<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
(Name of Registrant as Specified in Its Charter)
---------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
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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.
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<PAGE>
Notice of
1997 Annual Meeting
of Shareholders
and Proxy Statement
[LOGO OF WEYERHAEUSER]
<PAGE>
Dear Shareholder:
You are cordially invited to attend your Company's annual meeting of
shareholders at 9:00 a.m., Tuesday, April 15, 1997, 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.
William H. Clapp, who has been a director of the Company since 1981,
has elected to retire from the Board this year to allow more time for
his work with charitable organizations. We wish Bill well as we
acknowledge how much we will miss his counsel in our future
deliberations.
The Board is pleased to recommend a new director, the Rt. Hon. Donald
F. Mazankowski, to the shareholders for election at the annual meeting.
Don is a distinguished former Deputy Prime Minister of Canada and has
already performed valuable service to the Company as a member of our
Weyerhaeuser Canada Board of Directors.
Sincerely,
/s/ John W. Creighton, Jr.
John W. Creighton, Jr.
President
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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 15, 1997, at 9:00 a.m. for the following purposes:
1. To elect three directors for terms expiring in 2000, presented on
page 1.
2. To consider and act upon two shareholder proposals, if properly
presented.
.Item 2 on the Form of Proxy presented on page 13.
.Item 3 on the Form of Proxy presented on page 15.
3. 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 21, 1997, 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 3, 1997
<PAGE>
PROXY STATEMENT
WEYERHAEUSER COMPANY
Tacoma, Washington 98477
(206) 924-5273
(First Mailed March 3, 1997)
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 15, 1997. 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 21, 1997, the record date for the
determination of shareholders entitled to vote at the annual meeting,
there were outstanding 198,549,288 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 1997 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 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' proposals because
abstentions and "broker non-votes" do not represent votes cast by
shareholders.
The Company's annual report to shareholders for 1996 is being mailed
with this proxy statement to shareholders entitled to vote at the 1997
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 1997 annual
meeting for three-year terms expiring at the 2000 annual meeting. All
of the nominees are currently directors of the Company elected by the
shareholders, except Mr. Mazankowski.
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 proxy holders for a substitute nominee.
1
<PAGE>
NOMINEES FOR ELECTION--TERM TO EXPIRE IN 2000
John W. Creighton, Jr.--Mr. Creighton, 64, 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 NHP, Inc.
W. John Driscoll--Mr. Driscoll, 67, 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.
Rt. Hon. Donald F. Mazankowski--Mr. Mazankowski, 61, was a Member of
Parliament, Government of Canada, from 1968-1993, served as Deputy
Prime Minister from 1986-1993 and Minister of Finance from 1991-1993.
He is also a director of the Power Group of Companies, Canadian
Utilities Ltd., Shaw Communications Inc., Greyhound Canada
Transportation Corp., Gulf Canada Resources Ltd., Golden Star Resources
Ltd. and Weyerhaeuser Canada Ltd., a wholly owned subsidiary of the
Company. He is also a member of the Board of Governors of the
University of Alberta.
CONTINUING DIRECTORS--TERM EXPIRES IN 1998
Philip M. Hawley--Mr. Hawley, 71, a director of the Company since 1989,
is chairman and chief executive officer of Krause Furniture, Inc.
(retailing). He 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 Atlantic
Richfield Company and Johnson & Johnson.
William D. Ruckelshaus--Mr. Ruckelshaus, 64, a director of the Company
since 1989, is chairman of Browning-Ferris Industries, Inc. (waste
services) and from October, 1988 to October, 1995 was chairman and
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 a Principal in Madrona
Investment Group, L.L.C. He is also a director of Cummins Engine
Company, Inc., Monsanto Company, Nordstrom, Inc., and Gargoyles, Inc.
Richard H. Sinkfield--Mr. Sinkfield, 54, 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
also a director of the United Auto Group, Inc., Metropolitan Atlanta
Community Foundation, Inc. and the Atlanta College of Art. He is a
member of the Board of Trust of Vanderbilt University and of the Board
of Governors of the State Bar of Georgia. He is a former chairman of
the Board of Atlanta Urban League, Inc.
CONTINUING DIRECTORS--TERM EXPIRES IN 1999
Martha R. Ingram--Mrs. Ingram, 61, a director of the Company since
October, 1995, has been chairman of Ingram Industries Inc. (book and
video distribution, and inland barging and insurance) 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 Ingram Micro, Inc.,
Baxter International Inc. and First American Corporation. Mrs. Ingram
serves on the Boards of Vassar College, Ashley Hall and Vanderbilt
University. She was chairman of the 1996 Tennessee Bicentennial
Commission.
