SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
WILLAMETTE INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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WEYERHAEUSER COMPANY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transactions:
(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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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EXPLANATORY NOTE
Originally filed on November 13, 2000. Refiled for EDGAR indexing
purposes only.
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News Release
[WEYERHAEUSER COMPANY LOGO]
For Immediate Release
WEYERHAEUSER COMPANY ANNOUNCES PROPOSAL TO ACQUIRE
WILLAMETTE INDUSTRIES, INC. FOR $48 PER SHARE IN CASH
FEDERAL WAY, Wash., November 13, 2000 - Weyerhaeuser Company (NYSE: WY)
today confirmed that on Nov. 6 it sent a letter to Willamette Industries,
Inc. (NYSE: WLL) proposing to acquire all of the outstanding common stock
of Willamette for $48 per share in cash. On Nov. 10, Willamette informed
Weyerhaeuser that the Willamette board had met on Nov. 9 and failed to act
on Weyerhaeuser's proposal.
Based on Willamette's closing share price on Friday, Nov. 10, the
Weyerhaeuser proposal represents a premium of approximately 38 percent. It
is also a substantial premium of approximately 60 percent to Willamette's
average share price for the past 60 days. In addition, Willamette has total
debt of approximately $1.7 billion, making the total value of the
transaction approximately $7.0 billion. The proposal is not subject to the
receipt of financing, and Weyerhaeuser has received the financing
commitments necessary to complete the transaction. The transaction is
anticipated to be accretive to Weyerhaeuser's cash flow, earnings per share
and shareholder value in the first year after close.
Attached are the full texts of the Nov. 6 letter from Steven R. Rogel,
chairman, president and chief executive officer of Weyerhaeuser, to Duane
C. McDougall, Willamette's president and chief executive officer, and of
the Nov. 12 letter from Rogel to William Swindells, chairman of Willamette:
November 6, 2000
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: Duane C. McDougall
President & Chief Executive Officer
Dear Duane:
On behalf of Weyerhaeuser and its board of directors, I would
like to emphasize our strong interest in pursuing the combination
of Willamette and Weyerhaeuser. As I have reiterated since I
first presented a combination proposal to you over two years ago,
we believe that the union of our companies will result in the
premier forest and paper products company and create immediate
value for Willamette shareholders. I am disappointed you decided
not to meet and discuss this proposal. I would have preferred to
review it with you in person.
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We propose a transaction in which Willamette shareholders will
receive $48 per share in cash for 100% of the outstanding
Willamette shares. Based on the average Willamette closing share
price during the last 60 days, this price represents a
substantial premium of approximately 63%. Our proposal is not
subject to the receipt of financing. Given our belief that the
premium provides Willamette shareholders with value well beyond
what could be achieved by Willamette alone, now or later, I am
confident that your shareholders will enthusiastically support
our proposal. We have many shareholders in common, and, in fact,
the one name they consistently confirm as the ideal partner for
Weyerhaeuser is Willamette.
Our industry's competitive landscape has experienced dramatic
change as merger activity has sharply increased among the largest
companies. We have not stood by during this process, and both
MacMillan Bloedel and TJ International are now well integrated
and making very positive contributions to our business.
A combination of Willamette and Weyerhaeuser will result in a
company with high quality management and assets focused in
complementary products. Both companies are proud of their
reputation within the industry for the stewardship of
timberlands, and our timber positions in the Pacific Northwest
and Southeast will yield significant benefits in timber
management. The combined company will have excellent market
breadth and depth in fine papers, containerboard and wood
products. Equally important, the proposed combination will result
in a more balanced business mix than either company currently has
on its own, leading to increased financial strength throughout
the business cycle.
In addition to the compelling strategic fit of the assets and
product lines of Willamette and Weyerhaeuser, the combination
also will result in the ability to share best practices and to
reduce costs and capital spending. We believe that savings can be
achieved through increased operating efficiencies in each line of
business as well as from opportunities derived from operating as
a single publicly traded company. From publicly available
information we have identified approximately $300 million in
annual cost savings.
The transaction also will result in the joining of well-regarded
managerial talent and will afford the opportunity to combine our
skills. I have great respect for Willamette and am confident that
we will be able to integrate the two companies to build a
stronger, more efficient company. Additionally, employees of both
companies will benefit from the greater resources and
opportunities that come from being part of a larger corporation.
Weyerhaeuser has always been committed to corporate citizenship.
We expect the combined company will continue these practices and
ensure that it is an active member of all communities in which it
operates. Both companies have a significant presence in Oregon.
The combined entity will only serve to strengthen ties to this
state.
