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 29, 2000. Refiled for EDGAR indexing
purposes only.
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2
[Weyerhaeuser Company logo]
News Release
For Immediate Release
WEYERHAEUSER COMPANY COMMENCES TENDER OFFER FOR
WILLAMETTE INDUSTRIES, INC.
FEDERAL WAY, Wash., November 29, 2000 - Weyerhaeuser Company (NYSE: WY)
today announced that it is commencing a cash tender offer for all of the
outstanding shares of common stock of Willamette Industries, Inc. (NYSE:
WLL) for $48 per share. Following completion of the tender offer,
Weyerhaeuser intends to consummate a second step merger in which all
remaining Willamette shareholders will receive the same cash price paid in
the tender offer.
Based on the latest publicly available information, Willamette has
approximately 112.5 million shares on a fully diluted basis, giving the
transaction a total equity value of approximately $5.4 billion. In
addition, Willamette had total debt of approximately $1.7 billion on
September 30, making the total value of the transaction approximately $7.1
billion. The acquisition is expected to be accretive to Weyerhaeuser's cash
flow and earnings per share in the first year after close.
Steven R. Rogel, chairman, president and chief executive officer of
Weyerhaeuser, said, "While we still prefer to conclude a negotiated
transaction with Willamette, their refusal to discuss a combination has
forced us to take our offer directly to Willamette's shareholders - the
owners of the company. Willamette shareholders will now have the
opportunity to decide the future of the company for themselves. This offer
provides substantial value to Willamette shareholders at a premium well
beyond what Willamette could achieve alone, now or later."
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight E.S.T., January 4, 2001, unless extended.
The tender offer is conditioned upon, among other things: there being
validly tendered and not withdrawn prior to the expiration date a number of
shares of Willamette common stock that represents at least a majority of
the total number of outstanding Willamette shares on a fully diluted basis;
Willamette's board of directors redeeming the related preferred stock
purchase rights or Weyerhaeuser's acquisition subsidiary being satisfied,
in its sole discretion, that the rights have been invalidated or are
otherwise inapplicable to the offer and the proposed second-step merger
described herein; and the expiration or termination of all waiting periods
imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the regulations thereunder. The complete terms and conditions
of the tender offer are contained in the offer to purchase included in the
tender offer statement to be filed today with the Securities and Exchange
Commission.
The offer is not conditioned upon financing. Weyerhaeuser has received
financing commitments from Morgan Stanley Dean Witter and The Chase
Manhattan Bank to fund its offer for all of the outstanding shares of
Willamette.
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Morgan Stanley Dean Witter is acting as Dealer Manager for the offer and
Innisfree M&A Incorporated is acting as Information Agent.
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.
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Investors and security holders are urged to read any proxy statement
regarding the proposed business combination described herein, when it
becomes available, because it will contain important information. Each such
proxy statement will be filed with the Securities and Exchange Commission.
Investors and security holders may obtain a free copy of the tender offer
statement, each such 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, each such 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.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies
of shareholders of Willamette by Weyerhaeuser and CHI is available in a
filing made by Weyerhaeuser with the Commission pursuant to Rule 14a-12 on
November 29, 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
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Information Regarding Participants
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, (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, Corporate Controller), William C.
Stivers (Executive Vice President and Chief Financial Officer) and George
H. Weyerhaeuser, Jr. (Senior Vice President, Technology), (iii) the
following employees of Weyerhaeuser: Kathryn McAuley (Managing Director,
Investment Relations) and Richard J. Taggart (Vice President and
Treasurer), (iv) the directors of Company Holdings, Inc. ("CHI"): Claire S.
Grace and Jeffrey W. Nitta and (v) the following executive officers of CHI:
Robert A. Dowdy (Vice President and General Counsel) and Larry W. Pollock
(Vice President and Assistant Secretary). In addition, although Morgan
Stanley & Co. Incorporated does not admit that it or any of its directors,
officers, employees or affiliates is a "participant", as defined in
Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, by the Securities and Exchange Commission, or that Schedule 14A
requires the disclosure of certain information concerning them, the
following employees of Morgan Stanley & Co. Incorporated may assist
Weyerhaeuser in the solicitation of proxies: Lisa Beeson (Principal),
Joseph Messina (Associate), Peter Pashigian (Vice President), Joseph Rault
(Managing Director) and Marko Remec (Managing Director).
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. Martha R. Ingram, a
Director of Weyerhaeuser is the beneficial owner of 1,000 Company Common
Shares.
2. Securities of Weyerhaeuser
<TABLE>
<CAPTION>
Weyerhaeuser Common Weyerhaeuser
Name and Title Shares and Common Share Weyerhaeuser
Exchangeable Shares(1) Equivalents(2) Options(3)
<S> <C> <C> <C>
William R. Corbin (Executive 4,048 14,016 202,890
Vice President, Wood Products)
Robert A. Dowdy (Vice
President and General Counsel of
CHI)
W. John Driscoll (Director) 3,904,064 2,088 --
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6
C. William Gaynor (Senior Vice 1,647 -- 32,819
President, Canada)
Richard C. Gozon (Executive 30,251 14,762 202,890
Vice President, Pulp, Paper and
Packaging)
Claire S. Grace (Director and 237 12 2,270
Secretary of CHI)
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 --
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)
Kathryn McAuley (Managing 600 -- --
Director of Investment Relations)
Jeffrey W. Nitta (Director and 12,510 297 16,205
Assistant Treasurer of CHI)
Larry W. Pollock (Vice President 20,086 5,259 54,495
and Assistant Secretary of CHI)
Steven R. Rogel (Chairman of 1,056 56,471 535,000
the 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, Corporate 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 --
Richard J. Taggart (Vice 3,585 5,180 30,150
President and Treasurer)
George H. Weyerhaeuser, Jr. 173,511 -- 92,460
(Senior Vice President,
Technology)
Clayton K. Yeutter (Director) 500 1,596 --
</TABLE>
(1) As of November 13, 2000. Includes Weyerhaeuser Common Shares held in
benefit plans, as of November 8, 2000.
(2) Weyerhaeuser Common Share Equivalents held under the Fee Deferral Plan
for Directors, the Incentive Compensation Plan for Executive
Officers and performance share plans and deferred compensation plans for
employees, as of November 13, 2000.
(3) Includes both vested and unvested options to acquire Weyerhaeuser Common
Shares, as of November 8, 2000.
