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:
______________
[ ] 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 16, 2000. Refiled for EDGAR indexing
purposes only.
<PAGE>
[Weyerhaeuser Company logo]
News Release
For Immediate Release
WEYERHAEUSER COMPANY DISAPPOINTED WITH WILLAMETTE
INDUSTRIES, INC.'S REJECTION OF ITS CASH PROPOSAL
FEDERAL WAY, Wash., November 15, 2000 - Weyerhaeuser Company (NYSE: WY)
today gave the following statement in response to Willamette Industries,
Inc.'s (NYSE: WLL) rejection of its proposal to acquire all of Willamette's
outstanding common stock for $48 per share in cash.
Weyerhaeuser noted that, "We are disappointed that Willamette has decided
to reject our proposal to combine our two companies and refuses to
negotiate with us. We urge Willamette and its board of directors to
commence discussions with Weyerhaeuser to reach an agreement that will
permit Willamette shareholders to receive a substantial premium for their
shares and otherwise serve the best interests of all Willamette
constituencies. If the Willamette Board would only sit down to discuss this
transaction, they will recognize that this combination will produce
superior value.
"Our proposal would create the premier forest and paper products company
while providing Willamette shareholders with a substantial 38 percent
premium over the company's closing price on Friday, November 10th, and a
premium of approximately 60 percent to Willamette's average share price for
the 60 days prior to the announcement of our proposal."
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.
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IMPORTANT INFORMATION
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.
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