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As I have previously communicated, the Weyerhaeuser Board
unanimously supports the combination of our companies. A
transaction can be completed quickly and we will make all
resources available to accomplish this goal. We are confident
that our proposal does not raise any anti-trust issues. We know
that your shareholders will recognize that our proposal offers
substantially greater value than can be achieved by Willamette
alone, and we and our advisors are prepared to meet with you to
negotiate a definitive agreement with respect to our proposal.
Sincerely,
/s/
Steven R. Rogel
Chairman, President
and Chief Executive Officer
CC: Willamette Board of Directors
November 12, 2000
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells
Chairman
Dear Bill:
I have reflected on our discussion of Friday night and I
am disappointed by your response.
We delivered a written proposal to you Monday, November 6. Given
the history of our discussions and, in particular, our
conversations this past August, we are astounded that your Board
met this past Thursday and failed to act on our proposal.
You leave us no alternative but to consider your response a
rejection. We are forced to assume that we must consider other
alternatives to consummate a transaction.
Sincerely,
/s/
Steven R. Rogel
Chairman, President
and Chief Executive Officer
Morgan Stanley Dean Witter & Co. is serving as financial advisor to
Weyerhaeuser and Cravath, Swaine & Moore is serving as legal counsel.
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Weyerhaeuser Company, one of the world's largest integrated forest products
companies, was incorporated in 1900. In 1999, sales were $12.3 billion. It
has offices or operations in 13 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting of
timber; the manufacture, distribution and sale of forest products; and real
estate construction, development and related activities. Additional
information about Weyerhaeuser's businesses, products and practices is
available at www.weyerhaeuser.com.
FORWARD-LOOKING STATEMENTS
This news release contains statements concerning the company's future
results and performance that are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
accuracy of such statements is subject to a number of risks, uncertainties
and assumptions that may cause actual results to differ materially from
those projected, including, but not limited to, the effect of general
economic conditions, including the level of interest rates and housing
starts; market demand for the company's products, which may be tied to the
relative strength of various US business segments; performance of the
company's manufacturing operations; the types of logs harvested in the
company's logging operations; the level of competition from foreign
producers; the effect of forestry, land use, environmental and other
governmental regulations; and the risk of losses from fires, floods and
other natural disasters. The company is also a large exporter and is
affected by changes in economic activity in Europe and Asia, particularly
Japan, and by changes in currency exchange rates, particularly the relative
value of the US dollar and the Euro, and restrictions on international
trade. These and other factors that could cause or contribute to actual
results differing materially from such forward looking statements are
discussed in greater detail in the company's Securities and Exchange
Commission filings.
IMPORTANT INFORMATION
The information concerning Willamette contained in this news release has
been taken from, or is based upon, publicly available information. Although
Weyerhaeuser does not have any information that would indicate that any
information contained in this news release that has been taken from such
documents is inaccurate or incomplete, Weyerhaeuser does not take any
responsibility for the accuracy or completeness of such information. To
date, Weyerhaeuser has not had access to the books and records of
Willamette.
Investors and security holders are urged to read the disclosure documents
regarding the proposed business combination transaction referenced in the
foregoing information, when they become available, because they will
contain important information. The disclosure documents will be filed with
the Commission by Weyerhaeuser. Investors and security holders may obtain a
free copy of the disclosure documents (when they are available) and other
documents filed by Weyerhaeuser with the Commission at the Commission's
website at www.sec.gov. The disclosure documents and these other documents
may also be obtained for free from Weyerhaeuser by directing a request to
Kathryn McAuley at (253) 924-2058.
Detailed information regarding the names of the directors and executive
officers of Weyerhaeuser and their interests in the proposed transaction is
available in a filing made by Weyerhaeuser with the Commission pursuant to
Rule 14a-12 on November 13, 2000.
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Public Teleconference:
Weyerhaeuser will hold a conference call on November 13 at 10 a.m. EST (7
a.m. PST) to discuss the proposal for Willamette. To access the conference
call, listeners calling from within North America should dial 888-489-9488
at least 10 minutes prior to the start of the conference. Those wishing to
access the call from outside North America should dial 212-231-6020.
The teleconference will also be audiocast at: http://www.weyerhaeuser.com
(Real Network's Real Player is required to access the audiocast. Real
Player can be downloaded from www.real.com.)
Satellite Uplink for Weyerhaeuser B-Roll:
Monday, November 13, 2000 Monday, November 13, 2000
9:00 a.m. - 9:30 a.m. (Eastern time) 1:00 p.m. - 1:30 p.m. (Eastern time)
GE 2 Transponder 18 C-Band GE 2 Transponder 18 C-Band
Downlink Frequency 4060 Horizontal Downlink Frequency 4060 Horizontal
If you have any technical questions or problems with the satellite feed for
B-Roll, please call Brett Curran at (212) 627-5622.