2
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John I. Kieckhefer--Mr. Kieckhefer, 52, 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, 70, has been the Company's
chairman since 1988. He joined the Company in 1949, became its
president in 1966 and was chief executive officer from 1966 to 1991. He
has been a director since 1960. He is also a director of The Boeing
Company, Chevron Corporation and SAFECO Corporation and a member of The
Business Council.
Messrs. Creighton, 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 1996, 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 1996, 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, Hawley and Kieckhefer are members of the
Compensation Committee of which Mr. Hawley is chairman. The
Compensation Committee, which met on five occasions in 1996, 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 two occasions in 1996, 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 1996.
All of the directors attended at least 75% of the total meetings of the
Board and the committees on which they served in 1996.
3
<PAGE>
DIRECTORS' COMPENSATION
Each non-employee director receives for service as a director an
annual fee of $35,000, fees of $1,500 for attending Board of Directors
meetings and $1,000 for attending board committee meetings. Committee
chairmen receive an additional annual fee of $5,000. Mr. Weyerhaeuser
receives as Chairman of the Board of Directors an additional annual fee
of $100,000. In 1996 Mr. Mazankowski received fees of Cdn. $13,000 as a
non-employee director of Weyerhaeuser Canada, a wholly owned subsidiary
of the Company. 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 non-employee 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
Directors and Executive Officers
<TABLE>
<CAPTION>
Voting and/or
Name of Individual or Dispositive Powers Percent of Class Common Share
Identity of Group (number of common shares) (common shares) Equivalents(1)
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<S> <C> <C> <C>
William H. Clapp........ 390,302 * 791
William R. Corbin....... 95,219 * 9,759
John W. Creighton, Jr... 461,296 * 25,094
W. John Driscoll........ 4,407,799 2.2 791
Richard C. Gozon........ 71,522 * 13,083
Philip M. Hawley........ 2,000 * 1,870
Martha R. Ingram........ 263,986 * 224
Norman E. Johnson....... 63,183 * 880
John I. Kieckhefer...... 3,313,809 1.7 4,941
Donald F. Mazankowski... 200 * --
William D. Ruckelshaus.. 1,600 * 791
Richard H. Sinkfield.... 500 * 791
William C. Stivers...... 130,498 * 10,521
George H. Weyerhaeuser.. 2,596,166 1.3 791
Directors and executive
officers as a group (18
individuals)........... 11,986,743 6.0 72,848
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</TABLE>
*Denotes amount is less than 1%
(1) Common share equivalents held as of February 10, 1997 under
the Fee Deferral Plan for Directors or under the
Comprehensive Incentive Compensation Plan for executive
officers.
4
<PAGE>
The foregoing table shows as of January 20, 1997 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 93,850 common shares, in the case of Mr. Creighton with respect to
407,160 common shares, in the case of Mr. Gozon with respect to 45,000
common shares, in the case of Mr. Johnson with respect to 61,250 common
shares, in the case of Mr. Stivers with respect to 122,500 common
shares, and of the group with respect to 909,110 common shares, the
number of shares that could be acquired within 60 days after January
20, 1997, 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, 325,212
shares; Mr. Driscoll, 3,477,531 shares (including 185,595 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,
2,456,974 shares (including 185,595 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, 325,212 shares; Mr. Driscoll,
4,302,326 shares; Mrs. Ingram, 3,105 shares; Mr. Kieckhefer, 2,983,394
shares.
Owners Of More Than 5%
The following table sets forth holdings of the only persons known to
the Company to beneficially own more than five percent of common
shares.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Ownership (common shares)
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<S> <C> <C>
Putnam Investments, Inc.... 11,846,575(1) 5.9
One Post Office Square
Boston, MA 02109
The Capital Group Compa-
nies, Inc................. 10,465,000(2) 5.3
333 South Hope Street
Los Angeles, CA 90071
Bankers Trust Company...... 10,258,063(3) 5.2
280 Park Avenue,
New York, NY 10017
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</TABLE>
(1) Based on a Schedule 13G dated January 31, 1997 in which
Putnam Investments, Inc. reported that, as of December 31,
1996, it or its subsidiaries had shared voting power over
103,662 of such shares and shared dispositive power over all
11,846,575 of such shares. Putnam Investments, Inc. disclaims
beneficial ownership of all such shares.
