
such amounts as are equivalent to the Fair Market Value of the
withholding obligation.
6.9 No Trust or Fund. The Plan is intended to constitute an
"unfunded" plan. Nothing contained herein shall require the Company to
segregate any monies or other property, or Shares, or to create any
trusts, or to make any special deposits for any immediate or deferred
amounts payable to any Participant, and no Participant shall have any
rights that are greater than those of a general unsecured creditor of
the Company.
6.10 Governing Law. The Plan and all interpretations of its
provisions shall be governed by the laws of the State of Washington and
applicable Federal laws.
6.11 Severability. If any provision of the Plan or any Stock Option,
Stock Appreciation Right or Award is determined to be invalid, illegal
or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option, Right or Award under any law deemed
applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or, if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Option,
Right or Award, such provision shall be stricken as to such
jurisdiction, person or Option, Right or Award, and the remainder of
the Plan and any such Option, Right or award shall remain in full force
and effect.
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[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>
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all nominees in Item 1 and "FOR"
Item 4.
ITEM 1 - Election as Directors of the following nominees identified in the Proxy
Statement:
Martha R. Ingram, FOR WITHHOLD AUTHORITY TO VOTE
John I. Kieckhefer
George H. Weyerhaeuser [_] [_]
(INSTRUCTION: To withhold authority to vote for any of the foregoing
individuals, write the name(s) on the following line.)
- --------------------------------------------------------------------------------
Item 4 - Approve amendments to the Weyerhaeuser Company Long Term Incentive
Compensation Plan
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" Items 2 and 3.
ITEM 2 - Shareholder proposal relating to the Shareholder Rights Plan
FOR AGAINST ABSTAIN
[_] [_] [_]
ITEM 3 - Shareholder proposal relating to a classified board
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
In their discretion to vote upon other matters that may properly come before the
meeting.
Please sign exactly as your name(s) appears hereon.
DATED:___________, 1996
- -----------------------
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.
FOLD AND DETACH HERE
[LOGO OF WEYERHAEUSER COMPANY APPEARS HERE]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
<PAGE>
[LOGO OF WEYERHAEUSER COMPANY APPEARS HERE]
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints John W. Creighton, Jr., William D. Ruckelshaus
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 Tuesday, April 16, 1996 at
9:00 a.m., and all adjournments thereof, as follows:
Unless otherwise marked, the proxies are appointed with authority to vote "FOR"
all nominees for election and Item 4 and "AGAINST" Items 2 and 3.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
FOLD AND DETACH HERE