Today's news release, along with other news about Weyerhaeuser, is
available on the Internet at www.weyerhaeuser.com.
Weyerhaeuser contacts:
Analysts Media
Kathryn McAuley Joele Frank / Jeremy Zweig Bruce Amundson
Weyerhaeuser Joele Frank, Wilkinson Weyerhaeuser
(253) 924-2058 Brimmer Katcher (253) 924-3047
(212) 355-4449
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Information Regarding Participants
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Weyerhaeuser Company ("Weyerhaeuser") and certain other persons
named below may be deemed to be participants in the solicitation of proxies
in respect of the proposed business combination (the "Business
Combination") of Weyerhaeuser and Willamette Industries, Inc. (the
"Company"). The participants in the solicitation may include (i) the
directors of Weyerhaeuser and (ii) the following executive officers of
Weyerhaeuser: William R. Corbin (Executive Vice President, Wood Products),
C. William Gaynor (Senior Vice President, Canada), Richard C. Gozon
(Executive Vice President, Pulp, Paper and Packaging), Richard E. Hanson
(Senior Vice President, Timberlands), Steven R. Hill (Senior Vice
President, Human Resources), Mack L. Hogans (Senior Vice President,
Corporate Affairs), Kenneth J. Stancato (Vice President and Controller),
William C. Stivers (Executive Vice President and Chief Financial Officer)
and George H. Weyerhaeuser, Jr. (Senior Vice President, Technology) .
The interests of the foregoing individuals in the Business
Combination consist of (i) their beneficial ownership of shares of the
Company's common stock, par value $0.50 per share (the "Company Common
Shares"); and (ii) their beneficial ownership of Weyerhaeuser's common
shares, par value $1.25 per share (the "Weyerhaeuser Common Shares"),
exchangeable shares of Weyerhaeuser Company Limited ("Exchangeable Shares")
and options ("Weyerhaeuser Options") to purchase Weyerhaeuser Common
Shares. Additional information with respect to these items is set forth
below.
1. Securities of the Company
As of the date of this filing, Weyerhaeuser is the beneficial
owner of 1,000 Company Common Shares. Steven R. Rogel, Chairman of the
Board of Directors, President and Chief Executive Officer of Weyerhaeuser
is the beneficial owner of 56,324 Company Common Shares.
2. Securities of Weyerhaeuser
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Weyerhaeuser Common Weyerhaeuser
Shares and Common Share Weyerhaeuser
Name and Title Exchangeable Shares(1) Equivalents(2) Options(3)
William R. Corbin (Executive 4,048 14,016 202,890
Vice President, Wood Products)
W. John Driscoll (Director) 3,904,064 2,088 --
C. William Gaynor (Senior Vice 5,593 -- 32,819
President, Canada)
Richard C. Gozon (Executive 30,251 14,762 202,890
Vice President, Pulp, Paper and
Packaging)
Richard E. Hanson (Senior Vice 4,755 10,596 72,668
President, Timberlands)
Richard F. Haskayne (Director) 3,000 1,008 4,629
Robert J. Herbold (Director) 200 1,261 --
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Steven R. Hill (Senior Vice 9,245 -- 106,580
President, Human Resources)
Mack L. Hogans (Senior Vice 3,602 4,143 86,810
President, Corporate Affairs)
Martha R. Ingram (Director) 263,048 14,470 --
John I. Kieckhefer (Director) 4,481,928 10,855 --
Arnold G. Langbo (Director) 200 1,064 --
Donald F. Mazankowski 400 3,234 --
(Director)
Steven R. Rogel (Chairman of the 1,056 56,471 535,000
Board of Directors, President and
Chief Executive Officer)
William D. Ruckelshaus 1,600 5,517 --
(Director)
Richard H. Sinkfield (Director) 500 3,174 --
Kenneth J. Stancato (Vice 13,951 8,463 62,983
President and Controller)
William C. Stivers (Executive 15,298 11,871 124,600
Vice President and Chief
Financial Officer)
James N. Sullivan (Director) 1,000 2,774 --
George H. Weyerhaeuser, Jr. 173,511 -- 92,460
(Senior Vice President,
Technology)
Clayton K. Yeutter (Director) 500 1,596 --
</TABLE>
(1) As of the date of this filing. Includes Weyerhaeuser Common Shares
held in benefit plans, as of November 8, 2000.
(2) Common Share Equivalents held under the Fee Deferral Plan for
Directors or under the Incentive Compensation Plan for Executive
Officers, as of the date of this filing.
(3) Includes both vested and unvested options to acquire Weyerhaeuser
Common Shares, as of November 8, 2000.