(2) Based on a Schedule 13G dated February 12, 1997 in which The
Capital Group Companies, Inc. reported that, as of December
31, 1996, it or its subsidiaries had voting power over none
of such shares and sole dispositive power over all 10,465,000
of such shares. The Capital Group Companies, Inc. disclaims
beneficial ownership of all such shares.
(3) As of January 20, 1997 Bankers Trust Company as trustee held
such shares in a trust fund for employee savings (401(k)) and
profit sharing plans.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
William H. Clapp became a trustee in 1996 of two trusts holding
common shares. On February 2, 1996, after the date required, these
trusts each filed a Form 3 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 directors who are not employees of
the Company. The Committee is responsible for establishing and
overseeing the Company's executive compensation programs.
5
<PAGE>
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.
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.) Seven 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 1996, the Committee approved a Company earnings
target for the year that, if achieved, would fund a bonus pool equal to
the sum of the target bonuses for the
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executive group. The Committee also established earning levels that
would result in no bonus funding ("threshold") and maximum funding (200
percent of target bonus). The Committee set 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.
At the end of 1996, actual Company performance compared to these
earnings targets determined a preliminary bonus pool for the executive
management group. The Committee then used its discretion to determine
the final bonus pool and each individual executive officer's bonus. The
Committee based these decisions on the Company's financial performance
and on its subjective judgment of the Company's progress against
strategic and operating goals.
For 1996 bonus funding, the Committee relied heavily on actual 1996
earnings relative to target to determine the final funding and
individual payments. In 1996, the company achieved earnings levels
below target due to weaker pricing and markets in several major product
lines. However, excellent performance relative to the industry was
achieved mainly due to improvements in operating efficiency and the
management of capital expenditures. The Committee approved plan funding
at a level approximately 26 percent below target funding.
Executives may defer all or a portion of their 1996 bonus into
Weyerhaeuser share equivalents, with a 15 percent premium applied if
they delay payment for at least 5 years. (The premium is forfeited if
the executive leaves the company during the five-year period for
reasons other than retirement, death or disability.) The deferred
account grows or declines based on the performance of Weyerhaeuser
stock (plus dividends). 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.
In 1996, the Committee established a new incentive program for
executive officers and other key managers, effective January 1, 1997.
This plan will replace the existing incentive program. The first
payments under the new plan will be made in 1998 based on 1997
performance. Funding for the plan will be based on Weyerhaeuser
Company's total return to shareholders compared to selected industry
competitors and the Standard and Poor's 500, and on how the Company
compares with selected industry competitors in achieving return on
assets. The purpose of the plan is to focus managers on the Company's
vision to lead the industry in financial performance and returns to
shareholders.
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. Due to technical requirements of the rules under
Section 16 of the Securities Exchange Act which were finalized in 1996,
Mr. Kieckhefer has not participated in any Committee action relating to
stock options since the date the new rules became effective.
During 1996, the Company and the Committee established guidelines for
executive stock ownership. The guidelines require executive officers to
acquire, over a five-year period, a
7
<PAGE>
multiple of their base salary in shares of Weyerhaeuser stock. Minimum
ownership levels are based on the executive's salary level, and range
from one to three times base salary. Ownership is based on shares of
common or restricted stock held, stock equivalents (through the bonus
deferral program described above) and shares held via the company's
qualified benefit plans.
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
were approved by shareholders at the 1996 annual meeting. 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 1997.
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 1996 compensation was approved by the Committee and the
Board of Directors as described below.
Mr. Creighton's base salary was increased to $875,000 in 1996 which
is 95 percent of the median salary for CEOs of companies in the
industry comparison group.
Mr. Creighton received an annual cash incentive of $388,500. This
award represents 74 percent of his target award under the annual
incentive plan. As with other bonus awards, the Committee relied
heavily on 1996 earnings relative to target in recommending this
amount.
For the long-term component of Mr. Creighton's compensation, an award
of 100,000 stock options was granted to Mr. Creighton in 1996. Based on
survey data provided by an outside consultant, this grant is within the
competitive range of long-term incentive grants for CEOs in the forest
products industry.
