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):
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(5) Total fee paid:
___________
[ ] 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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(4) Date Filed:
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EXPLANATORY NOTE
Originally filed on December 21, 2000. Refiled for EDGAR indexing
purposes only.
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[Weyerhaeuser Company logo]
News Release
FOR IMMEDIATE RELEASE
WEYERHAEUSER COMPANY PROPOSES FOUR DIRECTOR
NOMINEES TO THE WILLAMETTE INDUSTRIES BOARD
FEDERAL WAY, Wash., December 21, 2000 - Weyerhaeuser Company (NYSE: WY) today
provided notice to Willamette Industries (NYSE: WLL) of its intention to
nominate four candidates for election to Willamette's board of directors at
the company's 2001 annual meeting of shareholders.
While Willamette's annual meeting has not yet been scheduled, its annual
meeting is normally held in April.
Weyerhaeuser noted that while it would prefer to meet with the board and
management of Willamette to negotiate a transaction between Weyerhaeuser and
Willamette, this action has been taken in the event that it becomes necessary
to conduct a proxy contest in order to facilitate the proposed transaction.
The four individuals Weyerhaeuser intends to nominate as Willamette directors
are listed below:
o John W. Creighton, Jr.: retired chief executive officer
Weyerhaeuser Company; director, UAL, Inc.; director, Unocal
Corporation
o Thomas M. Luthy: retired senior vice president--Wood Products,
Weyerhaeuser Company
o Robert C. Lane: retired vice president and general counsel,
Weyerhaeuser Company; director, Public Utility Board, City of
Tacoma, Washington
o Evelyn Cruz Sroufe: former senior vice president-- Worldwide
Operations, Visio Corporation
Of Weyerhaeuser's proposed slate of four director nominees, three would be
nominated to replace the three Willamette directors up for reelection at the
next annual meeting as a result of the expiration of their three-year terms,
and one would be nominated to replace a Willamette director who, as a
replacement director, is also up for reelection at the next annual meeting.
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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
http://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
Company Holdings, Inc. ("CHI"), a wholly owned subsidiary of Weyerhaeuser
Company ("Weyerhaeuser"), has commenced a tender offer for all the outstanding
shares of common stock of Willamette Industries, Inc. ("Willamette") at $48.00
per share, net to the seller in cash, without interest. The offer currently is
scheduled to expire at 12:00 midnight, New York City time, on Thursday,
January 4, 2001. CHI may extend the offer and currently expects that the offer
will be extended until the principal conditions to the offer, which are
described in the Offer to Purchase forming part of CHI's tender offer
statement, are satisfied. If the offer is extended, CHI will notify the
depositary for the offer and issue a press release announcing the extension on
or before 9:00 a.m. New York City time on the first business day following the
date the offer was scheduled to expire.
On December 21, 2000, Weyerhaeuser and CHI filed with the Commission a
preliminary proxy statement in connection with the election of the nominees of
Weyerhaeuser and CHI (the "Weyerhaeuser Nominees") to the Willamette board of
directors at the Willamette 2001 annual meeting of shareholders. Weyerhaeuser
will prepare and file with the Commission a definitive proxy statement
regarding the election of the Weyerhaeuser Nominees and may file other proxy
solicitation material regarding the election of the Weyerhaeuser Nominees or
the proposed business combination between Weyerhaeuser and Willamette.
Investors and security holders are urged to read the definitive proxy
statement and any other proxy material, when they become available, because
they will contain important information. The definitive proxy statement will
be sent to shareholders of Willamette seeking their support of the election of
the Weyerhaeuser Nominees to the Willamette board of directors. Investors and
security holders may obtain a free copy of the tender offer statement, the
definitive proxy statement (when it is available) and other documents filed by
Weyerhaeuser with the Commission at the Commission's website at
http://www.sec.gov. The tender offer statement, the definitive proxy statement
(when it is available) and these other documents may also be obtained for free
from Weyerhaeuser by directing a request to Kathryn McAuley at (253) 924-2058.
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Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Willamette shareholders is available in the preliminary proxy statement filed
by Weyerhaeuser and CHI with the Commission on Schedule 14A on December 21,
2000.
Today's news release, along with other news about Weyerhaeuser, is available
on the Internet at http://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