The Committee's recommendations for Mr. Creighton's compensation were
made in recognition of the strong leadership and vision he continues to
provide the company, as well as his deep commitment to building
increased shareholder value, managing strategic and operational issues
facing the company, and strengthening the relative competitive posture
of the business. These talents have manifested themselves in steady
improvement in relative performance as measured by financial results
and total shareholder returns, as well as the development of a strong
management leadership team.
Philip M. Hawley W. John Driscoll John I. Kieckhefer
Chairman
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Two trusts in which Mr. Kieckhefer and members of his family have
ownership interests have purchased limited partnership units for a
total of $875,000 in WRI Galena Wineville Business Park Investors, L.P.
and, for a combined total of $4,029,644 in Weyerhaeuser Windemere
Partners and Weyerhaeuser Windemere Lenders. Each of these three real
estate investment partnerships are managed by either Weyerhaeuser
Venture Company or Weyerhaeuser Realty Investors, Inc., both of which
are wholly-owned subsidiaries of the Company. The purchase of limited
partnership units was on terms comparable to those concurrently offered
to other unit purchasers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------- ---------------------------
Awards Payouts
------------------- -------
Other Restricted All Other
Annual Stock Options/ LTIP Compen-
Name and Salary Bonus Compensation Award(s) SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)(1)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.W. Creighton, Jr. 1996 862,055 388,500 -- None 100,000 None 57,770
CEO/President 1995 806,480 750,000 -- None 80,000 None 111,093
1994 738,357 576,000 -- None 80,000 None 10,006
R.C. Gozon 1996 390,849 148,000 -- None 30,000 None 33,350
Executive VP 1995 358,580 365,000 -- None 30,000 None 61,218
1994(2) 186,488 127,000 -- None 30,000 None 0
W.R. Corbin 1996 390,849 148,000 -- None 30,000 None 33,350
Executive VP 1995 356,845 365,000 -- None 30,000 None 45,431
1994 328,789 213,000 -- None 40,000 None 8,975
W.C. Stivers 1996 349,041 120,000 -- None 25,000 None 29,150
Sr. VP/CFO 1995 317,606 292,600 -- None 25,000 None 53,733
1994 289,398 170,000 -- None 35,000 None 10,006
N.E. Johnson 1996 299,178 100,000 -- None 13,000 None 11,150
Sr. VP 1995 285,303 232,000 -- None 15,000 None 9,843
1994 267,995 139,000 -- None 22,000 None 10,006
-------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts in this column are: (a) the Company contribution
to qualified 401(k) and profit sharing plan accounts;
(b) the premium amount credited to the executive's
deferred compensation account based on the bonus amount
deferred as common share equivalents.
(2) Mr. Gozon began working for the Company on June 1, 1994.
9
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------
No. of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Grant Date
Name Granted(1) Fiscal Year Price Expiration Present Value(2)
(#) (%) ($) Date ($)
(A) (B) (C) (D) (E) (F)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.W. Creighton, Jr...... 100,000 8.2 45.9375 02/13/06 1,270,000
R.C. Gozon.............. 30,000 2.4 45.9375 02/13/06 381,000
W.R. Corbin............. 30,000 2.4 45.9375 02/13/06 381,000
W.C. Stivers............ 25,000 2.1 45.9375 02/13/06 317,500
N.E. Johnson............ 13,000 1.1 45.9375 02/13/06 165,100
-----------------------------------------------------------------------------------
</TABLE>
(1) Options granted in 1996 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 $45.9375 equal to
the fair market value of the underlying stock on the
grant date.
. An option term of ten years.
. An interest rate of 5.81 percent that represents the
interest rate on a U.S. Treasury security with a
maturity date corresponding to that of the option
term.
. Volatility of 24.976 percent 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..... 32,498 526,829 284,494 259,832 4,371,113 678,991
R. C. Gozon............. -- -- 22,500 67,500 133,594 280,781
W. R. Corbin............ 12,400 205,550 47,600 101,250 377,045 362,891
W. C. Stivers........... 31,891 650,489 85,000 80,000 1,107,893 234,298
N. E. Johnson........... 13,850 243,122 41,500 45,000 414,829 152,204
-------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of securities underlying options/SARs exercised.
(2) Based on a fair market value at fiscal year end of
$47.0625.
COMPARISON GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
WEYERHAEUSER COMPANY, S&P 500, AND S&P PAPER FOREST PRODUCTS GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period WEYERHAEUSER S&P PAPER
(Fiscal Year Covered) COMPANY S&P 500 & FOREST
- --------------------- ------------ ------- ---------
<S> <C> <C> <C>
Measurement Pt- 12/91 $100 $100 $100
FYE 12/92 $138.73 $107.61 $114.33
FYE 12/93 $172.70 $118.41 $126.04
FYE 12/94 $149.40 $120.01 $131.40
FYE 12/95 $178.29 $164.95 $144.63
FYE 12/96 $202.26 $202.73 $158.96
</TABLE>
Assumes $100 invested on December 31, 1991 in Weyerhaeuser common stock,
S&P 500 and S&P's Paper and Forest Products Group
-Total return assumes reinvesment 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, Georgia-Pacific, International Paper, James River,
Louisiana-Pacific, Mead, Potlatch, Westvaco, Weyerhaeuser and Williamette.
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 65,302 87,070 108,837 130,604 152,372 167,372
350,000 76,552 102,070 127,587 153,104 178,622 196,122
400,000 87,802 117,070 146,337 175,604 204,872 224,872
450,000 99,052 132,070 165,087 198,104 231,122 253,622
500,000 110,302 147,070 183,837 220,604 257,372 282,372
550,000 121,552 162,070 202,587 243,104 283,622 311,122
600,000 132,802 177,070 221,337 265,604 309,872 339,872
650,000 144,052 192,070 240,087 288,104 336,122 368,622
700,000 155,302 207,070 258,837 310,604 362,372 397,372
750,000 166,552 222,070 277,587 333,104 388,622 426,122
800,000 177,802 237,070 296,337 355,604 414,872 454,872
850,000 189,052 252,070 315,087 378,104 441,122 483,622
900,000 200,302 267,070 333,837 400,604 467,372 512,372
950,000 211,552 282,070 352,587 423,104 493,622 541,122
1,000,000 222,802 297,070 371,337 445,604 519,872 569,872
1,050,000 234,052 312,070 390,087 468,104 546,122 598,622
1,100,000 245,302 327,070 408,837 490,604 572,372 627,372
1,150,000 256,552 342,070 427,587 513,104 598,622 656,122
1,200,000 267,802 357,070 446,337 535,604 624,872 684,872
-----------------------------------------------------------------
</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) $125,000 (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 Plan"). Supplemental
Plan benefits, which are paid outside the Retirement Plan from the
12
<PAGE>
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 1996, the five-year average compensation used to
calculate retirement benefits would average 96% 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., $1,155,939, W. R.
Corbin, $537,672, R. C. Gozon, $553,315, W. C. Stivers, $442,547, and
N. E. Johnson, $389,893. The credited years of service for those
individuals in the table are, respectively, 26.2, 8.8, 2.6, 26.2, and
37.7 years.
Pursuant to an agreement with Mr. Johnson, the Company's Senior Vice
President, Technology, 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 Company's 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 that
during the first five (5) years of service with the Company, he will
receive two (2) years of service credit for vesting and benefit
calculation for each year of service with the Company. 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 CERES PRINCIPLES
The American Baptist Home Mission Society, P.O. Box 851, Valley
Forge, Pennsylvania 19482-0851, a shareholder, has stated its intention
to present a proposal at the 1997 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
ENDORSEMENT OF THE CERES PRINCIPLES FOR
PUBLIC ENVIRONMENTAL ACCOUNTABILITY
Whereas We Believe:
Responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing
clean-up costs, reducing litigation, and enhancing public image and
product attractiveness;
13
<PAGE>
Adherence to public standards for environmental performance gives a
company greater public credibility than standards created by industry
alone. For maximum credibility and usefulness, such standards should
specifically meet the concerns of investors and other stakeholders;
Companies are increasingly being expected by investors to do
meaningful, regular, comprehensive and impartial environmental reports.
Standardized environmental reports enable investors to compare
performance over time. They also attract new investment from investors
companies which are environmentally responsible and which minimize risk
of environmental liability.
Whereas:
The Coalition for Environmentally Responsible Economies (CERES)--
which includes shareholders of this Company; public interest
representatives, and environmental experts--consulted with corporations
to produce the CERES Principles as comprehensive public standards for
both environmental performance and reporting. Fifty-four companies,
including Sun [Sunoco], General Motors, H.B. Fuller, Polaroid, and
Bethlehem Steel, have endorsed these principles to demonstrate their
commitment to public environmental accountability. Fortune-500
endorsers say that benefits of working with CERES are public
credibility; "value-added' for the company's environmental initiatives;
In endorsing the CERES Principles, a company commits to work toward:
<TABLE>
<S> <C> <C>
1. Protection of the biosphere 5. Risk reduction 8. Informing the public
2. Sustainable natural resource use 6. Safe products & services 9. Management commitment
3. Waste reduction and disposal 7. Environmental restoration 10. Audits and reports
4. Energy conservation
</TABLE>
[Full text of the CERES Principles and accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston, MA 02110, tel:
617/451-0927].
CERES is distinguished from other initiatives for corporate
environmental responsibility, in being (1) a successful model of
shareholder relations; (2) a leader in public accountability through
standardized environmental reporting; and (3) a catalyst for
significant and measurable environmental improvement within firms.
Resolved: Shareholders request the Company to endorse the CERES
Principles as a part of its commitment to be publicly accountable for
its environmental impact.
SUPPORTING STATEMENT
Many investors support this resolution. Those sponsoring similar
resolutions at various companies have portfolios totaling $75 billion.
The number of public pension funds and foundations supporting this
resolution increases every year. The objectives are: standards for
environmental performance and disclosure; methods for measuring
progress toward these goals; and a format for public reporting of
progress. We believe this is comparable to the European Community
regulation for voluntary participation in verified and publicly-
reported eco-management and auditing, and fully compatible with ISO
14000 certification.
Your vote FOR this resolution will encourage scrutiny of our
Company's environmental policies and reports and adherence to standards
upheld by management and stakeholders alike.
14
<PAGE>
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 2
The Company has an Environmental Policy that it has evolved over the
years. A copy of the Environmental Policy is appended to this proxy
statement. That Policy is tailored to this Company. It was crafted to
reflect and recognize the specific businesses in which the Company
engages and the particular environmental issues which affect the
Company. That Policy sets forth the Company's commitments with respect
to environmental issues, lists the Company's environmental expectations
of its employees and lays out the additional environmental
responsibilities that the Company expects from its managers. The Board
believes that this Environmental Policy, adapted as it is to the
specific circumstances of the Company, is better suited to the Company
and more specifically addresses the major concerns of interested
constituencies than the statement recommended by the shareholder
proponent.
The Company has also, for the past three years, produced and
distributed an Annual Environmental Report that describes the Company's
environmental performance for the particular year. This Report
addresses in some detail the steps the Company has taken and is taking
to meet its environmental responsibilities. The 1996 Annual
Environmental Report will be distributed at the Company's annual
meeting on April 15, 1997. The Board believes that the Company's Annual
Environmental Report is better suited to report on the Company's
environmental performance than the Report recommended by the
shareholder proponent.
The Board recommends a vote AGAINST this proposal.
ITEM 3. SHAREHOLDER PROPOSAL--RELATING TO DIRECTORS' COMPENSATION
Mr. Nick Rossi, P.O. Box 249, Boonville, California 95415, a
shareholder, has stated his intention to present a proposal at the 1997
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
The shareholders of Weyerhaeuser Corporation request the Board of
Directors take the necessary steps to amend the company's governing
instruments to adopt the following: Beginning on the 1998 Weyerhaeuser
Corporation fiscal year all members of the Board of Director's total
compensation will be solely in shares of Weyerhaeuser Corporation
common stock each year. No other compensation of any kind will be paid.
Including, the elimination of retirement benefits to directors.
SUPPORTING STATEMENT
For many years the Rossi family have been submitting for shareholder
vote, at this corporation as well as other corporations, proposals
aimed at putting management on the same playing field as the
shareholders. This proposal would do just that.
A few corporations have seen the wisdom in paying directors solely in
stock. Most notably, Scott Paper (now Kimberly Clark) and Travelers.
Ownership in the company is the American way. We feel that this method
of compensation should be welcomed by anyone who feels they have the
ability to direct a major corporation's fortunes.
The directors would receive shares each year. If the corporation does
well, the directors will make more money in the value of the stock they
receive and the dividend that usually rise with more profits. If things
go bad, they will be much more inclined to correct things, because it
will be coming directly out of their pockets. Instead of the way it is
done now, where directors receive the same compensation for good or bad
performance.
15
<PAGE>
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 3
The Company believes that it is in the shareholders interest to pay
competitive total compensation in order to attract and retain
exceptional directors who are not employees of the Company. Stock
ownership is an important element of director's compensation and a
substantial portion of the directors' annual retainer fee is currently
paid in stock equivalents each year. The value of those share
equivalents is determined by the value of the Company's common stock.
Unlike common stock, which could be sold at any time, the share
equivalents must remain in the directors' account throughout their
service on the board.
In addition to the portion of the annual retainer fee which is
automatically paid into a share equivalents account each year, the non-
employee directors may defer additional fees into share equivalents.
This provides another important avenue for directors to have an
interest aligned with stock performance.
In addition, the Company's non-employee directors have significant
investments in the Company's common stock outside of their share
equivalent accounts. This is shown on the ownership table on page 4.
This ownership is a strong factor to align the interest of the board
and the shareholders.
The cash element of the compensation paid to non-employee directors
is also important. Paying non-employee directors entirely in stock
would limit the number of qualified individuals willing to serve on the
board and would impair the Company's ability to attract outstanding
directors.
The Board recommends a vote AGAINST 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
16
<PAGE>
best of the inspectors' knowledge after diligent inquiry, carried
out in compliance with this policy.
The tabulators and inspectors of election and any authorized
agents or other persons engaged in the receipt, count and tabulation
of proxies shall be advised of this policy and instructed to comply
therewith, and shall sign a statement certifying such compliance.
In the event of any solicitation of a proxy (a "proxy contest")
with respect to any of the securities of this corporation by a
person (the "proponent") other than this corporation of which
solicitation this corporation has actual notice, this corporation
shall request in writing that the proponent and all agents and other
persons engaged by the proponent agree to the procedures for return
of proxies, tabulation, inspection and certification set forth in
the second, third and fourth paragraphs of this policy; and this
corporation shall not be bound to comply with this policy during the
course of such proxy contest in the event that the proponent is not
willing so to agree.
This policy shall not operate to prohibit shareholders from
disclosing the nature of their votes to this corporation or the
Board of Directors if any shareholder so chooses or to impair free
and voluntary communication between this corporation and its
shareholders.
TRANSACTIONS AND RELATIONSHIPS
In 1996, the Company purchased a total of $2,098,000 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.
Two trusts in which Mr. Kieckhefer and members of his family have
ownership interests have purchased limited partnership units for a
total of $875,000 in WRI Galena Wineville Business Park Investors, L.P.
and, for a combined total of $4,029,644 in Weyerhaeuser Windemere
Partners and Weyerhaeuser Windemere Lenders. Each of these three real
estate investment partnerships are managed by either Weyerhaeuser
Venture Company or Weyerhaeuser Realty Investors, Inc., both of which
are wholly-owned subsidiaries of the Company. 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 1997. 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.
17
<PAGE>
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 1998
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 3, 1997.
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
18
<PAGE>
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 1997 annual meeting of
shareholders was made in the enclosure with the dividend which was
mailed to shareholders in December, 1996. The date of the next annual
meeting of shareholders of Weyerhaeuser Company after the 1997 annual
meeting is April 21, 1998.
For the Board of Directors
SANDY D. McDADE
Secretary
Federal Way, Washington,
March 3, 1997
A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1996, as filed with the Securities and Exchange
Commission, excluding certain exhibits thereto, may be obtained without
charge, by writing to Investor Relations, Weyerhaeuser Company, Tacoma,
Washington 98477.
19
<PAGE>
WEYERHAEUSER ENVIRONMENTAL POLICY
ALIGNMENT TO COMPANY VALUES
This policy aligns with the company value: Citizenship:
"We support the communities where we do business, hold ourselves to
the highest standards of ethical conduct and environmental
responsibility, and communicate openly with Weyerhaeuser employees and
the public."
We strive to have our customers and other stakeholders know that
Weyerhaeuser Company products and services are created in a manner that
fully reflects our commitment to protect the environment. In keeping
with this core value, we report our environmental performance annually
to our board of directors, employees, customers and the public.
POLICY
Weyerhaeuser employees at all levels will work to ensure that we
comply with applicable laws and regulations and to continuously improve
our environmental performance wherever we do business.
. In countries where applicable environmental laws are less
stringent than those in the United States and Canada, we will
operate in a manner comparable to North American requirements.
. Employees are accountable for ensuring compliance with applicable
laws, and for managing and operating our businesses to conform
with the company's goals of:
-- Practicing sustainable forestry;
-- Reducing pollution; and
-- Conserving natural resources through recycling and waste
reduction.
EXPECTATIONS
In conducting our business, we are committed to:
. Understanding and responding to public health and environmental
impacts of our operations and our products.
. Ensuring that employees are trained and are empowered to actively
participate in the company's environmental management process.
. Actively supporting environmental research and technological
advancement and, where appropriate, adopting innovative practices
and technology.
. Promoting the development and adoption of environmental laws,
policies and regulations that are balanced, technically sound,
and use incentive-based approaches for improving environmental
performance.
. Managing forestlands for the sustainable production of raw
materials while protecting water quality, fish and wildlife
habitat, soil productivity, and cultural, historical and
aesthetic values.
. Continuously improving our processes for reducing wastes and
emissions to the environment.
. Conserving energy and natural resources by maximizing recycling
and by-product reuse.
. Adopting internal standards for situations not adequately covered
by law or regulation, or where we believe more stringent measures
are necessary to protect the environment.
A-1
<PAGE>
EMPLOYEE RESPONSIBILITIES
Weyerhaeuser employees are expected to understand that environmental
performance is a critical part of their job, and to work in support of
the company's standards for protecting the natural environment. Our
standards are:
. To have measurable environmental goals and targets and reliable
processes for tracking our progress in each of our businesses.
. To have reliable processes for monitoring and certifying
compliance with environmental laws and regulations.
. To resolve non-compliance conditions promptly, including, when
necessary, curtailment of operations to protect human health and
the environment.
. To select contractors and other suppliers whose performance is
consistent with the company's environmental policy and values.
. To integrate the requirements of environmental laws and
regulations into business planning and management decision
making.
. To develop and communicate environmental incident emergency plans
to local authorities for any operations that may pose a potential
off-site risk.
. To evaluate our environmental performance through the use of
internal audits, exception reporting, and other measures such as
benchmarking.
. To recognize superior environmental performance by encouraging
and rewarding employee suggestions for improving environmental
performance.
ADDITIONAL RESPONSIBILITIES OF LEADERSHIP
Managers at all levels are responsible for:
. Ensuring that the requirements of this policy and company
environmental standards are met.
. Ensuring that employees receive education and training to enable
them to carry out their environmental responsibilities with due
care.
. Providing technical and financial resources to achieve continuous
compliance with environmental rules and regulations.
SUPPORTING INFORMATION
Other information and resources include:
. Environmental due diligence assessment policy for real estate
transactions.
. Company policy on the use and elimination of PCBs.
. Environmental landlord policy for multi-business sites.
. Criteria for corporate funding of remediation projects.
A-2
<PAGE>
This proxy statement was printed on Weyerhaeuser
Lynx Opaque 40-pound. The entire report can be
recycled. Thank you for recycling.
[RECYCLE LOGO]
<PAGE>
[MAP APPEARS HERE]
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>
WEYERHAEUSER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1997
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 15, 1997 at
9:00 a.m., and all adjournments thereof. Shares not held in Plan accounts will
be voted as directed on the reverse side of this Proxy card. If the card is
signed and returned without specific instructions for voting, the shares will be
voted in accordance with the recommendations of the Board of Directors.
If there are shares allocated to the undersigned in the Weyerhaeuser Company
401(k), Weyerhaeuser Canada Ltd. Investment Growth, or Performance Share Plans,
the undersigned hereby directs the Trustee to vote all full and fractional
shares as indicated on the reverse side of this card. If the card is signed and
returned without specific instructions for voting, the shares will be voted in
accordance with the recommendations of the Board of Directors. Shares for which
no voting instructions are received will be voted as provided by the Plans.
TO BE SIGNED AND DATED ON REVERSE SIDE
<PAGE>
Please mark [X]
your votes as
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1.
WITHHOLD
AUTHORITY
FOR TO VOTE
ITEM 1 -- Election as Directors of the following nominees [_] [_]
identified in the Proxy Statement:
John W. Creighton, Jr.
W. John Driscoll
Rt. Hon. Donald F. Mazankowski
(INSTRUCTION: To withhold authority to vote for any of the foregoing
individuals, write the name(s) on the following line.)
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 2 AND 3.
FOR AGAINST ABSTAIN
ITEM 2 -- Shareholder proposal relating to the [_] [_] [_]
CERES Principles
FOR AGAINST ABSTAIN
ITEM 3 -- Shareholder proposal relating to [_] [_] [_]
directors' compensation
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: ____________________________________, 1997
_________________________________________________
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.
